Patrick M. McGuirk
BANK OF HAWAIIAbout Patrick M. McGuirk
Patrick M. McGuirk is Vice Chair and Chief Administrative Officer, General Counsel and Corporate Secretary at Bank of Hawaii Corporation. He joined BOH in November 2020 and was promoted to Vice Chair in 2024, expanding his scope to oversee Legal, Legal & Custody, Corporate Secretary, Corporate Security, Corporate Insurance, Corporate Real Estate & Facilities, Enterprise Strategic Sourcing, and Corporate Communications; he also chairs the ESG Committee and serves on the Executive Committee . Company performance inputs relevant to his incentive plan include 2024 diluted EPS of $3.46, net income of $150.0M, and total assets of $23.6B , with STI metrics tied to profitability (PPNR), asset quality (non‑performing assets), ROCE, customer experience, and individual performance, and LTI metrics tied to three‑year ROCE and TSR relative to peers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of Hawaii Corporation | Vice Chair & Chief Administrative Officer, General Counsel & Corporate Secretary | Nov 2020–present | Promotion to Vice Chair in 2024 doubled managed business units and tripled headcount under supervision; led disciplined management of legal exposure/expenses and stewardship of physical assets; chairs ESG Committee; member of Executive Committee |
External Roles
No external directorships or public external roles for Mr. McGuirk are disclosed in BOH’s proxy profile section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 420,031 | 462,000 |
| Target Bonus (% of Salary) | — | — | 80% |
| Actual Annual Incentive ($) | 425,000 | 300,000 | 325,000 |
Notes:
- For 2024, BOH set NEO STI targets at 80% of base salary; thresholds and caps are 50% and 200% of target, respectively . Mr. McGuirk’s 2024 final STI payout was 70% of base salary ($325,000) .
Performance Compensation
Short-Term Incentive (STI) – Design and 2024 Outcomes
- Design (applies to NEOs): equally weighted metrics (20% each) for PPNR vs budget, non-performing assets vs peers, ROCE vs peers, customer experience (Forrester CX score), and individual performance; overall pool constrained by EPS growth .
- 2024 results (company/CEO scorecard references): NPA top quartile (50% score), ROCE 10.85% (second quartile; 49% score), PPNR < 2.5% below budget (0% score), CX score 79.6 (50% score), CEO individual rated Outstanding (50% score), total 199% for CEO; NEOs use the same framework with greater emphasis on individual contributions .
- Mr. McGuirk’s 2024 STI was 70% of base salary ($325,000) reflecting the balanced scorecard and his expanded responsibilities after promotion to Vice Chair .
| STI Metric (2024) | Weight | Target | Actual/Outcome |
|---|---|---|---|
| Pre‑Provision Net Revenue vs budget | 20% | Budget | < −2.5% of budget (0% score) |
| Non‑Performing Assets vs peers | 20% | 2nd quartile | Top quartile (50% score) |
| ROCE vs peers | 20% | 3rd quartile | 2nd quartile; ROCE 10.85% (49% score) |
| Customer Experience (Forrester CX) | 20% | 73 | 79.6 (50% score) |
| Individual performance | 20% | Meets | CEO rated Outstanding (50% score); NEOs assessed vs role goals |
Long-Term Incentive (LTI) – Structure and Mr. McGuirk’s 2024 Grant
- Design: 100% PSUs with a three-year performance period and cliff vest; payout 50%–200% of target based on three-year relative performance vs S&P Supercomposite Regional Bank Index (ex >$50B assets): ROCE (70% weight) and TSR (30% weight); below 25th percentile yields no payout .
- 2024 grant: 5,474 target PSUs (max 10,948) on 2/23/2024; grant-date fair value $335,009 .
| Grant Date | Award Type | Target PSUs (#) | Max PSUs (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2/23/2024 | PSUs (ROCE 70% / TSR 30%, 3-year) | 5,474 | 10,948 | 335,009 |
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
- Shares beneficially owned: 27,368 as of Feb 28, 2025 .
