DEF 14A of Central Pacific Financial Corp, Mar 6, 2026

DEF 14A of Central Pacific Financial Corp

Filed Mar 6, 2026 · FY20250001140361-26-008251

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board has presently set the number of directors that will constitute our Board and to be effective as of the Meeting, at 10 and we are thus pleased to propose 10 director nominees for election this year. We believe that our director nominees, individually and collectively as a group, possess the requisite experience, qualifications, skills, and mix of institutional knowledge and fresh perspectives necessary to maintain an effective Board to serve the best interests of our Company and our shareholders. All nominees are incumbent directors and are deemed “independent” except for Arnold D. Martines, who is the current Chairman, President and CEO of the Company. Our incumbent directors who are our nominees for election this year are Earl E. Fry, Jason R. Fujimoto, Jonathan B. Kindred, Paul J. Kosasa, Christopher T. Lutes, Arnold D. Martines, Robert K.W.H. Nobriga, Saedene K. Ota, Diane S.L. Paloma, and Crystal K. Rose. All of our directors serve one-year terms and until their respective successors are elected, subject to the earlier of their death, resignation, retirement, disqualification or removal from office. All of our directors’ current terms expire at the Meeting. All nominees have indicated their willingness to serve and unless otherwise instructed, proxies will be voted for all of the nominees. However, in the event that any of them should be unable to serve, the proxy holders named on the proxy cards will vote in their discretion for such persons as the Board may recommend. 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 10 directorships to be filled at the Meeting will be filled by the 10 nominees receiving the highest number of “FOR” votes. There is no cumulative voting in the election of directors.

  2. ELECTION OF DIRECTORS

    | Proposal 1. ELECTION OF DIRECTORS | | Board Recommendation | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL 10 NOMINEES. |

  3. ELECTION OF DIRECTORS

    | 8 | 2026 Proxy Statement |

  4. BOARD NOMINEES OVERVIEW

    BOARD NOMINEES OVERVIEW

  5. Board Nominees Highlights

    Board Nominees Highlights Director Independence. Of the 10 currently serving directors and director nominees of the Company, nine (90%) are “independent” pursuant to NYSE director independence requirements and our Company’s Standards Regarding Director Independence, with the only director who is not independent being our Company’s CEO. There are no family relationships among directors or executive officers of the Company. Since our CEO serves as our Board Chair, our Board has a Lead Independent Director to ensure independent Board leadership. In addition, all Chairs and members of our Board Committees (Audit Committee, Compensation Committee, Governance Committee, Board Risk Committee) are independent with the exception of our CEO who serves as a member of our Board Risk Committee. Having our CEO serve as Board Chair enables maximum efficiency and effectiveness respecting communication, direction, alignment, execution, and achievement by our Company’s management and Board of the Company’s strategic objectives. Please see “Director Relationships” below respecting transactions, relationships and arrangements considered by our Board in its determination of our director’s independence, including with respect to service on our Board’s Committees. Director Knowledge, Experience, Diversity. Of our 10 directors, seven directors (70%) have CEO experience, four directors (40%) have CFO experience, and various of our directors collectively bring knowledge and experience from having served as directors and executives of public companies and in various industries valuable to our Board, such as banking, financial services, technology, real estate, and legal. Of our 10 directors, eight reside in our Hawaii market and on the largest islands which comprise our Hawaii market and population - two reside on Maui Island, one resides on Hawaii Island, five reside on Oahu Island, with the remaining two residing on the Continental U.S. As a community bank serving all the people and main islands of Hawaii, we believe it is vital that our Board have experienced and proven businesspeople who reflect and represent all of Hawaii. Our Board further represents the composition of Hawaii’s highly diverse and mixed population, and is thus diverse, racially, ethnically, culturally and gender (30% female). Active Board Refreshment. Over the more recent years, we have refreshed our Board. Since 2021, three independent directors who served longer than fifteen years departed our Board and four new independent directors joined our Board. And, in 2025 we also reduced the size of our Board from 12 directors to 10 directors, through the departure of two directors who were former chief executives of our Company. Due to our director retirement policy, we expect retirements of our three longest serving directors at our 2028 annual meeting (two directors) and 2029 annual meeting (one director). No Overboarding. None of our directors and director nominees currently serve on any other public company boards, with the exception of Earl E. Fry who is a retired public company executive and serves on one other public company board (Backblaze, Inc.). As of the date hereof and for the past five years, no directorships are held by any director or director nominee with a company with a class of securities registered pursuant to Section 12 of the Exchange Act, or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, except for Director Earl E. Fry, who is a director of Backblaze Inc. (NASDAQ ticker “BLZE”), and was a director of Hawaiian Holdings, Inc. (former NASDAQ ticker “HA”) from 2016 to 2024, up until its merger with and into Alaska Air Group, Inc.; and Director Crystal K. Rose, who was a director of Hawaiian Holdings, Inc. (former NASDAQ ticker “HA”) from 2006 to 2024, up until its merger with and into Alaska Air Group, Inc.. Board and Board Committees Meeting Attendance. During the fiscal year ended December 31, 2025, the Board held a total of eight regular meetings. For 2025, each of our Company’s incumbent directors attended at least 75% of the total number of the aggregate of the Board meetings and meetings of Board Committees on which such director served. Annual Meeting Attendance. The Company expects directors to attend all meetings of the Company’s shareholders. Of the 12 directors then serving as of the date of the Company’s 2025 annual meeting of shareholders, 10 directors attended such meeting.

  6. Board Nominees Highlights

    | 10 | 2026 Proxy Statement |

  7. DIRECTORS’ INFORMATION

    DIRECTORS’ 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. All directors of the Company are also directors 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.

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | DIRECTOR SINCE: 2005 AGE: 67 COMMITTEE(S): • Audit • Risk (Chair) | 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. During his tenure as Chief Financial Officer of Informatica Corporation, Mr. Fry effected, among other things, numerous major capital and financial transactions, including credit lines, equity offerings, convertible rate issuances, stock/bond buyback plans, and technology acquisitions, 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. In addition to serving as Chief Financial Officer at Informatica Corporation, Mr. Fry also served in many other roles, including Chief Customer Officer, Chief Administrative Officer, head of Operations Strategy, and head of Global Customer Support and Consulting Services. Prior to joining Informatica Corporation, Mr. Fry was Chief Financial Officer of Omnicell, Inc. (a publicly traded company listed on NASDAQ), C-ATS Software Inc., and Weitek Corporation, 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, technology, risk management, and auditing knowledge and experience to our Board and Company. CAREER HIGHLIGHTS: • Director, Backblaze Inc. (8/2021—present) (technology) • Director, Audit Committee Chair, and Executive Committee member, Hawaiian Holdings, Inc. (5/2016—9/2024) (airline) • 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) • Chief Financial Officer, Chief Administrative Officer and Executive Vice President of Global Customer Support and Services, Informatica Corporation (2000—10/2014) (technology) OTHER DIRECTORSHIPS AND POSITIONS: • Backblaze Inc., Board of Directors, Director, Audit, Compensation, and Nominating and Governance Committees, Member • Pacific Asian Center for Entrepreneurship and E-Business, Shidler College of Business, Board of Directors, Director • Japanese Cultural Center of Kona, Board of Governors, Member • Illuminate Ventures, Advisory Council, Member |

  10. Director Nominees

    | DIRECTOR SINCE: 2023 AGE: 45 COMMITTEE(S): • Audit • Compensation | Mr. Fujimoto is the President and Chief Executive Officer of Hawaii Planing Mill, Ltd. (“HPM”), doing business as HPM Building Supply (a building supply company headquartered on Hawaii Island with operations on all main Hawaii islands and in business for over 100 years), has served in that capacity since 2019, and previously served as HPM’s Chief Operating Officer (2013-2018) and Chief Financial Officer (2010-2012). Mr. Fujimoto has served on the Board of Directors and Audit Committee of HPM since 2009. Mr. Fujimoto brings to our Board and Company his business leadership, financial and audit experience, and experience with Hawaii’s construction industry which is a major economic contributor to our State and which provides needed support to commercial and housing development. Mr. Fujimoto resides on the Island of Hawaii and his firsthand and deep knowledge of Hawaii Island’s unique consumer, business, and community needs is key to our Bank’s understanding and ability to best serve the banking needs of Hawaii Island. CAREER HIGHLIGHTS: • 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, Board of Directors, Director • 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 |

  11. JONATHAN B. KINDRED

    JONATHAN B. KINDRED

  12. JONATHAN B. KINDRED

    | DIRECTOR SINCE: 2021 AGE: 65 COMMITTEE(S): • Audit (Chair) | Mr. Kindred has over 36 years of global experience in the financial services industry. During Mr. Kindred’s distinguished career with Morgan Stanley (1983-2019), he served in New York, London, and Tokyo, was President and CEO of Morgan Stanley Japan Holdings Co., Ltd. (2007-2019), and Morgan Stanley MUFG Securities Co., Ltd. (2010-2019), and as a member of Morgan Stanley’s Management Committee. Mr. Kindred also served as the Chairman of the International Bankers Association of Japan (2011-2017) through which he gained significant experience in banking regulations by working closely with financial regulators. Mr. Kindred 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. Mr. Kindred brings decades of global experience in financial services and markets, including Japan in which our Bank has customer and business relationships, to our Board and Company. Mr. Kindred resides on the Island of Maui and founded and currently serves as Managing Member of KR Farms LLC, a startup farming operation on Maui and as Managing Member of KR Consulting LLC. As a Maui island resident, Mr. Kindred provides direct insights and perspectives on Maui’s specific issues, which enable our Bank to best focus our services and support for Maui’s population. CAREER HIGHLIGHTS: • Managing Member and Founder, KR Farms LLC (3/2021—present) (agriculture) • Managing Member, KR Consulting LLC (2/2019—present) (consulting) • 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: • Fast Retailing Foundation, Board of Councilors, Member • TY Management Corporation, Board of Directors, Director |

  13. JONATHAN B. KINDRED

    | 12 | 2026 Proxy Statement |

  14. PAUL J. KOSASA

    PAUL J. KOSASA

  15. PAUL J. KOSASA

    | DIRECTOR SINCE: 2002 AGE: 68 COMMITTEE(S): • Governance BANK COMMITTEE(S): • Trust | Mr. Kosasa has been President and Chief Executive Officer of MNS, Ltd., doing business as ABC Stores, for the past 27 years, and has been with ABC Stores for over 43 years. In his position Mr. Kosasa oversees a Hawaii-based retail convenience store operation with numerous stores located in prime tourist locations and serving tourists 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 tourism industry, one of the largest industries in Hawaii, Mr. Kosasa provides our Board and Company with intimate and decades of knowledge and experience with Hawaii’s tourism market and sector, and substantial business leadership experience in all aspects of a business operation, to include business strategy and planning, financial management and budgeting, employee compensation and benefits, labor, marketing, advertising, and real estate. CAREER HIGHLIGHTS: • 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, Board of Directors, Chairman • Hawaii Symphony Orchestra, Board of Directors, Chairman • Japanese American National Museum, Board of Trustees, Trustee • Hawaii Community Foundation, Board of Governors, Member • Kuakini Health System, Board of Directors, Director |

  16. CHRISTOPHER T. LUTES

    CHRISTOPHER T. LUTES

  17. CHRISTOPHER T. LUTES

    | DIRECTOR SINCE: 2018 AGE: 58 COMMITTEE(S): • Governance (Chair) • Risk | Mr. Lutes has over 28 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. Mr. Lutes was previously the Chief Financial Officer of Elevate Credit, Inc. (2015-2021), and Elevate Credit, Inc.’s predecessor company, Think Finance, Inc. (2007-2014). Prior to joining Elevate Credit, Inc., Mr. Lutes was the Chief Financial Officer for Silicon Valley Bank (1998-2001). Mr. Lutes began his career in public accounting with Coopers & Lybrand. Mr. Lutes brings significant knowledge and experience to our Board and Company in finance and financial services, technology, and banking. CAREER HIGHLIGHTS: • 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) |

  18. ARNOLD D. MARTINES

    ARNOLD D. MARTINES

  19. ARNOLD D. MARTINES

    | Chairman DIRECTOR SINCE: 2023 AGE: 61 COMMITTEE(S): • Risk | Mr. Martines was appointed President and Chief Executive Officer of the Company and the Bank, effective January 1, 2023, and Chairman of the Company and the Bank effective June 10, 2024. Mr. Martines has over 30 years of banking experience. Mr. Martines started his banking career in 1995 at another Hawaii bank and subsequently took on increasing responsibility in both line and credit management roles for small business, middle market and corporate lending. He joined the Bank in February 2004 and has held various executive leadership positions at the Bank, including President and Chief Operating Officer and Chief Banking Officer, and, accordingly, brings extensive executive and banking experience to our Board. CAREER HIGHLIGHTS: • Chairman, President and Chief Executive Officer, the Company and the Bank (6/2024—present) • President and Chief Executive Officer, the Company and the Bank (1/2023—6/2024) • 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) OTHER DIRECTORSHIPS AND POSITIONS: • Saint Louis School, Board of Trustees, Trustee • Crown Prince Akihito Scholarship Foundation, Board of Trustees, Trustee • Hawaii Catholic Community Foundation, Board of Directors, Director • YMCA of Honolulu, Board of Directors, Chair • Hawaii Community Foundation, Board of Governors, Member |

  20. ARNOLD D. MARTINES

    | Lead Independent Director DIRECTOR SINCE: 2024 AGE: 52 COMMITTEE(S): • Compensation • Governance | Mr. Nobriga has over 30 years of experience in financial services in Hawaii. Mr. Nobriga has served as President and Chief Executive Officer of Tradewind Group, Inc. since 2018; Tradewind Group, Inc. is located in Honolulu, Hawaii, and its business includes investments in companies across several industries, such as insurance, real estate, and technology. Mr. Nobriga previously held executive leadership roles in the healthcare and financial services sectors, including serving as Chief Financial Officer of two other Hawaii banks, Chief Financial Officer of The Queen’s Health Systems, and Chief Financial Officer and Operations Officer of the University of Hawaii at Manoa John A. Burns School of Medicine. Mr. Nobriga has significant regulatory experience serving in his various roles as Chief Financial Officer of companies in highly regulated industries such as banking and healthcare. Mr. Nobriga 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 and experience respecting finance and financial services, banking, investment, technology, insurance, and healthcare to our Board and Company. CAREER HIGHLIGHTS: • President and Chief Executive Officer, Tradewind Group, Inc. (2018—present) (insurance/investment) • 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) • Chairman, Tradewind Capital, Inc. (2022—present) (investment/asset management) • Vice President and Director, Tradewind Insurance Company, Limited (2019—present) (insurance) • Chairman, Atlas Insurance Agency, Inc. (2020—2025) (insurance) • Vice Chairman, NMF Insurance, Inc. (dba IC International) (2019—2025) (insurance) OTHER DIRECTORSHIPS AND POSITIONS: • Haleakala Ranch Company, Board of Directors, Director, Audit Committee, Chair, Investment Committee, Member |

  21. ARNOLD D. MARTINES

    | 14 | 2026 Proxy Statement |

  22. SAEDENE K. OTA

    SAEDENE K. OTA

  23. SAEDENE K. OTA

    | DIRECTOR SINCE: 2015 AGE: 57 COMMITTEE(S): • Compensation (Chair) BANK COMMITTEE(S): • Trust | Ms. Ota is owner, President and Creative Director of Sae Design, Inc., a graphic design and visual marketing agency headquartered on the Island of Maui. In her over 30-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 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 Board, provides great insight and perspective in how we can best serve small businesses on Maui and throughout the State of Hawaii. In addition, Ms. Ota’s lifetime of experience and success as a small businessperson, and her substantial marketing knowledge and expertise, further add significant value and perspective to our Board and Company. CAREER HIGHLIGHTS: • 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, Board of Directors, Director • Maui Economic Development Board, Board of Directors, Director |

