Central Pacific Financial Corp 8-K, filed Feb 27, 2025
Central Pacific Financial Corp (CPF)
8-K
2025-02-27
For: 2025-02-25
View Original
Added on
April 07, 2026
About this 8-K
Central Pacific Financial Corp filed this 8-K on February 27, 2025, reporting on events of February 25, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 25, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(808 ) 544-0500
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 25, 2025, the Boards of Directors of Central Pacific Financial Corp. (the “Company”) and Central Pacific Bank (the “Bank”) approved, to be effective as of March 1, 2025, the appointment and promotion of David Morimoto to Vice Chairman (corporate title) and Chief Operating Officer of the Company and the Bank, and Dayna Matsumoto to Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of the Company and the Bank.
Mr. Morimoto, age 57, is currently Senior Executive Vice President and Chief Financial Officer of the Company and the Bank and has served as Chief Financial Officer for the Company and the Bank since July 2015, and before that he served in various positions with the Company and the Bank including as Treasurer. Mr. Morimoto has been with the Company and the Bank since 1991 (33+ years). Mr. Morimoto holds a Bachelor of Business Administration in Finance with the University of Hawaii, and a Master of Business Administration in Accounting with Chaminade University. Mr. Morimoto serves on the boards of The Institute for Human Services, Inc. and the Downtown Athletic Club Hawaii.
Ms. Matsumoto, age 43, is currently Group Senior Vice President and Director of Finance and Accounting for the Company and the Bank and has served as Director of Finance and Accounting for the Company and the Bank since 2023, and before that she served as the Controller for the Company and the Bank from 2013 to 2022. Ms. Matsumoto has been with the Company and the Bank since 2006 (18+ years). Ms. Matsumoto holds a Bachelor of Business Administration in Accounting and Finance with the University of Hawaii, and a Master of Business Administration with Hawaii Pacific University, and has been a licensed Certified Public Accountant in the State of Hawaii since 2005. Ms. Matsumoto serves on the boards of the Girl Scouts of Hawaii and Teach for America Hawaii.
In connection with Mr. Morimoto’s promotion to Vice Chairman (corporate title) and Chief Operating Officer of the Company and the Bank, his annual base salary with the Company and the Bank will be $525,000. Mr. Morimoto will be eligible for annual incentive compensation with a target payment of 75% of his base salary and a maximum payment of 150% of his base salary. Mr. Morimoto will also be eligible to receive long-term incentive stock awards each year having a target value of 75% of his base salary at time of grant. Mr. Morimoto will be eligible to participate in employee benefit plans and programs generally available to employees of the Company and Bank.
In connection with Ms. Matsumoto’s promotion to Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) of the Company and the Bank, her annual base salary with the Company and the Bank will be $362,000. Ms. Matsumoto will be eligible for annual incentive compensation with a target payment of 50% of her base salary and a maximum payment of 100% of her base salary. Ms. Matsumoto will also be eligible to receive long-term incentive stock awards each year having a target value of 50% of her base salary at time of grant. Ms. Matusmoto will be eligible to participate in employee benefit plans and programs generally available to employees of the Company and Bank.
Ms. Matsumoto’s husband, Mr. Patrick Matsumoto, is also employed at the Bank as a Vice President and Commercial Real Estate Manager. In 2024, Patrick Matsumoto’s total compensation, including salary, bonus, equity awards, and other benefits, totaled approximately $177,000. Mr. Matsumoto participates in the Company’s general benefit plans available to all similarly situated employees.
A press release announcing Mr. Morimoto’s and Ms. Matsumoto’s appointments is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Central Pacific Financial Corp. | |||||
| (Registrant) | |||||
Date: February 27, 2025 | /s/ Glenn K.C. Ching | ||||
| Glenn K.C. Ching | |||||
| Executive Vice President, Chief Legal Officer | |||||
| and Corporate Secretary | |||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |||||||||||
| Investor Contact: | Ian Tanaka | Media Contact: | Tim Sakahara | ||||||||
| SVP, Treasury Manager | AVP, Corporate Communications Manager | ||||||||||
| (808) 544-3646 | (808) 544-5125 | ||||||||||
| ian.tanaka@cpb.bank | tim.sakahara@cpb.bank | ||||||||||
NEWS RELEASE
CENTRAL PACIFIC BANK PROMOTES DAVID MORIMOTO TO CHIEF OPERATING OFFICER AND DAYNA MATSUMOTO TO CHIEF FINANCIAL OFFICER
David Morimoto Dayna Matsumoto
HONOLULU, HI (February 27, 2025) – Arnold Martines, Chairman, President, and Chief Executive Officer today announced the following executive appointments for Central Pacific Financial Corp. (CPF) and Central Pacific Bank (CPB) to be effective March 1, 2025:
•David Morimoto is being promoted to Vice Chair and Chief Operating Officer.
•Dayna Matsumoto is being promoted to Executive Vice President and Chief Financial Officer.
“In addition to recognizing the valuable contributions of David and Dayna, their appointments are designed to align our executive team to the bank’s strategic, financial and business objectives and to develop leadership depth and experience,” said Martines.
Morimoto has more than 30 years of banking experience, all at CPB, where he started in 1991. In addition to serving as Chief Financial Officer for the past nine years, he has led the Technology, Operations and Legal & Compliance Divisions. Morimoto holds a Bachelor of Business Administration in Finance from the University of Hawaii at Manoa as well as a Master of Business Administration with a concentration in Accounting from Chaminade University.
