Edgar Filing: Alexander & Baldwin, Inc.

DEF 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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ALEXANDER & BALDWIN, INC.

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LOGO

822 Bishop Street, Honolulu, Hawaii 96813

March 13, 2017

To the Shareholders of Alexander & Baldwin, Inc.:

You are invited to attend the 2017 Annual Meeting of Shareholders of Alexander & Baldwin, Inc., to be held at the Pomaikai Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii, on Tuesday, April 25, 2017 at 8:00 a.m. We look forward to the opportunity to meet with you.

Whether or not you now plan to attend the Annual Meeting, please vote as soon as possible. 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 13, 2017.

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


Sincerely,

CHRISTOPHER J. BENJAMIN
President and Chief Executive Officer

LOGO

822 Bishop Street, Honolulu, Hawaii 96813

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Alexander & Baldwin, Inc. will be held at the Pomaikai Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii, on Tuesday, April 25, 2017, at 8:00 a.m., Honolulu time, to:

Elect three Class II directors for a three-year term expiring at the 2020 Annual Meeting of Shareholders;

Conduct an advisory vote on executive compensation;

Ratify the appointment of the independent registered public accounting firm for the ensuing year; and

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, 2017 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. Shareholders will be asked at the meeting to present valid photo identification. Shareholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as of the record date.

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.

By Order of the Board of Directors,

ALYSON J. NAKAMURA

Corporate Secretary and Assistant General Counsel

March 13, 2017

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


Time and Date:		Tuesday, April 25, 2017, 8:00 a.m. HST
Place:		Pomaikai Ballroom
		Dole Cannery
		735 Iwilei Road
		Honolulu, Hawaii
Record Date:		February 16, 2017
Voting:		Shareholders as of the record date are entitled to vote.
Admission:		Shareholders will be asked to present valid photo identification. Shareholders holding
		stock in brokerage accounts must present a copy of a brokerage statement reflecting stock
		ownership as of the record date.

MEETING AGENDA


Agenda Item	Board Recommendation	Page Reference
Election of three Class II directors	FOR each director nominee	2
Advisory vote on executive compensation	FOR	46
Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm	FOR	47

BOARD NOMINEES

The following table provides summary information about each director nominee. Each director nominee is elected for a three-year term.


Name	Director Since	Occupation	Committees
W. Allen Doane	2012	Retired Chairman of the Board and CEO of A&B Predecessor	• Leadership • Real Estate • Finance

David C. Hulihee	2013	Chairman of the Board and President, Royal Contracting Co., Ltd. Retired CEO of Grace Pacific LLC, a wholly-owned subsidiary of A&B	• Leadership • Construction • Finance

Stanley M. Kuriyama	2012	Chairman of the Board of A&B Retired CEO of A&B	• Leadership • Real Estate • Finance

EXECUTIVE COMPENSATION LINKED TO PERFORMANCE

All elements of executive compensation are generally targeted at the 50th percentile of survey data. 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. In 2016, our Chief Executive Officer (“CEO”), Christopher Benjamin, received 70% of his target compensation in the form of performance-based pay, consisting of annual incentives (cash) and long-term incentives (equity), with the remaining 30% set as fixed pay. For our other Named Executive Officers, approximately 60% of their target compensation was performance-based with the remaining 40% set as fixed pay. In 2016, our executive compensation program received strong support from shareholders with over 97% of the votes cast in approval of the program.

LOGO

We encourage you to read our Compensation Discussion and Analysis (“CD&A”), which begins on page 20 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 46.

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TABLE OF CONTENTS


	Page
Notice of 2017 Annual Meeting of Shareholders		i
Summary Information		ii
General Information About the Annual Meeting		1
Proposal No. 1: Election of Directors		2
Director Nominees and Qualifications of Directors		2
Certain Information Concerning the Board of Directors		9
Director Independence		9
Board Leadership Structure		9
The Board’s Role in Risk Oversight		9
Pay Risk Assessment		10
Board of Directors and Committees of the Board		10
Nominating Committee Processes		12
Corporate Governance Guidelines		13
Code of Ethics		13
Code of Conduct		13
Shareholder Engagement		13
Compensation of Directors		13
Director Share Ownership Guidelines		16
Communications with Directors		16
Security Ownership of Certain Shareholders		16
Certain Information Regarding Directors and Executive Officers		17
Security Ownership of Directors and Executive Officers		17
Section 16(a) Beneficial Ownership Reporting Compliance		18
Certain Relationships and Transactions		18
Executive Compensation		20
Compensation Discussion and Analysis		20
Compensation Committee Report		34
Compensation Committee Interlocks and Insider Participation		34
Summary Compensation Table		35
Grants of Plan-Based Awards		36
Outstanding Equity Awards at Fiscal Year-End		37
Option Exercises and Stock Vested		38
Pension Benefits		38
Non-Qualified Deferred Compensation		40
Other Potential Post-Employment Payments		40
Use of Non-GAAP Financial Measures		44
Proposal No. 2: Advisory Vote on Executive Compensation		46
Audit Committee Report		47
Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm		47
Shareholder Proposals for 2018		49

LOGO

822 Bishop Street, Honolulu, Hawaii 96813

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

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, 2017 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 13, 2017, 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 2016 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 proxy on the Internet.

Who is entitled to vote at the Annual Meeting?

Shareholders of record at the close of business on February 16, 2017 are entitled to notice of and to vote at the Annual Meeting. On that date, there were 49,081,500 shares of common stock outstanding, each of which is entitled to one vote.

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 ratification of the appointment of the independent registered public accounting firm and for the approval, on an advisory basis, of our executive compensation. Directors are elected by a plurality of votes cast, provided a quorum is present; provided, however, that any director nominee who receives a greater number of withhold votes than affirmative votes in an uncontested election will promptly submit his or her resignation for consideration by the Nominating and Corporate Governance Committee and the Board, as described further in the Company’s Corporate Governance Guidelines.

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 Morrow Sodali Global, LLC to assist in the solicitation of proxies at a cost of $10,000 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:

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Filing a written revocation with the Corporate Secretary;

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

•

Voting in person 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 13, 2017.

Who can I contact to obtain directions to the Annual Meeting site?

You may contact Stacy Mercado at (808) 525-6661 to obtain directions to the site of the Annual Meeting, Pomaikai Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, HI.

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.

PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS

Three Class II Directors will be elected at the Annual Meeting to serve a three-year term and until their successors are duly elected and qualified.

Director Nominees and Qualification of Directors. The Class II nominees of the Board of Directors are the three 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. Each director nominee identified below was unanimously nominated by the Board at the recommendation of the Nominating and Corporate Governance Committee.

The following table provides the name, age (as of March 31, 2017), and principal occupation of each person nominated by the A&B Board and each director continuing in office, 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 “Certain Information Concerning the Board of Directors – Nominating Committee Processes” 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. A&B’s business strategy is Hawaii-focused and, accordingly, the Board believes it is valuable to shareholders that the great majority of our directors be Hawaii-based executives who can provide extensive local knowledge and insight.

Skills Aligned with Board Needs

Strong combined skillset* and local Hawaii expertise effectively position the Board to navigate Hawaii’s unique business environment:

LOGO

*	*This skills matrix represents the diverse skillsets of our ten directors. All directors are included in multiple categories.*

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, which includes the factors reflected as follows.

W. Allen Doane

Age: 69

Director Since: 2012

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Director of A&B since June 2012

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Director of A&B Predecessor from October 1998 through June 2012

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Chairman of the Board of A&B Predecessor from April 2006 through December 2009

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Chief Executive Officer of A&B Predecessor from October 1998 through December 2009

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President of A&B Predecessor from October 1998 through September 2008

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Director of A&B Predecessor’s subsidiary, Matson Navigation Company, Inc. (“MNC”) from October 1998 through June 2012, Chairman of the Board of MNC from April 2006 through September 2008 and from July 2002 to January 2004

•

Director, First Hawaiian, Inc. (“FHI”) (NASDAQ: FHB) since August 2016

Director Qualifications

As a member of A&B Predecessor’s senior management team for almost two decades, Mr. Doane, who was Chief Executive Officer and Chairman of the Board of A&B Predecessor until his retirement from those positions in 2009, 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, and its agribusiness operations. Mr. Doane’s experience managing a complex business organization has provided him 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 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.

Stanley M. Kuriyama

Age: 63

Director Since: 2012

•

Chairman of the Board since June 2012

•

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

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Director and Chief Executive Officer of A&B Predecessor from January 2010 through June 2012

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President of A&B Predecessor from October 2008 through June 2012

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President and Chief Executive Officer, A&B Land Group from July 2005 through September 2008

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Chief Executive Officer and Vice Chairman of A&B Predecessor’s subsidiary, A&B Properties, Inc., from December 1999 through September 2008

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Director and Chairman of the Board of MNC from September 2009 through June 2012

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Director, Matson Inc. (NYSE: MATX) (ocean transportation) since June 2016

Director Qualifications

As a member of A&B’s and A&B Predecessor’s senior management team for two decades, Mr. Kuriyama, who is Chairman of the Board and former 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, and its agribusiness operations. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.

LOGO

David C. Hulihee

Age: 68

Director Since: 2013

•

Chairman of the Board and President of Royal Contracting Co., Ltd. since December 1971

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Chief Executive Officer of Grace Pacific LLC, formerly Grace Pacific Corporation (“Grace Pacific”) from August 2008 through December 2015; consultant to Grace Pacific from January 2016 through December 2016

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President of Grace Pacific from August 2008 through August 2015

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Chairman of the Board of Grace Pacific from August 2008 through September 2013

Director Qualifications

As former President and Chief Executive Officer of Grace Pacific and Chairman of the Board and President of Royal Contracting Co., Ltd., both major Hawaii infrastructure and construction companies, Mr. Hulihee brings to the Board construction and development expertise and experience in managing complex business organizations. Mr. Hulihee 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. Mr. Hulihee also is A&B’s largest individual shareholder, owning or controlling approximately 4.6% of our outstanding shares, and as such his interests are well-aligned with those of shareholders.

CONTINUING DIRECTORS

Continuing Class III Directors Whose Terms Expire at the 2018 Annual Meeting

LOGO

Charles G. King

Age: 71

Director Since: 2012

•

Managing General Partner, Kaonoulu Ranch, LLLP (agricultural and real estate investments) since November 2013

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President, KAC Land, Inc. (land holdings) since October 2016

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President and Dealer Principal, King Auto Center, Kauai (automobile dealership) from October 1995 through September 2016

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Dealer Principal, King Infiniti of Honolulu (automobile dealership) from April 2004 through August 2013

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Director of A&B Predecessor from April 1989 through June 2012

Director Qualifications

With executive positions in Hawaii-based agricultural and real estate entities and as the former head of automotive dealerships located on Kauai and Oahu, Mr. King is an experienced businessman with executive and leadership skills and is the recipient of a number of business leadership awards. He contributes insights about Hawaii and A&B’s operating markets, particularly on Kauai, where A&B has significant business interests. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.

LOGO

Douglas M. Pasquale

Age: 62

Director Since: 2012

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

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Director of Ventas, Inc. (NYSE:VTR) (“Ventas”) (healthcare real estate investment trust) since July 2011

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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 real estate investment trust) 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

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Director of NHP from November 2003 through July 2011

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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

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

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Director of Sunstone Hotel Investors, Inc. (NYSE:SHO) since November 2011

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Director of DineEquity, Inc. (NYSE:DIN) since March 2013

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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 experience in real estate, one of A&B’s main businesses, 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.

LOGO

Jenai S. Wall

Age: 58

Director Since: 2015

•

Chairman and Chief Executive Officer of Foodland Super Market, Ltd. (“Foodland”), Food Pantry, Ltd., Kalama Beach Corporation and Pacific Warehouse Inc. since 1998

Director Qualifications

As Chairman and Chief Executive Officer of Foodland, the largest locally-owned grocery retailer in Hawaii, and other entities in its family of companies, Ms. Wall brings to the Board experience in managing complex business organizations and has commercial real estate and retail expertise. She also has board experience, through 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.

Continuing Class I Directors Whose Terms Expire at the 2019 Annual Meeting

Christopher J. Benjamin

Age: 53

Director Since: 2016

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Chief Executive Officer and Director of A&B since January 2016

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President of A&B since June 2012

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

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

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

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

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

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

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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 over a decade, Mr. Benjamin, who is President and 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, its agribusiness operations and its financial operations. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.

Robert S. Harrison

Age: 56

Director Since: 2012

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Chairman of the Board and Chief Executive Officer of FHI since August 2016

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Chairman of the Board of First Hawaiian Bank (“FHB”) since May 2014

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Chief Executive Officer and Director of FHB since January 2012

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President of FHB from December 2009 to June 2015

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Chief Operating Officer of FHB from December 2009 through December 2011

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Vice Chairman of FHB from December 2007 to December 2009

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Chief Risk Officer of FHB from January 2006 to December 2009

Director Qualifications

As Chairman and Chief Executive Officer of FHB, Hawaii’s largest financial institution, Mr. Harrison brings to the Board experience in managing complex business organizations. He also has banking and financial expertise. Mr. Harrison has board experience through 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.

Michele K. Saito

Age: 57

Director Since: 2012

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President and Director of DTRIC Insurance Company (insurance) since March 2014

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

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

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

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

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Vice President of Finance and Operations of AIG Hawaii from 1995 through 2000

Director Qualifications

As President of DTRIC Insurance Company and former President of 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: 49

Director Since: 2012

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President and Chief Operating Officer of FHI since August 2016

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President, Chief Operating Officer and Director of FHB since June 2015

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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 since June 2008

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

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

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

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

Director Qualifications

As 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.

CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS

Director Independence. The Board has reviewed each of its current directors and nominees and has determined that all such persons, with the exception of Mr. Benjamin, Mr. Kuriyama (who retired as an employee of A&B on December 31, 2016) and Mr. Hulihee (who retired as an employee of A&B on December 31, 2015) who are or were employees of A&B or its subsidiaries within the past three years, are independent under New York Stock Exchange (“NYSE”) rules. In making its independence determinations, the Board considered the transactions, relationships or arrangements in “Certain Information Regarding Directors and Executive Officers – Certain Relationships and Transactions” below, as well as the following: Mr. Doane – his status as a former executive officer of A&B Predecessor, banking relationships with FHB, an entity of which Mr. Doane is a director, and the purchase of a condominium unit in an A&B project at full market price; Mr. Harrison – A&B’s banking relationships with FHB, an entity of which Mr. Harrison is Chairman of the Board and Chief Executive Officer; Mr. Yeaman – A&B’s banking relationships with FHB, an entity of which Mr. Yeaman is President and Chief Operating Officer; Mr. Pasquale – partial reimbursement of professional fees and related costs incurred in determining the applicability of a local excise tax to a non-resident director; and Ms. Wall – A&B’s banking relationships with FHB, an entity of which Ms. Wall is a director.

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.

Mr. Kuriyama transitioned from executive Chairman of the Board (“Chairman”) to non-executive Chairman, effective January 1, 2017. The Board currently has a separate non-executive Chairman, a Chief Executive Officer (“CEO”) and a Lead Independent Director (Charles G. King). 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. A Lead Independent Director allows the Board to function independently from management and is capable of objective judgment regarding management’s performance. The Board has determined that its leadership structure is appropriate for A&B at this time.

Lead Independent Director Duties Include

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Consulting with the Chairman of the Board on agendas and meeting schedules

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Facilitating the process for the Board’s self-evaluation

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Presiding at Board meetings in the absence of the Chairman

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Presiding at executive sessions of non-management Directors

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Facilitating communication between the Independent Directors and the Chairman and Chief Executive Officer

The Board’s Role in Risk Oversight. The Board 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. The Board believes that its current leadership structure is conducive to the risk oversight process.

Pay Risk Assessment. The Compensation Committee has a formal review process to consider and discuss the compensation policies, plans and structure for all of the Company’s employees, including 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 all Company 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 employee 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.

Strong Compensation Risk Management

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Robust stock ownership guidelines

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Multi-year vesting periods of equity awards

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Capped incentive payments

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Use of multiple performance metrics

•

Pay philosophy for all elements of pay targeted at the 50^thpercentile

•

Reasonable payout tied to performance (e.g., incentive pool funding of 50% at threshold, 100% at target, 200% at maximum, with linear interpolation between each goal); individual awards can be further modified, ranging from 0% (no award) to 150%, so long as the aggregate incentive pool is not exceeded (i.e., zero sum)

•

50% of NEOs’ equity awards granted are performance-based, using total shareholder return over three years as a performance metric

•

Review of goal-setting by the Compensation Committee to ensure that goals are reasonable

•

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 ten meetings during 2016. In conjunction with five of these meetings, the independent directors of A&B met in formally-scheduled executive sessions led by the Lead Independent Director (Charles G. King). In 2016, all directors were present at more than 75%, and eight 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

W. Allen Doane

Robert S. Harrison

David C. Hulihee

Charles G. King

Stanley M. Kuriyama

Douglas M. Pasquale

Michele K. Saito

Jenai S. Wall

Eric K. Yeaman

Committee Chair

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

•

Mr. Pasquale, Chairman

•

Mr. Doane

•

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 Messrs. Pasquale, Doane and Yeaman 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 2016.

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

•

Mr. King, Chairman

•

Ms. Saito

•

Ms. Wall

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 2016.

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

•

Mr. Harrison, Chairman

•

Mr. King

•

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 twice during 2016.

Nominating Committee Processes. The Nominating Committee identifies potential nominees by asking current directors to notify the Nominating Committee of qualified persons who might be available to serve on the Board. The Nominating Committee also engages, when appropriate, firms that specialize in identifying director candidates.

The Nominating Committee will consider director candidates recommended by shareholders. In considering such candidates, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the Nominating Committee, a shareholder must submit a written recommendation that includes the name of the shareholder, evidence of the shareholder’s ownership of A&B stock (including the number of shares owned and the length of time of ownership), the name of the candidate, the candidate’s qualifications to be a director and the candidate’s consent for such consideration.

The shareholder recommendation and information described above must be sent to the Corporate Secretary at 822 Bishop Street, Honolulu, Hawaii, 96813 and must be received not less than 120 days before the anniversary of the date on which A&B’s Proxy Statement was released to shareholders in connection with the previous year’s annual meeting.

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. While the Nominating Committee does not have a written diversity policy, it considers diversity of 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.

Once a potential candidate has been identified by the Nominating Committee, the Nominating Committee reviews information regarding the person to determine whether the person should be considered further. If appropriate, the Nominating Committee may request information from the candidate, review the person’s accomplishments, qualifications and references, and conduct interviews with the candidate. The Nominating Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.

Corporate Governance Guidelines. The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to promote the more effective functioning of the Board and its committees. The guidelines provide details on matters such as:

Select Corporate Governance Guideline Topics

•

Goals and responsibilities of the Board

•

Selection of directors, including the Chairman of the Board

•

Board membership criteria and director retirement age

•

Stock ownership guidelines

•

Director independence, and executive sessions of non-management directors

•

Board self-evaluation

•

Board compensation

•

Board access to management and outside advisors

•

Board orientation and continuing education

•

Leadership development, including annual evaluations of the CEO and management succession plans

The full text of the A&B Corporate Governance Guidelines is available on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.

Code of Ethics. A&B has adopted a Code of Ethics (the “Code”) that applies to the CEO, Chief Financial Officer and Controller. A copy of the Code is posted on the corporate governance page of A&B’s corporate website, www. alexanderbaldwin.com. A&B intends to disclose any changes in or waivers from its Code by posting such information on its website.

Code of Conduct. A&B has adopted a Code of Conduct, which is applicable to all directors, officers and employees, and is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.

Shareholder Engagement. A&B values the views of its shareholders. Members of our management team met or offered to meet with shareholders during 2016 owning a significant percentage of our stock to discuss our operations, corporate governance, executive compensation and environmental initiatives and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board.

Compensation of Directors. The Company periodically reviews the compensation of its non-employee Directors with the assistance of its executive compensation consultant, Willis Towers Watson (“WTW”). The compensation levels, components, and share-ownership guidelines were last reviewed in July 2016 and deemed to be well aligned with market competitive practices. The following table summarizes the compensation earned by or paid to our directors (other than Mr. Benjamin, whose compensation is included in the Summary Compensation Table) for services as a member of our Board of Directors for the period from January 1, 2016 through December 31, 2016.

2016 DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)			Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
(a)	(b)			(c)			(d)		(e)		(f)			(g)			(h)
W. Allen Doane		67,250			90,028			0		0		N/A			0			157,278
Robert S. Harrison		71,000			90,028			0		0		N/A			0			161,028
David C. Hulihee		58,250			90,028			0		0		N/A			211,424	⁽³⁾		359,702
Charles G. King		106,750			90,028			0		0		629	⁽⁴⁾		0			197,407
Stanley M. Kuriyama		385,000	⁽⁵⁾		134,976	⁽⁵⁾		0		0		N/A			9,950	⁽⁶⁾		529,926
Douglas M. Pasquale		87,250			90,028			0		0		N/A			30,000	⁽⁷⁾		207,278
Michele K. Saito		65,750			90,028			0		0		N/A			0			155,778
Jenai S. Wall		65,750			90,028			0		0		N/A			0			155,778
Eric K. Yeaman		66,500			90,028			0		0		N/A			0			156,528

(1)

Represents the aggregate grant-date fair value of restricted stock unit awards granted in 2016 as computed under ASC Topic 718. See discussion of the assumptions underlying the valuation of equity awards included in Note 13 of the Company’s consolidated financial statements, included in the Company’s 2016 Annual Report on Form 10-K. At the end of 2016, Mr. King had 34,670 restricted stock units, Messrs. Doane, Harrison, Pasquale and Yeaman and Ms. Saito each had 4,555 restricted stock units, Ms. Wall had 3,755 restricted stock units, Mr. Hulihee had 3,558 restricted stock units and 1,873 performance stock units, and Mr. Kuriyama had 13,138 restricted stock units and 8,679 performance stock units.

(2)	At the end of 2016, Mr. Kuriyama had 477,737 stock option awards outstanding. No other director has any out- standing options and no new director options have been granted by A&B or by A&B Predecessor since 2007.

(3)	Represents the amount paid to Mr. Hulihee under a consulting agreement of $200,000 plus 4.712% general excise tax ($9,424), as described on page 20 below, and charitable contributions under the matching gifts program described on page 16 below.

(4)	Mr. King’s amount is attributable to the aggregate change in the actuarial present value of his accumulated benefit under a defined benefit pension plan for directors, which was frozen in 2004. No other A&B director is eligible to participate in the plan.

(5)	Represents compensation paid to Mr. Kuriyama as executive Chairman of the Board.

(6)	Represents charitable contributions under the matching gifts program described on page 16 below and amounts contributed by A&B under the A&B Individual Deferred Compensation and Profit Sharing Plan.

(7)	Represents partial reimbursement of professional fees and related costs incurred in determining the applicability of a local excise tax to a non-resident director.

Our Board of Directors approved the following non-employee director compensation schedule of annual fees, which was developed with the assistance of WTW.


Pay Element		Amount
Annual Board Retainer		$	56,000

Lead Director Retainer (additional)		$	25,000

Committee Chair	• Audit	$	14,000
Retainers (in addition	• Compensation	$	10,000
to committee member retainer)	• Nominating and Corporate Governance	$	7,500

	• Audit	$	9,000
Committee Member	• Compensation	$	7,500
Retainers (additional)	• Nominating and Corporate Governance	$	6,000

Annual Equity Award		$	90,000

Directors are provided an additional per meeting fee of $750 if the number of board or committee meetings exceeds an annual predefined number, which is currently set at:

•

Board – 7 meetings

•

Audit – 6 meetings

•

Compensation – 5 meetings

•

Nominating and Corporate Governance – 4 meetings

Under the terms of the Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan (“2012 Plan”), an automatic annual grant of approximately $90,000 in restricted stock units (“RSUs”) is made to each director at each Annual Meeting of Shareholders. A prorated grant is made upon appointment as a director at any time between Annual Meetings. These awards vest in equal increments of one-third each over three years. Non-employee directors may defer all or a portion of their vested shares until cessation of board service or the fifth anniversary of the award date. Non-employee directors may defer half or all of their annual cash retainer and meeting fees until retirement or until a later date they may select; no directors have deferred any of these fees as of December 31, 2016. Directors who are employees of A&B or its subsidiaries do not receive compensation for serving as directors. Mr. Kuriyama, who became Chairman of A&B (in an executive capacity) on January 1, 2016, received compensation of $385,000 and an equity award of $135,000 for service as Chairman. Mr. Kuriyama, who transitioned to non-executive Chairman of A&B on January 1, 2017, will receive for 2017 annual cash compensation of $85,000 and be eligible for an equity award of $135,000.

Under A&B Predecessor’s retirement plan for directors, which was frozen effective December 31, 2004, a director with five or more years of service will receive a lump-sum payment upon retirement or attainment of age 65, whichever is later, that is actuarially equivalent to a payment stream for the life of the director consisting of 50 percent of the amount of the annual retainer fee in effect on December 31, 2004, plus 10 percent of that amount for each year of service as a director over five years (up to an additional 50 percent). Only Mr. King has an accrued benefit under the retirement plan for directors.

Director Business Travel Accident Coverage. Directors have coverage of $200,000 for themselves and $50,000 for their accompanying spouses while traveling on A&B business.

Matching Gift Program. Directors may participate in A&B’s matching gifts program for employees, in which A&B matches contributions to qualified cultural and educational organizations up to a maximum of $3,000 annually.

Director Share Ownership Guidelines. The Board has adopted guidelines that encourage each non-employee director to own A&B common stock (including RSUs) with a value of $280,000, which is five times the current cash retainer of $56,000, within five years of becoming a director. All directors have met or are on track to meet the established guidelines.

Communications with Directors. Shareholders and other interested parties may contact any of the directors by mailing correspondence “c/o A&B Law Department” to A&B’s headquarters at 822 Bishop Street, Honolulu, Hawaii 96813. The Law Department will forward such correspondence to the appropriate director(s). However, the Law Department reserves the right not to forward any offensive or otherwise inappropriate materials.

In addition, A&B’s directors are encouraged to attend the Annual Meeting of Shareholders. All of the A&B directors attended the 2016 Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS

The following table lists the names and addresses of the only shareholders known by A&B on February 16, 2017 to have owned beneficially more than five percent of A&B’s common stock outstanding, the number of shares they beneficially own, and the percentage of outstanding shares such ownership represents, based upon the most recent reports filed with the SEC. Except as indicated in the footnotes, such shareholders have sole voting and dispositive power over shares they beneficially own.


Name and Address of Beneficial Owner	Amount of Beneficial Ownership			Percent of Class
BlackRock, Inc. 40 East 52nd Street New York, NY 10022		4,982,948	^(a)		10.2	%

The London Company 1801 Bayberry Court, Suite 301 Richmond, VA 23226		3,545,072	^(b)		7.2	%

The Vanguard Group 100 Vanguard Blvd. Malvin, PA 19355		3,502,853	^(c)		7.1	%

T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202		3,363,823	^(d)		6.9	%

EJF Capital LLC 2107 Wilson Boulevard, Suite 410 Arlington, VA 22201		2,623,130	^(e)		5.3	%

(a)

As reported in Amendment No. 6 to Schedule 13G dated January 9, 2017 (the “BlackRock 13G”) filed with the SEC. According to the BlackRock 13G, as of December 31, 2016, BlackRock, Inc. has sole voting power over 4,883,288 shares and sole dispositive power over 4,982,948 shares, and does not have shared voting or shared dispositive power over any shares.

(b)

As reported in Amendment No. 1 to Schedule 13G dated February 14, 2017 (the “London Company 13G”) filed with the SEC. According to the London Company 13G, London Company has sole voting power and sole dispositive power over 2,635,053 shares, has shared dispositive power over 910,019 shares and no shared voting power over any shares.

(c)

As reported in Amendment No. 5 to Schedule 13G dated February 9, 2017 (the “Vanguard 13G”) filed with the SEC. According to the Vanguard 13G, as of December 31, 2016, The Vanguard Group has sole voting power over 75,103 shares and sole dispositive power over 3,423,950 shares, has shared voting power over 6,100 shares, and has shared dispositive power over 78,903 shares.

(d)

As reported in Schedule 13G dated February 7, 2017 (the “T. Rowe 13G”) filed with the SEC. According to the T. Rowe 13G, T. Rowe Price Associates has sole voting power over 436,792 shares and sole dispositive power over 3,363,823 shares and does not have shared voting or shared dispositive power over any shares.

(e)

As reported in Schedule 13D dated September 11, 2015 (the “EJF 13D”) filed with the SEC. According to the EJF 13D, as of September 11, 2015, EJF Capital LLC has shared voting power and shared dispositive power over all 2,623,130 shares and has no sole dispositive power or sole voting power over any shares.

CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

Security Ownership of Directors and Executive Officers. The following table shows the number of shares of A&B common stock beneficially owned as of February 16, 2017 by each director and nominee, by each executive officer named in the “Summary Compensation Table” below, and by directors and executive officers as a group and, if at least one-tenth of one percent, the percentage of outstanding shares such ownership represents. Except as indicated in the footnotes, directors, nominees and executive officers have sole voting and dispositive power over shares they beneficially own.


Name or Number in Group	Number of Shares Owned (a)(b)		Stock Options (c)		Total		Percent of Class
W. Allen Doane		47,012		0		47,012		0.1
Robert S. Harrison		8,259		0		8,259		—
David C. Hulihee		2,273,503		0		2,273,503		4.6
Charles G. King		48,114		0		48,114		0.1
Stanley M. Kuriyama		209,501		477,737		687,238		1.4
Douglas M. Pasquale		36,142		0		36,142		0.1
Michele K. Saito		8,259		0		8,259		—
Jenai S. Wall		723		0		723		—
Eric K. Yeaman		8,259		0		8,259		—
Christopher J. Benjamin		93,106		146,460		239,566		0.5
Paul K. Ito		22,405		69,350		91,755		0.2
Nelson N. S. Chun		72,505		66,671		139,176		0.3
Meredith J. Ching		51,764		76,340		128,104		0.3
Lance K. Parker		5,169		1,152		6,321		—
15 Directors and Executive Officers as a Group		2,891,882		837,710		3,729,592		7.6

(a)	Amounts include 20,000 shares held in a trust by the spouse of Mr. Benjamin, 150 shares held by the spouse of Ms. Ching and 76,000 shares pledged by Mr. Kuriyama as security for a loan.

(b)

Amounts include shares as to which certain persons have (i) shared voting and dispositive power, as follows: Mr. Hulihee – 2,000 shares, Mr. Pasquale – 36,142 shares, Ms. Ching – 2,800 shares, and directors, nominees and executive officers as a group – 40,942 shares and (ii) sole voting power only: Ms. Ching – 393 shares, and directors and executive officers as a group – 393 shares.

(c)

Amounts reflect shares deemed to be beneficially owned because they may be acquired prior to April 16, 2017 through the exercise of stock options. Amounts do not include 220,140 restricted stock units that have been granted to the directors and executive officers as a group that may not be acquired prior to April 16, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires A&B’s directors and executive officers, and persons who own more than 10 percent of A&B’s common stock, to file reports of ownership and changes in ownership with the SEC. A&B believes that, during fiscal 2016, its directors and executive officers filed all reports required to be filed under Section 16(a) on a timely basis.

Certain Relationships and Transactions. A&B has adopted a written policy under which the Audit Committee must pre-approve all related person transactions that are disclosable under Item 404(a) of SEC Regulation S-K. Prior to entering into a transaction with A&B, directors and executive officers (and their family members) must make full disclosure of all facts and circumstances to the Law Department. The Law Department then determines whether such transaction requires the approval of the Audit Committee. The Audit Committee considers all of the relevant facts available, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s or executive’s independence, an immediate family member of a director or executive or an entity in which a director or executive is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Audit Committee will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders. If a related person transaction involves a member of the Audit Committee, that member recuses himself or herself from the process of review and approval.

