A. Catherine Ngo
About A. Catherine Ngo
A. Catherine Ngo (age 64) has served as an independent director of Maui Land & Pineapple Company, Inc. (MLP) since January 1, 2024 and is the current Chairperson of the Audit Committee . She is an expert in finance, technology, and law; a graduate of the University of Virginia School of Law; and previously served as President & CEO and later Chair of Central Pacific Bank (2015–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Pacific Bank | President & CEO; later Chair | 2015–2024 | Led banking operations and governance |
| Startup Capital Ventures | Founding General Partner | Established 2005 | Early-stage VC leadership |
| Silicon Valley Bank (SVB) | EVP & General Counsel; oversaw operations and risk | Until 2005 | Legal, operations, risk oversight |
| Alliant Partners (SVB subsidiary) | Chief Operating Officer | During SVB tenure | Investment banking operations leadership |
| Private Law Practice | Attorney | 7 years | Legal practice foundation |
External Roles
| Organization | Role | Status |
|---|---|---|
| Central Pacific Financial Corp (NYSE: CPF) | Chair of the Board | Current |
| Hawaii Gas | Board Member | Current |
| FRB CDIAC (12th District) | Chair; Member of National FRB CDIAC | Current |
| Queen’s Health Systems | Board/Committee involvement | Current |
| Hawaiʻi Community Foundation | Board/Committee involvement | Current |
| Catholic Charities of Hawaiʻi | Board/Committee involvement | Current |
Board Governance
- Independence: The Board determined all directors, including Ms. Ngo, are independent under NYSE and SEC rules .
- Committee assignments: Audit Committee Chair; not listed on Compensation; not listed on Nominating & Governance .
- Attendance: In FY2024, directors attended 100% of Board and committee meetings; Board held 4 meetings, Audit 6, Compensation 2, Nominating & Governance 1 .
- Audit Committee financial expert: The Board determined all Audit Committee members, including Ms. Ngo, are “audit committee financial experts” .
- Board leadership: CEO and Board Chair roles are separated; the company does not currently have a lead independent director .
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | Yes |
| Compensation | No | — |
| Nominating & Governance | No | — |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash Retainer | $40,000 | Quarterly $10,000 |
| Stock Awards | $120,000 | 5,600 shares; vest quarterly; 3,124 vested by 12/31/2024; remainder vest through 12/31/2025 |
| Option Awards (fair value) | $559,780 | Options granted in 2024 (committee services) vest quarterly |
| Total Director Compensation (FY2024) | $719,780 | Sum of components |
Director equity grant details:
| Instrument | Grant Date | Shares Granted | Exercise Price | Vesting | Unvested (12/31/2024) | Unexercised (12/31/2024) |
|---|---|---|---|---|---|---|
| Restricted Stock | 2024 (annual grant) | 5,600 | — | Quarterly; 3,124 vested by 12/31/2024; remainder through 12/31/2025 | 2,476 | — |
| Stock Options | May 2024 (six directors) | Part of 385,500 pool | $22.25/share | Quarterly | 15,781 | 63,125 |
Initial appointment compensation framework (effective 1/1/2024): total director compensation of $100,000 comprised of cash retainer and shares, issued quarterly beginning March 31, 2024 .
Performance Compensation
- Directors: No performance-based metrics disclosed for director pay; director equity grants vest over time and are not tied to specific performance goals .
- Executive program (context): Incentive plans were based on measured thresholds and weights; useful to assess governance rigor.
Incentive plan performance metrics (Executives; Directors not covered):
| Metric | 2023 Weights | 2024 Weights |
|---|---|---|
| Adjusted EBITDA | Up to 25% (0% achieved) | Up to 15% (5% achieved) |
| Real Estate thresholds | Up to 25% | — |
| Leasing thresholds (aggregate) | Up to 25% | Commercial up to 30%; Land up to 15% |
| Resort amenity thresholds | Up to 25% | — |
| Business operations | Up to 25% | Up to 20% |
Other Directorships & Interlocks
| External Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Central Pacific Financial Corp (NYSE: CPF) | Chair | Financial services board role; no related party transactions disclosed at MLP |
| Hawaii Gas | Board Member | Utility board role; no related party transactions disclosed at MLP |
| FRB CDIAC (12th District) | Chair | Advisory role; no related party transactions disclosed at MLP |
Since January 1, 2024, MLP disclosed no related party transactions requiring disclosure and none are currently proposed .
Expertise & Qualifications
- Finance, legal, risk, and technology executive with multi-sector experience; UVA Law graduate .
- Audit Committee Chair and designated “financial expert” at MLP .
- Prior C-suite leadership at a regulated financial institution (Central Pacific Bank) and senior roles at SVB (legal, operations, risk) and its investment banking arm .
Equity Ownership
| Beneficial Ownership (Record Date: 03/27/2025) | Shares | % of Class |
|---|---|---|
| A. Catherine Ngo | 52,944 | <1% |
Restricted stock and option status:
- Restricted Stock: 5,600 shares granted in 2024; 3,124 vested by 12/31/2024; 2,476 remaining to vest through 12/31/2025 .
- Options: 15,781 unvested option shares; 63,125 unexercised option shares as of 12/31/2024 . 2024 director options were granted at $22.25/share .
- Hedging and pledging: Company policy prohibits hedging and pledging by insiders; case-by-case exceptions may be granted for pledging by the Audit Committee; no pledging disclosed for Ms. Ngo .
Recent Form 4 insider transactions (Director-specific):
| Transaction Date | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|
| 2024-12-16 | Award (A) | 2,476 | 5,600 | https://www.sec.gov/Archives/edgar/data/63330/000141588924029657/0001415889-24-029657-index.htm |
| 2025-03-14 | Award (A) | 1,804 | 7,404 | https://www.sec.gov/Archives/edgar/data/63330/000141588925008088/0001415889-25-008088-index.htm |
Governance Assessment
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Strengths:
- Audit Committee Chair with “financial expert” designation; strong alignment with board oversight of financial reporting and risk .
- Independence affirmed; 100% attendance in FY2024; robust committee engagement .
- Equity ownership and ongoing vesting support alignment; insider trading policy prohibits hedging/pledging (no pledging disclosed for Ngo) .
-
Watch items and potential investor confidence signals:
- Director option grants are large by fair-value terms (Ngo $559,780 in 2024) versus cash retainers; option-heavy mix may influence risk-taking and is less common in modern director pay practices . Company indicates moving from options to restricted stock for 2025 at the recommendation of compensation consultants, which could reduce risk and improve valuation certainty .
- Board does not currently have a lead independent director; while Chair is independent, the absence of a lead independent director can be viewed as a governance caution depending on context .
- Board-level pledging exists (Steve Case, majority owner); not Ngo-specific but a board environment factor that investors may monitor for potential conflicts or liquidity risk .
-
Related-party and conflicts:
- No related-party transactions disclosed since Jan 1, 2024; Board independence and committee structure mitigate conflict risks .
-
Director pay structure clarity:
- Initial appointment compensation disclosed as $100,000 cash+stock (quarterly) was later supplemented by committee-related option grants, producing a materially higher total compensation in 2024; transparency is adequate in proxy disclosure .
-
Attendance and engagement:
- Full attendance across Board and committees underscores engagement; ongoing Audit oversight includes restated 2023 and 2024 filings review and independence confirmations with auditors .