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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Bank of Hawaii Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

Bank of Hawaii Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:


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Your VOTE is important!


Notice of 2018

2024

Annual Meeting of Shareholders

and Proxy Statement



Meeting Date: April 27, 2018



26, 2024

Bank of HawaiiHawai‘i Corporation

130 Merchant Street

Honolulu, HawaiiHawai‘i 96813



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Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813



LETTER FROM OUR CHAIRMAN, CEO, AND PRESIDENT

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March 16, 2018

15, 2024

Dear Shareholder:

The 20182024 Annual Meeting of Shareholders of Bank of HawaiiHawai‘i Corporation will be held via live webcast on Friday, April 27, 201826, 2024, at 8:30 a.m. on the Fifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii.Standard Time. Each shareholder that wishes to attend in person maywill be asked to present valid picture identification.provide their control number when logging in to attend the virtual Annual Meeting. Shareholders holding stock in brokerage accountswho hold shares through an intermediary, such as a bank or broker, will needalso be able to bring a copy of a brokerage statement reflecting stock ownership as ofuse the record date or a legal proxy fromcontrol number provided by their bank or broker.

broker to attend and participate at the virtual Annual Meeting. More detailed instructions on how to attend and vote at the virtual Annual Meeting are found on pages 3 and 4.

The Notice of Meeting and Proxy Statement accompanying this letter describe the business we will consider and vote upon at the meeting. A report to shareholders on the affairs of Bank of HawaiiHawai‘i Corporation also will be given and shareholders will have the opportunity to discussask about matters of interest concerning the Company.

Company through the virtual meeting platform during the virtual Annual Meeting.

For reasons explained in the accompanying Proxy Statement, the Board of Directors recommends that you vote FOR Proposal 1: Election of Directors, FOR Proposal 2: Advisory Vote on Executive Compensation, FOR Proposal 3: Approval of Bank of Hawai'i Corporation 2024 Stock and Incentive Plan, and FOR Proposal 3:4: Ratification of the Re-appointment of Ernst & Young LLP as the Company'sCompany’s independent registered public accounting firm for the 20182024 fiscal year.

Your vote is very important. Please complete, sign, date and return the enclosed proxy card and mail it promptly in the enclosed postage-paid return envelope, even if you plan to virtually attend the Annual Meeting. If you wish to do so, your proxy may be revoked at any time before voting occurs at the virtual Annual Meeting. You may also vote and change your vote by telephone or viaat the Internet until 1:00 a.m. Central Time, April 27, 2018.

virtual Annual Meeting.

On behalf of the Board of Directors, thank you for your cooperation and support.

Sincerely,

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Sincerely,
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Peter S. Ho

Chairman of the Board, Chief Executive Officer, and

President



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NOTICE OF 2024ANNUAL MEETING OF SHAREHOLDERS

To be held April 27, 2018

26, 2024

To Our Shareholders:

The 20182024 Annual Meeting of Shareholders of Bank of HawaiiHawai‘i Corporation will be held via live webcast at www.meetnow.global/M5HMPQG on Friday, April 27, 2018,26, 2024, at 8:30 a.m. Hawaii Standard Time for the following purposes:

1.
To elect 12 persons to serve as directors of the Company for a term of one year each until the 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until the director’s earlier resignation, removal, death or disqualification.
2.
To hold an advisory vote on the Fifth Floor ofexecutive compensation.
3.
To approve the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii,Hawai‘i Corporation 2024 Stock and Incentive Plan.
4.
To ratify the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the following purposes:2024 fiscal year.
1.To elect 12 persons to serve as directors of the Company for a term of one year each until the 2019 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
2.To hold an advisory vote on executive compensation.
3.To ratify the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year.
4.To transact any other business that may be properly brought before the meeting or any adjournment or postponement thereof.
5.
To transact any other business that may be properly brought before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this Notice, which is being mailed to shareholders on or about March 15, 2024. Shareholders of record of Bank of HawaiiHawai‘i Corporation common stock (NYSE: BOH) at the close of business on February 28, 201829, 2024 are entitled to attend the meeting and vote on the business brought before it.

A list of such shareholders shall be open to the examination of any shareholders upon request following the 2024 Annual Meeting of Shareholders.

We look forward to seeingconnecting with you at the meeting. However, if you cannot attend the meeting, your shares may still be voted by telephone or via the Internet, or you may complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid return envelope.

By Order of the Board of Directors,

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Mark A. Rossi

Patrick M. McGuirk

Vice Chair and Corporate Secretary

Bank of HawaiiHawai‘i Corporation

Honolulu, Hawaii

Dated: Hawai‘i

March 16, 2018

15, 2024

Your Vote is Important!

IMPORTANT

Please promptly sign and return the enclosed proxy card, or vote by telephone or on the Internet as promptly as possible. ThisInternet. Submitting your proxy by one of these methods will saveensure your representation at the expenseannual meeting regardless of a supplementary solicitation.whether you attend the meeting.

Thank you for acting promptly.your participation!

Important Notice Regarding the Availability of Proxy Materials

for the 20182024 Annual Meeting of Shareholders to be Held on April 27, 2018.

26, 2024.

The Proxy Statement and the Bank of HawaiiHawai‘i Corporation 20172023 Annual Report

on Form 10-K to Shareholders for the year ended December 31, 20172023, are available at www.edocumentview.com/boh.

We encourage you to access and review all of the information in the proxy materials before voting.



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BANK OF HAWAIIHAWAI‘I CORPORATION

PROXY STATEMENT



TABLE OF CONTENTS

Page

Proxy Statement Summary

Page

1

General Information

1

3

Questions and Answers About the Proxy Materials and the Annual Meeting

1

3

Proposal 1: Election of Directors

5

6

Board of Directors

5

6

Beneficial Ownership

14

16

CorporateSound Environmental, Social, and Governance Leadership

16

18

Board Committees and Meetings

24

31

Director Compensation

26

33

Director Compensation Table

27

34

Proposal 2: Advisory Vote on Executive Compensation

28

35

Human Resources & Compensation Committee Report

28

35

Compensation Discussion and Analysis

29

36

Summary Compensation Table

51

57

All Other Compensation Table

52

58

Nonqualified Deferred Compensation

53

59

Grants of Plan-Based Awards in 2017

55

61

Outstanding Equity Awards at Fiscal Year-End

56

62

Option Exercises and Stock Vested in 2017

57

63

Equity Compensation Plan Information

57

63

Pension Benefits

58

63

Change-in-Control, Termination, and Other Arrangements

59

64

Pay Versus Performance

66

CEO Pay Ratio

61

69

Section 16(a) Beneficial Ownership Reporting Compliance

61
Certain Relationships and Related Transactions

62

70

Proposal 3: Approval of Bank of Hawai‘i Corporation 2024 Stock and Incentive Plan

71

Proposal 4: Ratification of the Re-appointment of Ernst & Young LLP as the Company'sCompany’s Independent Registered Public Accounting Firm for the 20172024 Fiscal Year

63

76

Ernst & Young LLP Fees

63

76

Audit & Risk Committee Report

64

77

Audit & Risk Committee Pre-Approval Policies and Procedures

65

78

Other Business

78

Appendix A: Bank of Hawai‘i Corporation 2024 Stock and Incentive Plan

79

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PROXY STATEMENT SUMMARY

This summary contains highlights of information contained elsewhere in our proxy statement and does not contain all information to be considered. We encourage you to read the entire proxy statement before voting.

PROPOSALS FOR THE ANNUAL MEETING OF SHAREHOLDERS

Proposal

Board Recommendation

Page

1

Election of Directors

You are being asked to elect 12 directors. Each of the nominees standing for election will hold office until the 2025 Annual Meeting of Shareholders. The number of directors to be elected was fixed by the Board to be effective as of the date of the 2024 Annual Meeting of Shareholders.

“FOR”
each nominee

6

 

 

 

 

2

Advisory Vote on Executive Compensation

You are being asked to vote, on an advisory (non-binding) basis, to approve the Company’s executive compensation as disclosed in this proxy statement.

“FOR”

35

 

 

 

 

3

Approval of Bank of Hawai‘i Corporation 2024 Stock and Incentive Plan

You are being asked to vote to approve the Company’s 2024 Stock and Incentive Plan

“FOR”

71

 

 

 

 

4

Ratification of the Re-Appointment of Ernst & Young LLP

You are being asked to ratify, on an advisory (non-binding) basis, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

“FOR”

76

 

 

 

 

VOTING YOUR SHARES

You may vote if you are a shareholder of record as of the close of business on February 29, 2024. Each share of common stock is entitled to one vote. Shares of Series A Preferred Stock generally are not entitled to vote. On February 29, 2024 (the “Record Date”), there were 39,771,110 shares of common stock issued and outstanding. All votes are confidential.

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Online

Registered holders can go to www.envisionreports.com/boh and follow the instructions. For shares held in street name, please see the instruction card included by your broker or nominee.

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By Telephone

If you live in the United States, you may submit your proxy by following the “Vote by Telephone” instruction on the proxy card. For shares held in street name, please see the instruction card included by your broker or nominee.

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By Mail

Complete, sign, and date the proxy card and return it in the envelope that was provided in the proxy statement package. For shares held in street name, please see the instruction card included by your broker or nominee.

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Virtual Attendance via Webcast

Register with your control number found on your proxy card, notice, or voting instruction form provided by your bank or broker and attend our virtual annual meeting. More detailed instructions on how to attend and vote are found on pages 3 and 4.

Even if you plan to attend the Annual Meeting of Shareholders, we encourage all shareholders to vote in advance of the meeting.

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HIGHLIGHTS

Bank of Hawaii Corporation (“Bank of Hawai‘i Corporation” or the “Company”) is an independent regional financial services company. The Company’s principal subsidiary, Bank of Hawaii (“Bank of Hawai‘i” or the “Bank”), was founded in 1897 and provides a broad range of financial products and services to businesses, consumers and governments in Hawai‘i and the West Pacific.

Bank of Hawai‘i Corporation is committed to meeting high standards of ethical behavior, corporate governance, and business conduct. The first two columns in the table below summarize the Company’s governance and compensation practices, demonstrating what we do to drive performance and manage risk and is current through March 1, 2024. The third column highlights the Company’s business performance during 2023.

Corporate Governance

Compensation Program Best Practices

Business Performance

Other Business•
Annual election of directors
•
Majority voting in director elections with a plurality carve-out in the case of contested elections and a director resignation policy
•
Independent directors comprise 93% of the Board and 100% of key committees
•
40% of directors are women and 53% are ethnically diverse
•
Ongoing director refreshment with 6 new directors added in the past 5 years
•
Regular executive sessions of the Board without management present
•
Directors actively participate in continuing education programs
•
All directors attended at least 75% of the Board and committee meetings
•
Annual Say-on-Pay vote
•
Robust shareholder engagement process
•
Effective whistleblower policy and program
•
Annual Board and Committee self-evaluations
•
No poison pill
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•
Pay for performance by tying a substantial portion of executive compensation to performance goals
•
Significant portion of compensation is variable and performance-based
•
Significant stock ownership requirements (5x base salary for CEO, 2x for other NEOs)
•
No employment or severance agreements with NEOs
•
Anti-hedging and anti-pledging stock policies
•
Regularly conduct assessments to identify and mitigate risk in compensation programs
•
Evaluate executive compensation data and practices of our peer group companies as selected annually by the committee with guidance from the independent compensation consultant
•
Double-trigger change-in-control provisions
•
Independent compensation consultant
•
Formalized clawback policy
•
No tax gross-ups
•
No excessive perquisites
•
No repricing of equity incentive awards

•
Diluted earnings per common share for the full year of 2023 were $4.14
•
Loans increased 2.3% from 2022; deposits increased 2.1%
•
Asset quality, liquidity, and capital all remain strong
•
Rated a3 “Baseline Credit Assessment” by Moody’s Investors Service placing Bank of Hawai‘i a notch above the current U.S. bank median
•
Ranked Number 4 among “America’s Most Trustworthy Companies” in the banking industry category by Newsweek. Bank of Hawai‘i was the only Hawai‘i business listed.
•
Ranked Number 24 among the “World’s Most Trustworthy Companies” in the banking industry worldwide by Newsweek. Among a list of 1,000 companies in 21 countries and 23 industries, Bank of Hawai‘i is the only Hawai‘i bank listed.
•
Named Hawai‘i’s Best Bank by the readers of the Honolulu Star-Advertiser (13th consecutive year), Hawaii Tribune-Herald (8th consecutive year), West Hawaii Today (4th consecutive year).
•
Named a top 3 finalist in the inaugural National Customer Obsessed Enterprise Award from global research firm Forrester.

See “Sound Environmental, Social, and Governance Leadership” starting on page 18, “Compensation Discussion and Analysis” starting on page 36, and “Business and Performance Overview” starting on page 41.


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PROXY STATEMENT



GENERAL INFORMATION


The Board of Directors (the “Board”) of Bank of HawaiiHawai‘i Corporation (the “Company”) is soliciting the enclosed proxy for the Company's 2018Company’s 2024 Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”). The proxy statement, proxy card, and the Company'sCompany’s Annual Report to Shareholders and Annual Report on Form 10-K are being distributed to the Company'sCompany’s shareholders on or about March 16, 2018.


15, 2024.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING


Q:

What is a proxy?

A:

A:

A proxy is your legal designation of another person to vote the shares you own. That other person that you designate is called a proxy and is required to vote your shares in the manner you instruct. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. If you vote by phone or via the Internet, you will have designated Mark A. RossiPatrick M. McGuirk and/or Nathan SultRussell Lum to act as your proxy to vote your shares at the Annual Meeting in the manner you direct.

Q:What am I voting on?
A:You are voting on

The Company is paying the electioncosts of 12 directors. the solicitation of proxies. The Company has retained Georgeson LLC to assist in the distribution of proxy materials and the solicitation of proxies from individual shareholders as well as brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to pay Georgeson a fee of approximately $12,750 plus variable amounts for additional proxy solicitation services and out-of-pocket expenses.

In addition you are voting onto solicitations by mail, the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables,proxy solicitor and the ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year,nominees, officers, and are voting on any other business thatemployees, without additional compensation, may be properly brought before the meeting. Your votessolicit proxies on the Company’s executive compensation and the ratification of the re-appointment of the Company’s independent public accounting firm are advisory only, and will not bind the Company.

behalf in person, by phone, or by electronic communication.

Q:

Who may vote at the annual meeting?

A:

Q:

Shareholders of record of Bank of Hawaii Corporation's common stock, par value $0.01 per share, as of the close of business on February 28, 2018 (the “Record Date”) are entitled to attend and vote at the annual meeting. Each share of common stock is entitled to one vote. On the Record Date, there were 42,481,345 shares of common stock issued and outstanding.

Q:

How many shares must be present to hold the annual meeting?

Annual Meeting?

A:

A:

The holders of at least one-third of the Company’s outstanding common stock on the Record Date entitled to vote at the annual meetingAnnual Meeting must be represented, in person or by proxy, to conduct business. That amount is called a quorum. Shares are counted as present at the meeting if a shareholder entitled to vote is present at the meeting, or has submitted a properly signed proxy in writing, or by voting by telephone or via the Internet. We also count abstentions and broker non-votes as present for purposes of determining a quorum.

Q:

What shares can I vote?

A:

Q:

You may vote all shares you own on the Record Date.

Q:

Why did I receive a one-page notice (the “Notice”) in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

A:

A:

The rules and regulations of the Securities and Exchange Commission (the “SEC”) allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who have not previously indicated a preference for printed copies of proxy materials are receiving the Notice this year.Notice. The Notice provides instructions on how to access and



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review all of the proxy materials and how to submit your proxy via the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, please follow the instructions for requesting such materials in the Notice.
Q:How can I vote my shares in person at the annual meeting?
A:If you are a shareholder of record, you can attend the annual meeting and vote in person the shares you hold directly in your name as the shareholder of record. If you choose to do that, please bring the enclosed proxy card or notice, admission ticket, and proof of identification. If you hold your shares in street name, you should request a "legal proxy" from your bank or broker to vote your shares at the meeting.
Even if you plan to attend the annual meeting, we recommend you also submit your proxy so your vote will be counted if you later decide not to attend the annual meeting.
Q:How can I vote my shares without attending the annual meeting?
A:You may vote without attending the annual meeting. If you hold your shares as the shareholder of record, you may instruct the proxies how to vote your shares by mail, telephone, or the Internet. If your sharesyou would like to receive a printed or e-mail copy of the proxy materials, please follow the instructions for requesting such materials in the Notice.

Q:

What are heldthe voting procedures?

A:

Under our Certificate of Incorporation, Directors are elected annually by majority of votes cast (Proposal 1). This means that a director is elected if the number of votes cast for the nominee exceeds the number of votes cast against the nominee. In the event of a contested election, the election is determined by plurality vote. This means that the nominees who receive the highest number of affirmative votes are elected. Abstentions and broker non-votes do not affect the outcome of a plurality vote.

The advisory vote on executive compensation (Proposal 2), the approval of the Company’s 2024 Stock and Incentive Plan (Proposal 3) and the advisory vote on the ratification of the reappointment of our independent registered public accounting firm (Proposal 4) are also decided by a majority of votes cast. For Proposals 1, 2 and 3, broker non-votes will be treated as not entitled to vote and will not affect the outcome. For Proposal 4, your broker, bank, trustee, or other nominee youmay exercise its discretion and vote. Abstentions will receive instructions that you must followhave the same effect as votes cast against the proposal.

Holders of our common stock are entitled to have yourone vote per share of common stock held on the Record Date. The outstanding shares voted. Please referof Series A Preferred Stock are not entitled to the summary instructions below and those on your proxy card, or,any voting rights for shares held in street name, the voting instruction card sent by your broker or nominee.any current proposal.

Mail. You may mail your proxy by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee, and mailing it in the enclosed, postage-paid return envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board.

3

Telephone. If you live in the United States, you may submit your proxy by following the “Vote by Telephone” instructions on the proxy card.
Internet. If you have Internet access, you may submit your proxy by following the “Vote by Internet” instructions on your proxy card.
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Q:

May I change my vote?

A:

A:

Yes. You may change your proxy instructions any time before the vote at the annual meeting. For shares you hold as shareholder of record, you may change your vote by providing notice to the Corporate Secretary, granting a new proxy with a later date or by attending the annual meeting and voting in person.Annual Meeting. Attendance at the annual meetingvirtual Annual Meeting will not cause your previously granted proxy to be revoked unless you also vote at the meeting. If you voted by telephone or via the Internet, you may change your vote until 1:00 a.m. Central Time, April 27, 2018. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker or nominee.

Q:

Q:

What is a broker non-vote?

A:

A:

The NYSENew York Stock Exchange (“NYSE”) allows its member-brokers to vote shares held by them for their customers on matters the NYSE determines are routine, even though the brokers have not received voting instructions from their customers. Of the proposals anticipated to be brought at the annual meeting,Annual Meeting, only Proposal 34 (the ratification of the re-appointment of Ernst & Young LLP as the Company'sCompany’s independent registered public accounting firm for the 20182024 fiscal year) is considered by the NYSE to be a routine matter. Your broker, therefore, may vote your shares in its discretion on Proposal 34 if you do not instruct your broker how to vote. If the NYSE does not consider a matter routine, then your broker is prohibited from voting your shares on the matter unless you have given voting instructions on that matter to your broker. Therefore, your broker will need to return a proxy card without voting on these non-routine matters if you do not give voting instructions with respect to these matters. This is referred to as a "broker“broker non-vote."” The NYSE does not consider Proposal 1 (election of Directors) and, Proposal 2 (advisory vote on executive compensation) and Proposal 3 (approval of the Company’s 2024 Stock and Incentive Plan) to be routine matters, so your broker may not vote on these matters in its discretion. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your vote is counted with respect to these non-routine matters.



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Q:    What are the voting procedures?

A:

Under our Certificate of Incorporation, Directors are elected annually by majority vote (Proposal 1). This means that a director is elected if the number of votes cast for the nominee exceed the number of votes cast against the nominee. In the event of a contested election, the election is determined by plurality vote. This means that the nominees who receive the highest number of affirmative votes are elected. Abstentions and broker non-votes do not affect the outcome of a plurality vote.
The advisory vote on executive compensation (Proposal 2) and the advisory vote on the ratification of the reappointment of our independent registered public accounting firm (Proposal 3) are also decided by majority vote. For Proposals 1 and 2, broker non-votes will be treated as not entitled to vote and will not affect the outcome. For Proposal 3, your broker, bank, trustee, or other nominee may exercise its discretion and vote. Abstentions will have the same effect as votes cast against the proposal.

Q:

Why are there 12 Directors on the ballot for election?

we holding a virtual Annual Meeting?

A:

A:

The numberAnnual Meeting will be held virtually as in prior years. We adopted a virtual meeting format in 2020, and this format has proven over the last four years to allow the same, or perhaps better, opportunity for shareholder participation. This format allows shareholders to participate from anywhere where they have Internet connectivity, thus allowing more shareholders to participate regardless of directorssize, location or resources. Shareholders and the Company alike save valuable time and money with this convenient format all while reducing the carbon footprint of our activities. Shareholders may view a live webcast of the Annual Meeting and submit questions digitally prior to and during the meeting at www.meetnow.global/M5HMPQG. Please refer to the "Participating in the Annual Meeting" section of the Proxy Statement for more details.

Q:

How can I attend the Annual Meeting?

A:

The Annual Meeting will be elected was fixed at 12virtual and conducted by webcast. You are entitled to participate in the BoardAnnual Meeting only if you were a shareholder of the Company at the close of business on February 23, 201829, 2024. An in-person meeting ofwill not be held. You will be able to attend the Board.

Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/M5HMPQG. To participate in the Annual Meeting, you will need to review the information included on your Notice, proxy card or the instructions that accompanied your proxy materials.

Q:

Is my vote confidential?

A:

Yes.

The online meeting will begin promptly at 8:30 a.m. Hawaii Standard Time. We have procedures to ensure that, regardless of whether shareholders vote by mail, telephone, the Internet, or in person, all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as disclosure may be required by federal or state law or as expressly permitted by a shareholder. We also have the voting tabulations performed by an independent third party.

Q:Who will bear the cost of soliciting proxies?
A:We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees on behalf of the Board will solicit proxies from shareholders, personally, and by telephone, the Internet, facsimile, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, LLC., 1290 Ave of the Americas, 9th Floor, New York, New York 10104 to assist in the solicitation of proxies for an estimated fee of $12,000 plus reasonable out-of-pocket expenses. We will, upon request, reimburse brokers or other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to their customers who are beneficial owners and obtaining their voting instructions.
Q:What does it mean if I get more than one proxy card?
A:It means your shares are registered differently and are held in more than one account. Sign and return all proxy cards or vote each proxy card by telephone or Internet, to ensure all your shares are voted. To provide you with better shareholder service, we encourage you to access the virtual meeting website prior to the start time to leave ample time for check-in. Please follow the instructions as outlined in this proxy statement.

If you hold your shares through a bank or broker as a beneficial shareholder, and want to attend the Annual Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have all accounts registeredtwo options:

1) Registration in Advance of the sameAnnual Meeting

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Bank of Hawai‘i Corporation holdings along with your name and address.email address to Computershare. Requests for registration must be labeled “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on April 23, 2024. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare at the following:

By email:

Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to

legalproxy@computershare.com

By mail:

Computershare

Bank of Hawai‘i Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

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2) Register at the Annual Meeting

For the 2024 proxy season, an industry solution has been agreed upon to allow beneficial shareholders to register online at the Annual Meeting to attend, ask questions and vote. We expect that the vast majority of beneficial shareholders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to beneficial shareholders only, and there is no guarantee this option will be available for every type of beneficial shareholder voting control number. The inability to provide this option to any or all beneficial shareholders shall in no way impact the validity of the Annual Meeting. Beneficial shareholders may choose the Register in Advance of the Annual Meeting option above, if they prefer to use this traditional, paper-based option. You may do that by contacting our transfer agent: Computershare Investor Services (1-888-660-5443).

vote your shares as usual via ProxyVote.com.

Q:

In any event, please go to www.meetnow.global/M5HMPQG for more information on the available options and registration instructions.

Q:

What if I have trouble accessing the Annual Meeting virtually?

A:

The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones). Please ensure you have a strong internet connection prior to joining the meeting virtually and join the meeting several minutes prior to the start time. There will be a link on the meeting page for further assistance should you need it, or you may call:

Computershare

1-888-724-2416

1-781-575-2748

Hours: 8:30 a.m. - 6:00 p.m. Eastern Time

Q:

May I propose actions for consideration at next year'syear’s annual meeting of shareholders?

A:

A:

Yes. You may submit proposals for consideration at the 20192025 Annual Meeting of Shareholders by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, HawaiiHawai‘i 96813 and in accordance with the following schedule and requirements.

Proposals To Be Included In The Proxy Statement and Voted On At The Meeting. Proposals that shareholders wish to have included in the proxy statement for the 2019 Annual Meeting of Shareholders must be made in accordance with SEC Rule 14a-8. Proposals must be received by the Company's Corporate Secretary on or before November 16, 2018 at the above address.
Proposals To Be Voted On At The Meeting Only. Under Section 1.12 of the Company's Bylaws, for a shareholder to bring a proposal before the 2019 Annual Meeting, the Company must receive the written proposal not later than 80 days nor earlier than 90 days before the first anniversary of the 2018 annual meeting; in other words, not earlier than January 27, 2019 and no later than February 6, 2019. The proposal also must contain the information required in the Bylaws. If you wish to make one or more nominations for election to the Board, the required information includes, among other things, the written consent of such individual to serve as director and (i) the name, age,


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business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Bank of Hawaii Corporation common stock each nominee beneficially owns. These advance notice provisions are separate from the requirements a shareholder must meet to have a proposal included in the proxy statement under SEC rules. By complying with these provisions, a shareholder may present a proposal in person at the meeting, but will not be entitled to have the proposal included in the Company's proxy statement unless they comply with the requirements described in the preceding paragraph. Persons holding proxies solicited by the Board may exercise discretionary authority to vote against such proposals.

Q:

Proposals To Be Included In The Proxy Statement and Voted On At The Meeting.  Proposals that shareholders wish to have included in the proxy statement for the 2025 Annual Meeting of Shareholders must be made in accordance with SEC Rule 14a-8. Proposals must be received by the Company’s Corporate Secretary on or before November 17, 2024, at the above address.

Proposals To Be Voted On At The Meeting Only.  Under Section 1.12 of the Company’s Bylaws, for a shareholder to bring a proposal before the 2025 Annual Meeting, the Company must receive the written proposal not later than 80 days nor earlier than 90 days before the first anniversary of the 2024 annual meeting; in other words, not earlier than January 26, 2025, and no later than February 5, 2025. The proposal also must contain the information required in the Bylaws. If you wish to make one or more nominations for election to the Board, the required information includes, among other things, the written consent of such individual to serve as director and (i) the name, age, business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Bank of Hawai‘i Corporation common stock each nominee beneficially owns. These advance notice provisions are separate from the requirements a shareholder must meet to have a proposal included in the proxy statement under SEC rules. By complying with these provisions, a shareholder may present a proposal in person at the meeting, but will not be entitled to have the proposal included in the Company’s proxy statement unless they comply with the requirements described in the preceding paragraph. Persons holding proxies solicited by the Board may exercise discretionary authority to vote against such proposals. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the “universal proxy rules”, shareholders who intend to solicit proxies in support of director nominees at the 2025 Annual Meeting must include the additional information required by SEC Rule 14a-19(b) including a statement that they intend to solicit 67% of outstanding voting shares.

Q:

Where can I find the voting results of the annual meeting?

Annual Meeting?

A:

A:

We plan to announce preliminary voting results at the annual meeting.Annual Meeting. We will publish final voting results in a report on Form 8-K within four business days of the annual meeting.

Annual Meeting.

Q:

Q:

What happens if the meeting is postponed or adjourned?

A:

A:

Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Q:Where can I find out more information about the Company before the annual meeting?
A:You can find more information about the Company on-line at: www.boh.com.



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PROPOSAL 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS

DIRECTORS

The Company’s Certificate of Incorporation requires that the Company’s Board consist of not fewer than three directors and not more than 15 directors, with the exact number to be determined by the Board. The Board has fixed the number of directors for election at the annual meeting to be 12. Each of the 12 directors listed below has been nominated for a one-year term to serve until the 20192025 Annual Meeting of Shareholders orand until his or her successor is elected and qualified.qualifiedor until the director’s earlier resignation, removal, death or disqualification. In the event that any or all of the director nominees are unable to stand for election as director, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, may select different nominees for election as directors.

Certain information with respect to each of the nominees is set forth below, including his or her principal occupation, qualifications, and directorships during the past five years. Each nominee has consented to serve and all nominees are currently serving on the Company’s Board. The nominees were each recommended to the Board by the Company’s Nominating & Corporate Governance Committee whose goal is to assemble a board that operates cohesively, encourages candid communication and discussion, and focuses on activities that help the Company create sustainable long-term growth and maximize shareholder value. The Nominating & Corporate Governance Committee also looks at the individual strengths of directors, their ability to contribute to the board,Board, and whether their skills and experience complement those of the other directors. A more detailed discussion on the nomination process and the criteria the Nominating & Corporate Governance Committee considers in their evaluation of director candidates is found in the Commitment to Effective Corporate Governance section which begins on page 16.

18.

The Board of Directors recommends a vote “FOR” each of the nominees.

NameAgeYear First Elected as DirectorIndependentOther Public Directorships Held in Last 5 YearsCommittee Membership
S. Haunani Apoliona682004YesNoneNCGC, FIMC, BPC
Mary G. F. Bitterman731994YesNoneNCGC, HRC, ARC
Mark A. Burak692009YesNoneARC, NCGC
Clinton R. Churchill742001YesNoneNCGC, ARC
Peter S. Ho522009NoNoneNone
Robert Huret722000Yes1NCGC, ARC
Kent T. Lucien642006No1None
Alicia E. Moy402017YesNoneNCGC, HRC
Victor K. Nichols612014Yes1NCGC, ARC
Barbara J. Tanabe682004YesNoneFIMC, HRC, NCGC
Raymond P. Vara, Jr.482013YesNoneNCGC, HRC, ARC
Robert W. Wo652002YesNoneHRC, NCGC , FIMC

Name

Age

 

Year First
Elected
as Director

 

Independent

 

Other Public
Directorships
Held in Last
5 Years

 

Committee Membership

John C. Erickson

62

 

2019

 

Yes

 

2

 

ARC, BSC, NCGC

Joshua D. Feldman

51

 

2019

 

Yes

 

None

 

DAC, HRC, NCGC

Peter S. Ho

58

 

2009

 

No

 

None

 

None

Michelle E. Hulst

50

 

2019

 

Yes

 

None

 

DAC, HRC, NCGC

Kent T. Lucien

70

 

2006

 

Yes

 

None

 

ARC, BSC, DAC, FIMC, NCGC

Elliot K. Mills

54

 

2021

 

Yes

 

None

 

DAC, HRC, NCGC

Alicia E. Moy

46

 

2017

 

Yes

 

1

 

ARC, BSC, FIMC, NCGC

Victor K. Nichols

67

 

2014

 

Yes

 

2

 

ARC, BSC, DAC, NCGC

Dana M. Tokioka

53

 

2020

 

Yes

 

None

 

DAC, FIMC

Raymond P. Vara, Jr.

54

 

2013

 

Yes

 

None

 

ARC, BSC, HRC, NCGC

Suzanne P. Vares-Lum

56

 

2023

 

Yes

 

None

 

FIMC, NCGC

Robert W. Wo

71

 

2002

 

Yes

 

None

 

FIMC, HRC, NCGC

ARC - Audit & Risk Committee

BSC - Balance Sheet Committee

DAC - Digital Advisory Committee

FIMC - Fiduciary & Investment Management Committee

HRC - Human Resources & Compensation Committee

NCGC - Nominating & Corporate Governance Committee

HRC - Human Resources & Compensation Committee
ARC - Audit & Risk Committee
BPC - Benefit Plans Committee
FIMC - Fiduciary & Investment Management Committee


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As one of the largest financial institutions in Hawaii,Hawai‘i, finding director candidates with a deep knowledge of the focused market in which we operate is critical. The nominees'nominees’ breadth and diversity of experience, mix of qualifications, attributes, and skills strengthen our Board of Director'sDirector’s effective oversight of the Company'sCompany’s business. While our longer tenured directors bring a wealth of experience and deep understanding of the business, we recognize the need for fresh perspectives, have consistently added new directors, and are committed to continued board and committee diversity and refreshment.

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Table of Contents

ATTRIBUTES AND SKILLS OF THE NOMINEES

Nominees for directors are selected based on, among other criteria, their integrity, informed judgment, financial literacy, high performance standards, accomplishments and reputation in the community, experience, skill sets, ability to commit adequate time to Board and committee matters, and to act on behalf of shareholders. The criteria also includes a determination of the needs of the Board and of the individual’s personal qualities and characteristics with those of the other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders. The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of background and viewpoint, and professional and community contacts relevant to the Company’s business.

12 Director Nominees:

Erickson

Feldman

Ho

Hulst

Lucien

Mills

Moy

Nichols

Tokioka

Vara

Vares-Lum

Wo

Experience and Skills

Finance

ü

 

ü

 

ü

ü

ü

ü

ü

ü

 

 

Banking

ü

 

ü

 

ü

 

 

ü

 

 

 

 

Technology

 

 

 

ü

 

 

 

ü

ü

 

 

 

Retail

 

ü

 

 

 

ü

 

ü

 

 

ü

Tourism

 

 

 

 

 

ü

 

 

 

 

 

 

Marketing/Communications

 

 

 

ü

 

 

 

ü

 

 

ü

 

International Experience

ü

ü

ü

ü

 

 

ü

ü

 

 

ü

ü

Health

 

 

 

 

 

 

 

 

 

ü

 

 

Education

 

 

 

 

 

ü

 

ü

 

 

ü

 

Community

ü

ü

 

ü

ü

ü

ü

ü

ü

ü

ü

Hawai'i Market

 

ü

ü

 

ü

ü

ü

 

ü

ü

ü

ü

Human Resources

 

 

 

 

 

 

 

ü

 

 

 

 

Government Experience

 

 

 

 

 

 

 

 

 

ü

ü

 

Energy

 

 

 

 

 

ü

 

 

 

 

 

Risk Management

ü

 

 

 

 

ü

 

ü

ü

ü

ü

 

CEO Experience

ü

ü

 

ü

 

ü

ü

 

ü

ü

ü

Background

Gender

 

 

 

 

Male

ü

ü

ü

 

ü

ü

 

ü

 

ü

 

ü

Female

 

 

 

ü

 

 

ü

 

ü

 

ü

 

Non-binary

 

 

 

 

 

 

 

 

 

 

 

 

Race

 

 

 

 

American Indian or Alaskan Native

 

 

 

 

 

 

 

 

 

 

 

 

Asian

 

 

ü

 

 

 

ü

 

ü

 

ü

ü

Black or African American

 

 

 

 

 

 

 

 

 

 

 

 

Hispanic or Latinx

 

 

 

 

 

 

 

 

 

 

 

 

Native Hawaiian or Pacific Islander

 

 

 

 

 

ü

 

 

 

 

ü

 

White

ü

ü

 

ü

ü

 

ü

ü

ü

ü

ü

 

Age/Tenure

 

 

 

 

Age

62

51

58

50

70

54

46

67

53

54

56

71

Years on the Board

4

4

14

4

17

2

6

9

3

10

<1

21

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Table of Contents

Board Diversity & Skills
98654
Experience with unique Hawaii marketplaceIndependent directors with financial services expertiseSignificant international experienceBanking experienceOther public company board experience
22145
Media expertiseBackground in public policyTechnology experienceFemale directorsNative Hawaiian and/or Asian ancestry

QUALIFICATIONS AND EXPERIENCE

Name

Qualifications

img208917557_8.jpg 

John C. Erickson

NameQualifications
haunaniapolionabw.jpg
S. Haunani Apoliona

Key Experience and Qualifications

•
•
Ms. Apoliona has dedicated more than 35A seasoned financial services executive with over 40 years workingin the industry, Mr. Erickson brings a wealth of strategic, operational and management experience having led a wide range of business units, including commercial lending, deposits, risk management, capital markets and wealth management. Mr. Erickson worked with Union Bank/MUFG in California until 2014, and on behalf of Native Hawaiians. Her knowledge of Native Hawaiian affairshis tenure included serving as Vice Chairman in the Chief Risk Officer and cultural and charitable causes in Hawaii gives her a unique perspectiveChief Corporate Banking Officer roles. In addition, he served on the values and interestsboard of our core market, which pervade the business environment. These insights inform the discussion at both the Board and on the Nominating & Corporate Governance Committee.
Career Highlights
•
Ms. Apoliona was elected Trustee of the Office of Hawaiian Affairs ("OHA") (entity established by the Constitution of the State of Hawaii to improve the conditions and protect the entitlements of Native Hawaiians) in 1996 and served five four-year terms ending November 8, 2016.
•
AsZions Bancorporation, a publicly traded financial services holding company, as Chairman of the OHARisk Oversight Committee and as a member of the Audit Committee from 2014 to 2016. He served on the board of Luther Burbank Corporation, a publicly traded financial services holding company, from 2017 to 2024 and was a member of its Audit & Risk and Compensation Committees. In September 2023, he joined the board of National Mortgage Insurance Holdings, a publicly traded holding company, and serves on the Audit Committee as well as on the Risk Committee. Mr. Erickson’s strong banking, risk management, board and executive background qualify him to serve on our Board from 2000 through 2010, she led the pursuit of Federal Recognition for Native Hawaiians, resolution of long-standing ceded land revenue disputes, and a vast array of advocacy initiatives for Native Hawaiians.its Audit & Risk Committee.

Career Highlights

•
Mr. Erickson began his career at Union Bank in 1983 and served in various leadership roles including Vice Chairman, Chief Corporate Banking Officer responsible for Commercial Banking, Real Estate Industries, Global Treasury Management, Global Capital Markets, and Wealth Management, and as Vice Chairman and Chief Risk Officer responsible for enterprise-wide risk management and regulatory relations.

Other Professional Experience and Community Involvement

•
Mr. Erickson served on the boards of the California Bankers Association, The Living Desert as a member of the Finance and Long Range Planning Committees, and The Music Center as its Treasurer and member of the Executive Committee.
•
Ms. Apoliona
Mr. Erickson was Presidenta member of the Audit Committee Roundtable of Orange County, the Financial Services Board Roundtable, and Chief Executive Officer of Alu Like, a non-profit organization whose mission is to assist Native Hawaiians in achieving social and economic self-sufficiency, including workforce training, vocational education, and training in entrepreneurship, business development and computer technology.the American Bankers Association Bankers Council.

Education

•
•
Ms. Apoliona studied atMr. Erickson received his bachelor’s degree with an emphasis in economics, and his M.B.A. with an emphasis in finance from the University of Hawai'i Manoa graduating with bachelor's degrees in Sociology and Liberal Arts (Hawaiian Studies) and a master's degree from the School of Social Work.



6Southern California.

Table of Contents

img208917557_9.jpg 

Joshua D. Feldman

NameQualifications
marybittermanbw.jpg
Mary G. F. Bitterman

Key Experience and Qualifications

•
•
Dr. Bitterman's considerable experienceMr. Feldman is President and CEO of Tori Richard, Ltd., founded in broadcasting, media1956. Tori Richard, Ltd. is a Honolulu-based manufacturer, wholesaler and public policy, her experience asretailer of branded resort apparel, licensed apparel products, private label clothing and uniforms. He began his career in 1994 and was appointed President and CEO in 2004. Mr. Feldman has a regulator with authority over Bank of Hawaii and other state-chartered banks, her service on the board of a large mutual fund complex and its key committees, and her deepsolid understanding of the CompanyHawai‘i marketplace and his accomplishments locally and globally evidence his strategic and progressive insights and operational expertise. His skills, background and experience as an innovator in the financial services industry provides her with broad expertise acrossretail sector bring a range of issues of critical importancevaluable perspective to the company's activities in a highly regulatedBoard and public-facing environment. Dr. Bitterman has also gained extensive and valuable insight from her tenure as Lead Independent Director of the Board. These experiences, attributes, and skills qualify herhim to serve on the Board and as a member of each of the Board's standing committees.Human Resources and Compensation Committee.

Career Highlights

•
•
Since 2004, Dr. BittermanUnder his leadership, Mr. Feldman created Tori Richard’s retail division, TR Retail LLC, relaunched the women’s division, acquired Kahala Sportswear from Minami Sport of Japan, formed a joint venture to provide bundled uniform services for the hospitality market and has served as Presidentgrown U.S. mainland and Director offoreign sales over 600% during his tenure.
•
Tori Richard, Ltd. and subsidiary branded and private label products are sold in over 1,500 specialty and department store locations throughout the Bernard Osher Foundation (a 41 year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts).
•
Previously, Dr. Bitterman served as President and CEO of the James Irvine Foundation, an independent grant-making foundation serving Californians. Prior to that, she served as President and CEO of KQED, one of the major public broadcasting centersworld. The company operates 21 company-owned stores in the United States.state of Hawai‘i.

Other Professional Experience and Community Involvement

•
•
Dr. Bitterman served as Executive Director ofMr. Feldman is committed to the Hawaii Public Broadcasting Authority, director of the Voice of America, and director of the Hawaii State Department of Commerce and Consumer Affairs (and simultaneously ex-officio Commissioner of Financial Institutions, Commissioner of Securities, and Insurance Commissioner).
•
She was a member of the Barclays Global Investors board for nine years, servingcommunity, having served on the Audit & Risk Committee as well as chairingboards of Hawai‘i Public Radio and the Nominating & Corporate Governance Committee.Young Presidents’ Organization.
•
•
Dr. BittermanHe currently serves as a directorchairman of the Bay Area Council Economic Institute, the Hawaii Community Foundation, the Commonwealth Clubboard of California and Board Chair of the PBS Foundation, and an Advisory Council member of the Stanford Institute for Economic Policy Research and the Public Policy Institute of California.
Education
•
Dr. Bitterman received her bachelor of arts degree from Santa Clara University and her M.A. and Ph.D. from Bryn Mawr College.


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Table of Contents


NameQualifications
markburakbw.jpg
Mark A. Burak
Key Experience and Qualifications
•
Mr. Burak's career in accounting, finance and strategic planning for major banking organizations brings a high level of sophistication to his participation in Board discussion of a wide range of financial, strategic planning and operating matters, and his prior engagement as a consultant to Bank of Hawaii, including considerable involvement in formulating our longer term strategy, along with his nine years of experience on the Board, provide him substantial knowledge of our business. His professional experience and educational background make him qualified to serve on the Board and as Chair of the Audit & Risk Committee.
Career Highlights
•
Mr. Burak was an independent consultant providing planning and business performance evaluation advisory services.
•
He formerly served as Executive Vice President for Planning, Analysis and Performance Measurement at Bank of America, having retired after more than thirty years of service.
•
Mr. Burak held various accounting and finance positions based in Chicago, London, San Francisco, and Charlotte at Bank of America and the former Continental Illinois National Bank.
Other Professional Experience and Community Involvement
•
Mr. Burak is a Certified Public Accountant and served as Controller, Managing Director of Management Accounting & Analysis, Business Segment Controller, and Regional Controller for Europe and Asia for the former Continental Illinois National Bank.
•
He serves on the Board of Trusteestrustees of the Honolulu Museum of Art and also as Treasurer and Chairman of the Finance Committee.
•
He is a member of Financial Executives International, having served on several local chapter boards and as President of the San Francisco Chapter, and is a member of the American Institute of Certified Public Accountants.
Education
•
Mr. Burak received his bachelor's degree in business administration in public accounting from Loyola University of Chicago and his M.B.A. in finance from the Kellogg Graduate School of Management at Northwestern University.
clintonchurchillbw.jpg
Clinton R. Churchill
Key Experience and Qualifications
•
Mr. Churchill's strong financial background, leadership experience at various companies, and long association with the Estate of James Campbell, which was a nationally diversified real estate company and a major Hawaii landowner, has given him a broad and strategic perspective on business affairs in the Company's core market as well as a deep knowledgedirector of an industry that represents a large portion of our customer base. His background and experience coupled with having served on the Company's Audit & Risk Committee for 16 years, including 14 years as its Chairman, make Mr. Churchill qualified to serve on the Board.Bikeshare Hawaii.

Career Highlights

Education

•
•
Former Trustee, Estate of James Campbell from 1992 through August 2017. He served as Chairman six of the 24 years.
•
Prior to becomingMr. Feldman graduated magna cum laude with a Trustee of the Estate of James Campbell, Mr. Churchill served as COO and CEO of the Estate. He also served as Controller, Financial Vice President, and President of Gaspro, Inc.
•
Mr. Churchill was a management consultant with Touche Ross & Company.
Other Professional Experience and Community Involvement
•
Mr. Churchill serves as Chairman of Pacific Aviation Museum at Pearl Harbor and Friends of Challenger Center Hawaii.
•
Mr. Churchill served in various positions in the Hawaii Air National Guard, retiring as its Commander. He has also chaired several non-profit organizations and professional organizations, including Kapiolani Medical Center and The Economic Development Corporation of Honolulu.
Education
•
Mr. Churchill received his bachelor of sciencebachelor’s degree in business and his M.B.A. in management and finance from the University of Arizona.California, San Diego.



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Table of Contents


Name

Qualifications

NameQualifications
peterhobw.jpg

img208917557_10.jpg 

Peter S. Ho

Key Experience and Qualifications

•
•
As Chairman and CEO, Mr. Ho fullyremains focused on the Bank’s longstanding strategy of providing financial products and services that are world-class in quality and locally coveted in the markets we serve. He understands that his commitment to the Bank’s employees and the communities of the markets we serve are important drivers of change in the way we will bank in the future. He is leading the charge to meet the evolving demands of the customer and transforming their experience using a 21st century delivery model.Bank’s continued long-term success. Mr. Ho'sHo’s long career as a Bank of HawaiiHawai‘i executive, overseeing all aspects of the Company'sCompany’s business and his deep knowledge of our markets, community and culture make him well qualified for service on our Board.
•
•
Under Mr. Ho'sHo’s leadership, Bank of Hawaii has beenHawai‘i continues to receive industry and press recognition locally and nationally. In 2023, the Federal Deposit Insurance Corporation confirmed that Bank of Hawai‘i had the largest share of FDIC-insured deposits of any financial institution in Hawai‘i, and also the largest market share gain during the year. Based on the Bank’s strong financial profile, leading market position in Hawai‘i, and conservative credit risk management, its Long-Term Deposits were rated A1 and its Baseline Credit Assessment was rated a3 by Moody’s Investors Service. In 2023, the Bank was ranked number 4 among "America’s Most Trustworthy Companies" in the top 10banking industry by Newsweek, and Bank of America's best banksHawai‘i was the only Hawai‘i business listed. Also in 2023, the Bank was ranked number 24 among the "World's Most Trustworthy Companies" in the banking industry worldwide by ForbesNewsweek, and receivedamong the Financial Services Roundtable "Corporate Social Responsibility Leadership Award" list of 1,000 companies in 21 countries, Bank of Hawai‘i is the only Hawai‘i bank listed. Also in 2023, the Bank was named Hawai‘i’s Best Bank by the readers of the Honolulu Star-Advertiser for the 7th13th consecutive year, Hawaii Tribune-Herald for the 8th consecutive year, and West Hawaii Today for the 4th consecutive year. The Bank was also named a top three finalist in the inaugural National Customer Obsessed Enterprise Award from global research firm Forrester in 2023.

Career Highlights

•
•
Mr. Ho has served as Chairman and CEO of the Company since July 2010; President since April 2008; Vice Chair and Chief Banking Officer from January 2006-April 2008; Vice Chair, Investment Services Group from April 2004-December 2005; and Executive Vice President, HawaiiHawai‘i Commercial Banking Group from February 2003-April 2004.
•
•
In 2015,2018, Mr. Ho was elected to serve acompleted his second three-year term on the board of the Federal Reserve Bank of San Francisco.

Other Professional Experience and Community Involvement

•
•
Mr. Ho served as Chairman of the 2011 Asia Pacific Economic Cooperation HawaiiHawai‘i Host Committee and the 2016 National Host Committee for the International Union for Conservation of Nature.
•
Mr. Ho currently serves as vice chairman of the State of Hawai‘i’s House Select Committee on COVID-19 Economic and Financial Preparedness.
•
Mr. Ho is active in the HawaiiHawai‘i community and serves on several boards, including American Red Cross-Hawaii, HawaiiHawai‘i Community Foundation McInerny Foundation, Shane Victorino Foundation,(Chair), the Strong Foundation, the East-West Center, and the Hawaii Bankers Association.Association, and Punahou School. He is a member of the Financial Services Roundtable, the Hawaii Business Roundtable, the Hawaii Asia Pacific Association, the Hawaii Chamber of Commerce-Military Affairs Council Executive Committee,Young Presidents’ Organization, and serves as an Advisory Board member of American Red Cross-Hawaii, Catholic Charities Hawai‘i, Mental Health America of Hawaii.Hawai‘i, and the Travel Industry Management School, Shidler College of Business at the University of Hawai‘i at Mānoa.

Education

•
•
Mr. Ho holds a bachelor of science degree in business administration and an M.B.A. from the University of Southern California. He is also a 2008 graduate of Harvard Business School'sSchool’s Advanced Management Program.

9

Table of Contents

Name

Qualifications

roberthuretbw.jpg
Robert Huret

img208917557_11.jpg 

Michelle E. Hulst

Key Experience and Qualifications

•
•
Mr. Huret has 49 yearsMs. Hulst is President of GumGum where she leads GumGum’s global advertising business and drives the worldwide adoption of GumGum’s platform for the future of digital advertising.
•
Ms. Hulst served as Executive Vice President, Global Data & Strategy, Chief Operating Officer and Chief Data Officer at The Trade Desk, Inc. from July 2020 to July 2022. She oversaw all aspects of The Trade Desk’s operations, including client services, commercial banking, investment bankingenablement, technical account management, data partnerships and private equity investmentthe company’s rapid geographic expansion.
•
Ms. Hulst also served as Group Vice President of Marketing and Strategic Partnerships at Oracle Data Cloud in San Francisco from 2015 to 2020, and was charged with developing business and data partnerships. Her expertise in digital marketing and strategic growth, developing strong alliances, and advancing key relationships are valuable skills as the Bank continues to evolve and innovate in today’s data-driven landscape. Her educational background, professional experience, and has participated in over 100 bank and bank-related mergers, public offerings and joint ventures, with an emphasis on technology companies focused in the financial services industry.
•
Mr. Huret's knowledge of the commercial and investment banking business, his experience in finance and investment activities and his participation in strategic transactions across the financial services spectrum give him a broad and deep perspective on all facets of our business. His background and experiences coupled with his service as Vice Chairman of the Audit & Risk Committee qualifies Mr. Huretskill set qualify her to serve on our Board, the Board.Human Resources & Compensation and Nominating & Corporate Governance Committees.

Career Highlights

•
•
Since 1998, Mr. Huret isPrior to Oracle Data Cloud, Ms. Hulst worked at Datalogix Inc., from 2006 to 2015, where she served as Senior Vice President of Strategic Partnerships and Business Development. During her tenure at Datalogix, Inc., she led the Founding Partnerglobal deal team’s execution of FTV Capital, a multi-stage private equity firm whose limited partners include manypivotal partnerships with companies such as Facebook, Twitter, and Google, which were instrumental in the transformation of the world's foremost financial institutions.
•
He isbusiness. She also Chairmanwas a member of Huret Rothenberg & Co., a private investment firm, and is a directorthe executive team that led the sale of Financial Engines, Inc.
•
Mr. Huret was formerly a senior consultantDatalogix to Montgomery Securities.Oracle.

Other Professional Experience and Community Involvement

•
•
Mr. HuretMs. Hulst also worked at Entertainment Publications, an operating business of IAC/InterActiveCorp, where she held several positions, including Vice President. Ms. Hulst served as Senior Vice President, Financeon the boards of Ad Council, a nonprofit organization that drives the pro bono efforts of the advertising, media and Trust Executive Officer at Bank of Californiatech industries and Vice President of Planning and Mergers and Acquisitions at First Chicago Corporation.Makers, an organization that is dedicated to advancing women in the workplace.
•
He also served as Trustee of Cornell University and San Francisco University High School.

Education

•
•
Mr. Huret received his bachelor of scienceMs. Hulst earned a bachelor’s degree in industrialorganizational psychology from the University of Michigan and labor relationsher M.B.A., with an emphasis in strategy, marketing and entrepreneurship, from Cornell University and his M.B.A. with distinction from Harvard University.Northwestern University’s Kellogg School of Management.


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NameQualifications
kentlucienbw.jpg

img208917557_12.jpg 

Kent T. Lucien

Key Experience and Qualifications

•
•
Mr. Lucien'sLucien’s senior executive experience in major HawaiiHawai‘i businesses and strong finance and accounting background, coupled with his deep knowledge of the Company'sCompany’s finances gained during his tenure with the Company makes him a valuable member of the Board.
•
•
Mr. Lucien was elected to the Board in 2006 and served as Chair of the Audit & Risk Committee prior to becoming the Company'sCompany’s Chief Financial Officer.Officer in 2008.

Career Highlights

•
•
Mr. Lucien assumed the role ofserved as Vice Chair and Chief Strategy Officer infrom March 2017 to executeApril 2020 and executed the bank'sBank’s key strategic initiatives, including the "Branch“Branch of Tomorrow"Tomorrow” modernization project and leveraging information and technology to reshape the delivery of banking services, products and experiences with a customer focus.
•
•
Mr. Lucien served as Vice Chair and Chief Financial Officer of the Company from April 2008 to February 2017.

Other Professional Experience and Community Involvement

•
•
Prior to his employment with the Company, Mr. Lucien served as a Trustee for C. Brewer & Co. Ltd., (a HawaiiHawai‘i corporation engaged in agriculture, real estate and power productionproduction) and also held key executive positions at C. Brewer & Co. Ltd., including Chief Executive Officer of Operations, Controller, and Chief Financial Officer.
•
•
He also worked for Pricewaterhouse Coopers and is a Certified Public Accountant (inactive).
•
•
He servesserved on the boardsboard of Wailuku Water Company LLC and Hawaii Humane Society.LLC.

Education

•
•
Mr. Lucien received his bachelor'sbachelor’s degree from Occidental College and his M.B.A. from Stanford University.

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Name

Qualifications

aliciamoybw.jpg
Alicia E. Moy

img208917557_13.jpg 

Elliot K. Mills

Key Experience and Qualifications

•
Mr. Mills brings an abundance of expertise and insight of Hawai‘i’s local travel industry to Bank of Hawai‘i. His knowledge and leadership from over 25 years in resort management bring a valuable perspective to the Board and make him well qualified to serve on the Board.

Career Highlights

•
Mr. Millsserves as Vice President of Hotel Operations for Disneyland Resort and Aulani, A Disney Resort and Spa. Mr. Mills is responsible for overseeing all operations for the Disneyland Hotel, Disney’s Paradise Pier Hotel and Disney’s Grand Californian Hotel & Spa in Anaheim, California, and Aulani, A Disney Resort & Spa, in Ko Olina on O‘ahu.
•
Mr. Mills had a special focus on advancing Hawaiian culture and values as the focal point for Aulani’s unique hospitality and service experience.

Other Professional Experience and Community Involvement

•
Mr. Mills has held various executive and resort management positions on the islands of O‘ahu, Kaua‘i and Maui at top travel companies, including Hyatt, Marriott and Outrigger. Prior to Disney, he held the positions of General Manager at both Outrigger Hotels & Resorts on O‘ahu and at Kaua‘i Marriott Resort.
•
Mr. Mills serves on a variety of boards, including Hawaii Medical Service Association and Hawai‘i Community Foundation. He also currently serves as chairman of the board for Kamehameha Schools and the Hawai‘i Visitors and Convention Bureau.

Education

•
Mr. Mills holds a degree in business administration with an emphasis in travel industry management from the University of Hawai‘i at Mānoa, and has completed the Cornell Hospitality Management General Managers Program.

img208917557_14.jpg 

Alicia E. Moy

Key Experience and Qualifications

•
Ms. Moy'sMoy’s expertise in utilities and energy has given her a unique and holistic perspective on the integrated nature of Hawaii'sHawai‘i’s energy ecosystem and how it is transforming to meet the state'sstate’s renewable energy and carbon neutrality goals. Given the importance of energy in HawaiiHawai‘i and how it impacts all consumers in the state, Ms. Moy'sMoy’s perspective in this key segment of the markets we serve will bringthe Bank serves brings valuable insights to the Board'sBoard’s deliberations. Her leadership in this industry along with her strong executive background in finance and strategic planning qualify her for service on the Board.

Career Highlights

•
•
Ms. Moy has been President and Chief Executive Officer of Hawai'iHawai‘i Gas since May 2013, which is the state'sstate’s only government-franchised, full-service gas company. Ms. Moy also serves as President of AMF Hawaii Investments Holdings, LLC, formerly MIC Hawaii Holdings, LLC, the parent company of Hawai‘i Gas, as well as several other smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawai‘i.
•
•
From 2001 to 2013, Ms. Moy was Senior Vice President with Macquarie Infrastructure and Real Assets ("MIRA"(“MIRA”), where she oversaw corporate strategy, strategic planning, funding and management of several MIRA-managed utility companies, including Hawai'iHawai‘i Gas.

Other Professional Experience and Community Involvement

•
•
 SheMs. Moy has served as a member of Hawai'i Gas'Hawai‘i Gas’s board of directors since 2011. From 1999-2001, Ms. Moy worked for Morgan Stanley in the Investment Banking division, where she was involved in corporate finance and mergers and acquisitions for private equity clients.
•
•
Ms. Moy is a member of the Hawaii Business Roundtable and the Military Affairs Council. She serves on the boards of Aloha United Way, the Chamber of Commerce of Hawaii, the Western Energy Institute MIC Renewable Energy Holdings, and Hawai'i Workforce Development Council.The Nature Conservancy of Hawai‘i. She also sits on the advisory boardsboard for the Hawaii Clean Energy Initiative and Women in Renewable Energy.Energy and Holomua Collective.

Education

•
•
Ms. Moy holds a bachelor'sbachelor’s degree in finance and marketing from the University of Miami and a master'smaster’s degree in finance from INSEAD.




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Name

Qualifications

NameQualifications
victornicholsbw.jpg

img208917557_15.jpg 

Victor K. Nichols

Key Experience and Qualifications

•
•
Mr. Nichols' 37Nichols’s over 40 years of executive leadership experience and knowledge in both information technology and the financial services industry, as well as his background and expertise in marketing, data analytics and strategic planning, add a valuable global perspective to the Board in understanding the increasingly important role information technology has in the financial services industry. Mr. Nichols'Nichols’s background, and experiences,experience, attributes and skills qualify him to serve on the Board.

Career Highlights

•
•
Since January 1, 2017, Mr. Nichols is the Chairman of Make-A-Wish, International, a not-for-profit foundation providing life changing wishes to ill children in 50 countries outside of the U.S., and has been the Chief Executive Officerheld that position since November 2022.
•
Mr. Nichols served as an independent advisor to Harland Clarke Holdings (aka Vericast); Former Chairman of Harland Clarke Holdings which overseesfrom January to June 2019, and previously served as its Chief Executive Officer from January 2017. As its CEO, Mr. Nichols oversaw Harland Clarke, Scantron, Retail Me Not, and Valassis. He was Chief Executive Officer of Valassis, a leader in intelligent media delivery from April 2015 through December 2016.
•
•
Mr. Nichols previously served as Chief Executive Officer of North AmericanAmerica, Managing Director of EMEA, and President of Global Consumer Services for Experian, the leading global information services company providing data and analytical tools to clients around the world.
•
•
Prior to joining Experian, heMr. Nichols served as Chief Information Officer leading all key technology functions at Wells Fargo & Company.
•
•
Mr. Nichols also was President of Safeguard Business Systems and held senior positions at Bank of America in interstate banking integration, consumer loan services, and operations.
Other Professional Experience and Community Involvement
•
•
Mr. Nichols was past President and founding partner of VICOR, Inc., an advanced technology engineering firm leading business transformation with a concentration in the financial services industry.industry

Other Professional Experience and Community Involvement

•
•
Mr. Nichols was a director of Revlon, Inc. from 2019 until 2023, and served as a member of Revlon’s audit committee and later the restructuring committee. He served as a director of Zovio, an education technology services company (formerly Bridgepoint Education, Inc.) from 2014 to 2022. He served as chairman of Zovio's compensation committee and as a member of its audit committee and the merger and acquisition oversight committee. Mr. Nichols is an advisor to Trusona, a directorpasswordless identity authentication company, and to Shield3 (aka Minty), a member of the audit committee of Bridgepoint Education, Inc. andWeb 3.0 Security start up. He has been an Advisor to Mitek, an identification technology provider, and to Bloom, a global consumer data provider.
•
•
In addition, heMr. Nichols is a past member of the Economics Leadership Council, University of California, San Diego.
•
Mr. NicholsDiego, served on the Leadership Council for UCI Donald Bren School of Information and Computer Sciences, and served on the Dean'sDean’s Advisory Board, University of California, Irvine Merage School.

Education

•
•
Mr. Nichols holds a bachelor of science degree in economics from the University of California, San Diego, and an M.B.A. in finance from the University of California, Berkeley.



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Name

Qualifications

img208917557_16.jpg 

Dana M. Tokioka

NameQualifications
barbaratanabebw.jpg
Barbara J. Tanabe

Key Experience and Qualifications

•
•
Ms. Tanabe has expertise in communicationsTokioka’s strong leadership and issues management with over 30 years ofstrategic experience in public affairs, crisisIT and Finance in the insurance industry, a key segment of the markets we serve, combined with her risk management and broadcast journalism inlegal background bring valuable insights to the Unites StatesBoard’s deliberations at a time of rapidly advancing technologies and Asia.changing business models. Her sensitivityprofessional experiences and unique skill set make her well qualified to public policy matters, the media, and cultural and ethnic diversity in our core market bring insights that inform a wide range of Board deliberations and qualify her for serviceserve on the Board.

Career Highlights

•
•
Ms. Tanabe is OwnerTokioka serves as Vice President of Ho'akea Communications, LLC (a public affairs company) since 2003.Special Projects at Atlas Insurance Agency. Since joining the company in 2010, she has spearheaded and refined numerous initiatives, transforming the business and helping Atlas become recognized as a nationally ranked top 100 independent agency. While at Atlas, she has developed and executed multiple IT initiatives, established financial reporting metrics, and engineered and directed multi-layered risk programs for financial institutions, service-based organizations, construction firms and other business enterprises.
•
•
Prior to Atlas Insurance, Ms. Tokioka practiced both real estate and corporate law in California, representing numerous technology companies and performing due diligence for financings and M&A transactions. She servednegotiated terms and conditions for software, hardware, and consulting agreements and for strategic alliances with U.S. and international corporations. Ms. Tokioka also worked for Booz Allen Hamilton as Presidentan Economic Business Analyst to perform economic and CEO of Hill & Knowlton/Communications Pacificcost analysis for IT systems as well as strategize financial and her own consulting firm, Pacific Century, where she counseled executives and government officials inprogrammatic assessments for the areas of cross-cultural communications, crisis and issues management, and news media management.U.S. Army.
•
As the first Asian-American women journalist in the nation, she pioneered news coverage of issues dealing with ethnic minorities, diversity, and civil rights.

Other Professional Experience and Community Involvement

•
•
Ms. Tanabe co-founded a public policy research firm, Hawaii Institute of Public Affairs, which produced studies resulting in legislation to promote economic development in Hawaii.
•
She is also co-chair and founder of the Hawaii Chapter of Women Corporate Directors, and serves asTokioka was a member of the Board of Directors of Tradewind Capital Group, a Hawai‘i-based investment firm focused on real estate and private equity opportunities and was a board member of IC international, a surplus lines insurance broker.
•
Ms. Tokioka is a dedicated supporter of the Hawai‘i nonprofit community. She currently is the President of the Tradewind Group Foundation, Island Insurance Foundation and Atlas Insurance Agency Foundation, which support over 120 nonprofits annually. She also currently serves on the Board of the Pacific Asian Center for Entrepreneurship at the University of Hawai‘i at Mānoa Shidler College of Business and Hawai‘i Public Radio. She previously served as Chair of the Board of Directors of the YWCA Honolulu and on the boards of Japan-America Society of Hawaii Theatre and Hawaii Imin Shiryo Hozon Kai, a nonprofit focused on sharing the Crown Prince Akihito Scholarship Foundation, The American Judicature Society, and the Pacific Forum.Japanese immigrant experience in Hawai‘i.

Education

•
•
Ms. Tanabe received herTokioka is a graduate of Tufts University with a bachelor of arts degree, cum laude, in communications from the University of Washington and anhistory. She received her M.B.A. from the McDonough School of Business at Georgetown University of Hawai'i.and her Juris Doctor from the Georgetown University Law Center.




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Name

Qualifications

NameQualifications
raymondvarabw.jpg

img208917557_17.jpg 

Raymond P. Vara, Jr.

Key Experience and Qualifications

•
•
Mr. Vara'sVara’s financial and operational background coupled with his senior executive and audit committee experience make him qualified to serve on the Company'sCompany’s Board. His community involvement and leadership of Hawaii'sHawai‘i’s largest health care provider and non-governmental employer also bring a valuable perspective of a key segment of the markets we serve.

Career Highlights

•
Mr. Vara was named Hawaii Business Magazine CEO of the Year 2021.
•
As President and CEO of HawaiiHawai‘i Pacific Health, he oversees Hawaii'sHawai‘i’s largest health care provider comprised of Straub Clinic & Hospital, KapiolaniMedical Center, Kapi‘olani Medical Center for Women & Children, Pali Momi Medical Center, Wilcox Memorial HospitalMedical Center and Kauai Medical Clinic.
•
•
Prior to his appointment to CEO in 2012, heMr. Vara served as its Executive Vice President and Chief Executive Officer of Operations of Hawai‘i Pacific Health since 2004.
•
•
Mr. Vara also served as Chief Financial Officer and Chief Executive Officer for Los Alamos Medical Center in New Mexico, an integrated health care service provider.

Other Professional Experience and Community Involvement

•
•
Prior to joining the private sector, Mr. Vara held various positions in the United States Army, including Controller for the Army'sArmy’s Northwestern Healthcare Network, Deputy Chief Financial Officer of the Madigan Army Medical Center in Tacoma, Washington, and Assistant Administrator and Chief Financial Officer of Bassett Army Community Hospital in Fairbanks, Alaska.
•
•
Mr. Vara is active in the HawaiiHawai‘i community and serves as a director on several boards, including Hawai‘i Executive Collaborative, Island Insurance Company, Ltd., Island Holdings,Tradewind Capital Group, Tradewind Group, Inc., and American Heart Association-National Board, (Treasurer and Chair of the Finance and Operations Committee), Red Cross - Hawaii State Chapter, Blood Bank of Hawaii, MidPacific Institute and Hawaii Pacific University (Chair of Compensation Committee).where he serves as Immediate Past-Chairman.

Education

•
•
Mr. Vara holds a bachelor'sbachelor’s degree in financebusiness administration from HawaiiHawai‘i Pacific University and received his M.B.A. from the University of Alaska.Alaska at Fairbanks.

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Name

Qualifications

robertwobw.jpg
Robert W. Wo

img208917557_18.jpg 

Suzanne P. Vares-Lum

Key Experience and Qualifications

•
Ms. Vares-Lum is a retired Major General in the U.S. Army. She joined the Board in 2023, and her decades of executive leadership and planning experience qualify her to serve on our Board.

Career Highlights

•
Ms. Vares-Lum has served as President of the East-West Center since January 2022. She is the first woman and Native Hawaiian to be chosen for this role since the Center’s establishment in 1960. In 2022, she launched a new strategic plan that advances the Center’s mission to promote understanding and relationships among people and nations of the U.S., Asia and Pacific through cooperative study, research and dialogue.
•
Ms. Vares-Lum formed Vares-Lum Indo-Pacific Consulting, LLC to provide consulting and advising on regional issues. She is an advocate for education and building bridges across the Indo-Pacific, and has led collaborative initiatives in the region.
•
As a retired Major General with 34 years of service, Ms. Vares-Lum has held key roles addressing priority national security challenges in the region, with over five years serving with and advising the most senior officials at U.S. Indo-Pacific Command, where she cultivated and maintained key relationships with nations throughout the Indo-Pacific region.

Other Professional Experience and Community Involvement

•
As a community leader, Ms. Vares-Lum serves on a variety of nonprofit boards, including the American Red Cross Pacific Islands Region, Pacific and Asian Affairs Council, and the Pacific International Center for High Technology Research.
•
Ms. Vares-Lum is a current member of the U.S.-Japan Council and has also served on committees that promote Hawai‘i’s economic diversification, workforce development, and community dialogue on issues regarding land and water.
•
In addition to her military and community awards, she is the recipient of the 2023 Girl Scouts of Hawai‘i Women of Distinction Award, and a 2017 Ellis Island Medal of Honor Awardee.

Education

•
Ms. Vares-Lum received her Bachelor of Arts degree in Journalism in 1989 and her Master of Education in Teaching in 1996 from the University of Hawai‘i at Mānoa. As a graduate of the U.S. Army War College, she earned a Master of Strategic Studies degree in 2011. In 2019, she became a National Security Fellow of the Maxwell School of Citizenship and Public Affairs at Syracuse University. She is also an alumna of the Daniel K. Inouye Asia-Pacific Center for Security Studies.

img208917557_19.jpg 

Robert W. Wo

Key Experience and Qualifications

•
As Owner and Director of C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984, Mr. Wo has led this third-generation family-owned and operated business to become Hawaii'sHawai‘i’s largest furniture retailer, ranking it among the Top 250 companies in the State of HawaiiHawai‘i and among the Top 100 furniture retailers in the nation. Mr. Wo'sWo’s knowledge and experience in operating a business in the Company'sCompany’s core market as a major employer in the State and deep involvement in the community qualify him for service on the Board and as Chair of the Human Resources & Compensation Committee.

Career Highlights

•
•
Mr. Wo ishas been the Owner and Director of C.S. Wo & Sons, Ltd. since 1984.
•
Mr. Wo is a member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawaii.

Other Professional Experience and Community Involvement

•
•
Mr. Wo is active in the community, having served on the boards of Aloha United Way, Junior Achievement of Hawaii, andRotary Club of Honolulu, Retail Merchants of Hawaii.Hawaii, and Hawaii Medical Service Association. He currently serves on the boards of Hawaii Medical Service Association, Assets School and Iolani‘Iolani School.
•
Mr. Wo is a past member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawai‘i, and continues to serve on its Education Committee.

Education

•
•
Mr. Wo received his bachelor'sbachelor’s degree in economics from Stanford University and earned his M.B.A. from Harvard Business School.



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BENEFICIAL OWNERSHIP

At the close of business on January 31, 2018,2024, Bank of HawaiiHawai‘i Corporation had 42,433,34539,821,950 shares of its common stock outstanding. As of January 31, 2018, this2024, the following table shows the amount of Bank of HawaiiHawai‘i Corporation common stock owned by (i) each person or entity who is known by us to beneficially own more than five percent of Bank of HawaiiHawai‘i Corporation’s common stock; (ii) each current director and director nominee, (iii) each of the executive officers named in the Summary Compensation Table (the “named executive officers”), and (iv) all of our directors and executive officers as a group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of common stock beneficially owned. Share ownership has been computed in accordance with SEC rules and does not necessarily indicate beneficial ownership for any other purpose.

Name

Number of
Shares
Beneficially
Owned

 

Right to
Acquire
Within
60 Days

 

Total

 

Percent of
Outstanding
Shares as of
January 31,
2024

 

More than Five Percent Beneficial Ownership

 

 

 

 

 

 

 

 

 

BlackRock, Inc.
   50 Hudson Yards
   New York, New York 10055

5,742,226

(1)

 

—

 

5,742,226

 

14.40%

 

The Vanguard Group
   100 Vanguard Blvd.
   Malvern, Pennsylvania 19355

4,650,102

(2)

 

—

 

4,650,102

 

11.70%

 

State Street Corporation
   1 Congress Street, Suite 1
   Boston, Massachusetts 02114-2016

2,363,909

(3)

 

—

 

2,363,909

 

5.95%

 

Kayne Anderson Rudnick Investment Management LLC
    2000 Avenue of the Stars, Suite 1100
    Los Angeles, California 90067

2,056,495

(4)

 

—

 

2,056,495

 

5.17%

 

 

 

 

 

 

 

 

 

 

 

Current Directors and Director Nominees

 

 

 

 

 

 

 

 

 

S. Haunani Apoliona

38,572

(5)

 

—

 

38,572

 

*

 

Mark A. Burak

13,701

(5)

 

—

 

13,701

 

*

 

John C. Erickson

8,382

(5)(6)

 

—

 

8,382

 

*

 

Joshua D. Feldman

5,987

(5)

 

—

 

5,987

 

*

 

Michelle E. Hulst

4,586

(5)

 

—

 

4,586

 

*

 

Kent T. Lucien

42,030

(5)(6)(7)

 

—

 

42,030

 

*

 

Elliot K. Mills

3,180

(5)

 

—

 

3,180

 

*

 

Alicia E. Moy

10,482

(5)

 

—

 

10,482

 

*

 

Victor K. Nichols

28,124

(5)

 

—

 

28,124

 

*

 

Barbara J. Tanabe

34,088

(5)

 

—

 

34,088

 

*

 

Dana M. Tokioka

4,410

(5)

 

—

 

4,410

 

*

 

Raymond P. Vara, Jr.

9,878

(5)

 

—

 

9,878

 

*

 

Suzanne P. Vares-Lum

1,525

(5)

 

 

 

1,525

 

*

 

Robert W. Wo

82,890

(5)(6)

 

—

 

82,890

 

*

 

 

 

 

 

 

 

 

 

 

 

Named Executive Officers

 

 

 

 

 

 

 

 

 

Peter S. Ho (also Director Nominee)

290,994

 

 

—

 

290,994

 

*

 

Dean Y. Shigemura

70,945

(6)

 

—

 

70,945

 

*

 

Marco A. Abbruzzese

13,735

 

 

—

 

13,735

 

*

 

Matthew K.M. Emerson

23,572

 

 

—

 

23,572

 

*

 

S. Bradley Shairson

29,291

 

 

—

 

29,291

 

*

 

All current directors, director nominees, and executive officers as a group (24 persons)

983,032

 

 

—

 

983,032

 

2.47%

 

* Each of the current directors, director nominees, and named executive officers beneficially owned less than one percent of Bank of
    Hawai‘i Corporation’s outstanding common stock as of January 31, 2024.

Name Number of
Shares
Beneficially
Owned		 Right to
Acquire
Within
60 Days		 Total Percent of
Outstanding
Shares as of
January 31,
2018
More than Five Percent Beneficial Ownership       
BlackRock, Inc.
     55 East 52nd Street
     New York, New York 10055
 5,798,907
(1) —
 5,798,907
 13.70%
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355		 3,741,376
(2) —
 3,741,376
 8.80%
Neuberger Berman Group LLC
 1290 Avenue of the Americas
New York, New York 10104		 2,748,020
(3) —
 2,748,020
 6.47%
          
Current Directors and Director Nominees       
S. Haunani Apoliona 24,549
(4) —
 24,549
 *
Mary G. F. Bitterman 40,072
(4)(5) —
 40,072
 *
Mark A. Burak 8,297
(4) —
 8,297
 *
Michael J. Chun (not standing for re-election) 23,731
(4)(5) —
 23,731
 *
Clinton R. Churchill 26,032
(4)(5)(6) —
 26,032
 *
Robert Huret 46,685
(4) —
 46,685
 *
Alicia E. Moy 748
(4) —
 748
 *
Victor K. Nichols 6,181
(4) —
 6,181
 *
Barbara J. Tanabe 19,317
(4) —
 19,317
 *
Raymond P. Vara, Jr. 4,344
(4) —
 4,344
 *
Robert W. Wo 56,693
(4)(5) —
 56,693
 *
          
Named Executive Officers      

  
Peter S. Ho (also Director Nominee) 156,596
  46,666
 203,262
 *
Kent T. Lucien (also Director Nominee) 48,475
(5)(7) 15,000
 63,475
 *
Dean Y. Shigemura 30,404
(5) 23,333
 53,737
 *
Wayne Y. Hamano 34,432
(5) —
 34,432
 *
Mark A. Rossi 54,413
(5)(8) —
 54,413
 *
Mary E. Sellers 62,074
(5) 30,000
 92,074
 *
All current directors, director nominees, and executive officers as a group (21 persons) 723,873
  140,831
 864,704
 2.04%
          
* Each of the current directors, director nominees, and named executive officers beneficially owned less than one percent of Bank of
    Hawaii Corporation's outstanding common stock as of January 31, 2018.
(1)According to its Schedule 13G filed with the SEC on January 19, 2018, BlackRock, Inc. is a parent holding company or control person and may be deemed to have beneficial ownership as of December 31, 2017 of 5,798,907 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares except subsidiary BlackRock Fund Advisors. According to the same filing, BlackRock, Inc. has sole power to vote or to direct the vote over 5,638,922 of those shares and sole power to dispose or to direct the disposition of 5,798,907 shares.




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(1)
According to its Schedule 13G/A filed with the SEC on January 23, 2024, BlackRock, Inc. is a parent holding company or control person and may be deemed to have beneficial ownership as of December 31, 2023 of 5,742,226 shares of Bank of Hawai‘i Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares except subsidiary BlackRock Fund Advisors. According to the same filing, BlackRock, Inc. has sole power to vote or to direct the vote over 5,665,388 of those shares and sole power to dispose or to direct the disposition of 5,742,226 shares.

(2)
According to its Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group is an investment adviser and its subsidiaries may be deemed to have beneficial ownership as of December 31, 2023, of 4,650,102 shares of Bank of Hawai‘i Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, The Vanguard Group has shared power to vote or to direct the vote over 26,035 of those shares, sole power to dispose or to direct the disposition of 4,582,464 shares, and shared power to dispose or to direct the disposition of 67,638 shares.
(2)According to its Schedule 13G filed with the SEC on February 12, 2018, The Vanguard Group is an investment adviser and its subsidiaries may be deemed to have beneficial ownership as of December 31, 2017 of 3,741,376 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, The Vanguard Group has sole power to vote or to direct the vote over 22,734 of those shares, sole power to dispose or to direct the disposition of 3,717,803 shares, shared power to vote or to direct the vote over 4,400 shares and shared power to dispose or to direct the disposition of 23,573 shares.
(3)According to its Schedule 13G filed with the SEC on February 15, 2018, Neuberger Berman Group LLC is a parent holding company or control person and its affiliates may be deemed to have beneficial ownership as of December 31, 2017 of 2,748,020 shares of Bank of Hawaii Corporation common stock by its clients, none known to have more than five percent of outstanding shares. According to the same filing, Neuberger Berman Group LLC has shared power to vote or to direct the vote of 2,727,800 of those shares and shared power to dispose or to direct the disposition of 2,748,020 shares.
(4)Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 14,305 shares; Dr. Bitterman, 645 shares; Mr. Burak, 645 shares; Dr. Chun, 19,445 shares; Mr. Churchill, 19,445 shares; Mr. Huret, 645 shares; Ms. Moy, 645 shares; Mr. Nichols, 645 shares; Ms. Tanabe, 645 shares; Mr. Vara, 645 shares; and Mr. Wo, 19,445 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Huret, 23,381 shares; Nichols, 3,203 shares; and Wo, 16,614 shares; and Mmes. Apoliona, 4,583 shares and Tanabe, 10,231 shares.
(5)Includes shares held individually or jointly by family members as to which the specified director or officer may be deemed to have shared voting or investment power as follows: Dr. Bitterman, 7,144 shares; Dr. Chun, 2,286 shares; Mr. Churchill, 3,025 shares; Mr. Wo, 10,274 shares; Mr. Lucien, 5,500 shares; Mr. Hamano, 580 shares; Mr. Rossi, 37,470 shares; Ms. Sellers, 43,940 shares; and Mr. Shigemura, 19,011 shares.
(6)Includes 500 shares held in an Individual Retirement Account.
(7)Includes 1,000 shares held in a Keogh account.
(8)Includes 1,904 shares held in an Individual Retirement Account.


(3)
According to its Schedule 13G filed with the SEC on January 24, 2024, State Street Corporation is a parent holding company and may be deemed to have beneficial ownership as of December 31, 2023 of 2,363,909 shares of Bank of Hawai‘i Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, State Street Corporation has shared power to vote or to direct the vote over 2,363,909 of those shares and shared power to dispose or to direct the disposition of 2,363,909 shares.
(4)

According to its Schedule 13G/A filed with the SEC on February 13, 2024, Kayne Anderson Rudnick Investment Management LLC is an investment adviser and may be deemed to have beneficial ownership as of December 31, 2023, of 2,056,495 shares of Bank of Hawai‘i Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, Kayne Anderson Rudnick Investment Management LLC has sole power to vote or to direct the vote over 1,570,926 of those shares, shared power to vote or to direct the vote of 485,569 of those shares, sole power to dispose or to direct the disposition of 1,756,637 shares and shared power to dispose or to direct the disposition of 485,569 shares.

(5)
Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 15,002 shares; Mr. Burak, 1,342 shares; Mr. Erickson, 1,342 shares; Mr. Feldman, 1,342 shares; Ms. Hulst,1,342 shares; Mr. Lucien, 1,342 shares; Mr. Mills, 1,342 shares; Ms. Moy, 1,342 shares; Mr. Nichols, 1,342 shares; Ms. Tanabe, 1,342 shares; Ms. Tokioka, 1,342 shares; Mr. Vara, 1,342 shares; Ms. Vares-Lum, 1,525 shares and Mr. Wo, 20,142 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Mills, 587 shares; Nichols, 12,987 shares and Wo, 29,284 shares; and Mmes. Apoliona, 13,072 shares and Tanabe, 15,629 shares.
15(6)
Includes shares held individually or jointly by family members as to which the specified director or officer may be deemed to have shared voting or investment power as follows: Mr. Erickson, 3,315 shares; Mr. Lucien, 6,500 shares; Mr. Wo, 11,767 shares; Ms. Sellers, 59,743 shares; Mr. Polk, 27,522 shares, and Mr. Shigemura, 34,164 shares.
(7)
Includes 1,000 shares held in a Keogh account.

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SOUND ENVIRONMENTAL, SOCIAL, AND GOVERNANCE LEADERSHIP

The Company is dedicated to making corporate social responsibility a part of everything we do in the communities we serve, including how we manage and develop our people, the products and services we offer, and the investments we make in creating a sustainable and resilient economy in our communities. The Company’s Environmental, Social and Governance (“ESG”) Committee is a cross-functional team of senior executives representing Corporate Communications, Community & Employee Engagement, Philanthropy, Real Estate & Facilities, Banking, People Services, Investor Relations, Legal, Risk and Vendor Management, and all aspects of our revenue generating businesses. The ESG Committee reports to the Nominating and Corporate Governance Committee of the Board. Senior management and the Board remain committed to being a leader among Hawai‘i’s corporate citizens by fostering an effective and efficient risk and control environment that includes an emphasis on an ethically driven culture, sustainable growth, and an ongoing investment in our employees and our community. The Company publishes an annual ESG Report, which adheres to the Sustainability Accounting Standards Board (“SASB”) framework.

The Company’s Code of Business Conduct and Ethics drives a workplace and workforce that embraces the highest ethical and moral standards. We maintain strong and confidential reporting processes and procedures that support an open and honest environment in an effort to ensure that the highest principles of integrity and inclusion are maintained.

The Company believes that a diverse and inclusive workforce fosters an environment where everyone can thrive and be successful. As of December 31, 2023, approximately 87% of the Company’s workforce are ethnically diverse (non-Caucasian) and approximately 63% are female, including 43% and 60% of our senior leaders and managers, respectively. In addition, we conduct an external pay equity study periodically to ensure that a gender pay gap does not exist.

COMMITMENT TO EFFECTIVE CORPORATE GOVERNANCE

The Company is committed to effective corporate governance practices that enhance and protect shareholder rights. As of December 31, 2023, the following corporate governance practices were in place:

•
Annually elected directors

•
Majority voting in director elections with a plurality carve out in the case of contested elections and a director resignation policy
CORPORATE GOVERNANCE•
Independent directors comprise 93% (14) of the Board and 100% of key committees
•
40% of directors are women (6)
•
53% of directors are ethnically diverse (8)
•
Ongoing director refreshment with 6 new directors added in the past 5 years
•
The directors are subject to Company stock ownership guidelines equal to 5 times the director annual cash retainer
•
Directors actively participate in continuing education programs on corporate governance and related issues
•
Each director attended at least 75% of the Board and the director’s assigned committee meetings
•
The Company has adopted an annual frequency for the Say-on-Pay vote
•
The Company participates in robust shareholder outreach activities
•
The Company supports a whistleblower policy and program
•
The Company maintains a clawback policy
•
No poison pill has been adopted

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Corporate Governance Guidelines

The Company and the Board have adopted Corporate Governance Guidelines (“Governance Guidelines”). The Governance Guidelines are posted on the Investor Relations page of the Company'sCompany’s website at www.boh.com. The Governance Guidelines address director qualification and independence standards, responsibilities of the Board, access to management independence standards and access to independent advisors, compensation, orientation and continuing education, Board committees, Chief Executive Officer (“CEO”) evaluation, management succession, Code of Business Conduct and Ethics, shareholder communications to the Board and the Board’s annual performance evaluation.

The Company’s leadership structure includes both a combined Chairman and CEO and a separate Lead Independent Director. At this time, the Board believes that it is in the best interests of the Company to have a single individual serve as Chairman and CEO to control and implement the short- and long-term strategies of the Company. The Board believes that this joint position provides it with the ability to perform its oversight role over management with the benefit of a management perspective as to the Company’s business strategy and all other aspects of the business. With its Lead Independent Director, this governance structure also provides a form of leadership that allows the Board to function distinct from management, capable of objective judgment regarding management’s performance, and enables the Board to fulfill its duties effectively and efficiently. The Company’s leadership structure promotes the objectivity of the Board’s decisions and its role in reviewing the performance of management. Through its leadership and governance processes the Company seeks to establish a governance structure that provides both oversight and guidance by the Board to management regarding strategic planning, risk assessment and management, and corporate performance.

The Company’s Lead Independent Director is appointed by the Board and the current Lead Independent Director, Dr. Mary G. F. Bitterman, has servedMr. Raymond P. Vara, Jr., was appointed in this position since 1999.April 2020. The Company’s Governance Guidelines clearly define the Lead Independent Director’s role and duties which include, but are not limited to, serving as ChairmanChair of the Company’s Nominating & Corporate Governance Committee, presiding over regularly scheduled executive sessions of the non-management directors, serving as a liaison between the non-management directors and executive management, and assisting the Board and executive management to ensure compliance with the Governance Guidelines.

The Company's Nominating & Corporate Governance CommitteeBoard has determined that each11 of the 11 current non-management directors,director nominees for the 2024 Annual Meeting of Shareholders, including the Lead Independent Director, are “independent” as defined by the NYSE rules. The non-management directors meet in executive session without management in attendance for regularly scheduled meetings. The non-management directors may also meet in executive session each time the full Board convenes for a meeting. In 2017,2023, the non-management directors met five times in executive session. The Lead Independent Director also meets regularly on an individual basis with members of the Company’s executive management team.

Director Qualifications and Nomination Process

The Nominating & Corporate Governance Committee is responsible for identifying and assessing all director candidates and recommending nominees to the Board. Potential nominees are evaluated based on their independence, within the meaning of the Governance Guidelines and the rules of the NYSE. Candidates to be nominated as a director, including those submitted by shareholders, are selected based on, among other criteria, their integrity, informed judgment, financial literacy, high performance standards, accomplishments and reputation in the community, experience, skill sets, and ability to commit adequate time to Board and committee matters and to act on behalf of shareholders. The criteria also include a determination of the needs of the Board and of the interplay between each individual’s personal qualities and characteristics and those of the other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders. In addition, Board members are expected to participate in continuing education and training opportunities to stay current on corporate governance, industry trends and issues and to enhance their understanding of the Company’s business.

The objective of the Nominating & Corporate Governance Committee is to present a combination of candidates that will result in a Board with a wide range of skills, expertise, industry knowledge, viewpoints, and backgrounds, with business and community contacts relevant to the Company’s business. To accomplish this, the Nominating & Corporate Governance Committee seeks candidates from different age groups, ethnicities, genders, industries, and experiences, in addition to the criteria described above. The Board includes directors with experience in public corporations, not-for-profitnonprofit organizations, and entrepreneurial individuals who have successfully run their own private enterprises. The Board also has the broad set of



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skills necessary for providing oversight to a financial institution, which includes proven leadership and expertise in finance, accounting, information technology, risk management, lending, investment management, digital marketing, data analytics and communications. A shareholder may submit a candidate for consideration by the Board to be included in the Board’s slate of director nominees. Candidates proposed by shareholders will be evaluated by the Nominating & Corporate Governance Committee under the same criteria that are applied to other candidates. The criteria are set forth above and in the Company’s Bylaws and Governance Guidelines. Candidates to be considered for nomination by the Nominating & Corporate Governance Committee at the 20192024 Annual Meeting of Shareholders must behave been presented in writing to the Corporate Secretary on or before November 16, 201818, 2023, at 130 Merchant Street, Honolulu, HawaiiHawai‘i 96813.

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Director Experience, Tenure, Diversity and Refreshment

The Board maintains a unique balance of experience, tenure, diversity, cultural and local market knowledge and broad subject matter expertise. While our longer-tenured directors carry a wealth of experience and deep understanding of the Company and our industry, the Board embraces the need for fresh perspectives and is committed to continued director refreshment. Since 2009,2019, the Board has added fivesix new directors. Three of the current directors with targeted and diverse areas of expertise. In additionwill retire at the 2024 Annual Meeting due to the Company's proactive refreshment activities, the Company anticipates that it will experience four director retirements over the next three years as a result of certain directors reaching the mandatory retirement age, of 75.and the remaining 12 current directors were nominated to stand for re-election at the 2024 Annual Meeting. The Board is actively engaged in identifying future knowledge requirements and matching those requirements with potential director candidates possessing the desired personality and skill sets.

Likewise, the Board employs a balanced approach to populating Board Committees. This refreshment strategy results in a membership that maintains new and contemporary perspectives, ideas and approaches, with the appointment of Ms. Moy to the Human Resources & Compensation Committee in February 2017 and the appointment of Mr. Burak as chair of the Audit and Risk Committee in April, 2017.
approaches.

Board and Committee Evaluations

The Nominating & Corporate Governance Committee leads and oversees the annual evaluation of the Board and Board committees. The annual evaluation includes an individual director self-assessment and an independent third party hosted survey to determine whether the Board and its committees are functioning effectively. The Nominating & Corporate Governance Committee establishes the evaluation criteria, oversees the evaluation process, discusses the results with the Board, and implements any changes that emerge from the evaluations that the Board deems appropriate to enhance Board effectiveness.

An independent consultant provides assistance with the design of the online survey instrument and administers the survey on behalf of the Nominating & Corporate Governance Committee, thereby assuring anonymity of participant responses through a secure, encrypted website. A written report of total sample data, as well as data for the Board committees, is prepared by the consultant, analyzing the closed-end questions and includesincluding the verbatim comments offered by directors at the close of each section of the survey that may provide recommendations for improvement. The report also tracks current data against results from previous surveys, where comparable.


The Nominating & Corporate Governance Committee, through the same third party, distributes a survey to executive management for feedback concerning how the Board and its committees can enhance their effectiveness.

Majority Voting

The Company'sCompany’s Bylaws and Governance Guidelines provide for majority voting in uncontested elections and a resignation process in the event a director nominee does not obtain a majority of votes cast. The resignation process provides the Board with discretion to accept or reject a tendered resignation if a majority vote is not obtained. If the tendered resignation is not accepted by the Board, the Board shall not nominate such director to stand for re-election at the next annual meeting of shareholders.

Communication with Directors

Shareholders and any interested parties may communicate with the Board, non-management directors, or the Lead Independent Director by sending correspondence c/o the Company’s Corporate Secretary, 130 Merchant Street, Honolulu, HawaiiHawai‘i 96813. All appropriate communications received will be forwarded to the Board, non-management directors or the Lead Independent Director as addressed.



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Code of Business Conduct and Ethics

The Company has earned its reputation as a respected leader in the communities it serves and in the financial services industry by conducting business in an ethical, responsible and professional manner. The Company is proud of the high standards of quality and service that have been its hallmark through the years. These qualities represent fundamental business practices and apply to all directors, officers and employees.

The Company and the Board have adopted a Code of Business Conduct and Ethics (the "Code"“Code”) for directors, executive officers (including the Company's chief executive officer, chief financial officer, chief accounting officerCompany’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and controller)Controller) and employees that isare posted on the Investor Relations page of the Company’s website at www.boh.com. The Code addresses the professional, honest and candidethical conduct required of each director, officer and employee;employee, conflicts of interest, disclosure process, compliance with laws, rules and regulations (including securities trading);, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets;assets, and encourages the reporting of any illegal or unethical behavior.behavior through robust reporting protocols and whistleblower protections. The Company also maintains a whistleblower and anti-retaliation policy and encourages conduct reporting through several designated channels, including the Chair of the Audit & Risk Committee, Chief Ethics Officer, General Counsel and a third party hosted anonymous alert line. A waiver of any provision of the Code may be made only by the Audit & Risk Committee of the Board and must be promptly disclosed as required by SEC and NYSE rules. The Company will disclose any such waivers, as well as any amendments to the Code, on the Company’s website at www.boh.com.

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Policy Prohibiting Hedging and Pledging of Company Stock

The Company'sCompany’s Securities Trading Policy (the "Policy"“Policy”) specifically prohibits directors and employees from hedging the risk associated with the ownership of Bank of Hawaii Corporation'sHawai‘i Corporation’s common stock. The Policy also prohibits directors and employees from pledging transactions involving Bank of HawaiiHawai‘i Corporation common stock as collateral, including the use of a traditional margin account with a broker-dealer.

Director Independence

The Board is comprised of a majority of independent directors as defined by the NYSE listing standards. In affirmatively determining that a director is independent of the Company’s management and has no material relationship with the Company, either directly or indirectly as a partner, shareholder, or officer of an organization that has a relationship with the Company, the Board applies the following categorical standards, in addition to such other factors as the Board deems appropriate:

a)In no event shall a director be considered independent if the director is an employee, or a member of the director’s immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman of the Board, CEO,

a)
In no event shall a director be considered independent if the director is an employee, or a member of the director’s immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman of the Board, Chief Executive Officer, Chief Financial Officer ("CFO") or other executive officer shall not disqualify a director from being considered independent following that employment.
b)In no event shall a director be considered independent if the director receives, or a member of the director’s immediate family who serves as an executive officer of the Company receives more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). A director may not be considered independent until three years after ceasing to receive such compensation.
c)In no event shall a director be considered independent if the director is a current partner or employee of the Company’s internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company’s audit; or was a partner or employee of such a firm and personally worked on the Company’s audit within the last three years.
d)In no event shall a director be considered independent if the director is employed, or a member of the director’s immediate family is employed, as an executive officer of another company where any of the Company’s present executives serves on that company’s compensation committee until three years after the end of such service or employment relationship.



