Big Demands, Big Rewards

What Hawaii’s Top Execs Are Paid

December, 2010

Not everyone is suited to run a big Hawaii corporation or nonprofit. It usually takes decades of struggle to make it to the top, where the work is even more stressful, demanding and risky. But the pay can make it worthwhile: At least five Hawaii CEOs had total compensation of more than $1 million last year and the highest paid, W. Allen Doane, received a total of $2.8 million before he retired as chairman and CEO of Alexander & Baldwin.

Even board members of big corporations can earn hundreds of thousands of dollars a year for what appear to be part-time jobs, but are actually roles that require valuable knowledge and hard-to-acquire experience, and come with financial risks.

This article reports the compensation for CEOs and board members of 12 of Hawaii’s biggest organizations, as ranked by the Hawaii Business Top 250. The information is based on 2009 data from the U.S. Securities and Exchange Commission and the most recent filings of the IRS Form 990 (some companies use the calendar year; others have a different fiscal year).

Hawaii Business did not include speculative option awards or other change-in-pension values or deferred-compensation earnings in which values change from year to year and may significantly skew annual compensation figures. In years when the company’s stock price rises high, these awards can be worth millions; in other years, they can be worthless or pension values can actually decline.

HAWAIIAN ELECTRIC INDUSTRIES, INC. (No. 2 on the Top 250)

Jeffrey Watanabe
Chair
(also a director of HEI subsidiaries Hawaiian Electric Co. and American Savings Bank)

Fees earned or paid in cash:$345,000
Stock awards: $34,236
Other compensation.: $20,288*
Total: $399,524

* Under a program for American Savings Bank, a subsidiary of HEI, Watanabe and Gushman were eligible to receive preferential rate mortgage loans because they were ASB directors at the time the loans were granted. In 2009, Watanabe received $20,288 and Gushman received $62,869 in “other compensation,” which represents the difference between the market interest rate at the time of the original loan and the preferential interest-rate loans by ASB. The program has been discontinued.
Constance Lau
CEO
(also chair of HECO, chair/CEO of ASB)

Salary: $771,800
Stock awards: $921,483
Bonus: $0
(voluntarily waived payment of the 2009 bonus)
Nonequity incentive plan comp.: $338,106
Other compensation: $34,049
Total: $2,065,438

Richard Gushman II
Highest paid director
(also a director of ASB)

Fees earned or paid in cash: $74,000
Stock awards: $34,236
All other comp.: $62,869 *
Total: $171,105

(Where applicable, compensation reflects earnings from HEI, HECO and ASB boards)
Directors:
Don Carroll
Shirley Daniel
Adm. Thomas Fargo (ret.)
Richard Gushman II
Victor Li
A. Maurice Myers
Diane Plotts
James Scott
Kelvin Taketa
Barry Taniguchi

Breakdown of HEI non-employee directors’ annual retainer and meeting fees:
Nonexecutive chairman of the board: $250,000
Director: $40,000
Audit committee chair: $15,000
Compensation committee chair: $10,000
Nominating and corporate governance committee chair: $5,000

Committee meeting fees:
Audit committee – $1,250 per meeting after eight meetings
Nominating and corporate governance committee – $500 per meeting after six meetings
Compensation committee – $500 per meeting after six meetings.

All committees except the executive committee, which had no formal meetings, convened four times in 2009. Directors who serve on the boards and committees of ASB and HECO receive additional retainer and meeting fees.


 

ALEXANDER & BALDWIN, INC. (No. 4 on the Top 250)

W. Allen Doane
Chair
(succeeded by Walter A. Dods Jr. on Jan. 1, 2010)
(Directors who are employees of A&B or its subsidiaries do not receive compensation for their board service.)

W. Allen Doane
CEO
(succeeded by Stanley Kuriyama on Jan. 1, 2010)

Salary: $803,250
Stock awards: $1,749,750
Bonus: $0
Nonequity incentive plan comp.: $222,000
Other comp.: $22,770 1
Total: $2,797,770

1 “Other compensation” could be anything from an auto allowance to health/country club fees, travel reimbursement, parking, charitable contributions under the company’s matching gifts program, and other company perquisites.
Walter A. Dods Jr.
Highest paid director

Fees earned or paid in cash: $100,400
Stock awards: $100,007
Other comp.: $3,000
Total: $203,407
Directors:
W. Blake Baird
Michael Chun
Walter A. Dods Jr.
Charles King
Constance Lau
Douglas Pasquale
Maryanna Shaw
Jeffrey Watanabe

Breakdown of A&B’s nonemployee directors’ annual retainers and meeting fees:
Director: $33,000
Compensation and nominating committee chairs: $7,500
Audit committee chair: $12,000
Lead independent director: $20,000 (Most companies that have a chairman of the board who is also the CEO appoint a lead independent director.)
Board meeting fee: $1,500
Committee meeting fee: $1,500
All directors of A&B also served as directors of the company’s Matson subsidiary and received attendance fees of $1,200 per Matson board meeting.


 

HAWAIIAN AIRLINES, INC. (No. 5 on the Top 250)

Lawrence Hershfield
Board chair

Fees earned or paid in cash: $56,665
Stock awards: $145,700
Other compensation: $8,352
Total: $210,717
Mark Dunkerley
CEO

Salary: $580,000
Bonus: $0
Stock awards: $0
Nonequity incentive plan comp.: $1,160,000
Other compensation: $65,268 2
Total: $1,805,268

2 Amount includes $40,408 to Dunkerley’s 401(k) account, a car allowance of $12,000, travel reimbursements and miscellaneous personal benefits.
Randall Jenson
Highest paid director

Fees earned or paid in cash: $35,000
Stock awards: $36,864
Other compensation: $33,707 3
Total: $105,571

3 Represents personal travel expenses.
Directors:
Gregory Anderson
L. Todd Budge
Donald Carty
Randall Jenson
Sean Kim
Bert T. Kobayashi Jr.
Crystal Rose
William Swelbar
Duane Woerth

Dunkerley’s contract pays him a base salary of $580,000 a year. He is also entitled to an annual incentive of 100 percent of his salary for satisfactory performance or up to 200 percent if he meets targets established by the compensation committee. He got the 200 percent payment – which totaled $1,160,000.

Hawaiian says its compensation strategies are crucial to retaining key employees in the highly competitive airline industry.

Hawaiian Air’s nonemployee directors’ annual retainers and meeting fees:
Director: $35,000
Meeting fee: $1,000 ($500 for each meeting attended by telephone plus $500 for each meeting attended in excess of eight meetings, whether in person or by phone). The board held eight formal meetings in 2009.
Audit committee chair: $15,000
Compensation committee chair: $10,000
Governance and nominating committee chair: $2,000
Members of the audit committee and compensation committee receive an additional retainer of $5,000.
(Effective Jan. 1, 2010, each nonemployee director’s annual retainer fee will increase to $45,000 plus $1,500 for each board meeting attended in person.)


BANK OF HAWAII CORP. (No. 8 on the Top 250)

Allan Landon
Chair
(succeeded by Peter Ho on July 30, 2010)
(Landon did not receive compensation for serving on the board of directors.)

Allan Landon
CEO
(succeeded by Peter Ho on July 30, 2010)

Salary: $750,000
Bonus: $0
Nonequity incentive plan comp.: $540,000
Stock awards: $0
Other compensation: $78,723 1
Total: $1,368,723

1 Derived from retirement-plan contributions, profit-sharing funding or value-sharing funding.
Mary Bitterman
Highest paid director

Fees earned or paid in cash: $57,500
Stock awards: $0
Other compensation: $52,500 2
Total: $110,000

2 In 2009, each director was given the option of accepting a grant of restricted stock or an equivalent value in cash that would be used to purchase common stock of the company. Bitterman accepted $52,500 for equity.
Directors:
S. Haunani Apoliona
Mary Bitterman
Mark Burak
Michael Chun
Clinton Churchill
David Heenan
Robert Huret
Martin Stein
Donald Takaki
Barbara Tanabe
Robert W. Wo Jr.

