Shannon Okinaka
UNIVERSAL TECHNICAL INSTITUTEAbout Shannon Okinaka
Shannon Okinaka is an independent Class I director of Universal Technical Institute (UTI) since March 2022 and an Audit Committee financial expert. She currently serves as Executive Vice President of Administration at Hawaiian Airlines, Inc., after serving as EVP, CFO & Treasurer of Hawaiian Holdings, Inc. from 2015–2024 and VP–Controller of Hawaiian Airlines from 2011–2015. She holds a BBA in Management Information Systems and Accounting from the University of Hawai‘i at Mānoa and is age 50. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawaiian Holdings, Inc. | EVP, CFO & Treasurer | 2015–2024 | Led finance; qualifies as audit committee financial expert |
| Hawaiian Airlines, Inc. | VP – Controller | 2011–2015 | Oversaw accounting; SOX compliance background |
| Hawaiian Airlines, Inc. | Senior Director, SOX & special projects | Not disclosed | Internal controls and project leadership |
| Hawaiian Electric Company | Finance/Accounting roles | Not disclosed | Utility sector finance experience |
| Coopers & Lybrand/PricewaterhouseCoopers | Public accounting | Not disclosed | CPA background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Honolulu Japanese Chamber of Commerce | Director | Not disclosed | Non-public organization |
| Island Insurance Company | Director | Not disclosed | Non-public insurance company |
| Public company boards | None | — | UTI discloses no other public company directorships |
Board Governance
- Board classification and term: Class I; current term ends in 2026.
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert.
- Independence: Board determined independent under NYSE standards.
- Attendance: In FY2024, the Board met 7 times and each director attended more than 75% of Board and applicable committee meetings; Audit Committee held 11 meetings.
- Board leadership: Non-executive Chairman structure with regular executive sessions of non-management directors.
Fixed Compensation
Director compensation actually paid
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 58,000 | 58,000 |
| Stock Awards ($) | 75,000 | 100,000 |
| All Other Compensation ($) | — | — |
| Total ($) | 133,000 | 158,000 |
Policy highlights (non-employee directors):
- Annual cash retainer $50,000; committee and chair retainers incremental (e.g., Audit member +$8,000; Audit chair +$25,000; non-exec Chair +$100,000); no meeting fees.
- Annual equity award targeting $100,000 (grant-date fair value) under the 2021 Equity Incentive Plan; shares determined using the closing price on grant date (e.g., Feb 28, 2024 at $14.73).
Performance Compensation
- Director pay is not performance-based; annual equity awards are time-based stock grants with no performance metrics.
- For reference, the company’s performance metrics (Adjusted EBITDA, revenue, TSR modifiers) apply to executive PSUs, not to director compensation.
| Director Performance Element | Metric | Design | FY2024 Detail |
|---|---|---|---|
| Annual equity grant | None (time-based only) | Shares equal to $100,000 grant-date fair value | Priced using 2/28/2024 close ($14.73) for share count basis |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| External affiliations | EVP Administration, Hawaiian Airlines; boards of Honolulu Japanese Chamber of Commerce and Island Insurance Company |
| Potential interlock/conflict to monitor | UTI announced new partnerships in FY2024, including with Hawaiian Airlines. No related-party transaction disclosure referencing Hawaiian Airlines appears in the related-party section; monitor for any transactions meeting disclosure thresholds. |
Expertise & Qualifications
- Audit and finance: Former public company CFO; designated Audit Committee financial expert.
- Industry: Extensive aviation sector operating experience.
- Information systems and controls: MIS degree; led SOX compliance projects.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of record date Jan 8, 2025) | 21,930 shares; <1% of outstanding |
| Vested vs. unvested breakdown | Not disclosed for directors in proxy tables |
| Shares pledged as collateral | No pledging disclosure identified |
| Hedging/derivatives policy | Hedging and monetization transactions are prohibited for directors |
| Director ownership guidelines | Company has director and officer stock ownership guidelines (details not specified in proxy) |
Insider Trades & Section 16
| Item | FY2024 Status |
|---|---|
| Form 4 insider transactions disclosed for Okinaka | Not specifically disclosed in proxy |
| Section 16(a) delinquencies | Proxy lists certain late Form 4s for other insiders; none listed for Okinaka |
| Beneficial ownership reference | 21,930 shares beneficially owned as of Jan 8, 2025 |
Governance Assessment
- Strengths: Independent director with deep CFO and audit expertise; Audit Committee Financial Expert designation; Audit Committee met 11x in FY2024; directors exceeded 75% attendance; non-executive Chair structure with executive sessions—supports robust oversight.
- Pay design quality: Director pay is simple (cash retainer + time-based equity); no meeting fees; balanced cash/equity with increased equity grant in FY2024 aligns with shareholder value.
- Shareholder sentiment: Say-on-pay support is strong—98.9% in 2024 and 89% in 2023—indicating generally positive investor confidence in compensation governance.
- Processes: Compensation Committee uses an independent consultant (Pearl Meyer); Board maintains related-party policy with committee-level review—good governance hygiene.
- Watch items / potential conflicts: UTI disclosed a new partnership with Hawaiian Airlines while Okinaka is a senior executive at Hawaiian Airlines; although no related-party transaction is disclosed regarding Hawaiian, this creates a potential interlock to monitor for any material transactions and independence considerations.
No red flags surfaced regarding low attendance, option repricing, tax gross-ups, or Section 16 reporting issues for Okinaka. Hedging is prohibited, and director compensation is time-based equity without performance manipulation risk.