Raymond P. Vara, Jr.
BANK OF HAWAIIAbout Raymond P. Vara, Jr.
Raymond P. Vara, Jr. (age 55) has served on Bank of Hawaii Corporation’s Board since 2013 and is an independent director. He was appointed Lead Independent Director in April 2024 and chairs the Nominating & Corporate Governance Committee; he also serves on the Audit, Human Resources & Compensation, Risk Management, and Balance Sheet Committees. Vara is President & CEO of Hawai‘i Pacific Health (HPH), and holds a B.S. in Business Administration from Hawai‘i Pacific University and an MBA from the University of Alaska Fairbanks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawai‘i Pacific Health | President & CEO | CEO since 2012; EVP/CEO of Operations since 2004 | Leads Hawai‘i’s largest healthcare provider (>70 locations); community leadership and operational expertise |
| Los Alamos Medical Center (NM) | CFO and CEO | Not disclosed | Financial and operational leadership in integrated health services |
| U.S. Army (Madigan Army Medical Center; Bassett Army Community Hospital) | Deputy CFO; Assistant Administrator & CFO | Not disclosed | Government and healthcare finance roles; risk management perspective |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Hawai‘i Executive Collaborative | Director | Community and economic development engagement |
| Island Insurance Company, Ltd. | Director | Insurance sector oversight; potential financial services adjacency |
| Tradewind Capital Group; Tradewind Group, Inc. | Director | Private investment/real estate exposure |
| American Heart Association – National Board | Immediate Past-Chairman | National nonprofit governance experience |
| Other public company directorships (last 5 years) | None | Proxy indicates no public company boards in past 5 years |
Board Governance
- Independence: The Board determined Vara is independent under NYSE rules; he is also designated an “audit committee financial expert” by the Board .
- Lead Independent Director: Appointed April 2024; duties include chairing NCGC, presiding over executive sessions, and acting as liaison between non-management directors and executive management .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Committee Memberships (current as of Jan 24, 2025): Audit; Human Resources & Compensation; Nominating & Corporate Governance (Chair); Risk Management; Balance Sheet Committee .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit (split from Audit & Risk in Jan 2025) | Member | 18 meetings of Audit & Risk Committee in 2024 before split | Financial reporting, internal audit oversight; private session practices |
| Human Resources & Compensation | Member | 9 | Executive/director compensation, succession planning; no interlocks/conflicts disclosed for members |
| Nominating & Corporate Governance | Chair | 8 | Board refresh, independence, evaluations, continuing education oversight |
| Risk Management (formed Jan 2025) | Member | N/A (new in 2025) | Separates risk oversight from Audit; chair is Alicia Moy |
| Balance Sheet Committee | Member | Not disclosed | Liquidity/capital oversight during emergent stress; meeting fees |
Fixed Compensation
- 2024 Cash Fees: Vara received $139,500 in fees earned or paid in cash .
- Retainer Structure (effective Apr 26, 2024): Board annual retainer $55,000; Lead Independent Director $35,000; NCGC Chair $20,000 (members $10,000); Audit & Risk Committee Chair $30,000 (members $17,000); HRC Chair $24,000 (members $12,000); DAC Chair $20,000 (members $10,000); FIMC Chair $20,000 (members $10,000); Balance Sheet Committee meeting fees ($750 chair; $500 member) .
- Travel: Additional $5,000 annually for directors residing principally on the continental U.S.; reimbursement of Board-related travel expenses .
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $139,500 | Reported in Director Compensation Table |
| Lead Independent Director Retainer | $35,000 | Program-level retainer |
| NCGC Chair Retainer | $20,000 | Program-level retainer |
| Audit & Risk Member Retainer | $17,000 | Program-level retainer (pre-split in 2024) |
| HRC Member Retainer | $12,000 | Program-level retainer |
| BSC Meeting Fees | $500/member; $750/chair per meeting | Program-level fees |
Performance Compensation
- Directors receive annual equity grants of restricted stock; there are no performance-conditioned metrics for director equity grants (time-based vesting only) .
- 2024 Grant: 1,109 restricted shares per non-employee director; grant date April 26, 2024; grant fair value $65,020; vests April 18, 2025; no options or RSUs granted in 2024 .
| Equity Award (2024) | Grant Date | Shares | Fair Value | Vest Date | Instrument |
|---|---|---|---|---|---|
| Annual Director Restricted Stock | 2024-04-26 | 1,109 | $65,020 | 2025-04-18 | Restricted common stock (no options/RSUs) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (last 5 years) | None |
| Private/nonprofit boards | Hawai‘i Executive Collaborative; Island Insurance Company, Ltd.; Tradewind Capital Group; Tradewind Group, Inc.; American Heart Association – National Board (Immediate Past-Chairman) |
| Compensation committee interlocks | HRC members (incl. Vara) had no relationships requiring disclosure in 2024 |
Expertise & Qualifications
- Skills: Finance, Health, Community, Hawai‘i Market, Government Experience, Risk Management, CEO Experience .
- Audit/Financial: Designated “audit committee financial expert”; NYSE financial literacy affirmed .
- Governance Leadership: Lead Independent Director since April 2024; chair of NCGC .
Equity Ownership
- Beneficial Ownership (record date Feb 28, 2025): 9,878 shares beneficially owned; right to acquire 1,109 shares within 60 days; total 10,987; less than 1% of common shares outstanding .
- Ownership Guidelines: Directors must hold ≥5× annual cash retainer; as of Jan 31, 2025, 10 of 11 non-management directors met guidelines (individual director compliance not specified) .
- Hedging/Pledging: Company policy prohibits hedging or pledging by directors and employees; no officers or directors party to such transactions .
| As of | Beneficially Owned | Right to Acquire (≤60 days) | Total | % of Outstanding |
|---|---|---|---|---|
| 2025-02-28 (Proxy) | 9,878 | 1,109 | 10,987 | <1% |
Insider Trades and Current Holdings
- Latest Form 4 filed: April 29, 2025 (post-transaction ownership listed at 11,974 shares) .
- Form 4 access: Company IR site post shows filing for Vara on April 29, 2025 .
| Filing Date | Post-Transaction Ownership | Source |
|---|---|---|
| 2025-04-29 | 11,974 shares | EDGAR/SECForm4 listing |
Governance Assessment
- Board effectiveness: Vara’s appointment as Lead Independent Director strengthens independent oversight; his chairing NCGC and membership on Audit, HRC, and Risk Management Committees signal deep engagement in governance, compensation, and risk oversight .
- Independence & attendance: Independent status affirmed; Board and committee attendance thresholds met; directors held seven executive sessions in 2024 without management .
- Director pay alignment: Cash vs. equity mix is balanced; annual equity grants are time-based (no performance metrics) which is typical for directors; ownership guidelines (≥5× retainer) support alignment; substantial compliance across the Board .
- Potential conflicts/related parties: Vara’s external roles (HPH, Island Insurance, Tradewind entities) indicate possible ordinary-course banking relationships; Company’s related-party policy requires Audit Committee review/approval of material transactions, with Regulation O compliance and ordinary-course terms; 2024 disclosure notes ordinary-course transactions with insiders with market terms and normal risk .
- Risk indicators: Anti-hedging/anti-pledging policy; no tax gross-ups; no option repricing; formal clawback policy (executive-focused) enhance investor confidence .
RED FLAGS: None disclosed specific to Vara. Monitoring items include any future related-party transactions with HPH, Island Insurance, or Tradewind entities; per policy these require Audit Committee oversight and adherence to Regulation O (ordinary-course, market terms) .
