Crystal K. Rose
About Crystal K. Rose
Crystal K. Rose is Lead Independent Director of Central Pacific Financial Corp. (CPF), serving on the board since 2005 (age 67). She is a name partner at Lung Rose Voss & Wagnild with 43 years of practice focused on real estate, trusts, commercial litigation, transactions, and construction law, bringing deep legal and real estate expertise to the board. She served as CPF Board Chair from April 20, 2011 to May 31, 2014, and has served as Lead Independent Director since June 1, 2014; she holds a B.S. (Psychology and Sociology) from Willamette University and a J.D. from UC Hastings College of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Pacific Financial Corp. | Lead Independent Director | Jun 1, 2014 – Present | Presides over executive sessions of independent directors; liaison between board and management; ensures independent oversight . |
| Central Pacific Financial Corp. | Chair of the Board | Apr 20, 2011 – May 31, 2014 | Board leadership during transition; previously chaired Governance Committee from Jun 1, 2014 to Apr 1, 2019 . |
| Lung Rose Voss & Wagnild | Partner (name partner) | 1989 – Present | Specializes in real estate, trusts/estates, commercial litigation/transactions, construction law . |
| Rose Consulting LLC | Member | 2021 – Present | Consulting role (private) . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Kamehameha Schools | Board of Trustees | Current | Trustee; also trustee of Charles Reed Bishop Trust and director of Bishop Holdings Corporation . |
| Bishop Holdings Corporation | Director | Current | Governance oversight . |
| Catholic Charities Hawaii | Board of Advisors | Current | Community engagement . |
| Charles Reed Bishop Trust | Trustee | Current | Fiduciary oversight . |
| The Nature Conservancy (Hawaii & Palmyra) | Ihupani Advisory Council | Current | Environmental stewardship advisory . |
| Gentry Homes, Ltd. | Director | Current | Private company board . |
| Hawaiian Holdings, Inc. (former NASDAQ: HA) | Director | 2006 – 2024 (ended at merger with Alaska Air Group) | Prior public company experience . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Classified independent under NYSE rules; board determined independence for all directors except the current CEO (Martines) and two recent former executives (Yonamine, Ngo) . |
| Committee Assignments | Compensation Committee (member); Governance Committee (member) . |
| Committee Meeting Cadence (2024) | Compensation Committee: 6 meetings; Governance Committee: 7 meetings . |
| Lead Independent Role | Presides over executive sessions of independent directors, acts as liaison with executive leadership, ensures independent governance oversight . |
| Board Meetings (2024) | 8 regular and 10 special board meetings; every incumbent director attended at least 75% of the aggregate board and committee meetings on which they served . |
| Annual Meeting Attendance | 11 of 12 then-serving directors attended the prior annual meeting . |
| Director Tenure Policy | Mandatory retirement at first annual meeting after age 70 for non-employee directors . |
| Overboarding Policy | Directors generally limited to no more than two other public boards absent Governance Committee approval . |
Fixed Compensation
| Component | 2024 Director Fee Schedule | Notes |
|---|---|---|
| Annual Board Retainer (Director) | $125,000 | Half must be taken as equity or deferred into hypothetical CPF shares under the Directors Deferred Compensation (DDC) Plan . |
| Lead Independent Director Retainer | +$30,000 | Applied to Ms. Rose in addition to director retainer . |
| Committee Chair Retainers | Audit: +$25,000; Compensation: +$17,500; Governance: +$15,000; Risk: +$17,500 | Chair fees only; Ms. Rose was not a committee chair in 2024 . |
| Meeting Fees | None disclosed | Compensation is retainer-based . |
| Director | Cash ($) | Stock/Equity ($) | Total ($) | Details |
|---|---|---|---|---|
| Crystal K. Rose | 77,500 | 77,500 | 155,000 | Required 50% equity allocation met via DDC Plan; credited 3,641.92 hypothetical shares at $21.28/share for $77,500; remaining $77,500 paid in cash; includes $30,000 Lead Independent Director retainer . |
- Directors must receive 50% of total fees in equity (shares or DDC hypothetical shares) under the 2023 Stock Compensation Plan/DDC Plan; Ms. Rose elected DDC Plan credits rather than direct shares .
