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Central Pacific Financial (NYSE: CPF) sets executive change in control benefits

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Central Pacific Financial Corp. adopted new Change in Control Agreements for its executive officers, including Chairman and CEO Arnold D. Martines. The agreements run through June 30, 2029 and then automatically renew each year unless the company gives notice of nonrenewal.

If a change in control occurs and an executive is terminated without cause or resigns for defined good reason, they receive cash severance, accelerated equity vesting, continued health coverage and outplacement support. Most executives are entitled to 2.0 times base salary and 2.0 times average bonus, while the CEO is entitled to 3.0 times each. Benefits are subject to clawback and regulatory limits and coordinated with Section 280G tax rules using a best net approach.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Agreement term end date June 30, 2029 Initial term of Change in Control Agreements
Executive severance multiple 2.0x salary and 2.0x bonus Most executive officers’ cash severance formula
CEO severance multiple 3.0x salary and 3.0x bonus CEO cash severance formula under Change in Control Agreement
Health coverage period 18 months COBRA premiums Health plan coverage for executives and qualified beneficiaries
Outplacement benefit cap $25,000 Maximum outplacement services reimbursement per eligible executive
Trigger window 90 days before to 2 years after Termination timing around a change in control for benefits
Change in Control Agreement financial
"each of the executive officers of Central Pacific Financial Corp. ... entered into a Change in Control Agreement"
Good Reason financial
"voluntary termination of employment for “Good Reason” (as defined in the applicable Change in Control Agreement)"
Cause financial
"involuntary termination of employment by the Company without “Cause” (as defined in the applicable Change in Control Agreement)"
Section 280G financial
"None of the executive officers is entitled to an excise tax gross-up payment with respect to Section 280G of the Internal Revenue Code of 1986"
best net approach financial
"provide for a “best net” approach, whereby benefit payments are limited to the threshold amount under Section 280G"
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0000701347false00007013472026-06-302026-06-30


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): June 30, 2026
 
Central Pacific Financial Corp.
(Exact name of registrant as specified in its charter)
 
Hawaii 001-31567 99-0212597
(State or other
jurisdiction of
incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
 
220 South King Street, Honolulu, Hawaii
(Address of principal executive office)

96813
(Zip Code)

(808) 544-0500
(Registrant’s telephone number, including area code)

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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, No Par ValueCPFNew York Stock Exchange

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

Change in Control Agreements

On June 30, 2026, each of the executive officers of Central Pacific Financial Corp. (the “Company”), including its Chairman and Chief Executive Officer, Arnold D. Martines (the “CEO”), entered into a Change in Control Agreement with the Company. A brief summary of the material terms of each agreement is set forth below. The summary below is qualified by reference to the text of the Change in Control Agreements attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Term: Approximately three years, expiring on June 30, 2029. Following the initial term, the agreements automatically renew for successive one-year terms on each July 1 thereafter unless the Company gives the executive officer notice of nonrenewal prior to the automatic renewal date.

Benefits: The severance benefit for executive officers other than the CEO is (a) a lump sum payment in an amount equal to the sum of: (i) 2.0 times the executive officer’s annual base salary, (ii) 2.0 times the executive officer’s average annual bonus for the prior two years, and (iii) an amount equal to the COBRA premium for health plan coverage for the executive officer and qualified beneficiaries for a period of 18 months; (b) full vesting of outstanding equity awards, with performance-based awards vested at target numbers of shares; and (c) up to $25,000 for outplacement services.

The severance benefit provided under the CEO’s Change in Control Agreement is the same as for other executive officers, except that the CEO is eligible to receive 3.0 times his base salary and 3.0 times his average annual bonus for the prior two years.

An executive officer is required to enter into a release agreement with the Company in order to receive benefits under the agreement. Benefit payments are subject to the Company’s clawback and similar recovery policies, banking regulatory restrictions and Company confidential information and nonsolicitation protections. An executive officer eligible for benefits under his or her Change in Control Agreement is not entitled to benefits under any other Company severance plan, policy or agreement.

None of the executive officers is entitled to an excise tax gross-up payment with respect to Section 280G of the Internal Revenue Code of 1986 (“Section 280G”). Instead, the Change in Control Agreements provide for a “best net” approach, whereby benefit payments are limited to the threshold amount under Section 280G if it would be more favorable to the applicable executive officer on a net after-tax basis than receiving the full benefit payments and paying the excise taxes.

Triggering Events: The change in control severance benefits are triggered upon the applicable executive officer’s (i) involuntary termination of employment by the Company without “Cause” (as defined in the applicable Change in Control Agreement) within the period beginning 90 days before and ending two years after a “Change in Control” (as defined in the applicable Change in Control Agreement) of the Company or (ii) voluntary termination of employment for “Good Reason” (as defined in the applicable Change in Control Agreement) within two years following a “Change in Control” of the Company. The benefit is not payable in the event of the applicable executive officer’s termination for “Cause,” the executive officer’s resignation for any reason other than for “Good Reason”, or the executive officer’s death or disability.

Item 9.01. Financial Statements and Exhibits

 (d) Exhibits.

Exhibit No.Description
10.1
Change in Control Agreement with Arnold D. Martines, Chairman, President, and Chief Executive Officer, Central Pacific Financial Corp., effective June 30, 2026
10.2
Form of Executive Officer Change in Control Agreement, effective June 30, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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:July 2, 2026By:/s/ Glenn K.C. Ching
Glenn K.C. Ching
Executive Vice President, Chief Legal Officer and
Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Central Pacific Financial (CPF) disclose in this Form 8-K?

Central Pacific Financial disclosed new Change in Control Agreements for its executive officers, including the CEO. These contracts define severance, equity vesting, and benefits if certain terminations occur around a change in control of the company.

How long do the new Change in Control Agreements at CPF last?

The agreements have an initial term through June 30, 2029. After that, they automatically renew for one-year periods each July 1 unless the company notifies the executive in advance that it will not renew the agreement.

What severance can Central Pacific Financial executives receive under these agreements?

Most executives may receive a lump sum equal to 2.0 times base salary and 2.0 times average bonus, plus 18 months of health coverage, full equity vesting at target for performance awards, and up to $25,000 in outplacement services if conditions are met.

How do the CEO’s benefits differ in CPF’s Change in Control Agreement?

The CEO’s agreement mirrors other executives’ terms but uses a higher multiple. He is eligible for 3.0 times base salary and 3.0 times his average annual bonus for the prior two years, rather than 2.0 times, if a qualifying termination occurs.

When are change in control severance benefits triggered at Central Pacific Financial?

Benefits trigger if an executive is terminated without cause from 90 days before to two years after a change in control, or resigns for defined good reason within two years after a change in control. Termination for cause, ordinary resignation, death, or disability does not qualify.

How do the CPF agreements handle Section 280G excise taxes?

Executives are not entitled to any excise tax gross-up. Instead, payments follow a “best net” approach, limiting benefits to the Section 280G threshold when that yields a higher net after-tax result for the executive than receiving full benefits and paying excise taxes.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents