alex-20230314

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

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☒ Definitive Proxy Statement

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☐ Soliciting Material under §240.14a-12

Alexander & Baldwin, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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LETTER TO OUR SHAREHOLDERS

To the Shareholders of Alexander & Baldwin, Inc.:

You are invited to attend the 2023 Annual Meeting of Shareholders of Alexander & Baldwin, Inc. (“A&B” or the “Company”), to be held on Tuesday, April 25, 2023 at 8:00 a.m. HST in a virtual format by live audio webcast. Information on how to attend our virtual Annual Meeting is included in the Proxy Statement. We hope that you can join us.

Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote your shares. You may vote via the Internet, by telephone or by requesting a paper proxy card to complete and return by mail. Specific instructions for shareholders are included in the enclosed proxy or on a Notice of Internet Availability of Proxy Materials being distributed to shareholders on or around March 14, 2023.

Your vote is important and your shares should be represented. Thank you for your continued support of A&B.

Sincerely,

CHRISTOPHER J. BENJAMIN
Chief Executive Officer

March 14, 2023

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NOTICE OF ANNUAL MEETING

822 Bishop Street • Honolulu, Hawaii 96813

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


When:			Meeting Agenda:
Tuesday, April 25, 2023 8:00 a.m., HST Where: The 2023 Annual Meeting will be held in a virtual format via live audio webcast. Shareholders may attend virtually and participate in the Annual Meeting, and vote their shares electronically, by visiting www.meetnow.global/MSJM4Y7. To participate in the Annual Meeting, a record shareholder will need to enter the 15-digit control number found on the proxy card.			1.Elect seven directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified; 2.Conduct an advisory vote on executive compensation; 3.Ratify the appointment of the independent registered public accounting firm for the ensuing year; and 4.Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors has set the close of business on February 16, 2023 as the record date for the meeting. Owners of Alexander & Baldwin, Inc. stock at the close of business on that date are entitled to receive notice of and to vote at the meeting.

By Order of the Board of Directors,

ALYSON J. NAKAMURA
Vice President and Corporate Secretary

March 14, 2023

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE PROMPTLY VOTE VIA THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL.

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SUMMARY INFORMATION

To assist you in reviewing this Proxy Statement, we would like to call your attention to key elements of this document. The following description is only a summary. For more information, please read the complete Proxy Statement.

Annual Meeting of Shareholders


When:			Tuesday, April 25, 2023, 8:00 a.m. HST
Where:			The 2023 Annual Meeting will be virtual, conducted entirely via live audio webcast
Record Date:			February 16, 2023
Voting:			Shareholders as of the record date are entitled to vote
Attendance:			Record shareholders must have the control number printed on their proxy card in order to access the virtual meeting. Shareholders who hold their shares through an intermediary must register and provide a Legal Proxy. Further information is included in this Proxy Statement.

Meeting Agenda


Agenda Item	Board Recommendation	Page Reference
Election of seven directors	FOR each director nominee	4
Advisory vote on executive compensation	FOR	49
Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm	FOR	51

Board Nominees

The following table provides summary information about each director nominee. Each director nominee is elected until the next Annual Meeting of Shareholders.


Name	Director Since	Occupation	Committees
Christopher J. Benjamin	2016	Chief Executive Officer, Alexander & Baldwin, Inc.	—
Diana M. Laing	2019	Retired CFO, American Homes 4 Rent	•Audit •Compensation
John T. Leong	2020	Co-Founder & CEO of Kupu Co-Founder & CEO of Pono Pacific Land Management, LLC	•Audit
Thomas A. Lewis, Jr.	2017	Retired CEO, Realty Income Corporation	•Compensation
Douglas M. Pasquale	2012	Founder & CEO of Capstone Enterprises Corporation	•Audit, Chair •Nominating & Corporate Governance

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Name	Director Since	Occupation	Committees
Michele K. Saito	2012	Executive Committee member and past Chair, Hawaii Business Roundtable Former President, DTRIC Insurance Company	•Compensation, Chair •Nominating & Corporate Governance
Eric K. Yeaman	2012	Founder & Managing Partner, Hoku Capital LLC	•Audit •Nominating & Corporate Governance, Chair

Executive Compensation Linked to Performance

2022 results reflected the strong performance of A&B's high-quality portfolio of grocery-anchored retail, industrial and ground lease assets. The Commercial Real Estate ("CRE") portfolio grew its Net Operating Income ("NOI") by over 6% year over year. Leasing activity remained robust, finishing the year with total leased occupancy of 95%, matching the high-water mark for occupancy over the past decade. In addition, we significantly advanced simplification efforts, selling approximately 20,200 acres of non-core landholdings and actively marketing Grace Pacific LLC ("Grace Pacific"), our materials and construction subsidiary. We completed the Aikahi Park Shopping Center and Hawaiian Island Creations renovation projects in Kailua and commenced the Manoa Marketplace revitalization. We also completed a 1.3 megawatt PV system at Pearl Highlands Center, one of the largest solar rooftop installations in the state. We strengthened our balance sheet and repurchased over 275,000 shares of A&B common stock.

In addition to strong performance in 2022, the Company continued to focus on corporate responsibility, key ESG matters and good governance in executive pay programs, all of which are described in further detail in this Proxy Statement.

The Company firmly believes in pay for performance and aligning pay with shareholder interests and the Company’s business objectives. Accordingly, the majority of executive compensation is tied to performance. As displayed in the charts below, in 2022, 77% of the target compensation for our Chief Executive Officer (“CEO”), Christopher Benjamin, was in the form of performance-based pay, consisting of annual incentives (cash) and long-term incentives (equity), with the remaining 23% set as fixed pay. For our other Named Executive Officers (“NEO”), 64% of their target compensation was performance-based with the remaining 36% set as fixed pay. The pay mix for our NEOs reflect the core of our ongoing pay program (i.e., base salary, annual cash incentive and long-term incentives) and does not include the one-time simplification incentive created in 2021. For additional information about the simplification program please refer to page 28.

All elements of executive compensation are generally targeted at the 50th percentile of market pay data. In 2022, our executive compensation program received strong support from shareholders with approximately 97% of Say-on-Pay votes cast in favor of the program.

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* Does not include one-time simplification incentive. Brett Brown served as Chief Financial Officer ("CFO") through November 30, 2022; Clayton Chun was appointed CFO effective December 1, 2022. Mr. Brown’s percentage was calculated using his annualized cash compensation and 2022 equity award, and Mr. Chun's percentage was calculated using his annualized cash compensation in his new role as CFO and 2022 equity award he received as Chief Accounting Officer.

We encourage you to read our Compensation Discussion and Analysis (“CD&A”), which begins on page 21 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our Named Executive Officers, as further described in the CD&A and “Proposal No. 2: Advisory Vote on Executive Compensation” beginning on page 49.

ALEXANDER & BALDWIN, INC. ▪ 2023 PROXY STATEMENT

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			Page
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
SUMMARY INFORMATION			i
ANNUAL MEETING INFORMATION			1
PROPOSAL NO. 1 : Election of Directors			4
Director Nominees and Qualifications of Directors			4
BOARD OF DIRECTORS INFORMATION			9
Corporate Governance Profile			9
Shareholder Engagement			9
Director Independence			9
Board Leadership Structure			9
Other Public Company Directorships			9
The Board’s Role in Strategy and Risk Oversight			10
Pay Risk Assessment			10
Board of Directors and Committees of the Board			11
Nominating Committee Processes			12
Board and Committee Self-Evaluation Process			13
Corporate Governance Guidelines			13
Code of Ethics			13
Code of Conduct			13
A&B’s Culture			13
Corporate Responsibility, Sustainability and ESG			14
Compensation of Directors			15
Director Share Ownership Guidelines			16
Communications with Directors			17
SHAREHOLDERS SECURITY OWNERSHIP			18
DIRECTORS AND EXECUTIVE OFFICERS INFORMATION			19
Security Ownership of Directors and Executive Officers			19
Certain Relationships and Transactions			19
EXECUTIVE COMPENSATION			21
Compensation Discussion and Analysis			21
Compensation Committee Report			34
Compensation Committee Interlocks and Insider Participation			34
Summary Compensation Table			34
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year-End			36
Option Exercises and Stock Vested			37
Pension Benefits			37
Non-Qualified Deferred Compensation			39
Other Potential Post-Employment Payments			39
CEO to Median Employee Pay Ratio Information			42
Chief Executive Officer Transition			43
Executive Compensation – Pay v. Performance			43
Use of Non-GAAP Financial Measures			45
PROPOSAL NO. 2: Advisory Vote on Executive Compensation			49
AUDIT COMMITTEE REPORT			50
PROPOSAL NO. 3: Ratification of Appointment of Independent Registered Public Accounting Firm			51
SHAREHOLDER PROPOSALS FOR 2024			52

ALEXANDER & BALDWIN, INC. ▪ 2023 PROXY STATEMENT

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PROXY STATEMENT

ANNUAL MEETING INFORMATION

Why am I receiving these materials?

