Earl E. Fry
About Earl E. Fry
Earl E. Fry, age 66, has served as an independent director of Central Pacific Financial Corp. since 2005. He is Risk Committee Chair and a member of the Audit Committee, and is designated an “audit committee financial expert.” Formerly Executive Vice President, CFO and CAO at Informatica, he has deep finance, audit, M&A and enterprise risk experience; education includes a BBA from University of Hawaii at Manoa and an MBA from Stanford. He has been recognized multiple times as Software CFO of the Year by Institutional Investor.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Informatica Corporation | CFO; CAO; EVP Global Customer Support & Services; Interim CFO; Chief Customer Officer & EVP Operations Strategy | 2000–10/2014; 11/2014–8/2015; 9/2015–1/2016 | Led capital markets transactions, buybacks, >15 acquisitions; opened global centers; built ERM program; oversaw support/consulting (>50% of revenue) |
| Omnicell, Inc. | CFO | ~4 years (prior to Informatica) | Public company finance leadership |
| C-ATS Software Inc. | CFO | ~2 years | Finance leadership |
| Weitek Corporation | CFO | ~3 years | Finance leadership |
| Ernst & Whinney (EY) | Senior Auditor | Early career | Audit expertise foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Backblaze Inc. (NASDAQ: BLZE) | Director; member of Compensation, Audit, and Nominating & Governance Committees | 8/2021–present | Serves on one other public company audit committee (Backblaze) |
| Hawaiian Holdings, Inc. (NASDAQ: HA; merged into Alaska Air Group) | Director; Audit Committee Chair; Executive Committee member | 5/2016–9/2024 | Ended with merger into Alaska Air Group |
| Xactly Corporation | Director | 9/2005–7/2017 | Technology board experience |
| Pacific Asian Center for Entrepreneurship (PACE), Shidler College of Business | Director | N/A | Community/academic engagement |
| Japanese Cultural Center of Kona | Board of Governors | N/A | Community leadership |
| Illuminate Ventures | Advisory Council member | N/A | Venture/innovation advisory |
Board Governance
- Independence: CPF’s Board determined Fry is “independent” under NYSE rules; Audit, Compensation, and Governance Committees are comprised solely of independent directors.
- Committee assignments: Audit Committee member; Risk Committee Chair (appointed April 2024).
- Attendance/Engagement: In 2024 the Board held 8 regular and 10 special meetings; each incumbent director attended at least 75% of combined Board and committee meetings; the Audit Committee met 6 times (with extensive private sessions), and the Board Risk Committee met 4 times.
- Leadership and oversight: Lead Independent Director is Crystal K. Rose; Board leadership (Chair/CEO combined) balanced by independent committee structures and executive sessions.
- Policies: Director resignation policy upon high “withhold” votes; mandatory retirement at first annual meeting after age 70; limit of no more than two other public company boards without Governance Committee approval.
Fixed Compensation
| Component (2024 cycle) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer | $125,000 | CPF requires 50% of director fees be paid in equity (stock or DDC hypothetical shares) |
| Risk Committee Chair Retainer | $17,500 | Chair premium for Board Risk Committee |
| Total Director Fees (2024) | $142,500 | Paid May 2024 for service to next annual meeting |
| 2024 Equity/Cash Mix for Fry | Amount | Detail |
|---|---|---|
| Stock Award Value | $71,245 | 3,348 shares @ $21.28 per share issued from 2023 Stock Compensation Plan |
| Cash Fees | $71,255 | Cash portion of fees |
| Total | $142,500 | 50% equity, 50% cash per policy |
- Board pay review: The Compensation Committee engaged Pay Governance in Oct 2024; board compensation was aligned with peers; no adjustments recommended; consultant independence reviewed with no conflicts.
Performance Compensation
- Not applicable for directors: CPF’s proxy discloses director compensation as annual retainers (cash/equity) and committee chair premiums; no performance-based metrics, options, or PSUs are disclosed for non-employee directors.
Other Directorships & Interlocks
| Company | Overlap Type | Potential Conflict Notes |
|---|---|---|
| Backblaze Inc. | Public company board; Audit/Comp/Gov committees | CPF policy permits up to two other public boards absent approval; Fry serves on one other audit committee; no related-party transactions disclosed involving Fry and Backblaze. |
| Hawaiian Holdings, Inc. | Former public board; audit chair; exec committee | Ended 9/2024 with merger into Alaska Air Group; no CPF related-party disclosures naming Fry. |
Expertise & Qualifications
- Finance/accounting and audit leadership across multiple technology and financial services companies; extensive capital markets and M&A execution; established ERM programs.
- Designated “audit committee financial expert”; international business and technology/cybersecurity experience; banking familiarity; Institutional Investor Software CFO of the Year (2010–2014).
- Education: BBA, University of Hawaii at Manoa; MBA, Stanford Graduate School of Business.
Equity Ownership
| Holder/Form | Shares | Notes |
|---|---|---|
| Fry Family Trust (co-trustees: Earl and spouse) | 50,000 | Shared voting/investment power |
| Direct holdings (Earl E. Fry) | 5,198 | Directly held |
| Total beneficial ownership | 55,198 | Less than 1% of class |
| DDC Plan hypothetical shares (not owned) | 19,946 | Credited as hypothetical investment; no ownership rights |
- Trading and alignment policies: CPF prohibits director/employee hedging; pledging is prohibited without prior consent; robust stock ownership guidelines apply to Board members.
Governance Assessment
- Strengths: Independent director; Risk Committee Chair with strong ERM and technology background; Audit Committee financial expert; active committee cadence (Audit 6 meetings with multiple private sessions; Risk 4 meetings); director equity compensation at 50% enhances alignment; independent compensation consultant with no conflicts; clawback provisions and strong compensation governance practices; Say-on-Pay received ~98% support in 2024.
- Potential conflicts/RED FLAGS: Proxy related-party disclosures in 2024 detail transactions involving other directors and affiliates; Fry is not named in these disclosures. CPF’s policy caps other public company board service; Fry’s service on Backblaze appears within policy, and he serves on only one other public company audit committee. No pledging/hedging by Fry is disclosed.
- Attendance/engagement signal: Board held 18 meetings in 2024; all incumbents met at least 75% attendance; Audit and Risk committees actively met, indicating oversight rigor.
- ESG and risk oversight: Board Risk Committee (chaired by Fry) oversees material risk categories including capital, credit, cyber/IT, and ESG; board receives regular updates from risk and technology leaders.