Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 26, 2021, the Board of Directors of Central Pacific Financial Corp.
(the "Company") and Central Pacific Bank (the "Bank") approved the following
changes to the Company's and the Bank's leadership teams, all effective January
1, 2022. Mr. Arnold Martines, 57, the current Executive Vice President, Chief
Banking Officer of the Company and the Bank will become President and Chief
Operating Officer of the Company and the Bank. Ms. Catherine Ngo, the current
President of the Company and President and Chief Executive Officer of the Bank
will become Executive Vice Chair of the Boards of Directors of the Company and
the Bank, and will continue as an Executive Committee officer of the Company and
the Bank. Mr. David Morimoto, Executive Vice President and Chief Financial
Officer of the Company and the Bank, will be elevated to Senior Executive Vice
President and Chief Financial Officer of the Company and the Bank. Mr. Kevin
Dahlstrom, the Executive Vice President and Chief Marketing Officer of the
Company and the Bank, will become Executive Vice President and Chief Strategy
Officer. Mr. Paul Yonamine will continue in his role as Chairman and Chief
Executive Officer of the Company and Executive Chairman of the Bank.
Mr. Martines joined the Bank originally in 2004 and has held various positions
with the Company and the Bank since that date, including serving as Executive
Vice President and Chief Banking Officer since June 1, 2020; Group Executive
Vice President, Revenue from May 2019 to May 2020 and Executive Vice President,
Commercial Markets, from September 2016 to April, 2019. Mr. Martines serves as
Chairman of Child and Family Service, and on the Board of Directors of the Aloha
Council, Boy Scouts of America and the Chamber of Commerce of Hawaii and is a
Trustee of the Saint Louis School.
The Company intends to file an amendment to this Form 8-K following
determination of any material compensation changes for Messrs. Martines,
Morimoto and Dahlstrom.
As previously disclosed, Mr. Martines' wife, Thuy Nguyen-Martines, has been
employed by the Bank since 2003 and currently holds the position of Senior Vice
President and Senior Private Banking Manager, a non-executive officer position.
In 2020, Ms. Nguyen-Martines's total compensation, including salary, bonus,
equity awards and other benefits, totaled approximately $185,000. Ms.
Nguyen-Martines participates in the Company's general benefit plans available to
all similarly situated employees. Her compensation is commensurate with that of
her peers.
In addition, on October 26, 2021, Mr. Jonathan B. Kindred was appointed to the
boards of directors of the Company and the Bank effective November 1, 2021. In
connection with his appointment, the size of the Board of Directors of the
Company and the Bank was expanded to twelve (12) directors. Mr. Kindred will
also serve on the Company's Audit Committee. Mr. Kindred will receive an annual
retainer of $90,000 (prorated for his first year of service) consistent with
amounts paid to all other non-employee members of the Company's Board of
Directors who are also not chairs of any of Board committees.
Mr. Kindred is currently Managing Member of KR Consulting LLC, a professional
services consulting firm located in Lahaina, Hawaii. He previously worked for
Morgan Stanley in a career spanning multiple roles in New York, London and Tokyo
from 1983-2019. In his final position at Morgan Stanley, Mr. Kindred was
President and Chief Executive Officer of both Morgan Stanley Japan Holdings Co.,
Ltd. and Morgan Stanley MUFG Securities Co., Ltd. from 2007 - 2019. During this
time, he also served as a member of Morgan Stanley's Management Committee.
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