Wade K. Kodama
About Wade K. Kodama
Wade K. Kodama, age 60, is Chief Financial Officer, Treasurer, and the Company’s Principal Financial and Principal Accounting Officer at Maui Land & Pineapple Company, Inc. (NYSE: MLP). He joined as CFO around October 1, 2021 and holds a BBA in Accounting from the University of Hawai‘i at Mānoa . Kodama provides Sarbanes‑Oxley 302 and 906 certifications and serves as the authorized signatory on current reports, underscoring accountability for controls and reporting quality . Company performance during his tenure shows cumulative TSR rising from 94.58 (base $100) in 2022 to 159.54 in 2023 and 220.68 in 2024, while net income moved from $1.787M in 2022 to losses of $(3.080)M in 2023 and $(7.391)M in 2024 . Operationally, management highlighted a 46% YoY increase in leasing revenue for the first half of 2025 (H1 2025 operating revenues $10.406M vs $5.128M in H1 2024) and a strategic decision to annuitize former employees’ pensions, which temporarily impacted GAAP earnings in Q2 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hawaii Unified Industries | Chief Financial Officer | Jul 2019 – Sep 2021 | Led finance at an integrated industrial services company, preparing for transition to MLP . |
| Grace Pacific, LLC (subsidiary of Alexander & Baldwin) | Vice President of Finance | 2018 – Apr 2019 | Oversaw finance for state-wide road building/paving/quarry operations . |
| Shimmick/Traylor/Granite JV (Honolulu Rail Transit) | Project Controller | 2016 – 2018 | Controlled $985M transit construction contract, enhancing megaproject governance . |
| Weeks Marine | VP Finance & CIO | 2012 – 2016 | Ran finance and IT at ~$800M dredging/marine construction firm . |
| Watts Constructors (subsidiary of The Weitz Company) | CFO & VP Finance | 2007 – 2012 | Led finance at ~$300M defense/civil contractor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Parents and Children Together (501(c)(3)) | Board Member | Not disclosed | Early education and family services for underprivileged youth . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $210,000 | $235,000 |
| Cash Bonus ($) | — (none disclosed) | — (none disclosed) |
| All Other Compensation ($) | $300 | $1,188 |
Performance Compensation
Incentive Awards – Grant Detail
| Grant Date | Type | Shares | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Mar 2023 | Annual incentive (for FY 2022) | 6,718 | Immediate on grant | $61,600 |
| Mar 2023 | Long‑term incentive | 6,720 | Quarterly over 3 years (12 quarters) | $61,600 |
| Feb 2024 | Annual incentive (for FY 2023) | 3,824 | Immediate on grant | $73,500 |
| Feb 2024 | Long‑term incentive | 3,828 | Quarterly over 3 years (12 quarters) | $73,500 |
Performance Metrics and Achievement
| Metric | 2023 Achievement vs Max | 2024 Achievement vs Max |
|---|---|---|
| Adjusted EBITDA | 0% of 25% max | 5% of 15% max |
| Real estate / Land development & sales | Max achieved (25% in 2023) | Max achieved (40% in 2024) |
| Leasing – commercial real estate | Max achieved (25% in 2023) | Max achieved (30% in 2024) |
| Leasing – land | Part of leasing thresholds (max in 2023) | Max achieved (15% in 2024) |
| Resort amenity thresholds / Business operations | Max achieved (25% in 2023) | Max achieved (20% business operations in 2024) |
Notes:
- Annual incentive awards vest immediately and are delivered in common stock; long‑term incentives vest over three years in equal quarterly tranches; all unvested restricted shares accelerate upon a change‑in‑control under the 2017 Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 17,381 shares; <1% of outstanding . |
| Shares Outstanding (Record Date) | 19,742,784 . |
| Unvested Restricted Shares (12/31/2024) | 2,552 from 2/21/2024 grant; 2,240 from 2/22/2023 grant . |
| Implied Vested Shares (12/31/2024) | ~12,589 (derived: 17,381 – 2,552 – 2,240) . |
| Options (Exercisable/Unexercisable) | None disclosed for Kodama . |
| Hedging/Pledging | Company policy prohibits hedging and pledging (case‑by‑case pledging exceptions only via Audit Committee); no pledging by Kodama disclosed . |
| Ownership Guidelines | Not disclosed in proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | CFO term began around Oct 1, 2021 . |
| Agreement type | Offer letter (Kodama Employment Agreement) dated Sep 22, 2021; at‑will until terminated . |
| Initial base salary | $190,000 (adjustable by Board) . |
| Annual incentive | Restricted stock, immediate vesting on grant; up to 115% achievement of 50% of base salary . |
| Long‑term incentive | Restricted stock, vesting quarterly over 3 years; up to 115% achievement of 50% of base salary . |
| Benefits | Medical, dental, vision, FSA, group life/AD&D, travel accident, temp/LTD disability, 401(k) . |
| Severance plan | Covered under Company Executive Severance Plan; confidentiality obligations apply . |
| Change‑in‑control | Unvested restricted shares fully vest under the 2017 Plan upon change‑in‑control . |
| Clawback | Awards subject to clawback/recoupment by Board or as required by law . |
| Insider trading policy | Prohibits trading on MNPI; requires open window grants; prohibits hedging/pledging; policy amended Mar 4, 2025 . |
| Non‑compete | Not disclosed for Kodama (confidentiality provision noted) . |
Severance Economics (Assuming separation date 12/31/2024)
| Scenario | Severance Pay ($) | Incentive Compensation Severance ($) | Health Insurance ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | $176,250 | $101,325 | — | $277,575 |
| Without cause / Good reason | $352,500 | $202,650 | $42,056 | $597,206 |
Footnotes: CFO receives 75% of base salary for death/disability; 18 months of base salary for termination without cause/good reason; incentive severance equals 75% (death/disability) or 150% (without cause/good reason) of average prior two‑years incentive; continued health coverage provided where applicable .
Compensation Structure Analysis
- The Compensation Committee retained Ferguson Partners Consulting for 2025 and will eliminate options in favor of restricted stock to improve valuation certainty, reducing leverage and potential option‑driven selling pressure for executives .
- The Company sought shareholder approval to increase shares under the 2017 Equity and Incentive Award Plan by 800,000 (from 1,805,093 to 2,605,093) to support equity‑based incentives, implying ongoing equity issuance for retention and alignment .
- Insider grant practices avoid “spring‑loading”; grants occur in open trading windows and not timed around material filings .
- No related party transactions requiring disclosure since Jan 1, 2024; no legal proceedings disclosed for executives, mitigating governance red flags .
Performance & Track Record
- Kodama highlighted strategic pension annuitization in Q2 2025 to resolve legacy obligations; management reported strong leasing revenue growth (+46% YoY for H1 2025) and total H1 2025 operating revenues of $10.406M vs $5.128M in H1 2024 .
- Pay‑versus‑performance: Compensation Actually Paid tracked TSR improvement while net income remained negative in 2023‑2024; “CAP” for Non‑PEO NEOs averaged $365,440 (2023) and $383,003 (2024), reflecting equity‑linked pay structures .
Risk Indicators & Red Flags
- Delinquent Section 16(a) filing noted for Kodama (Form 4 disposition on June 28, 2024), warranting monitoring of insider transactions/timeliness .
- Hedging/pledging of Company stock is prohibited; no hedging/pledging by Kodama disclosed, lowering misalignment risk .
- Repricing of underwater options is prohibited under the 2017 Plan, reducing shareholder‑unfriendly practices .
Compensation Committee Analysis
- Compensation Committee (Chair: John Sabin; members: R. Scot Sellers, Steve Case) oversees NEO compensation; independent directors and external consultants inform pay levels and structures .
- Prior consultant Pay Governance provided studies in 2021/2022; the Committee shifted to Ferguson Partners in 2025 with a policy move from options to RSUs .
Equity Ownership & Outstanding Awards (12/31/2024)
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Wade K. Kodama | 17,381 | <1% | Unvested RS: 2,552 (2/21/24) and 2,240 (2/22/23) . |
Investment Implications
- Near‑term selling pressure: Long‑term restricted stock vests quarterly over 3 years (12 tranches), creating regular potential supply; monitor trading windows and any dispositions (noting Kodama’s June 28, 2024 Form 4 timing issue) .
- Alignment: No options for Kodama and a shift to RSUs company‑wide increase alignment with absolute share price and retention but reduce convexity; RSU acceleration on change‑in‑control adds event‑risk sensitivity .
- Retention risk: Severance economics for CFO (~$597K without cause/good reason) and ongoing equity grants support retention; however, equity plan share increase indicates continued dilution risk if stock‑settled awards remain large .
- Governance quality: SOX certifications by Kodama, insider trading policy, clawback provisions, and prohibition on option repricing are positives; monitor any future Section 16 timing lapses .
- Performance lens: TSR improved materially through 2024, but net losses persist; leasing growth is strong, yet pension annuitization and legacy obligations add accounting volatility—consider these when interpreting incentive outcomes tied to adjusted EBITDA and operating metrics .