CENTRAL PACIFIC FINANCIAL CORP (CPF)
Sector: Financials
2026 Annual Meeting Analysis
CENTRAL PACIFIC FINANCIAL CORP · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2005 with strong financial and risk management credentials; CPF's 3-year total return of +75.4% outperforms the peer group median by +56.2pp, well below the 50pp trigger threshold for a strong-positive-TSR company, so no TSR concern applies; holds one other public board seat (Backblaze), within the permitted limit.
Director since 2023, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings CEO, CFO, and audit experience relevant to a community bank.
Director since 2021 with over 36 years of financial services experience; CPF's strong stock outperformance versus peers means no TSR concern applies.
Director since 2002 with deep Hawaii business and retail industry expertise; no overboarding, no TSR trigger, and the related-party ATM arrangement ($7,689) is immaterial.
Director since 2018 with extensive financial services and CFO experience; CPF's strong TSR outperformance means no TSR trigger applies.
CEO and director since 2023; as an executive director he is subject to the same TSR trigger as all other directors, but CPF's 3-year return of +75.4% outperforms the peer median by +56.2pp, which does not breach the 50pp threshold required to trigger a No vote for a strong-positive-TSR company.
Director since 2024, within the 24-month new-director exemption period; brings banking and financial services expertise; related-party technology and insurance payments (~$663K combined) were reviewed by the board and deemed made on market terms with limited Hawaii alternatives.
Director since 2015 with small-business and marketing expertise; no overboarding, no TSR trigger given CPF's strong outperformance versus the peer group.
Director since January 2025, well within the 24-month new-director exemption period; brings CEO and healthcare industry experience; the dental plan relationship (~$345K paid by Bank) was reviewed by the board as arms-length and market-standard.
Director since 2005 with extensive legal and real estate expertise relevant to a Hawaii community bank; CPF's 3-year total return of +75.4% outperforms the peer median by +56.2pp, not breaching the 50pp threshold, so no TSR concern applies.
All 10 nominees pass policy screens: CPF's 3-year price return of +75.4% outperforms the QABA benchmark by +40.9pp and outperforms the company-disclosed peer group median by +56.2pp, neither of which breaches the 50pp peer-group trigger required for a strong-positive-TSR company. No director is overboarded, all attended at least 75% of meetings, audit committee members have confirmed financial expertise, and no familial relationships with senior management are present among nominees.
Say on Pay
✓ FORCEO
Arnold D. Martines
Total Comp
$2,763,135
Prior Support
98%%
CEO total compensation of approximately $2.76 million is reasonable for a community bank CEO at CPF's market cap and asset size (~$7.4B), and the proxy discloses that the CEO ranked at the 51st percentile of the compensation peer group on total direct compensation — within the policy's acceptable range. The pay mix is appropriately weighted toward variable pay, with roughly half of long-term equity in performance stock awards tied to Core Return on Tangible Common Equity and relative total shareholder return over a multi-year period, and the annual bonus funded by core net income and efficiency ratio results. CPF's 3-year stock return of +75.4% substantially outperforms the peer group median (+56.2pp) and the QABA community bank benchmark (+40.9pp), confirming that above-target incentive payouts are aligned with strong shareholder outcomes; prior-year Say on Pay support was approximately 98%, reflecting broad shareholder approval.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing context contains director compensation data rather than audit/non-audit fee figures, so the non-audit fee ratio trigger cannot be calculated; per policy, when tenure is not disclosed or cannot be determined the default is FOR. Crowe LLP is a large national firm (top-10 public company auditor) appropriate for CPF's market cap of approximately $827M, the audit committee is fully independent with three designated financial experts, and no material restatements are noted in the filing.
Actual Vote Results
Meeting held April 30, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jason R. Fujimoto | 89.4% | 20.3M | 2.4M | ✓ Elected |
| Diane S. L. Paloma | 89.3% | 20.3M | 2.4M | ✓ Elected |
| Jonathan B. Kindred | 89.1% | 20.2M | 2.5M | ✓ Elected |
| Robert K.W.H. Nobriga | 88.7% | 20.1M | 2.6M | ✓ Elected |
| Crystal K. Rose | 88.6% | 20.1M | 2.6M | ✓ Elected |
| Paul J. Kosasa | 88.5% | 20.1M | 2.6M | ✓ Elected |
| Christopher T. Lutes | 88.2% | 20.0M | 2.7M | ✓ Elected |
| Saedene K. Ota | 88.1% | 20.0M | 2.7M | ✓ Elected |
| Earl E. Fry | 87.9% | 20.0M | 2.7M | ✓ Elected |
| Arnold D. Martines | 87.7% | 19.9M | 2.8M | ✓ Elected |
Say on Pay
For 19.9M · Against 2.8M · Abstain 15,119
Auditor Ratification
For 24.0M · Against 82,192 · Abstain 6,514
Overall Assessment
The 2026 CPF annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR recommendations. CPF's exceptional 3-year stock performance (+75.4%, outpacing both the QABA community bank benchmark and the company's own peer group by wide margins) supports the director slate and validates the pay-for-performance alignment of the executive compensation program.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing