First Hawaiian, Inc DEF 14A, filed Mar 14, 2024

About this DEF 14A

First Hawaiian, Inc. (FHB)

DEF 14A 2024-03-14 For: 2024-04-24

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Added on June 12, 2026

Audit Committee

Compensation Committee

The Audit Committee is responsible for overseeing:

•

risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting);

•

the Company’s compliance with legal and regulatory requirements; and

•

the performance of the Company’s internal audit function.

The Compensation Committee has primary responsibility for overseeing risks and exposures associated with our compensation policies, plans and practices regarding both executive compensation and the compensation structure generally.

Our Compensation Committee, in conjunction with our Chief Executive Officer, Chief Human Resources Officer and Chief Risk Officer and other members of our management as appropriate, as well as an independent compensation consulting firm, reviews our incentive compensation arrangements to ensure these arrangements are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees.

Corporate Governance
and Nominating Committee

Risk Committee

The Corporate Governance and Nominating Committee oversees:

•

risks associated with the independence of our Board.

•

Board and committee composition and functioning

The Risk Committee of our Board:

•

oversees our enterprise-wide risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face;

•

reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by our Board; and

•

reviews and receives regular briefings concerning the Company’s information security and technology risks, including discussions of the Company’s information security and cybersecurity risk management programs.

First Hawaiian, Inc filed this DEF 14A on March 14, 2024.

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				PROXY STATEMENT
	1			PROXY STATEMENT SUMMARY
	15			CORPORATE GOVERNANCE AND BOARD MATTERS
	15			PROPOSAL 1—ELECTION OF DIRECTORS
	16			DIRECTOR NOMINEES
	25			BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
	25			Meetings
	25			Director Independence
	26			Board Leadership Structure and Qualifications
	26			Director Nomination Process
	28			Committees of Our Board of Directors
	31			Compensation Committee Interlocks and Insider Participation
	33			Board Oversight of Risk Management
	35			Director Education
	35			Corporate Governance Guidelines and Code of Conduct and Ethics
	35			Stockholder Communications with the Board of Directors
	36			2023 Director Compensation
	37			Stock Ownership Guidelines for Non-Employee Directors
	38			EXECUTIVE COMPENSATION
	38			PROPOSAL 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
	40			COMPENSATION DISCUSSION AND ANALYSIS
	40			Named Executive Officers
	41			2023 Business Performance
	42			Capital Highlights
	42			2023 Compensation Summary
	43			Our Compensation Philosophy
	45			2023 Compensation Framework
	45			Compensation Governance Practices
	46			Compensation Governance Process
	47			Benchmarking Compensation
	49			2023 CEO Compensation
	49			2023 Stockholder Outreach
	51			Key Components of Compensation
	57			Employment Agreements, Offer Letters and Severance Payments
	59			Other Benefits and Retirement Plans
	61			Compensation Risk Management and Governance Policies
	62			Deductibility of Executive Compensation

	62			Assessing Risk in Our Compensation Programs
	63			Change in CEO Pension Value in the Summary Compensation Table
	63			COMPENSATION COMMITTEE REPORT
	64			EXECUTIVE COMPENSATION TABLES
	64			Summary Compensation Table
	66			2023 Grants of Plan-Based Awards
	67			Outstanding Equity Awards at 2023 Fiscal Year End
	68			2023 Stock Vested
	69			2023 Pension Benefits
	69			2023 Nonqualified Deferred Compensation
	70			Potential Payments upon Termination or Change in Control
	73			Pay Ratio Disclosure
	74			Pay Versus Performance Disclosure
	79			PROPOSAL 3―ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
	80			AUDIT MATTERS
	80			PROPOSAL 4―RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	81			AUDIT COMMITTEE REPORT
	82			PRINCIPAL ACCOUNTANT FEES
	82			PREAPPROVAL POLICIES AND PROCEDURES
	83			BIOGRAPHIES OF EXECUTIVE OFFICERS
	87			STOCK OWNERSHIP
	87			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
	89			Delinquent Section 16(a) Reports
	89			Business Relationships and Related Party Transactions Policy
	90			FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
	96			OTHER BUSINESS
	96			STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING
	97			DISTRIBUTION OF CERTAIN DOCUMENTS
	97			STATEMENT REGARDING THE DELIVERY OF A SINGLE SET OF MATERIALS TO HOUSEHOLDS WITH MULTIPLE STOCKHOLDERS
	98			INFORMATION NOT INCORPORATED BY REFERENCE
	98			FORWARD-LOOKING STATEMENTS
	A-1			ANNEX A—NON-GAAP RECONCILIATION

