Michelle E. Hulst
BANK OF HAWAIIAbout Michelle E. Hulst
Independent director at Bank of Hawaii Corporation; age 51; director since 2019. She is President of GumGum, leading global advertising and the worldwide adoption of its digital advertising platform (appointed September 2023) . Prior roles include Executive Vice President, Global Data & Strategy, COO and Chief Data Officer at The Trade Desk (July 2020–July 2022), Group VP of Marketing & Strategic Partnerships at Oracle Data Cloud (2015–2020), and Senior VP of Strategic Partnerships & Business Development at Datalogix (2006–2015), with earlier roles at Entertainment Publications (IAC) . Education: BA in organizational psychology (University of Michigan) and MBA in strategy, marketing and entrepreneurship (Northwestern University Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Trade Desk, Inc. | EVP Global Data & Strategy; COO; Chief Data Officer | Jul 2020–Jul 2022 | Oversaw operations, client services, data partnerships, and rapid geographic expansion |
| Oracle Data Cloud | Group VP, Marketing & Strategic Partnerships | 2015–2020 | Led business/data partnerships |
| Datalogix Inc. | SVP Strategic Partnerships & Business Development | 2006–2015 | Led global deal execution with Facebook, Twitter, and Google; member of executive team that led sale to Oracle |
| Entertainment Publications (IAC) | Vice President (various roles) | Prior to 2006 | Marketing and business roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GumGum | President | Sep 2023–present | Leads global advertising business and platform adoption |
| Ad Council | Board member | Not specified | Nonprofit driving pro bono efforts of advertising/media/tech industries |
| Makers | Board member | Not specified | Organization advancing women in the workplace |
Board Governance
- Independence: The Board determined Ms. Hulst is independent under NYSE and company standards; one of 11 independent nominees .
- Committee assignments (current): Human Resources & Compensation (member), Nominating & Corporate Governance (member); also serves on the Digital Advisory Committee .
- Chair roles: None (HRC chaired by Robert W. Wo; NCGC chaired by Lead Independent Director Raymond P. Vara, Jr.) .
- Attendance and engagement: Board met 13 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors met seven times in executive session in 2024; Lead Independent Director coordinates these sessions .
- Anti-hedging/pledging: Company policy prohibits directors and employees from hedging or pledging BOH stock, including margin accounts .
- Ownership guidelines: Directors must own ≥5x annual cash retainer in BOH stock; 10 of 11 non-management directors had satisfied guidelines as of Jan 31, 2025 (remaining director expected to comply within 5 years) .
Committee Detail (2024 Activity)
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Human Resources & Compensation | Member | 9 | Oversees exec/dir compensation, incentive plans, succession |
| Nominating & Corporate Governance | Member | 8 | Oversees director qualifications, independence, evaluations |
| Digital Advisory Committee | Member | Not disclosed | Annual retainer structure specified below |
Fixed Compensation
- 2024 cash fees earned: $92,000; Ms. Hulst elected to defer all 2024 fees under the Directors’ Deferred Compensation Plan .
- Retainer schedule (effective Apr 26, 2024; unchanged vs. 2023): Board annual retainer $55,000; HRC member $12,000; NCGC member $10,000; DAC member $10,000. Chairs: HRC $24,000; NCGC $20,000. Audit & Risk Committee member $17,000; chair $30,000 (committee split into AC and RMC in Jan 2025; new AC/RMC retainers TBD). Balance Sheet Committee pays $500 per meeting ($750 for chair). Continental U.S.-based directors receive additional $5,000 annually for travel time .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $92,000 |
| Stock Awards (grant-date fair value) | $65,020 |
| Option Awards | $0 (none granted) |
| Total | $157,020 |
Performance Compensation
- Equity structure: Under the 2015 Director Stock Compensation Plan, non-employee directors received annual equity valued at $65,000; in 2024 each grant was 1,109 restricted shares at $58.63 per share (fair value $65,020) granted on Apr 26, 2024, vesting Apr 18, 2025; no options or RSUs granted in 2024 .
- 2025 plan transition: Proposal seeks shareholder approval of new Director Stock Compensation Plan effective Apr 25, 2025, replacing 2015 Plan; awards remain discretionary, with 60,000 additional shares requested and total initial reserve of 141,124 shares; restricted shares historically targeted to $65,000 grant-date value .
| 2024 Equity Award Details | Metric |
|---|---|
| Plan | 2015 Director Stock Compensation Plan |
| Shares Granted | 1,109 restricted common shares |
| Grant Date | Apr 26, 2024 |
| Grant-Date Price | $58.63 per share |
| Grant-Date Fair Value | $65,020 |
| Vesting | 100% on Apr 18, 2025 (service-based) |
| Options Granted | None |
| RSUs Granted | None |
| 2025 Plan (if approved) | New plan effective Apr 25, 2025; 60,000 new shares; awards administered by Board |
Other Directorships & Interlocks
- Other public boards in last 5 years: None .
- HRC Interlocks: In 2024, HRC members (including Ms. Hulst) had no relationships requiring disclosure under “Certain Relationships and Related Party Transactions”; no interlocking compensation committee relationships involving BOH executives or directors .
- Audit Committee oversight: AC (split from Audit & Risk in Jan 2025) oversees internal audit and reviews transactions involving directors/executives .
Expertise & Qualifications
- Skills: Technology, Marketing/Communications, International Experience .
- Strategic impact: Led major data partnerships (Facebook, Twitter, Google) and helped execute Datalogix sale to Oracle .
- Governance fit: Professional background aligns with BOH’s ongoing evolution in a data-driven landscape; supports service on HRC and NCGC .
Equity Ownership
| As of Feb 28, 2025 | Shares Beneficially Owned | Right to Acquire Within 60 Days | Total | % of Outstanding Shares |
|---|---|---|---|---|
| Michelle E. Hulst | 4,586 | 1,109 | 5,695 | Less than 1% |
- Director ownership guideline: ≥5x annual cash retainer; compliance broad-based (10 of 11 met as of Jan 31, 2025); directors have 5 years from board entry to meet guidelines .
- Anti-pledging/hedging policy prohibits pledging BOH stock or hedging activities by directors .
Governance Assessment
- Board effectiveness: Independent status, active committee roles (HRC, NCGC, DAC), and ≥75% attendance underscore engagement and governance quality .
- Alignment: Equity grants in restricted stock (no options) and her full deferral of 2024 cash fees indicate long-term orientation and alignment with shareholders .
- Compensation structure: Director retainers unchanged in 2024; equity value standardized at ~$65k and service-based vesting; no option repricing or tax gross-ups, consistent with BOH’s stated compensation best practices .
- Potential conflicts: HRC interlocks show no related-party exposures; AC reviews director/executive transactions; categorical independence standards applied .
- Shareholder signals: Say-on-Pay support improved to 94% in 2024 following program redesign—positive governance sentiment backdrop .
RED FLAGS to monitor
- No specific red flags disclosed for Ms. Hulst (no related-party transactions, hedging/pledging prohibited, attendance threshold met) .
- Ownership guideline compliance is reported at the board level without naming the one director not yet compliant; monitor future proxies for individual compliance disclosure .