  24. DIANE S.L. PALOMA

    DIANE S.L. PALOMA

  25. DIANE S.L. PALOMA

    | DIRECTOR SINCE: 2025 AGE: 52 BANK COMMITTEE(S): • Trust (Chair) | Dr. Paloma is the President and Chief Executive Officer of Hawaii Dental Service (“HDS”), a Hawaii nonprofit dental service corporation founded in 1962, and a leader in the State of Hawaii in providing dental plans to employers for their employees. HDS serves nearly one million Hawaii residents and nearly 95% of all licensed practicing dentists in Hawaii participate with HDS. Dr. Paloma has served in her current position with HDS since 2021. Dr. Paloma is also Chair of Hawaii Client Services Corporation, a company that provides third party administration services for retirement and health and welfare benefit plans. Prior to that, Dr. Paloma was the Chief Executive Officer of King Lunalilo Trust and Lunalilo Home (2017-2021). The King Lunalilo Trust provides care for people in need and supports the well-being of elders, with services including long-term care, adult day care, and hot meal delivery to elderly facing food insecurity. Dr. Paloma brings significant business leadership experience, and substantial knowledge about the healthcare industry, which is a major industry in Hawaii impacting and affecting all communities, businesses, and households. CAREER HIGHLIGHTS: • President and Chief Executive Officer, Hawaii Dental Service (11/2021—present) (dental service) • Chair, Hawaii Client Services Corporation (2021—present) (benefit administration) • Chief Executive Officer, King Lunalilo Trust and Lunalilo Home (8/2017—11/2021) (elder care) OTHER DIRECTORSHIPS AND POSITIONS: • Hawaii Business Roundtable, Director • University of Hawaii, Board of Regents, Member • Partners in Development Foundation, Board of Directors, Director • Child & Family Service, Board of Directors, Director • Make Lemonade Project, Board of Directors, Vice Chair |

  26. CRYSTAL K. ROSE

    CRYSTAL K. ROSE

  27. CRYSTAL K. ROSE

    | DIRECTOR SINCE: 2005 AGE: 68 COMMITTEE(S): • Risk | Ms. Rose is one of the founding partners in the Honolulu law firm of Lung Rose Voss & Wagnild and has been actively practicing law in Hawaii for 44 years, specializing in the areas of real estate, trust and commercial litigation, commercial real estate transactions, trusts and estates, and construction law. Ms. Rose brings a wealth of legal and real estate knowledge and experience to our Board and Company, and has for decades been a well-recognized and regarded Hawaii legal, business and community leader whose legal expertise and strategic and business advice and guidance has been highly valued and sought and which our Board and Company have greatly benefited from. Ms. Rose has served in key leadership roles for our Board, including serving as the Company’s Lead Independent Director (2014-2025), and as our Board Chair (2011-2014), . CAREER HIGHLIGHTS: • Partner, Lung Rose Voss & Wagnild (1989—present) (law) • Member, Rose Consulting LLC (2021—present) (consulting) OTHER DIRECTORSHIPS AND POSITIONS: • Kamehameha Schools, Board of Trustees, Chair • Bishop Holdings Corporation, Board of Directors, Director • Catholic Charities Hawaii, Board of Advisors, Member • The Nature Conservancy (Hawaii), Ihupani Advisory Council, Member • Gentry Homes, Ltd, Board of Directors, Director |

  28. CRYSTAL K. ROSE

    | 16 | 2026 Proxy Statement |

  29. CRYSTAL K. ROSE

    | EXECUTIVE OFFICER BACKGROUND AND EXPERIENCE |

  30. CRYSTAL K. ROSE

    Set forth below is information concerning the current executive officers of our Company who are not also directors of our Company. All executive officers of the Company are also executive officers of the Bank.

  31. Loans to Related Persons

    | COMPENSATION OF DIRECTORS |

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In October 2025, 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 2025 are outlined below in the “Annual Retainer” and “Director Compensation” sections.

  33. Director Compensation

    Director Compensation The following table shows for the year ended December 31, 2025, compensation paid to our directors who served on the Board during 2025. Non-employee directors are typically paid in May of the year for their service on the Board through the next annual shareholders meeting.

  34. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | | Earl E. Fry | $71,250 | $71,250 | | $142,500 | | Jason R. Fujimoto | $62,514 | $62,486 | | $125,000 | | Jonathan B. Kindred | $75,011 | $74,989 | | $150,000 | | Paul J. Kosasa | $70,006 | $69,994 | | $140,000 | | Christopher T. Lutes | $62,514 | $62,486 | | $125,000 | | A. Catherine Ngo(2) | $93,352 | $93,315 | $48,604 | $235,271 | | Robert K.W.H. Nobriga | $62,514 | $62,486 | | $125,000 | | Saedene K. Ota | $71,250 | $71,250 | | $142,500 | | Diane S.L. Paloma(3) | $78,147 | $78,103 | | $156,250 | | Crystal K. Rose | $77,500 | $77,500 | | $155,000 | | Paul K. Yonamine(4) | $83,979 | $83,937 | $86,748 | $254,664 |

  35. 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 Executive Compensation Summary Compensation Table. |

  36. Director Compensation

    | (2) A. Catherine Ngo transitioned to non-employee Director on January 1, 2025. Ms. Ngo received four months of prorated annual Board fees for January 2025 to April 2025 in the amount of $46,667, with 50% of the fees issued in CPF stock. The remaining Board fees of $140,000 represent Ms. Ngo’s normal annual fees for the period May 2025 to April 2026, with 50% of the fees issued in CPF stock. Ms. Ngo also received cash |

  37. Director Compensation

    | 32 | 2026 Proxy Statement |

  38. Director Compensation

    payments and other benefits for service as an employee during December 2024, and benefits and perquisites under a separate arrangement for 2025, which are described in note (d) below. Ms. Ngo also serves as President of the CPB Foundation and is separately compensated for service to the foundation (see “Board and Corporate Governance-Certain Relationships and Related Transactions” above). Ms. Ngo retired from the Board effective October 1, 2025.

  39. Director Compensation

    | (3) Diane S.L. Paloma joined the Company and Bank Board of Directors on January 28, 2025. Ms. Paloma received three months of prorated annual fees for February 2025 to April 2025 in the amount of $31,250, with 50% of the fees issued in CPF stock. The remaining fees of $125,000 represent Ms. Paloma’s normal annual fees for the period May 2025 to April 2026, with 50% of the fees issued in CPF stock. |

  40. Director Compensation

    | (4) Paul K. Yonamine transitioned from employee Director to non-employee Director on February 1, 2025. Mr. Yonamine received four months of prorated annual Board fees for January 2025 to April 2025 in the amount of $42,916, with 50% of the fees issued in CPF stock. The remaining Board fees of $125,000 represent Mr. Yonamine’s normal annual fees for the period May 2025 to April 2026, with 50% of the fees issued in CPF stock. Mr. Yonamine also received cash payments and other benefits for service as an employee during December 2024 and January 2025, and benefits and perquisites under a separate arrangement for 2025, which are described in note (d) below. Mr. Yonamine retired from the Board effective November 6, 2025. |

  41. 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. None of the directors elected to receive more than the required 50% of fees in equity. |

  42. Director Compensation

    | (c) The Board of Directors’ fee schedule requires 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: |

  43. Director Compensation

    | • | Earl E. Fry received credit to his Company share account under the DDC Plan with respect to 2,581.52 hypothetical shares having a fair market value of $27.60 per share for a total of $71,250. Remaining fees of $71,250 were paid in cash. |

  44. Director Compensation

    | • | Jason R. Fujimoto received 2,264 shares having a fair market value of $27.60 per share for a total value of $62,486. Remaining fees of $62,514 were paid in cash. |

  45. Director Compensation

    | • | Jonathan B. Kindred received 2,717 shares having a fair market value of $27.60 per share for a total value of $74,989. Remaining fees of $75,011 were paid in cash. |

  46. Director Compensation

    | • | Paul J. Kosasa received 2,536 shares having a fair market value of $27.60 per share, a total value of $69,994. Remaining fees of $70,006 were paid in cash. |

  47. Director Compensation

    | • | Christopher T. Lutes received 2,264 shares having a fair market value of $27.60 per share, a total value of $62,486. Remaining fees of $62,514 were paid in cash. |

  48. Director Compensation

    | • | A. Catherine Ngo received 898 shares having a fair market value of $25.97 per share for a total value of $23.321, and remaining fees of $23,346 paid in cash, for the period January 2025 to April 2025. In addition, Ms. Ngo received 2,536 shares having a fair market value of $27.60 per share for a total value of $69,994 and remaining fees of $70,006 paid in cash, for the period May 2025 to April 2026. |