	WHEN				RECORD DATE				ACCESS
	Wednesday, April 24, 2024, 8:00 a.m., Hawaii Standard Time				March 1, 2024				Via webcast at https://web.lumiagm.com/224987645; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 24, 2024. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2024 (case sensitive). Once admitted to the meeting platform, you may submit questions and/or vote during the Annual Meeting by following the instructions that will be available on the meeting website. There will not be a physical meeting in Hawaii or anywhere else.

Proposal		Board Voting Recommendation		See Page
1.	The election to our Board of Directors of the nine nominees named in the attached Proxy Statement to serve until the 2025 Annual Meeting of Stockholders		FOR each director nominee	15
2.	An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement		FOR	38
3.	An advisory vote on the frequency of future votes on the compensation of our named executive officers		EVERY YEAR	79
4.	The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR	80


BY TELEPHONE	BY INTERNET	BY MAIL
Registered holders may call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries.	Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet. During the Annual Meeting, visit our Annual Meeting website at https://web.lumiagm.com/224987645.	Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope.

12.39%	$132.6M	$0


Common Equity Tier 1 capital ratio at December 31, 2023	In dividend payments; maintained quarterly dividend at $0.26 per share	No common stock repurchased during 2023

					Committees
Director Nominee and Principal Occupation		Age	Director since(1)	Independent	Public Boards	Audit	Compensation	Corporate Governance & Nominating	Risk
	Robert S. Harrison Chairman of the Board, President and Chief Executive Officer, First Hawaiian	63	2016		1
	Michael K. Fujimoto Retired Chairman Emeritus, Hawaii Planing Mill, Ltd. dba HPM Building Supply	71	2022		1
	Faye W. Kurren Retired President and Chief Executive Officer, Hawaii Dental Service	73	2018		1
	James S. Moffatt Retired Vice Chairman and Global CEO, Deloitte Consulting	65	2021		2
	Mark M. Mugiishi President and Chief Executive Officer, Hawaii Medical Service Association	64	2022		1
	Kelly A. Thompson Retired Senior Vice President, Chief Operating Officer, Samsclub.com, a Walmart, Inc. subsidiary	54	2021		1
	Allen B. Uyeda Retired Chief Executive Officer, First Insurance Company of Hawaii, Ltd.	74	2016		1
	Vanessa L. Washington Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West	64	2020		1
	C. Scott Wo Owner/Executive Team, C.S. Wo & Sons, Ltd; Partner/Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City	58	2018		1
Meetings in 2023 Board―9						5	9	3	5

	Board Diversity Matrix (as of March 14, 2024)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	6	—	—
Part II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	4	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	2	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

	Accountability to Stockholders				Proportionate and Appropriate Stockholder Voting Rights				Regular and Proactive Stockholder Engagement
	All directors are elected annually Eligible stockholders may include their director nominees in our proxy materials Majority voting standard for director elections Annual say-on-pay advisory vote Policy against pledging Company stock Mandatory retirement age for directors				First Hawaiian has one outstanding class of voting stock. We believe in a “one share, one vote” standard We do not have a “poison pill” No supermajority voting requirements in Certificate of Incorporation or Bylaws				Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results We engage on governance, compensation, human capital management and sustainability matters with our largest stockholders’ governance teams

