Dana M. Tokioka
BANK OF HAWAIIAbout Dana M. Tokioka
Independent director of Bank of Hawaii Corporation since 2020; age 54. Vice President of Special Projects at Atlas Insurance Agency with prior experience in corporate/real estate law and Booz Allen Hamilton. Education: BA (cum laude) Tufts; MBA (Georgetown McDonough); JD (Georgetown Law). Core credentials: finance/technology/risk management expertise in the Hawai‘i market; designated independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Insurance Agency | Vice President, Special Projects | Not disclosed | Led IT initiatives, built financial reporting metrics, and engineered risk programs for financial institutions and other enterprises. |
| California law practice | Attorney (real estate and corporate law) | Not disclosed | Negotiated software/hardware/consulting agreements; due diligence for financings and M&A for technology companies. |
| Booz Allen Hamilton | Economic Business Analyst | Not disclosed | Economic/cost analysis for IT systems; programmatic assessments for the U.S. Army. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Tradewind Capital Group | Former Director | Prior | Hawai‘i-based investment firm (real estate/private equity). |
| IC International | Former Board Member | Prior | Surplus lines insurance broker. |
| Tradewind Group Foundation | President | Current | Supports 120+ nonprofits annually. |
| Pacific Asian Center for Entrepreneurship (UH Mānoa) | Board | Current | University-affiliated entrepreneurship center. |
| Hawai‘i Public Radio | Board | Current | Non-profit media. |
| YWCA Honolulu | Former Chair, Board of Directors | Prior | Community leadership role. |
| Hawaii Theatre; Hawaii Imin Shiryo Hozon Kai | Former Board Member | Prior | Cultural/nonprofit governance. |
| Island Insurance Foundation; Atlas Insurance Agency Foundation | President (add’l 2024 disclosure) | Not specified | Additional foundation leadership disclosed in 2024 proxy. |
Board Governance
- Independence and roles: Independent director; current BOH committees: Digital Advisory Committee (DAC) and Fiduciary & Investment Management Committee (FIMC). No public-company directorships in last 5 years.
- Board structure: Audit & Risk Committee split in Jan 2025 into a separate Audit Committee (AC) and Risk Management Committee (RMC) to increase focus; Tokioka is not listed on AC or RMC. Lead Independent Director: Raymond P. Vara, Jr. (appointed April 2024).
- Attendance and engagement: Board met 13 times in 2024; all directors attended ≥75% of board and committee meetings; non‑management directors met in seven executive sessions; all then-sitting directors attended the 2024 Annual Meeting.
- Director election results (support levels strong):
| Year | For | Against | Abstain |
|---|---|---|---|
| 2025 | 26,944,528 | 164,633 | 412,015 |
| 2024 | 25,572,697 | 151,017 | 468,518 |
Fixed Compensation
- Structure (effective April 26, 2024): Board annual cash retainer $55,000; DAC member retainer $10,000; FIMC member retainer $10,000. Directors residing on the U.S. continent receive an additional $5,000 travel-time stipend (if applicable).
- 2024 cash actually paid (per Director Compensation Table): $75,000 fees for Tokioka; she elected to defer all 2024 committee retainer fees via Directors’ Deferred Compensation Plan.
| Cash Components (2024) | Amount |
|---|---|
| Board retainer | $55,000 |
| DAC retainer | $10,000 |
| FIMC retainer | $10,000 |
| Total fees earned (matches table) | $75,000 |
| Deferral election (committee retainers) | Elected |
Performance Compensation
- Annual equity for non-employee directors: Grant-date value $65,000; in 2024 each director received 1,109 restricted shares on April 26, 2024 (fair value $65,020 based on $58.63 share price) vesting April 18, 2025; no options or RSUs granted to directors in 2024.
- 2025 director equity plan: Shareholders approved the 2025 Director Stock Compensation Plan at the April 25, 2025 annual meeting, continuing $65,000 service‑based restricted stock grants; the plan allows nonqualified options, restricted stock and RSUs for non-employee directors (administered by the Board).
| Director Equity Details (2024) | Value/Units | Key Dates/Terms |
|---|---|---|
| Restricted stock grant | 1,109 shares | Granted 4/26/2024; vests 4/18/2025; service-based; grant value $65,020; dividends permitted per plan; no options granted. |
Other Directorships & Interlocks
- Public companies: None (last 5 years).
- Non-profit/academic roles: See External Roles table above.
- Interlocks/overlaps: Board committees do not indicate compensation committee interlocks involving Tokioka; 2024 HRC interlocks section reported no such relationships among HRC members (Tokioka is not on HRC).
Expertise & Qualifications
- Skills matrix: Finance; Technology; Community; Hawai‘i Market; Risk Management.
- Education: BA (Tufts, cum laude), MBA (Georgetown McDonough), JD (Georgetown Law).
Equity Ownership
| Ownership (Record date Feb 28, 2025) | Shares |
|---|---|
| Beneficially owned | 4,427 |
| Right to acquire within 60 days (director stock program) | 1,109 |
| Total beneficial ownership | 5,536 (<1% of outstanding) |
| Shares outstanding (common) | 39,786,931 |
- Director stock ownership guideline: 5x annual cash retainer ($275,000 equivalent) with five years to comply; as of Jan 31, 2025, 10 of 11 non‑management directors met guidelines (individual compliance not specified).
- Hedging/pledging: Prohibited for directors; no officers or directors are party to hedging or pledging transactions.
Related-Party and Conflict Review
- Related‑party transaction: BOH paid Atlas Insurance Agency (where Tokioka is a vice president) $507,224.85 in 2024 for brokerage services (professional liability, property/casualty, other insurance). Disclosed as ordinary course on comparable terms; Board maintains categorical independence standards and still designates Tokioka as independent.
RED FLAG: Vendor relationship with Atlas Insurance Agency (Tokioka executive) warrants continued monitoring of independence and Audit Committee oversight of related‑party transactions.
Director Compensation Summary (2024)
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $75,000 |
| Stock awards (restricted stock) | $65,020 |
| Options | $0 (none granted) |
| Total | $140,020 |
Say‑on‑Pay & Shareholder Feedback (Governance Signal)
- Say‑on‑pay support improved to 94% in 2024 (from 74% in 2023; 80% in 2022) after redesign of executive pay metrics and reduced LTI grant levels; outreach covered top holders.
Governance Assessment
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Strengths:
- Independent status; strong functional expertise in IT, finance, and risk aligned to BOH’s strategy; service on DAC and FIMC indicates engagement on digital and fiduciary risk topics.
- Solid attendance and engagement record at the board level (≥75% and annual meeting attendance) and robust executive-session cadence.
- Director pay structure balanced (cash + service‑based equity), with director ownership culture (5x retainer) and prohibitions on hedging/pledging.
- Strong shareholder support in director elections across 2024–2025.
-
Watch items / potential conflicts:
- Related‑party insurance brokerage fees to Atlas Insurance Agency (where Tokioka is an executive) are material enough to disclose; independence preserved per Board standards but should remain under Audit Committee scrutiny.
-
Alignment:
- Holds BOH shares and annual restricted stock grants (service‑based); board-wide guideline of 5x retainer encourages “skin-in-the-game” (individual compliance status not disclosed).
-
Board effectiveness context:
- Governance enhancements include splitting Audit & Risk into distinct AC and RMC in 2025, indicating greater oversight focus—an investor‑friendly signal.
