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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Race Randle | $551,250 | $0 | $826,876 | $0 | — | — | $180 | $1,378,306 |
| Chief Executive Officer | ||||||||
| Wade Kodama | 246,750 | 0 | 246,750 | 0 | — | — | 1,188 | 494,688 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Race Randle | $1,378,306 | $2,933,180 | $1,149,461 | −1,554,874 |
| Wade Kodama | 494,688 | 383,188 | 357,300 | +111,500 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Race Randle | CEO | 2026-05-20 | A | 32,000 | $0 | $0 | Common | Form 4 ↗ |
| R. Scot Sellers | Director | 2026-05-20 | A | 50,800 | 0 | 0 | Common | Form 4 ↗ |
| Wade Kodama | CFO | 2026-07-06 | D | 640 | 0 | 0 | Common | Form 4 ↗ |
| Race Randle | CEO | 2026-07-06 | D | 3,437 | 0 | 0 | Common | Form 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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Wade Kodama | RSA | 2025-03-03 | — | — | 1,276 | — | $24,754 |
| Race Randle | RSA | 2025-03-03 | — | — | 15,536 | — | 301,398 |
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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Wade Kodama | RSU | 4,460 | — | $75,552 |
| Wade Kodama | RSU | 1,276 | — | 21,615 |
| Race Randle | RSU | 15,536 | — | 263,180 |
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 consultant | Pay Governance, LLC |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-27 | 14,604,008 | 372,648 | 24,032 | 97.36% | Passed |
| 2025 | 2025-05-21 | 13,553,101 | 912,932 | 10,072 | 93.62% | Passed |
| 2024 | 2024-05-15 | 14,462,377 | 284,535 | 15,572 | 97.97% | Passed |
| 2023 | 2023-05-16 | 13,425,068 | 849,372 | 43,036 | 93.77% | Passed |
| 2022 | 2022-06-29 | 14,558,208 | 806,880 | 30,221 | 94.56% | Passed |
| 2021 | 2021-04-28 | 14,746,195 | 436,679 | 28,027 | 96.94% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-27 | 97.36%a |
| 2025 | 2025-05-21 | 93.62%b |
| 2024 | 2024-05-15 | 97.97%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| R. Scot SellersIndependent · Board Chair · Compensation | $62,500 | $226,286 | $0 | — | $0 | $288,786 |
| Anthony P. TakitaniIndependent · Audit · Nominating and Corporate Governance (Chair) | 45,000 | 132,724 | 0 | — | 0 | 177,724 |
| John SabinIndependent · Compensation (Chair) · Nominating and Corporate Governance | 45,000 | 125,877 | 0 | — | 0 | 170,877 |
| Glyn AeppelIndependent · Audit · Nominating and Corporate Governance | 45,000 | 123,595 | 0 | — | 0 | 168,595 |
| Ken OtaIndependent · Audit · Nominating and Corporate Governance | 45,000 | 123,595 | 0 | — | 0 | 168,595 |
| A. Catherine NgoIndependent · Audit (Chair) | 45,000 | 121,312 | 0 | — | 0 | 166,312 |
| Steve CaseIndependent · Compensation | 45,000 | 83,809 | 0 | — | 0 | 128,809 |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | 5x annual cash retainer |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Maui Land & Pineapple Co., Inc. | 2025 | Race 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Race Randle | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Summary Compensation Table”. As printed: 1,378,306. Filing ↗machine: t67 · r1 · c29 · span 307864–307873 |
| 2 | Section 01, Wade Kodama | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Summary Compensation Table”. As printed: 494,688. Filing ↗machine: r3 · c29 · span 320545–320552 |
| 3 | Section 03, Wade Kodama RSA | DEF 14A | — | — | Section “Executive Compensation” · grants of plan-based awards table. |
| 4 | Section 03, Race Randle RSA | DEF 14A | — | — | Section “Executive Compensation” · grants of plan-based awards table. |
| 5 | Section 07, pay ratio | 10-K | 2026-04-01 | 0001437749-26-010765 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, R. Scot Sellers | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 288,786. Filing ↗machine: t89 · r6 · c11 · span 585825–585832 |
| 7 | Section 08, Anthony P. Takitani | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 177,724. Filing ↗machine: t89 · r7 · c11 · span 588400–588407 |
| 8 | Section 08, John Sabin | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 170,877. Filing ↗machine: t89 · r5 · c11 · span 583254–583261 |
| 9 | Section 08, Glyn Aeppel | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 168,595. Filing ↗machine: t89 · r1 · c11 · span 572988–572995 |
| 10 | Section 08, Ken Ota | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 168,595. Filing ↗machine: t89 · r4 · c11 · span 580688–580695 |
| 11 | Section 08, A. Catherine Ngo | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 166,312. Filing ↗machine: t89 · r3 · c11 · span 578125–578132 |
| 12 | Section 08, Steve Case | DEF 14A | 2026-04-09 | 0001437749-26-011910 | Section “Director Compensation”. As printed: 128,809. Filing ↗machine: t89 · r2 · c11 · span 575553–575560 |
| 13 | Section 02, Race Randle 2026-05-20 | Form 4 | 2026-05-22 | 0001972724-26-000008 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, R. Scot Sellers 2026-05-20 | Form 4 | 2026-05-22 | 0001195979-26-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Wade Kodama 2026-07-06 | Form 4 | 2026-07-07 | 0001912031-26-000015 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Race Randle 2026-07-06 | Form 4 | 2026-07-07 | 0001972724-26-000010 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-05-27 | 0001437749-26-018611 | Item 5.07 · say-on-pay result. As reported: 97.36% (votes for as printed: 14,604,008). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-05-22 | 0001437749-25-018174 | Item 5.07 · say-on-pay result. As reported: 93.62% (votes for as printed: 13,553,101). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-05-16 | 0001437749-24-017307 | Item 5.07 · say-on-pay result. As reported: 97.97% (votes for as printed: 14,462,377). Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 332,500 + equity 937,198 + all other 0 = 1,269,698, summed across the director compensation table rows.machine: formula: Σ = 1,269,698 |
| 22 | Maui Land & Pineapple Co., Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-09 | 0001437749-26-011910 | CEO 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 |