The Board of Directors of Alexander & Baldwin, Inc. (“A&B” or the “Company”) is soliciting proxies for the Annual Meeting of Shareholders to be held on April 25, 2023 and at any adjournment or postponement of the meeting (the “Annual Meeting”).

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

On or around March 14, 2023, we mailed to our shareholders (other than to certain street name shareholders or those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing and reviewing on the Internet all of our proxy materials, including this Proxy Statement and our 2022 Annual Report to Shareholders. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials on the Internet. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

How can I request a paper copy of these materials?

You will not receive a printed copy of the proxy materials unless you request it. If you would prefer to receive printed proxy materials, please follow the instructions for requesting such materials contained in the Notice of Internet Availability of Proxy Materials. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

Can I vote using the Internet?

The Notice of Internet Availability of Proxy Materials also provides instructions for voting your shares using the Internet.

Who is entitled to vote at the Annual Meeting?

Shareholders of record at the close of business on February 16, 2023 are entitled to notice of and to vote at the Annual Meeting. On that date, there were 72,593,773 shares of common stock outstanding, each of which is entitled to one vote.

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Why is the 2023 Annual Meeting of Shareholders being held virtually?

Holding a virtual Annual Meeting allows shareholders who are located outside of Hawaii to participate. We have designed the virtual Annual Meeting to ensure that shareholders are given the same rights and opportunities to participate in the meeting as they would at an in-person meeting, using online tools to facilitate shareholder access and participation.

How will I be able to participate in the virtual 2023 Annual Meeting of Shareholders?

Record shareholders may join the virtual 2023 Annual Meeting using the 15-digit control number provided on their proxy card or Notice of Internet Availability of Proxy Materials and logging on to www.meetnow.global/MSJM4Y7.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance and provide Computershare, our transfer agent, a Legal Proxy from your bank or broker by 5:00 p.m. Eastern Time on April 20, 2023. Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your Legal Proxy, to legalproxy@computershare.com

By mail:
Computershare
Alexander & Baldwin Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on April 20, 2023. You will receive a confirmation of your registration by email after we receive your Legal Proxy.

Shareholders have the same rights and opportunities to participate in the meeting as they would at an in-person meeting through on-line tools that facilitate shareholder access and participation. Only shareholders are invited to attend the meeting.

Will there be a question and answer session?

You will be able to ask questions and vote your shares during the virtual meeting. Questions must comply with the Annual Meeting procedures and be pertinent to A&B and the meeting matters. If you wish to submit a question during the meeting, log in to the virtual meeting website, type your question in to the “Ask a Question” field and click “Submit.” Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

What if I have technical questions?

If you need technical support prior to and during the meeting you may contact customer support at (888) 724-2416. In addition, a link on the meeting page will provide further assistance should you need it during the meeting. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones). Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time.

What is the voting requirement to approve each of the proposals?

Provided a quorum is present, a majority of the votes cast will be necessary for the election of directors, the ratification of the appointment of the independent registered public accounting firm, and the approval, on an advisory basis, of our executive compensation.

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What effect do abstentions and broker non-votes have on the proposals?

Abstentions and broker non-votes will be included for purposes of establishing a quorum at the Annual Meeting. However, abstentions and broker non-votes will have no effect on the voting results for any matter, as they are not considered to be votes cast.

Who will bear the cost of soliciting votes for the Annual Meeting?

Officers, employees and directors of A&B and its subsidiaries may, without additional compensation, solicit proxies by telephone or by other appropriate means. Arrangements also will be made with brokerage firms and other persons that are record holders of A&B’s common stock to forward proxy soliciting material to the beneficial owners of the stock, and A&B will reimburse those record holders for their reasonable expenses. A&B has retained the firm of D.F. King & Co., Inc. to assist in the solicitation of proxies at a cost of $11,500 plus reasonable out-of-pocket expenses.

May I change my vote or revoke my proxy?

You may revoke your proxy or change your vote any time before it is voted at the Annual Meeting by:

•Filing a written revocation with the Corporate Secretary;

•Submitting a later-dated proxy or a later-dated vote by Internet or telephone; or

•Voting at the Annual Meeting.

When were the Proxy Statement materials made publicly available?

This Proxy Statement and the enclosed proxy are being mailed to shareholders and are being made available on the Internet at www.alexanderbaldwin.com on or about March 14, 2023.

What do the references to the term “A&B Predecessor” mean in this document?

References in this Proxy Statement to “A&B Predecessor” mean Alexander & Baldwin, Inc. prior to its separation from Matson, Inc. on June 29, 2012. A&B converted to a real estate investment trust (“REIT”) in 2017.

ALEXANDER & BALDWIN, INC. ▪ 2023 PROXY STATEMENT

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

In line with best practices, A&B’s directors stand for election annually, and elections are conducted using a majority voting standard in uncontested elections. We ask for your voting support for our seven directors named below, to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Director Nominees and Qualification of Directors. The nominees of the Board of Directors are the seven persons named below. All nominees are current members of the Board of Directors. The Board of Directors believes that all nominees will be able to serve. However, if any nominee should decline or become unable to serve for any reason, shares represented by the accompanying proxy will be voted for the replacement person nominated by the Board of Directors, or the Board may choose to reduce the number of directors serving on the Board. Each director nominee identified below was unanimously nominated by the Board at the recommendation of the Nominating and Corporate Governance Committee.

Below are the names, ages (as of March 31, 2023), and principal occupations of each person nominated by the A&B Board, their business experience during at least the last five years, the year each first was elected or appointed a director and qualifications of each director.

Our Nominating Committee is focused on creating a Board that consists of members that have a diversity of professional experience and a combined skill set to help oversee our business effectively. The Board weighs the alignment of Board capabilities with the needs of A&B as part of the Board’s self-assessment process. The Nominating Committee’s processes for selecting director nominees are described in greater detail in “Board of Directors Information” below.

Our Board members have a diverse range of perspectives and are knowledgeable about our businesses. Each director contributes in establishing a board climate of trust and respect, where deliberations are open and constructive.

Diverse Skills Aligned with Board Needs

This skills matrix represents the diverse skill sets of our seven directors being proposed for re-election. All directors are included in multiple categories.


✓	Commitment to strong corporate governance	✓	Focus on long-term value creation
✓	High ethical standards	✓	Diversity
✓	Operating segment expertise	✓	Knowledge of and involvement in Hawaii

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In selecting nominees, the Board has considered the factors noted above, the current mix of skills and experience represented by our directors, and the qualifications of each nominated director as follows.


			Christopher J. Benjamin Age: 59 Director Since: 2016

•Chief Executive Officer and Director of A&B since January 2016; Mr. Benjamin will retire as Chief Executive Officer, effective June 30, 2023

•President of A&B from June 2012 through December 2022

•Chief Operating Officer of A&B from June 2012 through December 2015

•President of A&B Land Group from September 2011 through June 2012

•President of A & B Properties, Inc. from September 2011 through August 2015

•Senior Vice President of A&B Predecessor from July 2005 through August 2011

•Chief Financial Officer of A&B Predecessor from February 2004 through August 2011

•Treasurer of A&B Predecessor from May 2006 through August 2011

•Plantation General Manager of Hawaiian Commercial & Sugar Company from March 2009 through March 2011

Director Qualifications: As a member of A&B’s and A&B Predecessor’s senior management team for nearly two decades, Mr. Benjamin, who is the Chief Executive Officer of A&B, brings to the Board an in-depth knowledge of all aspects of the Company’s real estate operations, including commercial real estate and real estate development. Having served for more than seven years as Chief Financial Officer, he has thorough knowledge of the financial management of the Company, including accounting, treasury and investor relations activities. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.


