Diane W. Murakami
About Diane W. Murakami
Diane W. Murakami, 56, serves as Executive Vice President, Commercial Markets, for Central Pacific Financial Corp.’s bank subsidiary, Central Pacific Bank, overseeing Commercial Banking, Business Banking, International Banking, and Institutional Deposits/Cash Management; she has 31+ years of banking experience including leadership roles at Bank of Hawaii and joined CPB leadership in 2020 (EVP since 1/1/2022) . Effective 9/1/2025, as part of a corporate realignment, she ceased being an “executive officer” of the public holding company but continues in the same EVP role at CPB and on the Bank’s Managing Committee, which may reduce Section 16 reporting but not operating responsibilities . Education: BBA (Finance), Loyola Marymount University; Pacific Coast Banking School (University of Washington) . Company performance context during her tenure: 2024 net income was $53.4m (down 9% YoY), with adjusted net income $63.4m; company TSR improved in 2024 vs 2023 based on PVP disclosures (value of $100 investment rose to $124.21 in 2024 from $80.37 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Pacific Bank | EVP, Commercial Markets | 2022–present | Leads strategic direction for Commercial Markets: Commercial/Business Banking, International Banking, Institutional Deposits & Cash Management . |
| Central Pacific Bank | GSVP/Division Manager, Commercial Banking | 2021–2021 | Commercial Banking leadership and growth . |
| Central Pacific Bank | SVP/Division Manager, Commercial Banking | 2020–2021 | Built commercial franchise capabilities . |
| Bank of Hawaii | SVP, Private Banking Manager | 2017–2020 | Led Private Banking operations . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Roman Catholic Diocese of Honolulu | Investment & Loan Committee | n/d |
| Chamber of Commerce Hawaii | Director | n/d |
| Catholic Charities Hawaii | Director | n/d |
| Kahala Business Association | Director | n/d |
| Goodwill Industries of Hawaii, Inc. | Director | n/d |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 310,000 |
| Target Bonus (% of Base) | 50% | 50% |
| Actual Annual Incentive Paid ($) | 105,000 | 140,546 (91% of target) |
| All Other Compensation ($) | 16,515 | 19,998 (parking $900; group life $3,930; club dues $7,175; misc $31) |
Notes: Modest base salary increases in 2024 reflected market benchmarking; 2024 AIP outcomes reflect company and personal goal performance .
Performance Compensation
2024 Annual Incentive Plan (AIP) Structure and Results
| Metric | Weight | Threshold | Target | Max | 2024 Actual Result | Payout % | Notes |
|---|---|---|---|---|---|---|---|
| Net Income | 50% | $51.12m | $63.90m | $76.68m | $63.42m (adjusted) | 98% | Adjusted for $9.9m securities loss and $3.1m strategic expense; without adj., pool would be 59% . |
| Efficiency Ratio | 20% | +4.00% vs target | 62.69% | -4.00% vs target | 65.10% (adjusted) | 52% | Adjustments aligned with Net Income adjustments . |
| Business Plan/Personal Goals | 30% | Committee assessment | Meets | Exceeds | Exceeds | 115% (non-CEO avg) | CEO 117%; other NEOs avg 115% . |
Overall 2024 AIP pool payout: 94% of target; Murakami received $140,546 (91% of individual target) on $310,000 base (target $155,000) .
Selected 2024 personal achievements for Murakami: led profitable business checking campaign, recognized for small business leadership, launched employee referral program, refocused on profitability and fraud risk mitigation .
Long-Term Incentives (LTI)
- Plan design: 50% RSUs (time-vest, 3 equal annual tranches), 50% PSUs (cliff vest; 50% based on three-year average ROE; 50% based on three-year relative TSR vs S&P SmallCap 600 Commercial Bank Index; payout 0–200%; TSR governor caps above-target if absolute TSR is negative) .
- 2024 LTI grant to Murakami (grant date 2/15/2024):
- Target equity grant value: $154,999; split 50/50 RSU/PSU .
- RSUs: 4,001 units; vest 1/3 on 2/15/2025, 2/15/2026, 2/15/2027 .
- PSUs: 2,001 (ROE) + 2,000 (rTSR) target units; ROE measured 2024–2026; rTSR measured 2/15/2024–2/15/2027; cliff vest 2/15/2027 subject to performance .
- Historical PSU payout: 2012–2024 cycle (granted 2022) paid 96.03% of target (ROA 67.88% factor; rTSR 124.17% factor) .
Vesting Schedules (selected outstanding awards as of 12/31/2024)
- 2023 grant: RSUs vest 2/15/2025 and 2/15/2026; PSUs (ROE 2023–2025) cliff vest 2/15/2026; PSUs (rTSR 2/15/2023–2/15/2026) performance trending between target and max per proxy table footnotes .
- 2022 grant: PSUs cliff vest 2/15/2025; RSUs final tranche 2/15/2025 .
- 2020 new-hire grant: RSUs final tranche vests 5/15/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,871 CPF shares held directly (as of 2/19/2025) . |
| Ownership as % of OS | Less than 1% (OS: 27,115,848 shares at 2/19/2025) . |
| Unvested Equity (illustrative) | 2024 RSUs 4,001 (vest 2025–2027); 2024 PSUs 4,001 target (cliff 2027); 2023 RSUs/PSUs outstanding; 2022 PSUs outstanding; 2020 RSU final vest 2025 . |
| Ownership Guidelines | EVPs must hold 1.5x base salary; Murakami not yet met (appointed EVP 1/2023), on-track within 5-year window (by 2028) . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent prior legal approval; insider trading policy enforced with blackout periods . |
| Clawback | NYSE-compliant clawback adopted 9/21/2023; incentive comp subject to recovery for restatements/misconduct . |
Employment Terms
- Employment-at-will; no employment agreements for NEOs; no standard severance multiples .
- Change-in-Control (CIC): No CIC agreements; equity acceleration is double-trigger only (CIC plus qualifying termination). As of 12/31/2024, estimated accelerated equity value for Murakami upon CIC with termination: $506,516 (at target for PSUs; based on $29.05/share) .
- Governance “what we don’t do”: no tax gross-ups, no guaranteed bonuses, no special retirement benefits; no repricing of options/SARs without shareholder approval .
Insider Transactions and Vesting-Related Selling Pressure (last 24 months)
- 5/15/2025: Form 4 filed indicating RSU vest and shares withheld/sold to cover taxes upon vesting .
- 6/2/2025 and 6/6/2025: Additional Form 4s posted on company insider filings page (ongoing administrative updates) .
- 7/14/2025: Form 4 filed (includes updated power of attorney); typical periodic equity/administrative transactions .
Interpretation: Reported activity appears consistent with scheduled RSU vesting and associated tax withholding rather than discretionary open-market selling, which typically indicates lower incremental selling pressure.
Company Performance During Murakami’s EVP Tenure
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income - (IS) | 73,928,000 | 58,669,000 | 53,412,000 |
| Revenues | 47,914,000 | 46,651,000 | 38,668,000 |
Note: Figures above reflect S&P Global/Capital IQ standardized data as provided via GetFinancials tool.
Additional context: 2024 net income declined 9% YoY to $53.4m (ROA 0.72%, ROE 10.25%), impacted by $9.9m pre-tax securities repositioning loss and $3.1m strategic expense; adjusted net income was $63.4m (adjusted ROA 0.86%, adjusted ROE 12.10%) .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 total comp relied materially on at-risk incentive (AIP + LTI). Salary increased 3.33% to keep market alignment; AIP paid 91% of target; 2024 LTI maintained 50/50 RSU/PSU balance with performance linkage to ROE and rTSR .
- Performance rigor: AIP included multi-factor weighting (70% financial metrics); negative discretion retained; adjustments transparently disclosed and tied to longer-term positioning (investment portfolio repositioning) .
- Peer benchmarking: Program reviewed with an independent consultant (Pay Governance); local market constraints (talent scarcity, high cost of living) acknowledged; 2024 say‑on‑pay support ~98% .
Risk Indicators and Red Flags
- Hedging and pledging prohibited (with limited, pre‑cleared exceptions for pledging); insider trading policy and blackout periods in place .
- No repricing of equity without shareholder approval; no tax gross‑ups; no guaranteed bonuses; robust clawback policy adopted .
- Related-party transactions: None disclosed involving Murakami; company disclosed immaterial ordinary-course relationships for other directors .
Compensation Peer Group and Say‑on‑Pay
- 2024 peer group (16 banks) selected on assets ($3–$20bn), business model, and geography (Hawaii/West Coast, high-price metros); CPF positioned at 38th percentile of asset size as of YE 2024 .
- Say‑on‑pay: 2024 approval of ~98% indicates strong shareholder support for compensation practices .
Employment Terms and Severance/CIC Economics
| Provision | Details |
|---|---|
| Employment Agreement | None; at-will . |
| Severance (Non‑CIC) | None beyond generally available employee benefits . |
| CIC Treatment | Double-trigger acceleration of unvested equity (target level for PSUs) upon CIC with qualifying termination; estimated accelerated value $506,516 as of 12/31/2024 . |
| Clawback | NYSE/Dodd‑Frank compliant policy (adopted 9/21/2023) . |
| Tax Gross‑Ups | None . |
Investment Implications
- Pay-for-performance alignment: 2024 AIP outcomes (94% pool, 91% for Murakami) and performance‑weighted LTI (ROE and rTSR) indicate alignment with shareholder value creation; PSU payout history (96% for 2022–2024 cycle) supports measurable rigor .
- Retention risk: No employment or CIC cash severance; equity is the primary retention lever. Ownership guidelines require 1.5x salary; Murakami is still in the build period (deadline 2028), with significant unvested RSUs/PSUs scheduled through 2027 which should mitigate near‑term attrition risk .
- Insider selling pressure: Recent Form 4s appear tied to RSU vests and tax withholding, not discretionary sales, implying limited incremental selling overhang from Murakami .
- Company fundamentals: Net income compressed 2022–2024 but adjusted metrics improved YoY in 2024 due to strategic repositioning; TSR recovered in 2024. Execution focus on core deposit growth, asset quality, and profitability initiatives should inform forward incentive outcomes .