C. Scott Wo
FIRST HAWAIIANAbout C. Scott Wo
Age 59; independent director of First Hawaiian, Inc. since 2018. Background includes Owner at C.S. Wo & Sons, Ltd (home furnishings; since 1981), Partner/Manager at Kunia Country Farms (aquaponics; since 2010), and Adjunct Professor of Management at Columbia Business School (since 2018). Education: Ph.D. in Finance (UCLA Anderson), MBA (Columbia Business School), and B.S. in Economics (Wharton), with qualifications cited for finance and accounting expertise; designated as an Audit Committee financial expert and serves as Audit Committee Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Hawaiian, Inc. | Director | 2018–present | Audit Committee Chair; Risk Committee member; Audit meetings 5 in 2024; Risk meetings 4 in 2024 |
| First Hawaiian Bank | Director | 2014–present | Bank board role; ordinary course banking relationships considered in independence review |
| C.S. Wo & Sons, Ltd | Owner/Executive Team | 1981–present | Business leader; real-economy perspective relevant to credit/risk |
| Kunia Country Farms | Partner/Manager | 2010–present | Agriculture operations exposure; enterprise risk lens |
| Columbia Business School | Adjunct Professor of Management | 2018–present | Academic finance/accounting skillset; audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Takitani Foundation | Finance Committee Chair | Current | Community finance governance |
| American Red Cross, Hawaii State Chapter | Advisory Board Member | Current | Public service engagement |
| University of Hawaii Foundation | Trustee & Immediate Past Chair | Current | Nonprofit board leadership |
Board Governance
- Committee assignments: Audit Committee Chair; member of Risk Committee. Audit Committee responsibilities include oversight of financial reporting, controls, and auditor independence; Risk Committee oversees enterprise-wide risk appetite, credit/market/liquidity risk, capital planning, stress testing, compliance, and model risk.
- Independence: Board determined Wo is independent under NASDAQ rules; independence review explicitly considered loans to C.S. Wo & Sons, Kunia Country Farms (and other directors’ affiliated entities) made by the Bank on market terms, ordinary course, without unfavorable features.
- Attendance and engagement: Board met seven times in 2024; each director attended more than 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting. Committee meeting cadence: Audit 5, Compensation 10, Corporate Governance & Nominating 4, Risk 4.
- Governance structure: Independent committee membership across Audit, Compensation, Corporate Governance & Nominating; Lead Independent Director in place (transitioning due to age policy) and executive sessions held.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Cash fees | $115,250 |
| Stock awards (grant-date fair value) | $69,984 |
| All other compensation (noncash gift) | $2,118 |
| Total | $187,352 |
Director compensation program structure:
- Annual cash retainer: $65,000; annual equity grant value: $70,000.
- Committee chair/member fees: Audit/Risk chair $24,000; Audit/Risk member $15,000; Compensation chair $20,000; Compensation member $10,000; Corporate Governance & Nominating chair $17,500; member $8,000. Lead Independent Director $35,000.
- Additional attendance fee for other committee meetings (as constituted, including Bank committees): $1,500 per meeting.
- RSU awards under the Non-Employee Director Plan generally vest/settle on the earlier of one year after grant or the next annual meeting.
Performance Compensation
- Non-employee directors receive time-based RSUs; no performance-based metrics or options apply to director pay. 2024 RSU grants to directors (including Wo) were 3,151 shares each, vesting/settling as above.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Wo.
- Compensation Committee interlocks: Company discloses none among Compensation Committee members; Wo is not a member of the Compensation Committee.
Expertise & Qualifications
- Designated Audit Committee financial expert; doctorate in Finance; extensive business, finance, and accounting skills; entrepreneurial experience via C.S. Wo & Sons; academic expertise at Columbia Business School.
- Skills matrix emphasizes audit/finance across the board; Wo contributes finance and real estate exposure relevant to FHB’s lending profile.
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (2/27/2025) | 70,190 shares; <1% of class |
| Unvested RSUs included in beneficial ownership | 3,151 shares |
| Director stock ownership guideline | 5x annual cash retainer; compliance or within window for all non-employee directors |
| Hedging/pledging policy | Prohibits pledging, hedging, short sales by directors, officers, employees |
Governance Assessment
- Strengths: Audit Chair with finance Ph.D and audit expertise; independent status affirmed; regular executive sessions and independent committees; robust stock ownership guidelines (5x retainer) and anti-pledging/hedging; clear clawback framework; active stakeholder engagement; “one share, one vote”; no poison pill; no supermajority requirements.
- Engagement and oversight: Audit/Risk committee scope and frequency support effective oversight of financial reporting and enterprise risk, including capital planning and stress testing.
- Watch items/RED FLAGS to monitor: Related-party exposure via Bank loans to businesses in which Wo has a material interest (C.S. Wo & Sons; Kunia Country Farms); Board states these are ordinary-course, market terms, with normal risk—maintain scrutiny and regular disclosure under the Related Party Transactions Policy.
Related Party Transactions & Policy
- Policy: Audit Committee reviews related party transactions >$120,000 unless specifically excluded; ordinary-course loans on market terms are excluded and disclosed.
- Specific exposures: Independence review noted loans to Wo-affiliated businesses on substantially the same terms as comparable third-party loans and without unfavorable features.
Say-on-Pay & Shareholder Feedback (context for governance culture)
- 2024 say-on-pay approval exceeded 98%; stockholder outreach engaged holders of ~78% of outstanding shares with feedback generally supportive of compensation structure.
Board Effectiveness Signals
- Meeting attendance and cadence; committee independence; lead independent director framework; and explicit ESG and governance chartering suggest effective oversight.