Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-07

Maui Land & Pineapple Co., Inc. (MLP)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,378,306
Race Randle total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
97.36%
Say-on-pay support, latest vote
Companies that benchmark against MLP
3 companies name MLP as a compensation peer

Each company listed discloses MLP in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named MLP in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Race Randle$551,250$0$826,876$0$180$1,378,306
Chief Executive Officer
Wade Kodama246,7500246,75001,188494,688
Chief Financial Officer, Treasurer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Race Randle$1,378,306$2,933,180$1,149,461−1,554,874
Wade Kodama494,688383,188357,300+111,500

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Race RandleCEO2026-05-20A32,000$0$0CommonForm 4 ↗
R. Scot SellersDirector2026-05-20A50,80000CommonForm 4 ↗
Wade KodamaCFO2026-07-06D64000CommonForm 4 ↗
Race RandleCEO2026-07-06D3,43700CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Wade KodamaRSA2025-03-031,276$24,754
Race RandleRSA2025-03-0315,536301,398
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Wade KodamaRSU4,460$75,552
Wade KodamaRSU1,27621,615
Race RandleRSU15,536263,180
05

Incentive-plan design — the Compensation Discussion & Analysis

The primary objective of our executive compensation program is to attract, retain, and motivate talented executives who can lead our Company in pursuing our mission, achieving our strategic objectives, and creating long-term value for our stockholders. We recognize there is significant competition for talented executives, especially within the geographic regions in which our operations are located.

CEO STI target (% of salary)75%
CEO LTI target (% of salary)
Independent consultantPay Governance, LLC
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2714,604,008372,64824,03297.36%Passed
20252025-05-2113,553,101912,93210,07293.62%Passed
20242024-05-1514,462,377284,53515,57297.97%Passed
20232023-05-1613,425,068849,37243,03693.77%Passed
20222022-06-2914,558,208806,88030,22194.56%Passed
20212021-04-2814,746,195436,67928,02796.94%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2797.36%a
20252025-05-2193.62%b
20242024-05-1597.97%c

a. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote " AGAINST " this proposal.”.

b. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote " AGAINST " this proposal.”.

c. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote " AGAINST " this proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
R. Scot SellersIndependent · Board Chair · Compensation$62,500$226,286$0$0$288,786
Anthony P. TakitaniIndependent · Audit · Nominating and Corporate Governance (Chair)45,000132,72400177,724
John SabinIndependent · Compensation (Chair) · Nominating and Corporate Governance45,000125,87700170,877
Glyn AeppelIndependent · Audit · Nominating and Corporate Governance45,000123,59500168,595
Ken OtaIndependent · Audit · Nominating and Corporate Governance45,000123,59500168,595
A. Catherine NgoIndependent · Audit (Chair)45,000121,31200166,312
Steve CaseIndependent · Compensation45,00083,80900128,809
09

Board fee structure and ownership guideline

Annual cash retainer$45,000
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)
Stock ownership guideline5x annual cash retainer
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$332,500
Equity awards (grant-date value)$937,198
All other compensation$0
Total cost of the board$1,269,698

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Maui Land & Pineapple Co., Inc.2025Race Randle$551,250$826,876$0$1,378,306

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at Maui Land & Pineapple Co., Inc. in fiscal 2025?
Race Randle, Chief Executive Officer, was the highest-paid executive at Maui Land & Pineapple Co., Inc. in fiscal 2025 with total compensation of $1,378,306.
How does Maui Land & Pineapple Co., Inc.'s chief executive pay compare to its disclosed peer group?
The CEO pay percentile of disclosed peers was not disclosed in this extract.
What is Maui Land & Pineapple Co., Inc.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio was not disclosed in this extract.
How did shareholders vote on Maui Land & Pineapple Co., Inc.'s executive compensation?
Shareholders voted 97.36% in support of the executive compensation plan.
How much does Maui Land & Pineapple Co., Inc. spend in total on board compensation for fiscal 2025?
Total board compensation for fiscal 2025 was $1,269,698.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Race RandleDEF 14A2026-04-090001437749-26-011910Section “Summary Compensation Table”. As printed: 1,378,306. Filing ↗machine: t67 · r1 · c29 · span 307864–307873
2Section 01, Wade KodamaDEF 14A2026-04-090001437749-26-011910Section “Summary Compensation Table”. As printed: 494,688. Filing ↗machine: r3 · c29 · span 320545–320552
3Section 03, Wade Kodama RSADEF 14ASection “Executive Compensation” · grants of plan-based awards table.
4Section 03, Race Randle RSADEF 14ASection “Executive Compensation” · grants of plan-based awards table.
5Section 07, pay ratio10-K2026-04-010001437749-26-010765Section “CEO Pay Ratio”. As printed: —. Filing ↗
6Section 08, R. Scot SellersDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 288,786. Filing ↗machine: t89 · r6 · c11 · span 585825–585832
7Section 08, Anthony P. TakitaniDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 177,724. Filing ↗machine: t89 · r7 · c11 · span 588400–588407
8Section 08, John SabinDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 170,877. Filing ↗machine: t89 · r5 · c11 · span 583254–583261
9Section 08, Glyn AeppelDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 168,595. Filing ↗machine: t89 · r1 · c11 · span 572988–572995
10Section 08, Ken OtaDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 168,595. Filing ↗machine: t89 · r4 · c11 · span 580688–580695
11Section 08, A. Catherine NgoDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 166,312. Filing ↗machine: t89 · r3 · c11 · span 578125–578132
12Section 08, Steve CaseDEF 14A2026-04-090001437749-26-011910Section “Director Compensation”. As printed: 128,809. Filing ↗machine: t89 · r2 · c11 · span 575553–575560
13Section 02, Race Randle 2026-05-20Form 42026-05-220001972724-26-000008Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, R. Scot Sellers 2026-05-20Form 42026-05-220001195979-26-000006Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Wade Kodama 2026-07-06Form 42026-07-070001912031-26-000015Insider equity transaction reported since the proxy statement. Filing ↗
16Section 02, Race Randle 2026-07-06Form 42026-07-070001972724-26-000010Insider equity transaction reported since the proxy statement. Filing ↗
17Section 06, 2026 voteForm 8-K2026-05-270001437749-26-018611Item 5.07 · say-on-pay result. As reported: 97.36% (votes for as printed: 14,604,008). Filing ↗
18Section 06, 2025 voteForm 8-K2025-05-220001437749-25-018174Item 5.07 · say-on-pay result. As reported: 93.62% (votes for as printed: 13,553,101). Filing ↗
19Section 06, 2024 voteForm 8-K2024-05-160001437749-24-017307Item 5.07 · say-on-pay result. As reported: 97.97% (votes for as printed: 14,462,377). Filing ↗
20Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
21Section 09b board cost (computed)ComputedcomputedCash 332,500 + equity 937,198 + all other 0 = 1,269,698, summed across the director compensation table rows.machine: formula: Σ = 1,269,698
22Maui Land & Pineapple Co., Inc. (subject), Section 10b CEO totalDEF 14A2026-04-090001437749-26-011910CEO total compensation as printed in Maui Land & Pineapple Co., Inc.'s own proxy. As printed: 1,378,306. Filing ↗machine: t67 · r1 · c29 · span 307864–307873