DEF 14A of Central Pacific Financial Corp, Mar 8, 2024

DEF 14A of Central Pacific Financial Corp

Filed Mar 8, 2024 · FY20230001140361-24-012292

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS We are pleased to propose 11 director nominees for election this year. We believe that our director nominees possess the requisite diversity, experience, qualifications, skills, and mix of institutional knowledge and fresh perspectives necessary to maintain an effective Board to serve the best interests of the Company and its shareholders. All nominees are incumbent directors and are deemed “independent” except for Arnold D. Martines, who is the current President and Chief Executive Officer of the Company, A. Catherine Ngo who is the former Executive Vice-Chair of the Company, and Paul K. Yonamine who is the former Chairman and Chief Executive Officer of the Company. Our Board, which currently has 12 members, recognizes the importance of Board refreshment and has added a new independent director in each of 2021 (Jonathan B. Kindred), 2023 (Jason R. Fujimoto), and 2024 (Robert K.W.H. Nobriga). In addition, Colbert M. Matsumoto, one of our longer serving directors reached mandatory retirement age in 2023 and was not nominated for reelection in 2023, after having served 19 years. Chistine H. H. Camp, another of our longer serving directors, resigned in 2024 for personal reasons. Duane K. Kurisu, another of our longer serving directors, was not nominated for re-election in 2024 having reached mandatory retirement age and will be retiring from our Board effective as the Meeting. Our Board has set the number of directors that will constitute our Board, effective as of the Meeting, at 11. Our Governance Committee and Board are committed to maintaining and enhancing our Board’s diversity of backgrounds, experience and skills in an effort to align our Board’s composition with the diverse clients and communities we serve, and our diverse workforce.

  2. OVERVIEW OF BOARD NOMINEES*

    OVERVIEW OF BOARD NOMINEES* * Current director Duane K. Kurisu will retire as of the Meeting and is not listed here, as he was not nominated for re-election. Mr. Kurisu serves on the Compensation Committee and Governance Committee.

  3. Board Nominee Highlights

    Board Nominee Highlights The below provides information regarding the nominees to our Board, including certain types of knowledge, experience or attributes we believe is possessed by one or more of our director nominees. * Our Board is committed to gender diversity. Since our 2016 annual meeting our Board has maintained at least 30% female members. Former Director Christine H. H. Camp’s decision to resign in March 2024 was unexpected and for personal reasons. Notwithstanding Ms. Camp’s departure from our Board, we are only slightly under 30% female Board representation which will be the first time this has occurred in the last eight years, and we still have three female members of 11 total Board members (27% female Board members). Our Board intends to get back to having female Board representation of at least 30% by our 2025 annual meeting. ** “Ethnic Diversity” reflects that a director nominee self-identifies as one or more of: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more races or ethnicities.

  4. Board Nominee Highlights

    | 10 | 2024 Proxy Statement |

  5. Board Nominee Highlights

    * No directors identify as LGBTQ+ or non-binary, and all directors disclosed demographic background and gender identity.

  6. Board Skills and Expertise

    Board Skills and Expertise The following table summarizes the specific skills and professional experience of each director nominee that led the Company’s Governance Committee and Board to determine that each such person should serve on the Board.

  7. Board Refreshment

    Board Refreshment

  8. Board Refreshment

    | 12 | 2024 Proxy Statement |

  9. DIRECTORS’ AND EXECUTIVE OFFICERS’ INFORMATION

    DIRECTORS’ AND EXECUTIVE OFFICERS’ INFORMATION The biographies below describe the business experience (including principal occupation for the past five years), directorships, and qualifications of each of our director nominees, our director who was not renominated since he reached our mandatory retirement age, and our executive officers. All directors and executive officers of the Company are also directors and executive officers of the Bank. In connection with each nominee’s re-election to the Board, the director nominees will also be re-elected to the board of the Bank.

  10. Director Nominees

    Director Nominees

  11. Director Nominees

    | DIRECTOR SINCE: 2005 AGE: 65 COMMITTEE(S): • Audit • Risk | Mr. Fry is a retired Executive Vice President and Chief Financial Officer of Informatica Corporation (a privately held company that was previously publicly traded on NASDAQ), a company which provides data integration software and services, and which has reported annual revenue in excess of $1 billion. During his tenure as Chief Financial Officer of Informatica Corporation, Mr. Fry effected, among other things, numerous major capital and financial transactions, to include credit lines, equity offerings, convertible rate issuances, stock/bond buyback plans, over 15 technology acquisitions, and he established development and support centers in Bangalore, India, Dublin, Ireland, and Tel Aviv, Israel, and he also established Informatica’s enterprise risk management program. Mr. Fry also previously managed the Global Customer Support and Consulting Services areas of Informatica Corporation representing over half of Informatica’s revenue. Prior to joining Informatica Corporation, Mr. Fry was Chief Financial Officer of Omnicell, Inc. (a publicly traded company listed on NASDAQ) for four years, Chief Financial Officer of C-ATS Software Inc. for two years, Chief Financial Officer of Weitek Corporation for three years, and he also served at other technology companies in various finance and other capacities. Mr. Fry began his professional career at Ernst & Whinney, CPAs (now known as Ernst & Young), where he held the position of Senior Auditor. Mr. Fry was voted Software Chief Financial Officer of the Year by Institutional Investor in 2010, 2011, 2012, 2013 and 2014. Mr. Fry brings extensive finance, public company, and auditing knowledge and experience to the Board and Company. BACKGROUND: • Director, Audit Committee Chair, and Executive Committee member, Hawaiian Holdings, Inc. (5/2016—present) (airline) • Director, Backblaze Inc. (8/2021—present) (technology) • Director, Xactly Corporation (9/2005—7/2017) (technology) • Interim Chief Financial Officer, Informatica Corporation (9/2015—1/2016) (technology) • Chief Customer Officer and Executive Vice President, Operations Strategy, Informatica Corporation (11/2014—8/2015) (technology) OTHER PUBLIC COMPANY BOARD SERVICE: • Director, Audit Committee Chair, and Executive Committee member, Hawaiian Holdings, Inc. (5/2016—present) (NASDAQ: HA) • Director and member of Compensation, Audit, and Nominating and Governance Committees, Backblaze Inc. (8/2021—present) (NASDAQ: BLZE) OTHER DIRECTORSHIPS AND POSITIONS: • Pacific Asian Center for Entrepreneurship and E-Business (PACE), Shidler College of Business, Director • Japanese Cultural Center of Kona, Board of Governors • Illuminate Ventures, Advisory Council member EDUCATION: • Bachelor of Business Administration, University of Hawaii at Manoa, Shidler College of Business • Master of Business Administration, Stanford Graduate School of Business SKILLS AND EXPERIENCE: • Banking • Business Transformation • Finance/Accounting • International Business • Public Company • Technology/Cybersecurity |

  12. Director Nominees

    | DIRECTOR SINCE: 2023 AGE: 43 COMMITTEE(S): • Audit • Compensation | Mr. Fujimoto is currently President and Chief Executive Officer of Hawaii Planing Mill, Ltd., doing business as HPM Building Supply (a building supply company headquartered on Hawaii Island with operations on all four major islands and in business for over 100 years), and has served in that capacity since January 2019. Mr. Fujimoto served as Chief Operating Officer of Hawaii Planing Mill, Ltd. from January 2013 to December 2018. Mr. Fujimoto served as Chief Financial Officer of Hawaii Planing Mill, Ltd. from January 2011 to December 2012. Mr. Fujimoto has served on the Board of Directors and Audit Committee of Hawaii Planing Mill, Ltd. since March 2009. Mr. Fujimoto resides on the Island of Hawaii and adds to the Company’s and Bank’s Boards of Directors audit and financial experience, as well as geographic diversity. BACKGROUND: • President and Chief Executive Officer, Hawaii Planing Mill, Ltd. (1/2019—present) (building supplies) • Chief Operating Officer, Hawaii Planing Mill, Ltd. (1/2013—12/2018) (building supplies) OTHER DIRECTORSHIPS AND POSITIONS: • Holomua Collective, Director • Kohala Institute dba ‘Iole Stewardship Center, former Chair • Hawaii Public Television Foundation dba PBS Hawaii, former Chair • Hawaii Executive Collaborative, Member • Hawaii Business Roundtable, Member • University of Hawaii at Hilo Chancellor’s Community Advisory Board, Member • U.S. Army Garrison Pohakuloa Training Area Commander’s Advisory Council, Member • Hardware Group Association, Member • DoItBest Eagles Conference, Member • BIG Group, Member EDUCATION: • Bachelor of Science, Economics, The Wharton School of the University of Pennsylvania, concentrating in Corporate Finance and Strategic Management and minor in Psychology from the University of Pennsylvania College of Arts and Sciences SKILLS AND EXPERIENCE: • CEO/Business Owner • Finance/Accounting • Hawaii Business |

  13. Director Nominees

    | 14 | 2024 Proxy Statement |

  14. JONATHAN B. KINDRED

    JONATHAN B. KINDRED

  15. JONATHAN B. KINDRED

    | DIRECTOR SINCE: 2021 AGE: 63 COMMITTEE(S): • Audit (Chair) | Mr. Kindred has over 35 years of global experience in the financial services industry. He currently serves as Managing Member of KR Consulting LLC, a professional services consulting firm as well as Managing Member of KR Farms LLC, both headquartered on Maui. From 1983 to 2019, Mr. Kindred was with Morgan Stanley in a career spanning multiple roles in New York, London, and Tokyo. From 2007 to 2019, he served as President and CEO of Morgan Stanley Japan Holdings Co., Ltd., and Morgan Stanley MUFG Securities Co., Ltd., and as a member of Morgan Stanley’s Management Committee. Mr. Kindred was the Chairman of the International Bankers Association of Japan from 2011 to 2017. He also previously served as a Director of the U.S.-Japan Business Council, a Director of the Japan Society of New York, and a member of the Tokyo Metropolitan Government’s Advisory Panel on Global Financial City Tokyo. We believe his decades of global experience in financial services in markets including Asia, Europe, the Continental United States and Hawaii are a valuable asset to the Company and the Bank. BACKGROUND: • Managing Member and Consultant, KR Consulting LLC (2/2019—present) (consulting) • Managing Member and Owner, KR Farms LLC (3/2021—present) (agriculture) • President and CEO, Morgan Stanley Japan Holdings Co., Ltd. (10/2007—5/2019) (financial services) • President and CEO, Morgan Stanley MUFG Securities Co., Ltd. (5/2010—5/2019) (financial services) OTHER DIRECTORSHIPS AND POSITIONS: • Hawaii Contemporary, Director and former Chair EDUCATION: • Bachelor of Science, Economics, The Wharton School of the University of Pennsylvania SKILLS AND EXPERIENCE: • Banking • CEO/Business Owner • Finance/Accounting • International Business • Regulatory/Legal |