The Audit Committee has established written procedures to address situations when approvals need to be sought between meetings. Whenever possible, proposed related person transactions will be included as an agenda item at the next scheduled Audit Committee meeting for review and approval. However, if it appears that a proposed related person transaction will occur prior to the next scheduled Audit Committee meeting, approval will be sought from Audit Committee members between meetings. Approval by a majority of the Committee members will be sufficient to approve the related person transaction. If a related person transaction is approved in this manner, the action will be reported at the next Audit Committee meeting.

A&B’s business strategy is Hawaii-focused and, accordingly, a number of our directors are Hawaii-based executives who provide extensive local knowledge and insight. Hawaii’s business community is relatively small and isolated. Given A&B’s position as Hawaii’s fourth largest private landowner, the largest owner of grocery-anchored retail assets, the largest materials and construction company in the state, and as one of the state’s premier real estate developers, it is to be expected that relationships will exist between the Company and key business leaders and their companies, as disclosed below. The transactions described were made in the ordinary course of business, on substantially the same terms as those made with persons not related to A&B.

Related Person Relationships with First Hawaiian Bank: Robert S. Harrison and Eric K. Yeaman, directors of A&B, are Chairman and Chief Executive Officer, and President and Chief Operating Officer, respectively, of FHB.

•

FHB is the largest bank in Hawaii and is the top-ranked Hawaii bank in commercial and industrial lending and in construction and land development loans.

•

FHB has been a lending partner to the Company and its predecessor for many years prior to Messrs. Harrison and Yeaman joining the Board.

•

Mr. Yeaman was a member of the Board for three years prior to joining FHB in 2015. Upon joining FHB, he reported his change in employment to the Board; the Board reviewed the change, including consideration of relationships with FHB and Mr. Yeaman’s skill set and contributions to the Board, and approved his continued service on the Board.

•

The Audit Committee reviews all FHB related person transactions.

•

All transactions were made in the ordinary course of business, on commercially reasonable, prevailing terms and rates.

FHB (i) has a 19.3 percent participation in A&B’s $350 million revolving credit and term loan agreement (the “Revolver”), of which, in 2016, the largest aggregate amount of principal outstanding was $180,000,000; $184,000,000 and $2,503,754 were paid in principal and interest, respectively, to Revolver lenders that include FHB; and $23,000,000 was outstanding on February 16, 2017, with interest payable on a sliding scale at rates between 1.35 percent to 2.15 percent (based on A&B’s Total Debt to Total Assets, as defined in the loan agreement) plus LIBOR, (ii) has a 34.5 percent participation in a $177 million construction loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2016, the largest aggregate amount of principal outstanding was $125,937,000; and $129,298,000 and $2,112,000 were paid in principal and interest to lenders that include FHB; and no amount was outstanding on February 16, 2017 as the loan was paid off in December 2016, (iii) has a $5,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2016, the largest aggregate amount of principal outstanding was $4,472,000; $212,000 and $161,000 were paid in principal and interest, respectively; and $4,257,000 was outstanding on February 16, 2017, with interest payable at a rate of LIBOR plus 2 percent, and of which a subsidiary of A&B is a guarantor in the amount of the lesser of $3.15 million or the outstanding indebtedness, (iv) has a $42,000,000 loan made to a subsidiary of A&B, of which, in 2016, the largest aggregate amount of principal outstanding was $8,230,000; $8,230,000 and $244,000 were paid in principal and interest, respectively; and no amount was outstanding on February 16, 2017 as the loan was paid off in December 2016, (v) has a $11,700,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2016, the largest aggregate amount of principal outstanding was $11,667,000; $0 and $409,000 were paid in principal and interest, respectively; and $11,667,000 was outstanding on February 16, 2017, with interest payable at a rate of LIBOR plus 3.0 percent, (vi) has a $25,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2016, the largest aggregate amount of principal outstanding was $11,643,000; $0 and $160,000 were paid in principal and interest, respectively; and $2,126,000 was outstanding on February 16, 2017, with interest payable at a rate of LIBOR plus 3.0 percent, and of which a subsidiary of A&B is a guarantor in the amount of the lesser of $2,500,000 or the outstanding indebtedness, and (vii) is a commercial tenant in three properties owned by A&B subsidiaries, under leases with terms that expire between 2017 and 2063, with aggregate gross rents in 2016 of $720,000 and aggregate net rent from and after January 1, 2017 to the expiration date of the leases of $8,690,000.

In addition, after the acquisition of Grace Pacific on October 1, 2013, FHB has the following loans or lines of credit with the Company or its subsidiaries/affiliates: (i) A line of credit totaling $2,000,000 with a limited liability company in which a subsidiary of A&B is a 50 percent member, of which, in 2016, there was no principal outstanding; and no amount was outstanding on February 16, 2017, with interest payable at rates between 1.82 percent to 2.25 percent plus LIBOR; (ii) an $18,000,000 loan, of which, in 2016, the largest aggregate amount of principal outstanding was $8,366,000; $1,915,000 and $395,000 were paid in principal and interest, respectively; and $6,123,000 was outstanding on February 16, 2017, with interest payable at a rate of 5.18 percent; and (iii) a $13,500,000 loan, of which, in 2016, the largest aggregate amount of principal outstanding was $5,327,000; $2,752,000 and $77,000 were paid in principal and interest, respectively; and $2,112,000 was outstanding on February 16, 2017, with interest payable at a rate of 1.85 percent.

Jenai S. Wall, a director of A&B, is Chairman and Chief Executive Officer of Foodland. Foodland or its subsidiaries are commercial tenants in seven properties owned by A&B subsidiaries, under leases with terms that expire between

2017 and 2031, with aggregate gross rents in 2016 of $4,107,000 and aggregate net rent from and after January 1, 2017 to the expiration date of the leases of $14,110,000. These leases were entered into in the ordinary course of business, and all but one were in effect prior to the election of Ms. Wall as a director.

David C. Hulihee – Consulting Agreement: After Mr. Hulihee’s retirement as Chief Executive Officer of Grace Pacific as of December 31, 2015, Grace Pacific entered into a one-year consulting agreement with Mr. Hulihee in which he provided services in connection with the operation of Grace and its subsidiaries, including assisting in leadership transition, operating performance and government and community affairs. The agreement was for $200,000, plus 4.712% general excise tax ($9,424) for calendar year 2016, and terminated on December 31, 2016.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

The CD&A addresses A&B’s compensation practices for 2016 for the five executive officers named in the Summary Compensation Table on page 35 (collectively, the “Named Executive Officers” or “NEOs”). The NEOs are:

•

Christopher J. Benjamin, President and Chief Executive Officer, A&B

•

Paul K. Ito, Senior Vice President, Chief Financial Officer and Treasurer, A&B

•

Nelson N. S. Chun, Senior Vice President and Chief Legal Officer, A&B

•

Meredith J. Ching, Senior Vice President, Government & Community Relations, A&B

•

Lance K. Parker, President, A & B Properties Hawaii, LLC (“ABP”)

Executive Summary

In 2016, our executive compensation program received strong support from shareholders, with over 97% of the Say-on-Pay votes cast in approval of the program. We believe this is because our pay program links pay with performance, aligns pay with shareholder interests and follows good governance practices. The vote on executive compensation is just one source of insight regarding shareholder views on our compensation practices. A&B also has an extensive shareholder outreach program that incorporates discussion of various governance topics, including compensation. In 2016 we met or offered to meet on governance-focused matters with shareholders owning a significant percentage of our stock. The feedback we received regarding our compensation practices was very positive. The Compensation Committee welcomes shareholder perspectives on our program and is informed regarding feedback gathered in discussions with shareholders.

Approach to Compensation Governance. The Compensation Committee consistently evaluates the Company’s executive compensation practices and modifies or adopts programs or practices to provide an appropriate balance of risk and reward. A&B firmly believes in pay for performance and alignment with shareholder interests. Thus, a majority of NEO compensation is tied to performance to ensure alignment with shareholders. 70% of CEO and 60% of other NEO target total direct compensation (“TDC”) is performance-based pay aligned with shareholder interests. A&B adheres to good governance practices, as listed below, to ensure that it adopts the best practices to the extent that they are best aligned to the business goals and strategy of the Company as well as shareholder interests.

Promote Good Pay Practices

Avoid Poor Pay Practices

• Direct components of pay are generally targeted at the 50^thpercentile of market pay data

• TDC consisting heavily of performance-based compensation

• Multiple relevant performance metrics to determine incentive payments

• Multi-year performance periods on performance-based equity awards

• Multi-year vesting periods on equity awards

• Double trigger change-in-control severance that requires both a change-in-control and termination of employment before any payments are made

• Robust stock ownership guidelines for senior executives

• NEOs participate in the same health and welfare benefit plans as other salaried employees

• “Clawback” policies established for senior executives

• Use of tally sheets and wealth assessments

• No employment contracts

• No guaranteed bonus payments

• No large bonus payouts without justifiable performance linkage

• No perquisites, other than Company-provided parking

• No excessive severance or change-in-control provisions

• No tax gross-ups

• No speculative transactions by executives using Company stock in hedging activities

• No unreasonable internal pay disparity

• No repricing or replacing of underwater stock options without prior shareholder approval

Performance Accomplishments in 2016. 2016 represented a year of significant change for the Company. In early 2016, the Company announced that it would exit its sugar business after 146 years of sugar cultivation. Throughout the year, the Company made significant progress toward the Company’s strategic objectives to simplify its business model, focus on growing the cash flow and portfolio value of its commercial real estate assets, accelerate the mon-etization of the development pipeline, and adhere to disciplined and prudent financial management. In late 2016, the Company announced it would conduct an in-depth evaluation of a real estate investment trust (REIT) structure.

Segment Realignment

During the fourth quarter of 2016, the Company completed an internal reorganization of the operations and reporting structure in order to facilitate operational efficiencies and enhance the execution in the Company’s businesses. Prior to October 1, 2016, the Company operated under four reportable segments: Commercial Real Estate, Real Estate Development and Sales, Materials and Construction, and Agribusiness. As a result of the segment reorganization, the Company’s former Real Estate Development and Sales and Agribusiness segments have been combined into the Land Operations reportable segment. Additionally, the following items were realigned in connection with the segment changes: (1) agricultural leases that were previously included in the Commercial Real Estate segment were reclassified to the Land Operations segment, (2) certain industrial leases that were previously included in the former Agribusiness segment were reclassified to the Commercial Real Estate segment, (3) sales of commercial properties that were previously included in the former Real Estate Development and Sales segment were reclassified to the Commercial Real Estate segment, and (4) the Company’s solar energy investments that were previously presented as Corporate investments were reclassified to Land Operations. The three reportable segments (Commercial Real Estate, Land Operations, and Materials and Construction), as realigned and presented, reflect the revised operational structure and internal management reporting. The financial information for all prior periods have been recast to correspond to these segment changes. Refer to pages 44 to 46 for the reconciliations of GAAP to non-GAAP measures, including financial measures, as reported under the realigned segments, to the corresponding financial measures as reported under the previous segment presentation.

Commercial Real Estate Segment

In 2016, A&B continued to concentrate on its Hawaii-focused commercial real estate strategy. In January 2016, the Company closed on a 141,000 square foot retail center, Manoa Marketplace, which is anchored by Safeway and Longs/CVS. This acquisition expanded this portfolio to a strategic location in urban Honolulu and furthered A&B’s position as the No. 1 strip retail center owner in Hawaii. Additionally, due to the success in the migration to Hawaii, over 80% of net operating income (NOI) is now generated from Hawaii assets, up from approximately 40% in 2012.

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Operating profit of $54.8 million from the commercial real estate portfolio increased 3.0% in 2016 compared to 2015, and net operating income (NOI)¹ of $86.4 million from the portfolio increased 2.9% in 2016 compared to 2015.

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Renewed 142 expiring leases, or 14.9% of gross leasable area, in 2016 at an average increase of 13.2% in annualized base rent per square foot.

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Completed the 18,415 square-foot expansion of Gateway at Mililani South at a 13% stabilized yield on cost of $6.0 million. The expanded space is now 100% leased.

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Commenced redevelopment efforts at Lau Hala Shops (former Kailua Macy’s site) and Pearl Highlands food court in 2016, with a planned completion date in late 2017. Leases and letters of intent have been signed for 87% of the space at Lau Hala Shops and letters of intent have been signed for 60% of the space at Pearl Highlands. These redevelopments, when completed, are expected to provide attractive yields.

Land Operations Segment

With the shutdown of the Company’s sugar operations, the Company has combined its diversified agricultural activities with its development for sale activities for financial reporting purposes. The Land Operations segment is focused on managing activities conducted on the Company’s landholdings (historical and acquired), including diversified agriculture, renewable energy and development for sale. Significant accomplishments in 2016 included:

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Closed on unit sales at the Company’s high-rise condominium joint venture project, The Collection, delivering 451 units to their owners and generating sales revenue of $303.8 million for the joint venture. The Collection represented the largest condominium project closed in Hawaii in 2016.

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Closed on the sale of two non-oceanfront lots on Kahala Avenue for $7.0 million, and sold three vacant Maui parcels for $27.7 million, with proceeds of $9.9 million designated for reinvestment in commercial properties under 1031 exchange transactions.

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Ended the year with 49 binding pre-sales at the Company’s 70-unit joint venture project, Keala ‘O Wailea, on Maui at an average price of $1.2 million.

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Successfully completed the last sugar harvest at HC&S, incurring exit costs that were significantly below initial estimates.

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Commenced the transition to diversified agriculture, with numerous trials underway, including cattle and various energy crops.

Materials & Construction

Grace Pacific continued to generate solid cash flows in 2016, although its results were significantly impacted by unusually wet weather (233 crew days were rained out in 2016 compared to an annual average of 134 days over the

¹	Refer to pages 44 to 46 for reconciliations of GAAP to non-GAAP measures.

past three years) and a slower-than-anticipated pace of jobs released for commencement of construction. The lower performance at Grace Pacific was partially offset by strong performance at Grace’s asphalt business, which benefited from lower oil prices.

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Generated $23.3 million in operating profit and $33.2 million in EBITDA² at Materials & Construction in 2016. 2016 operating profit includes environmental costs of $2.6 million related to the management of a former quarry site, as well as a net loss of $1.0 million related to the sales of vacant land parcels by an unconsolidated affiliate.

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Ended 2016 with a $242.9 million backlog compared to $226.5 million at the end of 2015.

Other

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Commenced an in-depth evaluation of converting to a real estate investment trust.

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Locked in $60 million of long-term secured debt at an attractive rate of 3.14% with a term of 13 years.

Pay for Performance. The Company’s overall performance in 2016 was determined to be between threshold and target and was reflected in elements of compensation earned by executives for 2016.

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Base Salary: NEO salaries range from the 25^th to the 50^th percentiles of competitive market rates.

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Target Total Cash (“TCC”): Target Total Cash consists of base salary plus target annual cash incentives. NEO TCC ranged from the 25^th to the 50^th percentiles. Actual annual incentive amounts earned reflect Company performance between threshold and target (as described below in “Company and Business Unit Performance” and “Value Creation”). Actual total cash compensation paid to the NEOs ranged from the 25^th to the 50^th percentiles.

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Long-term Incentives (“LTI”): NEO LTI ranged from the 25^th to the 50^th percentiles. The Performance Share Units (“PSUs”) granted in 2015 were evenly divided into two tranches: two-year performance and vesting horizons and three-year performance and vesting horizons. From 2016 on, PSUs grants have three-year performance and vesting horizons. For the portion of the 2015 grant that had a two-year performance and vesting horizon, 86.5% of the shares were earned.

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Total Direct Compensation (“TDC”): TDC for the NEOs ranged from the 25^th percentile to the 50^th percentile. Actual TDC earned by the NEOs ranged from the 25^th percentile to the 50^th percentile.

Compensation Overview

The Company’s executive compensation programs are administered by its Compensation Committee. After conducting a search for an independent consultant in 2012, the Compensation Committee retained WTW to provide advice and analysis on the design, structure and level of executive compensation for A&B.

²	Refer to pages 44 to 46 for reconciliations of GAAP to non-GAAP measures.

Compensation Philosophy and Objectives. The Company seeks to align its objectives with shareholder interests through a compensation program that attracts, motivates and retains qualified and effective executives, and rewards performance and results. To achieve this, the Company uses the following pay elements, which are described more fully under the “Pay Elements” section of the CD&A:


Element of Pay	Composition	Metrics	Rationale
Base Salary	Cash	—	• Provides a fixed rate of pay based upon an executive’s responsibilities

Annual Cash Incentives	Cash	56.25% Financial Operating Goals	• Rewards achievement of annual Company, business unit and individual performance

		43.75% Value Creation	• Reinforces pay for performance principles

Long-Term Incentives	50% Performance Share Units	Relative 3-year TSR (S&P 400 and Russell 2000)	• Aligns the executives’ long-term interests with those of A&B’s shareholders, motivates long-term performance and provides retention benefits • Reinforces pay for performance principles • Aids in attracting and retaining employees
	50% Restricted Stock Units	3-year vesting period	• Aligns the executives’ long-term interests with those of A&B’s shareholders, motivates long-term performance and provides retention benefits • Aids in attracting and retaining employees

Health and Welfare Benefits		—	• Aids in attracting and retaining employees

Retirement Benefits		—	• Assists employees with retirement income savings and attracts and retains employees

Severance Benefits		—	• Retains talent during transitions due to a Change in Control or other covered events

Pay Mix. The Company’s combination of pay elements is designed to place greater emphasis on performance-based compensation, while at the same time focusing on long-term talent retention and ensuring an appropriate balance between pay and risk. The Committee believes this is consistent with one of its key compensation objectives, which is to align management and shareholder interests. For 2016, the TDC mix was generally within the same range as competitive practices based on survey data for each element of pay, as shown by the following table.

Percentage of Target Total Direct Compensation Provided by Each Pay Element for 2016

LOGO

As 2016 was Mr. Benjamin’s first year as CEO, the Committee set his long-term incentive award well below the 50th percentile of market. As a result, his long-term incentive mix is a lower percentage of his Total Direct Compensation and his salary percentage is inflated. As Mr. Benjamin’s tenure increases, his long-term incentive awards are expected to move toward the Company’s compensation philosophy of targeting the 50th percentile. This would result in a pay mix that is more aligned with market practices.

Assessment of Total Compensation. In evaluating and making pay decisions, the Compensation Committee utilizes the following tools, resources and information:


		• Company and individual performance				• Positioning in relation to the pay philosophy

		• Say-on-Pay vote results				• Projected salary increases in the general industry

		• Competitive survey data				• Value of the total pay package

		• Economic environment				• Alignment to pay for performance

		• Job responsibilities and experience				• Reasonableness and balance of pay risk

		• Positioning within the executive’s salary range				• Internal pay equity

		• Tally sheets covering the past 5 years				• NEO’s current and expected future contributions

		• Accrued benefits balances				• Size of recent awards

Internal Pay Equity. The Compensation Committee considers internal pay equity as a factor in establishing compensation for executives. While the Compensation Committee has not established a specific policy regarding the ratio of total compensation of the CEO to that of the other executive officers, it does review compensation levels to ensure that appropriate internal equity exists. In 2016, it reviewed the ratio of the CEO’s salary, TCC and TDC relative to the average compensation for the other NEOs, as reflected in the following table. These ratios also were compared to benchmark survey data to determine whether compensation relationships are consistent with market practices. The Company’s target and actual ratios were within a reasonable range and reflect a lower ratio between the CEO and other NEOs than that of companies of similar size in general industry.

2016 Ratio of Target and Actual CEO Pay to Other NEOs


	Salary	Total Cash Compensation	Total Direct Compensation
A&B Target	1.91	2.46	2.56
A&B Actual*	1.91	1.82	2.19
Benchmark Data (target)	2.15	2.60	3.37

*	Based on base salary as of December 31, 2016, actual annual incentives paid in 2016 for 2015 performance and grant date value of the long-term incentive grants made in January 2016.

Pay Elements

The Company provides the following pay elements to its executive officers in varying combinations to accomplish its compensation objectives.

Salary: Salary is intended to provide a competitive fixed rate of pay based upon an executive’s responsibilities. Because the Company believes that salary is less impactful than performance-based compensation in achieving the overall objectives of the Company’s executive compensation program, at target, between 30% to 40% of an NEO’s total compensation is paid as salary.

Generally, the Board of Directors determines the CEO’s annual salary change on the basis of the factors listed previously in the Assessment of Total Compensation section. The Board has a formal performance review process for the CEO that includes categories such as, but not limited to: financial performance results, strategic effectiveness and innovation, business management, talent management, and personal effectiveness. None of the categories is formally weighted, and there is no overall rating score. Each Board member has an opportunity to provide input on the CEO’s performance . The result of this process is considered by the Board in determining the CEO’s annual salary.

The CEO recommends annual salary changes for the other NEOs. Salary adjustments for NEOs are generally considered by the Compensation Committee in February of each year for implementation on April 1. Any base salary increases for NEOs in 2016 reflected increases based on performance and the factors listed in the Assessment of Total Compensation section above.