Breakdown of BOH’s nonemployee directors’ annual retainers and meetings fees:
Director: $20,000
Lead independent director: $10,000
Compensation and audit committee chairs, and vice chair of executive committee: $5,000
Board meeting fee: $750
Compensation and executive committee meetings: $750
Audit committee meetings: $1,500
Chair of the audit committee: $2,000 per meeting


 

FIRST HAWAIIAN BANK (No. 9 on the Top 250)

Donald Horner
Chair/CEO

First Hawaiian Bank is a privately owned subsidiary of BancWest Corp. and, therefore, its executives’ and directors’ compensation information is not public information. FHB declined to provide annual compensation information for its officers and directors. However, several nonemployee FHB directors confirmed they are receiving retainer and meeting fees comparable to those of BOH directors.
Directors:
Robin Campaniano
Francois Dambrine
W. Allen Doane
Walter A. Dods Jr.
Julia Ann Frohlich
Michael Fujimoto
Paul Mullin Ganley
Robert Harrison
Warren Haruki
Robert Hiam
John Hoag
David Hulihee
Richard Kelley
Bert T. Kobayashi Jr.
Faye Watanabe Kurren
Dee Jay Mailer
Richard Mamiya
Fujio Matsuda
Leighton Mau
Wesley Park
J. Michael Shepherd
John Tsui
Allen Uyeda
Jenai Sullivan Wall
James Wo
Robert C. Wo


 

CENTRAL PACIFIC FINANCIAL CORP. (No. 22 on the Top 250; parent of Central Pacific Bank)

Ronald Migita
Chair
(succeeded by John Dean, executive chairman, on March 15, 2010)

Ronald Migita (retired)
CEO

Salary: $250,000
Bonus: $0
Stock awards: $112,500
Nonequity incentive plan: $75,000
Other compensation: $193,332 1
Total: $630,832

1 Other compensation includes $160,000 for serving as chairman of the board, $12,000 for automobile allowance and $6,140 in club dues
and other perquisites.
Earl Fry
Highest paid director

Fees earned or paid in cash: $63,667
Stock awards: $0
Other compensation: $0
Total: $63,667
Directors:
Crystal Rose
Earl Fry
Colbert Matsumoto
Maurice Yamasato
Richard Blangiardi
Christine Camp
B. Jeannie Hedberg
Paul Kosasa
Mike Sayama
Dwight Yoshimura
Dennis Hirota

Breakdown of CPF’s nonemployee directors’ annual retainers and meeting fees:

Directors: $8,000 for CPF directors (paid in stock options to better align the long-term interests of the board and shareholders) and $12,000 for CPB directors. All CPF directors were directors of CPB.
Audit committee chair: $12,000
Compensation committee chair: $8,000
Corporate governance and nominating committee chair: $8,000
Board meeting: $800
Committee meeting: $600

(Effective Jan. 1, 2010, CPF and CPB boards reduced annual fees 37.5 percent for nonemployee directors to $5,000 and $7,500, respectively. The chairman of the board fees were reduced from $160,000 to $100,000. Committee chairs’ fees were cut in half.)


 

HAWAIIAN TELCOM (No. 16 on the Top 250)

Walter A. Dods Jr.
Chair

Fees earned or paid in cash: $92,501
Stock awards: $0
Nonequity incentive plan comp.: $0
Other compensation.: $0
Total: $92,501 1

1 Dods received a retainer fee of $1 per year for serving as nonemployee chairman of the board. The remainder of his compensation was from numerous meeting fees during the company’s reorganization and bankruptcy proceedings.
Eric Yeaman
CEO

Salary: $673,846
Bonus: $0
Nonequity incentive plan comp: $623,981
Stock award: $0
Other compensation: $26,297
Total: $1,324,124
Alan Oshima
Highest paid director

Fees earned or paid in cash: $102,000
Stock awards: $0
Other compensation: $0
Total: $102,000

Directors:
James Attwood
Stephen Gray
Eric Yeaman
Alan Oshima

Breakdown of Hawaiian Telcom’s nonemployee directors’ annual retainer and meeting fees:
Directors: $50,000
Committee chair: $5,000
Board and committee meetings: $1,500 ($1,000 if attended by telephone)


 

KAMEHAMEHA SCHOOLS (No. 26 on the Top 250)

Nainoa Thompson 2
Board of trustees chair

Total comp.: $114,000

Dee Jay Mailer
CEO

Salary: $491,881
Other comp.: $57,004
Total: $548,885
J. Douglas Ing 2
Highest paid trustee

Total: $103,500

2 Information is from the latest available IRS Form 990, which reflects fiscal year 2008-09

Trustees as of October 2010:
Chair: Corbett Kalama
Micah Kane
J. Douglas Ing
Diane Plotts
Nainoa Thompson

Base retainer: $75,000
Meeting fee: $1,500 (maximum number of compensable meetings per year is 75, about six meetings per month)
Chairman of the board: $30,000

The Kamehameha Schools Trustee Compensation Committee hired Mercer LLC, a San Francisco-based consulting firm, to evaluate the factors relating to trustee compensation. Mercer concluded that the trustees are receiving appropriate compensation given their time commitments and responsibilities.