Matsumoto, a CPA, has more than 22 years of experience in finance and accounting. She started her career at KPMG as a Senior Audit Associate before moving to CPB in 2006 where she has held several management positions including Asset Liability Manager in the Treasury Division, Controller, and, more recently, Group Senior Vice President, Director of Finance & Accounting. She holds a Bachelor of Business Administration in Accounting and Finance from the University of Hawaii at Manoa and a Master of Business Administration from Hawaii Pacific University.
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About Central Pacific Financial Corp.
Central Pacific Financial Corp. is a Hawaii-based bank holding company with approximately $7.47 billion in assets as of December 31, 2024. Central Pacific Bank, its primary subsidiary, operates 27 branches and 55 ATMs in the State of Hawaii. Central Pacific Financial Corp. is traded on the New York Stock Exchange (NYSE) under the symbol "CPF." For additional information, please visit: cpb.bank
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Forward-Looking Statements
This document may contain forward-looking statements ("FLS") concerning: projections of revenues, expenses, income or loss, earnings or loss per share, capital expenditures, payment or nonpayment of dividends, net interest income, capital position, credit losses, net interest margin or other financial items; statements of plans, objectives and expectations of Central Pacific Financial Corp. (the "Company") or its management or Board of Directors, including those relating to business plans, use of capital resources, products or services and regulatory developments and regulatory actions; statements of future economic performance including anticipated performance results from our business initiatives; or any statements of the assumptions underlying or relating to any of the foregoing. Words such as "believe," "plan," "anticipate," "seek," "expect," "intend," "forecast," "hope," "target," "continue," "remain," "estimate," "will," "should," "may" and other similar expressions are intended to identify FLS but are not the exclusive means of identifying such statements.
While we believe that our FLS and the assumptions underlying them are reasonably based, such statements and assumptions are by their nature subject to risks and uncertainties, thus could later prove to be inaccurate or incorrect. Accordingly, actual results could differ materially from those statements or projections for a variety of reasons, including, but not limited to: the effects of inflation and interest rate fluctuations; the adverse effects of bank failures and the potential impact of such developments on customer confidence, deposit behavior, liquidity and regulatory responses thereto; the adverse effects of the COVID-19 pandemic virus (and its variants) and other pandemic viruses on local, national and international economies, including, but not limited to, the adverse impact on tourism and construction in the State of Hawaii, our borrowers, customers, third-party contractors, vendors and employees, as well as the effects of government programs and initiatives in response thereto; supply chain disruptions; labor contract disputes and potential strikes; the increase in inventory or adverse conditions in the real estate market and deterioration in the construction industry; adverse changes in the financial performance and/or condition of our borrowers and, as a result, increased loan delinquency rates, deterioration in asset quality, and losses in our loan portfolio; the impact of local, national, and international economies and events (including natural disasters such as wildfires, volcanic eruptions, hurricanes, tsunamis, storms, and earthquakes) on the Company's business and operations and on tourism, the military, and other major industries operating within the Hawaii market and any other markets in which the Company does business; deterioration or malaise in domestic economic conditions, including any destabilization in the financial industry and deterioration of the real estate market, as well as the impact of declining levels of consumer and business confidence in the state of the economy in general and in financial institutions in particular; changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, changes in capital standards, other regulatory reform and federal and state legislation, including but not limited to regulations promulgated by the Consumer Financial Protection Bureau, government-sponsored enterprise reform, and any related rules and regulations which affect our business operations and competitiveness; the costs and effects of legal and regulatory developments, including legal proceedings and lawsuits we are or may become subject to, or regulatory or other governmental inquiries and proceedings and the resolution thereof; the results of regulatory examinations or reviews and the effect of, and our ability to comply with, any regulations or regulatory orders or actions we are or may become subject to, and the effect of any recurring or special FDIC assessments; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the PCAOB, the FASB and other accounting standard setters and the cost and resources required to implement such changes; the effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System; securities market and monetary fluctuations, including the impact resulting from the elimination of the LIBOR Index; negative trends in our market capitalization and adverse changes in the price of the Company's common stock; the effects of any potential or actual acquisitions or dispositions we may make or evaluate, and the related costs; political instability; acts of war or terrorism; changes in consumer spending, borrowings and savings habits; technological changes and developments; cybersecurity and data privacy breaches and the consequence therefrom; failure to maintain effective internal control over financial reporting or disclosure controls and procedures; our ability to address deficiencies in our internal controls over financial reporting or disclosure controls and procedures; changes in the competitive environment among financial holding companies and other financial service providers; our ability to successfully implement our initiatives to lower our efficiency ratio; our ability to attract and retain key personnel; changes in our personnel, organization, compensation and benefit plans; our ability to successfully implement and achieve the objectives of our BaaS initiatives, including adoption of the initiatives by customers and risks faced by any of our bank
collaborations including reputational and regulatory risk; and our success at managing the risks involved in the foregoing items.
For further information with respect to factors that could cause actual results to materially differ from the expectations or projections stated in the FLS, please see the Company's publicly available SEC filings, including the Company's Form 10-K for the last fiscal year and, in particular, the discussion of "Risk Factors" set forth therein. We urge investors to consider all of these factors carefully in evaluating the FLS contained in this document. FLS speak only as of the date on which such statements are made. We undertake no obligation to update any FLS to reflect events or circumstances after the date on which such statements are made, or to reflect the occurrence of unanticipated events except as required by law.