	Independent Board Leadership Structure				Effective Board Policies and Practices				Management Incentives that are Aligned with the Long-Term Strategy of the Company
	The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate All members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent of the Company and its management Our Corporate Governance Guidelines call for the designation of an independent lead director when the Board chair is not independent Executive sessions of independent directors are held at the Board and committee levels				Our Corporate Governance Guidelines require a majority of our directors to be independent (currently eight of nine director nominees are independent) Our Board is composed of accomplished professionals with experience, skills and knowledge relevant to our business, resulting in a high-functioning and engaged Board (a matrix of relevant skills is presented above on page 7) Each standing committee has a charter that is publicly available on our website and that meets applicable legal requirements and reflects good governance The Company has a Code of Conduct and Ethics that is applicable to all employees and directors of the Company and is available on our website We conduct annual reviews of director skill sets and experience together with annual board and committee performance reviews Our directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for these activities				We require robust stock ownership for directors (5x annual cash retainer), CEO (6x base salary) and other NEOs (2x base salary) The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies Our compensation philosophy and practices are focused on using management incentive compensation programs to achieve the Company’s short- and long-term goals, creating long-term stockholder value We maintain robust compensation clawback policies

	Board of Directors (Oversight)
	• Strategic Plan, including ESG-specific objectives • Annual budget, including ESG-related investments and expenditures • Corporate culture oversight

		• Forbes America’s Best Banks				• Hawaii Business magazine Hawai’i’s Best Places to Work
		• Forbes Best Banks in the World				• Newsweek Best Big Bank in Hawai’i
		• SBA 504 Loan Program Lender of the Year in Category 1				• Small Business Administration (SBA) Lender of the Year in Category 1


2,625	20,000+	866 lbs office paper 325 lbs glass and bottles


Pounds of e-waste collected and properly disposed of	Online learning courses accessible to employees through our Online Learning Center and LinkedIn Learning	Monthly average recycling collection

	Practices We Employ				Practices We Avoid
	Substantial portion of pay in the form of variable, performance-based awards 60% of long-term incentives in performance-based awards 56% of CEO’s 2023 compensation was performance-based Stock ownership guidelines for our executives and non-employee directors Engage with stockholders on governance and compensation Double-trigger vesting for executive change-in-control payments Clawback policies that apply to cash and equity compensation Independent compensation consultant and independent Board Compensation Committee Annual risk assessment of compensation policies and program design Annual evaluation of our peer group to ensure ongoing relevance of each peer member Strong risk and control policies and consideration of risk management factors in making compensation decisions				Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited No gross-up of severance payments or benefits for excise taxes No dividends paid on unearned performance units or shares No discounting, reloading or repricing of stock options without stockholder approval No automatic share replenishment (evergreen) provisions in any share-based plans No single-trigger vesting of equity-based awards held by executives upon change in control No new benefit accruals under executive pensions No multi-year compensation guarantees that could incentivize imprudent risk-taking

Name	Age(1)		Tenure		Independent(2)	Position
Robert S. Harrison		63		2016		Chairman of the Board, President and CEO
Michael K. Fujimoto		71		2022		Director
Faye W. Kurren		73		2018		Director
James S. Moffatt		65		2021		Director
Mark M. Mugiishi		64		2022		Director
Kelly A. Thompson		54		2021		Director
Allen B. Uyeda		74		2016		Lead Independent Director
Vanessa L. Washington		64		2020		Director
C. Scott Wo		58		2018		Director

COMMITTEES • Audit • Risk	Michael K. Fujimoto	Age 71 Independent Director since 2022

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2022 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (1998 to present) HAWAII PLANING MILL, LTD. dba HPM BUILDING SUPPLY, a building supply company headquartered in Keaau, Hawaii with locations throughout Hawaii • Retired Chairman Emeritus (2024 to present) • Member, Compensation Committee and Audit Committee • Executive Chairman (2018 to 2023) • President and Chief Executive Officer (1992 to 2018) OTHER ENGAGEMENTS • Trustee, Parker Ranch Foundation Trust • Chairman of the Board and Member of the Audit and Governance Committees, Parker Ranch Inc. • Trustee and Chairman, HPM Building Supply Foundation	EDUCATION • M.B.A., University of California, Berkeley • Bachelor of Arts and Masters of Arts in Economics, University of Massachusetts, Amherst QUALIFICATIONS • As the Executive Chairman and the former President and Chief Executive Officer of a multi-generational, locally owned business, Mr. Fujimoto brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience. • Mr. Fujimoto’s experience providing supplies to the building industry has provided him with significant contacts and expertise in the building industry, a key industry served by First Hawaiian. • As a resident of the Big Island, Mr. Fujimoto provides the Board with insights into the views of the residents of the Hawaiian Islands other than Oahu, an important part of the Bank’s market area.

