CENTRAL PACIFIC FINANCIAL CORP (CPF)
Sector: Financials
2026 Annual Meeting Analysis
CENTRAL PACIFIC FINANCIAL CORP · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2005 with strong financial and risk management credentials; CPF's 3-year total return of +75.4% outperforms the peer group median by +56.2pp, well below the 50pp trigger threshold for a strong-positive-TSR company, so no TSR concern applies; holds one other public board seat (Backblaze), within the permitted limit.
Director since 2023, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings CEO, CFO, and audit experience relevant to a community bank.
Director since 2021 with over 36 years of financial services experience; CPF's strong stock outperformance versus peers means no TSR concern applies.
Director since 2002 with deep Hawaii business and retail industry expertise; no overboarding, no TSR trigger, and the related-party ATM arrangement ($7,689) is immaterial.
Director since 2018 with extensive financial services and CFO experience; CPF's strong TSR outperformance means no TSR trigger applies.
CEO and director since 2023; as an executive director he is subject to the same TSR trigger as all other directors, but CPF's 3-year return of +75.4% outperforms the peer median by +56.2pp, which does not breach the 50pp threshold required to trigger a No vote for a strong-positive-TSR company.
Director since 2024, within the 24-month new-director exemption period; brings banking and financial services expertise; related-party technology and insurance payments (~$663K combined) were reviewed by the board and deemed made on market terms with limited Hawaii alternatives.
Director since 2015 with small-business and marketing expertise; no overboarding, no TSR trigger given CPF's strong outperformance versus the peer group.
Director since January 2025, well within the 24-month new-director exemption period; brings CEO and healthcare industry experience; the dental plan relationship (~$345K paid by Bank) was reviewed by the board as arms-length and market-standard.
Director since 2005 with extensive legal and real estate expertise relevant to a Hawaii community bank; CPF's 3-year total return of +75.4% outperforms the peer median by +56.2pp, not breaching the 50pp threshold, so no TSR concern applies.
All 10 nominees pass policy screens: CPF's 3-year price return of +75.4% outperforms the QABA benchmark by +40.9pp and outperforms the company-disclosed peer group median by +56.2pp, neither of which breaches the 50pp peer-group trigger required for a strong-positive-TSR company. No director is overboarded, all attended at least 75% of meetings, audit committee members have confirmed financial expertise, and no familial relationships with senior management are present among nominees.
Say on Pay
✓ FORCEO
Arnold D. Martines
Total Comp
$2,763,135
Prior Support
98%%
CEO total compensation of approximately $2.76 million is reasonable for a community bank CEO at CPF's market cap and asset size (~$7.4B), and the proxy discloses that the CEO ranked at the 51st percentile of the compensation peer group on total direct compensation — within the policy's acceptable range. The pay mix is appropriately weighted toward variable pay, with roughly half of long-term equity in performance stock awards tied to Core Return on Tangible Common Equity and relative total shareholder return over a multi-year period, and the annual bonus funded by core net income and efficiency ratio results. CPF's 3-year stock return of +75.4% substantially outperforms the peer group median (+56.2pp) and the QABA community bank benchmark (+40.9pp), confirming that above-target incentive payouts are aligned with strong shareholder outcomes; prior-year Say on Pay support was approximately 98%, reflecting broad shareholder approval.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing context contains director compensation data rather than audit/non-audit fee figures, so the non-audit fee ratio trigger cannot be calculated; per policy, when tenure is not disclosed or cannot be determined the default is FOR. Crowe LLP is a large national firm (top-10 public company auditor) appropriate for CPF's market cap of approximately $827M, the audit committee is fully independent with three designated financial experts, and no material restatements are noted in the filing.
Overall Assessment
The 2026 CPF annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR recommendations. CPF's exceptional 3-year stock performance (+75.4%, outpacing both the QABA community bank benchmark and the company's own peer group by wide margins) supports the director slate and validates the pay-for-performance alignment of the executive compensation program.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing