DEF 14A: Central Pacific Financial Corp. Announces Details for 2024 Annual Shareholder Meeting

Central Pacific Financial Corp. will hold its 2024 Annual Meeting of Shareholders virtually on April 25, 2024, to vote on director elections, executive compensation, and the ratification of the independent accounting firm.

Summary

• Central Pacific Financial Corp. will hold its Annual Meeting of Shareholders virtually on April 25, 2024, at 11:00 a.m. Hawaii time.
• Shareholders will vote on the election of 11 directors, executive compensation (Say-on-Pay), and the ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The record date for determining shareholders eligible to vote is February 20, 2024.
• The Board of Directors recommends voting for all director nominees, the compensation of named executive officers, and the ratification of Crowe LLP.
• The company's Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available online.
• BlackRock, Inc. beneficially owns 14.6% of the company's outstanding Common Stock, and The Vanguard Group beneficially owns 7.66%.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming shareholder meeting and related proposals. The outlook is stable, with a focus on corporate governance and shareholder engagement.

Positives

• The Board is committed to maintaining at least 30% female members by the 2025 annual meeting.
• The Board has added a new independent director in each of 2021, 2023, and 2024, demonstrating a commitment to Board refreshment.
• The company has a strong commitment to Environmental, Social, and Governance (ESG) practices, including community support, digital banking alternatives, and employee volunteerism.

Negatives

• The company's Board is slightly under 30% female representation, which will be the first time this has occurred in the last eight years.

Risks

• The document includes forward-looking statements that are subject to risks and uncertainties, as detailed in the company's Form 10-K.
• The company acknowledges the potential impacts of climate change on its business, customers, and communities.

Future Outlook

The document contains forward-looking statements regarding the company's business plans, objectives, and expected operating results, which are subject to risks and uncertainties.

Management Comments

• Arnold D. Martines, Chief Executive Officer, expresses appreciation for shareholders' continued interest in Central Pacific Financial Corp.
• A. Catherine Ngo, Board Chair, joins in inviting shareholders to attend the Annual Meeting.

Industry Context

The document provides insight into the governance and compensation practices of a regional bank, Central Pacific Financial Corp., within the context of the Hawaiian economy and the broader banking industry.

Comparison to Industry Standards

• The document benchmarks director compensation against peer companies, including Hawaiian Holdings, Inc., Maui Land & Pineapple Company, Inc., and Seven & i Holdings Co., Ltd.
• The document compares the company's performance to other publicly traded Hawaii bank competitors, such as Bank of Hawaii and First Hawaiian Bank.
• The document references the S&P SmallCap 600 Commercial Bank Index as a benchmark for relative Total Shareholder Return (rTSR).

Related Party Transactions

• The document discloses banking relationships between independent directors and the Bank.
• The document discloses charitable contributions made by the Bank and Central Pacific Bank Foundation to entities affiliated with independent directors.
• The document discloses business relationships between the Bank and companies where independent directors serve as officers or board members, including ABC Stores, PacificBasin Communications LLC, Blow Up LLC, Elevate Credit Inc., and Tradewind Group, Inc. subsidiaries.

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on key proposals.
• The company's ESG initiatives aim to benefit the community and environment.
• Employees are supported through professional development and well-being programs.

Next Steps

• Shareholders are urged to vote by Internet, telephone, or mail.
• Shareholders can attend the virtual Annual Meeting on April 25, 2024.
• The company intends to publish its ESG Report and SASB disclosures for calendar year 2023 prior to the Meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, Director Election, Crowe LLP, Corporate Governance, ESG, Central Pacific Financial Corp.