Kurt K. Murao
Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary at 
HAWAIIAN ELECTRIC INDUSTRIES
HAWAIIAN ELECTRIC INDUSTRIESExecutive
About Kurt K. Murao
Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary of Hawaiian Electric Industries, Inc. (HEI) since January 2020; previously Vice President – Legal & Administration and Corporate Secretary (2016–2019) and Associate General Counsel (2011–2016). Age 54. Incentive pay is tied to annual metrics including HEI consolidated adjusted net income, Utility operations, ASB ROA, and strategic/value creation, and long-term metrics including Utility long-term issuer credit rating, Utility public safety system hardening, and HEI relative TSR for the 2024–26 LTIP .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HEI | EVP, General Counsel, Chief Administrative Officer & Corporate Secretary | 2020–present | Senior legal and administrative leadership; Corporate Secretary responsibilities |
| HEI | VP – Legal & Administration; Corporate Secretary | 2016–2019 | Legal and administrative leadership; Corporate governance |
| HEI | Associate General Counsel | 2011–2016 | Legal counsel for HEI |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in HEI filings reviewed | — | — | — |
Fixed Compensation
Multi-year summary compensation (SEC-reported grant-date values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 428,667 | 475,167 | 499,800 |
| Bonus ($) | — | — | 74,970 |
| Stock Awards ($) | 467,085 | 517,149 | 478,622 |
| Nonequity Incentive Plan Compensation ($) | 255,475 | 331,333 | 511,654 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | — | 13,866 | 191,815 |
| All Other Compensation ($) | 15,281 | 13,866 | — |
| Total Without Change in Pension Value ($) | 1,166,508 | 1,006,182 | 1,565,046 |
| Total ($) | 1,166,508 | 1,337,515 | 1,756,861 |
Compensation program targets and structure:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 475,167 | 499,800 |
| Target Annual Incentive (% of base) | 60% | 60% |
| Performance-Based LTIP (% of base) | 60% (2023–25) | 90% (2024–26) |
| Time-Based LT Incentive (Value % of base) | 45% | 90% |
- In 2024 HEI temporarily shifted time-based awards from RSUs to Restricted Cash Awards (RCAs) to mitigate dilution; RCAs are earned over three years and paid semiannually .
- HEI’s current executive compensation program does not include stock options .
Performance Compensation
2024 annual incentive (EICP) metrics and payout:
| Metric | Weighting | Threshold | Target | Maximum | 2024 Result | Payout/Conversion |
|---|---|---|---|---|---|---|
| HEI Consolidated Adjusted Net Income | 30% | $150.0M | $166.7M | $178.4M | $180.4M | Contributed to total achieved 171% |
| Utility Operations (composite) | 25% | See Exhibit B | See Exhibit B | See Exhibit B | See Exhibit B | Incorporated in total achieved |
| ASB ROA | 15% | 0.64% | 0.74% | 0.84% | 0.82% | Incorporated in total achieved |
| HEI Strategic/Value Creation | 30% | See Exhibit B | See Exhibit B | See Exhibit B | 175% of Target | Incorporated in total achieved |
| Total Achieved vs Target | — | — | — | — | 171% | 2024 payout $511,654 |
2024–26 LTIP metrics (payout in 2027; performance shares at target):
| Metric | Weighting | Rationale |
|---|---|---|
| Utility Long-Term Issuer Credit Rating | 40% | Rewards improved access to and cost of capital |
| Utility Public Safety: System Hardening to New Standards | 40% | Promotes public safety and mitigates wildfire risk |
| HEI Relative TSR | 20% | Aligns shareholder value vs compensation peers |
2024 LTIP grant details (Murao):
| LTIP Grant | Target Shares (#) | Max Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 2024–26 LTIP | 34,364 | 68,727 | 478,622 |
Time-based awards and vesting:
| Award | Grant | Earned/Pay Schedule | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|---|---|
| RCA | 2024 | Semiannual installments | $74,970 | $149,940 | $149,940 | $74,970 |
| RSU | 2022 | Annual installments | Remaining installment vested Feb 11, 2025 | — | — | — |
| RSU | 2023 | Annual installments | 1 installment vested Feb 10, 2025 | Remainder vests Feb 10, 2026 | — | — |
Realized compensation (supplemental):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Realized Compensation ($) | 989,305 | 791,618 | 1,170,199 |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 17, 2025):
| Component | Shares |
|---|---|
| Sole Voting or Investment Power | 32,214 |
| Shared Voting or Investment Power | — |
| Other Beneficial Ownership | — |
| Restricted Stock Units | 3,744 |
| Total | 35,958 |
| Percent of Class | * |
Outstanding equity awards at 2024 year-end (market value uses $9.73/share):
| Award Type | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs Not Vested (#) | 1,557 | 3,361 | — |
| RSUs Market Value ($) | 15,150 | 32,703 | — |
| LTIP Unearned Shares at Target (#) | — | 6,722 | 34,364 |
| LTIP Payout Value at Target ($) | — | 65,405 | 334,362 |
Stock vested in 2024:
| Component | Value |
|---|---|
| Shares acquired on vesting | 5,836 shares |
| Compounded dividend equivalents | 559 shares |
| Total shares acquired | 6,395 shares |
| Value realized on vesting | $83,775 |
Ownership policies and alignment:
- Stock ownership guidelines require 2x base salary for named executive officers; officers must retain 50% of shares received from LTIP payouts and RSU vesting until reaching the target. None of Messrs. Seu, DeGhetto and Murao or Ms. Kimura had reached their compliance date as of Jan 1, 2025 .