  49. Director Compensation

    | • | Robert K.W.H. Nobriga received 2,264 shares having a fair market value of $27.60 per share, a total value of $62,486. Remaining fees of $62,514 were paid in cash. |

  50. Director Compensation

    | • | Saedene K. Ota received credit to her Company share account under the DDC Plan with respect to 2,581.52 hypothetical shares having a fair market value of $27.60 per share for a total of $71,250. Remaining fees of $71,250 were paid in cash. |

  51. Director Compensation

    | • | Diane S.L. Paloma received 526 shares having a fair market value of $29.69 per share for a total value of $15,617, and remaining fees of $15,633 paid in cash, for the period February 2025 to April 2025. In addition, Ms. Paloma received 2,264 shares having a fair market value of $27.60 per share for a total value of $62,486 and remaining fees of $62,514 paid in cash, for the period May 2025 to April 2026. |

  52. Director Compensation

    | • | Crystal K. Rose received credit to her Company share account under the DDC Plan with respect 2,807.97 hypothetical shares having a fair market value of $27.60 per share for a total of $77,500. Remaining fees of $77,500 were paid in cash. |

  53. Director Compensation

    | • | Paul K. Yonamine received 826 shares having a fair market value of $25.97 per share for a total value of $21,451, and remaining fees of $21,465 paid in cash, for the period January 2025 to April 2025. In addition, Mr. Yonamine received 2,264 shares having a fair market value of $27.60 per share for a total value of $62,486 and remaining fees of $62,514 paid in cash, for the period May 2025 to April 2026. |

  54. Director Compensation

    | (d) This column represents employee compensation for services performed in December 2024 and paid in January 2025 for A. Catherine Ngo; and employee compensation for services performed in December 2024 and January 2025, and paid in January and February 2025 for Paul K. Yonamine; and other benefits and perquisites paid or provided to them during 2025 under separate arrangements. Ms. Ngo received a salary of $11,538 and $37,066 in other compensation, including $1,533 in 401(k) Company contributions, $8,737 in club dues, and $26,796 for health insurance coverage. Mr. Yonamine received a salary of $35,769 and $50,979 in other compensation, including $2,303 in 401(k) Company contributions, $75 in parking benefits, $1,700 in group life fringe benefits, $19,600 in club dues, $505 in transportation services, and $26,796 for health insurance coverage. |

  55. Director Compensation

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

  56. Executive Compensation Philosophy and Objectives

    | • | Align executive interests with those of shareholders over the long term. |

  57. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights Our executive compensation program is specifically designed to emphasize pay for performance, balance short and long term incentives, reinforce disciplined risk management and control culture, and drive performance relative to our strategic plan and goals. A material portion of total compensation is at risk, contingent on the Company’s financial and strategic performance, and the program is supported by strong corporate governance and oversight by the Board. Our annual and long-term compensation programs are intended to recognize bank-wide performance and strong individual contributions and performance for 2025 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 starting several years ago to address this, and have continued to strengthen our position over the years. Below is a summary of the key components of our NEOs’ compensation. Base Salary. In 2025, base salary increases for our NEOs ranged from 2.15% to 24.83% based on market benchmarking (including relative to pay for our local Hawaii competition) and on the promotion of two NEOs. See section below headed “Executive Compensation - Local Labor Market Considerations in Hawaii”, for details on local competitive benchmarking. Annual Incentive Plan (“AIP”). Funding of our 2025 AIP is based on Core Net Income, Core 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% of target and at maximum performance, payout is 200% of target. Based on our 2025 performance, 2025 AIP payouts for our NEOs ranged from 161% to 163% of target. Long-Term Equity Incentives. Our annual 2025 equity grants were made pursuant to our 2023 Stock Compensation Plan, with grants based on target grant values. The long-term equity awards granted to our NEOs in 2025 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 Core Return on Tangible Common Equity (“ROTCE”), and the other one-half based on relative Total Shareholder Return (“rTSR”) compared to a group of industry peers. Based on our performance over the recently-completed performance cycle, the 2023-2025 PSUs paid out at 100% of target. 2025 Target Pay Mix. The charts below for Arnold D. Martines and our other NEOs illustrate the target compensation established for 2025, consisting of base salary, target annual incentive awards and target 2025 long-term equity awards (consisting of PSUs and RSUs). For 2025, our compensation targets and pay mix were as follows:

  58. Executive Compensation – Local Labor Market Considerations in Hawaii

    | • | Maintain competitive total compensation levels relative to both Hawaii based peers and relevant mainland benchmarks, recognizing the higher cost of living and housing that our executives and employees face. |

  59. Executive Compensation – Local Labor Market Considerations in Hawaii

    | • | Design incentive opportunities that support long-term performance, sound risk management, and shareholder value, while acknowledging that housing affordability and cost of living pressures are central to the employment value proposition in Hawaii. |

  60. Executive Compensation – Local Labor Market Considerations in Hawaii

    | | Company CEO Percentile Rank | | | | | Salary | Target Total Cash | Target Total Direct Compensation | | Company Peer Group | 42% | 51% | 51% | | Local Publicly Traded Companies | 20% | 17% | 5% | | Local Publicly Traded Banks | Lowest | Lowest | Lowest |

  61. 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 • Include 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 Committee | • Don’t provide Section 280G, 409A or other tax gross-up payments • Don’t provide retirement benefits to executives that are materially different from those available to all employees • No guaranteed bonuses for our NEOs • Don’t permit short selling or trading in put options or call options or other hedging instruments in our securities |

  62. Compensation Peer Group

    Compensation Peer Group Each year, with assistance from the independent 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 2025 Compensation Peer Group was selected based primarily on certain current market criteria, including the following:

  63. Compensation Peer Group

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

  64. Compensation Peer Group

    | • | Total assets generally ranging from $3 billion to $20 billion |

  65. Compensation Peer Group

    | • | Similar business model characteristics |

  66. Compensation Peer Group

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

  67. Compensation Peer Group

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

  68. Compensation Peer Group

    | 44 | 2026 Proxy Statement |

  69. Compensation Peer Group

    The 2025 Compensation Peer Group consisted of 16 peers at the beginning of 2025. The peers for 2025 were the same as for 2024. Due to acquisitions during the year of companies in our Peer Group, the Compensation Peer Group ended 2025 with 12 peers. The Company was positioned at the 32nd percentile in terms of asset size as of December 31, 2025.

  70. Compensation Peer Group

    | Company | Ticker | Total Assets ($ in millions) | | Amalgamated Financial Corp. | AMAL | $8,870 | | Bank of Hawaii Corporation | BOH | $24,176 | | Bank of Marin Bancorp | BMRC | $3,905 | | ConnectOne Bancorp, Inc.(1) | CNOB | $14,003 | | First Foundation Inc. | FFWM | $11,904 | | First Hawaiian, Inc. | FHB | $23,955 | | Hanmi Financial Corporation | HAFC | $7,869 | | Heritage Financial Corporation | HFWA | $6,967 | | HomeTrust Bancshares, Inc. | HTBI | $4,546 | | OceanFirst Financial Corp. | OCFC | $14,564 | | TriCo Bancshares | TCBK | $9,822 | | Westamerica Bancorporation | WABC | $5,960 | | Brookline Bancorp, Inc.(2) | BRKL | N/A | | HomeStreet, Inc.(3) | HMST | N/A | | Sandy Spring Bancorp, Inc.(4) | SASR | N/A | | Territorial Bancorp Inc.(5) | TBNK | N/A | | | 75th Percentile | $14,143 | | | Median | $9,346 | | | 25th Percentile | $6,716 | | Central Pacific Financial Corp. | CPF | $7,409 | | | PERCENTILE RANK | 32% |

  71. Compensation Peer Group

    | (1) Reflects the combined entity resulting from the merger of The First of Long Island Corporation into ConnectOne Bancorp in June 2025 |

  72. Compensation Peer Group

    | (2) Brookline Bancorp was acquired by Berkshire Hills Bancorp in September 2025 |

  73. Compensation Peer Group

    | (3) HomeStreet was acquired by Mechanics Bancorp in September 2025 |

  74. Compensation Peer Group

    | (4) Sandy Spring Bancorp was acquired by Atlantic Union Bankshares in April 2025 |

