Micah A. Kāne
HAWAIIAN ELECTRIC INDUSTRIESAbout Micah A. Kāne
Independent director of Hawaiian Electric Industries (HEI) since 2019; age 56; tenure 6 years . President & CEO of Hawai‘i Community Foundation (since 2017), with deep leadership, community relations, and government/regulatory expertise; education includes an MBA (University of Hawai‘i at Mānoa) and a BA in Business Administration (Menlo College) . The Board explicitly lists his skills in leadership, community relations, executive management, and strategic/operational management, reflecting his Native Hawaiian community leadership and knowledge of Hawai‘i’s cultural and land-use context .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawai‘i Community Foundation | President & CEO | 2017–present | Leads largest foundation in Hawai‘i (~$1.1B assets; >$150M grants annually) |
| Pacific Links Hawai‘i LLC | Chief Operating Officer | 2011–2016 | Operations leadership in development/operator of golf assets |
| The KĀNE Group LLC | Principal | Since 2010 | Focus on land, financing for planned community infrastructure |
| Kamehameha Schools | Trustee | 2009–2021 | Trustee at Hawai‘i’s largest private landowner (~363,194 acres; $14.7B endowment) |
| Hawaiian Electric Company, Inc. (HEI subsidiary) | Director | 2012–2019 | Utility board service prior to HEI board |
| American Savings Bank (HEI subsidiary) | Director | 2022–2023 | Bank subsidiary board service prior to ASB divestiture |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Menlo College | Chair, Board of Trustees | Since 2011 | Governance and education advocacy |
| Hawai‘i Community Foundation | President & CEO | Since 2017 | Current primary occupation |
| Additional civic leadership | Various | Ongoing | Government/regulations, crisis management experience in Hawai‘i |
Board Governance
- Committee assignments: Compensation & Human Capital Management Committee (member); Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Kāne is independent under NYSE standards and HEI’s categorical standards; relationships considered included regulated electricity purchases by his employer and charitable contributions to organizations where he is an executive—both below thresholds; donations over $120,000 require NCGC preapproval .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; Board held 7 regular and 24 special meetings; committee meetings: Audit & Risk (10), Compensation (5), Executive (6), Nominating & Corporate Governance (3); all directors attended the 2024 Annual Meeting .
- Board leadership: Independent non-executive Chair (Adm. Thomas B. Fargo) leads board and executive sessions; all key committees are composed entirely of independent directors .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| HEI Board Retainer | $85,000 | Annual cash retainer |
| Committee Retainers | $20,000 | Committee memberships (CC, NCGC) |
| Extra Meeting Fees | $30,000 | $1,500 after meeting-count thresholds; earned in 2024 |
| Annual Cash Award (replacing stock grant) | $120,000 | One-time 2024 cash award to manage dilution |
| Total 2024 Director Compensation | $255,000 | Reported total for Kāne |
Notes:
- For 2024, HEI replaced nonemployee director equity grants with cash to limit dilution amid stock price decline and preserve shares under the director plan .
- Meeting-fee thresholds: Board after 8 meetings; Audit after 10; Compensation after 6; NCGC after 6 (fees $1,500 per meeting after threshold) .
Performance Compensation
Directors do not receive performance-based pay; however, as a Compensation & Human Capital Management Committee member, Kāne oversees performance-linked metrics for executives. 2024 annual incentive metrics emphasized resilience and safety post-Maui wildfires and financial discipline:
| Metric (Executives: Seu/DeGhetto/Murao) | Weighting | 2024 Target | 2024 Result | % of Target Achieved |
|---|---|---|---|---|
| HEI Consolidated Adjusted Net Income | 30% | $166.7M | $180.4M | 171% |
| ASB Return on Assets | 15% | 0.74% | 0.82% | N/A cell (metric achieved; result shown) |
| HEI Strategic/Value Creation | 30% | Board-scaled | 175% of Target | 175% |
| Utility Operations Composite | 25% | See Exhibit B | See Exhibit B | Administered via subgoals |
Utility (Kimura) metrics focused on wildfire mitigation, generation reliability, workforce engagement, trust/reputation, and financial health; overall annual incentive achievement was 124% of target for Utility executives . The company disclosed non-GAAP adjustments used for incentive calculations and published reconciliation tables (Exhibit A) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| HEI subsidiaries | Director, Hawaiian Electric Company (2012–2019); Director, American Savings Bank (2022–2023) |
| Compensation committee interlocks | None in 2024; CC composed solely of independent directors; no insider participation |
Expertise & Qualifications
- Leadership; community relations; government & regulations; executive management; strategic & operational management; organizational leadership .
- Deep knowledge of Hawai‘i’s cultural, business, political environment; crisis management and public trust governance experience (Kamehameha Schools; Hawai‘i Community Foundation) .
- Education: MBA (UH Mānoa); BA, Business Administration (Menlo College) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (HEI Common) | 20,518 shares; <1% of class |
| Ownership guidelines | Directors must own 5x board retainer; retention of shares until compliance date; effective Jan 1, 2025 guideline references board retainer only; no director had reached compliance date as of proxy |
| Hedging/pledging | Prohibited for directors, officers, employees and household members |
Governance Assessment
- Independence and conflicts: Board affirmed Kāne’s independence; reviewed regulated electricity purchases by his employer and charitable contributions to Hawai‘i Community Foundation where he is CEO—both below NYSE/HEI thresholds; donations >$120,000 require NCGC preapproval, mitigating related-party risk .
- Committee effectiveness: Active member of Compensation and Nominating committees; CC uses independent consultant FW Cook, maintains clawback policy, prohibits hedging/pledging, and employs double-trigger CIC agreements—strong governance practices .
- Attendance: Meets engagement threshold; Board/committee cadence in 2024 was high due to wildfire recovery and strategic actions (ASB sale), supporting oversight intensity .
- Shareholder signals: 2024 say-on-pay approval ~91%; 2024 AGM recorded 58,768,669 “FOR”, 5,696,823 “AGAINST”, 1,152,131 “ABSTAIN”—supports confidence in CC oversight where Kāne serves .
RED FLAGS
- Director equity alignment lowered in 2024: Replacement of director equity grants with cash ($120,000 per nonemployee director) to manage dilution reduces direct alignment with shareholder TSR, though justified by stock price and share reserve constraints .
- Dilution environment: Board sought to increase authorized common shares from 200M to 400M to finance Maui settlement obligations—future issuances could dilute holdings, a broader governance environment consideration (not specific to Kāne) .
- Related-party visibility: Ongoing charitable contributions to organizations led by directors require continued preapproval discipline to avoid perceived conflicts (Board policy and NCGC oversight in place) .
This profile emphasizes Kāne’s independence, committee roles, and oversight of performance-linked executive pay, with noted caution on 2024 director pay structure changes and potential dilution dynamics.