- Hedging and pledging of HEI stock are prohibited by policy; covered insiders are subject to preclearance and recurring quarter-end trading blackout periods .
Employment Terms
Termination/change-in-control (as of 12/31/24):
| Plan/Benefit | Retirement ($) | Death/Disability ($) | After Change-in-Control ($) |
|---|---|---|---|
| Long-Term Incentive Plan | 157,148 | 157,148 | — |
| Restricted Stock Units | 30,756 | 30,756 | — |
| Restricted Cash Awards | 62,600 | 62,600 | — |
| Change-in-Control Agreement | — | — | 2,575,493 |
| Total | 250,504 | 250,504 | 2,575,493 |
Severance programs:
- Double-trigger change-in-control agreements: cash severance upon qualifying termination following a change in control; EVP multiplier is 2x applied to the sum of base salary and annual incentive (greater of current target or largest actual in prior 3 years) .
- Without cause/good reason severance (HEI Executive Severance Plan): for EVPs incl. Murao, 1.5x base salary lump sum, pro‑rata annual target bonus, accelerated pro‑rata vesting of long-term equity/cash awards (performance-based at target), employer-paid COBRA for 18 months, and up to $10,000 of six-month outplacement; benefits conditioned on release and other covenants .
- No employment contracts; clawback policy in place; tax gross-ups not provided except under the frozen Executive Death Benefit Plan (2009) .
Compensation Structure Analysis
- 2024 program increased cash components via RCAs and raised time‑based and performance‑based LTIP targets (time-based 90% of salary; performance LTIP 90%) to address retention and dilution concerns after stock price decline, while maintaining performance linkage .
- HEI received ~91% support on 2024 say‑on‑pay, and further tied a larger share of incentives to safety and resilience (including wildfire mitigation) and utility system hardening .
Risk Indicators & Policies
- Hedging/pledging prohibited; insider preclearance and blackout periods enforced .
- LTIP metrics emphasize credit rating improvement and system hardening, aligning pay with remediation and resilience priorities amid Maui wildfire litigation and capital access risks described in 10‑K risk factors .
Investment Implications
- 2024 annual incentive paid at 171% of target ($511,654), reflecting strong outcomes on adjusted net income and strategic goals; although CEO and Utility CEO voluntarily repaid their EICP awards, Murao’s payout stands, signaling compensation confidence tied to enterprise performance .
- Shift to RCAs reduces near-term equity dilution and potential insider selling pressure from RSU vesting; scheduled RCA payments through 2028 create predictable cash compensation flows supporting retention .
- Alignment safeguards (ownership guidelines, 50% retention requirement, hedging/pledging bans) mitigate misalignment risk; however, beneficial ownership is modest (35,958 total incl. RSUs), and substantial unearned performance shares (41,086 across 2023/2024 LTIPs) could settle in 2026–2027 contingent on achieving safety/resilience and credit rating goals .
- Change‑in‑control economics (2x salary+bonus and $2.58M illustrative CiC table value) and without‑cause severance (1.5x salary plus benefits) lower near‑term departure risk but represent potential cash obligations; they also keep executives focused during major transitions .
- With LTIP metrics centered on credit quality and wildfire risk mitigation, execution against PUC frameworks and safety targets is a core lever; failure to improve ratings or system hardening would reduce LTIP payouts and weaken alignment, while successful delivery supports both retention and shareholder value amid ongoing Maui-related risks .