Faye Kurren
FIRST HAWAIIANAbout Faye W. Kurren
Faye W. Kurren (age 74) is an independent director of First Hawaiian, Inc. (FHB) since 2018, and serves on the Audit and Compensation Committees; she is designated an “audit committee financial expert.” She is the retired President & CEO of Hawaii Dental Service (2003–2014) and previously served as President of Tesoro Hawaii, LLC (1998–2003); her education includes a J.D. from the University of Hawaii, an M.A. in Sociology from the University of Chicago, and a B.A. from Stanford University. She also currently serves on First Hawaiian Bank’s Senior Trust Committee.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Hawaii Dental Service | President & CEO | 2003–2014 | Led a major local healthcare insurer; deep management and governance experience |
| Tesoro Hawaii, LLC | President | 1998–2003 | Operating leadership in energy; public-company subsidiary experience |
| First Hawaiian Bank | Senior Trust Committee member | Current | Oversight role within the Bank’s trust governance |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| First Insurance Company of Hawaii | Insurance | Director | Current |
| Hawaii State Commission on the Status of Women | Government | Past Chairperson | Historical role |
| University of Hawaii Foundation | Non-profit | Past Chairperson | Historical role |
| American Red Cross – Hawaii Chapter | Non-profit | Past Chairperson | Historical role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Senior Trust Committee at the Bank .
- Independence: Board determined Kurren is independent under NASDAQ rules; no material relationships affecting independence disclosed .
- Attendance and engagement: The Board met 7 times in 2024; each director attended more than 75% of Board and applicable committee meetings (Audit Committee met 5x; Compensation 10x; Corporate Governance 4x; Risk 4x) .
- Tenure: Director since 2018; directors elected annually by majority vote standard; lead independent director succession addressed due to age policy .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 90,000 | Director cash retainer and committee fees aggregate |
| Stock Awards (RSUs) – grant date fair value | 69,984 | RSUs awarded under the Non-Employee Director Plan |
| All Other Compensation | 8,118 | Includes $6,000 for Bank committee meeting fees and $2,118 noncash gift |
| Total | 168,102 | Sum of components above |
Director compensation program structure (for context):
| Role/Service | Annual Cash ($) | Equity Grant Value ($) | Committee Supplemental Cash ($) |
|---|---|---|---|
| Board member (non-employee) | 65,000 | 70,000 | — |
| Audit/Risk Chair | — | — | 24,000 |
| Audit/Risk Member | — | — | 15,000 |
| Compensation Chair | — | — | 20,000 |
| Compensation Member | — | — | 10,000 |
| Corp Gov Chair | — | — | 17,500 |
| Corp Gov Member | — | — | 8,000 |
| Lead Independent Director | — | — | 35,000 |
| Additional attendance fee (ad hoc/Bank committees) | — | — | 1,500 per meeting |
Performance Compensation
| Award Type | Units/Shares | Grant Date Fair Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 3,151 | 69,984 | Vest and settle on the earlier of one year after grant or next annual meeting; vest upon change in control; service-based | None (time-based only) |
Notes:
- Director RSUs under the Non-Employee Director Plan are service-vested; no TSR/financial performance conditions apply .
- Equity awards are settled in shares upon vesting; change-in-control accelerates vesting per plan terms .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards (count) | 1 (as disclosed in nominee summary) |
| Named external board role | First Insurance Company of Hawaii – Director |
| Potential interlocks/conflicts | None disclosed requiring Item 404 related-party disclosure; ordinary course banking relationships overseen by policy and independence review |
Expertise & Qualifications
- Audit committee financial expert designation; brings financial oversight capability to Audit Committee .
- Senior operating experience as President/CEO in healthcare insurance and energy, contributing to risk, governance, and management oversight .
- Legal training (J.D.) and governance leadership across non-profit and public-sector organizations .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares beneficially owned | 25,418 | As of Feb 27, 2025 |
| Ownership % of class | <1% | Less than 1% of 126,195,936 shares outstanding |
| Unvested director RSUs outstanding | 3,151 | Scheduled to vest on earlier of one year after grant or next annual meeting (service-based) |
| Director stock ownership guideline | 5x annual cash retainer | Compliance period: later of five years from joining Board or Oct 20, 2026 |
| Compliance status | In compliance or within window | All non-employee directors meet or are within window; pledging prohibited under guidelines |
Governance Assessment
- Board effectiveness: Dual committee service (Audit and Compensation) plus audit expert status indicates active oversight in financial reporting and pay governance; attendance thresholds met Board/committee-wide in 2024 .
- Independence and conflicts: Board affirmed independence; related-party loan relationships disclosed for other directors and certain entities were ordinary course with market terms; no Item 404 related-party transactions disclosed for Kurren .
- Director pay and alignment: Balanced cash/equity mix with service-vested RSUs; ownership guidelines (5x retainer) and anti-pledging policy support alignment; clawback policies across incentive compensation reinforce accountability .
- Compensation committee governance: Use of independent consultants (Pay Governance through Sept 2024; Pearl Meyer thereafter) and robust oversight practices; strong shareholder support (>98% say-on-pay approval in 2024) reflects broader confidence in pay governance .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or low attendance for Kurren; director RSUs are time-based without performance metrics, typical for non-employee directors .
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company believes officers and directors, including Kurren, complied with all filing requirements |
Related Party Transactions Policy (Overview)
- Transactions >$120,000 reviewed/approved by Audit Committee; ordinary-course loans to directors/family/related entities permitted on market terms and without unfavorable features; Audit Committee members conflicted on a transaction recuse from review .