  16. PAUL J. KOSASA

    PAUL J. KOSASA

  17. PAUL J. KOSASA

    | DIRECTOR SINCE: 2002 AGE: 66 COMMITTEE(S): • Governance (Chair) BANK COMMITTEE(S): • Trust | Mr. Kosasa has been President and Chief Executive Officer of MNS, Ltd., doing business as ABC Stores, for the past 25 years, and has been with ABC Stores for over 41 years. In this position he oversees a Hawaii-based retail convenience store operation with a major presence in Waikiki and other tourist locations throughout the Hawaiian Islands, as well as in other locations outside of Hawaii, such as Guam, Saipan, and Las Vegas, Nevada. As President and Chief Executive Officer of a sizable retail store chain which primarily serves the tourist industry, one of the largest industries in Hawaii, Mr. Kosasa provides the Board and Company with significant business and management knowledge and experience in all aspects of a business operation, which includes business strategy and planning, financial management and budgeting, employee compensation and benefits, labor, marketing, advertising, and real estate, among other business expertise. In addition, Mr. Kosasa provides a link and close connection to the Hawaii tourism industry, one of Hawaii’s most profitable economic engines, and provides a valuable source of banking business with respect to Hawaii businesses that support the Hawaii tourism industry, as well as retail customers from outside Hawaii who require or may desire Hawaii banking services. BACKGROUND: • President and Chief Executive Officer, MNS, Ltd., doing business as ABC Stores (1999—present) (retail) OTHER DIRECTORSHIPS AND POSITIONS: • Hawaii Food Industry Association, Advisor • Waikiki Business Improvement District Association, Chairman • Hawaii Symphony Orchestra, Chairman • Japanese American National Museum, Board of Trustees • Hawaii Community Foundation, Board of Governors • Kuakini Health System, Director EDUCATION: • Bachelor of Science and Engineering, Electrical Engineering, University of Michigan SKILLS AND EXPERIENCE: • CEO/Business Owner • Hawaii Business • Real Estate • Regulatory/Legal |

  18. PAUL J. KOSASA

    | 16 | 2024 Proxy Statement |

  19. CHRISTOPHER T. LUTES

    CHRISTOPHER T. LUTES

  20. CHRISTOPHER T. LUTES

    | DIRECTOR SINCE: 2018 AGE: 56 COMMITTEE(S): • Governance BANK COMMITTEE(S): • Trust (Chair) | Mr. Lutes has over 26 years of experience in the financial services industry in executive and chief financial officer capacities. Since August 2021, Mr. Lutes has served as the Chief Strategy Officer of Elevate Credit, Inc., which specializes in tech-enabled online credit solutions. He was previously the Chief Financial Officer of Elevate Credit, Inc. from 2015 to 2021, and Elevate Credit, Inc.’s predecessor company, Think Finance, Inc., from 2007 to 2014. Prior to joining Elevate Credit, Inc., Mr. Lutes was the Chief Financial Officer for Silicon Valley Bank from 1998 to 2001. Mr. Lutes began his career in public accounting with Coopers & Lybrand. Mr. Lutes brings significant knowledge and experience in the technology and financial services sector to the Board. BACKGROUND: • Chief Strategy Officer, Elevate Credit, Inc. (8/2021—present) (technology/risk management/marketing) • Chief Financial Officer, Elevate Credit, Inc. (1/2015—8/2021) (technology/risk management/marketing) EDUCATION: • Bachelor of Science, Accounting, Arizona State University SKILLS AND EXPERIENCE: • Banking • Finance/Accounting • International Business • Public Company |

  21. ARNOLD D. MARTINES

    ARNOLD D. MARTINES

  22. ARNOLD D. MARTINES

    | DIRECTOR SINCE: 2023 AGE: 59 COMMITTEE(S): • Risk BANK COMMITTEE(S): • Director’s Loan Committee | Mr. Martines was appointed President and Chief Executive Officer of the Company and the Bank, effective January 1, 2023. Mr. Martines has over 28 years of banking experience. Mr. Martines started his banking career in 1995 as an Assistant Branch Manager at Bank of Hawaii. He subsequently took on increasing responsibility in both line and credit management roles for small business, middle market and corporate lending before joining the Bank in February 2004 as Vice President and Portfolio Management Approval Manager where he oversaw commercial and industrial loan approvals for the Bank. Since joining the Bank, Mr. Martines has held various executive leadership positions at the Bank, including President and Chief Operating Officer and Chief Banking Officer. BACKGROUND: • President and Chief Executive Officer, the Company and the Bank (1/2023—present) • President and Chief Operating Officer, the Company and the Bank (1/2022—12/2022) • Executive Vice President and Chief Banking Officer, the Company and the Bank (6/2020—12/2021) • Group Executive Vice President, Revenue, the Company and the Bank (5/2019—5/2020) • Executive Vice President, Commercial Markets, the Company and the Bank (9/2016—4/2019) OTHER DIRECTORSHIPS AND POSITIONS: • Saint Louis School, Trustee • Child & Family Service, Director and former Chair • YMCA of Honolulu, Director EDUCATION: • University of Hawaii at Manoa • Pacific Coast Banking School at University of Washington SKILLS AND EXPERIENCE: • Banking • CEO/Business Owner • Hawaii Business • Real Estate |

  23. ARNOLD D. MARTINES

    | 18 | 2024 Proxy Statement |

  24. A. CATHERINE NGO

    A. CATHERINE NGO

  25. A. CATHERINE NGO

    | Board Chair DIRECTOR SINCE: 2015 AGE: 63 COMMITTEE(S): • Risk | Ms. Ngo was appointed Chair of the Company’s and Bank’s Board effective January 1, 2023. Ms. Ngo joined the Company and the Bank in 2010 and has held various executive roles, including President and Chief Executive Officer. Ms. Ngo is an experienced executive who has served in various capacities in the financial industry during the last 31 years. Prior to joining the Company and the Bank, Ms. Ngo was a founding general partner of Startup Capital Ventures, an early-stage venture capital firm established in 2005, with investments in Silicon Valley and Hawaii, as well as in China. Ngo’s focus as a venture capitalist was on software and services companies in China. Before that, she was Executive Vice President, General Counsel, and Corporate Secretary of Silicon Valley Bank (overseeing risk and operations divisions), and during her tenure there, also served as Chief Operating Officer of Alliant Partners, Silicon Valley Bank’s investment banking subsidiary. Prior to that, Ms. Ngo was in private law practice in Silicon Valley and Dallas. BACKGROUND: • Board Chair, the Company and the Bank (1/2023—present) • Executive Vice Chair, the Company and the Bank (1/2022—12/2022) • President, the Company, and President and Chief Executive Officer, the Bank (10/2018—12/2021) • President and Chief Executive Officer, the Company and the Bank (7/2015—9/18) • General Partner, Startup Capital Ventures, L.P. (2005—present) (investment) • Managing Member, SCV Management Co, LLC (2005—present) (investment) OTHER PUBLIC COMPANY BOARD SERVICE: • Maui Land & Pineapple Company, Inc. – Director (1/2024—present) (NYSE: MLP) OTHER DIRECTORSHIPS AND POSITIONS: • Federal Reserve Board of Governors Community Depository Institutions Advisory Council (12th District), Chair • The Queen’s Health System, Director, Finance Committee Chair, Board of Trustees • Hawaii Gas, Director • Hawaii Community Foundation, Board of Governors • Catholic Charities Hawaii, Board of Advisors • Trust for Public Land, Hawaii Advisory Board Member EDUCATION: • Bachelor of Arts, University of Virginia • J.D., University of Virginia School of Law SKILLS AND EXPERIENCE: • Banking • CEO/Business Owner • Public Company • Regulatory/Legal |

  26. ROBERT K.W.H. NOBRIGA

    ROBERT K.W.H. NOBRIGA

  27. ROBERT K.W.H. NOBRIGA

    | DIRECTOR SINCE: 2024 AGE: 50 BANK COMMITTEE(S): • Director’s Loan Committee | Mr. Nobriga has more than 30 years of experience in financial services in Hawaii. Mr. Nobriga is currently President and Chief Executive Officer of Tradewind Group, Inc., located in Honolulu, Hawaii, and whose business interests include investments in real estate and in companies across several industries, including insurance and technology. He has served in that capacity since 2018. Nobriga previously held executive leadership roles in both the healthcare and financial services sectors, including serving as Chief Financial Officer of American Savings Bank, a subsidiary of Hawaiian Electric Industries, Inc. (NYSE: HE), Chief Financial Officer of The Queen's Health Systems, Chief Financial Officer of Hawaii National Bank, and Chief Financial and Operations Officer of the University of Hawaii at Manoa John A. Burns School of Medicine. He started his career at Coopers & Lybrand (legacy firm of PricewaterhouseCoopers LLP) providing professional services for clients in Hawaii and California. Mr. Nobriga brings significant knowledge of financial services, insurance, healthcare and technology to the Board. BACKGROUND: • President and Chief Executive Officer, Tradewind Group, Inc. (2018—present) (insurance/investment) • Chairman, Atlas Insurance Agency, Inc. (2020—present) (insurance) • Chairman, Century Computers, Inc. (2018—present) (technology) • Chairman, Hoike Networks, Inc. (dba Pacxa) (2018—present) (technology/consulting) • Vice Chairman, Island Insurance Company, Limited (2019—present) (insurance) • Vice Chairman, NMF Insurance, Inc. (dba IC International) (2019—present) (insurance) • Chairman, Tradewind Capital, Inc. (2022—present) (investment/asset management) • Vice President and Director, Tradewind Insurance Company, Limited (2019—present) (insurance) OTHER DIRECTORSHIPS AND POSITIONS: • Kamehameha Schools Board of Trustees, Trustee (Kamehameha Schools has an estimated endowment of $14.6 billion in financial assets and real estate as of 6/2023) • Bishop Holdings Corporation, Director • Charles Reed Bishop Trust, Trustee • Haleakala Ranch Corp., Director, Audit Committee Chair, Investment Committee member EDUCATION: • Bachelor of Business Administration, Accounting, University of Notre Dame • Pacific Coast Banking School at University of Washington SKILLS AND EXPERIENCE: • Banking • Business Transformation • CEO/Business Owner Experience • Finance/Accounting • Hawaii Business • Public Company • Real Estate • Regulatory/Legal • Technology/Cybersecurity |

  28. ROBERT K.W.H. NOBRIGA

    | 20 | 2024 Proxy Statement |

  29. SAEDENE K. OTA

    SAEDENE K. OTA

  30. SAEDENE K. OTA

    | DIRECTOR SINCE: 2015 AGE: 55 COMMITTEE(S): • Compensation (Chair) | Ms. Ota is owner and creative director of Sae Design, Inc., a graphic design and visual marketing agency headquartered on the Island of Maui. In her over 28-year career, Ms. Ota has received numerous design, graphics and marketing rewards and recognition. Ms. Ota resides on the Island of Maui. The Bank has four branches on the Island of Maui and firmly believes it is important to have a director from the Island of Maui, who best understands and can help the Bank connect with residents and businesses on the Island of Maui, and to demonstrate the Bank’s commitment to serving all islands and communities comprising the State of Hawaii. The vast majority of businesses in Hawaii are small and each island has its own unique business markets, needs and communities, and thus having Ms. Ota who is a prominent businessperson and community leader on the Island of Maui, serve on our Company’s Board and Bank’s Board of Directors, provides great insight and perspective in how we can best serve small businesses throughout the State of Hawaii, but also within the Island of Maui. As a community bank serving all the people and islands of Hawaii, we believe it is vital that our Board have experienced and proven businesspeople who reflect and represent all of Hawaii and the diversity of Hawaii. We believe Ms. Ota’s lifetime of experiences and success as a small businessperson, and her substantial marketing knowledge and expertise, add significant value and perspective to our Board. BACKGROUND: • President, Sae Design, Inc. (dba Sae Design Group) (2007—present) (design and marketing) • President, Maui Thing LLC (2010—2019) (retail) OTHER DIRECTORSHIPS AND POSITIONS: • Maui Health Foundation, Executive Director • Maui Economic Development Board, Chairperson Emeritus EDUCATION: • Bachelor of Fine Arts, Graphic Design and Packaging, ArtCenter College of Design • Master of Business Administration, Design Strategy, California College of the Arts SKILLS AND EXPERIENCE: • Business Transformation • CEO/Business Owner • Hawaii Business |

  31. SAEDENE K. OTA

    CRYSTAL K. ROSE, J.D.

