Djou files complaint over mayor’s stock assets

Ramping up his attack on his political rival, mayoral candidate Charles Djou on Friday filed a complaint with the city Ethics Commission claiming Mayor Kirk Caldwell is misrepresenting his ownership stake in Territorial Bancorp Inc. by $1 million.

A spokesman for Caldwell’s campaign called Djou’s complaint groundless, saying it wrongly includes stock options and other “shares beneficially owned” that the mayor does not actually own.

Ethics Commission Executive Director Jan Yamane, in response to a Honolulu Star-Advertiser query last week, said the commission has not previously looked into the issue of stock options and beneficially owned stock shares, but would do so if asked.

The complaint is the latest attack by Caldwell opponents concerning his relationship with Territorial, for which he has been a paid board director since 2007. Caldwell makes a base compensation of between $45,000 and $50,000. Additionally, from 2011 to 2017 that pay has been boosted by approximately $150,000 to $200,000 annually because of a one-time stock gift granted in 2010 that was to be paid out incrementally.

In 2010, Territorial stockholders also granted Caldwell and other board members 41,275 stock options that gave each the right to buy at $17.36 a share, about the value of a share in 2010 but significantly less than the $28.79 price per share at the close of NASDAQ stock trading Friday. The options were vested over six years beginning in August 2011.

It is those stock options that Djou insists should have been reported in Caldwell’s 2016 financial disclosure under the category “Ownership or Interests in Businesses in the State.”

Caldwell’s two 2015 disclosures reported the value of his interest as between $900,000 and $999,999. Djou said Territorial’s 2016 proxy shows Caldwell with 72,997 “shares beneficially owned as of March 31, 2016.” The value of a share on March 31 was about $26, so 72,997 common shares would have been valued at just under $1.9 million.

Djou, at a press conference Friday, said those shares would have been valued at $2.1 million using the stock’s current price.

Lex Smith, Caldwell’s campaign chairman, however, told the Star-Advertiser that a footnote on the proxy report states the 72,997 figure “includes 34,995 stock options that are exercisable within 60 days of March 31, 2016, and 6,141 unvested shares of restricted stock over which Mr. Caldwell has voting power.”

Caldwell owned 32,461 shares at the time he filed his 2016 disclosures, Smith said, which, if using Friday’s $29 closing price, would have put the value of his shares at less than $1 million. Djou knows that “owning an option is not the same thing (as) owning an interest in a business,” he said.

Asked to explain the 72,997 shares of “shares beneficially owned,” Territorial said U.S. Securities and Exchange Commission regulations require not just the disclosure of stocks owned in board directors’ and executives’ own names, but “any other shares over which they have a voting or ownership interest.”

Yamane said she does not believe the Ethics Commission has ever looked into situations involving stock options or beneficial interests. “In order for there to be any kind of formal opinion, we’d have to take it to the commission,” she said. A legal analysis would first have to be done to determine “if there’s value in an unexecuted stock option, and I’m not sure how one would value that.”

As part of the same package that gave bank directors and executives stock options, Territorial stockholders also voted to give each of them 36,821 shares of restricted stock that was to be vested and disbursed incrementally over a six-year period beginning in August 2011. The stock was issued to the mayor, the five other members of the Territorial board and the bank’s top executives.

Djou and other Caldwell critics have questioned the propriety and ethics of his holding onto the Territorial post and receiving such high compensation.

Djou said Territorial’s decision to retain Caldwell on its board is clearly political, and pointed out that the mayor has received tens of thousands of dollars in political contributions from fellow bank directors and executives over the years.

Caldwell, in response, has stated that the post does not take away from his job as mayor because it requires only two hours of meetings a month and that an oral opinion he received from former Ethics Commission Executive Director Chuck Totto said it was not a conflict to hold the post.

Additionally, both Caldwell and Territorial Savings officials said the bank does not do business with the city.