Alicia E. Moy

About Alicia E. Moy

Alicia E. Moy (age 47) has served on Bank of Hawaii Corporation’s Board since 2017 and is an independent director with deep energy sector operating experience and finance credentials. She has been President and CEO of Hawai‘i Gas since May 2013 and previously was Senior Vice President at Macquarie Infrastructure and Real Assets (MIRA) (2001–2013). She holds a bachelor’s degree in finance and marketing from the University of Miami and a master’s degree in finance from INSEAD .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Moy is “independent” under NYSE rules; she is one of 11 independent nominees, and all key committees are composed entirely of independent directors .
• Committee assignments and chair roles:
  • 2025 (post-split): Audit Committee (member), Risk Management Committee (Chair), Balance Sheet Committee (member), Fiduciary & Investment Management Committee (member) .
  • 2024: Audit & Risk Committee (member), Balance Sheet Committee (member), Fiduciary & Investment Management Committee (member), Nominating & Corporate Governance Committee (member) .
• Financial/Risk expertise: Designated an “audit committee financial expert” under Sarbanes-Oxley; Board affirmed financial literacy and related management expertise for all Audit Committee members .
• Attendance and engagement:
  • Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
  • Non-management directors met in executive session 7 times in 2024; Lead Independent Director (Raymond P. Vara, Jr.) chairs NCGC and executive sessions .

2024 Committee Meeting Cadence

Fixed Compensation

• Standard director cash retainers (effective April 26, 2024): Board $55,000; Lead Independent Director $35,000; NCGC member $10,000 (Chair $20,000); Audit & Risk member $17,000 (Chair $30,000); HRC member $12,000 (Chair $24,000). Digital Advisory Committee (DAC) member $10,000 (Chair $20,000). Fiduciary & Investment Management Committee (FIMC) member $10,000 (Chair $20,000). Balance Sheet Committee (BSC) meeting fees: members $500, chair $750. Directors residing on the continental U.S. receive an additional $5,000 annually for travel time .
• Post-split (Jan 2025): Audit Committee and Risk Management Committee formed; retainers “to be determined” as of proxy filing .

Alicia E. Moy – Director Compensation (Cash and Equity)

Performance Compensation

• Director equity awards are time-based restricted stock under the Director Stock Plan; no performance-linked metrics apply to directors’ equity awards .

Annual Director Equity Grants

• 2025 Director Stock Compensation Plan: pending shareholder approval; provides stock options, restricted stock, RSUs; initial reserve equals remaining 2015 Plan shares plus 60,000 new shares; term to 2035; permits dividend equivalents; adjustment for capital events; Board-administered .

Other Directorships & Interlocks

• Public company directorships (last 5 years): Count 1; proxy does not specify the issuer, limiting interlock analysis detail .
• Non-profit/industry boards: Western Energy Institute; The Nature Conservancy of Hawai‘i; advisory roles with Women in Renewable Energy and Holomua Collective .

Expertise & Qualifications

• Skills: Finance, international experience, community engagement, Hawai‘i market knowledge, energy, CEO experience .
• Education: B.S. in finance and marketing (University of Miami); MFin (INSEAD) .

Equity Ownership

Governance Assessment

• Strengths:

  • Chair of newly formed Risk Management Committee, signaling enhanced board oversight depth on enterprise risk; Audit Committee financial expert designation supports effective financial controls oversight .
  • Independent status; service on Audit and Fiduciary committees aligns with professional background in utilities and finance .
  • Director equity aligns interests (restricted stock grants); robust stock ownership guidelines promote skin-in-the-game; anti-hedging/pledging policy strengthens alignment .
  • Board process improvements: split of Audit & Risk into separate Audit and RMC; frequent executive sessions (7 in 2024) .

• Potential concerns/monitoring points:

  • External CEO role at Hawai‘i Gas increases time commitments; however, attendance threshold met (≥75%) and no related-party transactions disclosed for Moy; independence affirmed under categorical standards (ordinary-course banking relationships do not disqualify independence) .
  • “Other public directorships” count noted (1) without issuer specifics; monitor for possible future interlocks with BOH counterparties/competitors if named later .

• Compensation structure:

  • Balanced cash retainer plus time-based equity; no director options outstanding and no director option grants in 2024; equity vesting terms are straightforward, reducing incentive for short-termism .

• Shareholder sentiment:

  • Say-on-pay (executive compensation) support rose to 94% in 2024 after program redesign; indicative of broader governance confidence, though focused on NEOs rather than directors .

RED FLAGS to watch:

• Any future related-party transactions tied to external roles (e.g., utility procurement or financing) requiring Audit Committee review; none disclosed for Moy in 2024/2025 proxies .
• Slippage in meeting attendance or committee participation given dual responsibilities; current proxy indicates compliance with attendance standards .
• Emergence of pledging/hedging or dilutionary director equity practices; current policies prohibit such practices .