Salary Information for 2015 - 2016


								Estimated
	Base Salary as					Base Salary		Competitive
NEO	of 12/31/15		% Change			as of 12/31/16		Market Percentile
Mr. Benjamin	$	465,830		33	%*	$	618,000	45^th percentile
Mr. Ito	$	360,680		3	%	$	371,500	50^th percentile
Mr. Chun	$	322,348		3	%	$	332,018	50^th percentile
Ms. Ching	$	271,817		3	%	$	279,972	50th percentile
Mr. Parker	$	300,000		3	%	$	309,000	50th percentile

*	Reflects an increase based on Mr. Benjamin’s new position as Chief Executive Officer, effective January 1, 2016.

Annual Incentives: For 2016, annual incentives for NEOs were provided through the Alexander & Baldwin, Inc. Performance Improvement Incentive Plan (“PIIP”) to motivate executives and reward them if they achieve specific pre-established corporate and business unit goals and for creating value for the Company. The financially oriented goals were established in February 2016. A rating for “Value Creation” (as described below) was assessed by the CEO after the 2016 performance period.

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For 2016, A&B used Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-Store³ Adjusted NOI, and Total Commercial Real Estate Adjusted NOI for its real estate operations; EBITDA and construction backlog for its Materials & Construction segment; and a combination of those factors, Consolidated Adjusted Pre-Tax Income and Value Creation as the performance measures for the NEOs’ (other than Mr. Parker) PIIP awards that ultimately determine the aggregate amount of incentives that are funded to the incentive pool. These factors were selected because the Company believes they best reflect the results of business execution and profitability levels of the respective segments, while Value Creation is a subjective rating by the CEO that is reviewed with the Compensation Committee based on the performance and accomplishments of the Company that create long-term value for shareholders, but are not necessarily reflected in annual financial results. Mr. Parker’s PIIP award pool funding was based on Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-Store3 Adjusted NOI, Total Commercial Real Estate Adjusted NOI, and Value Creation rating for the real estate operations only.

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The aggregate amount of the incentive pool can range between 0% to 200% of target based on the achievement of financial goals approved in February and the score for Value Creation. The incentive pool is funded by aggregating the target incentives for each participant in the plan and multiplying that sum by the performance ratings for the applicable measures at below threshold, threshold, target or maximum levels, with proration in between these levels.

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Each individual’s actual incentive award may be modified from his or her funding level using an individual performance modifier that ranges from 0% to 150%, so long as the aggregate incentive pool established is not exceeded for NEOs and PIIP executives.

The Company believes that the annual incentive structure drives the following objectives:

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Aligning with key goals/objectives

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Fostering a team environment while allowing for flexibility in individual recognition

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Motivating and rewarding value creation over both the short and long term

Company and Business Unit Performance. The annual corporate and business unit targets are based on the Company’s Board-approved operating plan and adjusted in certain instances to exclude the effect of certain items. When establishing the operating plan, management and the Board of Directors consider the historical performance of the Company, external elements such as economic conditions and competitive factors, Company capabilities, performance objectives, and the Company’s strategic plan. The maximum and threshold performance ranges were determined on the basis of the level of difficulty in achieving the objective and are intended to ensure an enduring standard of performance.

For determination of award pool funding for 2016, the Company’s operating performance was compared to the performance goals approved by the Compensation Committee.

³	The Company defines same-store as representing properties that were owned throughout the entire duration of both periods under comparison, including stabilized properties.


Corporate Goal ($ in millions)	Threshold		Target		Maximum		Actual
Commercial Real Estate Same-Store Adjusted NOI⁴	$	71.2	$	74.9	$	78.6	$	75.2
Total Commercial Real Estate Adjusted NOI⁴	$	80.5	$	84.7	$	88.9	$	86.4
Real Estate Development & Sales Gross Margin⁴	$	58.7	$	69.0	$	82.8	$	37.8
EBITDA⁴ – Materials & Construction	$	40.1	$	44.6	$	51.2	$	33.2
Construction Backlog – Materials & Construction	$	226.5	$	240.1	$	253.7	$	242.9
Consolidated Adjusted Pre-tax Income⁴	$	90.2	$	100.2	$	115.2	$	67.3
Value Creation – Blended		1.0		2.0		3.0		2.26

The incentive compensation for Mr. Benjamin, Mr. Ito, Mr. Chun, and Ms. Ching was based on a weighted mix of (a) the level of achievement of the financial and operating goals set forth in the table above and (b) the scores awarded for Value Creation accomplishments achieved by each of the operating segments and the parent company. The incentive compensation for Mr. Parker was based on Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-Store Adjusted NOI, Total Commercial Real Estate Adjusted NOI, and Value Creation rating for real estate operations only.

The levels of achievement for financial and operating goals and value creation are rated on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance, with proration in between threshold, target and maximum. Based on 2016 performance shown above, the NEOs received scores for financial and operating goals ranging from 0 to 2.41 on the various metrics, and a blended score of 2.26 for Value Creation accomplishments. The financial and operating goals account for 56.25% of four of the NEO’s total incentive award, and Value Creation accounts for the remaining 43.75% as the result for Corporate takes into account performance against business unit goals. Mr. Parker’s award is based on Properties goals, which are comprised of 70% real estate operations financial goals and 30% real estate operations Value Creation (score: 2.25).

The term “Value Creation” reflects performance and accomplishments of the Company that advance value creation for shareholders. The Company has two primary goals for Value Creation: increasing net asset value (“NAV”) and enhancing the market’s appreciation of NAV. Accordingly, value creation may or may not be included in earnings for the current year. Ways to increase NAV include identifying and pursuing redevelopment and build-for-hold projects, managing and leasing assets to achieve above-average rent growth in the portfolio, and converting non- to minimal-earning assets into commercial properties with a stable or growing income stream. Structural changes, such as evaluating and effecting a REIT conversion, would fall into the latter category of enhancing the market’s appreciation of NAV, as would enhanced disclosure. Value Creation is evaluated by the CEO at the conclusion of the year and assigned a rating as described above.

Individual Performance. In addition to corporate and business unit performance goals, each NEO’s 2016 award could be modified between 0% - 150% based on individual performance. The CEO’s performance is reviewed and approved by the Compensation Committee each year. The Committee reviewed the CEO’s performance at its January meeting and approved an incentive award of $522,675 as funded by operating performance and Value Creation score results. The Committee did not invoke any upward or downward modification to the CEO’s award.

Individual performance of the other NEOs is reviewed and assessed by the CEO. The CEO did not apply any individual modifiers.

⁴	Refer to pages 44 to 46 for reconciliations of GAAP to non-GAAP measures.

Actual awards earned in total by the NEOs versus target were lower than the overall targeted goal payouts and were as follows:


	Target Bonus					Actual Bonus					Actual as a % of
NEO	% of Base Salary			$		% of Base Salary			$		Target
Mr. Benjamin		100	%		618,000		85	%	$	522,675		85	%
Mr. Ito		60	%		222,900		51	%	$	188,520		85	%
Mr. Chun		50	%		166,009		42	%	$	140,404		85	%
Ms. Ching		50	%		139,986		42	%	$	118,394		85	%
Mr. Parker		60	%		185,400		48	%	$	148,505		80	%

Equity-Based Compensation:

Equity grants are generally considered and granted annually in January by the Compensation Committee. Based on current market data provided by WTW, the CEO makes recommendations for each executive officer to the Compensation Committee, which retains full authority to set the actual grant amount. In determining the type and size of a grant to an executive officer, the Compensation Committee generally considers, among other things, the items mentioned above in the Assessment of Total Compensation section.

In 2016, the Company issued equity awards with a mix of 50% PSUs and 50% RSUs.

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PSUs are settled in shares and have both a performance- and service-vesting requirement. The performance requirement is based on A&B’s TSR results relative to the TSR of companies that comprise two indices to which the Company belongs: the Standard & Poor’s Midcap 400 index and the Russell 2000 index. Half of the PSUs granted will be evaluated against the companies comprising the S&P Midcap 400 and half will be evaluated against companies comprising the Russell 2000. In addition, the performance and vesting horizons were increased from two to three years in 2015 for half of the PSUs granted. From 2016 on, PSUs awarded will have three-year performance and vesting horizons. Under the service-vesting requirement, recipients must remain employed until the end of the performance period to earn any shares that become issuable. Pro-rata vesting will apply to the extent employment ceases with the Company during the performance period by reason of death, disability or retirement, with proration to be applied to the number of shares resulting from the Company’s relative TSR over the performance period. PSUs are intended to motivate recipients to focus on A&B shareholder returns relative to the share performance of other U.S.-based companies with similar market capitalization. The service requirement provides that PSUs cliff vest after a two-year or three-year period (concurrent with the performance period), as defined by the award.

The actual performance level attained for the 2015 PSU grants covering the performance period of 2015 to 2016 was at approximately the 51st percentile on a blended basis relative to the Standard & Poor’s Midcap 400 and Russell 2000 indices. This resulted in an earnout of 86.5% of the portion of 2015 PSU grants based on a two-year performance period.

Performance Range


	Performance		Earnout*
Threshold		35^th Percentile		35% of Target
Target		55^th Percentile		100% of Target
Maximum		75^th Percentile		150% of Target

*	With proration between these levels

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RSUs are awards that are settled in shares but vest in thirds over a three-year period based on service. RSUs are intended to focus behaviors on improving long-term stock price performance on an absolute basis (as a complement to the relative-performance nature of PSUs), increase share ownership and strengthen retention of participants through a three-year vesting period.

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Grantees receive dividends on the full amount of RSUs granted, regardless of vesting, at the same rate as is payable on the Company’s common stock. Payment of accrued dividend equivalents on PSUs will be made upon attainment of the applicable performance goals and will be paid according to the number of actual shares earned.

LTI and Total Direct Compensation Positioning for 2016


NEO	Base Salary as of 12/31/16		2016 LTI Grant		Target Total Direct Compensation 12/31/16 (Including Base Salary)		Estimated Competitive Market Percentile
Mr. Benjamin	$	618,000	$	900,000	$	2,136,000		25^th percentile*
Mr. Ito	$	371,500	$	400,000	$	994,400		40^th percentile
Mr. Chun	$	332,018	$	275,000	$	773,027		50^th percentile
Ms. Ching	$	279,972	$	275,000	$	694,958		50^th percentile
Mr. Parker	$	309,000	$	200,000	$	694,400		40^th percentile

As 2016 was Mr. Benjamin’s first year as CEO, the Committee set his target total direct compensation to be below the market 50th percentile. As Mr. Benjamin’s tenure increases, his target total direct compensation is expected to move toward the Company’s compensation philosophy of targeting the 50th percentile for total compensation.