				Robert S. Harrison			Age 63 Chairman of the Board since 2016

				BACKGROUND FIRST HAWAIIAN, INC. • Chairman and Chief Executive Officer (2016 to present) • President (August 2019 to present) FIRST HAWAIIAN BANK • Chairman and Chief Executive Officer (January 2012 to present) • President (December 2009 to June 2015 and August 2019 to present) • Chief Operating Officer (December 2009 to January 2012) • Vice Chairman (2007 to 2009) • Chief Risk Officer (2006 to 2009) • Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 35 years of experience in the financial services industry in Hawaii and on the U.S. mainland BANCWEST CORPORATION (“BancWest”) • Vice Chairman (2010 to 2019) OTHER PUBLIC COMPANY DIRECTORSHIPS • Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development (2012 to 2020)			OTHER ENGAGEMENTS • Current Chairman, Hawaii Medical Service Association, the Blue Cross/Blue Shield affiliate in Hawaii • Current member of the Board, Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii • Current member of the Board, Hawaii Community Foundation • Current member of the Board, Hawaii Bankers Association • Current member of the Executive Committee of the Board, Hawaii Business Roundtable • Current member of the Board, Maryknoll Foundation • Current Chairman, Mid-Size Bank Coalition of America • Member, Federal Advisory Council to the Board of Governors of the Federal Reserve System EDUCATION • M.B.A., Cornell University • Bachelor’s degree in Applied Mathematics, University of California, Los Angeles QUALIFICATIONS • Mr. Harrison’s qualifications to serve on the Board include his operating, management and leadership experience as First Hawaiian Bank’s Chairman, President and Chief Executive Officer, as well as his prior experience as First Hawaiian Bank’s Chief Operating Officer and as its Chief Risk Officer. • Mr. Harrison has extensive knowledge of, and has made significant contributions to, the growth of First Hawaiian and First Hawaiian Bank. • Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial services industry generally and in Hawaii in particular.

COMMITTEES • Audit • Compensation	Faye W. Kurren	Age 73 Independent Director since 2018

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2018 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2005 to present) • Currently serves on the Senior Trust Committee of the Board of Directors of the Bank HAWAII DENTAL SERVICE, a Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in Hawaii • President and Chief Executive Officer (2003 to 2014, upon retirement) TESORO HAWAII, LLC, a former subsidiary of Marathon Petroleum (f/k/a Tesoro Corporation and Andeavor) • President (1998 to 2003) OTHER ENGAGEMENTS • Director, First Insurance Company of Hawaii • Past Chairperson of the Hawaii State Commission on the Status of Women • Past Chairperson, University of Hawaii Foundation • Past Chairperson, Hawaii State Chapter of the American Red Cross	EDUCATION • J.D., University of Hawaii • Masters of Arts in Sociology, University of Chicago • Bachelor of Arts in Sociology, Stanford University QUALIFICATIONS • Ms. Kurren’s experience as the president and chief executive officer of a major, local healthcare insurance company provides her with extensive experience in an important local industry and provides the Board with expertise in management and corporate governance matters. • In addition, having served as the president of the subsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as one of four audit committee financial experts serving on the Audit Committee.

COMMITTEES • Risk • Corporate Governance and Nominating	James S. Moffatt	Age 65 Independent Director since 2021

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) DELOITTE CONSULTING, a leading international consulting business • Vice Chairman, global consulting business (2018, upon retirement) • Chief Executive Officer, global consulting business (2015-2017) • Chairman and Chief Executive Officer, US consulting business (2011-2015) OTHER ENGAGEMENTS • Current director of Optiv, a cybersecurity solutions integrator • Current director of Icertis, a contract lifecycle management company • Current director of AmplifAI, a cloud-based software company leveraging artificial intelligence to improve sales and service • Current director of Henry Schein One, LLC, a software and services company for the dental industry • Current director of Ness Digital Engineering, a digital engineering firm offering digital advisory through scaled engineering services • Advisor to various private equity and venture capital investment firms and an advisor to, or on the advisory board of, a number of their portfolio companies • Director of Digital Transformation Opportunities Corp., a publicly traded blank check company formed for the purpose of effecting a merger, stock exchange, asset purchase or other transaction with one or more businesses, from 2021 to 2023	EDUCATION • M.B.A., UCLA Anderson School of Management • Bachelor’s degree, University of California, San Diego • Graduate of the Directors’ Consortium at Stanford University Graduate School of Business • Graduate of the Master Class of the National Association of Corporate Directors QUALIFICATIONS • Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience. • Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board. • Mr. Moffatt also provides the Board with audit and finance skills.

COMMITTEES • Risk	Mark M. Mugiishi	Age 64 Independent Director since 2022

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2022 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2022 to present) HAWAII MEDICAL SERVICE ASSOCIATION, a Hawaii medical insurer and independent licensee of the Blue Cross and Blue Shield Association • President and Chief Executive Officer (2020-present) • Interim President and Chief Executive Officer (2019-2020) • Executive Vice President and Chief Health Officer (2017-2019) • Executive Vice President, Chief Medical Officer and Chief Health Officer (2015-2017) ENDOSCOPY INSTITUTE OF HAWAII • Co-Founder EYE SURGERY CENTER OF HAWAII • Co-Founder OTHER ENGAGEMENTS • Medical Director, Hawaii Technology Accelerators • General Surgeon for over 30 years • Associate Chair, Department of Surgery and Director of Surgical Education, University of Hawaii Medical School • Iolani School, Board Chair • BlueCross BlueShield Association, Board member • Ignite Coalition, BlueCross BlueShield, Board Chair • Blood Bank of Hawaii, Board member • Hawaii Cancer Consortium, Board member • Hawaii Business Roundtable, Board member • HMSA Foundation, Board member	EDUCATION • M.D. degree, Northwestern University Feinberg School of Medicine • Bachelor of Science, degree in Medicine, Northwestern University Honors program QUALIFICATIONS • Dr. Mugiishi’s experience as the president and chief executive officer of a major, local healthcare insurance company provides him with extensive experience in an important local business and in a regulated industry, provides him with a wealth of experience in management, business, and finance. • Dr. Mugiishi’s role as president and chief executive officer Blue Cross Blue Shield Association’s Hawaii health insurance independent licensee gives him exposure to national issues that give him a broad perspective that he can bring to his role with First Hawaiian. • As a lifelong Hawaii resident and prominent Hawaii healthcare practitioner, Dr. Mugiishi has developed extensive local contacts and knowledge of our core market area.

COMMITTEES • Risk • Compensation	Kelly A. Thompson	Age 54 Independent Director since 2021

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) WALMART, INC., a national retailer • Senior Vice President and Chief Operating Officer of Samsclub.com, a Walmart, Inc. subsidiary, and member of Sam’s Club Leadership Committee, responsible for e-commerce merchandising, business intelligence, marketing, supply chain and business operations (2017-2019, upon retirement) • Senior Vice President, Global Category Development, Global eCommerce (2015-2017) • Increasing levels of responsibility concluding as Senior Vice President, Merchandising, Planning and Marketplace for Walmart.com (2007-2014) GAP, INC. • Various merchandising leadership roles (1997-2007) OTHER ENGAGEMENTS • Current Director of a.k.a. Brands Holding Corp., a publicly traded direct-to-consumer fashion brands company based in San Francisco, California • Director of Turtle Beach Corporation, a publicly traded global gaming accessory company in White Plains, New York, from 2019 to 2022	EDUCATION • Bachelor of Science degree in Biology, University of California, San Diego • Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute QUALIFICATIONS • Ms. Thompson’s experience as the leader of the e-commerce division of SamsClub.com provides her with extensive knowledge and valuable experience with respect to the digital customer experience. • Ms. Thompson also brings to the Board insights into online sales and marketing through her diverse retail experience with SamsClub.com, Walmart, Inc. and Gap, Inc. • As the leader of a complex retail platform, Ms. Thompson provides the Board with substantial leadership and management skills.