- Stock ownership guideline: 2x base salary for Vice Chairs; all NEOs, including Mr. McGuirk, satisfied the guideline as of Dec 31, 2024 .
- Hedging and pledging: prohibited for officers/directors; company reports no officers/directors are parties to such transactions .
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 27,368 |
| Ownership guideline | 2x base salary (Vice Chairs) |
| Guideline compliance (12/31/2024) | All NEOs satisfied |
| Hedging/Pledging | Prohibited; none reported |
Vested/Unvested and Vesting Schedule
| Award Type | Quantity Unvested (12/31/2024) | Vesting Timing | 12/31/2024 Market Value ($) |
|---|---|---|---|
| Performance-based restricted stock | 4,583 | Vested on 2/21/2025 | 326,493 |
| PSUs (prior cycle) | 5,325 | Vest upon 2026 certification | 379,353 |
| PSUs (2024 grant) | 5,474 | Vest upon 2027 certification | 389,968 |
| Options | — | None outstanding | — |
| Shares vested during 2024 | 4,490 | 2024 vesting activity | 274,788 |
Note: Market values above use BOH closing price of $71.24 on 12/31/2024 .
Employment Terms
Change‑in‑Control (CIC), Severance and Other Provisions
- Plan type: Change‑in‑Control Retention Plan; benefits payable only upon a qualifying termination within 24 months post‑CIC (double‑trigger) .
- Cash severance: 2x highest base salary (last 3 years) + 2x (target bonus % × highest base salary); additional 1x base + bonus if 12‑month non‑compete is honored .
- EIP payout on CIC: 2x target bonus (annualized) prorated to months elapsed in period .
- Equity: full acceleration of restricted stock/RSUs/options upon double‑trigger termination under the 2024 Stock and Incentive Plan .
- Health, outplacement, relocation: 3x annual COBRA cost; up to $20,000 outplacement (inflation‑adjusted from 2007); relocation reimbursement up to $150,000 (real estate) and $50,000 (other) .
- No excise tax gross‑ups; benefits limited to avoid excise taxes even if substantially reduced .
- No employment agreements for NEOs (company practice) .
Hypothetical CIC Payout (as of 12/31/2024)
| Component | Amount ($) |
|---|---|
| Base Salary and Bonus Payment | 1,663,200 |
| Executive Incentive Plan Payment | 739,200 |
| Health Benefits (3x COBRA) | 64,107 |
| Outplacement | 30,590 |
| Relocation Payment | 150,000 |
| Acceleration of Restricted Stock | 905,360 |
| Non‑competition Payment (1x) | 831,600 |
| Total | 4,384,057 |
Investment Implications
- Pay-for-performance alignment: 100% performance-based incentives (no time-vested equity), with 2024 STI tied to a balanced set of earnings quality and franchise metrics and LTI tied to three-year ROCE/TSR vs peers, supports linkage to shareholder outcomes; say‑on‑pay support improved to 94% after 2024 redesign (reduced equity targets, eliminated P/B overlap) .
- Vesting supply and selling pressure: Meaningful unvested PSUs scheduled for certification/vesting in 2026–2027 (5,325 and 5,474 units) plus 2025 vesting of 4,583 performance shares could create periodic liquidity windows; prohibition on hedging/pledging reduces forced‑selling risk .
- Retention and transition risk: CIC economics and non‑compete consideration (aggregate modeled at $4.38M) provide retention incentives; no individual employment agreement but company’s double‑trigger CIC framework, clawback policy, and stock ownership guidelines further shape risk‑taking and retention behavior .
- Governance quality: Anti‑hedging/pledging policy, no tax gross‑ups, no option repricing, independent HRC Committee, and shareholder‑responsive plan changes are positives for compensation governance and reduce red‑flag risk .
