Board directors at public isle companies are paid well for expertise, experience

One dig at Mayor Kirk Caldwell during his recent re-election bid was that his pay for advising a local company a couple hours or so a month is more than his salary as Honolulu’s full-time chief executive. Well, he’s not alone.

A lot of business and community leaders earn as much or more than the mayor for serving on the boards of public companies in Hawaii.

According to an analysis of company reports, the pay for being an independent adviser to Hawaii-based companies with public stock was as much as $396,000 last year.

That sum was awarded by Hawaiian Electric Industries Inc. to retired Hono­lulu attorney Jeffrey Watanabe, a veteran of local public company boards.

Even advising a relatively small public company that holds four board meetings a year can be worth as much as a full-time middle-class job, or about $60,000.

In Caldwell’s case, he earns about $180,000 as a board director of Territorial Savings Bank parent Territorial Bancorp Inc. That’s more than the $136,428 he makes as mayor.

Of course such board positions, which some may view as plum, are reserved for a well-accomplished set.

The folks sitting on local public company boards include top executives in the fields of accounting, law, banking, education, retail and real estate development.

“Companies are looking for expertise,” said Eric Yeaman, president and chief operating officer of First Hawaiian Bank, who serves on three public company boards.

Public companies typically structure their boards, whose members are elected by shareholders, with a mix of their own executives and individuals who have no material relationship with the company. Usually only independent board directors get paid for their service.

The pay varies, but often includes cash along with stock and sometimes other benefits such as travel.

Typically, director pay correlates with a company’s revenue, according to New York-based compensation consulting firm Steven Hall & Partners.

Hawaiian Electric had the most revenue among Hawaii public companies last year, at $2.6 billion. HEI’s director pay ranged from $144,000 for Punahou School President James Scott to $396,000 for Watanabe.

Other HEI directors include retired Navy Adm. Thomas Fargo, KTA Superstores CEO Barry Taniguchi and Hawaii Community Foundation CEO Kelvin Taketa.

Watanabe’s director compensation was much more than fellow directors because he earned an extra $250,000 as board chairman and $6,000 as a member of one committee.

It’s common for companies to pay more for serving on committees, heading a committee and for attending extra meetings. Some also designate a “lead” independent director that can entail another bonus.

Watanabe is also a director of Oahu Publications Inc., publisher of the Honolulu Star-Advertiser. The company’s directors receive no compensation.

At Central Pacific Financial Corp., chairing a committee was worth an extra $15,000 to $25,000 last year. Being the lead independent director garnered $35,000. There was no bonus for board chair.

Central Pacific’s base director pay increased last year to $90,000 from $75,000 after the board retained Connecticut-based financial industry consulting firm McLagan to assess compensation levels in part by looking at company and board performance along with pay at peer institutions.

Total compensation for Central Pacific directors who had a full year of service ranged from $90,000 for Paul Kosasa, CEO of ABC Stores, to $125,000 for Crystal Rose, a local attorney.

Director pay is typically set by a board’s compensation committee with input from an independent consulting firm.

HEI SAID AN analysis by New York-based FW Cook in 2014 found its director compensation was below the median for peer companies, but its board decided against a raise because of the then-pending merger with NextEra Energy Inc.

Still, the company said in a proxy report that directors’ pay needs to be competitive.

“The board believes that a competitive compensation package is necessary to attract and retain individuals with the experience, skills and qualifications needed for the challenging role of serving as a director of a publicly traded company with a unique blend of highly regulated industries,” the report said.

Yeaman of First Hawaiian said companies are paying for viewpoints from directors with valuable experience.

Yeaman is a director on three public company boards — Hawaiian Telcom, Alexander & Baldwin Inc. and Alaska Airlines. He said the job comes with a lot of risk, responsibilities and time requirements that include board meetings and reviewing materials that can be voluminous.

“You represent the shareholders,” he said. “That’s an important fiduciary responsibility.”

Alaska Airlines, which serves Hawaii, noted in its proxy that Yeaman brings experience as CEO of a public company and intimate knowledge of the culture and transportation needs of Hawaii.

Yeaman’s experience includes being CEO of Hawaiian Telcom and chief financial officer of Kamehameha Schools and Hawaiian Electric. As a director last year, he earned $155,035 from A&B, $128,296 from Alaska Air and $81,343 from Hawaiian Telcom.

Sitting on more than one public company board isn’t unusual, and in part has to do with Hawaii’s relatively small pool of upper-echelon executives willing to advise public companies.

For instance, retired Kamehameha Schools President Michael Chun is a director for Matson Inc. and Bank of Hawaii Corp. Fargo is a director for Matson and HEI. Walter Dods Jr., a retired First Hawaiian Bank CEO, is on the boards of Matson, Hawaiian Telcom and Hawaii oil refinery owner Par Pacific Holdings Inc. Watanabe, the retired attorney, is a director for Matson in addition to HEI, and last year retired from A&B’s board after reaching its age limit of 72.

New York-based consulting firm Pay Governance LLC said in a report last year that the pool of people willing and able to serve on public company boards has been reduced by factors including tenure limits, more risk, higher qualification standards and increased time requirements. The company also said director pay has risen because of this.

Compensation for public company board members is typically a mix of cash and stock, with the latter given to align interests of directors with shareholders.

At A&B, the typical stock award was about $90,000 compared with a cash average of about $70,000. The cash average includes the director’s base pay plus the other amounts received for serving on various committees. At HEI, directors received $75,000 worth of stock compared with a cash average of $79,000 excluding Watanabe’s $321,000 cash compensation as chairman. Central Pacific director pay is all cash.

Other compensation sometimes includes reimbursing directors for travel to attend meetings, and pay for meetings in excess of a base number.

For instance, the parent company of Hawaiian Airlines, Hawaiian Holdings Inc., pays directors $1,500 for each extra meeting attended in person or $750 by phone beyond eight meetings a year. There were seven meetings last year.

Another benefit at the airline, where directors who served the full year earned from $137,735 to $237,339, is free travel. Directors receive this privilege for themselves, their immediate family and parents. Additionally, if directors serve five or 10 years, depending on their age, they can retire from the board with unlimited free travel.

Steven Hall Jr., a managing director with Steven Hall & Partners, said board directors of public companies are typically paid more than their private company counterparts because they have more oversight and regulation responsibilities, can be paid partially in stock and have to answer to a broader group of shareholders.

Hawaii’s largest bank, First Hawaiian, illustrates this point. Independent directors of its parent company were paid $48,000 to $76,000 last year while First Hawaiian was a private subsidiary of French financial services firm BNP Paribas. This year, First Hawaiian became a public company and has yet to report new director pay.

In contrast, Territorial is Hawaii’s fifth-largest bank but paid its directors much more after converting from a customer-owned financial institution to a public company in 2009.

This conversion is what made Caldwell one of Hawaii’s top-paid board directors.

Caldwell joined Territorial’s board in 2007 after many years working as an attorney with a firm that advised the bank. After Territorial sold stock to the public, its board compensation committee, which included Caldwell, decided to award stock to board members under an “equity incentive plan.” This plan, the bank said, was designed with the help of compensation consulting firm Pearl Meyer & Partners and additional assessment and approval from two other firms, Risk Metrics and Glass Lewis.

As a result, Caldwell’s director pay jumped from $44,312 in 2009 to about $182,000 in 2010. His 2010 compensation included $41,000 in cash and about $106,000 in stock and $35,000 worth of stock options. He earned about the same amount of compensation last year. Four other Territorial directors received similar payouts, which were set in 2010 for six years.