  32. SAEDENE K. OTA

    | Lead Independent Director DIRECTOR SINCE: 2005 AGE: 66 COMMITTEE(S): • Compensation • Governance | Ms. Rose is a name partner in the law firm of Lung Rose Voss & Wagnild and has been actively practicing law for 42 years, specializing in the areas of real estate, trust and commercial litigation, commercial real estate transactions, trusts and estates, and construction law. Ms. Rose has been a director of Hawaiian Holdings, Inc. (a publicly traded company listed on NASDAQ, and the parent company of Hawaiian Airlines, Inc.) since June 2006, and serves as Chair of the Compensation Committee, and is a member of the Governance and Nominating Committee of its Board of Directors. Ms. Rose also brings a wealth of legal and real estate knowledge and experience to the Company’s Board and Bank’s Board, and her professional, leadership, and business skills and expertise are well-suited to her serving since June 1, 2014, as the Company’s and the Bank’s Lead Independent Director, and before that, from April 20, 2011 through May 31, 2014, serving as the Company’s and Bank’s Board Chair, and in providing guidance with respect to the Company’s and the Bank’s strategic issues, overall business plans and legal matters. BACKGROUND: • Partner, Lung Rose Voss & Wagnild (1989—present) (law) • Lead Independent Director, the Company and the Bank (6/2014—present) • Member, Rose Consulting LLC (2021—present) (consulting) OTHER PUBLIC COMPANY BOARD SERVICE: • Director, Compensation Committee Chair, Governance and Nominating Committee member, Hawaiian Holdings, Inc. (6/2006—present) (NASDAQ: HA) OTHER DIRECTORSHIPS AND POSITIONS: • Kamehameha Schools Board of Trustees, Trustee (Kamehameha Schools has an estimated endowment of $14.6 billion in financial assets and real estate as of 6/2023) • Bishop Holdings Corporation, Director • Catholic Charities Hawaii, Board of Advisors • Charles Reed Bishop Trust, Trustee • The Nature Conservancy (Hawaii and Palmyra), Ihupani Advisory Council • Gentry Homes, Ltd, Director EDUCATION: • Bachelor of Science, Psychology and Sociology, Willamette University • J.D., University of California, Hastings College of Law SKILLS AND EXPERIENCE: • Hawaii Business • Public Company • Real Estate • Regulatory/Legal |

  33. SAEDENE K. OTA

    | 22 | 2024 Proxy Statement |

  34. PAUL K. YONAMINE

    PAUL K. YONAMINE

  35. PAUL K. YONAMINE

    | DIRECTOR SINCE: 2017 AGE: 66 BANK COMMITTEE(S): • Director’s Loan Committee (Chair) | Mr. Yonamine was appointed Chairman Emeritus of the Company and the Bank, effective January 1, 2023. Mr. Yonamine joined the Company and the Bank as Chairman and Chief Executive Officer, of the Company, and Executive Chairman of the Bank in 2018. Mr. Yonamine previously served as Non-executive Chairman of GCA Corporation, the largest independent M&A firm in Japan from October 1, 2018 through March 26, 2019, and served as the Executive Chairman of GCA Corporation from June 2017 to September 30, 2018. From January 2015 to March 2017, Mr. Yonamine served as the Country General Manager and President of IBM Japan, Ltd. Mr. Yonamine previously served as President and CEO of Hitachi Consulting Co., Ltd., where he founded the first consulting and solutions business for Hitachi Ltd. He was a senior advisor to the Mayor of the City & County of Honolulu from 2004 to 2006. Mr. Yonamine’s prior experience includes serving as Executive Vice President and Chairman of Asia Pacific, BearingPoint, President of KPMG Consulting in Japan, and Managing Partner of KPMG, LLC – Hawaii Operations. He played a significant role in facilitating the strategic relationships the Bank has established with mid-sized regional banks in Japan. Mr. Yonamine has close ties to Hawaii, as well as an impressive resume in Japan, devoting much of his career to promoting the introduction and globalization of information technologies to Japan corporations. Mr. Yonamine’s experience in both business and accounting in Japan and Hawaii brings a global perspective to the Company. BACKGROUND: • Chairman Emeritus, the Company and the Bank (1/2023—present) • Chairman and Chief Executive Officer, the Company, and Executive Chairman, the Bank (10/2018—12/2022) • Non-executive Chairman, GCA Corporation (10/2018—3/2019) (investment banking) • Executive Chairman, GCA Corporation (6/2017—9/2018) (investment banking) • Executive Advisor and Director, IBM Japan, Ltd. (4/2017—6/2017) (technology) OTHER PUBLIC COMPANY BOARD SERVICE: • Seven & i Holdings Co., Ltd., Japan, Director (12/2020—present) (Tokyo Stock Exchange: 3382.T) • Circlace Inc., Japan, Director (12/2020—6/2023) (Tokyo Stock Exchange: 5029.T) OTHER DIRECTORSHIPS AND POSITIONS: • Sumitomo Mitsui Banking Corporation, Director • PayPay Corporation, Director, Audit and Supervisory Committee member • U.S.-Japan Council, Board of Councilors Member • Pacific International Center for High Technology Research, Director EDUCATION: • Bachelor of Science, Accounting, University of San Francisco SKILLS AND EXPERIENCE: • Banking • Business Transformation • CEO/Business Owner • Finance/Accounting • International Business • Public Company • Technology/Cybersecurity |

  36. Director Not Standing for Re-election

    Director Not Standing for Re-election

  37. DUANE K. KURISU

    DUANE K. KURISU

  38. DUANE K. KURISU

    | DIRECTOR SINCE: 2004* AGE: 70 COMMITTEE(S): • Compensation • Governance BANK COMMITTEE(S): • Director’s Loan Committee * Mr. Kurisu served as a director of the Company from September 2004 to May 2008. On January 25, 2012, Mr. Kurisu was reappointed to the Board. | Mr. Kurisu owns, manages and/or is involved in numerous and varied businesses and industries in Hawaii including, among others: (i) real estate—investment, ownership and management of office buildings, shopping centers and industrial parks in Hawaii; (ii) media—owner and publisher of a number of Hawaii magazines, newspapers and publications, and radio; (iii) sports—professional baseball; and (iv) food—bakery, restaurants, nutraceuticals. Mr. Kurisu is the Chairman of the Board, Chief Executive Officer and owner of aio, LLC, doing business as aio Group, a holding company for brands focused on Hawaii and the Pacific in the areas of media, sports and food. Mr. Kurisu has brought to the Board business acumen, judgment, background and experience, and his knowledge of the Hawaii market and his relationships and connections within the Hawaii market. BACKGROUND: • Chairman of the Board and Chief Executive Officer, aio, LLC, doing business as aio Group (2002—present) (media/sports/food/real estate/investment) OTHER DIRECTORSHIPS AND POSITIONS: • Hawaii Asia Pacific Association, Director • Claremont McKenna College, Board of Trustees • Punahou School, Board of Trustees • Hawaii Executive Collaborative, President, Secretary EDUCATION: • Bachelor of Business Administration and Master of Business Administration, University of Hawaii at Manoa SKILLS AND EXPERIENCE: • Business Transformation • CEO/Business Owner • Finance/Accounting • Hawaii Business • Real Estate • Regulatory/Legal |

  39. DUANE K. KURISU

    | 24 | 2024 Proxy Statement |

  40. DUANE K. KURISU

    | EXECUTIVE OFFICER BACKGROUND AND EXPERIENCE |

  41. DUANE K. KURISU

    Set forth below is information concerning the current executive officers of the Company who are not also directors of the Company:

  42. ESG Disclosures

    | COMPENSATION OF DIRECTORS |

  43. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In October 2022, the Compensation Committee engaged Pay Governance to conduct an annual review of Board compensation. Our Board pay competitiveness was assessed relative to two peer groups. One peer group included peers used for executive compensation benchmarking and the other peer group reflected companies in the local Hawaii market. Based on the study results the Board’s compensation structure and Committee Chair retainers were determined to be aligned with peers and did not require adjustments. Details on what each Director received in fees for 2023 are outlined below in the “Annual Retainer” section.

  44. Director Compensation

    Director Compensation The following table shows for the year ended December 31, 2023, information on compensation paid to our directors who served on the Board during 2023. Non-employee directors are typically paid in May for their service on the Board through the next annual shareholders meeting.

  45. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | | Christine H. H. Camp(3) | $71,250 | $71,250 | | $142,500 | | Earl E. Fry | $75,000 | $75,000 | | $150,000 | | Jason R. Fujimoto | $62,502 | $62,498 | | $125,000 | | Jonathan B. Kindred | $62,502 | $62,498 | | $125,000 | | Paul J. Kosasa | $70,014 | $69,986 | | $140,000 | | Duane K. Kurisu | $62,502 | $62,498 | | $125,000 | | Christopher T. Lutes | $70,014 | $69,986 | | $140,000 | | Colbert M. Matsumoto(2) | | | | | | A. Catherine Ngo | | | $286,603 | $286,603 | | Saedene K. Ota | $71,250 | $71,250 | | $142,500 | | Crystal K. Rose | $77,500 | $77,500 | | $155,000 | | Paul K. Yonamine | | | $498,665 | $498,665 |

  46. Director Compensation

    | (1) Board Member Arnold D. Martines is omitted from this table because as an employee, Mr. Martines’ does not receive Annual Retainers or other compensation for his Board service. All compensation received by Mr. Martines is disclosed in the Summary Compensation Table. |

  47. Director Compensation

    | (2) Colbert M. Matsumoto retired from the Company and Bank Board of Directors in April 2023, so he was not paid fees for the May 2023 to April 2024 pay cycle. |

  48. Director Compensation

    | (3) Christine H. H. Camp resigned from the Company and the Bank Board of Directors on March 4, 2024. |

  49. Director Compensation

    | 42 | 2024 Proxy Statement |

  50. Director Compensation

    | (b) Included in this column are fees payable in cash, but which the directors were permitted to elect to receive in the form of equity. Only Christine H. H. Camp elected to receive more than the required 50% of fees in equity. |

  51. Director Compensation

    | (c) In June 2016, the Board of Directors approved a revision to the Directors’ fee schedule, which required Directors to receive 50% of total fees in the form of equity. Included in this column are fees required to be received in the form of equity, which are paid in shares of Company Common Stock issued from the 2023 Stock Compensation Plan or fees invested in the Company through the Directors Deferred Compensation (DDC) Plan. For Directors who elected equity through the DDC Plan, the values reported in the table represent a hypothetical investment in shares of the Company’s Common Stock. The fees required to be received in equity and paid in equity or hypothetically invested in shares of the Company’s Common Stock were as follows: |

