William James Scilacci, Jr.
HAWAIIAN ELECTRIC INDUSTRIESAbout William James Scilacci, Jr.
Independent director of Hawaiian Electric Industries (HE), age 69, serving since 2019 (6 years of tenure). Former EVP & CFO of Edison International (2008–2016), with deep utility finance, enterprise risk and Wall Street communications experience. Education: MBA, Santa Clara University; BA, University of California, Los Angeles. Identified by the Board as an “audit committee financial expert,” reinforcing credibility on oversight of financial reporting and risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edison International | Executive Vice President & Chief Financial Officer | 2008–2016 | Led enterprise risk management for eight years; extensive investor and rating agency engagement |
| Edison Mission Energy | Senior executive (incl. CFO) | Not disclosed | Oversaw competitive generation and energy trading; material investments in wind and gas generation |
| Southern California Edison | Financial management leadership | 20+ years | Grid modernization, electrification, renewables and efficiency exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shipshape, Inc./Shipshape Solutions, Inc. | Director | Since 2023 | Start-up energy management services business |
| Loyola High School of Los Angeles | Director; Chair Finance Committee; Audit Committee member | Since 2015 | Non-profit governance and financial oversight |
| Bel-Air Bay Club | President (2019); Director (2017–2019) | 2017–2019 | Community leadership roles |
| American Savings Bank (HE subsidiary) | Director | 2022–2023 | Subsidiary board experience ahead of ASB sale |
| Other public company boards | None | — | No external public board interlocks reported |
Board Governance
- Current assignments: Audit & Risk Committee (Chair), Nominating & Corporate Governance Committee (Member), Executive Committee (Member) .
- Audit & Risk Committee responsibilities include oversight of financial reporting, internal controls, ERM, and cybersecurity; Scilacci and Flores designated “audit committee financial experts” .
- Committee activity levels (2024): Audit & Risk (10 meetings), Compensation & HCM (5), Executive (6), Nominating & Governance (3) .
- Independence: Board determined all non-employee directors, including Scilacci, are independent under NYSE and HEI categorical standards .
- Engagement: All directors attended ≥75% of Board/committee meetings in 2024 and attended the 2024 Annual Meeting; executive sessions held regularly under independent Chair Admiral Fargo .
Fixed Compensation
2024 non-employee director compensation was cash-based to reduce equity dilution; Scilacci’s actual 2024 amounts are below.
| Component | Amount ($) | Notes |
|---|---|---|
| HEI Board retainer | 85,000 | Standard director retainer |
| Committee retainer(s) | 25,000 | Audit & Risk Committee Chair fee |
| Extra meeting fees | 31,500 | Earned above meeting-count thresholds |
| Cybersecurity Working Group | 5,000 | Non-fiduciary group supporting cyber oversight |
| Annual cash award (instead of equity) | 120,000 | Granted June 30, 2024 to manage dilution |
| Total 2024 compensation | 266,500 | Includes $120k cash award |
Program references:
- Standard annual retainers: HEI Director $85,000; ARC Chair $25,000; NCGC Member $10,000; meeting fees after thresholds (e.g., $1,500 per HEI Board meeting after 8) .
- Maximum annual director compensation cap: $600,000 .
Performance Compensation
| Award Type | Grant Date | Units | Grant-date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Annual stock grant (customary) | — | — | — | Not granted in 2024; replaced by cash award due to dilution concerns |
| Annual cash award (in lieu of equity) | June 30, 2024 | n/a | 120,000 | Cash; immediate |
- No RSUs/PSUs or options disclosed for non-employee directors in 2024; award shift from equity to cash reduces dilution but may lessen longer-term alignment versus stock-based grants .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| None (public companies) | — | No external public board interlocks reported |
Expertise & Qualifications
- Finance and accounting; strategic & operational management; leadership; energy/utilities; risk management .
- Audit & Risk Committee financial expert designation (Board) .
- MBA (Santa Clara University) and BA (UCLA) .
- Extensive ERM leadership (8 years as CFO), including sustainability-related risks, and capital markets experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| William James Scilacci, Jr. | 14,726 | <1% |
- Director stock ownership guideline: must own shares equal in value to 5× Board retainer; directors must retain all shares from annual stock retainer until target met; as of the proxy date, no director had reached his/her compliance date (January 1 following the fifth anniversary) .
- Hedging and pledging of HE stock prohibited for directors, officers and employees; insider trading preclearance and blackout policy applies .
Governance Assessment
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Strengths
- Independent ARC Chair with “audit committee financial expert” status; enhances oversight of reporting, ERM and cybersecurity .
- Documented independence under NYSE and HEI categorical standards; no related-party concerns disclosed for Scilacci .
- Active engagement: committee meeting cadence (ARC 10 in 2024); directors met attendance thresholds and attended annual meeting .
- Policy guardrails: prohibition on hedging/pledging, annual evaluations, board limits on other public company memberships .
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Potential Risks / RED FLAGS
- Equity-to-cash shift for 2024 director awards reduces dilution but may weaken long-term equity alignment versus RSUs; monitor if cash persists beyond extraordinary circumstances .
- Enterprise dilution risk remains at company level given proposed increase of authorized shares to finance wildfire settlements; governance should balance financing flexibility with shareholder dilution concerns .
- Broader pay and performance pressures at the enterprise following wildfire-related losses require robust ARC oversight of ERM and disclosure quality; Scilacci’s ERM background is a mitigating factor .
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Overall implications
- Scilacci’s finance and ERM depth, independence, and ARC leadership are positive for investor confidence in controls and risk oversight. The temporary cash-heavy director pay structure warrants monitoring to re-establish stock-based alignment as conditions normalize .