Victor K. Nichols
BANK OF HAWAIIAbout Victor K. Nichols
Victor K. Nichols (age 68) has served as an independent director of Bank of Hawaii Corporation since 2014, bringing over 40 years of executive leadership in information technology and financial services; he is designated an Audit Committee financial expert and a “risk expert” under Federal Reserve rules . His background includes senior roles at Experian, Wells Fargo, Bank of America, Valassis, and Harland Clarke/Vericast, and he holds a B.S. in economics (UC San Diego) and an MBA in finance (UC Berkeley) . The Board determined he is independent under NYSE standards; non-management directors met in seven executive sessions in 2024, and each director attended at least 75% of Board and committee meetings; the Board met 13 times in 2024 and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harland Clarke Holdings (Vericast) | CEO; later Chairman (Jan–Jun 2019); independent advisor | CEO from Jan 2017; Chairman Jan–Jun 2019 | Oversaw Harland Clarke, Scantron, RetailMeNot, Valassis |
| Valassis | Chief Executive Officer | Apr 2015–Dec 2016 | Led intelligent media delivery platform transformation |
| Experian | CEO North America; Managing Director EMEA; President Global Consumer Services | Not dated | Led global consumer data/analytics businesses at scale |
| Wells Fargo & Company | Chief Information Officer | Not dated | Enterprise IT governance and operations |
| Bank of America | Senior roles in interstate banking integration, consumer loan services, operations | Not dated | Large-scale operations integration |
| Safeguard Business Systems | President | Not dated | Business systems leadership |
| VICOR, Inc. | Founding partner and President | Not dated | Advanced technology engineering; financial services transformation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Revlon, Inc. (public) | Director | 2019–2023 | Audit Committee; later Restructuring Committee |
| Zovio (formerly Bridgepoint Education, public) | Director | 2014–2022 | Chair Compensation; Audit; M&A Oversight |
| Make-A-Wish International (non-profit) | Chairman | Since Nov 2022 | Global governance across 50 countries |
| Trusona; Shield3 (Minty) | Advisor | Current | Cyber/identity security advisory roles |
| Mitek; Bloom | Advisor | Prior advisor roles | Identification tech; global consumer data |
Board Governance
- Committee assignments: Audit Committee (member); Risk Management Committee (member); Balance Sheet Committee (member); Digital Advisory Committee (member) .
- Expertise designations: Audit Committee financial expert; NYSE financial literacy; Federal Reserve “risk expert” designation (with Erickson) under 12 CFR 252.33 .
- Attendance and engagement: Board met 13 times in 2024; each director attended ≥75% of Board and committee meetings; seven executive sessions of non-management directors; all directors attended the 2024 Annual Meeting .
- Independence: Board affirmed Nichols’ independence under NYSE and company categorical standards; Audit, HRC, NCGC composed entirely of independent directors .
- Lead Independent Director: Raymond P. Vara Jr. appointed April 2024; chairs Nominating & Corporate Governance Committee; regular executive sessions led by LID .
- Oversight cadence: 2024 Audit & Risk held 18 meetings; HRC held 9; NCGC held 8, reflecting strong committee engagement .
Fixed Compensation
| Component | Amount/Detail | Period | Citation |
|---|---|---|---|
| Board annual cash retainer | $55,000 | 2024 schedule | |
| Audit & Risk Committee member retainer | $17,000 (Chair $30,000) | 2024 schedule | |
| Human Resources & Compensation Committee member retainer | $12,000 (Chair $24,000) | 2024 schedule | |
| Nominating & Corporate Governance Committee member retainer | $10,000 (Chair $20,000) | 2024 schedule | |
| Digital Advisory Committee retainer | $10,000 (Chair $20,000) | 2024 schedule | |
| Fiduciary & Investment Management Committee retainer | $10,000 (Chair $20,000) | 2024 schedule | |
| Balance Sheet Committee meeting fees | $500 member; $750 chair per meeting | 2024 schedule | |
| Continental U.S. director travel stipend | +$5,000 annually | 2024 schedule | |
| Nichols — Cash fees earned | $107,500 | 2024 actual |
Performance Compensation
| Equity Award Detail | Value/Shares | Grant/Vesting | Notes |
|---|---|---|---|
| Annual director equity — Restricted Stock | $65,020 (1,109 shares) | Granted Apr 26, 2024; 100% vest Apr 18, 2025 | FMV based on $58.63 close; no options/RSUs in 2024 |
| Options to purchase common stock | None | N/A | No director options outstanding as of 12/31/2024 |
Performance metrics tied to director compensation: None disclosed; director equity awards are time-based, not performance-conditioned; non-equity incentive for directors was not used in 2024 .
Other Directorships & Interlocks
| Company | Type | Status | Potential Interlock/Notes |
|---|---|---|---|
| Revlon, Inc. | Public | 2019–2023 | Served on Audit and later Restructuring Committee; no BOH transactional interlock disclosed |
| Zovio | Public | 2014–2022 | Chaired Compensation; member Audit and M&A Oversight; no BOH transactional interlock disclosed |
Expertise & Qualifications
- Skills matrix: Finance, Banking, Technology, Retail, Marketing/Communications, International Experience, Education, Community, Human Resources, Risk Management, CEO experience .
- Designations: Audit Committee financial expert; NYSE financial literacy; Federal Reserve “risk expert” .
- Education: B.S. in economics (UC San Diego); MBA in finance (UC Berkeley) .
Equity Ownership
| Category | Shares/Percent | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned | 28,586 shares | Feb 28, 2025 | Direct plus plan holdings per SEC rules |
| Right to acquire within 60 days | 1,109 shares | Feb 28, 2025 | Restricted shares under Director Stock Program vesting/distribution by Apr 18, 2025 |
| Total reported | 29,695 shares | Feb 28, 2025 | Less than 1% of shares outstanding |
| Directors’ Deferred Compensation Plan holdings | 13,576 shares | Feb 28, 2025 | Plan-designated shares counted in footnote (4) |
| Ownership guidelines | 5x annual cash retainer; 10 of 11 non-mgmt directors in compliance as of Jan 31, 2025 | Policy | |
| Hedging/Pledging policy | Prohibited for directors/employees | Policy |
Governance Assessment
-
Strengths
- Independent director with deep data/technology and financial services leadership; designated Audit Committee financial expert and Federal Reserve “risk expert” — supports robust oversight of financial reporting and enterprise risk .
- Active on Audit, Risk Management, Balance Sheet, and Digital Advisory committees; high committee cadence (e.g., 18 Audit & Risk meetings in 2024) indicates strong engagement .
- Ownership alignment via annual restricted stock awards and compliance-driven ownership guidelines; anti-hedging/anti-pledging policy strengthens alignment with shareholders .
- Board-level governance practices (majority voting, executive sessions, annual evaluations); 94% Say-on-Pay support in 2024 signals constructive shareholder engagement on compensation .
-
Watch items
- Multiple external advisory roles and prior restructuring oversight (e.g., Revlon) increase expertise but may present time-demands; no related-party or conflicted transactions involving Nichols were disclosed for 2024, and insider transactions with directors were ordinary-course, arms-length, and without unfavorable features .
- Director equity is time-based without performance hurdles; investors may prefer clearer performance linkage, though BOH director compensation is conventional and transparent .
RED FLAGS: None disclosed specific to Nichols in 2024—no related-party transactions, no pledging or hedging permitted, no option repricing or tax gross-ups .
Notes on Director Compensation Plan
- 2015 Director Stock Compensation Plan authorized options, restricted stock, and RSUs; 2024 grants were restricted stock only ($65,000 value; 1,109 shares) with one-year vesting; shareholders asked to approve 2025 successor plan maintaining restricted stock grants valued at $65,000 on grant date .
Summary Table — Nichols 2024 Compensation Mix
| Type | Amount ($) | Mix (%) | Citation |
|---|---|---|---|
| Cash fees | 107,500 | 62% | |
| Equity (restricted stock) | 65,020 | 38% | |
| Total | 172,520 | 100% |
Committee Assignments Snapshot (as of Jan 24, 2025)
| Committee | Role | Meeting cadence/notes |
|---|---|---|
| Audit Committee | Member; Audit Committee financial expert | 18 meetings in 2024; private sessions; oversight of auditor independence and internal audit; Nichols is signatory on Audit Committee Report |
| Risk Management Committee | Member; designated “risk expert” | Formed Jan 2025; chair Alicia Moy; retainers TBD |
| Balance Sheet Committee | Member | Crisis/liquidity/capital oversight; meeting fees per meeting |
| Digital Advisory Committee | Member | Annual retainer structure unchanged |
Independence, Attendance, and Engagement
- Independent under NYSE rules; Audit/HRC/NCGC wholly independent; Board majority independent .
- Board met 13 times in 2024; each director attended ≥75% of Board and committee meetings; seven executive sessions; full attendance at 2024 Annual Meeting .
Related-Party & Conflicts Oversight
- Audit Committee reviews material transactions/relationships involving directors/officers; 2024 insider transactions (including credit extensions) were ordinary-course, on market terms, and without unfavorable features .
- Code of Business Conduct addresses conflicts; robust whistleblower/anti-retaliation and trading policies (anti-hedging/anti-pledging) .
Say-on-Pay & Shareholder Feedback (context)
- Advisory approval of executive compensation: 94% support in 2024 (up from 74% in 2023 and 80% in 2022) following a redesign with balanced scorecard and improved alignment; indicates constructive governance responsiveness that supports investor confidence .