  75. Compensation Peer Group

    | (5) Territorial Bancorp was acquired by Hope Bancorp in April 2025 |

  76. 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 Core Return on Tangible Common Equity (ROTCE) 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 |

  77. 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 independent 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 2025 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 70% of the target opportunity. Goals for these factors were set based on the Bank’s budget for 2025, which considered a forecast of 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 2025 included:

  78. Annual Incentive Compensation

    | Corporate Goals | Outcomes | Shareholder Link | | Core Net Income Higher, more durable earnings | • Growing Core Net Income increases retained earnings and capital generation, supporting dividends, share repurchases (where applicable), and reinvestment into the business. • Consistent earnings reflect the ability to grow revenues through balance sheet growth and/or net interest margin expansion, while managing credit reserves/charge-offs and expenses. | Stronger and more consistent earnings typically translate into higher EPS trajectory and can support a higher valuation multiple if investors view the earnings as repeatable. | | Core Efficiency Ratio Operating leverage and scalability | • Drive positive operating leverage by growing revenues at a faster pace than expenses. • Improve efficiency of operations with the use of technology, automation and structural cost optimization that creates capacity and ability to scale. | Better efficiency creates operating leverage — revenue growth results in bottom line earnings growth — supporting improved ROA/ROE over time. |

  79. Annual Incentive Compensation

    | Business Plan/Personal | Outcomes | Shareholder Link | | Innovation & Technology Revenue enablement plus lower loss/incident risk | • Strong technology infrastructure reduces the probability and severity of operational disruptions that can cause direct losses, reputational harm, and regulatory friction. • Innovative systems enable and support growth, leading to better customer conversion, onboarding, cross-sell, and service consistency. | Technology spend that both enables revenue and reduces tail-risk improves risk-adjusted returns and can lower the bank’s “risk discount” in how investors value the franchise. | | Culture & People Execution capacity and lower hidden costs | • Positive culture leads to employee retention and reduces recruiting/training costs and protects service quality and relationship continuity — especially important in banking where relationships drive loans, deposits, and referrals. • Leadership training and development builds bench strength, improving execution and succession readiness. | Stable, capable teams deliver strategy consistently and reduce operational mistakes — supporting steadier results and lower “key person” risk. | | Risk Management Protects capital and reduces volatility | • Strong risk management with clear entity-wide policies and standards establish how the organization is run and enables good decision making and leads to improved discipline, early warning, and control effectiveness. • These reduce the chance of: credit surprises, model errors, fraud losses, compliance issues, and reputational events. | Better risk governance protects capital and reduces earnings volatility — both of which support stronger long-term compounding and investor confidence. |

  80. Annual Incentive Compensation

    | AIP Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Core Net Income | 50% | $54,087,200 | $67,609,000 | $81,130,800 | | Core Efficiency Ratio | 20% | 65.79% | 63.26% | 60.73% | | Business Plan/Personal Goals | 30% | Assessed by the Compensation Committee | | |

  81. Annual Incentive Compensation

    NEOs’ target AIP opportunities for 2025 are shown below.

  82. Annual Incentive Compensation

    | | 2025 AIP Target (% of Base Salary) | | Arnold D. Martines | 100% | | David S. Morimoto | 75% | | Ralph M. Mesick | 75% | | Dayna N. Matsumoto | 50% | | Kisan Jo | 50% |

  83. 2025 AIP Results

    2025 AIP Results Incentive payout is based on Core Net Income, Core Efficiency Ratio and Business Plan/Personal Goals results, relative to pre-established goals and objectives. Core Net Income and Core Efficiency Ratio are adjusted to exclude any material income or expense items that are non-recurring in nature and out of the ordinary course of business. For 2025, there were no such items, therefore Core Net Income and Core Efficiency Ratio were unadjusted from actual Net Income and Efficiency Ratio for AIP payout determination purposes. Individual awards are capped at 200% of target amounts overall. 2025 targets and actual results are reflected below. Core Net Income performance was 115% of target, which resulted in AIP payout at 173% of target for the Core Net Income portion. Core Efficiency Ratio was -3.49% of (better than) target, which resulted in AIP payout of 187% of target for the Core Efficiency Ratio portion. For Business Plan/Personal Goals, the NEOs exceeded expectations, demonstrated by successful management of the Bank’s financial goals which drove exceptional financial performance, leadership strengthening, market expansion, low employee turnover, improvement in operational efficiencies, advancements in technology and security, and noteworthy local and national recognition. This resulted in AIP payout at 125% of target for our CEO and AIP payout at an average 144% of target for our other NEOs for the Business Plan/Personal Goals portion. The tables below highlight notable Business Plan and Personal Goals achievements by the NEOs.

  84. AIP Payouts

    AIP Payouts As used in determining individual awards for 2025, the two Corporate Goals of Core Net Income and Core Efficiency Ratio, applied to all NEOs and are weighted 50% Core Net Income and 20% Core Efficiency Ratio for a total corporate goals weighting of 70%. Based on the Company’s actual performance relative to Core Net Income and Core Efficiency Ratio goals, and the Committee’s assessment of Business Plan and NEO Personal Goals achievements described above, it was determined that such achievements merited overall payout at the percentages of target noted below. Formulaic AIP results are subject to negative discretion by the Committee; the Committee considers input from chairs of the Audit and Board Risk Committees prior to the determination of final awards. The Committee did not use its discretion to reduce AIP awards for 2025.

  85. AIP Payouts

    | AIP Metric | Weighting | Target | Actual | Result | Payout % | Weighted % | | Core Net Income | 50% | $67,609,000 | $77,480,001 | 115% | 173% | 87% | | Core Efficiency Ratio | 20% | 63.26% | 61.05% | -3.49% | 187% | 37% | | Business Plan / Personal Goals | 30% | Meets Expectations | Exceeds Expectations | | 125%(1) | 38% | | | | | | Final Incentive Pool Payout: | | 161% |

  86. AIP Payouts

    | (1) Based on CEO achievement percentage. |

  87. AIP Payouts

    In January 2025, the Committee approved the payment of cash incentives to NEOs. The incentive amounts were determined considering each NEO’s target opportunity based on the Company’s 2025 performance against the Corporate Goals and on the NEOs’ achievements (described in “2025 NEO Personal Achievements” above) and corresponding individual performance ratings. The table below summarizes the Committee approved annual incentive payment to our NEO’s.

  88. AIP Payouts

    | | Base Salary | Target ICP % | Target ICP $ | Final Award | Award as % of Target | | Arnold D. Martines | $715,000 | 100% | $715,000 | $1,154,010 | 161% | | David S. Morimoto | $525,000 | 75% | $393,750 | $640,434 | 163% | | Ralph M. Mesick | $403,000 | 75% | $302,250 | $491,610 | 163% | | Dayna N. Matsumoto | $362,000 | 50% | $181,000 | $292,134 | 161% | | Kisan Jo(1) | $327,000 | 50% | $163,500 | $177,377 | 108% |

  89. AIP Payouts

    | (1) Kisan Jo’s, final award of $177,377 (108% of target) represents a prorated payout for eight months (8/12s of 161% of target), which is the period of time Mr. Jo served as an executive officer of the Company for SEC reporting purposes in 2025. Mr. Jo ceased serving as an executive officer of the Company for SEC reporting purposes effective September 1, 2025, as part of a realignment of Company executive officers. Mr. Jo also received a bonus in the amount of $86,160 for his service as an employee during the final four months of 2025. |

  90. 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 2025 LTI grants, components of performance metrics, performance targets and payout opportunities were established in line with market practices including the designs and practices of companies in our Compensation Peer Group and of local Hawaii companies with whom we compete for talent. For 2025, 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 Core Return on Tangible Common Equity (ROTCE) metric and 50% on a relative Total Shareholder Return (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, and ongoing challenges associated with the hyper-competitive Hawaii labor market. The following describes the PSU portion of the LTI award:

  91. Long-Term Incentives

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

  92. Long-Term Incentives

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

  93. Long-Term Incentives

    | • | At maximum, LTI payout is 200% of target for each of the ROTCE and rTSR metrics. The ROTCE maximum is 120% or higher of the target average ROTCE 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. |