LEAD INDEPENDENT DIRECTOR COMMITTEES • Compensation • Corporate Governance and Nominating	Allen B. Uyeda	Age 74 Independent Director since 2016

	BACKGROUND FIRST HAWAIIAN, INC. • Lead Independent Director • Member of the Board of Directors (2016 to present) FIRST HAWAIIAN BANK • Lead Independent Director • Member of the Board of Directors (2001 to present) BANCWEST • Member of the Board of Directors and Member of the Risk Committee (2012 to January 2019) FIRST INSURANCE COMPANY OF HAWAII, a Honolulu-based property and casualty insurance company that, during the course of Mr. Uyeda’s leadership, became a subsidiary of Tokio Marine Holdings, Inc., a multinational insurance holding company listed on the Tokyo Stock Exchange • Chief Executive Officer (1995 to 2014, upon retirement) CONTINENTAL INSURANCE COMPANY, prior to its acquisition by CNA Financial Corporation, a public unified holding company for insurance entities • Vice President and Chief Financial Officer of the Agency and Brokerage Group INTERNATIONAL PAPER, a public company with interests in paper-based packaging, paper and pulp industries • Management and financial analyst experience JOHNSON CONTROLS, INC., a public company that provides batteries and builds efficiency services • Project Management and engineering experience	EDUCATION • M.B.A., the Wharton School at the University of Pennsylvania • Bachelor’s degree in Electrical Engineering, Princeton University • Holder of National Association of Corporate Directors Certification • Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute QUALIFICATIONS • Mr. Uyeda brings to the First Hawaiian Board extensive knowledge of Hawaii and experience in supervising and performing company financial functions. • Mr. Uyeda’s experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board.

COMMITTEES • Compensation • Corporate Governance and Nominating	Vanessa L. Washington	Age 64 Independent Director since 2020

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2020 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (October 2020 to present) BANK OF THE WEST, San Francisco, California • Senior Executive Vice President, General Counsel and Corporate Secretary (2006 to October 2020, upon retirement). Served in various capacities, including executive responsible for Information and Physical Security, Compliance and Corporate Social Responsibility. CATELLUS DEVELOPMENT CORPORATION, a publicly traded REIT, San Francisco, California • General Counsel (2001 to 2005). Also responsible for Human Resources, Compliance and Environmental Groups CALIFORNIA FEDERAL BANK, San Francisco, California • Senior Vice President, Associate General Counsel and Secretary (1992 to 2001); responsible for corporate, securities and real estate legal services	OTHER ENGAGEMENTS • Current Director and Member of the Nominating & Governance and Compensation & Human Capital Committees of the Board of Directors of CSAA Insurance Exchange • Current Director, Chair of the Audit Committee and a Member of the Executive and Compensation Committees of the Board of Directors, Habitat for Humanity of the Greater Bay Area EDUCATION • J.D., University of California Berkeley School of Law • Bachelor’s degree, University of North Carolina, Chapel Hill QUALIFICATIONS • Ms. Washington’s over 20 years of banking industry experience, including 16 years in a senior position with a major US banking subsidiary of one of the largest banking organizations in the world, as well as her service with a publicly traded corporation, provide her with valuable insights and perspective on a number of areas relevant to First Hawaiian.

COMMITTEES • Audit • Risk	C. Scott Wo	Age 58 Independent Director since 2018

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2018 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2014 to present) C.S. WO & SONS, LTD., his family’s home furnishings enterprise founded in 1909 • Owner (1981 to present) KUNIA COUNTRY FARMS, one of the largest aquaponics farms in the State of Hawaii • Partner/Manager (2010 to present) COLUMBIA BUSINESS SCHOOL, New York City • Adjunct Professor of Management (2018 to present) OTHER ENGAGEMENTS • Current Finance Committee Chair, Takitani Foundation • Current member of the Advisory Board, American Red Cross, Hawaii State Chapter	EDUCATION • Ph.D. in Finance, the Anderson School at UCLA • M.B.A., Columbia Business School at Columbia University • Bachelor of Science in Economics, the Wharton School at the University of Pennsylvania QUALIFICATIONS • Dr. Wo brings entrepreneurial and business-building skills and experience to First Hawaiian through his experience as an owner of a large local furniture business. • In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Dr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees.

