Race A. Randle
About Race A. Randle
Race A. Randle (age 43) has served as Chief Executive Officer (Principal Executive Officer) of Maui Land & Pineapple Company, Inc. since April 1, 2023. He previously served as an executive vice president at Lendlease and, from December 2012 to March 2021, held various roles including Senior Vice President at The Howard Hughes Corporation, where he played a pivotal role in redeveloping Ward Village in Honolulu, Hawai‘i. He holds an MBA and a BS in Civil Engineering from California Polytechnic State University, San Luis Obispo .
Company results under his tenure include rising revenues and weaker EBITDA in 2024, while cumulative TSR improved year over year per the company’s Pay vs. Performance disclosure. See performance tables below for detail .
Company performance (fiscal years)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $9.289 million* | $11.565 million* |
| EBITDA ($) | $(4.622) million* | $(7.579) million* |
Values retrieved from S&P Global*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lendlease | Executive Vice President | Not disclosed (prior to 2023) | Senior leadership at a global real estate company |
| The Howard Hughes Corporation | Various roles incl. Senior Vice President | Dec 2012 – Mar 2021 | Pivotal role in redeveloping Ward Village (Honolulu, HI) |
| Various Hawai‘i real estate roles | Development roles | Not disclosed | Led development of master-planned communities, subdivisions, single- and multi-family homes in Hawai‘i |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Trust for Public Land (Hawai‘i Advisory Board) | Member | Since 2017 |
Fixed Compensation
Cash compensation (as reported)
| Year | Base salary paid ($) | Cash bonus ($) | Other ($) |
|---|---|---|---|
| 2023 | 353,846 (prorated from $500,000 base; CEO start Apr 1, 2023) | 150,000 signing bonus | 97,539 (relocation + life insurance) |
| 2024 | 525,000 | - | 180 (life insurance) |
Equity grants and notable awards (CEO)
| Year | Grant type | Grant date | Shares/Options | Exercise price | Fair value ($) | Vesting / Status |
|---|---|---|---|---|---|---|
| 2024 | Annual restricted stock (re: 2023 annual incentive) | Feb 2024 | 14,255 shares | N/A | 274,038 | Fully vested at grant; cancelled Aug 5, 2024 per Information Statement |
| 2024 | Long-term restricted stock | Feb 2024 | 14,256 shares | N/A | 274,038 | Quarterly vest over 3 years; cancelled Aug 5, 2024 |
| 2024 | Stock options | Jan 1, 2024 | 400,000 options | $15.75 | 2,408,000 | Vest 1/3 on Jan 1 of 2025, 2026, 2027; 10-year expiry |
Compensation structure (contractual highlights)
- Initial base salary set at $500,000 per year, subject to annual review .
- Annual incentive award (restricted stock) dollar value equal to 75% of base salary, fully and irrevocably vesting at grant, with achievement up to 115% determining award level .
- Long-term incentive award (restricted stock) also equal to 75% of base salary, vesting quarterly over 3 years, with achievement up to 115% determining award level .
- As of 2025, Compensation Committee plans to eliminate options in favor of restricted stock due to more certain valuation (Ferguson Partners recommendation) .
Performance Compensation
Incentive plan metrics and outcomes
| Year | Metric | Weighting | Target | Actual achievement | Payout/vesting notes |
|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA | Up to 15% | Not disclosed | 5% of the maximum 15% | Annual awards fully vest at grant; 2024 RS awards later cancelled (Aug 5, 2024) |
| 2024 | Land development & sales | Up to 40% | Not disclosed | Achieved maximum | See cancellation note above |
| 2024 | Leasing – commercial real estate | Up to 30% | Not disclosed | Achieved maximum | See cancellation note above |
| 2024 | Leasing – land | Up to 15% | Not disclosed | Achieved maximum | See cancellation note above |
| 2024 | Business operations | Up to 20% | Not disclosed | Achieved maximum | See cancellation note above |
| 2023 | Adjusted EBITDA | Up to 25% | Not disclosed | 0% of the maximum 25% | 2023 annual incentive shares (14,255) issued Feb 2024; cancelled Aug 5, 2024 |
| 2023 | Real estate thresholds | Up to 25% | Not disclosed | Achieved maximum | As above |
| 2023 | Leasing thresholds | Up to 25% | Not disclosed | Achieved maximum | As above |
| 2023 | Resort amenity thresholds | Up to 25% | Not disclosed | Achieved maximum | As above |
| 2023 | Business operations thresholds | Up to 25% | Not disclosed | Achieved maximum | As above |
Committee/process notes
- Compensation Committee composed of independent directors; uses external consultants (Pay Governance for 2022/2023, Ferguson Partners in 2025) .
- 2017 Equity and Incentive Award Plan governs equity, with clawback/recoupment provisions for awards .
Equity Ownership & Alignment
Ownership, options, and alignment policies
| Item | Detail |
|---|---|
| Total beneficial ownership | 138,334 shares; less than 1% of class (19,742,784 shares outstanding as of Mar 27, 2025) |
| Options outstanding | 400,000 options unexercisable as of 12/31/24; vest 1/3 on Jan 1 of 2025, 2026, 2027; exercise price $15.75; expiry 12/31/2033 |
| Vested vs. unvested stock | CEO had no unvested restricted shares at 12/31/24 (annual and LT 2024 RS awards were cancelled Aug 5, 2024) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors, officers, employees, and consultants; Audit Committee may grant case-by-case pledge exceptions |
| Pledged shares (CEO) | None disclosed for Randle |
| Ownership guidelines | Not disclosed in the proxy – |
| Section 16 compliance | Late Form 4 noted for the Jan 1, 2024 CEO option grant |
Large holder pledging (context): Steve Case (largest stockholder) has pledged 5,993,750 shares to Bank of Hawaii and 3,000,000 shares to First Hawaiian Bank as collateral; while not attributable to the CEO, such pledges can influence float and trading dynamics during stress .
Employment Terms
Key contract terms (CEO)
- Start date and term: Employment commenced on or around April 1, 2023; continues until terminated .
- Base salary: Initial $500,000 per year, subject to annual review .
- Annual incentive: Restricted stock equal to 75% of current base salary (prorated for partial years); fully vests at grant; amount governed by pre-set performance measures and thresholds with up to 115% achievement .
- Long-term incentive: Restricted stock equal to 75% of base salary; vests quarterly over three years; up to 115% achievement .
- Benefits/perqs: Medical/dental/LTD/group life; reimbursement of reasonable expenses; and Kapalua Club membership for CEO and immediate family for the duration of employment .
- Restrictive covenants: Nondisclosure and non-compete provisions .
- Change-of-control benefits: Entitled to (i) an amount equal to current base salary; (ii) an amount equal to two times annual bonus; (iii) continued health insurance for two years following termination; and (iv) full vesting of previously awarded, unvested awards (per summary; see agreement for full terms) .
- Severance Plan: Company maintains an Executive Severance Plan; CEO eligible .
Executive Severance Plan – potential CEO payments (assuming 12/31/2024 separation)
| Scenario | Severance Pay | Incentive Compensation Severance | Health Insurance | Total |
|---|---|---|---|---|
| Termination upon death or disability | $520,000 | $0 | $0 | $520,000 |
| Termination without cause or resignation for good reason | $1,040,000 | $0 | $38,090 | $1,078,090 |
Note: The Severance Plan table in the proxy shows $0 for incentive severance amounts for the CEO under both scenarios as of the stated assumption date .
Performance & Track Record
Pay vs. Performance snapshots (company-level)
| Metric | 2023 | 2024 |
|---|---|---|
| TSR index (initial $100 at 12/31/2021) | 159.54 | 220.68 |
| Net Income (loss) ($) | (3,080,000) | (7,391,000) |
Additional context
- Incentive outcomes indicate operational targets were largely achieved at maximum in 2023 and 2024, except Adjusted EBITDA which contributed 0% in 2023 and only 5% of its 15% weighting in 2024 .
- 2024 annual and LT restricted stock awards to the CEO tied to 2023/2024 program mechanics were cancelled on August 5, 2024, as disclosed in the Information Statement referenced in the proxy .
Compensation Committee Analysis
- Committee membership (2024): Sabin (Chair), Sellers, Case; all independent per NYSE and SEC rules .
- Consultants: Pay Governance supported 2022–2023 programs; Ferguson Partners engaged for 2025—recommended shifting from options to restricted stock .
- Grant policy: Equity grants made during open windows; no timing around material nonpublic information; repricing prohibited without shareholder approval; awards subject to clawback .
Investment Implications
- Alignment and ownership: CEO owns 138,334 shares (<1%); large option grant (400,000) vests in thirds beginning Jan 1, 2025, creating potential incremental selling pressure at each vesting date depending on share price and liquidity .
- Pay-for-performance: Bonus design ties meaningfully to development and leasing execution; weak Adjusted EBITDA attainment (0% in 2023; partial in 2024) suggests earnings volatility risk despite operational progress .
- Governance and incentives: 2024 cancellation of annual and LT RS awards reduces near-term share issuance overhang and raises questions about award design stability; the 2025 shift away from options to RS should lower compensation volatility and reduce leverage risk in cyclical downturns .
- Retention and change-in-control: CEO enjoys robust severance and change-of-control protections (salary, 2x bonus, benefits continuation, accelerated vesting), supporting retention but increasing potential change-of-control costs; triggers and precise conditions rely on plan and agreement details summarized in the proxy .
- Trading/pledging risks: Company prohibits pledging by insiders (exceptions possible), which supports alignment; however, the largest shareholder has pledged a significant block of shares, a potential overhang in adverse scenarios; no CEO pledges disclosed .
- Compliance signal: A late Form 4 for the CEO option grant is a minor process red flag but not uncommon in smaller issuers .
Values retrieved from S&P Global*