Kent T. Lucien

About Kent T. Lucien

Independent director of Bank of Hawaii Corporation since 2006; age 71. Former Vice Chair and Chief Financial Officer (2008–2017) and Vice Chair & Chief Strategy Officer (2017–April 2020), with prior executive roles at C. Brewer & Co. Ltd.; previously with PwC, CPA (inactive). Education: BA, Occidental College; MBA, Stanford University. Currently independent under NYSE rules; skills include finance, banking, Hawai‘i market and CEO experience .

Past Roles

External Roles

Board Governance

• Independence: Classified independent; board majority independent; NYSE categorical standards applied. Independence maintained despite prior executive service, consistent with governance guidelines .
• Committee memberships (current): Balance Sheet Committee (BSC), Digital Advisory Committee (DAC), Fiduciary & Investment Management Committee (FIMC) .
• Committee memberships (2024): Audit & Risk Committee (ARC), BSC, DAC, FIMC, Nominating & Corporate Governance Committee (NCGC) .
• Attendance: Board met 13 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; non-management directors met in seven executive sessions .
• Chair roles: None (AC Chair Erickson; HRC Chair Wo; NCGC Chair Vara in 2025) .

Committee Assignment Shift

Fixed Compensation

• Retainer structure (unchanged across 2023–2024, continued in 2025):

  • Board annual retainer: $55,000
  • Lead Independent Director: $35,000
  • NCGC member/chair: $10,000 / $20,000
  • Audit & Risk Committee (pre-2025) member/chair: $17,000 / $30,000
  • Human Resources & Compensation member/chair: $12,000 / $24,000
  • DAC member/chair: $10,000 / $20,000
  • FIMC member/chair: $10,000 / $20,000
  • BSC meeting fees: $500 member; $750 chair
  • Continental US travel stipend: $5,000 (policy)

• Director cash compensation for Kent T. Lucien (last three years): | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Fees Earned or Paid in Cash ($) | $80,750 | $102,250 | $90,250 | | Deferral Election (fees) | Deferred all fees | Deferred all fees | Deferred all fees |

Performance Compensation

• Equity awards under Director Stock Plan (restricted common stock; time-based vest; no options granted): | Grant Year | Shares Granted | Fair Value ($) | Vest Date | |---|---|---|---| | 2022 | 875 | $65,047 | Apr 21, 2023 | | 2023 | 1,342 | $64,993 | Apr 19, 2024 | | 2024 | 1,109 | $65,020 | Apr 18, 2025 |

• Director equity program: annual value ~$65,000 in restricted stock; no options/RSUs to directors in 2024–2023–2022 .

• Metrics: Director equity not performance-based; single-year vesting; no STI/LTI metrics apply to directors’ compensation plans .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior finance and accounting executive; former CFO and CSO of BOH; deep Hawai‘i market knowledge; CPA (inactive) .
• Skills: Finance, Banking, Community, Hawai‘i Market, CEO experience .

Equity Ownership

Governance Assessment

• Strengths and alignment:
  • Long tenure and deep institutional knowledge; prior CFO/CSO experience enhances financial oversight and strategy insights .
  • Independent director with no public-company interlocks; no related-party transactions disclosed involving Lucien in 2024–2025 .
  • Strong ownership alignment via recurring restricted stock grants and board-level ownership guidelines; no pledging/hedging permitted .
• Committee effectiveness:
  • Active roles on BSC (liquidity/capital oversight), DAC (digital innovation) and FIMC (fiduciary oversight) align with his finance/strategy background .
  • 2025 transition off the newly split Audit Committee/Risk Management Committee reduces direct audit/risk-oversight involvement versus 2024 ARC membership; however, BSC/FIMC continue risk oversight in their domains .
• Attendance and engagement:
  • Met or exceeded 75% attendance; Board held 13 meetings; robust executive session cadence (seven sessions for non-management directors in 2024) .
• Compensation:
  • Conservative director pay structure (cash retainers + ~$65k restricted stock); Lucien consistently defers cash fees—signal of long-term alignment .
• RED FLAGS:
  • None disclosed specific to Lucien: no RPTs, no pledging/hedging, no public interlocks; independence affirmed .

Appendix: Director Compensation Mix for Kent T. Lucien