Elisia K. Flores
HAWAIIAN ELECTRIC INDUSTRIESAbout Elisia K. Flores
Independent director at Hawaiian Electric Industries (HEI) since 2021; age 40; CEO & Vice Chair of L&L Franchise, Inc. (national restaurant franchisor). Education: BS, USC Marshall; Executive MBA, UCLA Anderson. Core credentials: finance and accounting, audit, strategic planning, executive management; designated Audit Committee Financial Expert. Tenure on HEI board: 3 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L&L Franchise, Inc. | CEO & Vice Chair | 2019–present | Strategic growth initiatives; revenue programs across 210 restaurants (U.S. & Japan) |
| L&L Franchise, Inc. | CFO | 2014–2019 | Financial leadership |
| General Electric (Energy Sector) | Senior Finance Manager | 2010–2014 | Finance leadership; 2010 Contemporary Leadership Award |
| General Electric (Corporate) | Corporate Auditor | 2008–2010 | Corporate audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawai‘i Pacific Health | Director; Chair of Finance Committee | Director since 2019; Finance Chair since 2021 | Oversight of large healthcare system finances |
| American Savings Bank (ASB, former HEI subsidiary) | Director | 2018–2023 | Sub-board governance interlock ended with ASB sale |
| American Savings Bank (ASB) | Audit Committee Chair | 2019–2023 | Audit oversight; bank governance |
Board Governance
- Independence: Board determined Flores independent per NYSE and HEI categorical standards; electricity purchases by her employer considered non-impairing due to regulated rates and sole-source utility context.
- Committees: Audit & Risk Committee (member; designated Audit Committee Financial Expert) and Compensation & Human Capital Management Committee (member).
- Chair roles: None (ARC Chair is W. J. Scilacci, Jr.; Compensation Chair is Peggy Y. Fowler).
- Attendance/engagement: All directors met ≥75% attendance in 2024; Board held 7 regular and 24 special meetings. Flores earned $30,000 in extra meeting fees—indicative of participation beyond standard thresholds.
- Board leadership: Independent Chair (Adm. Thomas B. Fargo); regular executive sessions of nonemployee directors.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| HEI Board Retainer | $85,000 |
| Committee Member Retainers (ARC + Compensation) | $20,000 |
| Extra Meeting Fees | $30,000 |
| Annual Cash Award (replacing stock grant in 2024) | $120,000 |
| Total 2024 Director Compensation | $255,000 |
Notes:
- In 2024, HEI replaced customary annual director stock grants with a $120,000 cash award to manage dilution amid share price decline and preserve the director stock plan reserve.
Performance Compensation
- Nonemployee directors do not receive performance-based incentive compensation; customary equity grants (immediate vesting) were not issued in 2024 (cash substituted).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None |
| Subsidiary boards | ASB Director (2018–2023); ASB Audit Committee Chair (2019–2023) |
| Non-profit/industry boards | Hawai‘i Pacific Health (Finance Chair) |
Expertise & Qualifications
- Finance & accounting; audit; financial oversight; strategic planning; operational management; executive leadership—designated Audit Committee Financial Expert on HEI ARC.
- Recognitions: Pacific Business News Business Leader of the Year (2020, 2021).
- Education: BS (USC Marshall); Executive MBA (UCLA Anderson).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Elisia K. Flores | 12,999 | <1% | As reported Feb 17, 2025 |
Ownership alignment policies:
- Director stock ownership guideline: required ownership equal to 5x Board retainer; compliance date is Jan 1 following the fifth anniversary of becoming subject; effective Jan 1, 2025, requirement based only on Board retainer. As of the proxy date, no director had reached the compliance date.
- Hedging/pledging of HEI stock prohibited for directors and employees.
Governance Assessment
- Strengths: Independent director with deep finance/audit background; ARC member and Audit Committee Financial Expert; dual committee engagement; high meeting activity evidenced by extra meeting fees; no public-company interlocks; prior bank audit chair experience enhances risk oversight at a time of elevated litigation and financing needs.
- Alignment: Ownership guidelines in place; 2024 equity grant suspension replaced with cash for dilution management, but policy requires ongoing stock ownership and retention, and prohibits hedging/pledging.
- Conflicts review: Board examined electricity purchases by employer; independence maintained due to regulated, sole-source utility conditions; no related-person transactions disclosed involving Flores in 2024.
- Attendance/engagement signal: Board and committees met frequently in 2024 (Board: 7 regular/24 special; ARC: 10; Compensation: 5). Flores’ extra meeting fees indicate active participation beyond standard thresholds—a positive signal for oversight diligence.
RED FLAGS
- None material identified specific to Flores. 2024 substitution of equity with cash for all directors reduces direct equity exposure short term, but context is dilution management; stock ownership requirements remain in force.
Compensation Committee Practices
- Flores serves on the Compensation & Human Capital Management Committee; committee uses independent consultant (FW Cook), maintains clawback policy, prohibits hedging/pledging, and applies double-trigger CIC agreements (for executives, not directors). No interlocks/insider participation issues in 2024.