Retirement Plans: The Company provides various retirement plans to assist its employees with retirement income savings and to attract and retain its employees. The Committee periodically reviews the value of benefits from the retirement plans in conjunction with all other forms of pay in making compensation decisions.

A&B Retirement Plan for Salaried Employees (Frozen since 2012): The A&B Retirement Plan for Salaried Employees (the “Qualified Retirement Plan”), which is a tax-qualified defined benefit pension plan, provides pension benefits to the Company’s salaried non-bargaining unit employees. The Pension Benefits table of this Proxy Statement provides further information regarding the Qualified Retirement Plan. In 2007, A&B Predecessor closed participation in its traditional defined pension plan for new non-bargaining unit employees hired after January 1, 2008. Effective January 1, 2012, the Company froze benefit accruals under its traditional defined benefit plans for non-bargaining unit employees hired before January 1, 2008 and replaced the benefit with a cash balance formula in which participants accrue 5% of their eligible annual compensation.

A&B Individual Deferred Compensation and Profit Sharing Plan: The Company has a tax-qualified defined contribution retirement plan (the “A&B Profit Sharing Retirement Plan”) available to all salaried non-bargaining unit employees that provides for performance-based discretionary contributions to participants based on the degree of achievement of pre-tax income goal specific to the profit sharing plan as determined by the Compensation Committee. In 2016, available contributions were set between zero and five percent of each employee’s base salary. There was no profit-sharing contribution for 2016. The plan also provides a discretionary match under the Individual Deferred Compensation (401(k)) component of the plan for all salaried non-bargaining unit employees. In 2016, that plan provided for a match of up to three percent of the compensation deferred by a participant during the fiscal year, subject to IRS maximum compensation limitations. The value of the Company’s 2016 profit sharing contribution and Individual Deferred Compensation matches for NEOs are included in the Summary Compensation Table of this Proxy Statement.

A&B Excess Benefits Plan: This non-qualified benefit plan (the “Excess Benefits Plan”) for executives is designed to meet the retirement plan objectives described above. All NEOs are eligible to participate in the Excess Benefits Plan. It complements the Qualified Retirement Plan and A&B Profit Sharing Retirement Plan by providing benefits and contributions in amounts that could not be provided by those plan’s formulas due to the limits imposed by tax law. The pension benefits under the Excess Benefits Plan that had accumulated as of December 31, 2011 pursuant to the traditional defined benefit formula were frozen and a cash balance formula was implemented for eligible employees beginning January 1, 2012. The Pension Benefits table of this Proxy Statement provides further information regarding the A&B Excess Benefits Plan.

No Perquisites: The Company has no NEO perquisites, with the exception of Company-provided parking in its headquarters building, which is provided at no additional cost to A&B.

Severance Plan and Change in Control Agreements: The Company provides severance benefits pursuant to the Severance Plan and change in control agreements to certain executives, including the NEOs, to retain talent during transitions due to a Change in Control or other covered event and to provide a competitive pay package. The Compensation Committee designed the change in control agreement to provide a competitively structured program, and yet be conservative overall in the amounts of potential award payouts. The Compensation Committee’s decisions regarding other compensation elements are affected by the potential payouts under these arrangements, as the Committee considers how the terms of these arrangements and the other pay components interrelate. These agreements are described in further detail in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

Retiree Health and Medical Plan: The Company provides NEOs with the same retiree medical and life insurance benefits as are provided in general to all salaried non-bargaining unit employees who joined A&B Predecessor prior to January 1, 2008. These benefits aid in retaining long-term service employees and provide for health care costs in retirement. The Company limits its contribution towards the monthly premium, based on the employee’s age and years of service. The benefits from this plan are reflected in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

The Role of Survey Data

The Company uses published survey data as a reference, but does not benchmark against specific companies within such surveys. The Company operates in a number of different industries and there are no companies that are considered directly comparable in business mix, size and geographic relevance. Accordingly, the Company does not use data that are specific to any individual segment of the Company’s business but instead, based on the recommendation of WTW, uses data from five national and highly recognized published surveys representing a broad group of general industry and real estate companies similar in size to the Company to assess the Company’s pay practices. WTW uses data subsets in each survey that represent companies of similar size with revenues between $250 million and $1 billion. The survey sources provide only one of the tools that the Committee uses to assess appropriate pay levels. Internal equity, Company performance, business unit performance, compensation philosophy, performance consistency, historical pay movement, pay mix, pay risk, economic environment and individual performance are also reviewed.

The surveys used by WTW in its assessment of total direct compensation and CEO pay ratio as compared to other NEOs include:

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WTW 2016 CDB General Industry Executive Database

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WTW 2016 CSR Top Management Compensation Survey

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WTW 2016 Long-term Incentives, Policies and Practices Survey

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Mercer 2016 U.S. Benchmark Database - Executive Compensation Survey

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National Association for Real Estate Investment Trust (NAREIT) 2016 Compensation Survey

The Role of the Compensation Consultant

After conducting a search, the Compensation Committee selected and has since directly retained WTW, an independent executive compensation consulting firm, to assist the Committee in:

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Evaluating salary and incentive compensation levels

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Reviewing and suggesting executive pay plan design modifications

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Understanding current trends and legislative reform initiatives in the area of executive compensation

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Assessing appropriate outside Board of Director pay levels and structuring

The executive compensation consultant reports directly to the Committee and takes instructions from the Committee. The Committee Chair pre-approves all WTW engagements, including the nature, scope and fees of assignments.

In selecting WTW, the Compensation Committee considered, among other factors, the following:

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Depth and breadth of executive compensation knowledge and experience

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Qualifications as a board-level consultant

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Quality of resources available (staff, data, etc.)

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Understanding of A&B’s business strategy and issues, industry, performance drivers and human capital considerations

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Objectivity in advice and recommendations

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Willingness to provide candid feedback regarding management and Committee proposals, questions and concerns

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Accessibility and availability

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Reporting relationship with the Committee

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Working relationship with management and its human resources staff

•

Effectiveness of communication

WTW takes the following safeguards to ensure that its services and advice are objective:

•

The individuals providing consulting services to the Committee are not personally involved in other services WTW may provide to the Company

•

The individuals providing consulting services to the Committee are not directly compensated for the total revenues that WTW generates from the Company

•

WTW’s executive compensation consultants do not hold an equity stake in the Company

•

Other services, if any, are provided under a separate contractual arrangement

•

WTW’s executive compensation consultants do not serve as WTW’s client relationship manager on services provided to the Company

•

The WTW executive compensation consultants have direct access to all members of the Committee during and between meetings

•

WTW consultants are required to adhere to a stringent code of conduct articulating their commitment to impartial advice

The Compensation Committee has reviewed WTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New York Stock Exchange (“NYSE”) requirements, the Compensation Committee annually assesses the independence of its compensation consultant, outside legal counsel, and other advisers who will provide services with respect to executive compensation matters. In assessing independence, the Compensation Committee considers the following factors, among others:

•

Whether a compensation adviser’s employer provides other services to A&B

•

The amount of fees the compensation adviser’s employer receives from A&B as a percentage of such employer’s total revenues

•

The compensation adviser’s policies and procedures to prevent conflicts of interest

•

Business or personal relationships between a compensation adviser and any member of A&B’s compensation committee

•

The compensation adviser’s stock ownership in A&B

•

Business or personal relationships between a compensation adviser or the compensation adviser’s employer and any executive officer of A&B

The Role of Management

Management assists the Compensation Committee in its role of determining executive compensation in a number of ways, including:

•

Providing management’s perspective on compensation plan structure and implementation

•

Identifying appropriate performance measures and establishing company, unit and individual performance goals that are consistent with the Board-approved operating plans

•

Providing the data used to measure performance against established goals, with the CEO providing perspective on individual executive performance and compensation amounts

•

Providing recommendations, based on information provided by WTW, regarding pay levels for officers on the basis of plan formulas, salary structures and the CEO’s assessment of individual officer performance

Tax and Accounting Considerations

In evaluating the Company’s executive compensation structure, the Compensation Committee considers tax and accounting treatment, balancing the effects on the individual and the Company. Section 162(m) of the Internal Revenue Code limits the tax deductibility of certain executive compensation in excess of $1,000,000 for any fiscal year, except for certain “performance-based compensation.” However, in establishing the cash and equity incentive compensation programs for the executive officers, the Compensation Committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor. The Compensation Committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Company’s financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

Stock Ownership Guidelines

To enhance shareholder alignment and ensure commitment to value-enhancing longer-term decision-making, the Company has established stock ownership guidelines. Executives are required to own a value of stock equal to the salary multiple below within a five year-period from commencement of employment or within a five-year period after a change in salary based on promotion:


Position		Salary Multiple
CEO		5X
Other NEOs		3X

All NEOs have met or are on track to meet the ownership guidelines.

Equity Granting Policy

Equity awards are expected to be granted for current employees at the January Compensation Committee meeting each year. Equity grants for new hires or promoted employees are approved at regularly scheduled Compensation Committee meetings. The timing of these grants is made without regard to anticipated earnings or other major announcements by the Company.

Policy Regarding Speculative Transactions and Hedging

The Company has adopted a formal policy prohibiting directors, officers and employees from (i) entering into speculative transactions, such as trading in options, warrants, puts and calls or similar instruments, involving A&B stock, or (ii) hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving A&B stock.

Policy Regarding Recoupment of Certain Compensation

The Company has adopted a formal “clawback” policy for senior management, including all NEOs. Pursuant to the policy, the Company will seek to recoup certain incentive compensation, including cash and equity bonuses based upon the achievement of financial performance metrics, from executives in the event that the Company is required to restate its financial statements due to a material noncompliance with any financial reporting requirement.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the CD&A section of this Proxy Statement with management and, based on these discussions and review, it has recommended to the Board of Directors that the CD&A disclosure be included in this Proxy Statement.

The foregoing report is submitted by Mr. King (Chairman), Ms. Saito and Ms. Wall.

Compensation Committee Interlocks and Insider Participation

During 2016, the members of the Compensation Committee were Mr. King, Chairman, Ms. Saito and Ms. Wall. As set forth above under the subsection “Certain Relationships and Transactions,” Ms. Wall is an executive officer in a corporation that is a tenant in several properties owned by A&B subsidiaries with leases established at market rates. Because of this related person transaction, Ms. Wall did not participate in any equity compensation decisions.

Summary Compensation Table. The following table summarizes the compensation paid by A&B to its NEOs in 2016, 2015 and 2014.