	Chief Executive Officer and President and Chairman of the Board
				Robert S. Harrison

MEMBERS • C. Scott Wo • Michael K. Fujimoto • Faye W. Kurren All members of the Audit Committee are independent under NASDAQ listing standards. All members of the Audit Committee are “audit committee financial experts.” CHARTER The Audit Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Audit Committee	Meetings in 2023: 5
	OVERVIEW The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of: • the audits of our financial statements and financial reporting processes; • our compliance with legal and regulatory requirements; • the appointment, dismissal, compensation, qualifications and independence of our independent auditors; • the performance of our internal audit function and independent auditors; • our systems of disclosure controls and procedures, as well as our internal controls over financial reporting; and • our compliance with our ethical standards.
	KEY RESPONSIBILITIES • Appoints, oversees and determines the compensation of our independent auditors; • Reviews and discusses our financial statements and the scope of our annual audit to be conducted by our independent auditors and approves all audit fees; • Reviews and discusses our financial reporting activities, including our annual report, and the accounting standards and principles followed in connection with those activities, and prepares our Audit Committee Report; • Pre-approves audit and non-audit services provided by our independent auditors; • Meets with management and our independent auditors to review and discuss our financial statements and financial disclosure; • Establishes and oversees procedures for the treatment of complaints regarding accounting and auditing matters; • Reviews the scope and staffing of our internal audit function and our disclosure and internal controls; and • Monitors our legal, ethical and regulatory compliance.
	QUALIFICATIONS Pursuant to the Audit Committee’s charter, the Audit Committee must: • consist of at least three members, all of whom are required to be “independent” under the listing standards of NASDAQ and meet the requirements of Rule 10A-3 of the Exchange Act; and • include at least one “audit committee financial expert.”
	AUDIT COMMITTEE REPORT The Audit Committee Report is on pages 81-82 of this proxy statement.

MEMBERS • Vanessa L. Washington • Faye W. Kurren • Kelly A. Thompson • Allen B. Uyeda All members of the Compensation Committee are independent under NASDAQ listing standards. CHARTER The Compensation Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Compensation Committee	Meetings in 2023: 9 Meetings to date in 2024: 3
	OVERVIEW The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors.
	KEY RESPONSIBILITIES • Reviews and approves our compensation programs and incentive plans, including those for our executive officers; • Reviews our overall compensation philosophy; • Prepares our Compensation Committee report, reviews and discusses with management our compensation discussion and analysis and recommends its inclusion in our annual proxy statement or report; • Reviews and approves director compensation and recommends to the Board any changes thereto; • Reviews our human resources strategies and programs • Reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer; and • Oversees, in consultation with management, regulatory compliance with respect to compensation matters.
	QUALIFICATIONS Pursuant to the Compensation Committee’s charter and NASDAQ listing standards, the Compensation Committee must: • consist of at least two members, and, • except under exceptional and limited circumstances, must consist solely of independent directors.
	COMPENSATION COMMITTEE REPORT The Compensation Committee Report is on page 63 of this proxy statement.

