Paul J. Kosasa
About Paul J. Kosasa
Independent director since 2002 (age 67). President and CEO of MNS, Ltd. (dba ABC Stores) for 26 years, with 42+ years at the company; B.S.E. in Electrical Engineering from the University of Michigan. Brings operating expertise in retail, tourism-oriented commerce, real estate, and Hawaii market linkages; serves as Chair of CPF’s Governance Committee and sits on the Bank’s Trust Committee . The Board classifies him as independent under NYSE rules; only three other directors are non-independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MNS, Ltd. (ABC Stores) | President & CEO | 1999—present | Runs 70+ store retail chain serving Hawaii tourism; expertise across strategy, finance, compensation, labor, marketing, and real estate |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Hawaii Food Industry Association | Advisor | Ongoing | Industry liaison |
| Waikiki Business Improvement District Association | Chairman | Ongoing | Community/tourism nexus |
| Hawaii Symphony Orchestra | Chairman | Ongoing | Non-profit leadership |
| Japanese American National Museum | Board of Trustees | Ongoing | Governance |
| Hawaii Community Foundation | Board of Governors | Ongoing | Philanthropy governance |
| Kuakini Health System | Director | Ongoing | Healthcare governance |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE rules (only Martines, Yonamine, Ngo are non-independent) |
| Board Tenure | Director since 2002 |
| Board/Committee Attendance | Each incumbent director attended ≥75% of Board and assigned committees in 2024; 11 of 12 directors attended the 2024 annual meeting |
| Board Meetings (2024) | 8 regular; 10 special |
| Committee Assignments | Governance Committee (Chair); Bank Trust Committee (Member) |
| Governance Committee Meetings (2024) | 7 meetings |
| Lead Independent Director | Crystal K. Rose; received $30,000 LID fee |
| Evaluations | Governance Committee leads annual board/committee/individual evaluations using anonymized third-party platform |
| Hedging/Pledging Policy | Hedging prohibited; pledging restricted without prior Legal consent |
| Stock Ownership Guidelines (Directors) | Must hold the lesser of 25,000 shares or value of 5x annual cash retainer within 5 years; includes DDC credits |
Fixed Compensation
| Component (Directors) | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer (Director) | $125,000 | Paid in cash and/or stock/deferral (May 2024 timing) |
| Committee Chair Retainer — Governance | $15,000 | Applies to Governance Chair |
| Paul J. Kosasa — Cash | $70,010 | 2024 director fees paid/credited |
| Paul J. Kosasa — Stock Awards | $69,990 | 2024 director fees paid/credited |
| Paul J. Kosasa — Total | $140,000 | Consistent with Director & Governance Chair schedule |
| Directors’ Deferred Compensation Plan | Available to defer all/portion of retainer; no above-market earnings | Managed by The Pangburn Group |
Performance Compensation
- Directors may receive equity as part of the annual retainer and are eligible under the 2013/2023 Stock Compensation Plans; portions of non-employee director compensation were paid in Common Stock under the 2023 plan in 2024 .
- Stock Ownership Guidelines require directors to attain the lesser of 25,000 shares or 5x annual cash retainer within five years; credits under the DDC Plan count toward the requirement .
- Company maintains clawback policies (Dodd-Frank/NYSE-compliant) adopted Sept 21, 2023 and filed Feb 21, 2024; applies to incentive-based compensation, underscoring governance rigor (primarily executive-focused but signals board stance) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public Company Boards | Proxy lists current/prior public directorships for several directors; Kosasa is not listed among those with public company directorships . |
| Related-Party/Interlocks | ABC Stores (Kosasa’s company): In 2024, Bank paid $22,172 to place 8 ATMs in 8 ABC Stores; arrangement is historical, on market terms, immaterial to both parties; no expansion intended; Kosasa had no involvement . |
| Ordinary-Course Relationships | Board notes some independent directors (including Kosasa) had ordinary-course business relationships with the Bank; all <1% of annual gross revenue for each party; not professional/consulting/advisory; directors had no involvement; market terms . |
Expertise & Qualifications
- CEO/operator of sizable retail chain in Hawaii tourism corridors; skills in strategy, budgeting/finance, compensation and benefits, labor, marketing, and real estate, with strong Hawaii market connectivity and channels to tourism-linked business banking opportunities .
- Electrical Engineering degree (University of Michigan), indicating technical/analytical training .
Equity Ownership
| Holder | Beneficial Ownership | Breakdown | % of Class |
|---|---|---|---|
| Paul J. Kosasa | 71,152 shares | 70,229 directly; 923 jointly with spouse | <1% (asterisk denoting <1%) |
| Directors & Execs (Group, 18 persons) | 650,606 shares | — | 2.4% |
- Counting toward guidelines may include directly/jointly held shares, certain trusts/benefit plans, DDC deemed investment credits, charitable entities funded by the director, beneficial ownership, and time-based RSUs under the stock plan .
- Hedging prohibited; pledging restricted without prior consent .
Governance Assessment
- Strengths:
- Independent director with 20+ years of board service; chairs Governance Committee, which met 7 times in 2024 and leads board/committee/individual evaluations, indicating active oversight .
- Strong attendance culture (≥75% for all incumbents) and robust meeting cadence (8 regular/10 special Board meetings), signaling engaged governance .
- Clear ownership alignment via director stock ownership guidelines and prohibition on hedging/limited pledging; availability of equity retainer and DDC plan .
- Risks/Red Flags:
- Related-party exposure: ABC Stores ATM placement ($22,172 in 2024). Mitigants disclosed: immateriality (<1%), market terms, no expansion intended, and no involvement by Kosasa .
- Ordinary-course relationships noted for certain independent directors (including Kosasa) but under strict thresholds (<1% of each party’s revenue) and without director involvement .
- Overall signal: Governance profile is constructive—independent status, governance chair role, attendance expectations, and alignment policies support investor confidence; the disclosed related-party arrangement appears de minimis with appropriate safeguards .
Appendix: Committee Snapshot (as of 12/31/2024)
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Governance | Chair (Kosasa) | All members independent (NYSE) | 7 |
| Bank Trust (Bank only) | Member (Kosasa) | — | — |
| Audit, Compensation, Governance | — | Comprised solely of independent directors | — |