MATSON INC (MATX)
Sector: Industrials
2026 Annual Meeting Analysis
MATSON INC · Meeting: April 23, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Cox has served as CEO and director since 2012; Matson's 3-year stock return of +190.8% outperforms the company-disclosed peer group median by +177.8 percentage points, far exceeding the 65-point threshold needed to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Kuriyama has served as Lead Independent Director since 2016 with strong relevant experience as former CEO of Alexander & Baldwin; Matson's exceptional stock performance clears all TSR thresholds and no other policy concerns are present.
Ching joined in 2020 with relevant Hawaii business and external affairs experience; Matson's strong TSR performance clears all benchmarks and she has no attendance, overboarding, or independence issues.
Fukunaga has served since 2018 and brings extensive operating and logistics expertise as Executive Chairman of Servco Pacific; Matson's TSR outperformance is well above the policy trigger threshold and no other concerns apply.
Lau has served since 2004 and is the designated Audit Committee Financial Expert with deep capital-intensive industry experience; Matson's exceptional TSR record clears all benchmarks and she has no attendance or overboarding issues.
Tilden joined in 2024, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings deep transportation industry expertise as former CEO of Alaska Air Group and holds a reasonable number of board seats.
Wall has served since 2019 with relevant retail logistics and Hawaii market experience as CEO of Foodland; Matson's TSR outperformance far exceeds the policy trigger threshold and no attendance, overboarding, or independence issues are present.
All seven directors receive a FOR vote. Matson's 3-year stock return of +190.8% outperforms the company-disclosed peer group median by +177.8 percentage points, well above the 65-point threshold required to trigger an against vote for strong-positive TSR companies. No directors are overboarded, all attended at least 75% of meetings (average attendance 98%), all committee members are independent, and no familial relationships with senior management are identified. Bradley Tilden, who joined in 2024, is within the 24-month new-director exemption period.
Say on Pay
✓ FORCEO
Matthew J. Cox
Total Comp
$6,490,287
Prior Support
97%%
CEO Matthew Cox received total compensation of $6,490,287 in 2025, which is reasonable for a CEO of a $5.2B market cap industrial transportation company and consistent with the company's peer group benchmarks. The pay program is well-structured with 83% of CEO target pay being variable and performance-based — well above the 50-60% minimum threshold — split between annual cash incentives tied to EBITDA goals and long-term performance stock awards tied to three-year ROIC and relative total shareholder return metrics. Pay-for-performance alignment is strong: Matson's 3-year TSR of +190.8% ranked at the 84th percentile versus peers, resulting in maximum 250% payouts on the 2023-2025 performance stock awards, directly reflecting the exceptional shareholder returns delivered over that period. The prior year say-on-pay vote received 97% support, a meaningful signal of broad shareholder approval of the compensation structure.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,725,000
Non-Audit Fees
$465,000
Deloitte's non-audit fees (tax fees of $465,000) represent approximately 17% of audit fees ($2,725,000), well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $5.2B market cap company. No material restatements are disclosed and tenure, while not explicitly stated in the proxy, does not trigger a confirmed no-vote since the policy requires confirmed data to fire the tenure trigger.
Actual Vote Results
8-K filed April 27, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Meredith J. Ching | 99.7% | 24.4M | 65,078 | ✓ Elected |
| Bradley D. Tilden | 99.7% | 24.4M | 67,407 | ✓ Elected |
| Stanley M. Kuriyama | 99.7% | 24.4M | 77,052 | ✓ Elected |
| Jenai S. Wall | 99.5% | 24.4M | 124,048 | ✓ Elected |
| Mark H. Fukunaga | 99.5% | 24.4M | 129,676 | ✓ Elected |
| Matthew J. Cox | 99.1% | 24.3M | 217,769 | ✓ Elected |
| Constance H. Lau | 98.3% | 24.1M | 419,891 | ✓ Elected |
Say on Pay
For 24.1M · Against 290,726 · Abstain 56,609
Auditor Ratification
For 26.6M · Against 274,651 · Abstain 27,701
Overall Assessment
Matson's 2026 annual meeting ballot contains three straightforward proposals: election of seven directors, advisory approval of executive compensation, and ratification of Deloitte as auditor. All three proposals receive a FOR vote — the director slate is clean with no overboarding or attendance issues, Matson's stock has dramatically outperformed its peer group over three years making the TSR trigger inapplicable, the CEO pay program is well-designed with strong performance linkage, and Deloitte's non-audit fee ratio is comfortably within acceptable limits.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing