Peggy Y. Fowler
HAWAIIAN ELECTRIC INDUSTRIESAbout Peggy Y. Fowler
Peggy Y. Fowler (age 73) is an independent director of Hawaiian Electric Industries (HE) since 2011; she chairs the Compensation & Human Capital Management Committee (CC), and sits on the Nominating & Corporate Governance Committee (NCGC) and Executive Committee (EC). Her background includes serving as CEO of Portland General Electric (PGE) from 2000–2009, with deep expertise in utility operations, renewables integration, environmental management, finance, and regulatory compliance; education includes the Public Utility Executive Program (University of Idaho and University of Michigan) and undergraduate studies in science/math at George Fox University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portland General Electric (PGE) | Chief Executive Officer | 2000–2009 | Led wind/solar projects and reduced oil/coal usage; oversaw environmental initiatives improving fish passage; ranked #1 nationally in residential renewable sales during tenure . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Banking System, Inc. | Director; Chair of Nominating & Corporate Governance Committee | Since 2023 | Public company board leadership in governance . |
| Umpqua Holdings Corp. | Director; Chairman | 2009–2023 | Public company board leadership (bank holding company) . |
| Portland General Electric | Director | 2006–2012 | Public company board experience in utilities . |
| Cambia Health Solutions (non-profit) | Director; Chair, Investment Committee | 2005–2020 | Oversight of investment committee . |
| PGE Foundation (non-profit) | Director | Since 1997 | Community and philanthropic oversight . |
| Federal Reserve Bank of San Francisco (Portland Branch) | Director | 2007–2011 | Regional financial oversight . |
| Hawaiian Electric Company, Inc. (HEI subsidiary) | Director | 2009–2016 | Utility subsidiary governance . |
| American Savings Bank (HEI subsidiary) | Director | 2022–2023 | Bank subsidiary board service . |
Board Governance
- Independence: The Board determined Ms. Fowler is independent under NYSE and HEI categorical standards; all members of the Audit & Risk, Compensation & Human Capital Management, and NCGC are independent .
- Committee assignments: CC Chair; NCGC member; EC member .
- Committee activity: In 2024, committees met—Audit & Risk (10), Compensation (5), Executive (6), NCGC (3) .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024 .
- Governance contributions: As HEI’s NCGC chair historically, she led director refresh, CEO transitions at HEI/Hawaiian Electric/ASB, proxy access expansion, board declassification, and majority voting implementation .
- Other governance policies: Independent Board Chair; limitation on other public boards; annual Board/committee self-evaluations; resignation submission upon end of term after reaching age 75 or significant job change; share ownership and retention requirements for directors/executives .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Total fees earned/paid in cash | $276,107 | Includes annual cash award of $120,000 replacing equity grants in 2024 . |
| Board retainer | $85,000 | Standard HEI director annual retainer . |
| Committee retainers | $36,607 | Reflects CC Chair ($25,000) and NCGC member ($10,000) plus minor adjustments; paid quarterly . |
| Extra meeting fees | $34,500 | For meetings in excess of baseline counts . |
| Annual cash award (in lieu of equity) | $120,000 | Equity component replaced due to stock price decline and share reserve management . |
Director retainer schedule (2024 standard rates): Board Chair $125,000; Director $85,000; Committee Chairs (ARC/CC/NCGC) $25,000; Committee Members $10,000. Subsidiary ASB rates are separate and not applicable unless serving on ASB committees .
Performance Compensation
| Item | 2024 Treatment | Details |
|---|---|---|
| Equity (stock/DSUs/RSUs/PSUs) | Not granted | Equity component replaced by $120,000 cash award to mitigate dilution/share reserve depletion amid stock price decline . |
| Options | Not granted | No option awards disclosed for directors in 2024 . |
| Performance metrics | None for directors | No TSR/financial/ESG performance-based director pay disclosed; director compensation is retainer/fees and 2024 cash award . |
Clawback, hedging/pledging prohibitions and double-trigger CIC provisions apply to executive pay design; director pay does not utilize performance metrics in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Columbia Banking System, Inc. (Director; NCGC Chair) . |
| Prior public boards | Umpqua Holdings Corp. (Director; Chairman, 2009–2023); Portland General Electric (Director, 2006–2012) . |
| Interlocks | Compensation Committee comprised solely of independent directors; no member relationships requiring related-person transaction disclosure; no compensation committee interlocks involving HEI executive officers in 2024 . |
Expertise & Qualifications
- Energy/utilities, renewables, environmental management, corporate governance, financial oversight, regulatory compliance, finance/accounting; leadership experience .
- Recognitions: Oregon’s Most Admired CEO (2005), Portland’s First Citizen (2007), Oregon History Makers (2015), Joan Austin Lifetime Achievement Award (2016) .
- Education: Public Utility Executive Program (University of Idaho and University of Michigan); undergraduate science/math studies at George Fox University .
Equity Ownership
| Ownership metric | Value | Notes |
|---|---|---|
| Beneficial ownership (HEI Common) | 52,129 shares | As of Feb 17, 2025; shown under Shared Voting/Investment Power; percent of class “*” (<1%) . |
| Director ownership guideline | 5× Board retainer | Must own HEI stock equal in value to five times the annual Board retainer; compliance date is Jan 1 following the fifth anniversary of becoming subject to the requirement or amendment; effective Jan 1, 2025, multiple applies only to Board retainer (not committee) . |
| Retention rule | Retain all shares from annual stock retainer until guideline met | No current director has reached the Compliance Date as of the proxy date . |
| Prohibitions | Hedging and pledging of HEI stock prohibited | Part of HEI’s compensation best practices . |
Governance Assessment
- Board effectiveness: Fowler’s utility CEO tenure and governance experience are directly relevant to HE’s regulated utility profile and ongoing transition; her role as CC Chair and history of governance reforms (board declassification, majority voting) signal strong governance orientation .
- Independence and engagement: Confirmed independent; service across CC/NCGC/EC; committee activity in 2024 was substantive (Compensation: 5 meetings; EC: 6; Board-wide attendance at least 75%) .
- Compensation alignment: 2024 director compensation skewed to cash (including $120,000 cash award in lieu of equity), reducing direct equity alignment; mitigated by ownership guidelines requiring 5× Board retainer and prohibition on hedging/pledging .
- Conflicts and interlocks: No compensation committee interlocks or related-party transactions disclosed; independence reaffirmed under NYSE and HEI standards, with board limits on other public company boards .
- Risk indicators and RED FLAGS:
- RED FLAG: Equity component suspended in 2024 (replaced by cash) weakens ongoing director-shareholder alignment, though driven by dilution/share reserve constraints amid stock price decline .
- Transition risk: HEI policy requires directors to submit resignation at end of term after reaching age 75; Fowler at 73 implies potential near-term board transition planning .
- No pledging/hedging and minimal gross-ups: Governance-positive; nearly all tax gross-ups eliminated; no gross-ups in CIC agreements; hedging/pledging prohibited .