S. Bradley Shairson
BANK OF HAWAIIAbout S. Bradley Shairson
S. Bradley Shairson is Vice Chair and Chief Risk Officer (CRO) at Bank of Hawaii Corporation (BOH), appointed following the March 2024 retirement of long-time CRO Mary Sellers; he joined BOH in May 2023 from Regions Bank, where he served as Chief Operating Officer and Chief Risk Officer of Regions Bank Capital Markets . Under his leadership, BOH reports strengthened and broadened risk management across capital, market and liquidity risk, model risk, enterprise risk, and operational risk, including oversight of the bank’s interest rate hedging program . For 2024, BOH reported net income of $149.994M, ROCE of 10.85%, and a total shareholder return (TSR) of 92 (value of $100 in BOH stock at start of 2024), versus peer TSR of 114, framing the performance context during his early tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of Hawaii Corporation | Vice Chair & Chief Risk Officer | Mar 31, 2024–present | Strengthened financial risk management (capital, market, liquidity), enhanced model/enterprise/operational risk management; led interest rate hedging oversight . |
| Bank of Hawaii Corporation | Deputy to CRO (Mary Sellers) | May 2023–Mar 2024 | Facilitated succession with ~1 year deputyship before assuming CRO role . |
| Regions Bank (Capital Markets) | COO & CRO | Prior to May 2023 | Senior leadership across capital markets risk and operations prior to joining BOH . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Salary actually paid ($) | 189,231 | 406,154 |
| Base salary rate in effect ($) | — | 450,000 (effective Apr 1, 2024, with promotion to CRO Mar 31, 2024) |
Performance Compensation
Short-Term Incentive (STI) – Executive Incentive Plan
- BOH redesigned STI for 2024 to a balanced scorecard: profitability (20%), asset quality (20%), financial returns (20%), strategic measure (20%), and individual performance (20%) .
- For 2024, Shairson’s STI target was 80% of base salary; his final payout was 133% of base salary, equating to $600,000 .
| STI Detail | 2023 | 2024 |
|---|---|---|
| Target bonus (% of salary) | — | 80% |
| Actual payout (% of salary) | — | 133% |
| Actual payout ($) | 400,000 | 600,000 |
Long-Term Incentive (LTI) – Performance Share Units (PSUs)
- 2024 LTI metrics and weights: ROCE 70%, Relative TSR 30%; P/B eliminated beginning 2024; awards are 100% performance-based, with three-year cliff vesting upon committee certification .
- 2024 grant: target 9,804 PSUs (max 19,608); grant date 2/23/2024; grant-date fair value $600,005 .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| ROCE | 70% | Not disclosed | Not disclosed | Not disclosed | 3-year cliff; 2024 grant vests in 2027 upon certification |
| Relative TSR | 30% | Not disclosed | Not disclosed | Not disclosed | 3-year cliff; 2024 grant vests in 2027 upon certification |
| 2024 LTI Grant Detail | Value |
|---|---|
| Grant date | Feb 23, 2024 |
| PSU target (#) | 9,804 |
| PSU maximum (#) | 19,608 |
| Grant-date fair value ($) | 600,005 |
Vesting and realized equity in 2024
| Event | Shares Vested | Value on Vesting ($) |
|---|---|---|
| 2024 stock vested | 8,369 | 485,402 |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| S. Bradley Shairson | 49,514 | Less than 1% |
Unvested/Outstanding Awards (as of Dec 31, 2024; BOH close $71.24)
| Award Type | Quantity | Market/Payout Value ($) | Vest Timing |
|---|---|---|---|
| Service-based Restricted Stock | 10,461 | 745,242 | Vests May 1, 2025 |
| PSUs (201?–2025/2026 tranche) | 10,461 | 745,242 | Vests upon certification in 2026 |
| PSUs (2024–2027 tranche) | 9,804 | 698,437 | Vests upon certification in 2027 |
Additional alignment and policy points:
- Stock ownership guidelines: Vice Chairs must hold 2x base salary; all NEOs, including Shairson, were compliant as of Dec 31, 2024 .
- Anti-hedging/pledging: BOH prohibits hedging and pledging; “No officers or directors are parties to transactions involving the hedging or pledging of Company stock” .
- Ownership guidelines compliance period: 3 years for NEOs .
Employment Terms
- No employment or individual severance agreements with NEOs .
- Change-in-Control Retention Plan (double-trigger within 24 months):
- Severance: 2x highest base salary + 2x target annual bonus (lump sum) .
- Non-compete payment: Additional 1x base salary + 1x target bonus if 12-month non-compete complied with (paid in month 13) .
- Health benefits (cash in lieu): 3x COBRA premiums .
- Outplacement: Up to $20,000 (inflation-adjusted) .
- Relocation reimbursement: up to $100,000 (real estate) + $50,000 (moving) .
- Equity: Double-trigger acceleration under 2014/2024 plans upon CIC .
Estimated CIC economics for Shairson (as of Dec 31, 2024):
| Component | Amount ($) |
|---|---|
| Base salary + bonus (2x) | 1,620,000 |
| EIP (prorated, 2x target) | 720,000 |
| Health benefits (3x COBRA) | 63,600 |
| Outplacement | 30,590 |
| Relocation | 150,000 |
| Acceleration of equity | 1,207,915 |
| Non-compete payment (1x) | 810,000 |
| Total | 4,602,105 |
Governance protections:
- Clawback policy compliant with NYSE/SEC: recovery of incentive comp following an accounting restatement .
- No excise tax gross-ups; 280G cutback applies if needed .
Additional Context: Pay Design, Shareholder Feedback, and Say‑on‑Pay
- Program redesign for 2024: 100% performance-based STI and LTI; STI balanced scorecard; LTI weighting shifted to ROCE/TSR; lower target LTI values with upside for superior performance .
- Say‑on‑Pay outcomes: 94% support in 2024 (up from 74% in 2023 and 80% in 2022) after program redesign and outreach to top holders .
Investment Implications
- Alignment: 100% performance-based STI/LTI framework with explicit ROCE and relative TSR metrics, 2x salary ownership guideline (met), and hedging/pledging prohibitions support shareholder alignment and reduce governance risk .
- Retention and supply overhang: Near-term vesting of 10,461 service-based RS on May 1, 2025 and PSU cliffs in 2026/2027 could create episodic selling pressure; however, double-trigger CIC structure, non-compete economics, and ownership guidelines mitigate adverse retention risk .
- Pay-for-performance nuance: A portion of 2024 compensation (cash bonus and LTI) was pre-agreed as part of his 2023 sign-on package, modestly dampening near-term performance sensitivity; going forward, payouts will be governed by the scorecard and LTI performance curves .
- Execution risk and value creation: Strengthening of the risk program (capital, market/liquidity, model/ERM, hedging) under the new CRO is a positive for resilience; 2024 outcomes show mid-teens ROCE normalization (10.85%) with TSR underperformance vs peers (92 vs 114), setting a clear bar for risk-adjusted profitability and shareholder returns improvement in 2025+ .
