John Sabin
About John Sabin
Independent director of Maui Land & Pineapple Company, Inc. (MLP); age 70; director since July 2022. Currently CFO at Revolution LLC and President of Revolution Places; previously EVP, CFO and General Counsel at Phoenix Health Systems; prior senior finance roles at Marriott, Manor Care, and Choice Hotels. Education: BS in Accounting and BS in University Studies (BYU); JD (BYU J. Reuben Clark Law School); MBA and MAcc (BYU Marriott School). Licensed attorney and CPA in several jurisdictions, with extensive finance and legal experience in hospitality and REITs .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Phoenix Health Systems | EVP, CFO & General Counsel | Not disclosed | Led finance, accounting, contracting and legal functions |
| Two public hospitality companies (names not disclosed) | Chief Financial Officer | Not disclosed | CFO experience in public hospitality sector |
| Marriott; Manor Care; Choice Hotels | Senior finance positions | Not disclosed | Broad hospitality finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Revolution LLC | Chief Financial Officer | Not disclosed | Private investment firm led by Steve Case |
| Revolution Places | President | Not disclosed | Related to Revolution-affiliated ventures |
| Hersha Hospitality Trust (NYSE:HT) | Independent Director (previously) | Not disclosed | Public REIT; prior service (no current role) |
| Condor Hospitality Trust | Independent Director (previously) | Not disclosed | Public REIT; prior service (no current role) |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member
- Audit Committee: Not a member
- Independence: Board determined all directors, including Sabin, are independent under NYSE and SEC rules .
- Attendance and engagement: FY2024 Board met 4 times; Audit 6; Compensation 2; Nominating & Governance 1; all directors attended 100% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: No lead independent director; Board chair is R. Scot Sellers; roles of Chair and CEO are separated .
Fixed Compensation (Director – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | $10,000 per quarter |
| Committee membership fees | Not disclosed | Company historically does not pay additional compensation for committee service or meeting attendance (2023 policy) |
| Meeting fees | None disclosed | No meeting fees disclosed |
Performance Compensation (Director – FY2024)
| Award Type | Grant Detail | Vesting / Terms | Valuation |
|---|---|---|---|
| Stock awards (restricted common stock) | 5,600 shares granted | Vest quarterly; 3,124 vested by 12/31/2024; remainder vests through 12/31/2025 | $120,000 grant-date fair value (ASC 718) |
| Stock options | Options granted in 2024 as part of director compensation | Vest quarterly; Sabin had 17,000 unvested options and 68,000 unexercised options at 12/31/2024 | $603,011 grant-date fair value (ASC 718); 2024 director option strike price $22.25 for six directors (pooled issuance) |
| Performance conditions | None disclosed for director equity | Director equity vests time-based; no performance metrics indicated |
Performance Metrics Table (Director Compensation Applicability)
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Adjusted EBITDA; development/leasing targets | No | These metrics apply to executive incentive plans, not directors |
| TSR/Stock Price targets | No | Not disclosed for directors; director awards vest quarterly time-based |
Other Directorships & Interlocks
| Entity | Relationship | Interlock / Potential Conflict | Evidence |
|---|---|---|---|
| Revolution LLC | Sabin is CFO | Potential influence via affiliation with MLP’s controlling shareholder’s firm (Steve Case leads Revolution LLC) | |
| Steve Case (MLP Director) | Largest shareholder | Beneficially owns ~60.67% of MLP; shares pledged: 5,993,750 to Bank of Hawaii and 3,000,000 to First Hawaiian Bank (pledging is a governance risk) |
Expertise & Qualifications
- Financial, legal, and hospitality expertise; CPA and attorney credentials; prior CFO roles at public hospitality companies; board experience in REIT sector .
- Brings rigorous finance and governance background to Compensation and Nominating committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John Sabin | 132,227 | <1% | As of 3/27/2025 record date; percent star indicates less than 1% |
| Unvested options (director) | 17,000 | N/A | Unvested at 12/31/2024 |
| Unexercised options (director) | 68,000 | N/A | Unexercised at 12/31/2024 |
| Hedging/Pledging | Prohibited for insiders; Audit Committee may grant pledging exceptions case-by-case | Company policy; no pledges disclosed for Sabin; controlling shareholder Steve Case has pledged shares (risk context) |
Governance Assessment
- Strengths:
- Independent director with deep finance and legal credentials; serves as Compensation Committee Chair and member of Nominating & Governance Committee, boosting board effectiveness .
- Strong attendance (100% of Board and committee meetings in FY2024) and active committee leadership .
- No related-party transactions involving Sabin disclosed since 1/1/2024, reducing conflict risk .
- Watch items / RED FLAGS:
- Interlock risk: Sabin is CFO at Revolution LLC; Steve Case (Revolution’s leader) is MLP’s largest shareholder and director—Board deems all directors independent, but affiliation warrants monitoring for Compensation Committee decisions and potential influence .
- Director pay mix skewed to equity options in 2024 (unvested 17k; unexercised 68k), which may incentivize share price focus over long-term land development cycles; note planned shift in 2025 to restricted stock and elimination of options, which should reduce option-related risk .
- Section 16 compliance: 2023 late Form 4 filings for multiple directors including Sabin; improved timeliness in 2025 with exceptions only for CEO/CFO; historical lapses are minor but merit attention .
- Pledging by controlling shareholder (Steve Case) is a governance risk factor, though not attributable to Sabin directly .
Compensation Committee Practices
- Uses independent consultants (Pay Governance historically; Ferguson Partners in 2025). 2025 plan to eliminate options and replace with restricted stock for executives and directors to provide more certain valuation—positive governance adjustment .
- Compensation Committee has sole authority to retain advisors; reviews executive and director compensation; CEO comp approved by Board .
Director Compensation Structure Notes
- 2024 director compensation comprised cash retainer plus restricted stock and stock options; options vest quarterly; restricted stock grants vest quarterly; non-employee directors (other than Case) received options for committee services .
- Repricing of underwater options prohibited without shareholder approval—reduces pay structure risk .
Compliance and Policies
- Insider trading policy updated March 4, 2025; prohibits hedging and pledging (pledging exceptions case-by-case by Audit Committee) .
- All directors currently considered independent under company guidelines and NYSE/SEC rules .
Attendance and Engagement
- FY2024: Board (4 meetings), Audit (6), Compensation (2), Nominating & Governance (1); Sabin’s committees align with governance responsibilities; all directors 100% attendance .