Joshua D. Feldman
BANK OF HAWAIIAbout Joshua D. Feldman
Independent director of Bank of Hawaii Corporation; age 52; first elected in 2019, serving ~6 years through the 2025 proxy. President & CEO of Tori Richard, Ltd. (Honolulu-based apparel manufacturer/retailer) since 2004; began career in 1994. Core credentials include retail operating leadership, Hawai‘i market knowledge, and CEO experience; designated as independent under NYSE rules. Committee assignments: Human Resources & Compensation (HRC), Digital Advisory Committee (DAC), and Risk Management Committee (RMC; formed Jan 2025). Attendance: each director attended ≥75% of Board and committee meetings in 2024; Board met 13 times, with 7 executive sessions of non-management directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tori Richard, Ltd. | President & CEO | 2004–present | Created retail division TR Retail LLC; relaunched women’s division; acquired Kahala Sportswear; formed uniform JV; expanded mainland/foreign sales >600%; 21 company-owned stores in Hawai‘i. |
| Tori Richard, Ltd. | Various leadership roles | 1994–2004 | Progression leading to CEO appointment (2004). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honolulu Museum of Art | Chairman of the Board of Trustees | Current | Cultural institution leadership. |
| Bikeshare Hawai‘i | Director | Current | Mobility nonprofit governance. |
| Hawai‘i Public Radio | Board member | Prior | Community service. |
| Young Presidents’ Organization | Board member | Prior | Executive network leadership. |
Board Governance
- Independence: Board determined Feldman is independent; all HRC, Audit, and NCGC members are independent.
- Committee memberships (current structure as of Jan 24, 2025): HRC, DAC, RMC; not a chair.
- Attendance/Engagement: Board met 13 times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 AGM. Executive sessions: 7 for non-management directors in 2024.
- Lead Independent Director: Raymond P. Vara, Jr. (appointed April 2024); chairs NCGC and presides over executive sessions.
- Voting mandate: Majority voting in uncontested elections; Feldman re-elected with 27,025,038 votes for vs. 108,658 against (2025 AGM).
- HRC interlocks: No HRC interlocks or related-party relationships requiring disclosure for Feldman and other HRC members in 2024.
Fixed Compensation
| Component (FY 2024 unless noted) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $55,000 | Effective Apr 26, 2024. |
| HRC committee member retainer | $12,000 | 2024 levels. |
| DAC committee member retainer | $10,000 | 2024 levels. |
| RMC (formed Jan 2025) member retainer | TBD | New in 2025; rates to be determined. |
| Feldman — Fees Earned or Paid in Cash (FY 2024) | $87,000 | Reflects board and applicable committee fees. |
| Travel stipend (for continental U.S. residents) | $5,000 | If applicable; reimbursed travel expenses. |
Compensation mix (FY 2024): Cash $87,000 vs. equity grant fair value $65,020; cash ~57%, equity ~43%.
Performance Compensation
| Equity Grant Detail (FY 2024) | Value/Units | Vesting / Terms |
|---|---|---|
| Restricted stock award (grant 4/26/2024) | 1,109 shares; grant-date fair value $65,020 | 100% vest on 4/18/2025; service-based vesting. |
| 2025 Director Stock Compensation Plan (approved 4/25/2025) | Plan permits stock options (non-ISO), restricted stock, RSUs, dividends/equivalents to non-employee directors | Form of restricted stock award agreement adopted 4/24/2025; service objectives, change-in-control acceleration, death/disability provisions; transfer/forfeiture restrictions. |
- No option awards were granted to directors in 2024.
- No director performance metrics (e.g., TSR, EBITDA) tied to director equity are disclosed; director grants are service-based.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company directorships (last 5 years) | None for Feldman. |
| Committee/chair roles at other public companies | Not applicable. |
| Shared directorships with BOH customers/suppliers/competitors | Not disclosed; none indicated. |
| HRC interlocks | None in 2024. |
Expertise & Qualifications
- Skills matrix: Retail, International Experience, Community, Hawai‘i Market, CEO Experience.
- Education: Magna cum laude bachelor’s degree, University of California, San Diego.
- Operating achievements: Retail division creation; relaunch of women’s; acquisition of Kahala Sportswear; bundled uniform JV; >600% growth in mainland/foreign sales; 21 stores in Hawai‘i; products sold in 1,500+ specialty/department stores worldwide.
Equity Ownership
| As of Feb 28, 2025 | Shares | Notes |
|---|---|---|
| Beneficially owned (direct + restricted under Director Stock Program) | 5,987 | Includes restricted shares per program. |
| Right to acquire within 60 days | 1,109 | Director Stock Program distribution within 60 days. |
| Total | 7,096 | Less than 1% of outstanding (star in proxy). |
| Shares outstanding (common) | 39,786,931 | Record date for 2025 AGM. |
| Derived % of outstanding | ~0.018% | Computed from 7,096 / 39,786,931; proxy indicates “<1%”. |
- Director ownership guideline: Minimum 5× annual cash retainer; 10 of 11 non-management directors met guideline as of Jan 31, 2025; remaining director expected to comply within 5 years.
- Anti-hedging/anti-pledging: Policy prohibits hedging and pledging; no officers or directors party to such transactions.
Governance Assessment
- Board effectiveness: Feldman adds local-market retail operating insight and CEO perspective, complementing BOH’s consumer/regional franchise. Independent, active on HRC (pay/design oversight), DAC (digital transformation), and newly formed RMC (risk oversight).
- Alignment: Material equity retainer via annual restricted stock; director ownership guideline (5× cash retainer) with broad compliance; anti-hedging/pledging supports alignment.
- Engagement: Board met 13 times; ≥75% attendance; 7 executive sessions; majority voting with strong re-election support.
- Compensation structure: Director pay balanced between cash and service-based equity; no options or performance-based metrics for directors in 2024; new 2025 plan adds flexibility (options/RSUs), warranting monitoring for pay inflation or shifts in risk profile.
- Conflicts/related-party: HRC interlocks explicitly none; Company policies and Audit Committee oversight for related-party transactions; ordinary-course dealings with directors may occur under Regulation O terms. No Feldman-specific related-party transactions disclosed.
- Say-on-Pay signals: Shareholder support improved to 94% in 2024 (vs. 74% in 2023; 80% in 2022) after program redesign—indicates responsiveness of HRC (Feldman member) to investor feedback.
- RED FLAGS: None disclosed specific to Feldman. Monitor future disclosures for (i) any BOH banking/credit dealings with Tori Richard or affiliated entities, (ii) potential expansion of director option grants under 2025 Plan, and (iii) ownership guideline compliance status if not yet met.
Director Compensation (Feldman) — FY 2024
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $87,000 |
| Stock Awards ($) | $65,020 |
| Option Awards ($) | $0 |
| Total ($) | $152,020 |
| Annual director grant shares | 1,109 |
| Vesting date (grant 4/26/2024) | 4/18/2025 |
Committee Participation (Feldman)
| Committee | 2024 Meetings | Role |
|---|---|---|
| Human Resources & Compensation | 9 | Member (independent) |
| Digital Advisory Committee | Retainer $10,000; Chair $20,000 (2024 rates) | Member |
| Risk Management Committee | Formed Jan 2025; retainers TBD | Member |
Related Policy Highlights
- Clawback policy (Executives): Recovery of incentive-based comp upon restatement as required by Section 10D-1 and NYSE rules.
- Governance practices: Majority voting, director resignation policy, regular executive sessions, committee independence, annual evaluations.
Other Notes
- 2025 AGM outcomes: Director re-elections; approval of Director Stock Compensation Plan; Say-on-Pay advisory support; auditor ratification.
