James C. Polk
BANK OF HAWAIIAbout James C. Polk
James C. Polk, 58, is President and Chief Banking Officer of Bank of Hawaii Corporation. He joined BOH in 1999 and, on July 19, 2024, was promoted to President, assuming executive oversight for all revenue-generating businesses (Commercial, Wealth, Retail, Branch Banking, and Contact Center) while continuing as Chief Banking Officer . Company performance context during his leadership period includes 2024 diluted EPS of $3.46, net income of $150.0M, and total assets of $23.6B . Pay-versus-performance disclosures show 2024 ROCE of 10.85% and TSR of 92 (indexed to $100), with Net Income of $149,994,000, framing shareholder outcomes in Polk’s operating environment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of Hawaii Corporation | President; Chief Banking Officer | 2024–present | Took executive oversight for all revenue-generating businesses (Commercial, Wealth, Retail, Branch Banking, Contact Center), consolidating profit centers under one leader to drive growth and cross-sell . |
| Bank of Hawaii Corporation | Chief Banking Officer; Vice Chair | 2021–2024 (CBO); Vice Chair since 2016 | Oversaw Commercial Banking, Cash Management, Merchant Services, Wealth Management; previously led Consumer Banking, Retail Lending & Deposit Products, and West Pacific Region . |
| Bank of Hawaii Corporation | Various leadership roles | 1999–2016 | Held multiple leadership roles across Commercial, Consumer, and regional leadership, building broad bank-wide operating expertise . |
External Roles
No external public-company directorships or outside roles are disclosed in the NEO biographies reviewed in the 2025 proxy and related sections .
Fixed Compensation
- 2024 base salary actions: increased from $473,800 (effective April 1, 2024) to $570,000 upon promotion to President on July 19, 2024 .
- 2024 target annual incentive: 90% of base salary (set at promotion) .
| Item | Value |
|---|---|
| Base Salary (as of 12/31/2024) | $570,000 |
| Base Salary (effective 4/1/2024, pre-promotion) | $473,800 |
| Target Annual Incentive | 90% of salary |
| 2024 Actual STI Payout | 83% of salary = $475,000 |
Multi-year summary compensation (NEO table):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 512,650 | 500,032 | 475,000 | 66,494 | 1,554,176 |
| 2023 | 469,766 | — | 378,000 | 71,291 | 919,057 |
| 2022 | 452,789 | 4,000,014 | 630,000 | 86,904 | 5,169,707 |
Performance Compensation
Short-term incentive (STI) – 2024 design and payout:
- Scorecard metrics: profitability, asset quality, financial returns, a strategic measure, and individual performance, each weighted 20% (for CEO; same scorecard used for other NEOs with emphasis on individual contribution) .
- Polk 2024 STI payout: 83% of salary ($475,000) .
Long-term incentive (LTI):
- 2024 design: 100% performance-based performance share units (PSUs), 3-year cliff vest; metrics are ROCE (70%) and relative TSR (30%) .
- Polk grant on promotion: $500,032 grant-date fair value; 7,431 target PSUs (max 14,862); vests upon 2027 certification of performance .
Detailed incentive framework and Polk outcomes:
| Incentive | Metric | Weight | Target/Grant | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 STI | Profitability | 20% | Company scorecard | Included in 83% of salary payout | Cash, annual |
| 2024 STI | Asset quality | 20% | Company scorecard | Included in 83% of salary payout | Cash, annual |
| 2024 STI | Financial returns | 20% | Company scorecard | Included in 83% of salary payout | Cash, annual |
| 2024 STI | Strategic | 20% | Company scorecard | Included in 83% of salary payout | Cash, annual |
| 2024 STI | Individual | 20% | Company scorecard | Included in 83% of salary payout | Cash, annual |
| 2024 LTI (PSUs) | ROCE | 70% | 7,431 target PSUs (grant 7/19/24) | Earn-out per 3-year performance vs peers | Cliff vest at 2027 certification |
| 2024 LTI (PSUs) | Relative TSR | 30% | 7,431 target PSUs (same grant) | Earn-out per 3-year performance vs peers | Cliff vest at 2027 certification |
Additional 2024 context (non-quantitative achievements used within STI “other” bucket):
- Business execution highlights include commercial loan growth, stable deposits, increased fee income; strategic progress in deposit management and wealth/broker-dealer growth .
Equity Ownership & Alignment
- Beneficial ownership: 98,732 shares (includes shared voting/investment power over 31,749 family-held shares); <1% of outstanding .
- Outstanding awards (12/31/2024): performance-based restricted stock 56,441 shares vesting 3/31/2026; 7,431 PSUs (2024 grant) vesting upon 2027 certification; no stock options outstanding .
- 2024 vesting activity: 8,632 shares vested to Polk, value realized $528,689 .
- Ownership guidelines: Vice Chairs must hold 2x salary; all NEOs were in compliance as of 12/31/2024 .
- Hedging/pledging: Prohibited; no officers or directors are parties to hedging or pledging transactions .
Vesting schedules and alignment details:
| Category | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 98,732 shares; <1% of outstanding; includes 31,749 family shares with shared power |
| Unvested performance stock | 56,441 shares; vest date 3/31/2026 |
| Unvested PSUs | 7,431 target PSUs (grant 7/19/2024); vest upon 2027 certification |
| Options | None outstanding |
| 2024 stock vested | 8,632 shares; $528,689 value realized |
| Ownership guideline status | 2x salary for Vice Chairs; all NEOs satisfied guidelines as of 12/31/2024 |
| Hedging/Pledging | Prohibited by policy; none reported |
Insider transaction filings (context for potential selling pressure):
- Form 4 filed 02/27/2024 (beneficial ownership changes around vesting) .
- Form 4 sequence indicates updated holdings around 11/25/2024 consistent with proxy beneficial ownership totals .
- Market-based summaries also reference Feb 20 and Feb 23, 2024 sales for Polk (indicative of tax-withhold/related sales typical after vesting) .
Employment Terms
- No individual employment or severance agreements; executives participate in the Company’s Change-in-Control Retention Plan .
- Double-trigger CIC: benefits payable only upon termination without cause or for good reason within 24 months of a change-in-control .
- Economics for Vice Chair-and-above (applicable to Polk):
- Severance: 2x Highest Base Salary + 2x (Target Bonus % × Highest Base Salary), payable post-termination .
- Non-compete payment: additional 1x (Highest Base Salary + Target Bonus % × Highest Base Salary) if 12-month non-compete and other restrictions are honored .
- Health benefits: 3× annual COBRA premiums (cash equivalent) .
- Outplacement: up to $20,000 (inflation-adjusted) .
- Relocation reimbursement: up to $150,000 real estate + $50,000 other moving expenses .
- Equity: double-trigger acceleration upon CIC; EIP proration per plan .
Change-in-control payout illustration (as of 12/31/2024) for Polk:
| Component | Amount ($) |
|---|---|
| Base Salary and Bonus Payment | 1,800,440 |
| Executive Incentive Plan Payment | 852,840 |
| Health Benefits | 41,805 |
| Outplacement | 30,590 |
| Relocation Payment | 150,000 |
| Acceleration of Restricted Stock | 4,550,241 |
| Non-competition Payment | 900,220 |
| Total | 8,326,136 |
Clawback; tax/gross-up; repricing:
- NYSE-compliant clawback policy for erroneously awarded incentive compensation; SOX 10D-1 compliance .
- No excise tax gross-ups; plan caps to avoid Excise Tax .
- Equity plans include no repricing without shareholder approval; minimum one-year vesting (limited exceptions) .
Performance & Track Record (Company-level context during Polk’s leadership)
| Metric (FY) | 2024 |
|---|---|
| Diluted EPS ($) | 3.46 |
| Net Income ($) | 149,994,000 |
| ROCE (%) | 10.85% |
| TSR (Indexed to $100) | 92 (Company), 114 (Peer group) |
Narrative business execution under Polk’s remit in 2024 included quality commercial loan growth, stable deposits, and increased fee income, alongside strategic advances in deposit management and wealth/broker-dealer growth .
Compensation Committee Analysis (Program design, peer benchmarking, investor feedback)
- 2024 redesign: eliminated P/B overlap; introduced balanced STI scorecard and LTI mix of ROCE (70%) and TSR (30%); 100% performance-based STI and LTI (no time-vested RSUs) .
- Peer benchmarking: Committee references a bank peer group and the S&P Supercomposite Regional Bank Index (ex >$50B assets) for performance and market pay context; considers median levels when determining target pay (does not rigidly target a percentile) .
- Say-on-Pay results improved to 94% in 2024 (vs 74% in 2023 and 80% in 2022), reflecting positive investor reception to program changes .
Say-on-Pay history:
| Year | Approval (%) |
|---|---|
| 2024 | 94% |
| 2023 | 74% |
| 2022 | 80% |
Risk Indicators & Red Flags
- Anti-hedging/anti-pledging policy (good governance, alignment) .
- No tax gross-ups under CIC plan; benefits limited to avoid Excise Tax (shareholder-friendly) .
- No option repricing; minimum vesting periods; independent consultant oversight .
- Related-party transactions disclosed at the director level (not Polk-specific); reviewed under established policies .
Equity Ownership & Incentive Mix (Pay-for-Performance Alignment)
- High at-risk pay: STI and LTI both 100% performance-based; Polk’s LTI entirely PSUs aligned with ROCE/TSR; vesting over three years .
- Ownership guidelines and no-hedge/pledge policy reinforce long-term alignment .
Work History & Career Trajectory
- 25-year BOH veteran with breadth across Commercial, Consumer, Retail products, and regional leadership; Vice Chair since 2016; Chief Banking Officer in 2021; promoted to President in 2024 .
Employment Terms (Covenants)
- Non-compete and non-solicitation restrictions apply for 12 months post-termination under CIC plan in exchange for the non-compete payment .
Investment Implications
- Alignment: Polk’s incentives are tightly tied to profitability/returns (STI) and multi-year ROCE/TSR (LTI), with substantial unvested performance equity (56,441 performance stock vesting 2026; 7,431 target PSUs vesting 2027), which increases retention and reduces near-term selling pressure beyond tax-related Form 4 activity .
- Retention/CIC: Double-trigger CIC with 2x severance and additional 1x non-compete payment plus equity acceleration creates strong retention pre-CIC and predictable economics in a sale scenario .
- Governance: No hedging/pledging, no gross-ups, no repricing, and strong say-on-pay momentum (94%) reduce governance risk and suggest investor alignment with the current pay model .
- Execution risk: Company PVP shows below-peer TSR in 2024 (company 92 vs peer 114), but ROCE and net income remain solid; Polk’s mandate consolidating all revenue businesses gives a single point of accountability for revenue growth and margin improvement—monitor future STI/LTI outcomes vs targets for confirmation .