 

UNIVERSITY OF HAWAII (No. 3 on the Top 250; info as of October 2010)

M.R.C. Greenwood
President

Salary: $427,512

Board of Regents:
(Regents are not paid, but some expenses are covered)
Chair: Howard Karr
Dennis Hirota
Artemio Baxa
Carl Carlson Jr.
Michael Dahilig
Ramon de la Pena
Clifford Dias
Mark Fukunaga
Chuck Gee
James Haynes
John Holzman
James Lee
Eric Martinson
Teena Rasmussen
Matthew Williams


 

HAWAII MEDICAL SERVICE ASSOCIATION (No. 1 on the Top 250)

Lisa Sakamoto
Chair, as of oct. 2010

Robert Hiam
CEO 1

1 HMSA’s executive compensation information is not public information and the organization declined to provide annual compensation for its officers. Directors on this nonprofit’s board do not receive compensation.
Directors:
(Directors are not paid, but some expenses are covered)
Andrew Chang
Edwin Montell
Steve van Ribbink
Lorraine Akiba
Claire Asam
Gene Awakuni
Michael Chun
Paul Esaki
Kathleen Fujihara-Chong
Robert Harrison
Robert Hiam
Timothy Johns
Gary Kajiwara
Howard Karr
Whitney Limm
Della Lin
Allan Los Banos
Kathryn Matayoshi
Carla Nip-Sakamoto
Lisa Okimoto
Michael Savona
Michael Sia
Ronald Taketa
Luke Teruya
Roger Wall
Rev. Monsignor
Terrence Watanabe
Robert W. Wo


 

CHILD AND FAMILY SERVICE (No. 204 on Top 250 List)

Hoyt Zia 1
Chair

Howard Garval
CEO

CEO Salary: $189,768  1
Other comp.: $9,519
Total: $199,287

1 Information is from the latest available IRS Form 990, which reflects fiscal year 2008-09

Directors:
(Directors are not paid)
Anton Krucky
Christine Camp
Carol Ai May
Colleen Wong
Djuan Rivers
Dwight Kealoha
Earl Stoner
Gayle Marumoto
Gina Pohlabel
Joanie Shibuya
John Arizumi
Kathryn Acorda
Kathryn Inouye
Kyle Chock
Lori Ann Lum
Lynn McCror
Mark Yamakawa
Maurice Myers
Neal Yokota
Paul Higo
Rann Watumull
Robert Fujioka
Robert Lindsey
Shelley Thompson
Stanley Hong
Stephanie Ackerman
Stephen Macmillan
Steve Metter
Timothy Johns
Tim Schools
Lisa Parrish


 

HAWAII COMMUNITY FOUNDATION (No. 139 on Top 250 List)

Barry Taniguchi 1
Chair

Kelvin Taketa
CEO

CEO Salary: $279,931 1
Other comp.: $37,579
Total: $317,510

1 Information is from the latest available IRS Form 990, which reflects fiscal year 2008-09

Directors:
(Directors are not paid)
Claire Asam
Jean Cornuelle
Samuel Cooke
Laurie Ainslie
Micah Kane
Charlie King
Gary Caulfield
Maggie Cole
Cathy Luke
Anthony Guerrero Jr.
David Nakada
Richard Gushman II
Paul Kosasa
Dorothy Haynes
Eric Yeaman
Lawrence Johnson
Peter Ho
Jennifer Sabas
Lawrence Stupski


 

Inside the Boardroom

“In the old days, it was considered prestigious to be on boards and it was kind of a big honor,” says Walter A. Dods Jr., who, during his 50-year career, has served on more than 100 nonprofit boards and about 25 for-profit boards. “But after a couple of the major financial crises of the ’80s, ’90s and, more recently, that’s changed things.”

In the past, the board’s major role was to offer representation and advice to management, says Jeff Watanabe, the retired founder of the law firm of Watanabe Ing.