  52. Director Compensation

    | • | Christine H. H. Camp received credit to her Company share account under the DDC Plan with respect to 4,833.79 shares having a fair market value of $14.74 per share and 4,833 shares having a fair market value of $14.74 per share, for a total of $142,488. Remaining fees of $12 were paid in cash. |

  53. Director Compensation

    | • | Earl E. Fry received credit to his Company share account under the DDC Plan with respect to 5,088.20 shares having a fair market value of $14.74 per share for a total value of $75,000. Remaining fees of $75,000 were paid in cash. |

  54. Director Compensation

    | • | Jason R. Fujimoto received 4,240 shares having a fair market value of $14.74 per share for a total value of $62,498. Remaining fees of $62,502 were paid in cash. |

  55. Director Compensation

    | • | Jonathan B. Kindred received 4,240 shares having a fair market value of $14.74 per share for a total value of $62,498. Remaining fees of $62,502 were paid in cash. |

  56. Director Compensation

    | • | Paul J. Kosasa received 4,748 shares having a fair market value of $14.74 per share, a total value of $69,986. Remaining fees of $70,014 were paid in cash. |

  57. Director Compensation

    | • | Duane K. Kurisu received 4,240 shares having a fair market value of $14.74 per share for a total value of $62,498. Remaining fees of $62,502 were paid in cash. |

  58. Director Compensation

    | • | Christopher T. Lutes received 4,748 shares having a fair market value of $14.74 per share, a total value of $69,986. Remaining fees of $70,014 were paid in cash. |

  59. Director Compensation

    | • | Saedene K. Ota received credit to her Company share account under the DDC Plan with respect to 4,833.79 shares having a fair market value of $14.74 per share for a total of $71,250. Remaining fees of $71,250 were paid in cash. |

  60. Director Compensation

    | • | Crystal K. Rose received credit to her Company share account under the DDC Plan with respect 5,257.80 shares having a fair market value of $14.74 per share for a total of $77,500. Remaining fees of $77,500 were paid in cash. |

  61. Director Compensation

    | (d) This column represents the compensation A. Catherine Ngo and Paul K. Yonamine earned for services as employees of the Company. Ms. Ngo earned a base salary of $250,000 and $36,603 in other compensation, including $1,073 in parking benefits, $3,724 in group life fringe benefits, $13,200 in 401(k) Company contributions, $17,195 in club dues, $1,319 in transportation services, and $92 in spouse travel. Mr. Yonamine earned a base salary of $450,000 and $48,665 in other compensation, including $1,073 in parking benefits, $13,027 in group life fringe benefits, $13,200 in 401(k) Company contributions, $19,830 in club dues, and $1,535 in transportation services. Ms. Ngo and Mr. Yonamine served as Chair of the Board and Chairman Emeritus, respectively, but did not receive Annual Retainers or other compensation for Board service, and Mr. Yonamine received no additional compensation for serving as Chair of the Directors Loan Committee. |

  62. Director Compensation

    | (e) Included in total fees are fees paid to Directors who served as Chairs on Company and Bank committees as follows: Christine H. H. Camp received $17,500 in fees as Chair of the Risk Committee, Saedene K. Ota received $17,500 in fees as Chair of the Compensation Committee, Paul J. Kosasa received $15,000 in fees as Chair of the Governance Committee, Earl E. Fry received $25,000 in fees as Chair of the Audit Committee, and Christopher T. Lutes received $15,000 in fees as Chair of the Bank Board Trust Committee. Total fees paid to Crystal K. Rose included $30,000 for serving as Lead Independent Director. |

  63. Director Compensation

    The table below sets forth the Board positions held by Directors and the composition of the Audit, Compensation, Governance and Risk Committees of the Central Pacific Financial Corp. and Central Pacific Bank Board for 2023 as well as the Directors Loan and Trust Committees of the Central Pacific Bank Board for 2023.

  64. Director Compensation

    | | = Member | | | = Chair |

  65. Director Compensation

    | (1) Christine H. H. Camp was appointed Chair of the Risk Committee in January 2023. She resigned from the Company and Bank Board of Directors on March 4, 2024. |

  66. Director Compensation

    | (2) Jason R. Fujimoto joined the Company and Bank Board of Directors in January 2023. |

  67. Director Compensation

    | (3) Colbert M. Matsumoto retired from the Company and Bank Board of Directors in April 2023. |

  68. Director Compensation

    | (4) A. Catherine Ngo was appointed Chair of the Company and Bank Board in January 2023. |

  69. Director Compensation

    | (5) Paul K. Yonamine was appointed Chairman Emeritus in January 2023. |

  70. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights We believe our Executive Compensation program aligns with our Performance. Our annual and long-term compensation programs are intended to recognize bank-wide performance and strong individual contributions and performance for 2023, and over the longer-term. Decisions were carefully considered by the Committee to allow us to remain competitive and continue to be able to attract, retain and motivate highly qualified and specialized talent to execute our go-forward strategy. Hawaii’s high cost of living/housing, competition for talent, and the need for competitive pay relative to local competition continue to be critical factors in our executive compensation decisions, and our compensation decisions for all Company employees. Total compensation for our executive team historically has been well below that of local Hawaii banks, presenting a risk to our business. We took steps to address this starting in 2021, and we believe we have significantly strengthened our position going into 2024. Below is a summary of the key components of our NEOs’ compensation. Base Salary. In 2023, base salary increases for our NEOs ranged from 5.00% to 33.68% based on market benchmarking (including relative to pay for our local Hawaii competition). See section below headed “Executive Compensation - Local Labor Market Considerations in Hawaii”, for details on local competitive benchmarking. Mr. Martines’ salary adjustment reflected his appointment to President & Chief Executive Officer, Mr. Morimoto’s salary adjustment reflected an increase in responsibilities to oversee the Operations Division, and Mr. Jo and Mses. Hu and Murakami’s salary adjustments reflected their appointments to Executive Vice President and Officer positions of the Company and Bank. Annual Incentive Plan (“AIP”). Funding of our 2023 AIP is based on Net Income, Efficiency Ratio and Business Plan/NEO Personal Goals performance and is designed to motivate and reward achievement of company performance, including both strategic and operational objectives. At overall threshold performance, AIP payout is 50% and at maximum performance, payout is 200%. Based on our 2023 performance, the 2023 AIP resulted in below-target payouts at 70% of target. Long-Term Equity Incentives. Our annual 2023 equity grants were made pursuant to our 2013 Stock Compensation Plan, with grant values tied to respective percentages of base salary. The long-term equity awards granted to our NEOs in 2023 provide for one-half of the awards to be performance-based stock units (PSUs) and one-half to be time-based restricted stock units (RSUs). The PSUs are based on two performance metrics balanced between one-half of the PSUs to be earned based on Return on Equity (ROE), and the other one-half on relative Total Shareholder Return (rTSR) compared to a group of industry peers. Based on our performance over the recently-completed performance cycle, the 2021-2023 PSUs paid out at 93.74% of target. 2023 Target Pay Mix. The charts below for Arnold D. Martines and our other NEOs illustrate the target compensation established for 2023, consisting of base salary, target annual incentive awards and target 2023 long-term equity awards (consisting of performance stock unit and restricted stock unit awards). For 2023, our compensation targets and pay mix were as follows:

  71. Executive Compensation Philosophy and Objectives

    | • | Maintain a balance between short-term operational objectives with the need to build long-term sustainable shareholder value. |

  72. Executive Compensation Philosophy and Objectives

    | • | Align executives’ long-term interests with those of shareholders by placing a material portion of total compensation at risk, contingent on the Company’s performance. |

  73. Executive Compensation – Local Labor Market Considerations in Hawaii

    | | Company CEO Percentile Rank | | | | | Salary | Target Total Cash | Target Total Direct Compensation | | Company Peer Group | 22% | 41% | 40% | | Local Publicly Traded Companies | 14% | 13% | 7% | | Local Publicly Traded Banks | Lowest | Lowest | Lowest |

  74. Compensation Governance Practices

    | What We Do | What We Don’t Do | | • Align executive pay and performance • Cap annual incentive payments • Provide equity compensation based on pre-set, objective performance goals • Subject our NEOs and Board members to robust stock ownership guidelines • NYSE compliant clawback policy and clawback provisions in our incentive compensation programs • Conduct an annual say-on-pay vote • Use independent advisors to support the Compensation Committee | • Provide any Section 280G excise tax gross-up payments • Provide retirement benefits to executives that are materially different from those available to all employees • Provide guaranteed bonuses to our NEOs • Provide employment agreements to our NEOs • Permit short selling or trading in put options or call options or other hedging instruments |

  75. Compensation Peer Group

    Compensation Peer Group Each year, with assistance from the executive compensation consultant, the Committee reviews the compensation practices of our peers to assess the competitiveness of the compensation program for our NEOs. Although benchmarking is used to compare compensation structures and levels to our peers, it is only one of the tools used by the Committee to determine total compensation. Benchmarking is used by the Committee primarily to ascertain competitive total compensation levels (including base salary, annual cash incentives, equity awards, and employee benefits) with comparable institutions. Peer performance, market factors, the Bank’s performance and individual performance are all factors that the Committee considers when establishing total compensation, including incentives. In addition to the peer group used below, the Committee also looks at compensation using a separate group of local Hawaii public companies as a supplemental frame of reference. This is done to fully consider our employment circumstances, including hiring challenges and retention risk, as a bank in a small, local and hyper-competitive market for qualified talent. Our leadership team is small and our NEOs are among the recruiting pool for local competitors. Executive turnover would not only be disruptive for our Company, especially given our strategic initiatives, but turnover also creates operational risk and increased opportunity cost and replacement cost from a timing, compensation, resource and business perspective. For additional information, refer to above “Executive Compensation – Local Labor Market Considerations in Hawaii”. The Committee reviews the composition of the Compensation Peer Group on an annual basis and modifies the group as necessary as a result of mergers, changes to banks within the group, or changes within the Company. The 2023 Compensation Peer Group was selected based primarily on certain current market criteria, including the following:

  76. Compensation Peer Group

    | • | U.S. headquartered regional banks traded on a major U.S. stock exchange |

  77. Compensation Peer Group

    | • | Total assets ranging from $2.95 billion to $18.5 billion |

  78. Compensation Peer Group

    | • | Similar business model characteristics |

  79. Compensation Peer Group

    | • | Banks in “high price” metro markets |

  80. Compensation Peer Group

    | • | Preference for banks in Hawaii and with West Coast headquarters |

  81. Compensation Peer Group

    The 2023 Compensation Peer Group consisted of 16 peers. The Company was positioned at the 35th percentile in terms of asset size at year-end 2023.