			Diana M. Laing Age: 68 Director Since: 2019

•Interim Chief Financial Officer of A&B from November 2018 through May 2019 and Interim Executive Vice President of A&B from October 2018 through May 2019

•Chief Financial Officer of American Homes 4 Rent (NYSE:AMH) from May 2014 through June 2018

•Chief Financial Officer of Thomas Properties Group, Inc. from May 2004 through December 2013

•Director of Spirit Realty Capital, Inc. (NYSE:SRC) since August 2018

•Director of CareTrust REIT, Inc. (NASDAQ:CTRE) since January 2019

•Director of Host Hotels (NASDAQ:HST) since October 2022

•Director of The Macerich Company (NYSE:MAC) from October 2003 through December 2022

Director Qualifications: As former Chief Financial Officer of American Homes 4 Rent, a REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties, as well as the former Chief Financial Officer of a number of other publicly-traded REITs, Ms. Laing contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. She has been designated by the Board of Directors as an Audit Committee Financial Expert. She also has board experience, including her service on the boards of other publicly traded companies.

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			John T. Leong Age: 45 Director Since: 2020

•Co-Founder and Chief Executive Officer of Kupu (a non-profit entity focused on conservation and youth education) since January 2007

•Co-Founder and Chief Executive Officer of Pono Pacific Land Management, LLC (“Pono Pacific”) since August 2000

Director Qualifications: As Co-Founder and Chief Executive Officer of both Kupu and Pono Pacific, Mr. Leong brings to the Board experience in non-profit, environmental and community matters. In addition, he has commercial real estate experience and expertise through his family’s real estate holdings. Mr. Leong also has board experience, including his service on various corporate and non-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.


			Thomas A. Lewis, Jr. Age: 70 Director Since: 2017

•Vice Chairman of the Board of Realty Income Corporation (NYSE:O) (“Realty Income”) from September 1993 to May 2014; Chief Executive Officer of Realty Income from February 1997 through September 2013

•Director of Sunstone Hotel Investors, Inc. (NYSE:SHO) from May 2006 through April 2021

Director Qualifications: As former Chief Executive Officer and Vice Chairman of Realty Income, one of the nation’s largest and most successful REITs, Mr. Lewis contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. He also has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii, having spent his teen and collegiate years on Oahu, and is a part-time resident.


			Douglas M. Pasquale Age: 68 Director Since: 2012 Lead Independent Director since 2018

•Founder and Chief Executive Officer of Capstone Enterprises Corporation (investment and consulting firm) since January 2012

•Interim Chief Executive Officer of Sunstone Hotel Investors, Inc. (NYSE:SHO) (“Sunstone”) from September 2, 2021 to March 7, 2022; Executive Chairman of the Board of Sunstone from March 7, 2022 through September 1, 2022; director of Sunstone since November 2011

•Senior Advisor to HCP, Inc. (healthcare REIT) from June 2017 through December 2019

•Director of Ventas, Inc. (NYSE:VTR) (“Ventas”) (healthcare REIT) from July 2011 through May 2017

•Senior Advisor to the Chief Executive Officer of Ventas from July 2011 through December 2011, upon Ventas’s acquisition of Nationwide Health Properties, Inc. (formerly NYSE:NHP) (“NHP”) in July 2011

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•Chairman of the Board, President and Chief Executive Officer of NHP (healthcare REIT) from May 2009 to July 2011; President and Chief Executive Officer of NHP from April 2004 to July 2011; Executive Vice President and Chief Operating Officer of NHP from November 2003 to April 2004

•Director of NHP from November 2003 through July 2011

•Chairman of the Board and Chief Executive Officer of ARV Assisted Living, Inc. from December 1999 to September 2003 and, concurrently, President and Chief Executive Officer of Atria Senior Living Group from April 2003 to September 2003

•Director of Terreno Realty Corporation (NYSE:TRNO) since February 2010

•Director of Dine Brands Global, Inc. (NYSE:DIN) since March 2013

•Director of A&B Predecessor from April 2005 through June 2012

Director Qualifications: As Chief Executive Officer of Capstone Enterprises and as former President, Chief Executive Officer and Chairman of the Board of Nationwide Health Properties, Inc. prior to its merger in July 2011 with Ventas, Mr. Pasquale contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. This experience has provided Mr. Pasquale with financial expertise, and he has been designated by the Board of Directors as an Audit Committee Financial Expert. He also has board experience, including his service on the boards of other publicly traded companies.


			Michele K. Saito Age: 63 Director Since: 2012

•Executive Committee member and Past Chair of Hawaii Business Roundtable (“HBR”) since July 2022; Chair of HBR from January 2019 through June 2022

•President and Director of DTRIC Insurance Company (insurance) from March 2014 through June 2021

•Chief Operating Officer of Healthways Hawaii (healthcare) from March 2013 through July 2013

•President and Director of Farmers Insurance Hawaii (“Farmers”) from January 2010 through August 2012

•Executive Vice President and Chief Operating Officer of AIG Hawaii/Farmers from April 2009 through December 2009

•Senior Vice President, Secretary and Treasurer of AIG Hawaii from 2001 through March 2009

Director Qualifications: As former President of DTRIC Insurance Company and Farmers, two of Hawaii’s largest insurance companies, Ms. Saito brings to the Board experience in managing a complex business organization and financial and accounting expertise. Ms. Saito also has board experience, including her service on various corporate and non-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through her involvement in the Hawaii business community and local community organizations.


			Eric K. Yeaman Age: 55 Director Since: 2012 Chairman of the Board since October 2020

•Founder and Managing Partner, Hoku Capital LLC (strategic advisory services) since August 2019

•President and Chief Operating Officer of First Hawaiian, Inc. (NASDAQ:FHB) from August 2016 through August 2019

•President, Chief Operating Officer and Director of First Hawaiian Bank from June 2015 through August 2019

•President and Chief Executive Officer of Hawaiian Telcom Holdco, Inc. (NASDAQ:HCOM) (“Hawaiian Telcom”) (telecommunications) from June 2008 to June 2015

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•Director of Hawaiian Telcom from June 2008 to July 2018

•Chief Operating Officer of Hawaiian Electric Company, Inc. from January 2008 through June 2008

•Financial Vice President, Treasurer and Chief Financial Officer of Hawaiian Electric Industries, Inc. (NYSE:HE) from January 2003 through January 2008

•Chief Operating Officer and Chief Financial Officer of The Kamehameha Schools from 2000 to January 2003

•Director of Alaska Air Group, Inc., (NYSE:ALK) since November 2012

Director Qualifications: As former President and Chief Operating Officer of FHB and former Chief Executive Officer of Hawaiian Telecom, the state’s leading integrated communications company, Mr. Yeaman brings to the Board experience in managing complex business organizations. He also has financial and accounting expertise and has been designated by the Board of Directors as an Audit Committee Financial Expert. Mr. Yeaman has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.

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BOARD OF DIRECTORS INFORMATION

Corporate Governance Profile. Sound principles of corporate governance are a priority for A&B’s Board of Directors. Governance highlights include:

•A diverse, independent board: 29% women; 43% ethnically diverse; 86% independent

•Independent leadership, consisting of a separate chair and chief executive officer, combined with a lead independent director

•Multiple skill sets represented on the board, as reflected in the skills matrix in the Director Nominees and Qualifications of Directors section of this Proxy Statement

•Annual election of directors

•A majority voting standard in uncontested director elections

•Shareholders can amend the bylaws with a majority vote; can call special meetings with a 10% vote

•No poison pill

•Meaningful director share ownership guidelines

•Annual board evaluations

•An Audit Committee composed of a majority of Audit Committee Financial Experts

•Mandatory retirement age of 72

•Average tenure of 7.5 years

•Robust shareholder engagement program

Shareholder Engagement. A&B values the views of its shareholders. During 2022, members of our management team met or offered to meet with shareholders who cumulatively owned approximately 74 percent of our stock to discuss our operations, corporate governance, environmental and social initiatives, and executive compensation, and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board.

Director Independence. The Board has reviewed each of its current directors and nominees and has determined that Messrs. Leong, Lewis, Pasquale and Yeaman and Mses. Laing and Saito are independent under New York Stock Exchange (“NYSE”) rules. In making its independence determinations, the Board considered the following: Ms. Laing – her status as a former interim officer of A&B for seven months from November 2018 through May 2019.

Board Leadership Structure. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. It understands that there is no single approach to providing Board leadership and that the right Board leadership structure may vary as circumstances warrant.

The Board currently has a separate non-executive Chairman, a CEO and a Lead Independent Director. At this time, the Board believes that a separate Chairman is beneficial in providing oversight and leadership in handling board responsibilities. This also allows our CEO to focus on Company strategy and business operations. The Lead Independent Director’s duties include consulting with the Chairman of the Board on agendas and meeting schedules, facilitating the process for the Board’s self-evaluation, presiding at Board meetings in the absence of the Chairman or over matters on which the Chairman may be conflicted, and consulting with the Chairman on key issues related to the Company.

