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
CEO and director since 2012; Matson's 3-year stock return of +139% outperforms the peer group median by +152 percentage points, far exceeding the 50-point threshold required to trigger a concern, so no TSR flag applies; no overboarding, attendance, or independence issues identified.
Independent Lead Independent Director since 2016 with deep Hawaii business and transportation knowledge; strong company TSR outperformance over his tenure means no TSR concern applies; no overboarding or attendance issues.
Independent director since 2020 with relevant Hawaii market and public company board experience; company's strong TSR outperformance clears the policy threshold; no other red flags identified.
Independent director since 2018 with extensive operating and logistics expertise as Executive Chairman of Servco Pacific; strong company TSR outperformance during his tenure; no overboarding or attendance concerns.
Independent director since 2004 and designated Audit Committee Financial Expert, bringing deep financial and infrastructure experience; Matson's exceptional long-run TSR performance over her tenure far exceeds any concern threshold; no other flags.
Independent director since 2024, within the 24-month new-director exemption window, and therefore exempt from the TSR performance trigger; brings strong transportation and strategic leadership credentials from Alaska Air Group.
Independent director since 2019 with real-time logistics and business management experience as CEO of Foodland; company's strong TSR outperformance over her tenure clears the policy threshold; no overboarding or attendance concerns.
All seven director nominees pass policy screens. Matson's 3-year stock return of +139% outperforms the company-disclosed peer group median by approximately +152 percentage points — well above the 50-point threshold that would trigger concerns for directors serving during a period of strong positive returns. Bradley Tilden, elected in 2024, is within the 24-month new-director exemption. No overboarding, attendance failures, independence issues, or familial relationship concerns were identified for any nominee. Vote FOR all seven.
Say on Pay
✓ FORCEO
Matthew J. Cox
Total Comp
$6,490,287
Prior Support
97%%
CEO Matthew Cox received total compensation of approximately $6.49 million for 2025, which is reasonable for a CEO of a $4.7 billion industrial transportation company with strong multi-year financial results. The pay program is well-structured: 83% of the CEO's target pay is variable and tied to performance, with annual bonuses linked to EBITDA results and long-term stock awards (called performance stock awards) requiring achievement of return on invested capital and total shareholder return goals over a three-year period — both meaningful, measurable conditions. The company's stock has returned +139% over three years, vastly outperforming its peers, and the 2023–2025 performance stock awards paid out at the maximum level (250% of target) because the company's actual ROIC and relative TSR both hit the top of the range, confirming that above-target incentive pay was genuinely earned. The company also has a clawback policy, double-trigger change-in-control protections, and received 97% shareholder support on this vote last year — no concerns were raised.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,725,000
Non-Audit Fees
$465,000
Non-audit fees (tax services 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 $4.7 billion market cap company. No material restatements were identified in the proxy. Auditor tenure is not explicitly disclosed, so no tenure-based concern can be confirmed under policy. Vote FOR.
Overall Assessment
Matson's 2026 annual meeting presents a clean ballot with no significant governance concerns. The company's stock has dramatically outperformed its transportation peer group over three years, executive pay is performance-linked and reasonably sized, auditor fees reflect a healthy independence profile, and all seven director nominees pass policy screens without exception. We recommend FOR on all three proposals.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing