Saedene K. Ota
About Saedene K. Ota
Independent director at Central Pacific Financial Corp. (CPF) since 2015; age 56; Chair of the Compensation Committee. Ota is the owner and creative director of Sae Design, Inc. (Maui-based graphic design/visual marketing); she previously led Maui Thing LLC (retail). She holds a BFA in Graphic Design & Packaging (ArtCenter College of Design) and an MBA in Design Strategy (California College of the Arts) . CPF’s Board is majority independent; Ota is classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sae Design, Inc. (dba Sae Design Group) | President/Owner, Creative Director | 2007—present | Brings small-business, marketing and Hawaii market insight to CPF Board |
| Maui Thing LLC | President | 2010—2019 | Retail operations experience; Maui community connectivity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maui Health Foundation | Executive Director | Current | Community healthcare philanthropy leadership |
| Maui Economic Development Board | Director | Current | Maui economic development focus |
Board Governance
- Committee assignments: Compensation Committee Chair; committee members include Jason R. Fujimoto, Robert K.W.H. Nobriga, and Crystal K. Rose; meetings held in 2024: 6 .
- Independence: Board determined Ota is independent under NYSE standards; all members of Audit, Compensation, and Governance committees are independent .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; Board held 8 regular and 10 special meetings .
- Board leadership/controls: Lead Independent Director (Crystal K. Rose) presides over executive sessions; 9 of 12 directors are independent; CEO also serves as Chair; committees comprised of independent directors provide oversight .
- Say-on-Pay signal: 98% of votes cast supported NEO compensation in 2024, reflecting investor support of compensation governance (relevant to Comp Committee leadership) .
Fixed Compensation
| Component (Director Pay) | Amount | Form/Mix | Details |
|---|---|---|---|
| Annual Board retainer (2024 cycle) | $125,000 | 50% cash / 50% equity | Directors required to receive 50% in equity (shares or DDC hypothetical shares) |
| Compensation Committee Chair retainer | $17,500 | Cash/equity same split as above | Chair fee amount per schedule |
| Total fees (2024) | $142,500 | $71,250 cash / $71,250 equity | Disclosed for Ota in Director Compensation table |
| Equity credit detail | $71,250 | 3,348.21 hypothetical shares @ $21.28 via DDC | Credited to Ota’s DDC plan account (no ownership rights in hypothetical shares) |
Performance Compensation
| Element | Metrics | Target/Weight | Outcome |
|---|---|---|---|
| Director compensation | None disclosed for directors (retainer-based only) | N/A | Director pay consists of retainers (cash/equity); no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Ota; CPF lists public directorships for other named directors only |
| Compensation committee interlocks | Not disclosed as applicable; Compensation Committee members are independent |
Expertise & Qualifications
- Small business operator/CEO with marketing/branding expertise; Maui market representation for a bank with four Maui branches .
- Hawaii business network and community leadership; enhances Board’s geographic and customer perspective .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (CPF common) | 1,659 shares | Held directly; <1% of outstanding |
| Deferred (hypothetical) shares | 28,834 units | Unfunded DDC book account; no ownership rights in hypothetical shares |
| Pledged shares | None disclosed; pledging requires prior consent under policy | Stock trading policy prohibits hedging and limits pledging without prior Legal consent |
| Hedging | Prohibited for directors/officers | Policy forbids short sales, options or hedging transactions in CPF securities |
| Director stock ownership guidelines | Non-employee directors: lesser of 25,000 shares or value of 5× 50% of annual retainer; 5-year timeframe | Guideline framework; counting rules include DDC credits and certain indirect holdings |
Related Party / Conflicts Review
- Board reviewed independence and relationships; CPF disclosed ordinary-course relationships for certain directors (Kosasa, Nobriga, Paloma), none naming Ota; charitable contributions to entities affiliated with independent directors were immaterial under NYSE standards .
- Loans to related persons must be on market terms; all pass-rated; related party transactions are subject to Audit Committee review and Regulation O controls .
Compensation Committee Analysis (as Chair)
- Consultant: Pay Governance retained directly by the Committee in 2024; Committee concluded no conflict of interest after independence assessment .
- Risk controls: Compensation governance framework includes incentive risk assessment policy and clawback provisions; Committee met six times in 2024 and reported to the Board .
- Board pay competitiveness: 2024 study found Board pay structure and Chair retainers aligned with peers; no adjustments recommended .
Additional Governance Signals
- Delinquent Section 16(a): None—no failures to file or timely file in 2024 .
- Insider trading controls: Robust trading blackout, hedging prohibition, and pledge limitations .
- ESG oversight: Board (and Board Risk Committee) oversees ESG; demonstrates structured governance processes (context for overall board effectiveness) .
Governance Assessment
- Strengths: Independent director; serves as Compensation Committee Chair; committee fully independent with external independent advisor; strong policy set (clawback, anti-hedging/pledging); solid investor support for compensation program (98% SOP) .
- Alignment: Receives 50% of director fees in stock or deferred stock units; subject to stock ownership guidelines that include DDC credits under counting rules .
- Engagement: Met attendance threshold in a year with 18 total Board meetings; Compensation Committee met 6 times .
- Conflicts: No related-party transactions disclosed involving Ota; Board independence determination affirms status .
No red flags identified specific to Ota in CPF’s latest proxy regarding attendance, related-party transactions, hedging/pledging, or governance conduct .