MEMBERS • Allen B. Uyeda • James S. Moffatt • Vanessa L. Washington All members of the Corporate Governance and Nominating Committee are independent under NASDAQ listing standards. CHARTER The Corporate Governance and Nominating Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Corporate Governance and Nominating Committee	Meetings in 2023: 3
	OVERVIEW The Corporate Governance and Nominating Committee is responsible for: • ensuring an effective and efficient system of corporate governance by clarifying the roles of our Board and its committees; • identifying, evaluating and recommending to our Board candidates for directorships; • reviewing and making recommendations with respect to the size and composition of our Board, including in respect of the characteristics, skills, experience and diversity of our Board; • reviewing and overseeing our corporate governance guidelines and for making recommendations to our Board concerning governance matters; • reviewing our oversight practices and initiatives with respect to environmental, social and governance matters; and • overseeing our engagement with stockholders concerning corporate governance matters and related governance disclosures.
	KEY RESPONSIBILITIES • Identifies individuals qualified to be directors consistent with our corporate governance guidelines and evaluates and recommends director nominees for approval by our Board; • Reviews Board committee assignments and makes recommendations to our Board concerning the structure and membership of Board committees; • Annually reviews our corporate governance guidelines and recommends any changes to our Board; and • Assists management with the preparation of the disclosure in our annual proxy statement regarding director independence and the operations of the Corporate Governance and Nominating Committee; • Reviews our oversight practices and initiatives with respect to environmental, social and governance matters; and • Oversees our annual stockholder engagement in connection with corporate governance matters and related governance disclosures.
	QUALIFICATIONS Pursuant to the Corporate Governance and Nominating Committee’s charter, the Corporate Governance and Nominating Committee must consist of at least three members, all of whom are independent under NASDAQ listing standards.

MEMBERS • James S. Moffatt • Michael K. Fujimoto • Mark M. Mugiishi • Kelly A. Thompson • C. Scott Wo All members of the Risk Committee are independent under NASDAQ listing standards. CHARTER The Risk Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Risk Committee	Meetings in 2023: 5
	OVERVIEW The Risk Committee assists the Board in fulfilling its responsibilities for oversight of our enterprise-wide risk management framework, including reviewing our overall risk appetite, risk management strategy and policies and practices established by management to identify and manage the risks we face.
	KEY RESPONSIBILITIES • Reviews and approves our risk management framework, including a clearly articulated risk appetite statement; • Oversees significant credit policies and reviews and approves major changes to them; • Oversees significant policies and practices governing the management of market risk; • Annually approves the acceptable level of liquidity risk that we may assume in connection with our operating strategies; • Reviews consolidated reports on operational risk, including, to the extent available, key risk indicators; • Provides oversight responsibility and accountability for capital planning, and oversees and approves significant capital policies; • Reviews and approves the policies and procedures for stress testing processes; and • Evaluates and discusses summary information about stress test results to ensure that the stress tests are consistent with our risk appetite and overall business strategy.
	QUALIFICATIONS Pursuant to the Risk Committee’s charter, the Risk Committee must: • consist of at least three members, a majority of whom must not currently be employees at the Company or the Bank.

	Board of Directors
	Our Board is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face. Our Board exercises oversight directly and through its committees, as further described below.

	Senior Management
	Our senior management is responsible for: • implementing and reporting to our Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis; and • creating and recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
W. Allen Doane		37,333		—		50,347		87,680
Michael K. Fujimoto		90,000		69,990		1,347		161,337
Faye W. Kurren		90,000		69,990		7,347		167,337
James S. Moffatt		98,000		69,990		1,347		169,337
Mark M. Mugiishi		75,000		69,990		1,347		146,337
Kelly A. Thompson		85,000		69,990		1,347		156,337
Allen B. Uyeda		134,000		69,990		1,347		205,337
Vanessa L. Washington		103,000		69,990		1,347		174,337
C. Scott Wo		114,667		69,990		1,347		186,004

Non-Employee Director Service	Annual Cash Retainer ($)			Annual Equity Compensation Grant Value ($)			Attendance Fee ($)
Board member		$	65,000		$	70,000		$
Supplemental Cash Retainers:
Chair of the Audit Committee			24,000
Member of the Audit Committee			15,000
Chair of the Compensation and Risk Committees			20,000
Member of the Compensation and Risk Committees			10,000
Chair of the Corporate Governance and Nominating Committee			16,000
Member of the Corporate Governance and Nominating Committee			8,000
Lead Independent Director			35,000
Additional attendance fee:
Attendance at any meeting of any other committee that may be constituted from time to time, including a committee of the Bank’s board of directors									1,500

	Position			Stock Ownership Requirement						Compliance Period
	Non-employee directors						5x annual cash retainer			The later of five years from joining the Board or October 20, 2026.