Mr. Yeaman serves as A&B's non-executive Chairman of the Board, offering his extensive executive experience, knowledge of the Hawaii community, contributions on A&B’s Audit and Compensation Committees, board tenure, leadership abilities and integrity in that role. Mr. Pasquale serves in the role of Lead Independent Director, where he works closely with our Chairman and our CEO. The Board has determined that its leadership structure is appropriate for A&B at this time and enables Messrs. Yeaman, Pasquale and Benjamin to bring complementary skills and areas of expertise, while also creating an independent and effective Board.

Other Public Company Directorships. The Board recognizes the time commitments attendant to Board membership and expects that directors be fully committed to devoting the time necessary to fulfill their Board responsibilities. Under A&B’s Corporate Governance Guidelines, directors may sit on no more than four public company boards (including A&B’s). The Nominating and Corporate Governance Committee conducts an annual review of director commitment levels in connection with its recommendation of directors for election to the Board at the annual meeting of stockholders, with consideration given to public company leadership roles and outside commitments. It also will consider the number of other public company boards and other boards (or comparable

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governing bodies) on which a prospective nominee is a member. The Committee has reviewed the 2023 director nominees and affirms that all directors are compliant at this time.

The Board’s Role in Strategy and Risk Oversight. The Board oversees the strategic direction of the Company. It has provided leadership on critical strategic issues, including focusing and growing the commercial real estate portfolio in Hawaii, the simplification of the Company’s business model, and the Company’s response to COVID-19. It receives regular strategic presentations from management and reviews and evaluates the Company’s strategic and operating plans, as appropriate.

The Board also has oversight of the risk management process, which it administers in part through the Audit Committee. One of the Audit Committee’s responsibilities involves discussing policies regarding risk assessment and risk management. Risk oversight plays a role in all major Board decisions and the evaluation of risk is a key part of the decision-making process. For example, the identification of risks and the development of sensitivity analyses are key requirements for capital requests that are presented to, and evaluated by, the Board.

This risk management process occurs throughout all levels of the organization, but is also facilitated through a formal process in which the Company identifies significant risks through regular discussions with all levels of management. Risk management is reflected in the Company’s compliance, auditing and risk management functions, and its risk-based approach to strategic and operating decision-making. Management reviews its risk management activities with the Audit Committee and the full Board of Directors on a regular basis. In addition, risk management perspectives from each of A&B’s business segments are included in the Company’s operating and strategic plans.

Cybersecurity and information security risks are among the risks discussed with the Audit Committee quarterly and reported to the full Board annually. Mandatory cybersecurity training is required annually for employees, and annual assessments of employee security awareness are performed. Cybersecurity reviews by a national security firm are conducted and insurance exists to cover information security risks.

The Board also provides oversight of ESG-related risks, which are described in the Corporate Responsibility, Sustainability and ESG section of this Proxy Statement.

The Board believes that its current leadership structure is conducive to the risk oversight process.

Pay Risk Assessment. The Compensation Committee reviews compensation policies, plans and structure for the Company’s executive group, to ascertain whether any of the compensation programs and practices create excessive risks or motivate risky behaviors that are reasonably likely to have a material adverse effect on the Company. Management has worked with the Compensation Committee to review the NEOs’ incentive plans and related policies and practices, and the overall structure and positioning of total pay, pay mix, the risk management process and related internal controls.

Based on its formal review process, the Compensation Committee concluded that there continues to be no material adverse effects due to pay risk. Management and the Compensation Committee concluded that A&B’s NEO compensation programs represent an appropriate balance of fixed and variable pay, cash and equity, short-term and long-term compensation, financial and non-financial performance, and an appropriate level of enterprise-wide risk oversight. The Company periodically reviews the compensation policies, plans and structure for the Company’s employees and, based on such review, our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

