Robert W. Wo
BANK OF HAWAIIAbout Robert W. Wo
Robert W. Wo, age 72, has served on Bank of Hawaii Corporation’s Board since 2002 and is currently an independent director . He is Owner and Director of C.S. Wo & Sons, Ltd., Hawai‘i’s largest furniture retailer, a role he has held since 1984, bringing deep operating and CEO experience in Hawai‘i’s core market . He holds a BA in Economics from Stanford University and an MBA from Harvard Business School . Core credentials include retail leadership, local-market expertise, and board service as Chair of the Human Resources & Compensation Committee (HRC) and member of the Nominating & Corporate Governance Committee (NCGC) and the Fiduciary & Investment Management Committee (FIMC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.S. Wo & Sons, Ltd. | Owner & Director | 1984–present | Led growth to Top 100 U.S. furniture retailers; major employer in Hawai‘i |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Assets School | Director | Current | Community-focused board service |
| ‘Iolani School | Director | Current | Education governance |
| Aloha United Way | Director | Past | Community philanthropy governance |
| Junior Achievement of Hawaii | Director | Past | Youth financial education |
| Rotary Club of Honolulu | Director | Past | Civic engagement |
| Retail Merchants of Hawaii | Director | Past | Industry association |
| Hawaii Medical Service Association | Director | Past | Health system perspective |
| Hawaii Business Roundtable (Education Committee) | Member | Past/ongoing committee service | Economic vitality and education policy input |
Board Governance
- Independence: The Board determined Mr. Wo is independent under NYSE standards; he serves on fully independent committees (Audit, HRC, NCGC are composed entirely of independent directors) .
- Committee assignments: Chair, HRC; Member, NCGC and FIMC (as of Jan 24, 2025) .
- Attendance: Each director attended at least 75% of Board and assigned committee meetings in 2024; Board met 13 times; HRC held 9 meetings .
- Lead Independent Director: Raymond P. Vara, Jr., appointed April 2024; non-management directors held seven executive sessions in 2024 .
- Tenure/refreshment: Wo has 22 years on the Board; the Board added three new directors since 2020 as part of ongoing refreshment .
Fixed Compensation
- Standard director retainers (effective April 26, 2024): Board retainer $55,000; NCGC member $10,000 / Chair $20,000; HRC member $12,000 / Chair $24,000; Audit & Risk member $17,000 / Chair $30,000; DAC member $10,000 / Chair $20,000; FIMC member $10,000 / Chair $20,000; BSC meeting fee $500 (member) / $750 (chair); additional $5,000 annual travel stipend for directors residing on the continental U.S. .
- 2024 actuals for Wo: He earned $99,000 in cash fees and received restricted stock awards valued at $65,020, totaling $164,020; he elected to defer all fees through the Directors’ Deferred Compensation Plan .
| Component | 2015 | 2016 | 2018 | 2021 | 2024 |
|---|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $69,250 | $69,250 | $88,938 | $95,500 | $99,000 |
| Stock Awards ($) | $52,528 | $52,539 | $65,008 | $64,986 | $65,020 |
| Total ($) | $121,778 | $121,789 | $153,946 | $160,486 | $164,020 |
Performance Compensation
- Equity structure: Non-employee directors receive time-based restricted stock; in 2024 each received 1,109 shares with grant-date fair value $65,020; shares vest on April 18, 2025 .
- Plan framework: The 2015 Director Stock Compensation Plan permits options, restricted stock, and RSUs; for 2024 no options or RSUs were granted; if the 2025 Director Stock Compensation Plan is approved, directors elected at the Annual Meeting will receive restricted shares valued at $65,000 at grant, subject to vesting and continued service .
- Risk/alignment policies: Formalized clawback policy; anti-hedging and anti-pledging stock policies .
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vest Date | Vehicle | Options/RSUs |
|---|---|---|---|---|---|
| Apr 26, 2024 | 1,109 | $65,020 | Apr 18, 2025 | Restricted stock | None in 2024 |
Other Directorships & Interlocks
| Public Company (Last 5 Years) | Role | Status |
|---|---|---|
| None | — | No other public boards disclosed |
Expertise & Qualifications
- Retail and CEO experience in Hawai‘i’s core market; extensive community leadership .
- Education: BA Economics (Stanford); MBA (Harvard Business School) .
- Board skills mapping: Retail, international experience, community, Hawai‘i market, CEO experience .
Equity Ownership
- Beneficial ownership: 84,822 shares; right to acquire within 60 days: 1,109 shares; total: 85,931 shares; under 1% of outstanding shares .
- Deferred plan and family holdings: Includes 32,061 shares under the Directors’ Deferred Compensation Plan and 10,834 shares held individually or jointly by family members (shared voting/investment power) .
- Ownership guidelines: Directors must own ≥5× annual cash retainer; as of Jan 31, 2025, 10 of 11 non-management directors met guidelines (remaining director expected to comply within 5-year window) .
- Hedging/pledging: Prohibited by the Company’s Securities Trading Policy .
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 84,822 |
| Right to Acquire Within 60 Days | 1,109 |
| Total | 85,931 |
| % of Shares Outstanding | <1% |
| Directors’ Deferred Plan Shares | 32,061 |
| Family-held Shares (shared power) | 10,834 |
Governance Assessment
- Independence and committee leadership: Independent status; Chair of HRC and member of NCGC/FIMC support board effectiveness in pay, governance, and fiduciary oversight .
- Attendance and engagement: Board met 13 times; HRC met 9 times; all directors met ≥75% attendance in 2024, indicating active engagement .
- Alignment and incentives: Time-based restricted stock ($65,020 grant) and full deferral of 2024 cash fees signal long-term alignment; anti-hedging/pledging and clawback policies further support investor-aligned governance .
- Conflicts/related parties: The Company reports insider transactions in ordinary course at market terms, compliant with Regulation O; no unfavorable features disclosed—reducing conflict risk .
- Board refresh vs. tenure: Wo’s 22-year tenure offers deep institutional knowledge; the Board has added three new directors since 2020 to balance experience with refreshment .
- Shareholder sentiment: Say-on-pay support rose to 94% of votes cast in 2024 (from 74% in 2023 and 80% in 2022), indicating improved confidence in compensation governance, albeit focused on executive pay .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance; no public company interlocks noted . Potential entrenchment risk from long tenure is mitigated by documented refreshment efforts .