“Now, there’s a real need for people who can conduct oversight and that requires a whole different skill set.”

With those new responsibilities comes increased risk, says Watanabe, who has served on roughly 25 nonprofit and 25 for-profit boards throughout his career. “The exposure you have as a director of a public company is much higher today than it was even a few years ago.”

In the case of Enron, which was the biggest corporate bankruptcy in U.S. history at the time, 18 former directors agreed to a $168 million settlement of an investor lawsuit after the company collapsed in 2001.

“There’s huge risk involved and the responsibility of a director and especially the chairman is heavy,” Dods says.

Board members of publicly traded companies are not only responsible to shareholders who are concerned about their returns, they are also responsible to employees and the community, and each of the three constituencies has a different way of measuring the board’s value.

Generally speaking, Watanabe says, the dynamic between management and the board is much more collaborative, which increases efficiency.

 

Putting off 
their pay

Nonemployee directors at Bank of Hawaii – as well as most other publicly traded companies – can defer the payment of their annual retainers and meeting fees, or all of their annual retainers. Deferred amounts are generally payable soon after the director leaves the board. BOH directors David Heenan, Robert Huret, Donald Takaki and Barbara Tanabe elected to defer all their fees earned in 2009.

“Most times, it’s deferred because of taxes,” Watanabe says. “The reason is you want to be able to take income when your income tax rates are the lowest. So, if you’re in a high income-tax bracket today, but, 10 years from now, you’re going to retire and your income is going to go down, you want to move income that you would have had to pay taxes on today to 10 years from now.”

 

Paying for Top Talent

Most major companies hire an independent consultant to determine their executives’ and directors’ compensation based on compensation information from companies across the U.S. of similar size and makeup. Pay for performance, especially in tough economic times, is also becoming more important.

“The bottom line is, most shareholders don’t mind if you’re making money if they’re making money,” Watanabe says.

Depending on the company’s position and profitability, its compensation committee will determine executive pay. Most times, committee members try to set compensation in the 50th percentile of where other companies of their size and earnings are, Watanabe says.

“I think Hawaii boards are paid less (than Mainland boards) but, often times, it’s because they’re smaller,” Watanabe says. “But that shouldn’t be the only indicator, because we tend to have more publicly traded companies that are more complicated, partly because we have a small market.”

He says some boards pay more depending on the risk involved in becoming a board member, the complexity of the company, how much time is required and the board’s level of talent.

“You want to be sure compensation is competitive. If not, people will leave and we won’t get the most qualified people,” Watanabe says. “Is the pay adequate? You betcha. It’s hard to look at a person who’s getting paid $100,000 or $200,000 and say, ‘Gee, poor thing.’ But if you look at it on a broad scale, they’re probably slightly undercompensated compared to national standards.”

Watanabe, who is a self-described professional board member, says that at one point in his career, more than half of his total income came from board service. He is currently on the board of two publicly traded companies, five private companies and three nonprofits. He is not paid for the nonprofit service.

 

Choosing Directors

Finding the right people to serve on the boards of big companies isn’t as easy as it may seem, say Dods and Watanabe. And, because of the risks involved, they say, there are many reasons not to join boards.

Speaking from decades of experience, here are some of the qualities and traits two of Hawaii’s most prominent board chairs say they look for in a director:

Well-roundedness
Financial expertise
Community knowledge
Good judgment
Wisdom
Experience
Domain knowledge
Experience as CEOs
Strategic thinking
Strong communication skills

“Unfortunately, the company
that puts a person on a board for the first time is taking the biggest risk,” Watanabe explains. “That’s why a lot of times there tends to be the same people on different boards – because they’re known quantities and known qualities.”

Companies also look for people who are “collegial” – that is, they can disagree without being disagreeable, Watanabe says.

Dods’ advice for people who want to get noticed: Do good work on public-service boards because corporate boards are not necessarily a place for training.

In Hawaii, most people don’t apply to sit on boards for major companies; they’re invited. “But the real way to get younger people involved and revitalize the business community also has to do with the old guys making room for the younger guys,” Watanabe says.

“People on top need to move and make room for transition. That’s what leaders do. Then the young ones can show initiative and step up.”

