Celeste A. Connors
HAWAIIAN ELECTRIC INDUSTRIESAbout Celeste A. Connors
Independent director of Hawaiian Electric Industries (HEI) since 2019; age 49. CEO of Hawai‘i Green Growth Local2030 Hub since 2021; previously Director for Environment & Climate Change on the U.S. National Security Council and a U.S. State Department diplomat. Education: MSc in Development Studies (SOAS, University of London) and BA in International Relations (Tufts). Tenure on HEI’s board: 6 years as of 2025, with expertise spanning energy/utilities, risk management, climate risk, government/regulation, leadership, and entrepreneurship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Security Council (White House) | Director (Environment & Climate Change) | 2008–2012 | Advised President/VP/Cabinet; led interagency processes on energy, technology, climate strategy |
| U.S. Department of State | Diplomat (Saudi Arabia, Greece, Germany) | 2000–2012 | Managed finance and counter-terrorism risk; foreign policy expertise |
| Johns Hopkins Univ. (SAIS) | Visiting Scholar & Associate Practitioner in Residence | 2012–2019 | Energy, Resources & Environment program |
| City of New York (Mayor’s Office) | Foreign Policy Advisor | 1999–2000 | Municipal foreign policy advisory |
| c.dots development | Co‑founder & CEO | Since 2012 | Resilient infrastructure project management/finance |
| Hawai‘i Green Growth (network) | Executive Director | 2015–2021 | Built multi‑stakeholder resilience strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. DoD INDOPACOM | Advisory Board, Climate Change Impact | Since 2021 | Regional climate risk advisory |
| East‑West Center | Adjunct Senior Fellow | Since 2020 | Asia‑Pacific policy research |
| Hawai‘i Visitor & Convention Bureau | Board Director | Since 2022 | Tourism sector governance |
| American Savings Bank (ASB) | Director (HEI subsidiary) | 2022–2023 | Bank board service prior to ASB sale |
| Univ. of Hawai‘i – HNEI | Affiliate Faculty | Since 2021 | Energy institute engagement |
| America’s Service Commission | Board Director | 2014–2018 | National service governance |
| Icebreaker One | Board Director | Since 2017 | Data & sustainability for net zero |
| GigaDAC | Advisory Board | Since 2022 | Direct Air Capture technology |
Board Governance
- Committee assignments: Audit & Risk Committee (ARC) member; Nominating & Corporate Governance Committee (NCGC) member; not a chair .
- Audit & Risk Committee oversight includes financial reporting, ERM, and cybersecurity; ARC operates under a written charter. 2024 ARC members were independent; “audit committee financial expert” designation applies to Scilacci and Flores (not Connors) .
- Meeting cadence in 2024: Board (7 regular, 24 special); ARC (10); NCGC (3). All directors attended at least 75% of combined Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Independence: Board determined Ms. Connors is independent under NYSE standards, considering charitable contributions to nonprofits where she serves as an executive officer; contributions did not exceed HEI’s categorical thresholds, and pre‑approval policy applies if >$120,000 .
- Board leadership structure: Independent nonexecutive Chair; regular executive sessions of nonemployee directors .
Committee assignments and 2024 meetings
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Risk Committee (ARC) | Member | 10 |
| Nominating & Corporate Governance Committee (NCGC) | Member | 3 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $85,000 | Nonemployee director |
| Committee retainers | $20,000 | $10,000 per ARC/NCGC membership |
| Extra meeting fees | $34,500 | Earned above thresholds (Board after 8; ARC after 10; NCGC after 6) |
| Cybersecurity working group | $0 | Not listed for Connors |
| Annual cash award (in lieu of equity) | $120,000 | 2024 stock grant replaced by cash for all nonemployee directors |
| Total 2024 director compensation | $259,500 | Cash fees + cash award |
Program details:
- 2024 equity grants were suspended and replaced with $120,000 cash awards to limit dilution and conserve plan share reserves; nonemployee director compensation cap is $600,000 annually .
- Extra meeting fees per schedule: Board $1,500/meeting after 8; ARC $1,500/meeting after 10; NCGC $1,500/meeting after 6 .
Performance Compensation
- HEI does not disclose performance‑based compensation for directors; customary director stock grants vest immediately, but in 2024 were replaced with $120,000 cash awards for nonemployee directors (no performance metrics) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | None listed (nonprofit/academic/industry boards detailed above) |
| HEI subsidiaries | ASB Director (2022–2023) |
| Potential interlocks/conflicts | Charitable contributions to nonprofits where she is an executive were below thresholds; subject to NCGC pre‑approval if >$120,000; independence affirmed . |
Expertise & Qualifications
- Marked expertise: Energy/utilities; risk & climate risk; government & regulation; leadership; entrepreneurship/executive management. Local Hawai‘i commercial context; resilient infrastructure/finance experience .
- Education: MSc (SOAS, University of London); BA (Tufts) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Included |
|---|---|---|---|
| Celeste A. Connors | 13,681 | <1% | None disclosed in RSU column |
Alignment policies:
- Director stock ownership requirement: value equal to 5x Board retainer; retention of shares until compliance date (Jan 1 following 5th anniversary). Effective Jan 1, 2025, multiple applies to Board retainer only; no current director has reached compliance date .
- Hedging/pledging prohibited for directors/officers/employees and household members .
Governance Assessment
- Strengths: Independent status affirmed with specific related‑party review; deep climate risk/government expertise aligned with HEI’s wildfire mitigation and resilience priorities; ARC membership supports risk oversight; strong engagement (≥75% attendance; presence at annual meeting); independent Chair with regular executive sessions .
- Watch items: 2024 shift from equity to cash for all directors reduces direct equity alignment in the year; ensure ongoing adherence to stock ownership/retention guidelines despite plan changes .
- Conflicts: Charitable contributions to organizations where she is an executive are monitored under categorical standards and pre‑approval policy; independence not impaired per Board determination .
Additional context: 2024 was a pivotal year with global Maui wildfire settlement, equity financing, and ASB sale; Board emphasizes ERM and resilience. Say‑on‑pay support in 2024 was ~91%, indicating positive investor sentiment on compensation governance .