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Strong Compensation Risk Management •Robust stock ownership guidelines •Multi-year vesting periods of equity awards •Capped incentive payments •Use of multiple performance metrics •Pay philosophy for all elements of pay targeted at the 50th percentile •Reasonable payout tied to company and individual performance (e.g., incentive awards funding of 50% at threshold, 100% at target, 200% at maximum, with linear interpolation between each goal) •50% of NEOs’ equity awards granted are performance-based, using relative total shareholder return (“TSR”) over three years as a performance metric •Review of goal-setting by the Compensation Committee to ensure that goals are appropriate •Mix of pay that is consistent with competitive practices for organizations similar in size and complexity •Insider trading and hedging prohibitions •A compensation clawback policy •Oversight by a Compensation Committee composed of independent directors

Board of Directors and Committees of the Board. The Board of Directors held seven meetings during 2022. At all regularly scheduled meetings, the independent directors of A&B met in executive sessions, led by the Chairman of the Board. In 2022, all directors were present at 100% of the meetings of the A&B Board of Directors and Committees of the Board on which they serve. The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which is governed by a charter, which is available on the corporate governance page of A&B’s website, www.alexanderbaldwin.com.


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Christopher J. Benjamin
Diana M. Laing	Member	Member
John T. Leong	Member
Thomas A. Lewis, Jr.		Member
Douglas M. Pasquale	Chair		Member
Michele K. Saito		Chair	Member
Eric K. Yeaman	Member		Chair

Audit Committee: The current members of the Audit Committee are:

•Mr. Pasquale, Chair

•Ms. Laing

•Mr. Leong

•Mr. Yeaman

The Board has determined that each member is independent under the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that Mr. Pasquale, Mr. Yeaman and Ms. Laing are “audit committee financial experts” under SEC rules. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors and are summarized in the Audit Committee Report, which appears in this Proxy Statement. The Audit Committee met five times during 2022.

Compensation Committee: The current members of the Compensation Committee are:

•Ms. Saito, Chair

•Ms. Laing

•Mr. Lewis

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The Board has determined that each member is independent under the applicable NYSE listing standards. The Compensation Committee has general responsibility for management and other salaried employee compensation and benefits, including incentive compensation and stock incentive plans, and for making recommendations to the Board on director compensation. The Compensation Committee may form subcommittees and delegate such authority as the Committee deems appropriate, subject to any restrictions by law or listing standard. For further information on the processes and procedures for consideration of executive compensation, see the “Compensation Discussion and Analysis” section below. The Compensation Committee met four times during 2022.

Nominating and Corporate Governance Committee: The current members of the Nominating and Corporate Governance Committee (the “Nominating Committee”) are:

•Mr. Yeaman, Chair

•Ms. Saito

•Mr. Pasquale

The Board has determined that each member is independent under the applicable NYSE listing standards. The functions of the Nominating Committee include recommending to the Board individuals qualified to serve as directors; recommending to the Board the size and composition of committees of the Board and monitoring the functioning of the committees; advising on Board composition and procedures; reviewing corporate governance issues; overseeing the annual evaluation of the Board; and ensuring that an evaluation of management is occurring. The Nominating Committee met four times during 2022.

Nominating Committee Processes. The Nominating Committee is responsible for recommending to the Board individuals qualified to serve as directors of the Company. The Nominating Committee believes that the minimum qualifications for serving as a director are high ethical standards, a commitment to shareholders, a genuine interest in A&B and a willingness and ability to devote adequate time to a director’s duties. The Nominating Committee also may consider other factors it deems to be in the best interests of A&B and its shareholders, such as business experience, financial expertise and knowledge and involvement in Hawaii communities and businesses.

Board Diversity: The Board believes that the Company benefits from having directors with a diversity of viewpoints, backgrounds and experiences. The Nominating Committee considers diversity with respect to gender, ethnicity, knowledge, skills, professional experience, education and expertise, and representation in industries and geographies relevant to the Company as important factors in its evaluation of candidates. Currently, of our seven directors, two are women and three are ethnically diverse. Board leadership also is diverse -- the Chairman of the Board, who also chairs the Nominating and Corporate Governance Committee, is part Native Hawaiian and the Chair of the Compensation Committee is female. Hawaii, where we have been headquartered for over 150 years, is a diverse community. The Board considers the diversity of our workforce, community, tenants and stakeholders as it evaluates its composition.

The Nominating Committee identifies potential nominees through various methods, including engaging, when appropriate, firms that specialize in identifying director candidates and by asking current directors to notify t

SEC Form DEF 14A filed by Alexander & Baldwin Inc.