R. Scot Sellers
About R. Scot Sellers
R. Scot Sellers, 68, is Chairperson of the Board of Maui Land & Pineapple Company, Inc. (MLP), having joined the Board and been appointed Chair effective April 2023. He is a seasoned real estate operator and director: former Chairman/CEO of Archstone Communities (1997–2013) and CIO (1993–1997), where he and his team scaled assets from ~$250 million to over $22 billion. He holds an MBA from Stanford University and a B.S. in Biochemistry from Lewis & Clark College. The Board has separated the Chair and CEO roles since April 2023; Sellers serves as non‑employee Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archstone Communities (public, historical) | Chairman & CEO; previously CIO | CIO: Feb 1993–Jan 1997; CEO/Chair: Jan 1997–Feb 2013 | Grew company from ~$250M to >$22B in assets; “outstanding returns to stockholders” (company characterization) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Howard Hughes Corporation (public) | Director; named Chairperson of the Board | Director since Nov 2010; Chair as of May 2024 | Master‑planned communities developer; includes Ward Village in Honolulu, HI |
| Irvine Company (private) | Director | Since July 2010 | Owner/developer/operator of real estate in Coastal California |
| Milhaus (private) | Advisory Director | Since May 2018 | Multifamily developer in multiple U.S. cities |
Board Governance
- Roles and structure: Chair/CEO split since April 2023 (Race A. Randle appointed CEO; Sellers appointed non‑employee Chair). No current Lead Independent Director. Rationale: better oversight and risk mitigation; Chair focuses on Board leadership, CEO on operations.
- Committees: Sellers serves on the Compensation Committee; not on Audit or Nominating & Corporate Governance. 2024 committee chairs: Audit – A. Catherine Ngo; Compensation – John Sabin; Nominating – Anthony P. Takitani.
- Independence: Board determined all Compensation Committee members (including Sellers) are independent under NYSE and SEC rules.
- Meetings and attendance: FY2024 – Board (4), Audit (6), Compensation (2), Nominating (1). All directors attended 100% of aggregate Board and committee meetings; all attended the 2024 annual meeting. Annual self‑evaluations are conducted by the Board and each committee.
Fixed Compensation
| Year | Role | Cash Retainer (Annual) | Notes |
|---|---|---|---|
| 2024 | Chairperson of the Board | $62,500 | Paid in equal quarterly installments; other non‑employee directors received $40,000 (quarterly $10,000) |
Performance Compensation
- Director equity program: time‑based vesting; no performance metrics disclosed for director equity. Awards (restricted stock and stock options) vest quarterly. Directors have voting and regular dividend rights on unvested restricted shares; no transfer rights until vesting.
- Equity grant policy: options not timed around MNPI; granted during open windows; no timing grants around periodic filings.
| Year | Instrument | Grant Detail | Vesting | Value/Counts (as disclosed) |
|---|---|---|---|---|
| 2024 | Restricted Stock | 16,492 shares granted to Sellers | Quarterly; 6,417 vested at 12/31/2024; remainder vests through 3/31/2026 | Stock awards grant‑date fair value: $380,000 |
| 2024 | Stock Options | Options granted for committee service | Quarterly vesting | Option awards grant‑date fair value: $496,597; unvested option shares at 12/31/2024: 14,000; unexercised option shares: 56,000 |
Director Compensation Mix (2024): Sellers’ total was $939,097, consisting of $62,500 cash, $380,000 restricted stock, and $496,597 options (time‑based). Emphasis is on equity (restricted stock + options).
Performance Metrics Table (Directors)
| Metric Type | Disclosed for Director Equity? | Source |
|---|---|---|
| TSR percentile targets | Not disclosed; director awards time‑vest | |
| Financial metrics (Revenue/EBITDA) | Not disclosed; director awards time‑vest | |
| ESG/Strategic goals | Not disclosed; director awards time‑vest |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Howard Hughes Corporation | Public | Chairperson of the Board | HHC develops master‑planned communities; operates in Hawai‘i (Ward Village). No related‑party transactions with MLP disclosed since 1/1/2024. |
| Irvine Company | Private | Director | No related‑party transactions with MLP disclosed since 1/1/2024. |
- Compensation Committee composition includes Sellers and Steve Case; Board determined all members are independent. Case is also MLP’s largest stockholder (60.67%). Investors may note concentration of influence, though the Board affirms independence under NYSE/SEC standards.
Expertise & Qualifications
- Deep real estate operating and capital allocation experience (Archstone CEO/CIO; scaled assets materially). Board leadership across multiple large real estate enterprises.
- Education: MBA (Stanford), B.S. Biochemistry (Lewis & Clark College).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| R. Scot Sellers | 325,159 | <1% | As of record date (19,742,784 shares outstanding for % calc). Beneficial ownership per SEC rules; includes options exercisable within 60 days, if any. |
Additional details relevant to alignment and restrictions:
- 2024 director equity grants: Sellers received 16,492 RSUs (6,417 vested by 12/31/2024; remainder vests to 3/31/2026).
- Options outstanding (as of 12/31/2024): 14,000 unvested; 56,000 unexercised.
- Hedging/Pledging: Company policy prohibits hedging and pledging by directors, officers, employees, and consultants; Audit Committee can approve exceptions case‑by‑case. No pledging is disclosed for Sellers; separate disclosure notes Steve Case has pledged shares.
Governance Assessment
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Positives
- Independent, non‑employee Chair with distinct CEO role; clear oversight separation.
- 100% director attendance across Board and committees; full attendance at 2024 annual meeting.
- Compensation Committee comprised solely of directors the Board deems independent; uses compensation consultants; Board/committee self‑evaluations.
- No related‑party transactions requiring disclosure since 1/1/2024.
- Insider Trading Policy prohibits hedging/pledging; equity grant timing controls to avoid MNPI issues.
-
Watch items / potential investor sensitivities
- Compensation Committee includes the controlling shareholder (Steve Case, 60.67% ownership), which some investors may scrutinize despite the Board’s independence determination.
- Director equity is time‑based (no explicit performance metrics); mix includes options, which can amplify pay outcomes with volatility; vest quarterly.
- Audit Committee may approve pledging exceptions case‑by‑case; while no pledging is disclosed for Sellers, the policy flexibility and separate pledge disclosure for another director could be noted by investors.
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Overall view
- Sellers brings deep real estate leadership with a strong track record, high attendance, and active committee service as an independent Compensation Committee member. His role as non‑employee Chair supports board oversight. Equity‑heavy, time‑vested director compensation aligns value but lacks explicit performance conditions; committee composition including the controlling shareholder merits ongoing monitoring by governance‑focused investors.