  94. Long-Term Incentives

    | 50 | 2026 Proxy Statement |

  95. Long-Term Incentives

    | • | The rTSR component has a TSR governor such that if the Bank’s rTSR performance exceeds target, but the Bank’s TSR is negative, the payout is capped at 100% of target. |

  96. Long-Term Incentives

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

  97. Long-Term Incentives

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

  98. 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% |

  99. Long-Term Incentives

    In 2025, the Committee recommended to the Board, and the Board approved, annual long-term equity grants (made in February 2025) 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 independent 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 based on a target dollar amount as follows:

  100. Long-Term Incentives

    | Name | 2025 Target Equity Opportunity | RSU Portion | PSU Portion | | Arnold D. Martines | $775,000 | 50% | 50% | | David S. Morimoto | $393,750 | 50% | 50% | | Ralph M. Mesick | $302,250 | 50% | 50% | | Dayna N. Matsumoto | $181,000 | 50% | 50% | | Kisan Jo | $163,500 | 50% | 50% |

  101. Long-Term Incentives

    In February 2025, the NEOs received annual long-term equity grants of PSUs and RSUs under the 2023 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 Core Return on Tangible Common Equity (ROTCE) 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 (2025, 2026 and 2027) for measuring ROTCE performance and a three-year period from February 15, 2025 through February 15, 2028 for measuring rTSR performance. The PSUs that are earned cliff-vest on February 15, 2028. The number of shares earned is based upon the level of attainment of the ROTCE and rTSR performance metrics. The ROTCE 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 ROTCE and rTSR metrics. The rTSR component has a TSR governor such that if the Bank’s rTSR performance exceeds target, but the Bank’s TSR is negative, the award is capped at 100% of target. 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 shares of Common Stock subject to RSUs and PSUs (at target) granted in February 2025 to NEOs is provided in the table below.

  102. Long-Term Incentives

    | Name | PSUs (ROTCE) # | PSUs (rTSR) # | RSUs # | Target Award Value $ | | Arnold D. Martines | 6,526 | 6,525 | 13,052 | $774,998 | | David S. Morimoto | 3,316 | 3,315 | 6,631 | $393,749 | | Ralph M. Mesick | 2,545 | 2,545 | 5,090 | $302,244 | | Dayna N. Matsumoto | 1,524 | 1,524 | 3,048 | $180,990 | | Kisan Jo | 1,377 | 1,376 | 2,753 | $163,473 |

  103. 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 ROTCE 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.

  104. Results of 2023-2025 PSU Performance Cycle

    Results of 2023-2025 PSU Performance Cycle In 2023, the PSUs granted to the NEOs were based on 50% three-year average ROE and 50% rTSR (with a three-year performance period), the achievement of which resulted in a total payout of 100% 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:

  105. Results of 2023-2025 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) | | ROE - 3 Year | 50% | 13.38% | 16.73% | 20.08% | 12.08% | 0.00% | 0.00% | | rTSR - 3 Year(1) | 50% | P25 | P50 | P75 | P88 | 200.00% | 100.00% | | Payout Factor | | 50% | 100% | 200% | | Total Payout Factor | 100.00% |

  106. Results of 2023-2025 PSU Performance Cycle

    | (1) TSR performance was measured relative to the S&P 600 SmallCap Bank Index over the three-year period from February 15, 2023 to February 15, 2026. |

  107. Timing of Equity Grants

    Timing of Equity Grants The Company’s guidelines regarding the equity grant process and related controls help ensure that all equity grants to employees and directors 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, unless for legal reasons (including expanded black-out periods) such grants on advice of legal counsel should be postponed. The Company does not grant stock options or similar equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Stock Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Company has not granted any stock options or similar equity awards as part of its compensation program to its employees or directors since 2012.

  108. Timing of Equity Grants

    | 52 | 2026 Proxy Statement |

  109. 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.

  110. Change-In-Control Agreements

    Change-In-Control Agreements All NEOs hold unvested restricted stock units (RSUs and PSUs) granted under the Company’s 2013 and 2023 Stock Compensation Plans. Outstanding awards under these plans 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, which reflects such potential payments as of December 31, 2025.

  111. Summary Compensation Table

    Summary Compensation Table

  112. 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 | 2025 | $703,308 | | $787,526 | | $1,154,010 | | $118,291 | $2,763,135 | | Chairman, President, | 2024 | $663,462 | | $776,694 | | $634,500 | | $31,377 | $2,106,033 | | Chief Executive Officer | 2023 | $628,846 | | $623,140 | | $444,500 | | $40,825 | $1,737,311 | | David S. Morimoto | 2025 | $519,712 | | $400,114 | | $640,434 | | $58,469 | $1,618,729 | | Vice Chairman | 2024 | $497,115 | | $476,033 | | $352,500 | | $42,428 | $1,368,077 | | Chief Operating Officer | 2023 | $488,462 | | $360,639 | | $257,250 | | $40,454 | $1,146,805 | | Ralph M. Mesick | 2025 | $400,662 | | $307,131 | | $491,610 | | $39,580 | $1,238,983 | | Sr. Executive Vice President | | | | | | | | | | | Chief Risk Officer | | | | | | | | | | | Dayna N. Matsumoto | 2025 | $346,769 | | $183,916 | | $292,134 | | $21,151 | $843,970 | | Executive Vice President | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Kisan Jo | 2025 | $324,955 | $86,160 | $166,115 | | $177,377 | | $17,729 | $772,336 | | Executive Vice President, | 2024 | $318,558 | | $160,347 | | $150,400 | | $15,625 | $644,930 | | Retail, Wealth and | 2023 | $314,423 | | $154,541 | | $110,250 | | $19,648 | $598,862 | | International Markets | | | | | | | | | |

  113. Summary Compensation Table

    | (c) For year 2025, this column represents actual salary earned at year-end 2025. |

  114. Summary Compensation Table

    | (d) For year 2025, this column represents the portion of Mr. Jo’s annual incentive compensation during the time he did not serve as an Officer of the Company. |

  115. Summary Compensation Table

    | (e) For year 2025, this column represents the value of PSUs and RSUs granted on February 18, 2025, 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 of the PSUs (25% of the grant) vesting is subject to attainment of a threshold of 80% Board approved three-year average (2025, 2026, 2027) target Core Return on Tangible Common Equity (ROTCE), the other one-half of the PSUs (25% of the grant) vesting is subject to Total Shareholder Return relative to an industry peer group (rTSR) 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, 2028. For the 2025 RSUs and the 2025 PSUs based on ROTCE, the amount reported is the number of shares or target number of shares multiplied by the closing share price for our common stock of $29.69 on February 18, 2025. For the 2025 PSUs based on rTSR, the amount reported is the target number of shares multiplied by the per target share value of $31.61 determined for our financial reporting in accordance with FASB ASC Topic 718. Based on the stock closing price of $29.69 for the ROTCE PSUs at the time of grant and the per target share value of $31.61 for the rTSR PSUs, the value of the PSUs that the NEOs are eligible to receive at the maximum performance level is as follows: Arnold D. Martines – $800,024, David S. Morimoto – $406,478, Ralph M. Mesick – $312,017, Dayna N. Matsumoto – $186,842, Kisan Jo – $168,757. The remaining one-half (50%) portion of the grant is RSUs that time vest in equal annual installments over 3 years. |

  116. Summary Compensation Table

    | (g) For year 2025, this column represents a Board-approved award under the Annual Incentive Compensation Plan for the NEOs. For Mr. Jo, the amount represents the Board-approved award for the eight months during which he served as an Officer of the Company in 2025. |

  117. Summary Compensation Table

    | 56 | 2026 Proxy Statement |

  118. 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 club dues, as detailed below, for each NEO during 2025. The table below further details “All Other Compensation” reported in the Summary Compensation Table. |

  119. Summary Compensation Table

    | Name | 401(k) Retirement Savings Plan | Other Compensation | Total All Other Compensation | | Arnold D. Martines | $0 | $118,291 | $118,291 | | David S. Morimoto | $14,000 | $44,469 | $58,469 | | Ralph M. Mesick | $12,988 | $26,592 | $39,580 | | Dayna N. Matsumoto | $14,000 | $7,151 | $21,151 | | Kisan Jo | $7,493 | $10,236 | $17,729 |