 

More Than One or
 Two Boards

For some executives, serving on corporate and nonprofit boards is like having a part-time job. Many don’t just serve on one board. Here are three executives who are heavily invested in the community, their corporate and nonprofit affiliations, and the time they spend each month on board-related activities.

• Christine Camp, director, Central Pacific Financial, Child and Family Service, Hawaii Opera Theatre, Diamond Head Theatre, Kapolei Chamber of Commerce: 10 to 20 hours a month.

“I am very mindful not to over commit to outside board activities that would take too much time, focus and resources away from my core business operation, as I have a responsibility to my clients, investors and employees,” she says. Her board service also allows her to develop relationships with other professionals whom she might not otherwise meet, and to stay current on key issues.

• Barry Taniguchi, director, Hawaiian Electric Industries, Hawaiian Electric Co., American Savings Bank, Hawaii Employers Mutual Insurance Corp., Chamber of Commerce of Hawaii, Crown Prince Akihito Scholarship Fund, Hawaii Island Economic Development Board, The Food Basket Inc. (Hawaii Island Food Bank), Hawaii Community Foundation, Hilo Boarding School, Hilo High School Foundation, Lyman House Memorial Museum, Mauna Kea Management Board, Pacific Tsunami Museum, Public Schools of Hawaii Foundation, Tax Foundation of Hawaii, Waiakea High School Foundation.

“I really can’t tell you how many hours, but it takes up at least 30 percent of my time,” Taniguchi says. Most days, he works 10 to 12 hours, or more.

• Shelley Thompson, director, Hawaii Theatre Center, Hawaiian Humane Society, University of San Diego, Child and Family Service. Anywhere from 12 to 80-plus hours a month attending committee meetings, following up on action items, soliciting donations, selling sponsorships, and attending as many events as possible, including weekend activities.

Jeff Watanabe says because board service for publicly traded companies has become so demanding and consumes so much time, there are now unspoken limits on the number of boards on which individuals can sit.
“For instance, for a CEO of a public company, best practices say that person should not sit on more than two other boards.”

There is also debate on whether directors should have term limits.

“While it sounds real noble to keep turning over the board, you lose a lot of institutional knowledge that can be helpful to a company,” Walter A. Dods Jr. says. Instead, he believes directors should be evaluated every year to ensure they are performing.

Watanabe says that, while most boards have some sort of review process, he’d like to see it taken one step further by having mandatory peer reviews.
 

Chairman of the Board

On big corporations, the chairman of the board is the main liaison between management and the board of directors, and is the point person facilitating communication. Some companies will have an outside chairman and others will have a chairman who is also the CEO, in which case, the board will normally elect a lead director.

“Some believe the job of the chairman of the board and CEO should be split, but it depends on the executive’s experience level, and every company is different,” Walter A. Dods Jr. says. “I’ve seen the model work successfully both ways.”

Jeff Watanabe thinks it’s better to separate the CEO’s and chairman’s responsibilities because that limits one person’s power.

The chairman also leads the board in determining the company’s direction. “Management will make recommendations, but the board of directors has the ultimate responsibility to approve policy, direction and provide the oversight,” Dods says. Another major responsibility of the board is succession planning, especially for the CEO.

 

Interlocking Boards

Jeff Watanabe
HEI, A&B

Diane Plotts
HEI, Kamehameha Schools

Kelvin Taketa
HEI, Hawaii Community Foundation

Barry Taniguchi
HEI, Hawaii Community Foundation

Constance Lau
HEI, A&B

Allen Doane
A&B, FHB

Michael Chun
A&B, BOH, president of Kamehameha

Walter A. Dods Jr.
A&B, Hawaiian Telcom, FHB

Bert T. Kobayashi
Hawaiian Air, FHB

Crystal Rose
Hawaiian Air, Central Pacific

Robert W. Wo Jr.
BOH, HMSA

Christine Camp
Central Pacific, Child & Family Service

Paul Kosasa
Central Pacific, Hawaii Community Foundation

Eric Yeaman
Hawaiian Telcom, Hawaii Community Foundation

Robert Hiam
HMSA, FHB

Dee Jay Mailer
FHB, Kamehameha Schools

Claire Asam
HMSA, Hawaii Community Foundation

Robert Harrison
HMSA, FHB

Timothy Johns
HMSA, Child and Family Service

Howard Karr
UH, HMSA

 

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