Central Pacific Financial Corp

This proposal requests an advisory, non-binding shareholder vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a Say-on-Pay vote). Management is seeking shareholder approval to validate its executive pay program and to provide shareholders an opportunity to express support (or not) for the design and outcomes of the Company’s compensation arrangements. The Compensation Committee designed the program to align pay with short- and long-term performance through base salary, an Annual Incentive Plan tied to Core Net Income, Core Efficiency Ratio and business/personal goals, and long-term equity awards split between time-based RSUs and performance-based PSUs measured by ROTCE and relative TSR. The Company emphasizes pay-for-performance, risk controls (including clawbacks and incentive compensation risk assessment), and independent advisor input; it also cites local labor market considerations in Hawaii as a rationale for compensation levels and structure. The Board recommends a vote FOR, pointing to strong 2025 financial results (improved net income, efficiency ratio, dividend and share repurchases) and governance safeguards as justification. Because the vote is advisory, it will not bind the Board, but the Compensation Committee has committed to consider the outcome when setting future compensation policies. A FOR vote effectively endorses the current mix of cash and equity incentives and the Committee’s use of metrics and discretion; an AGAINST vote would signal shareholder dissatisfaction and could prompt management and the Committee to reconsider plan design, targets, or disclosure practices. Given the Company’s stated recent performance and its repeated use of an annual Say-on-Pay vote, management frames this proposal as part of normal shareholder engagement on executive pay and governance oversight.

This item is a catch-all placeholder allowing the meeting to address any additional matters properly presented at the annual meeting that were not specifically described elsewhere in the proxy materials. It does not propose a specific substantive action and does not carry a standing recommendation from the Board; instead, proxies will be voted in accordance with the Board’s recommendations on any such matter or, if no recommendation is provided, at the discretion of the proxy holders. The practical effect is procedural: it preserves the ability to consider routine ministerial matters, unexpected housekeeping items, or other proposals that are timely and properly brought before the meeting under applicable law and the Company’s bylaws. Because the content and materiality of any such proposals are unknown in advance, the risks and shareholder impacts are likewise indeterminate and must be assessed case-by-case. Historically, "other business" at annual meetings is rarely material and often relates to procedural approvals, but could include ad hoc shareholder proposals or technical motions in some circumstances. Shareholders who wish to ensure their views are represented on unexpected items should vote their proxies and may consider providing specific instructions where possible. The Board’s stated practice is to have the proxy holders follow Board recommendations if any are given; absent a recommendation, proxy holders will exercise discretion reflecting their view of shareholder interests.