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors; director pay is comprised of retainers with a mandatory equity component (50%) rather than performance-conditioned awards .
Other Directorships & Interlocks
| Company/Entity | Public Ticker | Status | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Hawaiian Holdings, Inc. | Former NASDAQ: HA | Prior public | Director (2006–2024) | Ended upon merger with Alaska Air Group; no CPF-related conflicts disclosed . |
| Kamehameha Schools / Bishop entities | — | Current | Trustee/Director | Board notes certain charitable affiliations of independent directors were immaterial and below NYSE thresholds; aggregate charitable donations approx. $50,000 in 2024; no impairment to independence . |
| Gentry Homes, Ltd. | — | Current | Director | No related-party transaction with CPF disclosed –. |
Expertise & Qualifications
- Legal, regulatory, and real estate expertise; identified board skills include Hawaii business, real estate, and regulatory/legal .
- Extensive board leadership history at CPF (former Chair; current Lead Independent Director) supporting effective independent oversight and executive session leadership .
Equity Ownership
| Holder | Beneficial Ownership Detail (as of Feb 19, 2025) | Percent of Class |
|---|---|---|
| Crystal K. Rose | 27,175 shares directly; 64 shares jointly with spouse; 230 shares as trustee of her pension plan; total 27,469 shares beneficially owned | <1% (per company’s notation) . |
| Deferred (DDC) Hypothetical Shares | 33,735 hypothetical shares credited to unfunded book account (no ownership rights in actual shares) | — |
- Section 16(a) compliance: No delinquent filings reported for 2024 for any directors; Ms. Rose had no reported delinquencies .
- Hedging and pledging: Company prohibits hedging; pledging Company stock requires prior Legal approval; these policies apply to directors and employees .
Governance Assessment
-
Strengths and positive signals:
- Experienced lead independent director with long service continuity; formal duties include presiding over independent director sessions and acting as liaison with management, reinforcing independent oversight .
- Independent director status affirmed; committee membership limited to independent directors for Audit, Compensation, Governance; Ms. Rose serves on Compensation and Governance .
- Attendance: All incumbent directors met ≥75% attendance in 2024; robust board cadence (18 meetings in 2024) suggests active oversight .
- Director pay structure emphasizes equity alignment (50% equity), with transparent fee schedule; Ms. Rose’s total director pay of $155,000 reflects Lead Independent role .
- Compensation Committee uses independent consultant (Pay Governance); independence reviewed with no conflicts found, supporting sound compensation governance .
- Strong shareholder support: 98% Say-on-Pay approval in 2024, signaling investor confidence in compensation governance .
- Code of Conduct, related-party transaction policy, and insider trading/hedging/pledging controls reduce governance risk .
-
Related-party/conflict check:
- No related-party transactions disclosed involving Ms. Rose; board Independence section notes immaterial charitable affiliations across some independent directors and specific arm’s-length transactions for other directors, with none flagged for Ms. Rose – .
-
Watch items:
- Mandatory director retirement at age 70 may trigger near-term refresh considerations given Ms. Rose’s age (67), which investors should monitor for succession planning and continuity of the Lead Independent role .
- Combined CEO/Chair structure places additional importance on the effectiveness of the Lead Independent Director; Ms. Rose’s defined LID responsibilities mitigate concentration risk .
Board Committee Snapshot (for Ms. Rose)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 6 |
| Governance | Member | 7 |
| Lead Independent Director | Presides over independent sessions; liaison duties | — |
Director Compensation Mechanics (Key Features)
- 50% of total board fees must be taken in equity (shares or DDC hypothetical shares) to align director incentives with shareholder outcomes .
- DDC Plan permits deferral with third-party administration; distributions are from general assets; no above-market earnings .
- Ms. Rose elected DDC Plan in 2024: 3,641.92 hypothetical shares credited at $21.28 per share for $77,500; remaining $77,500 paid in cash .
Say-on-Pay and Shareholder Feedback
- Say-on-Pay approval: ~98% in 2024; Compensation Committee oversight supported by independent consultant and legal advisor; committee met six times in 2024 .