  120. Summary Compensation Table

    | 1. | Other Compensation for Arnold D. Martines includes $10,000 matching contributions made to non-profit organizations in which Mr. Martines is a trustee and Mr. Martines’ spouse is president, $840 in parking fringe benefit, $10,600 in group life insurance fringe benefit, $84,337 in club dues, $11,625 in spouse travel, $147 in transportation services, and $742 in security services. |

  121. Summary Compensation Table

    | 2. | Other Compensation for David S. Morimoto includes $840 in parking fringe benefit, $6,906 in group life insurance fringe benefit, $15,730 in club dues, $690 in spouse travel, and $20,303 in transportation services. |

  122. Summary Compensation Table

    | 3. | Other Compensation for Ralph M. Mesick includes $840 in parking fringe benefit, $19,990 in group life insurance fringe benefit, $3,445 in club dues, and $2,317 in spouse travel. |

  123. Summary Compensation Table

    | 4. | Other Compensation for Dayna N. Matsumoto includes $1,436 in group life insurance fringe benefit and $5,715 in club dues. |

  124. Summary Compensation Table

    | 5. | Other Compensation for Kisan Jo includes $840 in parking fringe benefit, $1,941 in group life insurance fringe benefit, and $7,455 in club dues. |

  125. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  126. Grants of Plan-Based Awards Table

    | | | | 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) | | $357,500 | $715,000 | $1,430,000 | | | | | | | | | | RSU(2) | 2/18/2025 | | | | | | | 13,052 | | | $387,514 | | | PSU(2) | 2/18/2025 | | | | 6,525 | 13,051 | 26,102 | | | | $400,012 | | David S. Morimoto | Cash Incentive(1) | | $196,875 | $393,750 | $787,500 | | | | | | | | | | RSU(2) | 2/18/2025 | | | | | | | 6,631 | | | $196,874 | | | PSU(2) | 2/18/2025 | | | | 3,315 | 6,631 | 13,262 | | | | $203,239 | | Ralph M. Mesick | Cash Incentive(1) | | $151,125 | $302,250 | $604,500 | | | | | | | | | | RSU(2) | 2/18/2025 | | | | | | | 5,090 | | | $151,122 | | | PSU(2) | 2/18/2025 | | | | 2,545 | 5,090 | 10,180 | | | | $156,009 | | Dayna N. Matsumoto | Cash Incentive(1) | | $90,500 | $181,000 | $362,000 | | | | | | | | | | RSU(2) | 2/18/2025 | | | | | | | 3,048 | | | $90,495 | | | PSU(2) | 2/18/2025 | | | | 1,524 | 3,048 | 6,096 | | | | $93,421 | | Kisan Jo | Cash Incentive(1) | | $81,750 | $163,500 | $327,000 | | | | | | | | | | RSU(2) | 2/18/2025 | | | | | | | 2,753 | | | $81,737 | | | PSU(2) | 2/18/2025 | | | | 1,376 | 2,753 | 5,506 | | | | $84,378 |

  127. Grants of Plan-Based Awards Table

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

  128. Grants of Plan-Based Awards Table

    | • | Core Net Income comprises fifty percent (50%) of overall AIP payout. A minimum of eighty percent (80%) of budgeted Core 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 Core Net Income achievement and capped at two hundred percent (200%) for performance at or above one hundred twenty percent (120%) of budgeted Core Net Income. |

  129. Grants of Plan-Based Awards Table

    | • | Core Efficiency Ratio comprises twenty percent (20%) of overall AIP payout. A minimum of +4.00% of target Core 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 Core Efficiency Ratio achievement and capped at two hundred percent (200%) for performance of -4.00% of target Core Efficiency Ratio or better. |

  130. Grants of Plan-Based Awards Table

    | • | Business Plan/Personal Goals comprise thirty percent (30%) 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%). |

  131. Grants of Plan-Based Awards Table

    | (e) This column reflects the overall target annual cash incentive amounts. Individual target incentives were based on a percentage of salary. Based on 2025 Core Net Income, Core Efficiency Ratio and Business Plan/Personal Goals results (described in “Annual Incentive Compensation” above). The NEOs were paid between 161% and 163% of their target award amounts. Threshold (column (d)) and maximum (column (f)) amounts shown in the table are based on the overall threshold and maximum AIP payouts. |

  132. Grants of Plan-Based Awards Table

    | (2) On February 18, 2025, the NEOs received a Board approved annual grant, with the following features: |

  133. Grants of Plan-Based Awards Table

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

  134. 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 (2025, 2026 and 2027) ROTCE. Threshold performance is at 80% of target, at which 50% of target shares is earned and stretch opportunity for performance at or above 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, 2025 to February 15, 2028. Threshold performance is at the 25th percentile of peers, at which 50% of shares is earned and stretch opportunity for performance at or above the 75th percentile of peers, at which a maximum 200% of target shares is earned. |

  135. Grants of Plan-Based Awards Table

    | (c) The normal grant date is February 15, or the next business day if February 15 falls on a holiday or weekend. In 2025, grants occurred on February 18 due to February 15 to February 17 being a holiday weekend. |

  136. Grants of Plan-Based Awards Table

    | (m) This column represents the value of the ROTCE PSUs at target number of shares and the shares subject to RSUs at the closing share price of $29.69 on the grant date of February 18, 2025; and the rTSR PSUs at target number of shares at a per target share value of $31.61 determined as of February 18, 2025 for our financial reporting in accordance with FASB ASC Topic 718. |

  137. Grants of Plan-Based Awards Table

    | 58 | 2026 Proxy Statement |

  138. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  139. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | | # 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 | 4,462 | $139,036 | | | | | 2 | | | 3,347 | $104,293 | | | 3 | | | 13,384 | $417,045 | | | 4 | 13,337 | $415,581 | | | | | 5 | | | 5,002 | $155,862 | | | 6 | | | 20,004 | $623,325 | | | 7 | 13,052 | $406,700 | | | | | 8 | | | 6,526 | $203,350 | | | 9 | | | 13,050 | $406,638 | | David S. Morimoto | 1 | 2,582 | $80,455 | | | | | 2 | | | 1,937 | $60,357 | | | 3 | | | 7,746 | $241,365 | | | 4 | 8,174 | $254,702 | | | | | 5 | | | 3,066 | $95,537 | | | 6 | | | 12,260 | $382,022 | | | 7 | 6,631 | $206,622 | | | | | 8 | | | 3,316 | $103,327 | | | 9 | | | 6,630 | $206,591 | | Ralph M. Mesick | 7 | 5,090 | $158,604 | | | | | 8 | | | 2,545 | $79,302 | | | 9 | | | 5,090 | $158,604 | | Dayna N. Matsumoto | 1 | 351 | $10,937 | | | | | 2 | | | 264 | $8,226 | | | 3 | | | 1,052 | $32,780 | | | 4 | 998 | $31,098 | | | | | 5 | | | 375 | $11,685 | | | 6 | | | 1,496 | $46,615 | | | 7 | 3,048 | $94,976 | | | | | 8 | | | 1,524 | $47,488 | | | 9 | | | 3,048 | $94,976 | | Kisan Jo | 1 | 1,107 | $34,494 | | | | | 2 | | | 830 | $25,863 | | | 3 | | | 3,318 | $103,389 | | | 4 | 2,753 | $85,783 | | | | | 5 | | | 1,033 | $32,188 | | | 6 | | | 4,130 | $128,691 | | | 7 | 2,753 | $85,783 | | | | | 8 | | | 1,377 | $42,907 | | | 9 | | | 2,752 | $85,752 |

  140. Outstanding Equity Awards at Fiscal Year-End

    | 1. | 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 one remaining equal installment on February 15, 2026. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | 2. | Per “1” above, 50% of the remaining one-half (25%) of the grant (PSUs) cliff vests 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 threshold due to the performance metric trending below threshold. |

  142. Outstanding Equity Awards at Fiscal Year-End

    | 3. | Per “1” above, 50% of the remaining one-half (25%) of the grant (PSUs) cliff vests on February 15, 2026 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 maximum due to the performance metric trending between target and maximum. |

