Ken Ota
About Ken Ota
Ken Ota (age 55) was appointed to the Maui Land & Pineapple Company, Inc. (MLP) board effective January 1, 2024; he brings three decades of construction and water infrastructure expertise as founder and former CEO of Pacific Pipe Company (acquired by Core & Main, Inc. in 2021), where he continues as Hawai‘i Area Director. He is active in Maui civic institutions and holds a BBA in Business Finance from the University of Hawai‘i at Mānoa; the board has determined all directors are independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Pipe Company | Founder, President & CEO | Until acquisition by Core & Main (2021) | Built local expertise in water-related infrastructure |
| State of Hawaiʻi Licensing Board of Engineers, Architects, Surveyors, and Landscape Architects | Board Member | Through June 2024 | Regulatory oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core & Main, Inc. (NYSE: CNM) | Hawai‘i Area Director | Since 2021 | Water/wastewater distribution operations |
| Alexander & Baldwin Sugar Museum | Board Member | Current | Community engagement |
| Tradewind Capital (private equity & real estate) | Board Member | Current | Investment/real estate exposure |
Board Governance
- Independence: The board’s annual review determined all directors (including Ota) are independent under Corporate Governance Guidelines, SEC, and NYSE rules .
- Committee memberships and chairs (FY2024; continuing post-Annual Meeting):
- Audit Committee: Member; committee chaired by A. Catherine Ngo; all members deemed “audit committee financial experts” .
- Nominating & Governance Committee: Member; committee chaired by Anthony P. Takitani .
| FY2024 Meetings | Count | Attendance |
|---|---|---|
| Board | 4 | 100% for all directors |
| Audit Committee | 6 | 100% for all members |
| Compensation Committee | 2 | 100% for all members |
| Nominating & Governance Committee | 1 | 100% for all members |
- Special assignment: In 2025, the board formed a subcommittee (chaired by Ken Ota) to evaluate sale/lease of MLP’s water source and infrastructure assets amid drought conditions; Ota is described as an authority on Maui water systems .
Fixed Compensation
| Year | Cash Retainer (Annual) | Notes |
|---|---|---|
| 2024 | $40,000 | Quarterly retainer of $10,000; travel reimbursements total < $10,000 across independent directors |
Performance Compensation
- Director equity/option grants (2024):
- Restricted stock awards under the 2017 Plan; vest quarterly; directors have voting/dividend rights while unvested .
- Stock options for committee services; vest quarterly .
- Proration/cancellation upon board departure; unvested equity cancels .
| Component (2024) | Detail | Vesting | Amount |
|---|---|---|---|
| Stock awards (grant-date fair value) | Annual restricted stock | Quarterly | $120,000 |
| Option awards (grant-date fair value) | Options for committee service | Quarterly | $563,106 |
| Restricted shares granted | 5,600 shares total; 3,124 vested by 12/31/2024; remaining vest through 12/31/2025 | Quarterly | 5,600 / 3,124 vested |
| Option status at 12/31/2024 | Unvested option shares; unexercised option shares | Quarterly | 15,875 unvested; 63,500 unexercised |
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Option strike context (plan cohorts): Outstanding options include director grants from May 2023 ($12.11), Chair grant from March 2023 ($9.08), CEO January 2024 ($15.75), and six directors in May 2024 ($22.25); weighted-average exercise price computed on 1,394,000 unexercised shares .
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Company incentive metrics (NEO pay-for-performance design—board oversight):
- 2024 weightings: Adjusted EBITDA (15%), Land development/sales (40%), Leasing—commercial real estate (30%), Leasing—land (15%), Business operations (20); all targets at max except Adjusted EBITDA achieved 5% of 15% .
- 2023 weightings: Adjusted EBITDA (20%), Real estate thresholds (20%), Leasing thresholds (20%), Resort amenity thresholds (20%), Business operations thresholds (20); Adjusted EBITDA not achieved; others at max .
| Incentive Metric | 2024 Weight | 2024 Achievement | 2023 Weight | 2023 Achievement |
|---|---|---|---|---|
| Adjusted EBITDA | 15% | 5% of max | 20% | 0% of max |
| Land development & sales | 40% | Max | — | — |
| Leasing – commercial real estate | 30% | Max | — | — |
| Leasing – land | 15% | Max | — | — |
| Business operations | 20% | Max | 20% | Max |
| Real estate thresholds | — | — | 20% | Max |
| Resort amenity thresholds | — | — | 20% | Max |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ken Ota .
- Notable board co-tenure: MLP board includes Steve Case (major shareholder) and others; independence affirmed for all directors .
Expertise & Qualifications
- Water systems expert; construction industry leadership; Maui-born community networks .
- Audit Committee financial expertise designation (SEC definition) for all Audit Committee members, including Ota .
Equity Ownership
| Measure | As of Mar 21, 2024 | As of Mar 27, 2025 | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 3,124 | 53,225 | Less than 1% of outstanding in both periods |
| Unvested restricted shares | 3,124 at 12/31/2024 | Remaining vest through 12/31/2025 | Quarterly vesting |
| Unvested options | 15,875 at 12/31/2024 | — | Quarterly vesting |
| Unexercised options | 63,500 at 12/31/2024 | — | Director option cohorts include 2023 and 2024 grants |
| Hedging/pledging | Company prohibits hedging and pledging; Audit Committee may grant case-by-case exceptions for pledging | No Ota pledging disclosed | Policy applies to directors/officers |
Governance Assessment
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Strengths:
- Independence confirmed; 100% attendance across board and committees in 2024, supporting engagement and effectiveness .
- Relevant domain expertise; appointed to and active on Audit and Nominating & Governance; designated “audit committee financial expert,” bolstering oversight of financial reporting and controls .
- Special subcommittee chair for strategic review of water assets indicates targeted deployment of expertise to a material company initiative .
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Market signals:
- Strong shareholder support historically; Ota received 14,743,141 “for” votes and 19,343 “withhold” votes in 2024 . Support moderated in 2025 (13,310,113 “for,” 1,165,992 “withhold”)—a potential flag for increased scrutiny amid water strategy and governance debates .
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Compensation/Alignment observations:
- Director equity compensation includes both restricted stock and sizable option grants vesting quarterly; 2024 option fair value ($563,106) materially exceeds cash retainer ($40,000), increasing at-risk pay sensitivity to stock price outcomes .
- Company policy prohibits hedging/pledging, enhancing alignment; no related-party transactions requiring disclosure since January 1, 2024, mitigating conflict risk .
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Potential conflicts to monitor:
- Ota’s employment at Core & Main (water/wastewater distributor) alongside chairing the water asset review subcommittee could present perceived conflicts; however, the company disclosed no related-party transactions in the period and maintains Audit Committee review standards for any such transactions .
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Shareholder feedback mechanisms:
- 2025 say-on-pay passed with 13,553,101 “for” vs 912,932 “against”; annual say-on-pay frequency affirmed (majority for 1-year) .
No legal proceedings requiring disclosure were reported for directors or officers in the past ten years **[63330_0001437749-25-011201_mlp20250325_def14a.htm:16]**.