Jonathan B. Kindred
About Jonathan B. Kindred
Independent director of Central Pacific Financial Corp. (CPF) since 2021; age 64. He brings 36+ years in global financial services, including serving as President & CEO of Morgan Stanley Japan Holdings Co., Ltd. (2007–2019) and Morgan Stanley MUFG Securities Co., Ltd. (2010–2019). He holds a B.S. in Economics from The Wharton School and currently serves as Managing Member of KR Consulting LLC and KR Farms LLC. He is the Board-designated Audit Committee Chair and an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Japan Holdings Co., Ltd. | President & CEO | 10/2007–5/2019 | Senior global leadership; regulatory engagement; member of Morgan Stanley Management Committee |
| Morgan Stanley MUFG Securities Co., Ltd. | President & CEO | 5/2010–5/2019 | Joint venture leadership; Japan capital markets expertise |
| KR Consulting LLC | Managing Member | 2/2019–present | Advisory work (founder-led) |
| KR Farms LLC | Managing Member & Founder | 3/2021–present | Entrepreneurship/operator experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Hawaii Contemporary | Director | Non-profit | Community/cultural institution |
| TY Management Corporation | Director | Private | Director role (not publicly traded) |
| Public company directorships | — | — | None disclosed for Kindred; current CPF directors with public boards are listed separately (Kindred not among them) |
Board Governance
- Independence: Board deems all nominees independent except the CEO (Martines) and two former executives (Ngo, Yonamine); Kindred is independent.
- Committees: Audit Committee Chair; the Audit Committee met 6 times in 2024 (with multiple private sessions), and the Board met 8 regular and 10 special meetings in 2024.
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings on which they served in 2024.
- Financial expertise: Board determined Kindred is an SEC “audit committee financial expert”; all Audit Committee members are financially literate and independent.
- Lead Independent Director structure in place; 9 of 12 directors are independent; executive sessions occur under Lead Independent Director.
Fixed Compensation
| Component | 2024 Detail | Amount |
|---|---|---|
| Annual cash retainer (Director) | Board schedule | $125,000 |
| Committee chair retainer | Audit Committee Chair | $25,000 |
| Total scheduled fees for role | Director + Audit Chair | $150,000 |
| Actual fees paid (cash) | May 2024 cycle | $75,009 |
| Stock awards (shares × FMV) | 3,524 shares at $21.28 on grant; issued under 2023 Plan or via DDC Plan | $74,991 |
| Other compensation | Condolence gift under Bank policy | $600 |
| Total 2024 director compensation | — | $150,600 |
| Equity mix policy | Directors must receive 50% of total fees in equity | Policy requirement |
| Payment timing | Non-employee director retainers paid/credited in May 2024 | Schedule |
Notes:
- Directors can elect equity via stock or through the Directors Deferred Compensation (DDC) Plan; at least 50% of fees must be taken in equity.
- No meeting fees disclosed; structure reviewed by independent consultant (Pay Governance) in Oct. 2024 and found aligned with peers.
Performance Compensation
Directors do not receive performance-based incentive compensation; the board program is retainer-based with a required equity component (no AIP/PSU/option metrics for directors).
| Metric | Weight | Target | Result | Payout |
|---|---|---|---|---|
| Not applicable for non-employee directors | — | — | — | — |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public companies | Public | None | None disclosed for Kindred |
| Hawaii Contemporary | Non-profit | Director | None disclosed |
| TY Management Corporation | Private | Director | None disclosed |
The proxy also lists certain ordinary-course relationships for other independent directors; no related-party transactions specific to Kindred are disclosed.
Expertise & Qualifications
- Skills matrix: Banking; Business Transformation; CEO/Business Owner; Finance/Accounting; International Business; Regulatory/Legal.
- Audit Committee financial expert designation; deep global markets and regulatory engagement experience from Morgan Stanley Japan leadership.
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Jonathan B. Kindred | 11,233 shares (direct) | <1% | As of Feb. 19, 2025 |
Additional alignment policies:
- Stock ownership guidelines (Directors): Lesser of 25,000 shares or the value of 5× annual cash retainer; 5-year compliance window; DDC hypothetical shares count toward guideline. Last updated effective Oct. 2024.
- Counting toward guideline includes directly/ jointly held, trust, retirement plan, DDC credits, certain charitable holdings, beneficial ownership, and time-based RSUs.
- Hedging prohibited; pledging prohibited without prior Legal Department consent under Stock Trading Policy.
- Section 16 compliance: No delinquent filings in 2024 reported by the Company.
Compliance note: The proxy does not disclose Kindred’s guideline compliance status; with 11,233 shares and a 5-year window from initial service (appointed 2021), precise status cannot be determined from the filing; DDC credits (if elected) would count.
Governance Assessment
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Strengths:
- Independent Audit Committee Chair with SEC “financial expert” designation; committee met 6× in 2024 with extensive private sessions—indicates robust oversight of auditors, controls, and compliance.
- High engagement indicators: Board held 18 meetings in 2024; all directors met ≥75% attendance requirement.
- Compensation alignment: Mandatory 50% equity for directors; equity taken via stock/DDC promotes long-term alignment.
- Strong policy framework: Clawback policy adopted per NYSE rules; hedging prohibition and controlled pledging; stock ownership guidelines in place.
- Investor sentiment: Say-on-pay support ~98% in 2024, signaling broad shareholder confidence in pay governance.
-
Watch items:
- Ownership scale: Current beneficial ownership (11,233 shares) is below the 25,000-share threshold option in the director guideline; however, the guideline is “lesser of 25,000 shares or 5× retainer value,” and DDC credits count; the proxy does not disclose his compliance status and time remains in the 5-year window.
- Related-party and conflicts: No transactions disclosed for Kindred; Company screens related-party transactions via Audit Committee policy—continue monitoring.
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No red flags identified:
- No disclosed hedging/pledging by Kindred; hedging prohibited and pledging restricted by policy.
- No Section 16 filing delinquencies for 2024.
- No director-specific related-party transactions disclosed for Kindred.
Overall signal: An experienced, globally seasoned audit chair with strong independence markers, meaningful equity-based pay mix, and robust committee process—positive for board effectiveness and investor confidence. Continued tracking of stock ownership guideline progress and any future related-party developments is warranted.