Suzanne P. Vares-Lum
BANK OF HAWAIIAbout Suzanne P. Vares-Lum
Suzanne P. Vares-Lum, age 57, is an independent director at Bank of Hawaii (BOH) since 2023. A retired U.S. Army Major General (34 years), she was President of the East-West Center from January 2022 to December 2024 and became Director of the Daniel K. Inouye Asia-Pacific Center for Security Studies in January 2025; her background emphasizes leadership, Indo-Pacific strategy, and community engagement . She holds a BA in Journalism (1989) and M.Ed (1996) from the University of Hawai‘i at Mānoa, a Master of Strategic Studies (2011) from the U.S. Army War College, and is a National Security Fellow (2019) at Syracuse University’s Maxwell School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East-West Center | President | Jan 2022–Dec 2024 | Launched a strategic plan to advance U.S.–Asia–Pacific understanding via study, research, dialogue |
| Daniel K. Inouye Asia-Pacific Center for Security Studies | Director | Jan 2025–present | Leadership of regional security studies center |
| U.S. Army / U.S. Indo-Pacific Command | Major General; senior advisor | 34 years service; >5 years advising senior officials at USINDOPACOM | Executive leadership; regional relationship cultivation across Indo-Pacific |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Pacific International Center for High Technology Research | Board member | Current |
| U.S.-Japan Council | Member | Current |
| American Red Cross Pacific Islands Region | Board member | Mentioned as board service in BOH 2024 proxy |
| Pacific and Asian Affairs Council | Board member | Mentioned as board service in BOH 2024 proxy |
Board Governance
- Independence: Determined independent under NYSE and BOH guidelines; all three key committees comprise independent directors .
- Committee assignments: Nominating & Corporate Governance Committee (NCGC); Fiduciary & Investment Management Committee (FIMC) .
- Attendance: Each director attended at least 75% of Board and assigned committee meetings in 2024; Board met 13 times .
- Lead Independent Director context: Board leadership includes a Lead Independent Director (Raymond P. Vara, Jr.) with defined duties; seven executive sessions of non-management directors held in 2024 .
| Item | Value |
|---|---|
| Year first elected | 2023 |
| Independence status | Independent |
| Committees | NCGC; FIMC |
| 2024 meeting attendance | ≥75% of Board and committee meetings |
Fixed Compensation
- Structure (effective April 26, 2024): Board annual retainer $55,000; NCGC member $10,000, Chair $20,000; Audit & Risk member $17,000, Chair $30,000; HRC member $12,000, Chair $24,000; DAC member $10,000, Chair $20,000; FIMC member $10,000, Chair $20,000; Balance Sheet Committee meeting fees: member $500, chair $750; $5,000 travel time stipend for directors who reside principally on the continental U.S. . Note: As of Jan 2025 the Audit & Risk committee was split into Audit Committee and Risk Management Committee; 2025 AC/RMC annual retainers were “to be determined” .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $50,250 | $75,000 |
| Deferred committee fee election | Deferred all committee retainer fees only | Deferred all committee retainer fees only |
Performance Compensation
Director compensation is not performance-based; non-employee directors receive time-based restricted stock with annual grant value set by the Director Stock Plan. No options or RSUs were granted to directors in 2024; equity vests on continued service .
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant type | Restricted common stock | Restricted common stock |
| Shares granted | 1,525 (prorated at appointment) | 1,109 |
| Grant date value ($) | $59,810 (closing price $39.22) | $65,020 (closing price $58.63) |
| Vesting date | Apr 19, 2024 | Apr 18, 2025 |
| Options granted | None | None |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (last 5 years) | None |
| Interlocks noted | None disclosed for Vares-Lum; HRC interlocks expressly stated as none in 2024 |
Expertise & Qualifications
- Skills: Marketing/Communications, International Experience, Education, Community, Hawai‘i market, Government Experience, Risk Management, CEO Experience .
- Education: BA Journalism (1989), M.Ed Teaching (1996), Master of Strategic Studies (2011), National Security Fellow (2019) .
Equity Ownership
| Metric (as of Feb 28, 2025) | Amount |
|---|---|
| Shares beneficially owned | 1,525 |
| Right to acquire within 60 days | 1,109 (restricted shares scheduled distribution) |
| Total | 2,634 |
| Ownership % of outstanding | Less than 1% |
| Director ownership guideline | 5× annual cash retainer; directors have 5 years from joining to comply |
| Guideline compliance status (boardwide) | 10 of 11 non-management directors satisfied as of Jan 31, 2025; remaining director expected within window |
| Hedging/Pledging policy | Prohibited for directors and employees |
Governance Assessment
- Committee placements and independence support effectiveness: Vares-Lum serves on NCGC and FIMC and is independent, aligning with BOH’s requirement that key committees be fully independent .
- Engagement: Board-level commitment to continuing education and annual self-evaluations; non-management directors held seven executive sessions in 2024, indicating robust oversight .
- Attendance and refreshment: ≥75% attendance and ongoing board refreshment (new directors added over past 5 years) support investor confidence .
- Director pay mix: Balanced cash retainer plus equity ($65k annual grant; time-based RS) aligns interests with shareholders without encouraging excessive risk; no director options; ability to defer fees for alignment/tax planning .
- Ownership alignment: BOH enforces stringent director stock ownership guidelines (5× retainer) with a 5-year compliance period; anti-hedging/pledging policies in place .
- Potential conflicts: No related-party transactions disclosed for Vares-Lum; BOH reviews and approves related party transactions via Audit Committee (example provided relates to another director, not Vares-Lum) .
- Shareholder sentiment signal: Say-on-pay approval improved to 94% in 2024 after program redesign, evidencing responsiveness to shareholder feedback and disciplined governance culture (context for overall governance quality) .
Red flags: None disclosed specific to Vares-Lum. No hedging/pledging; no related-party transactions; independence affirmed; attendance thresholds met .
