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The Honolulu Advertiser
Posted on: Sunday, May 3, 2009

Board members' pay up

By Rick Daysog
Advertiser Staff Writer

Maui Land & Pineapple Co. laid off more than a quarter of its staff, reduced pineapple production by half and terminated its CEO last year. But board members at the Kahului-based company received a slight pay increase last year.

Filings with the Securities and Exchange Commission show that in 2008, Maui Land paid its nine board members a total of $521,000, or $57,800 each. That was up about 1.2 percent from the year-earlier period.

During the same period, the number of board meetings rose by 50 percent from eight in 2007 to 12 last year.

"Being on a corporate board isn't what it used to be. It's a lot more time consuming and a lot more serious because there are more regulations and more scrutiny from shareholders and shareholders rights groups," said former First Hawaiian Bank CEO Walter Dods, who serves on the boards of Maui Land and Alexander & Baldwin Inc. "You earn every dime you get."

With the weak local economy, sluggish earnings growth and the terminations of several high-profile CEOs, many of Hawai'i's corporate boards are following the example of Maui Land by taking a more active role in their companies.

New regulations regarding corporate governance have also increased the workloads of outside board members in recent years.

An Advertiser study of Hawai'i's largest publicly traded companies found that the average pay for a director of a Hawai'i-based company rose by 3.4 percent to $96,452.

The increased board involvement is a key reason directors' pay at Hawaiian Electric Industries Inc. has risen in recent years.

Company filings with the SEC show that the number of HEI board meetings increased from 13 a year in 2006 to 21 in 2007 and 19 in 2008.

HEI Chairman Jeffrey Watanabe saw his compensation jump from $260,033 in 2006 to $451,631 in 2007 and $406,062 in 2008.

As chairman, Watanabe's compensation is higher than other board members but his 2007 pay also included a $75,000 special fee as a member of the audit committee of the company's American Savings subsidiary. That committee met more than 40 times that year to address a number of issues including a federal investigation into lax reporting standards and the hiring of a new chief operating officer.

The Advertiser survey of board members' pay included data from more than 70 directors of locally based publicly traded companies. About half saw an increase in their annual compensation and several experienced double-digit percentage increases.

But some board members took big pay cuts. For instance, directors at Central Pacific Financial Corp., which reported a record $138.4 million loss for 2008, saw their fees cut by 20 percent last year.

Most board members would not comment on their directors fees and referred The Advertiser to company filings with the SEC. Here's a snapshot of what those filings say:

  • Following Watanabe, Michael Chun, headmaster of the Kamehameha Schools' Kapalama campus, was the second highest paid director. He received $177,047 as a board member of Alexander & Baldwin and $102,166 at Bank of Hawaii Corp., giving him a total of $279,213 in directors' fees last year;

  • Dods earned $208,927 last year as director of Alexander & Baldwin Inc. and another $68,040 as a Maui Land board member, giving him a total of $276,967 in directors' fees;

  • Ronald Migita, Central Pacific's chairman, saw his board pay tumble from $230,200 to $210,333 last year, reflecting the local bank's financial difficulties last year;

  • Constance Lau, chief executive officer of HEI, earned $173,927 in board compensation from Alexander & Baldwin Inc. Lau's A&B board pay is in addition to the $3,859,590 she earned last year as HEI's top executive.

    Reach Rick Daysog at rdaysog@honoluluadvertiser.com.

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