Kisan Jo
About Kisan Jo
Kisan Jo, age 46, is Executive Vice President, Retail and Wealth Markets at Central Pacific Financial Corp. (CPF) and the Bank, serving as an executive officer since 2023; he oversees the branch network, customer service center, wealth management, consumer lending, and client experience . His education includes a BS in Accounting from the University of the West Indies, an MBA from the University of Hawaii at Manoa (Shidler), and Pacific Coast Banking School at University of Washington . CPF’s performance-linked pay framework for Jo includes an annual incentive tied to Net Income (50%), Efficiency Ratio (20%), and Business/Personal Goals (30%), with 2024 AIP paying 94% of target overall, plus multi‑year PSUs measured on ROE and relative TSR versus peers, providing alignment to profitability and shareholder returns . CPF prohibits executive hedging of company stock and limits pledging (requires prior legal consent), enforces a NYSE-compliant clawback policy adopted Sep 21, 2023, and subjects EVPs to stock ownership guidelines of 1.5× base salary within 5 years; Jo is on track though not yet at the guideline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Central Pacific Financial Corp. / Bank | EVP, Retail Markets and Operations | Jan 2022 – Nov 2023 | Led retail markets and operations prior to elevation to Retail & Wealth, building customer experience base |
| Prince Resorts Hawaii and affiliates | President and Director | Apr 2018 – Dec 2021 | Oversaw Hawai‘i operations across hotels, golf courses; deep customer service and international business insights (Korea market) |
External Roles
| Organization | Role | Years |
|---|---|---|
| Boys and Girls Club of Hawaii | Director | Not disclosed |
| Aloha United Way | Director | Not disclosed |
| Hawaii Lodging and Tourism Association | Allied Member | Not disclosed |
| Fund for the Pacific Century | Director | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 318,558 | 160,000 (AIP target) | 150,400 | 15,625 | 644,930 |
| 2023 | 314,423 | — | 110,250 | 19,648 | 598,862 |
All Other Compensation 2024 detail for Jo: $900 parking fringe, $1,371 group life insurance, $6,975 club dues, $31 misc award .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
| Metric | Weighting | Target Calibration | Actual Outcome | Payout Mechanics |
|---|---|---|---|---|
| Net Income | 50% | Minimum 80% of budget for payout eligibility | Company-wide 2024 AIP paid 94% of target overall | 50% payout at threshold; up to 200% at ≥120% of budget |
| Efficiency Ratio | 20% | Minimum +4.00% of target (threshold); max at −4.00% of target | Included in overall AIP determination | 50% payout at threshold; up to 200% at max |
| Business Plan/Personal Goals | 30% | Minimum performance required for payout | Included in overall AIP determination | 50% payout at threshold; up to 200% at max |
| Overall 2024 AIP | — | — | 94% of target; NEOs paid 91–94% of target | Cash |
Jo’s 2024 AIP payment: $150,400 .
Equity Incentives – Grants and Vesting
2024 Grant Summary (Plan-Based Awards):
| Type | Grant Date | RSUs (#) | PSUs Threshold (#) | PSUs Target (#) | PSUs Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSU | 2/15/2024 | 4,130 | — | — | — | 79,998 |
| PSU (ROE 2024–2026) | 2/15/2024 | — | 2,065 | 4,130 | 8,260 | 80,349 |
| PSU (TSR vs peers 2/15/2024–2/15/2027) | 2/15/2024 | — | 2,065 | 4,130 | 8,260 | 80,349 |
Key vesting schedules and performance conditions:
- 2022 new‑hire RSUs vested evenly over 3 years on Feb 15 each year; final installment on Feb 15, 2025 .
- 2023 RSUs vest evenly over 3 years on Feb 15, 2025 and 2026 remaining .
- 2023 PSUs: half tied to 3‑year average ROE (2023–2025) cliff vests 2/15/2026; performance trending below threshold, shares indicated at threshold .
- 2023 PSUs: half tied to relative TSR 2/15/2023–2/15/2026; shares indicated at maximum due to metric trending between target and maximum .
- 2024 RSUs vest in three equal installments on Feb 15 of 2025, 2026, and 2027 .
- 2024 PSUs: half tied to 3‑year average ROE (2024–2026) cliff vests 2/15/2026; trending below threshold .
- 2024 PSUs: half tied to relative TSR 2/15/2024–2/15/2027; shares indicated at maximum due to trending between target and maximum .
Stock vested in 2024 (value on vest dates):
| Shares Acquired on Vesting | Value Realized ($) |
|---|---|
| 2,895 | 56,076 |
Options: None of the NEOs, including Jo, held or exercised options in 2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 19, 2025)
| Shares Beneficially Owned | Percent of Class |
|---|---|
| 7,265 | <1% (asterisked in table) |
Ownership guidelines and compliance:
- EVP ownership guideline: hold 50% of net after‑tax vested shares until market value equals 1.5× annual base salary within 5 years; if not met within timeframe, 100% of net after‑tax shares vested thereafter must be held until achieved .
- Status: Mr. Jo has not yet met the requirement given his EVP appointment in January 2023, but is on track within the five‑year timeframe .
Pledging/Hedging:
- Hedging prohibited; pledging transactions in company stock prohibited without prior consent from Legal; blackout and MNPI trading restrictions enforced .
Unvested awards at fiscal year-end (12/31/2024; market value at $29.05 close): RSUs (time-based):
| Award Ref | Not Vested (#) | Market Value ($) |
|---|---|---|
| 2022 RSUs (Footnote 1) | 1,671 | 19,493 |
| 2022 New Hire RSUs (Footnote 5) | 1,118 | 32,478 |
| 2023 RSUs (Footnote 6) | 2,213 | 64,288 |
| 2023 RSUs (Companion PSU entry shows) | — | — |
| 2024 RSUs (Footnote 9) | 4,130 | 119,977 |
PSUs (performance-based; “Equity IP” column):
| Award Ref | Unearned/Not Vested (#) | Market/Payout Value ($) |
|---|---|---|
| 2022 PSUs – ROA (Footnote 2) | 1,007 | 29,253 |
| 2022 PSUs – TSR (Footnote 3) | 2,012 | 58,449 |
| 2023 PSUs – ROE (Footnote 7) | 830 | 24,112 |
| 2024 PSUs – ROE (Footnote 10) | 1,033 | 30,009 |
| 2024 PSUs – TSR (Footnote 11) | 4,130 | 119,977 |
Insider filings:
- No delinquent Section 16(a) reports during 2024 for directors or executive officers (company-wide disclosure) .
Employment Terms
- Employment agreements: None for current NEOs; all are employed at‑will .
- Change‑in‑control agreements: None; however, outstanding RSUs/PSUs under the stock plans provide for accelerated vesting upon a change‑in‑control only if employment also terminates in connection with the CoC (double trigger); see Potential Payments Upon Change‑in‑Control .
- Award agreements specify double‑trigger acceleration within 18 months post‑CoC for involuntary termination without Cause or resignation for Good Reason; Good Reason includes material breach, material pay reduction, material duty reduction or required relocation >35 miles; accelerated settlement within 30 days post termination .
- Clawback: NYSE‑compliant clawback policy adopted Sep 21, 2023 (filed Feb 21, 2024); applies to incentive compensation during the three years preceding any required restatement .
- Governance/comp practices: no tax gross‑ups (280G/409A), no guaranteed bonuses, no NEO employment agreements; prohibits hedging/shorts/options; independent advisors; annual say‑on‑pay .
Compensation Structure Analysis
- Cash vs equity mix: For 2024 Jo’s total comp was $644,930 with salary $318,558, AIP $150,400, stock awards $160,347—a balanced mix with majority at‑risk through AIP and equity .
- Shift to PSUs: Multi‑year PSUs tied to ROE and TSR weight long‑term outcomes; 2023 and 2024 PSU tranches show ROE components trending below threshold and TSR trending near target/maximum, indicating balanced dual metrics and payout risk sensitivity .
- AIP discipline: 2024 AIP paid 94% of target overall; metrics are pre‑set, objective, and capped at 200% per component, with threshold conditions to prevent windfalls .
- No repricing/modification red flags: Plan prohibits option/SAR repricing without shareholder approval; change‑in‑control payouts are double‑trigger via plan awards, not separate golden parachutes .
Say‑on‑Pay & Shareholder Feedback
- 2023 annual meeting results: Say‑on‑pay votes—For 18,768,606; Against 3,216,666; Abstained 162,267; Broker non‑vote 2,192,127 .
- Company maintains annual say‑on‑pay and independent advisor support for Compensation Committee .
Compensation Peer Group (Benchmarking)
- Committee reviews U.S. regional bank peers (assets ~$3B–$20B), similar business models, high‑price metro markets; preferential look at Hawai‘i and West Coast peers; also references local Hawai‘i public companies due to unique talent market and retention dynamics .
Investment Implications
- Alignment: Jo’s compensation is closely tied to profitability (Net Income, Efficiency Ratio) and shareholder returns (ROE/TSR PSUs), supporting pay‑for‑performance; 2024 AIP outcomes at 94% suggest measured payout amid operating conditions .
- Retention risk: No employment or CoC agreements, but multi‑year RSU/PSU schedules with double‑trigger CoC acceleration and ownership guidelines requiring 50% net shares held until 1.5× salary mitigate attrition incentives; Jo is on track toward guideline compliance .
- Insider selling pressure: Upcoming vest dates (Feb 15 2025/2026/2027) on RSUs and cliff PSUs could create periodic supply; 2024 vesting was 2,895 shares ($56,076), with company policies restricting hedging and limiting pledging to reduce misalignment risks .
- Governance strength: Robust clawback, no gross‑ups, no repricing, independent comp oversight, and annual say‑on‑pay votes reduce shareholder‑unfriendly risk and support long‑term value alignment .