Elliot K. Mills
BANK OF HAWAIIAbout Elliot K. Mills
Elliot K. Mills (age 55) is an independent director of Bank of Hawaii Corporation, first elected in 2021, and currently serves as Vice President of Hotel Operations for Disneyland Resort and Aulani, A Disney Resort & Spa (since December 2016). He holds a business administration degree with an emphasis in travel industry management from the University of Hawai‘i at Mānoa and completed the Cornell Hospitality Management General Managers Program; he brings expertise in finance, retail, tourism, education, community engagement, the Hawai‘i market, and risk management. The Board has affirmatively determined that he is independent under NYSE rules; non‑management directors met in executive session seven times in 2024 .
Years on BOH Board: 3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Disneyland Resort & Aulani, A Disney Resort & Spa | Vice President of Hotel Operations | Dec 2016–present | Oversight of Anaheim hotels and Aulani; advanced Hawaiian culture and values in guest experience |
| Outrigger Hotels & Resorts (O‘ahu) | General Manager | Not disclosed (prior to Disney) | Operations leadership |
| Kaua‘i Marriott Resort | General Manager | Not disclosed (prior to Disney) | Operations leadership |
| Hyatt, Marriott (various Hawai‘i islands) | Executive and resort management positions | Not disclosed (prior to Disney) | Multi‑property operations; tourism market expertise |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Kamehameha Schools | Chairman of the Board | Non‑profit/educational | Current chair |
| Hawai‘i Visitors and Convention Bureau | Chairman of the Board | Non‑profit | Current chair; tourism ecosystem leadership |
| Hawai‘i Medical Service Association | Director | Non‑profit/healthcare | Board member |
| Hawai‘i Community Foundation | Director | Non‑profit | Board member |
| Other public company directorships (past 5 years) | None | — | No public interlocks disclosed |
Board Governance
- Committees: Human Resources & Compensation Committee (member); Nominating & Corporate Governance Committee (member); Digital Advisory Committee (member) .
- Independence: Determined independent; Audit, HRC, and NCGC are composed entirely of independent directors .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors met in executive session seven times in 2024; Lead Independent Director is Raymond P. Vara, Jr. (appointed April 2024) and chairs NCGC .
- Committee activity levels (2024): HRC held 9 meetings; NCGC held 8; Audit & Risk held 18 (pre‑split to separate Audit and Risk Management Committees in Jan 2025) .
Fixed Compensation
| Component | Policy Rate | Notes |
|---|---|---|
| Annual Board cash retainer | $55,000 | Effective April 26, 2024; unchanged from 2023 |
| HRC member annual retainer | $12,000 | Chair: $24,000 |
| NCGC member annual retainer | $10,000 | Chair: $20,000 |
| DAC member annual retainer | $10,000 | Chair: $20,000 |
| FIMC member annual retainer | $10,000 | Chair: $20,000 |
| Balance Sheet Committee meeting fee | $500 per meeting; chair $750 | Mills is not listed as BSC member |
| Continental U.S. travel stipend | $5,000 annually | For directors residing principally on the continental U.S. |
| Elliot K. Mills – 2024 Director Cash Fees | Amount |
|---|---|
| Fees Earned or Paid in Cash | $87,000 |
Composition reflects Board and committee retainers (DAC/HRC/NCGC); issuer does not disclose a per‑director breakdown by component .
Performance Compensation
| Equity Instrument | Grant Date | Shares Granted | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | Apr 26, 2024 | 1,109 | $65,020 (at $58.63 close) | 100% vests Apr 18, 2025 | Standard annual director equity grant |
| Stock Options | — | 0 | — | — | No option awards outstanding for directors as of Dec 31, 2024 |
- Clawback/hedging/pledging: Company maintains a clawback policy; hedging and pledging of company stock are prohibited for directors and employees .
- 2025 Director Stock Compensation Plan: Proposal 3 seeks shareholder approval of BOH’s 2025 Director Stock Compensation Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (last 5 years) | None |
| Compensation committee interlocks | No HRC member (including Mills) had relationships requiring disclosure under “Certain Relationships and Related Party Transactions” in 2024 |
| Independence safeguards | Ordinary‑course banking relationships permitted under categorical standards if compliant with Regulation O and without unfavorable features |
Expertise & Qualifications
- Skills: Finance, Retail, Tourism, Education, Community, Hawai‘i Market, Risk Management .
- Sector experience: 25+ years in resort management across O‘ahu, Kaua‘i, Maui; current oversight of Anaheim hotels and Aulani operations .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 3,192 |
| Right to acquire within 60 days (restricted stock vest) | 1,109 |
| Total beneficial ownership | 4,301 |
| Percent of shares outstanding | Less than 1% (asterisk per table) |
| Unvested restricted shares outstanding (as of Dec 31, 2024) | 1,109 |
| Options outstanding | 0 |
| Director Deferred Compensation Plan holdings | 605 shares attributed to Mills |
| Stock ownership guidelines | 5x annual cash retainer; 10 of 11 non‑management directors satisfied as of Jan 31, 2025 (names not specified) |
| Hedging/pledging | Prohibited by Securities Trading Policy |
Governance Assessment
- Board effectiveness: Mills contributes sector‑specific tourism and Hawai‘i market expertise, and serves on HRC and NCGC—two core governance committees—supporting compensation oversight and director selection/refreshment .
- Independence and conflicts: Affirmed independent; HRC members had no related‑party relationships requiring disclosure in 2024; categorical standards restrict conflicted relationships and require arms‑length terms for permissible banking relationships .
- Attendance and engagement: Board met 13 times; each director attended ≥75% of Board and committee meetings; seven executive sessions signal robust independent oversight .
- Alignment: Annual equity grants and stringent ownership guidelines (5x cash retainer) promote director‑shareholder alignment; hedging/pledging prohibition is investor‑friendly .
- Shareholder confidence signal: Say‑on‑Pay support improved to 94% in 2024 after program redesign—positive governance sentiment, albeit executive‑focused .
Red Flags: None identified in proxy for Mills—no related‑party transactions, no hedging/pledging, and attendance thresholds met .
