Steve Case
About Steve Case
Steve Case (age 66) is an independent director of Maui Land & Pineapple Company, Inc. (MLP) and has served on the Board since December 2008 . He is Chairman and CEO of Revolution LLC and previously served as Chairman of Time Warner and Chairman/CEO of America Online, Inc.; he holds a BA in Political Science from Williams College . The proxy notes he “brings the perspective of our largest stockholder” to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| America Online, Inc. | CEO (1993–1995); Chairman & CEO (1995–Jan 2001) | 1993–Jan 2001 | Led expansion of public internet company |
| Time Warner, Inc. | Chairman of the Board | Jan 2001–May 2003 | Oversight of media conglomerate |
| Sweetgreen, Inc. | Director | Dec 2013–Jun 2022 | Board-level guidance to public food company |
| Revolution Foods (PBC) | Director | Jun 2014–Jul 2019 | Governance in mission-driven food company |
| Bloom Energy Corporation | Director | Jul 2014–Mar 2016 | Board experience in sustainable energy |
| BigCommerce Holdings, Inc. | Director | Jul 2013–Oct 2015 | Ecommerce board experience |
| Zipcar, Inc. | Director | Dec 2010–Mar 2013 | Mobility sector board role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Revolution LLC | Chairman & CEO | Since Apr 2005 | Investment firm leadership |
| Revolution Growth II, III, IV | Partner | Since Aug 2011; Jun 2015; Nov 2020 | Growth-stage investing |
| Revolution Ventures II, III | Partner | Since Jul 2013; Nov 2018 | Early-stage investing |
| Rise of the Rest Seed Funds I/II | Partner | Since Nov 2017; Mar 2019 | Seed investing focus |
| Rise of the Rest Real Estate Mgmt Co. | Partner | Since Dec 2019 | Real estate investments |
| Exclusive Resorts LLC | Chairman | Since Nov 2004 | Luxury travel membership company |
Board Governance
- Committee assignments: Compensation Committee member (not Chair) .
- Independence status: Board determined all directors are independent under NYSE/SEC rules .
- Attendance: In FY2024, Board met 4 times; Committees met 6 (Audit), 2 (Comp), 1 (N&G); all directors attended 100% of Board and committee meetings and the 2024 annual meeting .
- Lead Independent Director: None currently (roles of CEO and Chair are separated) .
- Family/legal checks: No family relationships; no legal proceedings requiring disclosure .
- Interlocks: John Sabin (MLP director) is CFO at Revolution LLC, creating a network interlock with Case’s firm .
Fixed Compensation
| Year | Cash Retainer | Equity (Restricted Stock) | Options | Notes |
|---|---|---|---|---|
| 2024 | $40,000 | $0 (3,124 RSUs granted 2/26/2024 were cancelled 8/5/2024) | $0 | Quarterly retainer ($10,000 per quarter) |
Performance Compensation
Director compensation is not performance-based at MLP. The company’s incentive metrics used for executives (context for pay-for-performance) are below.
| Metric | 2023 Weight | 2023 Achievement | 2024 Weight | 2024 Achievement |
|---|---|---|---|---|
| Adjusted EBITDA | 25% | 0% of max | 15% | 5% of max |
| Real Estate / Land Development & Sales | 25% | Max | 40% | Max |
| Leasing – Commercial RE | 25% | Max | 30% | Max |
| Leasing – Land | 25% | Max | 15% | Max |
| Resort Amenity / Business Operations | 25% (Resort amenities) | Max | 20% (Business operations) | Max |
Note: In 2025, Compensation Committee plans to eliminate options and replace with restricted stock for directors and NEOs (valuation certainty) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Implication |
|---|---|---|
| Revolution LLC | Case is Chairman & CEO; John Sabin (MLP director) is CFO at Revolution LLC | Board interlock; potential influence on Compensation and governance via shared affiliation |
| Exclusive Resorts LLC | Case is Chairman | Private-company chair; no disclosed transactions with MLP |
Expertise & Qualifications
- Education: BA in Political Science, Williams College .
- Core credentials: Founding tech/media leader (AOL), large-cap board leadership (Time Warner), private/venture investment leadership (Revolution) .
- Board skills: Extensive public company leadership; perspective of largest stockholder .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Vehicle | Pledged Shares |
|---|---|---|---|---|
| Steve Case | 11,977,166 | 60.67% | Substantially all via Steve Case Revocable Trust; Case is sole trustee | 5,993,750 pledged to Bank of Hawaii; 3,000,000 pledged to First Hawaiian Bank |
- Policy: Company prohibits hedging and pledging by insiders, with case-by-case exceptions permitted by the Audit Committee .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 .
Governance Assessment
-
Strengths:
- 100% attendance and active committee service; Compensation Committee comprised of independent directors .
- Separation of Chair and CEO roles; Board oversight focus; documented code of ethics and insider trading policy .
- No related-party transactions disclosed in the period; broad performance metrics underpin incentive programs .
-
Concerns and RED FLAGS:
- Controlling shareholder: Case beneficially owns 60.67% of MLP, which can concentrate voting power and influence board dynamics .
- Pledging: Case has pledged 8,993,750 shares (to Bank of Hawaii and First Hawaiian Bank), a significant alignment risk if margin calls occur; policy allows exceptions but pledging is a red flag for investor alignment .
- Interlock: Board interlock via Revolution LLC (Case’s firm) and director John Sabin (Revolution CFO) may raise independence/perceived conflict questions, especially on Compensation Committee matters .
- Equity plan dilution: Board is seeking to add 800,000 shares to the 2017 Plan (from 1,805,093 to 2,605,093), increasing potential dilution; directors are eligible plan participants .
-
Signals to monitor:
- Director equity grant practices: Case did not receive options and his 2024 restricted stock grant (3,124 shares) was cancelled on Aug 5, 2024; the Committee plans to move to restricted stock in 2025 for directors and NEOs .
- Auditor oversight and financial control rigor: Audit Committee reports cover restated 2023 10-K/A and 2024 filings, signaling active oversight .