Matson Inc

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, the following information describes the relationship between executive compensation actually paid (“CAP”) and the performance of the Company based on certain financial metrics. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation for its NEOs with the Company’s performance, please see “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement.

PAY VERSUS PERFORMANCE TABLE

Analysis of the Information Presented in the Pay Versus Performance Table

As described in more detail under “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy and utilizes several performance measures to align executive compensation with Company performance. The Company’s performance incentive structure has an annual component and a multi-year component. The Company generally seeks to incentivize long-term performance, and therefore the Company’s performance incentive measures do not necessarily align with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationship between information presented in the Pay versus Performance table.

Compensation Actually Paid and TSR

As detailed under “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement, equity awards comprise a significant portion of SCT compensation for our executives (slightly more than 50% for the CEO and approximately 40% for other NEOs). Accordingly, the fair value of outstanding and unvested awards in 2023 increased significantly due to share price appreciation and the Company’s strong ROIC and relative TSR performance.

The following chart compares CAP to the Company’s TSR. The cumulative total return shown in the chart below assumes an initial investment of $100 on the last trading day of the year ended December 31, 2019, including reinvestment of dividends, at each fiscal year end and measures the performance of this investment as of the last trading day in the month of December for each of the four years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The graph is a historical representation of past performance only and is not necessarily indicative of future performance.

CAP and TSR

• Cumulative value of $100 invested in Matson common stock on December 31, 2019, including reinvestments of dividends

As described under “Executive Compensation – Compensation Discussion and Analysis – Components of Executive Compensation – Equity-Based Compensation” in this Proxy Statement, relative TSR is the metric for a portion of the Performance Shares granted to our executives. Changes in equity value attributed to share price applies to both Performance Shares and Restricted Stock Units whereas the relative TSR metric only applies to Performance Shares.

Compensation Actually Paid and EBITDA

Earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) is Matson’s company-selected performance measure. As detailed under “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement, EBITDA is the corporate financial performance metric in the Company’s annual cash incentive plan. For 2020, 2021, 2022 and 2023, the Company achieved EBITDA results that resulted in maximum annual cash incentive plan payouts. However, these amounts represent a small portion of CAP for each year. For 2023, CAP was up compared to 2022, primarily due to share price appreciation and the Company’s strong ROIC and relative TSR performance (see “Compensation Actually Paid and TSR” above for more information). The following chart compares CAP to EBITDA.

CAP and EBITDA

Compensation Actually Paid and Net Income

Net income is not a specific performance metric in the Company’s compensation program, and therefore, has no direct relationship to the CAP of our named executive officers. As described under “Compensation Actually Paid and EBITDA” above, the Company uses EBITDA as an earnings metric under its annual cash incentive plan. In 2023, while Matson reported lower net income, CAP increased significantly primarily due to share price appreciation and the Company’s strong ROIC and relative TSR performance. The chart below illustrates CAP and net income.

CAP and Net Income

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The cumulative total return shown in the chart below assumes an initial investment of $100 on the last trading day of the year ended December 31, 2019, including reinvestment of dividends, at each fiscal year end and measures the performance of this investment as of the last trading day in the month of December for each of the four years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The graph is a historical representation of past performance only and is not necessarily indicative of future performance.

Cumulative Four-Year Total Shareholder Return**

**Matson, Inc. and S&P Transportation Select Industry Index

Tabular List of Important Metrics

As described under “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our short-term and long-term awards incentivize our NEOs to increase the value of our enterprise for our shareholders. The key performance measures used by the Company to link executive CAP, for the most recently completed fiscal year, to the Company’s performance are as follows:

Please refer to “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement for more information.