Diane S.L. Paloma
About Diane S.L. Paloma
Diane S.L. Paloma is an independent director of Central Pacific Financial Corp. (CPF) and a member of the Bank’s Trust Committee. She is 51 and joined the CPF Board in 2025. Paloma is President & CEO of Hawaii Dental Service (since Nov. 2021), Chair of Hawaii Client Services Corporation, and formerly CEO of King Lunalilo Trust & Lunalilo Home (2017–2021). She holds a B.S. in Physiological Science (UCLA), an MBA (University of Hawaii at Manoa, Shidler), and a Ph.D. (Capella University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawaii Dental Service (HDS) | President & Chief Executive Officer | 11/2021–Present | Leads Hawaii’s largest dental plan provider; brings healthcare sector insight to CPF |
| Hawaii Client Services Corporation | Chair | 2021–Present | Oversees TPA services for retirement and health/welfare plans |
| King Lunalilo Trust & Lunalilo Home | Chief Executive Officer | 8/2017–11/2021 | Operated elder care services; community/healthcare experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Hawaii | Board of Regents | Not disclosed | Public higher education governance |
| Hawaii Business Roundtable | Director | Not disclosed | Business policy forum |
| Partners in Development Foundation | Director | Not disclosed | Nonprofit board service |
| Child & Family Service | Director | Not disclosed | Nonprofit board service |
| Make Lemonade Project | Director | Not disclosed | Nonprofit board service |
Board Governance
- Committee assignments: Member, Bank Trust Committee; no chair roles disclosed for Paloma .
- Independence: Board determined Paloma is independent under NYSE rules (all directors are independent except CEO Arnold D. Martines and former executives A. Catherine Ngo and Paul K. Yonamine). Audit, Compensation, and Governance committees are composed solely of independent directors .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting. Paloma joined in 2025; no attendance disclosure yet specific to her 2025 service .
- Shareholder support (2025 election): Paloma received 22,065,308 “For” votes and 25,214 “Against/Withheld” at the April 24, 2025 annual meeting .
Fixed Compensation
- Structure and levels: Directors receive an annual retainer, payable in cash and/or Common Stock or credited as a hypothetical investment in CPF shares under the Directors’ Deferred Compensation Plan (DDC Plan). Payments are typically made in May for service through the next annual meeting .
| Board Position | Annual Retainer | Chair Retainer | Total Fees |
|---|---|---|---|
| Director & Lead Independent Director | $125,000 | $30,000 | $155,000 |
| Director & Chair Audit Committee | $125,000 | $25,000 | $150,000 |
| Director & Chair Compensation Committee | $125,000 | $17,500 | $142,500 |
| Director & Chair Governance Committee | $125,000 | $15,000 | $140,000 |
| Director & Chair Directors Loan Committee (Bank) | $125,000 | $15,000 | $140,000 |
| Director & Chair Trust Committee (Bank) | $125,000 | $15,000 | $140,000 |
| Director & Chair Risk Committee | $125,000 | $17,500 | $142,500 |
| Director (non-chair) | $125,000 | — | $125,000 |
- Observations for Paloma: Paloma’s name does not appear in the 2024 director compensation table (payments for the May 2024–April 2025 cycle), consistent with her joining the Board in 2025; directors choose cash and/or stock or DDC credits .
Performance Compensation
- Non-employee directors: No performance-contingent director compensation is disclosed; director pay consists of cash retainers and stock/deferral elections (no director-level performance metrics or PSUs disclosed) .
Other Directorships & Interlocks
- Public company boards: The proxy lists current and recent public company directorships for certain directors; Paloma is not listed with any public company boards as of the proxy’s “past five years” disclosure .
- Ordinary-course relationships: In 2024, certain independent directors (including Paloma) served on boards or as officers of companies with ordinary-course business relationships with the Bank. All amounts were less than 1% of each party’s annual gross revenue, on market terms, with no director involvement; the Board found no impairment to independence .
- Charitable affiliations: Bank/Foundation donations to entities affiliated with independent directors totaled ~ $50,000 in 2024; amounts did not exceed NYSE thresholds or impair independence .
Expertise & Qualifications
- Core skills identified by CPF: Business Transformation; CEO/Business Owner; Hawaii Business; Finance/Accounting .
- Education: B.S. (UCLA), MBA (Shidler), Ph.D. (Capella University) .
- Sector insight: Healthcare payer/operator leadership (HDS) offers domain expertise for CPF’s healthcare client strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Diane S.L. Paloma | 526 | <1% |
- Stock ownership guidelines (directors): Lesser of 25,000 shares or the value of 5x the annual cash retainer; timeframe to achieve is 5 years. DDC Plan credits count toward the guideline .
- Hedging policy: Directors and executive officers are prohibited from hedging/monetization transactions, short sales, or trading options in CPF securities, to preserve alignment with shareholders .
- Section 16(a) compliance: No known failures to file timely reports in 2024 (directors/officers/10% holders) .
Governance Assessment
- Independence and conflicts: Paloma is independent under NYSE rules. While she is associated with entities that bank with CPF, relationships were immaterial, on market terms, and she had no involvement—limiting conflict risk .
- Board effectiveness signals: Fresh addition in 2025 supports board refreshment strategy; strong shareholder support in 2025 vote (22.07M For vs. 25K Against/Withheld) underscores investor confidence .
- Alignment: Ownership is modest at 526 shares with a 5-year window to meet the director ownership guideline; hedging is prohibited and DDC credits count toward the requirement, supporting long-term alignment .
- Compensation structure: Director pay is a fixed retainer with optional equity/deferral; no performance-conditioned pay for directors—reduces pay-for-performance concerns at the director level but places emphasis on equity holding requirements for alignment .
- Red flags: None evident. No delinquent Section 16 filings; ordinary-course relationships vetted; charitable contributions below thresholds; Audit/Comp/Governance committees are independent-only .
Appendix: Shareholder Voting (Signals of Support)
| Item (April 24, 2025) | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: Diane S.L. Paloma | 22,065,308 | 25,214 | — | 1,409,364 |
| Say-on-Pay (Advisory) | 21,564,312 | 501,346 | 24,864 | 1,409,364 |