2016 SUMMARY COMPENSATION TABLE


Name and Principal Position (a)	Year (b)		Salary ($) (c)		Bonus ($) (1) (d)		Stock Awards ($) (2) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (3) (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) (h)			All Other Compensation ($) (5) (i)		Total ($) (j)
Christopher J. Benjamin President and Chief Executive Officer of A&B		2016 2015 2014		613,500 462,438 448,969		363,075 74,067 171,657		886,684 460,422 445,256		N/A N/A N/A		159,600 146,115 158,343		194,648 0 212,875	⁽⁶⁾		7,950 7,950 21,314		2,225,457 1,150,992 1,458,414

Paul K. Ito Senior Vice President, Chief Financial Officer, and Treasurer of A&B		2016 2015 2014		368,795 358,054 338,756		130,955 57,350 102,399		394,049 409,291 395,827		N/A N/A N/A		57,565 113,132 122,601		55,892 0 101,802	⁽⁷⁾		7,813 7,161 17,997		1,015,069 944,988 1,079,382

Nelson N. S. Chun Senior Vice President and Chief Legal Officer of A&B		2016 2015 2014		329,601 320,001 310,680		97,531 42,713 78,690		270,904 255,817 247,383		N/A N/A N/A		42,873 84,257 91,310		31,051 0 133,234	⁽⁸⁾		7,950 7,950 17,151		779,910 710,738 878,448

Meredith J. Ching Senior Vice President, Government & Community Relations of A&B		2016 2015 2014		253,229 254,156 241,062		82,242 36,017 83,005		270,904 255,817 247,383		N/A N/A N/A		36,152 71,049 76,995		176,230 0 349,616	⁽⁹⁾		7,597 7,625 14,107		826,354 624,664 1,012,168

Lance K. Parker President, ABP		2016		306,750		69,525		196,994		N/A		78,980		32,575			7,950		692,774

(1)	Represents the NEO’s award attributable to Value Creation and individual modifiers under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year.

(2)

Represents the grant-date fair value of time-based restricted stock units and the grant-date fair value of performance stock units for the fiscal year identified in column (b) granted in 2015 computed under ASC Topic 718. Performance stock units awarded in 2016 vest in January 2019 if performance goals are attained at target. If maximum performance goals applicable to the performance stock units were to be achieved, the values in this column with respect to 2016 would be as follows: Mr. Benjamin, $1,105,027; Mr. Ito, $491,082; Mr. Chun, $337,613; Ms. Ching, $337,613; and Mr. Parker, $245,503. See Note 13 of the consolidated financial statements of the Company’s 2016 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.

(3)	Represents the NEO’s award attributable to financial goals under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year.

(4)	All amounts are attributable to the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans.

(5)	Represents amounts contributed by A&B to the NEO’s account under the A&B Individual Deferred Compensation and Profit Sharing Plan and Alexander & Baldwin, Inc. Excess Benefits Plan.

(6)	The change in pension value was a decrease of $52,963.

(7)	The change in pension value was a decrease of $14,637.

(8)	The change in pension value was a decrease of $26,890.

(9)	The change in pension value was a decrease of $15,432.

Grants of Plan-Based Awards. The following table contains information concerning the non-equity and equity grants under A&B’s incentive plans during 2016 to the NEOs.

2016 GRANTS OF PLAN-BASED AWARDS

All

Other Stock

Awards:

Number of

All Other

Option

Awards:

Number

Exercise or
Base Price
of Option
Awards
($/Sh)

Grant Date

Fair Value

Estimated Future Payouts

Under Non-Equity Incentive Plan

Estimated Future Payouts Under

Shares of

Securities

of Stock

Awards (1)

Equity Incentive Plan Awards (2)

Stock or

Underlying

and Option

Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

Units

Options

Awards

Name

Date

($)

(#)

(#) (3)

(#) (4)

($) (5)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Christopher J. Benjamin

1/25/16

173,813

347,625

695,250

5,207

14,876

22,314

14,876

N/A

886,684

Paul K. Ito

1/25/16

62,692

125,383

250,766

2,314

6,611

9,917

6,611

N/A

394,049

Nelson N. S. Chun

1/25/16

46,691

93,381

186,762

1,591

4,545

6,818

4,545

N/A

270,904

Meredith J. Ching

1/25/16

39,372

78,744

157,488

1,591

4,545

6,818

4,545

N/A

270,904

Lance K. Parker

1/25/16

64,890

129,780

259,560

1,157

3,305

4,958

3,305

N/A

196,994

(1)	Amounts reflected in this section relate to estimated payouts under the non-equity incentive portion of the PIIP. The value of the actual payouts is included in column (g) of the Summary Compensation Table.

(2)	Amounts in this section reflect performance share unit grants. Performance share units awarded in 2016 vest in January 2019 if performance goals are attained during the performance period.

(3)	Amounts in this section reflect time-based restricted stock unit grants awarded.

(4)	No options were granted in 2016.

(5)	Represents the grant-date fair value of the equity awards granted in 2016 computed under ASC Topic 718. See Note 13 of the consolidated financial statements of the Company’s 2016 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.

The PIIP is based on financial, operating, and value creation goals, depending on the executive’s job responsibilities and individual performance. Performance measures, weighting of goals and target opportunities are discussed in the CD&A section of this Proxy Statement. Information on equity grants is provided in the CD&A section of this Proxy Statement.

Outstanding Equity Awards at Fiscal Year-End. The following table contains information concerning the outstanding equity awards held by the NEOs.

2016 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


					Option Awards									Stock Awards
																			Equity Incentive
																			Plan
																Equity Incentive			Awards:
																Plan			Market or
					Equity											Awards:			Payout
					Incentive											Number of			Value of
					Plan Awards:									Market		Unearned			Unearned
	Number of		Number of		Number of						Number			Value of		Shares,			Shares,
	Securities		Securities		Securities						of Shares			Shares or		Units or			Units or
	Underlying		Underlying		Underlying						or Units of			Units of		Other			Other
	Unexercised		Unexercised		Unexercised		Option				Stock that			Stock that		Rights that			Rights that
	Options		Options		Unearned		Exercise		Option		Have Not			Have Not		Have Not			Have Not
	(#)		(#)		Options		Price		Expiration		Vested			Vested		Vested			Vested
Name	Exercisable		Unexercisable		(#)		($)		Date		(#)			($)(6)		(#)			($)(6)
(a)	(b)		(c)		(d)		(e)		(f)		(g)			(h)		(i)			(j)
Christopher J. Benjamin		3,933		—		—		22.11		1/29/2018		20,493	⁽¹⁾		919,521		7,172	⁽⁷⁾		321,808
		25,000		—		—		11.37		1/27/2019
		49,105		—		—		16.09		1/26/2020
		34,877		—		—		19.80		1/25/2021
		33,545		—		—		22.54		1/24/2022

Paul K. Ito		13,021		—		—		22.11		1/29/2018		11,604	⁽²⁾		520,671		4,060	⁽⁸⁾		182,172
		6,546		—		—		11.37		1/27/2019
		22,640		—		—		16.09		1/26/2020
		15,533		—		—		19.80		1/25/2021
		11,610		—		—		22.54		1/24/2022

Nelson N.S. Chun		21,042		—		—		22.11		1/29/2018		7,667	⁽³⁾		344,018		2,682	⁽⁹⁾		120,341
		9,434		—		—		16.09		1/26/2020
		20,713		—		—		19.80		1/25/2021
		15,482		—		—		22.54		1/24/2022

Meredith J. Ching		13,021		—		—		22.11		1/29/2018		7,667	⁽⁴⁾		344,018		2,682	⁽⁹⁾		120,341
		16,365		—		—		11.37		1/27/2019
		19,811		—		—		16.09		1/26/2020
		15,533		—		—		19.80		1/25/2021
		11,610		—		—		22.54		1/24/2022

Lance K. Parker		1,152		—		—		19.80		1/25/2021		4,304	⁽⁵⁾		193,120		1,505	⁽¹⁰⁾		67,529

(1)	Vesting date of unrestricted stock –1,871 shares on 1/27/17; 1,873 shares each on 1/26/17 and 1/26/18; 4,958 shares on 1/25/17 and 4,959 shares each on 1/25/18 and 1/25/19.

(2)	Vesting date of unrestricted stock - 1,663 shares on 1/27/17; 1,665 shares each on 1/26/17 and 1/26/18; 2,203 shares on 1/25/17 and 2,204 shares each on 1/25/18 and 1/25/19.

(3)	Vesting date of unrestricted stock - 1,040 shares on 1/27/17; 1,041 shares each on 1/26/17 and 1/26/18; 1,515 shares each on 1/25/17, 1/25/18, and 1/25/19.

(4)	Vesting date of unrestricted stock - 1,040 shares on 1/27/17; 1,041 shares each on 1/26/17 and 1/26/18; 1,515 shares each on 1/25/17, 1/25/18, and 1/25/19.

(5)	Vesting date of unrestricted stock – 333 shares on 1/27/17; 333 shares each on 1/26/17 and 1/26/18; 1,101 shares on 1/25/17 and 1,102 shares each on 1/25/18 and 1/25/19.

(6)	Market value of stock not vested based on the closing stock price at year-end of $44.87.

(7)	Vesting date of PSUs – 983 shares each on 1/26/17 and 1/26/18; and 5,206 shares on 1/25/19.

(8)	Vesting date of PSUs – 873 shares on 1/26/17; 874 shares on 8/16/18; and 2,313 shares on 1/25/19.

(9)	Vesting date of PSUs – 546 shares each on 1/26/17 and 1/26/18; and 1,590 shares on 1/25/19.

(10)	Vesting date of PSUs – 174 shares on 1/26/17; 175 shares on 1/26/18; and 1,156 shares on 1/25/19.

Option Exercises and Stock Vested. The following table contains information concerning option exercises and the vesting of stock awards for the NEOs during 2016.

OPTION EXERCISES AND STOCK VESTED FOR 2016


	OPTION AWARDS				STOCK AWARDS
	Number of Shares				Number of Shares
	Acquired on		Value Realized		Acquired on		Value Realized
	Exercise		on Exercise		Vesting		on Vesting
Name	(#)		($)		(#)		($)
(a)	(b)		(c)		(d)		(e)
Christopher J. Benjamin		—		—		5,855		177,916
Paul K. Ito		12,587		197,141		4,836		147,094
Nelson N. S. Chun		29,544		428,703		3,059		93,028
Meredith J. Ching		14,531		189,153		2,959		90,028
Lance K. Parker		—		—		943		28,693

The value realized in column (e) was calculated based on the market value of A&B common stock on the vesting date. No amounts realized upon exercise of options or vesting of stock have been deferred.

Pension Benefits. The following table contains information concerning pension benefits for the NEOs at the end of 2016.

PENSION BENEFITS FOR 2016

Present

Number of

Value of

Payments

Years Credited

Accumulated

During Last

Service (1)

Benefit

Fiscal Year

Name

Plan Name

(#)

($)

(a)

(b)

(c)

(d)

(e)

Christopher J. Benjamin