  143. Outstanding Equity Awards at Fiscal Year-End

    | 4. | On February 15, 2024, 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, 2026 and February 15, 2027. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | 5. | Per “4” above, 50% of the remaining one-half (25%) of the grant (PSUs) cliff vests on February 15, 2027, subject to attainment of 80% (threshold) of Board approved 3-year (2024, 2025, 2026) 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 threshold due to the performance metric trending below threshold. |

  145. Outstanding Equity Awards at Fiscal Year-End

    | 6. | Per “4” above, 50% of the remaining one-half (25%) of the grant (PSUs) cliff vests on February 15, 2027 based on Total Shareholder Return (TSR) relative to peers for the performance measurement period of February 15, 2024 to February 15, 2027. 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 maximum due to the performance metric trending between target and maximum. |

  146. Outstanding Equity Awards at Fiscal Year-End

    | 7. | On February 18, 2025, 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, 2026, February 15, 2027, and February 15, 2028. |

  147. Outstanding Equity Awards at Fiscal Year-End

    | 8. | Per “7” above, 50% of the remaining one-half (25%) of the grant (PSUs) cliff vests on February 15, 2028, subject to attainment of 80% (threshold) of Board approved 3-year (2025, 2026, 2027) average Core Return on Tangible Common Equity (ROTCE) 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 at target. |

  148. Outstanding Equity Awards at Fiscal Year-End

    | 9. | Per “7” above, 50% of the remaining one-half (25%) of the grant (PSUs) cliff vests on February 15, 2028 based on Total Shareholder Return (TSR) relative to peers for the performance measurement period of February 15, 2025 to February 15, 2028. 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 maximum due to the performance metric trending between target and maximum. |

  149. Outstanding Equity Awards at Fiscal Year-End

    | (h) and (j) | These columns represent the value of the numbers of shares listed in columns (g) and (i), respectively, based on the closing share price of $31.16 on December 31, 2025. |

  150. Options Exercised and Stock Vested

    Options Exercised and Stock Vested None of the NEOs held or exercised options in 2025. Noted below are the aggregate number of shares of Company Common Stock received pursuant to RSUs and PSUs that vested for the NEOs in 2025 and the value of such shares on the respective vesting dates.

  151. Options Exercised and Stock Vested

    | | Stock Awards | | | Executive Name | # of Shares Acquired on Vesting | Value Realized on Vesting | | Arnold D. Martines | 18,858 | $559,894 | | David S. Morimoto | 13,504 | $400,934 | | Ralph M. Mesick | 0 | $0 | | Dayna N. Matsumoto | 851 | $25,266 | | Kisan Jo | 6,205 | $184,226 |

  152. Options Exercised and Stock Vested

    | 60 | 2026 Proxy Statement |

  153. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The Bank maintains a non-qualified deferred compensation plan that allows employees (including the NEOs) with an annual base salary of $150,000 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. If a participant experiences a separation from service (other than for death), the participant is eligible to receive his or her vested balance in either a lump sum or annual installments, over a period not to exceed 15 years, as elected by the participant. In the event of separation of service due to death, the participant’s beneficiary receives the participant’s vested balance in a lump sum payment. 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 amount deferred by or for the benefit of David S. Morimoto in 2025. The other NEOs have not elected to participate in the Deferred Compensation Plan.

  154. 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 | $103,942 | $0 | $101,124 | $0 | $758,988 |

  155. Non-Qualified Deferred Compensation

    | (b) The amounts reported in this column were reported as compensation in the last completed fiscal year (2025) in the Summary Compensation Table above. |

  156. 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. |

  157. Non-Qualified Deferred Compensation

    | (f) Of the amounts reported in this column, $446,567 was previously reported as compensation in the registrant’s Summary Compensation Table for previous years. |

  158. 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, 2025, as reported by the administrator of the Plan.

  159. Non-Qualified Deferred Compensation

    | Fund Name | 2025 Rate of Return | | Fidelity VIP Government Money Market Portfolio: Initial Class | 4.13% | | Macquarie VIP High Income Series | 7.17% | | Vanguard Variable Insurance Funds - Real Estate Index Portfolio | 3.11% | | Vanguard VIF Balanced Portfolio | 16.46% | | Vanguard VIF Capital Growth Port | 28.98% | | Vanguard VIF Diversified Value Portfolio | 16.83% | | Vanguard VIF Equity Income Portfolio | 16.80% | | Vanguard VIF Equity Index Portfolio | 17.70% | | Vanguard VIF Growth Portfolio | 16.89% | | Vanguard VIF International Portfolio | 19.97% | | Vanguard VIF Mid Cap Index Portfolio | 11.54% | | Vanguard VIF Short Term Investment-Grade Portfolio | 6.85% | | Vanguard VIF Small Company Growth Portfolio | 6.11% | | Vanguard VIF Total Bond Market Index Portfolio | 6.94% | | Vanguard VIF Total Stock Market Index Portfolio | 16.93% |

  160. Non-Qualified Deferred Compensation

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  161. 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, 2025. 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.

  162. Payments Upon Termination

    Payments Upon Termination None of the NEOs is covered under an employment agreement or any other agreement that provides 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.

  163. Potential Payments Upon Change-in-Control

    Potential Payments Upon Change-in-Control As of December 31, 2025, each of the NEOs held unvested RSUs and PSUs, granted under the Company’s 2013 and 2023 Stock Compensation Plans. Under these plans, if a change-in-control occurs, the vesting of all outstanding equity awards will accelerate only for a NEO whose employment also is terminated in connection with the change-in-control, either by the Company without cause or by the NEO for good reason. For PSUs, the accelerated vesting is for the target number of shares under the award. The table below shows the amounts that each NEO would be entitled to receive upon a change-in-control occurring as of December 31, 2025, assuming: 1) a change-in-control occurs without an associated termination of employment and 2) employment is terminated in connection with a change-in-control. These values represent amounts beyond what each NEO would receive upon voluntary termination of employment as of December 31, 2025.

  164. Potential Payments Upon Change-in-Control

    | | Accelerated Vesting of Equity Awards(1) | | | | Change-in-Control | Change-in-Control with Associated Termination of Employment | | Arnold D. Martines | — | $2,408,419 | | David S. Morimoto | — | $1,371,819 | | Ralph M. Mesick | — | $317,209 | | Dayna N. Matsumoto | — | $311,444 | | Kisan Jo | — | $523,955 |

  165. Potential Payments Upon Change-in-Control

    | (1) Each of the NEOs shown here held unvested equity awards as of December 31, 2025. 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 31, 2025 of $31.16 per share. |

  166. Payments Upon Death or Disability

    | CEO PAY RATIO DISCLOSURE |

  167. Payments Upon Death or Disability

    | PAY VERSUS PERFORMANCE (PVP) |

  168. 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) | | 2025 | $2,763,135 | $3,373,555 | $1,118,505 | $1,267,314 | $205 | $126 | $77.5 | 13.6% | | 2024 | $2,106,033 | $2,659,093 | $821,723 | $1,022,289 | $184 | $124 | $53.4 | 10.3% | | 2023 | $1,737,311 | $1,585,929 | $721,171 | $671,461 | $119 | $111 | $58.7 | 12.4% | | 2022 | $2,777,600 | $1,397,507 | $1,443,519 | $1,007,177 | $116 | $115 | $73.9 | 15.5% | | 2021 | $3,488,108 | $4,857,872 | $1,441,406 | $1,660,091 | $154 | $131 | $79.9 | 14.4% |

  169. 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 2021-2025. 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.

  170. PAY VERSUS PERFORMANCE (PVP)

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  171. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board recommends the election of the 10 nominees listed below as directors, to serve a one-year term expiring at the 2027 Annual Meeting of Shareholders and until their respective successors are elected 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 Robert K.W.H. Nobriga Saedene K. Ota Diane S.L. Paloma Crystal K. Rose For more information regarding the background of each of the nominees for director, see the section titled “DIRECTOR BACKGROUND AND EXPERIENCE – DIRECTORS’ 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 10 directorships to be filled at the meeting will be filled by the 10 nominees receiving the highest number of “FOR” votes.

  172. ELECTION OF DIRECTORS

    | Proposal 1. ELECTION OF DIRECTORS | | Board Recommendation | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL 10 NOMINEES. |