  82. Compensation Peer Group

    | Company | Ticker | Total Assets ($ in millions) | | Amalgamated Financial Corp. | AMAL | $7,972 | | Banc of California, Inc.(1) | BANC | $38,534 | | Bank of Hawaii Corporation | BOH | $23,733 | | Brookline Bancorp, Inc. | BRKL | $11,382 | | First Foundation Inc. | FFWM | $13,327 | | First Hawaiian, Inc. | FHB | $24,926 | | Hanmi Financial Corporation | HAFC | $7,570 | | Heritage Financial Corporation | HFWA | $7,175 | | HomeStreet, Inc. | HMST | $9,385 | | HomeTrust Bancshares, Inc. | HTBI | $4,673 | | OceanFirst Financial Corp. | OCFC | $13,538 | | Sandy Spring Bancorp, Inc. | SASR | $14,028 | | Territorial Bancorp Inc. | TBNK | $2,237 | | The First of Long Island Corporation | FLIC | $4,236 | | TriCo Bancshares | TCBK | $9,910 | | Westamerica Bancorporation | WABC | $6,365 | | | 75th Percentile | $13,661 | | | Median | $9,647 | | | 25th Percentile | $6,972 | | Central Pacific Financial Corp. | CPF | $7,643 | | | PERCENTILE RANK | 35% |

  83. Compensation Peer Group

    | (1) Banc of California merged with PacWest Bancorp on November 30, 2023. |

  84. Executive Compensation Framework

    | | Compensation Element / Purpose | Fixed or At Risk | Annual or Long-Term | Cash or Equity | | Annual Cash Compensation | Base Salary Reflects each executive’s position, individual performance, experience, and expertise. In general, our compensation structure sets base salary at approximately the 50th percentile relative to the Compensation Peer Group members | Fixed | Annual | Cash | | | Annual Incentives Provides variable compensation based on achievement of Company, Business Plan and Personal objectives | At Risk | Annual | Cash | | Long-Term Equity Incentive Compensation | Performance Stock Units (PSUs) Provides incentives to motivate and retain executives and to reward for long-term Return on Equity (ROE) performance against target, and Total Shareholder Return (TSR) relative to the component companies of the Standard and Poor’s (“S&P”) SmallCap 600 Commercial Bank Index | At Risk | Long-Term | Equity | | | Restricted Stock Units (RSUs) Provides incentives for retention and long-term creation of shareholder value over the vesting period | At Risk | Long-Term | Equity |

  85. Annual Incentive Compensation

    Annual Incentive Compensation We use our AIP to provide variable compensation based on achievement of Company, Business Plan and Personal objectives. As with other key elements of our executive compensation program, the Committee annually reviews the design, performance metrics and target opportunities for our NEOs. Each year the Committee, in consultation with the compensation consultant, reviews the compensation practices of the Company’s peers to assess and select robust annual Company goals that will strengthen the Bank and be in the best interests of the Company and its shareholders. Peer practices, market factors, and the Bank’s short-term and long-term objectives are all considered during the annual goal-setting process. For the 2023 AIP, the Committee used a balanced scorecard approach to goal setting that included both quantitative and qualitative factors. Net Income and Efficiency Ratio comprise the plan’s quantitative factors and represent 80% of the target opportunity. Goals for these factors were set based on the Bank’s budget for 2023, which considered forecast economic conditions in Hawaii, historical performance of other (high-performing) peer companies, and our strategic plan and operating objectives for the year. Business Plan/Personal goals are more qualitative in nature and were determined based on a combination of support and front-line strategic initiatives that help us achieve our financial targets. The AIP components for 2023 included:

  86. Annual Incentive Compensation

    | AIP Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Net Income | 60% | $56,432,800 | $70,541,000 | $86,649,200 | | Efficiency Ratio | 20% | 65.21% | 62.70% | 60.19% | | Business Plan/Personal Goals | 20% | Assessed by the Compensation Committee | | |

  87. Annual Incentive Compensation

    In addition to the three AIP metrics shown above, in 2023 the Committee adopted a plan governor such that in the event the ratio of non-performing assets (NPAs) to total tangible assets exceeds 0.35% (represents the 75th percentile of historical industry norms), AIP payout will be reduced by 25%. NEOs’ target opportunities for 2023 are shown below.

  88. Annual Incentive Compensation

    | | 2023 AIP Target (% of Base Salary) | | Arnold D. Martines | 100% | | David S. Morimoto | 75% | | Kisan Jo | 50% | | Anna M. Hu | 50% | | Diane W. Murakami | 50% |

  89. Annual Incentive Compensation

    | 56 | 2024 Proxy Statement |

  90. 2023 AIP Results

    2023 AIP Results Incentive payout is based on the level of Net Income, Efficiency Ratio and Business Plan/Personal Goals results, capped at 200% of target amounts overall. 2023 targets and actual results are reflected below. Net Income performance was 83% of target, which resulted in 58% of AIP payout for the Net Income portion. Efficiency Ratio was 2.00% above (lower than) target, which resulted in 75% of AIP payout for the Efficiency Ratio portion. For Business Plan/Personal Goals, despite the rapid monetary policy tightening, U.S. banking crisis, Maui wildfires and downturn in valuation of bank stocks, the NEOs executed well, as demonstrated by successful management of the Bank’s financial goals and interest rate risk which drove solid financial performance, advancements in real estate optimization and cost-savings initiatives, progress on leadership succession and development, and noteworthy local and national recognition. The tables below highlight notable Business Plan and Personal Goals achievements by the NEOs.

  91. AIP Payouts

    AIP Payouts As used in determining individual awards for 2023, the two Corporate Goals of Net Income and Efficiency Ratio, applied to all NEOs and are weighted 60% Net Income and 20% Efficiency Ratio for a total Corporate Goals weighting of 80%. Based on the Company’s actual performance relative to Net Income and Efficiency Ratio goals, the Committee’s assessment of Business Plan and NEO Personal Goals achievements, and NPAs/total tangible assets performance relative to the metric, it was determined that such achievements merited an overall payout of 70% of target.

  92. AIP Payouts

    | AIP Metric | Weighting | Target | Actual | Result | Payout % | Weighted % | | Net Income | 60% | $70,541,000 | $58,670,000 | 83% | 58% | 35% | | Efficiency Ratio | 20% | 62.70% | 63.95% | +2.00% | 75% | 15% | | Business Plan/Personal Goals | 20% | Meets Expectations | Meets Expectations | | 100% | 20% | | | | | | Final Incentive Pool Payout(1): | | 70% |

  93. AIP Payouts

    | (1) Based on the ratio of NPAs to total tangible assets performance of 0.09% (lower than limit of 0.35%), the Committee determined a reduction to the final AIP payout was not triggered by the plan governor. |

  94. AIP Payouts

    In January 2024, the Committee approved the payment of cash incentives to NEOs. The incentive amounts were determined considering each NEO’s target opportunity as well as their contribution to our solid performance in 2023. Based on the NEOs’ performance ratings, the table below summarizes the Committee approved annual incentive payment to our NEO’s based on 2023 performance.

  95. AIP Payouts

    | | Base Salary | Target ICP % | Target ICP $ | Final Award | Award as % of Target | | Arnold D. Martines | $635,000 | 100% | $635,000 | $444,500 | 70% | | David S. Morimoto | $490,000 | 75% | $367,500 | $257,250 | 70% | | Kisan Jo | $315,000 | 50% | $157,500 | $110,250 | 70% | | Anna M. Hu | $300,000 | 50% | $150,000 | $105,000 | 70% | | Diane W. Murakami | $300,000 | 50% | $150,000 | $105,000 | 70% |

  96. Long-Term Incentives

    Long-Term Incentives We use annual grants of long-term equity incentives (“LTIs”) to encourage ownership, foster retention, and align executives’ interests with the long-term interests of shareholders. As with our AIP, the Committee annually reviews the design, performance metrics and target opportunities for our NEOs. For 2023 LTI grants, components of performance metrics, performance targets and payouts opportunities were established in line with market practice including the designs and practices of companies in our Compensation Peer Group and of local Hawaii companies with whom we compete for talent. For 2023, the Committee approved LTI awards based on an equal balance between time-based RSUs subject to annual vesting over three years, and performance-based PSUs subject to three-year cliff vesting. The number of shares earned under the PSUs is based 50% on a ROE metric and 50% on a rTSR metric. The Committee believed that an equal split of time-based and performance-based awards continued to be appropriate in the current strategic and competitive environment, our ongoing leadership transition, and ongoing challenges associated with the hyper-competitive Hawaii labor market. The following describes the PSU portion of the LTI award:

  97. Long-Term Incentives

    | • | Below threshold, LTI payout is 0% for each of the ROE and rTSR metrics. The ROE threshold is 80% of the target average ROE during a three-year performance period and the rTSR threshold is the 25th percentile of the S&P SmallCap 600 Commercial Bank Index. |

  98. Long-Term Incentives

    | • | At threshold, LTI payout for each of the ROE and rTSR metrics is 50% of target payout. |

  99. Long-Term Incentives

    | • | At maximum, LTI payout is 200% for each of the ROE and rTSR metrics. The ROE maximum is 120% or higher of the target average ROE during a three-year performance period, and the rTSR maximum is the 75th percentile or higher of the S&P SmallCap 600 Commercial Bank Index. |

  100. Long-Term Incentives

    | • | The rTSR component has a TSR governor such that if the Bank’s rTSR performance exceeds target, but the TSR is negative, the award is capped at 100%. Applies to the full PSU award, both ROE and rTSR components. |

  101. Long-Term Incentives

    The actual number of shares earned will be based on the following grids, with straight-line interpolation between achievement levels:

  102. Long-Term Incentives

    | Average ROE | Earned Percentage | | Below 80% | 0% | | 80% | 50% | | 100% | 100% | | 120% and above | 200% |

  103. Long-Term Incentives

    | Company TSR Relative to the S&P SmallCap 600 Commercial Bank Index | Earned Percentage | | Below 25th Percentile | 0% | | 25th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile and above | 200% |

  104. Long-Term Incentives

    In 2023, the Committee recommended to the Board, and the Board approved, annual long-term equity grants (made in February 2023) with the performance and time features described above. The incentive opportunity for each NEO as well as the plan design was developed in consultation with our compensation consultant. The Committee reviewed the equity opportunities to align with our pay-for-performance philosophy and to provide competitive incentive opportunities for our NEOs. The annual long-term equity opportunity received by each NEO was determined as a percentage of base salary as follows:

  105. Long-Term Incentives

    | Name | 2023 Target Equity Opportunity as % of Base Salary | RSU Portion | PSU Portion | | Arnold D. Martines | 100% | 50% | 50% | | David S. Morimoto | 75% | 50% | 50% | | Kisan Jo | 50% | 50% | 50% | | Anna M. Hu | 50% | 50% | 50% | | Diane W. Murakami | 50% | 50% | 50% |

  106. Long-Term Incentives

    In February 2023, the NEOs received annual long-term equity grants of PSUs and RSUs under the 2013 Stock Compensation Plan. The grants were divided equally between performance-based PSUs and time-based awards RSUs such that the number of RSUs and the target number of PSUs each represents 50% of the equity mix for each NEO. In addition, the PSUs are equally split with half of the PSUs earned based on average Return on Equity (ROE) and the other half earned based on relative Total Shareholder Return (rTSR) to companies in the S&P SmallCap 600 Commercial Bank Index. For all NEOs the PSUs use a three-year average (2023, 2024 and 2025) for measuring ROE performance and a three-year period from February 15, 2023 through February 15, 2026 for measuring rTSR performance. The PSUs that are earned cliff-vest on February 15, 2026. The number of shares earned is based upon the level of attainment of the ROE and rTSR performance metrics. The ROE targets were based on a three-year financial forecast that was utilized by Management and the Board in their strategic planning and capital planning process using reasonable assumptions of the economy and market interest rates that were largely aligned with market consensus estimates at the time. The selection of the S&P SmallCap 600 Commercial Bank Index for the rTSR metric was based on its broad use as a benchmark for performance within the industry. If a given threshold is not achieved, no shares are earned or issued. The stretch opportunity is capped at 200% of target for both the ROE and rTSR metrics. With respect to the grant of RSUs, vesting is time-based, whereby the grant vests in equal annual installments over a three-year period. The number of annual RSUs and PSUs (at target) granted in February 2023 to NEOs is provided in the table below.

  107. Long-Term Incentives

    | Name | PSUs (ROE) # | PSUs (rTSR) # | RSUs # | Award Value $ | | Arnold D. Martines | 6,693 | 6,692 | 13,385 | $634,984 | | David S. Morimoto | 3,873 | 3,873 | 7,747 | $367,494 | | Kisan Jo | 1,660 | 1,659 | 3,320 | $157,477 | | Anna M. Hu | 1,581 | 1,580 | 3,162 | $149,982 | | Diane W. Murakami | 1,581 | 1,580 | 3,162 | $149,982 |

  108. Long-Term Incentives

    | 60 | 2024 Proxy Statement |

  109. Long-Term Incentives

    To allow shareholders to assess the link between corporate performance and compensation, the Committee is committed to disclosing in this Compensation Discussion and Analysis the achievements for our performance share units at the end of each performance period. The Committee believes, however, that disclosing our long-term targets for ROE prospectively would give substantial insight into the Company’s confidential, forward-looking strategies, and could therefore place the Company and our shareholders at a competitive disadvantage.

  110. Results of 2021-2023 PSU Performance Cycle

    Results of 2021-2023 PSU Performance Cycle In 2021, the PSUs granted to the NEOs were based on 50% three-year average ROA and 50% rTSR (with a three-year performance period), the achievement of which resulted in a total payout of 93.74% of target shares awarded. The payout factors for the respective grants were determined based on the following outcomes from the individual performance metrics as summarized below:

  111. Results of 2021-2023 PSU Performance Cycle

    | | Grant Details | | | | Performance Achieved | | | | | Performance Weight | Threshold Performance | Target Performance | Maximum Performance | Actual Achieved | Payout Factor Achieved | Payout (Weight x Percentage Achieved) | | ROA - 3 Year | 50% | 0.784% | 0.98% | 1.176% | 0.97% | 98.30% | 49.15% | | TSR - 3 Year(1) | 50% | P25 | P50 | P75 | P45 | 89.18% | 44.59% | | Payout Factor | | 50% | 100% | 200% | | Total Payout Factor | 93.74% |

  112. Results of 2021-2023 PSU Performance Cycle

    | 1. | TSR performance was measured relative to the KBW Regional Bank Index |

  113. Timing of Equity Grants

    Timing of Equity Grants On October 25, 2006, the Company adopted guidelines regarding the equity grant process and related controls. The guidelines, which were reviewed and readopted (with minor changes) on April 25, 2023, are to help ensure that all equity grants are reported and disclosed correctly and accurately, are properly accounted for, and receive proper tax treatment. The grant guidelines are designed to avoid making regular grants during a regularly scheduled Company blackout period, to avoid having the timing of grant dates be affected by material nonpublic information, and to confirm the use of no less than the closing price of our stock on the grant date in valuing the grants as a percentage of an executive’s base salary. Grants take place on the 15th day of February, May, August and November or the next available trading day if the 15th falls on a holiday or weekend.

  114. Employment Agreements

    Employment Agreements None of the current NEOs has an employment agreement with the Company and each is employed on an “at will” basis.

  115. Change-In-Control Agreements

    Change-In-Control Agreements None of our NEOs has a change in control agreement. All NEOs hold unvested restricted stock units (RSUs and PSUs) granted under the Company’s 2013 Stock Compensation Plan. Recent awards under this plan provide for accelerated vesting upon a change-in-control only if employment also terminates in connection with the change-in-control. See the “Potential Payments Upon Change-in-Control” section later in this document.

  116. Change-In-Control Agreements

    | 62 | 2024 Proxy Statement |

  117. Summary Compensation Table

    Summary Compensation Table

  118. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value & Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Arnold D. Martines | 2023 | $628,846 | | $623,140 | | $444,500 | | $40,825 | $1,737,311 | | President, Chief | 2022 | $471,731 | | $350,943 | | $555,750 | | $59,901 | $1,438,325 | | Executive Officer | 2021 | $367,538 | | $393,005 | | $390,000 | | $66,101 | $1,216,644 | | David S. Morimoto | 2023 | $488,462 | | $360,639 | | $257,250 | | $40,454 | $1,146,805 | | Sr. Executive Vice President, | 2022 | $448,077 | | $310,298 | | $445,500 | $0 | $33,454 | $1,237,329 | | Chief Financial Officer | 2021 | $385,962 | | $398,465 | | $400,000 | $0 | $65,540 | $1,249,967 | | Kisan Jo | 2023 | $314,423 | | $154,541 | | $110,250 | | $19,648 | $598,862 | | Executive Vice President, | | | | | | | | | | | Retail and Wealth Markets | | | | | | | | | | | Anna M. Hu | 2023 | $299,039 | | $147,185 | | $105,000 | | $20,053 | $571,277 | | Executive Vice President, | | | | | | | | | | | Chief Credit Officer | | | | | | | | | | | Diane W.B Murakami | 2023 | $299,039 | | $147,185 | | $105,000 | | $16,515 | $567,739 | | Executive Vice President, | | | | | | | | | | | Commercial Banking | | | | | | | | | |

  119. Summary Compensation Table

    | (c) For year 2023, this column represents actual salary earned at year-end 2023. |

  120. Summary Compensation Table

    | (e) For year 2023, this column represents the value of PSUs and RSUs granted on February 15, 2023, under the Annual Long-Term Incentive (LTI) plan, based upon the applicable value of the number of shares subject to RSUs and the target number of shares subject to PSUs, which is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. With respect to PSUs, which comprise one-half (50%) of the grant, one-half (25% of the grant) vesting is subject to attainment of a threshold of 80% Board approved three-year average (2023, 2024, 2025) target Return on Equity (ROE), the other one-half (25% of the grant) is subject to Total Shareholder Return (TSR) relative to an industry peer group over a three-year period. If threshold is not achieved, all PSUs will be forfeited. If threshold is achieved, PSUs will cliff vest on February 15, 2026. For the 2023 RSUs and PSUs based on ROE, the amount reported is the number of shares or target number of shares multiplied by the closing share price for our common stock of $23.72 on February 15, 2023. For the 2023 PSUs based on TSR, the amount reported is the target number of shares multiplied by the per share value of $21.95 determined for our financial reporting in accordance with FASB ASC Topic 718. Based on the stock closing price of $23.72 for the ROE PSUs at the time of grant and the per share value of $21.95 for the TSR PSUs, the value of the PSUs that the NEOs are eligible to receive at the maximum performance level is as follows: Arnold D. Martines - $611,295, David S. Morimoto – $353,760, Kisan Jo - $151,581, Anna M. Hu - $144,365, and Diane W. Murakami - $144,365. The remaining one-half (50%) portion of the grant is RSUs that time vest in equal annual installments over 3 years. |

  121. Summary Compensation Table

    | (g) For year 2023, this column represents a Board-approved award under the Annual Incentive Compensation Plan for the NEOs. |

  122. Summary Compensation Table

    | (h) Entering 2022, David S. Morimoto had an accrued benefit under the Central Pacific Financial Corp. Defined Benefit Retirement Plan, which was earned before the plan was frozen on December 31, 2002. In May 2021, the pension plan was terminated, and Mr. Morimoto’s accrued benefit was paid to him in a lump sum in May 2022. Between December 31, 2020 and December 31,2021, there was a decrease in the present value of Mr. Morimoto’s accrued benefit of $23,285, and, therefore, the amount reported for 2021 is $0.00. Between December 31, 2021 and May 1, 2022, there was a decrease in the present value of Mr. Morimoto’s accrued benefit of $6,876, and, therefore, the amount reported for 2022 is $0.00. |

  123. Summary Compensation Table

    | 64 | 2024 Proxy Statement |

  124. Summary Compensation Table

    | (i) This column represents other compensation earned by the NEOs, including, but not limited to, 401(k) Company contributions, transportation services and travel, as detailed below, for each NEO during 2023. The table below further details “All Other Compensation” reported in the Summary Compensation Table. |

  125. Summary Compensation Table

    | Name | 401(k) Retirement Savings Plan | Other Compensation | Total All Other Compensation | | Arnold D. Martines | $13,200 | $27,625 | $40,825 | | David S. Morimoto | $13,200 | $27,254 | $40,454 | | Kisan Jo | $10,840 | $8,808 | $19,648 | | Anna M. Hu | $9,273 | $10,779 | $20,053 | | Diane W. Murakami | $7,177 | $9,338 | $16,515 |

  126. Summary Compensation Table

    | 1. | Other Compensation for Arnold D. Martines includes $1,073 in parking fringe benefit, $4,892 in group life insurance fringe benefit, $14,333 in club dues, $2,132 in spouse travel, $1,250 in transportation services, and $3,945 in security services. |

  127. Summary Compensation Table

    | 2. | Other Compensation David S. Morimoto includes $1,073 in parking fringe benefit, $4,710 in group life insurance fringe benefit, $12,930 in club dues, $553 in spouse travel, and $7,989 in transportation services. |

  128. Summary Compensation Table

    | 3. | Other Compensation for Kisan Jo includes $1,073 in parking fringe benefit, $540 in group life insurance fringe benefit, and $7,195 in club dues. |

  129. Summary Compensation Table

    | 4. | Other Compensation for Anna M. Hu includes $1,073 in parking fringe benefit, $1,225 in group life insurance fringe benefit, $8,262 in club dues, and $219 in spouse travel. |

  130. Summary Compensation Table

    | 5. | Other Compensation for Diane W. Murakami includes $1,073 in parking fringe benefit, $2,281 in group life insurance fringe benefit, $5,877 in club dues, and $107 in spouse travel. |

  131. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  132. Grants of Plan-Based Awards Table

    | GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Type | Grant Date | Threshold | Target | Max | Threshold | Target | Max | | | | | | | | | | | | # | # | # | # | # | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Arnold D. Martines | Cash Incentive(1) | | $317,500 | $635,000 | $1,270,000 | | | | | | | | | | RSU(2) | 2/15/2023 | | | | | | | 13,385 | | | $317,492 | | | PSU(2) | 2/15/2023 | | | | 6,692 | 13,385 | 26,770 | | | | $305,647 | | David S. Morimoto | Cash Incentive(1) | | $183,750 | $367,500 | $735,000 | | | | | | | | | | RSU(2) | 2/15/2023 | | | | | | | 7,747 | | | $183,759 | | | PSU(2) | 2/15/2023 | | | | 3,873 | 7,746 | 15,492 | | | | $176,880 | | Kisan Jo | Cash Incentive(1) | | $78,750 | $157,500 | $315,000 | | | | | | | | | | RSU(2) | 2/15/2023 | | | | | | | 3,320 | | | $78,750 | | | PSU(2) | 2/15/2023 | | | | 1,659 | 3,319 | 6,638 | | | | $75,790 | | Anna M. Hu | Cash Incentive(1) | | $75,000 | $150,000 | $300,000 | | | | | | | | | | RSU(2) | 2/15/2023 | | | | | | | 3,162 | | | $75,003 | | | PSU(2) | 2/15/2023 | | | | 1,580 | 3,161 | 6,322 | | | | $72,182 | | Diane W. Murakami | Cash Incentive(1) | | $75,000 | $150,000 | $300,000 | | | | | | | | | | RSU(2) | 2/15/2023 | | | | | | | 3,162 | | | $75,003 | | | PSU(2) | 2/15/2023 | | | | 1,580 | 3,161 | 6,322 | | | | $72,182 |

  133. Grants of Plan-Based Awards Table

    | (1) The funding of the Annual Incentive Compensation Plan is driven by three performance factors: 1.) Net Income 2.) Efficiency Ratio and 3.) Business Plan/Personal Goals. |

  134. Grants of Plan-Based Awards Table

    | • | Net Income comprises sixty percent (60%) of overall AIP payout. A minimum of eighty percent (80%) of budgeted Net Income must be achieved for AIP payout based on this performance measurement. At threshold, this portion of AIP payout is fifty percent (50%); thereafter, payout increases based on the level of Net Income achievement and capped at two hundred percent (200%). |

  135. Grants of Plan-Based Awards Table

    | • | Efficiency Ratio comprises twenty percent (20%) of overall AIP payout. A minimum of +4.00% of target Efficiency Ratio must be achieved for AIP payout based on this performance measurement. At threshold, this portion of AIP payout is fifty percent (50%); thereafter, payout increases based on the level of Efficiency Ratio achievement and capped at two hundred percent (200%). |

  136. Grants of Plan-Based Awards Table

    | • | Business Plan/Personal Goals comprise twenty percent (20%) of overall AIP payout. Minimum performance must be achieved for AIP payout based on this performance measurement. At threshold, this portion of AIP payout is fifty percent (50%); thereafter, payout increases based on the level of Business Plan/Personal Goals achievement and capped at two hundred percent (200%). |

  137. Grants of Plan-Based Awards Table

    | (e) Reflects the overall target annual cash incentive amounts. Individual target incentives were based on a percentage of salary. Based on 2023 Net Income, Efficiency Ratio and Business Plan/Personal Goals results (described in “Annual Incentive Compensation” above), the 2023 AIP payout was 70% of target. As such, the NEOs, were paid at the 70% award level. Threshold (column (d)) and maximum (column (f)) amounts shown in the table are based on the overall threshold and maximum AIP payouts. |

  138. Grants of Plan-Based Awards Table

    | (2) On February 15, 2023, the NEOs received a Board approved annual grant, with the following features: |

  139. Grants of Plan-Based Awards Table

    | • | One-half (50%) of the grant (column (j)) - RSUs time-vest evenly over three years. |

  140. Grants of Plan-Based Awards Table

    | • | One-half (50%) of the grant - PSUs vest based on level of performance (columns (g), (h), (i)). 50% of the PSUs (based on target numbers of shares) vests on attainment of Board approved three-year average (2023, 2024 and 2025) ROE. Threshold performance is at 80% of target, at which 50% of target shares is earned and stretch opportunity at 120% of target, at which a maximum 200% of target shares is earned. The other 50% of the PSUs vest based on TSR relative to peers for the performance period February 15, 2023 to February 15, 2026. Threshold performance is at the 25th percentile of peers, at which 50% of shares is earned and stretch opportunity at the 75th percentile of peers, at which a maximum 200% of target shares is earned. |

  141. Grants of Plan-Based Awards Table

    | (m) This column represents the value of the ROE PSUs (at target performance) and the RSUs at the closing share price of $23.72 on the grant date of February 15, 2023; and the rTSR PSUs (at target performance) at a per share value of $21.95 determined as of February 15, 2023 for our financial reporting in accordance with FASB ASC Topic 718. |

  142. Grants of Plan-Based Awards Table

    | 66 | 2024 Proxy Statement |

  143. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  144. Outstanding Equity Awards at Fiscal Year-End

    | | | # of Shares/ Units of Stock Not Vested | Market Value of Shares/ Units Not Vested($) | Equity IP: # of Unearned Shares, Units, or Other Rights Not Vested | Equity IP: Market or Payout Value of Unearned Shares, etc. Not Vested ($) | | (a) | | (g) | (h) | (i) | (j) | | Arnold D. Martines | 1 | 1,645 | $32,374 | | | | | 2 | | | 2,468 | $48,570 | | | 3 | | | 2,467 | $48,551 | | | 4 | 2,761 | $54,336 | | | | | 5 | 872 | $17,161 | | | | | 6 | 3,983 | $78,385 | | | | | 7 | | | 2,988 | 58,804 | | | 8 | | | 1,494 | 29,402 | | | 11 | 13,385 | $263,417 | | | | | 12 | | | 6,693 | 131,718 | | | 13 | | | 6,692 | 131,699 | | David S. Morimoto | 1 | 1,687 | $33,200 | | | | | 2 | | | 2,531 | $49,810 | | | 3 | | | 2,531 | $49,810 | | | 4 | 2,761 | $54,336 | | | | | 6 | 3,522 | $69,313 | | | | | 7 | | | 2,642 | $51,995 | | | 8 | | | 1,321 | $25,997 | | | 11 | 7,747 | $152,461 | | | | | 12 | | | 3,873 | $76,221 | | | 13 | | | 3,873 | $76,221 | | Kisan Jo | 6 | 1,341 | $26,391 | | | | | 7 | | | 1,007 | $19,818 | | | 8 | | | 503 | $9,899 | | | 10 | 2,236 | $44,004 | | | | | 11 | 3,320 | $65,338 | | | | | 12 | | | 1,660 | $32,669 | | | 13 | | | 1,659 | $32,649 | | Anna M. Hu | 1 | 798 | $15,705 | | | | | 2 | | | 1,197 | $23,557 | | | 3 | | | 1,196 | $23,537 | | | 4 | 975 | $19,188 | | | | | 6 | 1,076 | $21,176 | | | | | 7 | | | 807 | $15,882 | | | 8 | | | 404 | $7,951 | | | 11 | 3,162 | $62,228 | | | | | 12 | | | 1,581 | $31,114 | | | 13 | | | 1,580 | $31,094 | | Diane W. Murakami | 6 | 1,017 | $20,015 | | | | | 7 | | | 763 | $15,016 | | | 8 | | | 382 | $7,518 | | | 9 | 3,196 | $62,897 | | | | | 11 | 3,162 | $62,228 | | | | | 12 | | | 1,581 | $31,114 | | | 13 | | | 1,580 | $31,094 |

  145. Outstanding Equity Awards at Fiscal Year-End

    | 1. | On February 16, 2021, the Board approved a stock-based grant to Messrs. Martines and Morimoto, and Ms. Hu of which 50% of the grant (RSUs) vests evenly over a three-year period on February 15 of each year. The number of shares indicated time vest in one remaining installment on February 15, 2024. |

  146. Outstanding Equity Awards at Fiscal Year-End

    | 2. | Per “1” above, 50% of the remaining one-half (25%) of the grant (PSUs) will cliff vest on February 15, 2024, subject to attainment of 80% (threshold) of Board approved 3-year (2021, 2022, 2023) average Return on Assets (ROA) target at which 50% of target shares is earned and a maximum opportunity at 120% of target attainment, at which 200% of target shares are earned. The number indicated represents shares at target due to the performance metric trending between threshold and target. |

  147. Outstanding Equity Awards at Fiscal Year-End

    | 3. | Per “1” above, 50% of the remaining one-half (25%) of the grant (PSUs) vests based on Total Shareholder Return (TSR) relative to peers for the performance measurement period of February 15, 2021 to February 15, 2024. TSR threshold is at the 25th percentile of peers, at which 50% of target shares is earned and maximum at the 75th percentile of peers at which the maximum 200% of target shares is earned. The number indicated represents shares at target due to the performance metric trending between threshold and target. |

  148. Outstanding Equity Awards at Fiscal Year-End

    | 4. | On February 16, 2021, the Board approved a grant of RSUs to Messrs. Martines and Morimoto, and Ms. Hu. The award vests evenly over a three-year period on February 15 of each year. The number of shares indicated time vests in one remaining installment on February 15, 2024. |

  149. Outstanding Equity Awards at Fiscal Year-End

    | 5. | On May 15, 2019, the Board approved a grant of RSUs to Mr. Martines for his promotion to Group EVP, Revenue. The award vests evenly over a five-year period on May 15 of each year. The number of shares indicated time vests in one remaining installment on May 15, 2024. |

  150. Outstanding Equity Awards at Fiscal Year-End

    | 6. | On February 15, 2022, the Board approved a stock-based grant to the NEOs, of which 50% of the grant (RSUs) vests evenly over a three-year period on February 15 of each year. The number of shares indicated time vests in two remaining equal installments on February 15 of 2024 and 2025. |

  151. Outstanding Equity Awards at Fiscal Year-End

    | 7. | Per “6” above, 50% of the remaining one-half (25%) of the grant (PSUs) will cliff vest on February 15, 2025, subject to attainment of 80% (threshold) of Board approved 3-year (2022, 2023, 2024) average Return on Assets (ROA) target at which 50% of target shares is earned and a maximum opportunity at 120% of target attainment, at which 200% of target shares are earned. The number indicated represents shares at target due to the performance metric trending between threshold and target. |

  152. Outstanding Equity Awards at Fiscal Year-End

    | 8. | Per “6” above, 50% of the remaining one-half (25%) of the grant (PSUs) vests based on Total Shareholder Return (TSR) relative to peers for the performance measurement period of February 15, 2022 to February 15, 2025. TSR threshold is at the 25th percentile of peers, at which 50% of target shares is earned and maximum at the 75th percentile of peers at which the maximum 200% of target shares is earned. The number indicated represents shares at threshold due to the performance metric trending at or below threshold. |

  153. Outstanding Equity Awards at Fiscal Year-End

    | 9. | On May 15, 2020, the Board approved a new hire grant of RSUs to Diane W. Murakami. The award vests over a five-year period on May 15 of each year. The number of shares indicated time vests in two remaining installments with 1,065 shares vesting on May 15, 2024 and 2,131 shares vesting on May 15, 2025. |

  154. Outstanding Equity Awards at Fiscal Year-End

    | 10. | On February 15, 2022, the Board approved a new hire grant of RSUs to Kisan Jo. The award vests evenly over a three-year period on February 15 of each year. The number of shares indicated time vests in two remaining equal installments on February 15, 2024 and February 15, 2025. |

  155. Outstanding Equity Awards at Fiscal Year-End

    | 11. | On February 15, 2023, the Board approved a stock-based grant to the NEOs, of which 50% of the grant (RSUs) vests evenly over a three-year period on February 15 of each year. The number of shares indicated time vests in three equal installments on February 15, 2024, 2025, and 2026. |

  156. Outstanding Equity Awards at Fiscal Year-End

    | 12. | Per “11” above, 50% of the remaining one-half (25%) of the grant (PSUs) will cliff vest on February 15, 2026, subject to attainment of 80% (threshold) of Board approved 3-year (2023, 2024, 2025) average Return on Equity (ROE) target at which 50% of target shares is earned and a maximum opportunity at 120% of target attainment, at which 200% of target shares are earned. The number indicated represents shares at target due to the performance metric trending between threshold and target. |

  157. Outstanding Equity Awards at Fiscal Year-End

    | 13. | Per “11” above, 50% of the remaining one-half (25%) of the grant (PSUs) vests based on Total Shareholder Return (TSR) relative to peers for the performance measurement period of February 15, 2023 to February 15, 2026. TSR threshold is at the 25th percentile of peers, at which 50% of target shares is earned and maximum at the 75th percentile of peers at which the maximum 200% of target shares is earned. The number indicated represents shares at target due to the performance metric trending between threshold and target. |

  158. Options Exercised and Stock Vested

    Options Exercised and Stock Vested None of the NEOs held or exercised options in 2023. Noted below are the aggregate number of shares of Company Common Stock received pursuant to RSUs and PSUs that vested for the NEOs in 2023 and the value of such shares on the respective vesting dates.

  159. Options Exercised and Stock Vested

    | | Stock Awards | | | | # of Shares Acquired on Vesting | Value Realized on Vesting | | Executive Name | | | | Arnold D. Martines | 9,129 | $196,679 | | David S. Morimoto | 7,681 | $175,335 | | Kisan Jo | 1,789 | $42,435 | | Anna M. Hu | 3,826 | $79,315 | | Diane W. Murakami | 1,782 | $30,157 |

  160. Options Exercised and Stock Vested

    | 68 | 2024 Proxy Statement |

  161. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Central Pacific Bank maintains a non-qualified deferred compensation plan that allows employees (including the NEOs) with an annual base salary of $135,000 or greater to defer up to 80% of base salary and/or 100% of annual bonuses and commissions earned for a specified year on a pre-tax basis. The plan does not feature any matching or other contributions from the Company. A participant is always 100% vested in his or her deferred amounts. Deferred amounts under the Central Pacific Bank Deferred Compensation Plan are subject to adjustment for increase or decrease in value based on hypothetical investment in one or more of the available investment measurement funds chosen by the participant. The participant’s deferred amounts are generally payable beginning on the earliest to occur of (a) a specified time chosen by the participant, (b) the participant’s death, (c) the participant’s disability, (d) a separation from service (either at the time of separation or six months after the separation in the case of a key employee), or (e) an “unforeseeable emergency.” For distributions due to a disability or upon a separation from service due to retirement, the participant may choose to receive deferred amounts as a lump-sum payment or in annual installments over a period not to exceed 15 years. Distributions for all other events are made in the form of a lump sum. The Bank’s obligations with respect to the deferred amounts under the Central Pacific Bank Deferred Compensation Plan are payable from its general assets. The assets are at all times subject to the claims of the Company’s general creditors. Set forth below is information regarding the amounts deferred by or for the benefit of David S. Morimoto and Diane W. Murakami in 2023. The remaining NEOs have not elected to participate in the Deferred Compensation Plan.

  162. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | (a) | (b) | (c) | (d) | (e) | (f) | | David S. Morimoto | $97,692 | $0 | $53,769 | $0 | $372,157 | | Diane W. Murakami | $119,616 | $0 | $163,299 | $0 | $725,843 |

  163. Non-Qualified Deferred Compensation

    | (b) The amounts reported in this column were reported as compensation in the last completed fiscal year (2023) in the registrant’s Summary Compensation Table. |

  164. Non-Qualified Deferred Compensation

    | (d) The amounts reported in this column did not include any above-market or preferential earnings and were not reported as compensation in the Summary Compensation Table above. |

  165. Non-Qualified Deferred Compensation

    | (f) Of the amounts reported in this column, $249,452 for Mr. Morimoto previously was reported as compensation in the Summary Compensation Table for previous years. No amount in this column for Ms. Murakami was reported as compensation in the Summary Compensation Table for previous years, because she was not a NEO prior to 2023. |

  166. Non-Qualified Deferred Compensation

    The table below shows the funds available under the Central Pacific Bank Deferred Compensation Plan and their annual rate of return for the calendar year ended December 31, 2023, as reported by the administrator of the Plan.

  167. Non-Qualified Deferred Compensation

    | Fund Name | 2023 Rate of Return | | Delaware Ivy High Income - Class II | 11.95% | | Fidelity VIP Government Money Market Portfolio: Initial Class | 4.61% | | Vanguard Variable Insurance Funds - Real Estate Index Portfolio | 4.20% | | Vanguard VIF Balanced Portfolio | 14.33% | | Vanguard VIF Capital Growth Port | 27.98% | | Vanguard VIF Diversified Value Portfolio | 20.13% | | Vanguard VIF Equity Income Portfolio | 8.10% | | Vanguard VIF Equity Index Portfolio | 26.11% | | Vanguard VIF Growth Portfolio | 40.13% | | Vanguard VIF International Portfolio | 14.65% | | Vanguard VIF Mid Cap Index Portfolio | 15.83% | | Vanguard VIF Short Term Investment-Grade Portfolio | 4.61% | | Vanguard VIF Small Company Growth Portfolio | 19.65% | | Vanguard VIF Total Bond Market Index Portfolio | 5.72% | | Vanguard VIF Total Stock Market Index Portfolio | 26.02% |

  168. Non-Qualified Deferred Compensation

    | 70 | 2024 Proxy Statement |

  169. Non-Qualified Deferred Compensation

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  170. Non-Qualified Deferred Compensation

    The narrative and tables below summarize the estimated amounts payable to each NEO under various scenarios, assuming the events had occurred on December 31, 2023. The Company does not currently maintain employment agreements with any of the NEOs that provide for termination-related compensation. In addition, none of the NEOs were eligible to receive any payments at, following, or in connection with any termination or change-in-control of the Company beyond those available generally to all salaried employees.

  171. Payments Upon Termination

    Payments Upon Termination None of the NEOs are covered under employment agreements or any other agreements that provide for any additional payments or benefits beyond those generally available to other employees if their employment is terminated by the Company or they terminate their employment for any reason, assuming a change-in-control has not occurred.

  172. Potential Payments Upon a Change-in-Control

    Potential Payments Upon a Change-in-Control As of December 31, 2023, each of the NEOs held unvested RSUs and PSUs, granted under the Company’s 2013 Stock Compensation Plan. Under this plan, if a change-in-control occurs, the vesting on all outstanding equity awards will only accelerate for a NEO whose employment also terminates in connection with the change-in-control. The table below shows the amounts that each NEO would be entitled to receive upon a change-in-control occurring as of December 31, 2023, assuming: 1) a change-in-control occurs without an associated termination of employment and 2) employment terminates in connection with a change-in-control. These values represent amounts beyond what each NEO would receive upon voluntary termination as of December 31, 2023.

  173. Potential Payments Upon a Change-in-Control

    | | Accelerated Vesting of Equity Awards(1) | | | | Change-in-Control | Change-in-Control with Associated Termination | | Arnold D. Martines | — | $923,799 | | David S. Morimoto | — | $665,341 | | Kisan Jo | — | $240,667 | | Anna M. Hu | — | $259,363 | | Diane W. Murakami | — | $237,380 |

  174. Potential Payments Upon a Change-in-Control

    | (1) Each of the NEOs, shown here held unvested equity awards as of December 31, 2023. The values shown reflect the intrinsic value of accelerated vesting of unvested RSUs and unvested PSUs (at target), based on the Company’s closing stock price on December 29, 2023 of $19.68 per share (the last trading day of 2023). |

  175. Payments Upon Death or Disability

    | CEO PAY RATIO DISCLOSURE |

  176. Payments Upon Death or Disability

    | PAY VERSUS PERFORMANCE (PVP) |

  177. Payments Upon Death or Disability

    | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: | | | Company Selected Measure | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($ in millions) | Return on Equity | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $1,737,311 | $1,585,929 | $721,171 | $671,461 | $80.37 | $108.10 | $58.7 | 12.4% | | 2022 | $2,777,600 | $1,397,507 | $1,443,519 | $1,007,177 | $78.12 | $109.98 | $73.9 | 15.5% | | 2021 | $3,488,108 | $4,857,872 | $1,441,406 | $1,660,091 | $103.81 | $119.38 | $79.9 | 14.4% | | 2020 | $1,434,001 | $368,190 | $944,698 | $586,033 | $67.51 | $87.95 | $37.3 | 6.9% |

  178. PAY VERSUS PERFORMANCE (PVP)

    PAY VERSUS PERFORMANCE (PVP)

  179. PAY VERSUS PERFORMANCE (PVP)

    | 2. | The PEO reflected in columns (b) and (c) are the following individuals: Paul K. Yonamine (2020-2022) and Arnold D. Martines (2023). |

  180. PAY VERSUS PERFORMANCE (PVP)

    | 3. | The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: A. Catherine Ngo (2020-2022), Arnold D. Martines (2020-2022), Kevin Dahlstrom (2020-2021), David S. Morimoto (2020-2023), Diane W. Murakami (2023), Kisan Jo (2023), and Anna M. Hu (2023). |

  181. PAY VERSUS PERFORMANCE (PVP)

    | 4. | The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P Small Cap 600 Commercial Bank Index. |

  182. PAY VERSUS PERFORMANCE (PVP)

    The chart below illustrates the relationship between the PEO and other NEOs’ SCT Total Compensation, total shareholder return, and CAP amounts during the period 2020-2023. This relationship reflects the impact of changes in the Company’s stock price on the amount of Compensation Actually Paid in each year in relation to the amount reported in the Summary Compensation Table and demonstrates the impact of stock price performance on compensation of the PEO and other NEOs. Note: the 2020 and 2021 TSR percentage change figures presented in the above charts were incorrectly stated in last year’s disclosures; corrected figures are presented above.

  183. PAY VERSUS PERFORMANCE (PVP)

    PAY VERSUS PERFORMANCE (PVP) The charts below illustrate the relationship between the PEO and other NEOs’ CAP amounts and the Company’s Net Income and Return on Equity during the period 2020-2023. This relationship reflects the Company’s use of short- and long-term incentive plan measures which reflect the financial performance of the Company, as well as the impact of financial performance on the value of stock-based compensation awarded to the PEO and other NEOs.

  184. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board recommends the election of the 11 nominees listed below as directors, to serve a one-year term expiring at the 2025 Annual Meeting of Shareholders and until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification, or removal from office. Earl E. Fry Jason R. Fujimoto Jonathan B. Kindred Paul J. Kosasa Christopher T. Lutes Arnold D. Martines A. Catherine Ngo Robert K.W.H. Nobriga Saedene K. Ota Crystal K. Rose Paul K. Yonamine For more information regarding the background of each of the nominees for director, see the sections titled “ELECTION OF DIRECTORS” and “DIRECTORS’ AND EXECUTIVE OFFICERS’ INFORMATION.” The persons named as “proxy” in the voting instructions or form of proxy provided with these materials will vote the shares represented by all validly returned proxies in accordance with the specifications of the shareholders returning such proxies. If at the time of the Meeting any of the nominees named above should be unable to serve, the discretionary authority provided in the proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board. The election of directors requires a plurality of the votes cast “FOR” the election of the directors by the shares entitled to vote in the election at a meeting at which a quorum is present. Accordingly, the 11 directorships to be filled at the meeting will be filled by the 11 nominees receiving the highest number of “FOR” votes.

  185. ELECTION OF DIRECTORS

    | Proposal 1. ELECTION OF DIRECTORS | | Board Recommendation | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL 11 NOMINEES. |

  186. ELECTION OF DIRECTORS

    | 76 | 2024 Proxy Statement |