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b)
In no event shall a director be considered independent if the director receives, or a member of the director’s immediate family who serves as an executive officer of the Company receives more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). A director may not be considered independent until three years after ceasing to receive such compensation.
e)In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services rendered in an amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues for such year, until three years after falling below such threshold.
f)A director will not fail to be deemed independent solely as a result of the director’s and the director’s immediate family members’, or a director’s affiliated entities, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable laws, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features.
g)Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors’ fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).
h)Human Resources & Compensation Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company, and shall otherwise meet the independence criteria of Section 10C of the Securities Exchange Act of 1934, as amended. Human Resources & Compensation Committee members may receive directors' fees or other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).
i)If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board’s judgment material, and therefore whether the affected director is independent.
c)
In no event shall a director be considered independent if the director is a current partner or employee of the Company’s internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company’s audit; or was a partner or employee of such a firm and personally worked on the Company’s audit within the last three years.
d)
In no event shall a director be considered independent if the director is employed, or a member of the director’s immediate family is employed, as an executive officer of another company where any of the Company’s present executives serves on that company’s compensation committee until three years after the end of such service or employment relationship.
e)
In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services rendered in an amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues for such year, until three years after falling below such threshold.
f)
A director will not fail to be deemed independent solely as a result of the director’s and the director’s immediate family members’, or a director’s affiliated entities, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable laws, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features.
g)
Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors’ fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).
h)
Human Resources & Compensation Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company, and shall otherwise meet the independence criteria of Rule 10C-1 under the Securities Exchange Act of 1934, as amended. Human Resources & Compensation Committee members may receive directors’ fees or other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).
i)
If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board’s judgment material, and therefore whether the affected director is independent.

For purposes of these independence standards, an “immediate family member” includes the director’s spouse, parents, children, siblings, mothersmothers- and fathers-in-law, sonssons- and daughters-in-law, brothersbrothers- and sisters-in-law, and anyone (other than a domestic employee) who shares the director’s home.

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The following 1011 director nominees standing for re-electionelection have been determined by the Board to be independent: Messrs. Burak, Churchill, Huret,Erickson, Feldman, Lucien, Mills, Nichols, Vara, and Wo, and Mmes. Apoliona, Bitterman,Hulst, Moy, Tokioka, and Tanabe,Vares-Lum, and accordingly, the Board has a majority of independent directors as defined by the listing standards of the NYSE and the Governance Guidelines. All of the committeesThe Audit & Risk, Human Resources & Compensation, and Nominating & Corporate Governance Committees are each composed entirely of independent directors who also meet applicable committee independence standards. Mr. Ho is the Chairman, CEO and President of the Company and is therefore not independent. Mr. Lucien is the Vice Chair and Chief Strategy Officer of the Company and is therefore not independent.

Human Resources & Compensation Committee Interlocks and Insider Participation

No member of the Human Resources & Compensation Committee during fiscal year 20172023 served as an officer, former officer, or employee of the Company or had a relationship that was required to be disclosed under “Certain Relationships and Related Transactions.” Further, during 2017,2023, no executive officer of the Company served as:

•
A member of the Human Resources & Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Human Resources & Compensation Committee; or
•
A director of any other entity, one of whose executive officers or their immediate family member served on our Human Resources & Compensation Committee.


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Environmental, Social and Governance Responsibility

Our corporate responsibility efforts include the economic, social and environmental choices Bank of Hawaii makes as an enterprise. These choices affect the lives of the bank’s shareholders, customers and employees, and their respective communities. Bank of Hawaii is committed to strengthening the communities it serves through its investments, charitable contributions and community service, and recognizes that a commitment to economic, social and environmental responsibility is an integral element to the Company’s success. In recognition of its efforts, Bank of Hawaii has been the recipient of the Financial Services Roundtable’s Corporate Social Responsibility Leadership Award for the past seven years.

Environmental Contributions
•Supporting Renewable Resources: Bank of Hawaii continues its program to improve and conserve the energy profile of its facilities and branches. In the past few years, branches on Oahu, Maui and the Big Island, as well as its corporate headquarters and other main facilities, have been upgraded with roof-mounted photovoltaic solar panels reducing the utility-provided energy consumption by 15 percent. Bank of Hawaii is committed to installing similar systems at all newly constructed branches, where possible, including the new Manoa and Pearlridge branches on Oahu. These two branches alone, which re-opened in December and January respectively, will have 128 PV panels, providing an estimated 66,000 kwh savings per year.

•Innovative Designs: All new and renovated branches, as well as renovated floors within the corporate headquarters are being designed with LED lighting and programmable controls, high efficiency HVAC controls and VAV air distribution systems. The new branches make more efficient use of space with increased customer support through innovative cash recycling machines at the tellers, use of portable computing platforms to allow the tellers to reach out directly with customers and reduce long waiting lines, upgraded ATMs that allow direct deposit of cash and checks along with simplified transaction handling. Staff lunch rooms are being outfitted with point-of-use hot water dispensers to replace water heaters, microwave ovens to replace stoves and cook-tops, as well as large-screen LED monitors that allow for remote, online meetings and training sessions, which reduce staff travel and down-time.

•Reducing Paper Usage: Reducing the amount of paper in the workflow process is a recent high-priority program within the organization as we strive to optimally operate and function in the 21st century electronic and digital based environment. As part of an overall “office transformation” initiative, we anticipate this sustainability effort will have both efficiency and cost-reduction benefits.

Social Contributions
•Supporting the “Unbanked” and “Underbanked:” Launched in April 2015, Bank of Hawaii was the first local bank to offer an alternative to traditional checking accounts in the state of Hawaii. EASE by Bank of Hawaii combines convenience and access, is FDIC insured and is among the lowest-fee bank accounts in the U.S. With no checks to bounce, customers do not incur overdraft fees. Customers are also given a free Visa debit card and free access to 387 Bank of Hawaii ATMs, do not have direct deposit requirements or monthly service fees for online statements, and are allowed an initial opening balance of $25. They also receive free 24/7 Bankoh by Phone, mobile banking and eBankoh online banking. We continue to see strong demand for our EASE product, and are glad to meet the needs of all our customers.

•Outstanding Commitment to Community Support: Bank of Hawaii, its Foundation and employees contributed approximately $2.8 million to community and philanthropic causes in 2017. In addition, Bank of Hawaii employees recorded more than 16,100 volunteer hours and participated in 359 community events during the course of the year.
•HIKI NÔ: Bank of Hawaii Foundation continued its support of PBS Hawaii’s HIKI NÔ, the groundbreaking student news program and statewide digital media learning initiative, in 2017. Since the inception of the program in 2011, Bank of Hawaii Foundation has provided $600,000 in grants, recognizing HIKI NO’s potential to help close the achievement gap in schools and equip students for the future workforce. Middle and high school students participate in HIKI NO from more than 80 public, private and charter schools to tell the stories of their diverse communities.

•Ongoing Employee Recognition and Support: Continuing its ongoing efforts to provide employees with enhanced recognition and benefits, Bank of Hawaii was the first local bank to share with its non-senior officer employees the benefits of the Tax Cuts and Jobs Act of 2017 by paying a one-time $1,000 cash bonus on December 28, 2017 and increasing its minimum hourly rate of pay from $12 to $15 per hour, effective January 1, 2018.



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•Employees’ Children Scholarship Fund: For the 2017-2018 academic year, Bank of Hawaii Foundation supported 30 college scholarships totaling $105,000 for children and grandchildren of Bank of Hawaii employees. BOH Foundation provides funding to Hawaii Community Foundation, which administers the scholarships. Since 2014, Bank of Hawaii Foundation has provided $435,000 to fund 123 college scholarships.

•College Assistance Program: Education is a catalyst that enables employees to shape their mind and spirit. In 2016, Bank of Hawaii launched its College Assistance Program (CAP) to give employees who are striving to obtain their first four-year bachelor’s degree access to a college education and tuition reimbursement. This program provides a unique opportunity for employees to earn their bachelor’s degree through Chaminade University of Honolulu’s Professional and Continuing Education (PACE) online program. PACE offers employees the convenience and flexibility to study where and when it’s most comfortable for them and the option to choose from a variety of select majors, whether or not they relate to their current job. We started with three participants in the inaugural term of October 2016. One year later, October 2017, we are at a record-high of 29 participants. CAP is the newest addition to the bank’s other types of educational assistance programs, which include the Tuition Assistance Program (TAP), Professional Education Program (PEP) and Professional Certification Program (PCERT).

•Bank of Hawaii Family Sundays: Since 2004, Bank of Hawaii has sponsored a free, once-a-month program of art activities, entertainment and films for the whole family at the Honolulu Museum of Art. This year, the monthly event, called Bankoh Family Sundays, drew more than 23,000 attendees supported by over 100 employee volunteers.

•Hawaii Book & Music Festival: Presented by Bank of Hawaii for the past 12 years, this weekend of award-winning authors, live entertainment and performances for all ages is free and open to the public. Approximately 32,000 people attended the event in 2017. The festival honors cultural arts and promotes literacy. An event highlight is the Bank of Hawaii Book Swap, where approximately 4,500 books were available, with more than 1,000 being donated by BOH employees.

Financial Education
•SmartMoney Seminars: Presented as a free public service (open to customers and noncustomers), these financial education seminars cover a variety of financial topics, such as the purchase of a first home and how to save and invest. This year, 52 seminars were held at Bank of Hawaii branches, schools and community organizations in Hawaii, Guam, Saipan and Palau. Bank volunteers led these seminars for more than 500 participants. Bank of Hawaii has offered SmartMoney Seminars for the past nine years.

•Educating Students: Each year, Bank of Hawaii employee volunteers visit elementary, middle and high schools to teach students financial literacy. The final report on the FDIC Youth Savings two-year pilot study was published and highlighted Bank of Hawaii for eight best practices. For example, Bank of Hawaii organized a career day and a bank visit at its main office for students of Waianae and Nanakuli high schools, two Title I schools. For the bank visit, the bank selected staff members who either graduated from the high school, or who served or lived in the community to provide financial education to the high school students. We also continue to provide Junior Achievement with volunteers in Hawaii and in Guam. Additionally, our bankers engaged in financial education initiatives under the American Bankers Association’s Teach Children to Save Day as well as Get Smart About Credit Day: 363 employees volunteered for Teach Children to Save Day in April, 115 employees volunteered for Get Smart About Credit Day in October and 228 employees volunteered for Junior Achievement.

•Volunteer Income Tax Assistance: Bank of Hawaii is proud to be able to provide the largest number of volunteers to both Goodwill Industries of Hawaii’s and Legal Aid Society of Hawaii’s VITA program. This year the bank helped 469 families receive $567,671 in federal tax refunds (not including saving the tax preparation fee and state income tax refund). This year’s volunteers helped the most families and generated the largest aggregate refund since 2010. We offered “pop-up tax refund clinics” in four branches once again this year: Main Branch, Waialae-Kahala Branch, Kalihi Branch and Waiakamilo Branch. These sites helped 54 families with over $59,000 in federal tax refunds. Over the past six years, 2,106 families have received over $2.7 million in tax refunds due to the efforts of BOH volunteers.

•Laumaka Work Furlough Program: Bank of Hawaii’s Commercial Banking Division and the Waiakamilo Branch have been important participants in the Laumaka Work Furlough Program. The bank’s role is to open savings accounts for those in the correctional system who are nearing their release date and have received permission to live outside of the correctional facility. The bank opens up savings accounts and assists with automatic deposits and payments, in addition to working with the Department of Public Safety staff in monitoring what payments can be made from these accounts.


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Ten bankers have given substantial time to support a program that has an important role in reducing the recidivism rate from 50 percent to 5 percent for those inmates who are released directly from the correctional system.

•Assisting Foster Teens: Bank of Hawaii has partnered with nonprofit EPIC ‘Ohana’s Hawaii Youth Opportunities Initiative since 2010 to offer financial education to foster teens. Through this program, teens are able to open matched savings accounts, where each dollar saved is matched up to $1,000 annually, and may be withdrawn between the ages of 14 to 26. This has enabled these young people to make purchases primarily to pay for college education, housing and transportation. Since 2010, the Opportunity Passport Program using Bank of Hawaii IDA savings accounts has facilitated 669 transactions totaling $888,000 for former foster youth.

•Mentoring YMCA College Camp and Middle School Students: Starting with the 2016-2017 academic year, Bank of Hawaii partnered with the Nu‘uanu YMCA and University of Hawai'i students from the Atherton YMCA’s College Camp, to launch the Central Middle School Mentoring Program to steer youth onto a successful educational journey. More than 20 Bank of Hawaii employees, along with several graduates of The YMCA College Camp, volunteered to mentor 12 middle school students from Central Middle School. Bank of Hawaii also participated in mentoring sessions on financial education, and University of Hawai'i students met with the mentees monthly until they were promoted from the program in May 2017. The bank also provided 12 volunteers, who provided financial education to the most recent Atherton YMCA College Camp from Waianae and Nanakuli High Schools.

Economic Involvement
•Affordable Housing: We continue to partner with developers to finance affordable and workforce housing options in Hawaii and the Western Pacific, including housing options for senior citizens. Almost 700 affordable housing units in 2017 commenced or completed construction in 2017.

Oversight of Risk

The Company'sCompany’s governance, including policies, standards and procedures, has been developed with the goal of ensuring that business decisions and the execution of business processes are in compliance with legal and regulatory requirements.

Authority for accepting risk exposures with appropriate limits on behalf of the Company originates from the Board. In turn, that authority is delegated through the Board-appointed ManagingExecutive Committee, chaired by the CEO and comprised of executive management, and its subcommittees, including the Risk Council. The Risk Council, chaired by the Chief Risk Officer, provides the ManagingExecutive Committee with a forum for the review and communication of both specific and company-wide risk issues, and serves to enhance collaboration among all areas of the Company that create and manage risk, while reinforcing executive management’s responsibility for ensuring risk is managed within established tolerances.

The Asset and Liability Management Committee, a subcommittee of the Executive Committee, has responsibility for Company's balance sheet management.

Risk management at the Company is the process for identifying, measuring, controlling and monitoring risk across the enterprise given its business as a financial institution and financial intermediary. Risk managementManagement crosses all functions and employees and is embedded in all aspects of planning and performance measurement. The Company’s systems, information and timely reporting are designed to enable the organizationCompany to quickly adapt toidentify early warning signs.

signs to allow management to proactively address potential issues.

The Board is responsible for oversight of the Company’s enterprise risk framework. The Board implements its risk oversight function both as a whole and through delegation to various committees. The Board has delegated to the Audit & Risk Committee primary responsibility for overseeing financial, credit, investment and operational risk exposures including regulatory and legal risk; to the Fiduciary and& Investment Management Committee comprised of five board members, primary responsibility for oversight of fiduciary and investment risk of client accounts; and to the Human Resources & Compensation Committee primary responsibility for oversight of risk related to management and staff. These committees report to the full Board to ensure the Company’s overall risk exposures are understood, including risk interrelationships. The Board also oversees reputational risk.

Effective April 2023, the Balance Sheet Committee was established to assist the Board by ensuring the highest possible Board and management focus on the Company's Asset/Liability Management function during times of emergent stress or crisis affecting the Company and/or the broader banking system. The Balance Sheet Committee’s primary responsibility is to monitor crisis response, receive operational impact updates and action plans from management related to emergent issues, and provide focused oversight of liquidity and capital planning process, policy and mindset; stress testing scenarios and assumptions; risk appetite, framework and profile; potential crisis early warning signs; among other responsibilities.

Risk reports are provided and discussed at every committee and Board meeting. In addition to detailed reports, the Board reviews an Enterprise Risk Position report that reflects key risk measures and trends, including reputational risk, across the Company. Key managers responsible for risk management (the Chief(Chief Risk Officer, the Treasurer, the Chief Compliance Officer, the General Counsel, and the Chief Fiduciary Officer)Officer, along with a variety of other risk specialists) regularly provide updates at the respective committee and Board meetings. In support of the Board’s risk oversight role and to ensure that potential problems are surfaced, the Audit & Risk Committee directly oversees the Company’s Internal Audit and Credit Review functions.



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Cybersecurity and Information Security Risk Oversight

Management of cybersecurity risks is the responsibility of the full Board. In 2017,2023, the Company, the Board, and the Audit & Risk Committee continued to strengthen the management and oversight of cyber security riskcybersecurity risks through new security system enhancements, policies, testing, identification and reporting. The Company continued its program of third party penetration testing and ongoing analysis to identify potential vulnerabilities and need for systemadditional enhancements.

The company also continued to support remote work that has been more prevalent as a result of the COVID-19 pandemic, which included ensuring the necessary provisions for managing the cybersecurity and information security risks associated with remote work.

The Board devotes significant time and attention to the oversight of cybersecurity and information security risk, and benefits from the technical expertise of certain of its members. In particular, the Board and Audit and& Risk Committee each receivesreceive regular reporting on cybersecurity and information security risk. At least quarterly, the Audit and& Risk Committee receives an operational risk update that includes a review of cybersecurity and information security risks.risk. Our Audit & Risk Committee also annuallyBoard reviews and approves our Information Security Policy. The BoardPolicy annually and frequently receives presentations on and discusses cybersecurity and information security risks, industry trends and best practices.

Compensation Policies and Risk

The Board’s risk oversight responsibility includes the implementation of compensation programs that do not encourage or incentivize excessive risk taking or inappropriate conduct.conduct and promotes, among other things, gender pay equality. The Human Resources & Compensation Committee is responsible for establishing and reviewing the Company’s executive compensation programs, as well as the compensation programs for employees generally, and ensuring that the programs do not encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company and its customers.

The Company, in

In addition to its annual comprehensive review, receives ongoing reporting relating to the Company's incentive plans' design, performance, payouts and customer impact, with oversight by and reporting to the Board, Audit and Risk Committee and Human Resources & Compensation Committee. This reporting includesCommittee's annual comprehensive review, the Company's People Services Department provides the Audit & Risk Committee an analysis of potential "red flag"“red flag” indicators including the existence, nature and extent of any customer complaints, regulatory complaints, legal actions, and employee feedback and payout results to determine if the incentive plan design or implementation resulted in employee wrongdoing or customer abuse.

COMMITMENT TO MEANINGFUL SOCIAL INITIATIVES

Support for Small Businesses

Bank of Hawai‘i continued to support small businesses with the SBA 504 Program, a commercial real estate financing program for owner-occupied properties that allows small business borrowers to preserve working capital by requiring only a 10% down payment on purchase transactions.

In Saipan, 2023 marked the 12th year of the I Kinometi Para I Kumunidåt I Islå-ta Grants, Bank of Hawai‘i’s small business and revitalization and development grants. Five grants of up to $5,000 each are awarded annually to support new and existing small businesses and to give back to the community. Since its inception in 2012, $300,000 has been awarded to 60 small businesses. One of the 2023 grant recipients was STEMify CNMI Robotics & Automation, the first and only robotics and automation training center for youth and the only automation service provider in the Commonwealth of the Northern Mariana Islands ("CNMI"). They are committed to empowering middle and high school students by equipping them with the skills and knowledge to excel in science, technology, engineering and mathematics ("STEM"). They plan to use their grant to fund scholarships for the first 100 students enrolled in their after-school STEM Robotics-On-Wheels program.

Philanthropy and Volunteering to Sustain Our Community

The Company, and its exceptional people, demonstrate their generosity and respect throughout the year by supporting many different causes. Bank of Hawai‘i, its employees, and the Foundation contributed more than $3 million to community and philanthropic causes in 2023.

Kōkua for Community

Bank of Hawai‘i’s Live Kōkua Giving Campaign is the Company’s biggest annual employee-giving event. During the 2023 campaign, employees raised more than $600,000 in partnership with Aloha United Way, which serves more than 300 nonprofits. Themed #ComeTogetherForCommunity, 90% of the Company’s employees participated during the campaign, which ran from September 12 to October 20, 2023, in an effort to make a difference for some of the most vulnerable in our communities.

Bank of Hawai‘i Foundation also supports hundreds of nonprofits in our local community. In addition, employee-volunteers (known as our Bankoh Blue Crew) participate in our Live Kōkua Volunteer Program for hands-on community service activities.




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Highlights from Bankoh Blue Crew in the Community:

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The Institute for Human Services, Inc. – Volunteers donated their time each month to serve food at both men and women’s shelters.

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Hawai‘i Foodbank – Nearly 30 volunteers helped to pack food for delivery to senior citizens.
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Lē‘ahi Peace Garden – 21 of our summer interns trimmed shrubs, removed invasive species and cleaned the entrance of Lē‘ahi (Diamond Head) State Monument on the outskirts of Waikīkī.
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Goodwill Hawai‘i – In addition to sorting donations for Goodwill Goes GLAM!, the nonprofit's signature fundraiser, 12 Company employee volunteers received IRS certification and provided free tax return preparations to low-income taxpayers as part of the Volunteer Income Tax Assistance program at local Goodwill locations.
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16th Annual Community Service Day – Roughly 200 Company employee volunteers spent a day working at Ka Papa Lo‘i o Kānewai, a community kalo (taro) patch at the University of Hawai‘i at Mānoa. They cleared the stream of debris, worked in the lo‘i and learned about the history and cultural significance of the area.
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Kapi‘olani Medical Center – 22 volunteers visited Kapi‘olani Medical Center to work as “elves” in Santa’s Workshop, an initiative hosted by Kapi‘olani Health Foundation and Hawai‘i Pacific Health to bring joy to the patients hospitalized during the holiday season. Our Blue Crew worked hard to take in toy and gift card donations, categorize them for hospital staff, wrap presents, and write thank you donor cards.
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Lanakila Meals on Wheels – on Christmas morning, 18 Blue Crew volunteers arrived at Lanakila Meals on Wheels to pack and prep fully-cooked holiday meals to be delivered to kūpuna around O‘ahu. The event brought joy to our volunteers wanting to give back on this special day, which was shared on television by our local news stations.

Bank of Hawai‘i Foundation

Bank of Hawai‘i Foundation supports the vision and services of hundreds of nonprofits in our community each year. These are some of the organizations that received funding in 2023:

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Pu‘uhonua O Wai‘anae: $200,000 to fund the ongoing construction of the Pu‘uhonua O Wai‘anae Farm Village on 20 acres in Wai‘anae Valley.
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Straub Burn Center: $100,000 to the only burn center in Hawai‘i and the Pacific Region.
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Wai‘anae Coast Comprehensive Center: $100,000 to support the modernization of its dental clinic to provide expanded services to keiki and kūpuna in West O‘ahu.
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American Heart Association – Hawai‘i: $50,000 to Adopt-A-Clinic (Wahiawa Health Center) and to support the 2023 Hawai‘i Heart Walk.
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Goodwill Goes GLAM!: $30,000 continues our ongoing sponsorship of Goodwill Hawai‘i’s annual fundraiser to help people with employment barriers find jobs.
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American Red Cross: $25,000 to support the Home Fire campaign which helps to save lives with the installation of alarms that prevent fire-related deaths and injuries.
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Teach for America Hawai‘i: $25,000 to support programming that provides educational excellence for Hawai‘i’s children.
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Prince Lot Hula Festival: $15,000 toward sponsorship of the 46th annual celebration of Hawaiian culture featuring premier hula hālau from throughout the islands.

Responding to Natural Disasters

Our communities encountered extraordinary challenges from natural disasters in 2023. In May, one of the strongest tropical cyclones on record in the Northern Hemisphere made direct impact on Guam. Typhoon Mawar downed trees and flooded thousands of homes and businesses across the island. The destruction from Mawar disrupted basic services for several weeks.

The devastating wildfires that ravaged Lahaina on August 8, 2023 resulted in the worst natural disaster Hawai‘i has ever experienced and the deadliest wildfire in U.S. history. The catastrophic events of that day led to tragic loss of lives, homes, livelihoods and historic places.

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In order to provide immediate relief to our employees and customers, Bank of Hawai‘i offered special financial assistance programs to help in their recovery from the wildfires in Hawai‘i and typhoon on Guam. In addition to loan forbearances, loan extensions and waiving of ATM surcharges, Bank of Hawai‘i and Bank of Hawai‘i Foundation made donations to aid in recovery efforts and continue to provide long-term support to people and nonprofit organizations in our local communities, totaling $158,500 which include:

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$100,000 – Hawai‘i Community Foundation and on behalf of the Hawai‘i Banker’s Association - Maui Strong Fund
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$35,000 - Downtown Athletic Club - Luna Strong
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$6,000 - Boys and Girls Club Maui
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$5,000 - Legacy of Aloha Foundation
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$2,500 - Living Pono Project
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$5,000 - Makai Foundation
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$5,000 - Maui Family Support Services

Continued Support for ALICE in Hawai‘i

Bank of Hawai‘i Foundation has been sponsoring the ALICE (Asset Limited, Income Constrained, Employed) Report on behalf of the Aloha United Way since 2018. In response to the first 2018 ALICE Report, the ALICE Initiative was designed to find solutions toward a more equitable Hawai‘i. Bank of Hawai‘i Foundation, among other partners, has pledged support for the next three years. Since 2018, more than 14,000 households have received access to services, and it’s our honor to continue this important work.

The 2022-2024 ALICE Fund invests in the ALICE Cohort Initiative, which includes 17 nonprofits collectively working to develop and implement impactful and scalable programs to help O‘ahu's ALICE households. It is overseen by Aloha United Way and Hawai‘i Community Foundation. This Initiative raises awareness about a huge, but sometimes hidden, segment of our community who are struggling to afford basic necessities.

Celebrating Diversity and Cultural Awareness

The Company is a long-time sponsor of the Honolulu Rainbow Film Festival, and in 2021 renewed a four-year sponsorship of the Hawai‘i LGBT Legacy Foundation to support the Honolulu Pride Parade & Festival. The donation supports not only the festival and parade, but helps to fund other program initiatives of the Hawai‘i LGBT Legacy Foundation. For several years, our employees have turned out in big numbers to show their support by walking in the parade. For the 2023 Honolulu Pride Parade Festival, over 150 employees with family and friends came out in support and celebration of Pride. In an effort to contribute to the progress and advancement of ensuring an inclusive, collaborative and respectful workplace, Bank of Hawai‘i’s Diversity, Equity and Inclusion Program supports employee-led Employee Resource Groups (“ERGs”). Our Women Inspired ERG works to empower, support and educate on issues important to women at work, home and in the greater community. Our RainBOH ERG celebrates coming to work with pride, encourages allies to become visible, and educates on issues related to the LGBTQIA+ community. Our Blue Brigade Military ERG engages in service and networking opportunities that serve the needs of service members, veterans and military families. Nā ‘Ōiwi Aloha (our Native Hawaiian ERG) was launched in 2022 to create opportunities for Native Hawaiians and allies to connect in dialogue and culture. These four ERGs sponsored over 17 community and employee engagement programs, and brought together nearly 800 employees, family and friends to join in fellowship, advancement and support of each other and the community. All of the ERG-sponsored programs aim to foster a sense of belonging among Bank of Hawai‘i’s employees and further the Company’s diversity, equity and inclusion goals.

Women Inspired ERG ("WIG"):

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Nearly 140 official members – both women and ally employees – with most membership on O‘ahu, including participants on neighbor islands and the West Pacific region.
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Activities range from networking and professional development to community service and support of other women within the Company and in the greater community.
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During Mental Health Awareness Month and in conjunction with the enterprise-wide initiative, WIG developed and led three meditation workshops offered online to provide for accessibility for all employees Company-wide.
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In October 2023, WIG hosted a Wahine Walk for women and allies from the Company and their family and friends to get outside and “walk it out” at Ala Moana Beach Park. It was a low-impact physical activity, meant to bring folks together to soak in good weather, enjoy being outside and each other’s company.

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Susan G. Komen Hawai‘i knows that Bank of Hawai'i’s WIG can be counted on and asked for volunteers to help at their biggest fundraiser, the Pink Tie Ball, which came back in-person after a hiatus. 15 WIG volunteers supported this formal event, helping raise thousands to support cancer research and medical/social services.
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WIG led their first EmpowHER Forum with the theme of “Thriving in Times of Change,” with a very special keynote address from Iraq war veteran, U.S. Senator and McKinley alumna Tammy Duckworth. The half-day program focused on bringing the Company's ‘ohana together to engage in dialogue and learn from one another on how we can rise above in seasons of challenge and change. The EmpowHER Forum was filmed and presented in a hybrid format, with in-person and virtual accessibility so that employees across the enterprise could participate.
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Mentoring Program
o
Our Women Inspired ERG directed its second 6-month long Mentoring Program, open to mentor and mentee applicants enterprise-wide. Of the 39 respondents expressing interest, 20 mentee applications were selected and paired with five mentors.

Blue Brigade Military ERG:

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Mental health and well-being were important themes for our Blue Brigade in 2023. The Blue Brigade Military ERG hosted a series of Lunch and Learns, facilitated by Samaritan Counseling Center Clinical Director Diana Honeker, LMFT for discussion and strategies, tips and tricks on how to cope. About 100 employees engaged in these small, intimate and meaningful luncheons across the entire series. Important mental health topics included: Supporting Military Spouses and Families; Self-Care; Suicide; Work-Life Balance; and Year-End Stress and Holiday Blues.
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Blue Brigade hosted a breakfast during Mental Health Awareness Month, which included another discussion facilitated by Diana Honeker regarding “It’s OK to Not be OK.” Additionally Blue Brigade hosted a yoga session in partnership with YogaRoom that was held in-studio and live streamed online so all employees across the Company could have accessibility and engage.
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In support of SmartMoney Lesson Day, nine Blue Brigade ERG members provided financial lessons to two sixth-grade classes at Pearl Harbor Elementary.
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Blue Brigade also partnered with Honolulu Habitat for Humanity to build a home for the Lenchanko-Andrade family. With the help of members from the Company’s other ERGs, a Bank of Hawai’i Build Team went to Waimānalo on Veterans Day to install hurricane and wall ties, add cabinet and closet backings, install exterior windows, and wrap the house to protect it from water damage. The Build Team worked table saws, nail guns, and spent a day of hard labor to help build a home for this young family of three. Coming full-circle from the November 2021 Veterans Day Build in partnership with Honolulu Habitat for Humanity, our Blue Brigade was invited to attend a special home dedication for the Young Family, who received the keys to their new home. The homeowners Lloyd and Enid Young had been on the waitlist for a Department of Hawaiian Home Lands property since 1971. Mr. Young is a U.S. Navy Veteran, having served for four years on the USS Radford.

RainBOH LGBTQ+ ERG:

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June Pride Month
o
Launched during Pride Month, our RainBOH ERG sought to bring broader awareness to the theme of intersectionality. Five Bank of Hawai‘i employee stories were spotlighted in both the Company’s social media and internal communications. The stories acknowledged every person’s unique experiences and social identities, and the multi-faceted connection between race, gender and other systems.
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Honolulu Pride Parade and Festival
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Over 150 employees, friends and family came out to march in the parade.

Nā ‘Ōiwi Aloha (Native Hawaiian ERG):

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During Mahina ‘Ōlelo Hawai‘i in February, Nā ‘Ōiwi Aloha launched a series of Hawaiian words videos to educate employees and promote commonly used words at Bank of Hawai‘i and in Hawai‘i.
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In August, Nā ‘Ōiwi Aloha held a panel discussion titled “We are Bank of Hawai‘i” featuring Bank employees sharing their experiences as Native Hawaiians today, and at Bank of Hawai‘i. The panel was moderated by Michelle Ka‘uhane, Senior Vice President and Chief Impact Officer at the Hawai‘i Community Foundation. More than 100 employees attended the event.

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Thirty-four Nā ‘Ōiwi Aloha members, friends and family members volunteered at a service project at Pu‘uhonua O Wai‘anae, the nonprofit dedicated to helping create permanent homes for individuals and families currently houseless near the Wai‘anae Boat Harbor. Volunteers cleared tires and other debris to make way for clear spaces for individual homes and communal spaces to be built.

Employee Learning

Bank of Hawai‘i’s substantial training and career advancement programs target professional development and personal growth, which include our Fostering Workplace Excellence and other employee development programs. Bank of Hawai‘i continued to invest in people development in 2023. Employees attended a total of 36,791 hours in formal learning events on core employee or leadership skills development. In addition, select employees completed 8,853 development hours under the various professional development programs the company provides.

Investing in Our Employees

In 2016, Bank of Hawai‘i launched its College Assistance Program (“CAP”) to give employees striving to obtain their first four-year bachelor’s degree access to a college education and tuition reimbursement. CAP gives employees the convenience and flexibility to study where, when, and what they desire by allowing them to choose from a variety of select majors at Chaminade University of Honolulu. Their choice of majors need not relate to their current position. CAP also gives employees the option to pursue an accelerated online Associate of Arts degree through the University of Hawai‘i’s Community Colleges. When the program began in 2016, there were three participants. The program has been very successful and popular, with five employees who have earned their associate’s degree and 16 employees who have earned their bachelor’s degree since the program's inception. In 2023, we had 56 unique participants with $282,688 reimbursed to employees for the cost of their education. The Company’s Tuition Assistance Program (“TAP”) is aimed at assisting employees in completing job-related courses at any accredited school. Our TAP program had 19 unique participants with $80,044 reimbursed to student employees in 2023. Another educational assistance program offered is the Professional Certification Program managed by each department for their employee certification needs.

Bank of Hawai‘i also offers a Student Loan Assistance Program for employees. Student loan debt is a significant impediment to a key demographic sector of our national community. This program provides $100 per month, up to a lifetime maximum of $10,000, for an individual employee’s student debt. At year-end 2023, we had approximately 150 employees enrolled in this program. Our employee savings product, known as the GROW Account encourages our employees to build an emergency savings nest egg. Through these special accounts, we offer a $50 bonus to our employees when they reach $500 in savings in their GROW Account. We offer an additional $100 bonus to those employees who save an additional $500.

Our Employee Mortgage Program provides our employees with a discount of up to 1% off of prevailing market rates for their primary residences. This is an attractive retention tool for Bank of Hawai‘i given the high cost of housing on our islands.

Investing in Our Future

For the 2023 through 2024 academic year, Bank of Hawai‘i Foundation supported 24 college scholarships totaling $84,000 for children and grandchildren of Bank of Hawai‘i employees. Since 2014, the Foundation has provided $960,750 to fund 275 college scholarships. These scholarships reflect our commitment to help our employees and their families reduce the financial burdens of post-high school education. We believe this investment will enable a better future and the next generation of our world’s and Hawai‘i’s leaders.

Outreach to the Unbanked and Underbanked

Bank of Hawai‘i was the first local bank to offer an alternative to traditional checking accounts in Hawai‘i, beginning in April 2015. EASE by Bank of Hawai‘i combines convenience and access, is FDIC-insured and is among the lowest-fee bank accounts in the U.S.

EASE by Bank of Hawai‘i recently received national certification from the Cities for Financial Empowerment Fund (“CFE Fund”). The CFE Fund is dedicated to providing consumers with safe and affordable accounts that meet the Bank On National Account Standards (2021-2022). CFE Fund is dedicated to providing consumers with safe and affordable accounts, and the Bank On standards were created by consumer advocates, national nonprofits, civic leaders and others to designate account features that ensure low cost, high functionality and consumer safety. Bank On’s goal is to ensure that everyone has access to a safe and affordable bank or credit union account, and EASE by Bank of Hawai‘i is one of only two deposit account products in Hawai‘i to receive this national certification.

With no checks to return, customers do not incur overdraft fees. Customers are also given a free Visa debit card and free access to over 300 Bank of Hawai‘i and partner ATMs, do not have direct deposit requirements or monthly service fees if they elect to receive online statements, and are allowed to open an account with a deposit of just $25. They also receive free 24/7 Bankoh by Phone, mobile banking and e-Bankoh online banking services. We continue to see strong demand for our EASE product, and are pleased to meet the needs of unbanked and underbanked people in the communities we serve.

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Assisting Communities with Their Financial Needs

Bank of Hawai‘i continues to build long-term relationships in the communities we serve through education. For the past 13 years, the Company has been offering our SmartMoney financial education seminars, which cover a variety of financial topics, such as how to save and invest and purchase a first home. In 2023, 338 Company employees contributed over 150 service hours to teach financial education classes on critical topics including identity protection, budgeting, financing college, and credit. Our volunteers taught at 28 schools, where greater than 50% of students were from families qualifying for a free or reduced price lunch. Every year since 2010, Bank of Hawai‘i employees have partnered with Goodwill Hawaii’s Volunteer Income Tax Assistance Program. In 2023, eight employees became IRS-certified for the 2023 season and accepted in the Consumer Financial Protection Bureau Tax Time Initiative Cohort. Company volunteers prepared 65 tax filings that resulted in over $101,000 in refunds back to the community.

Empowering Youth

Bank of Hawai‘i Foundation continued its ongoing sponsorship of PBS Hawai‘i’s HIKI NŌ, the groundbreaking student news program and statewide digital media learning initiative to support its programming. The Foundation’s investment dates back to the launch of HIKI NŌ in 2011. Since then, Hawai‘i’s HIKI NŌ schools have gained the reputation of being formidable competitors at rigorous national journalism contests.

For the past 13 years, Bank of Hawai‘i has partnered with nonprofit EPIC ‘Ohana’s Hawai‘i Youth Opportunities Initiative to offer financial education and services to foster teens. Foster youth have a high propensity for pregnancy, incarceration, homelessness and low college graduation rates due primarily to a lack of social network. Through the Opportunity Passport Program, teens from foster families are able to open matched Individual Development Account (“IDA”) savings accounts, where every dollar saved is matched by donors up to $1,000 annually (up to a maximum of $3,000). The funds may be withdrawn between the ages of 14 to 26 and have enabled young people to help pay for college education, housing and transportation. Since 2010, under the HI H.O.P.E.S Initiative (f/k/a Opportunity Passport), Bank of Hawai‘i has opened 1,069 IDAs as well as EASE accounts. A donation of $1.55 million has enabled former foster youth to pay for necessary expenses such as housing or education on O‘ahu or transportation on the neighbor islands.

Bank of Hawai‘i volunteers have been advising young entrepreneurs and improving financial literacy through decades of partnership with Junior Achievement. In 2023, 153 Company employees, from Guam to Hilo, volunteered in 16 schools to facilitate lessons or serve as advisors for the company program.

Housing for Our Community

Honolulu continues to be one of the most expensive cities in the U.S., and with a shortage of affordable rental homes across Hawai‘i, the availability of affordable and workforce housing is more important than ever.

In 2023, 1,360 affordable housing units (989 on O‘ahu, 90 on Maui, 148 on Hawai‘i Island, and 133 on Kaua‘i) started construction or rehabilitation thanks in part to Bank of Hawai‘i, and over 800 more units are in the pipeline. We are committed to investing in new opportunities to create more homes across the state, including these recent developments on three different islands. The following is a highlight of several housing developments supported by Bank of Hawai‘i that broke ground in 2023:

Kaloko Heights, Kailua-Kona, Hawai‘i Island

Kaloko Heights will provide 42 two-bedroom and 58 three-bedroom affordable units in garden-style buildings with solar water heating. Sponsored by the Hawai‘i Island Community Development Corporation and designed for families earning 30-60% of the area median income (AMI), this project will also set aside five units for families experiencing homelessness, at risk of becoming homeless, or transitioning out of an emergency shelter or a transitional housing program. Bank of Hawai‘i is supporting the project with a $27 million construction loan, nearly $4 million permanent loan and over $9.7 million in equity. Construction is expected to be completed by the end of 2024.

Parkway Village, Kapolei, O‘ahu

Parkway Village is a two-phase, first-of-its-kind mixed-use project that will feature a total of 405 affordable rental units and two on-site preschools. The project is an innovative effort to address both housing and early education needs in Kapolei and is a result of a partnership between the Kobayashi Group and the Āhē Group. Bank of Hawai‘i is supporting the project through $42 million in construction lending and over $36 million in permanent lending. Rental units from studios to four-bedroom apartments will be available for people earning 30-60% percent of the AMI. The development spans 10 acres of land owned by the City & County of Honolulu. The first residents are expected to move in by the end of 2024.

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Hālawa View II, Hālawa, O‘ahu

Hālawa View II is an 18-story affordable housing project with 302 units for families earning 30-60% percent of the AMI. Five units will be set aside for the chronically homeless or those referred by U.S. VETS. The high-rise is being developed by Pacific Development Group along with the Hunt Companies. Bank of Hawai‘i is supporting the project through over $40 million in construction lending and over $24 million in permanent lending. The new building is being constructed within walking distance to the new Skyline rail transit system, and will feature a mix of studios, one-, two-, and four-bedroom units. The building will include energy-efficient fixtures in each unit, along with electric vehicle charging stations, low-flow plumbing and low-water landscaping. Hālawa View II is scheduled to be completed in 2025.

COMMITMENT TO ENVIRONMENTAL SUSTAINABILITY IN THE WAY WE DO BUSINESS

Bank of Hawai‘i seeks out projects that advance our overall environmental strategy, such as those that support renewable energy. Building sound environmentally minded investments into our portfolio reduces risk, increases our value to investors and allows us to pursue our own initiatives to reduce our impact on the environment through internal or employee initiatives.

Bank of Hawai‘i is constantly improving its operations to proactively find more efficient and effective ways to ensure both the long-term success of the Company and the continued vitality of the communities we serve. Through its modernization efforts, the Company is helping to do its part in offsetting the negative impacts of climate change, such as extreme weather conditions, natural disasters and rising sea levels, which are of significant concern to the Company, its operations, its customers and third party vendors upon which it relies.

Financing the Future

The Company actively participates in the financing of photovoltaic/energy savings projects. The Company currently is a lender in a variety of renewable energy projects with $159 million committed to these initiatives as of December 31, 2023, including $126 million in photovoltaic loans, $8.9 million in photovoltaic leases and $24 million in an energy savings project. Bank of Hawai‘i continues to seek out other opportunities in this sector and is a leader in these financing initiatives.

Environmental Highlights

In 2023, Bank of Hawai‘i continued to focus its efforts on Building Management Systems (“BMS”) as part of renovations or scheduled infrastructure upgrades. Through these upgrades, we are able to implement customized solutions that maximize energy conservation. Our energy initiatives to date have resulted in 74% of our building area with management systems in place. Reducing and offsetting energy consumption remains one of our top priorities and is a key to meeting our goal of year-over-year demand reductions.

Bank of Hawai‘i continues to participate in Hawaiian Electric Company’s Demand Response Program at our two largest facilities. Through this participation, the Company receives incentives to reduce its usage during periods of island-wide peak demand, helping to preserve the reliability of the electrical grid and reduce the need for more electrical generation equipment.

Along with its conservation efforts, Bank of Hawai‘i is committed to renewable energy resources, and has made this an integral part of the modernization project at its branches and other facilities. The Company now has photovoltaic installation on over 60% of owned branches and buildings. This includes three large photovoltaic systems (561kW, 350kW and 100kW) at its main facilities and a 150kW tenant-installed system.

In late 2023, the Company completed a multi-phase energy project at our Kahului Branch – project Kahului Net Zero. The final phase included a carport-mounted 40kW photovoltaic installation. This work, in combination with in-service rooftop PV array, battery storage, full-building LED retrofit and BMS, is intended to annually offset our energy consumption at Kahului Branch. In 2023, the Company provided surplus energy to the grid.

Our “Branch of Tomorrow” design principles continue to be used in our renovations. These focus on more efficient use of space, portable computing platforms to allow the tellers to reach out directly with customers and reduce queue times, and upgraded ATMs that allow direct deposit of cash and checks along with simplified transaction handling. Staff lunchrooms have been outfitted with point-of-use hot water dispensers to replace water heaters, microwave ovens to replace stoves and cook-tops, as well as large-screen LED monitors that allow for remote, online meetings and training sessions, which reduce energy usage and staff travel requirements.

Bank of Hawai‘i greatly improved its ability to respond to in-area natural disasters by relocating our disaster recovery data center to the continental U.S., enabling greater data protection while reducing our carbon footprint. Our partner on the continent has been running on 100% renewable energy since January 2016, and is the only major data center provider to receive an ‘A’ grade by Greenpeace in all five of their data center grading categories.

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Reducing Waste

Reducing the amount of paper used in the workplace is part of Bank of Hawai‘i’s office transformation initiative. The Company strives for optimum performance in our digital environment and we anticipate this sustainability effort will have environmental, efficiency and cost-reduction benefits. We continue to contemporaneously image many current records, reducing the amount of paper required. Bank of Hawai‘i has also implemented several enterprise-wide digital and cloud-based solutions to help facilitate this initiative.

Encouraging Public Transportation and Bicycle Use

Bank of Hawai‘i offers a Bus Pass Benefit Program for its employees on O‘ahu, reducing the cost of a monthly bus pass from $80 to $35 (on a pre-tax basis) for participating employees 64 years and younger. Employees 65 and older receive $45 towards the purchase of a $45 senior annual bus pass. All active full-time and part-time employees who ride the bus as a primary source of transportation to and from work are eligible for the benefit. During 2023, more than 290 employees took advantage of this benefit, resulting in an annual commitment by the Company of close to $150,000 towards reducing greenhouse gas emissions.

Bank of Hawai‘i also offers employees up to $20 per month as reimbursement for reasonable expenses if an employee uses a bicycle regularly for commuting to work. Reasonable expenses include the purchase of a bicycle as well as continuing maintenance, repair and storage.

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BOARD COMMITTEES AND MEETINGS

The Board met 1014 times during 2017.2023. The Board’s policy is that directors should make every effort to regularly attend meetings of the Board and committees on which they serve and the Company’s annual meetingAnnual Meeting of shareholders.Shareholders. Each director attended at least 75% of the meetings of the Board and 75% of the committee meetings on which he or she served in 2017.2023. All of the Company’s then sitting directors attended the 20172023 Annual Meeting of Shareholders.

Board Committees

The Board has three standing committees: the Audit & Risk Committee, the Human Resources & Compensation Committee, and the Nominating & Corporate Governance Committee. The charters for the respective Board committees are posted in the Investor Relations sectionpage of the Company’s website at www.boh.com.

The Board has affirmatively determined that all of the members of the Audit & Risk, Human Resources & Compensation, and Nominating & Corporate Governance Committees (collectively the “Board Committees”) meet the independence standards of the NYSE and the Company’s Governance Guidelines. The Board Committees’ charters require that each committee perform an annual evaluation of its performance and assess the adequacy of its charter. Each committee has the authority to retain consultants and advisors to assist it in its duties, including the sole authority for the retention, termination and negotiation of the terms and conditions of the engagement.

Below are the members of each current standing committee.

committee as of December 31, 2023.

Audit & Risk

Human Resources &

Compensation

Nominating &

Corporate

Governance

Mary G. F. BittermanMary G. F. Bitterman

S. Haunani Apoliona

Mark A. Burak *

Chair

John C. Erickson

Vice Chair

Joshua D. Feldman

Michelle E. Hulst

Kent T. Lucien

Elliot K. Mills

Alicia E. Moy

Mary G. F. Bitterman*

Clinton R. Churchill

Victor K. Nichols

Barbara J. Tanabe

Mark A. Burak

Robert Huret **Robert W. Wo *Michael J. Chun***
Victor K. Nichols

Raymond P. Vara, Jr.

Clinton R. Churchill

Chair

Raymond

Suzanne P. Vara, Jr.Vares-Lum

Robert Huret

Alicia E. Moy
Victor K. Nichols
Barbara J. Tanabe
Raymond P. Vara, Jr.

Robert W. Wo

Chair

*    Committee Chairman
**    Committee Vice Chairman
***    Not standing for re-election in April 2018






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Audit & Risk Committee: 715 Meetings in 2017

2023

The Audit & Risk Committee operates under and annually reviews a charter that has been adopted by the Board. The Audit & Risk Committee’s duties include assisting the Board in its oversight of the following areas of the Company: regulatory and financial accounting, reporting and credit risk management; compliance with legal and regulatory requirements; the independent registered public accounting firm’s qualifications and independence; and the performance of the Company’s internal audit functionand credit review functions and independent registered public accounting firm. The Audit & Risk Committee also provides oversight of management’s activities with respect to capital management and liquidity planning, including dividends and share repurchases, and overall interest rate risk management. In addition, the Audit & Risk Committee meets in private session at the conclusion of every regularly scheduled meeting to provide a confidential forum for identification and discussion of issues of importance to the Company. The Audit & Risk Committee also meets with non-member directors on a regularly scheduled basis to brief them on the content and issues discussed at the previous meeting.

The Board has determined that Messrs. Burak, Huret,Erickson, Lucien, Nichols, Vara, and VaraMs. Moy meet the definition of “financial expert” within the meaning of the SEC regulations adopted under the Sarbanes-Oxley Act of 2002. The Board has determined that all Audit & Risk Committee members meet the NYSE standard of financial literacy and have accounting or related financial management expertise. In addition, the Board has determined that Messrs. Burak, HuretErickson, Lucien, and Nichols meet the definition of "risk expert"“risk expert” under the Federal Reserve Bank rules implementing Section 16 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"“Dodd-Frank Act”) and 12 CFR 252.22(d)(1).

The Audit & Risk Committee has adopted policies and procedures governing the following: pre-approval of audit and non-audit services; the receipt and treatment of complaints regarding accounting, internal controls, or auditing matters and the confidential, anonymous submission of information by employees of the Company regarding questionable accounting or audit matters; and restrictions on the Company’s hiring of certain employees of the independent registered public accounting firm. The Audit & Risk Committee is also responsible for reviewing Company transactions involving a director or executive officer. The Audit & Risk Committee Report is located on page 64.

77.

Human Resources & Compensation Committee: 10 Meetings in 2017

2023

The Human Resources & Compensation Committee'sCommittee’s duties are set forth in its charter, and include responsibility for compensation levels of directors and members of executive management and reviewing the performance of executive management. The Human Resources & Compensation Committee reviews and approves goals and objectives relevant to CEO compensation, and evaluates performance against those goals. It is also their responsibility to review the Company'sCompany’s long-term and short-term incentive compensation plans, equity-based plans, and deferred compensation programs. The Human Resources & Compensation Committee also reviews management development and training programs as well as succession planning for senior and executive management. The Human Resources & Compensation Committee charter allows for the delegation of its duties to its own subcommittee as long as such delegation is in compliance with all applicable laws, rules, and listing standards. The CEO makes recommendations with respect to non-CEO executive officer compensation. The Human Resources & Compensation Committee Report is located on page 28.

35.

Nominating & Corporate Governance Committee: 8 Meetings in 2017

2023

The Nominating & Corporate Governance Committee'sCommittee’s duties are set forth in its charter and include reviewing the qualifications of all Board candidates and recommending qualified candidates for membership on the Board and the oversight of director continuing education opportunities. The Nominating & Corporate Governance Committee reviews the Board’s organization, procedures and committees and makes recommendations concerning the size and composition of the Board and its committees. The Nominating & Corporate Governance Committee makes recommendations to the Board regarding standards for determining non-management director independence and reviews the qualifications and independence of the members of the Board and its committees. The Nominating & Corporate Governance Committee also reviews and evaluates the Company’s compliance with corporate governance requirements and leads and oversees the Board and its committees’ annual performance evaluations. Further information regarding the responsibilities performed by the Nominating & Corporate Governance Committee and the Company’s corporate governance is provided in the committee charter and the Governance Guidelines.




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DIRECTOR COMPENSATION

Retainer Fees

In 2017, based on analyses completed by Veritas Executive

The Board, Nominating & Corporate Governance Committee, Audit & Risk Committee and Human Resources & Compensation Consultants, LLC ("Veritas"), the Board's independent executive compensation consultant, theCommittee fees were unchanged from 2022. The Board approved the following retainer fees which remain unchanged from the previous 12-month period:

effective April 28, 2023:

•
An annual retainer for service on the Board in the amount of $42,500;$55,000;
•
An additional annual retainer for the Lead Independent Director in the amount of $15,000;$35,000;
•
An annual retainer for the Nominating & Corporate Governance Committee members in the amount of $10,000 and annual retainer for the Chair of the Nominating & Corporate Governance Committee in the amount of $20,000;
•
An annual retainer for Audit & Risk Committee members in the amount of $13,000,$17,000, an annual retainer for the ChairmanChair of the Audit & Risk Committee in the amount of $20,000,$30,000, and an annual retainer for the Vice ChairmanChair of the Audit & Risk Committee in the amount of $15,000;$25,000; and
•
An annual retainer for Human Resources & Compensation Committee members in the amount of $11,250$12,000 and an annual retainer for the ChairmanChair of the Human Resources & Compensation Committee in the amount of $19,250.$24,000.

In addition to these standing committees, the Board has other committees for which directors received fees in 2017.2023. Messrs. Feldman, Lucien, Mills and Nichols and Mmes. Hulst and Tokioka are members of the Digital Advisory Committee (“DAC”). Ms. Apoliona and Mr. ChunMessrs. Feldman and Lucien are members of the Board-appointed Benefit Plans Committee (“BPC”), and Mmes. Apoliona, Moy, Tanabe, Tokioka and TanabeVares-Lum, and Messrs. ChunLucien and Wo are members of the Fiduciary Investment Management Committee (“FIMC”). In 2017,Effective April 28, 2023, Messrs. Burak, Erickson, Lucien, Nichols and Vara, and Ms. Moy were appointed to a newly formed Balance Sheet Committee ("BSC"). BSC members receive a $500 meeting fee and the Chair of the BSC receives a $750 meeting fee. The annual retainer for DAC members remained unchanged at $10,000 and the annual retainer for the Chair of the DAC also remained unchanged at $20,000. The annual retainer for FIMC members remained unchanged at $10,000 and the annual retainer for the Chair of the FIMC chairman's (Ms. Tanabe) annual retainer was $12,500 and annual retainer fees for the FIMC and BPC members were $7,500 and $5,000, respectively. remained unchanged at $20,000.

The Directors are reimbursed for Board-related travel expenses, and directors who reside principally on the continental U.S. mainland receive an additional $5,000 annually to compensate them for travel time.

time, which remains unchanged from last year.

Director Stock Plan

The shareholders approved the 2015 Director Stock Compensation Plan (the “Director Stock Plan”) at the 2015 annual meeting. The purpose of the Director Stock Plan is to advance the interests of the Company by encouraging and enabling eligible non-employee members of the Board to acquire and retain throughout each member'smember’s tenure as director a proprietary interest in the Company by owning shares of Bank of HawaiiHawai‘i Corporation common stock. The Director Stock Plan allows for the granting of stock options, restricted common stock, and restricted stock units. Under the Director Stock Plan, the Board has the flexibility to set the form and terms of awards. In 2017,The Board receives an annual equity compensation value of $65,000. Based on the fair market value on the date of grant in April 2023, each of the 11 non-employee Board members was given a stock award of 6451,342 shares of restricted common stock (“Restricted Shares”) with a vesting date of April 20, 2018.19, 2024. Ms. Vares-Lum was appointed to the Board in May 2023 and received equity compensation of 1,525 shares of Company restricted common stock with a vesting date of April 19, 2024, in alignment with the remainder of the unexpired term. In 2017,2023, no stock options or restricted stock units were granted under the Director Stock Plan.

Directors'

Directors’ Deferred Compensation Plan

The Company maintains the Directors'Directors’ Deferred Compensation Plan (the “Directors’ Deferred Plan”), under which each non-employee director may participate and elect to defer the payment of all of his/his or her annual Board and committee retainer fees, or all of his/his or her annual Board retainer fees, or all of his/his or her annual committee retainer fees. At the director'sdirector’s choice, deferred amounts under the Directors'Directors’ Deferred Plan may be payable: 1) beginning on the first day of the first month after the participating director ceases to be a director of the Company; or 2) on an anniversary date of the director'sdirector’s choosing after the director ceases to be a director; or 3) a date specified by the director (which may include a date prior to the date a director ceases to be a director). Deferred amounts are paid to the participant in a lump sum or in equal annual installments over such period of years (not exceeding 10 years) as the participant elects at the time of deferral. If a participant dies, all deferred and previously unpaid amounts will be paid in a lump sum to the participant'sparticipant’s beneficiary on the second day of the calendar year following the year of death. A participant'sparticipant’s deferred amounts are adjusted for appreciation or depreciation in value based on hypothetical investments in one or more mutual funds or in shares of Bank of HawaiiHawai‘i Corporation common stock, as may be directed by the participant. The Company'sCompany’s obligations under the Directors'Directors’ Deferred Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plan. The assets of the trust are at all times subject to the claims of the Company'sCompany’s general creditors.

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Director Stock Ownership Guidelines

The Board believes it is important to support an ownership culture for the Company'sCompany’s directors, employees and shareholders. To ensure that linkage to shareholders occurs among the fiduciaries of the Company each non-management director is required to own a minimum amount of five times his or her annual cash retainer in Bank of HawaiiHawai‘i Corporation



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common stock. Directors are given five years from first joining the Board to achieve guideline levels of ownership. NineAs of January 31, 2024, 9 of the ten11 non-management directors standing for re-election have satisfied the ownership guidelines. Director Alicia E. Moy, who joined the Board in 2017, isThe two remaining directors are expected to satisfy the ownership guidelines within the required five-year period.

Director Compensation

The following table presents, for the year ended December 31, 2017,2023, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2017.


2023. Mr. Ho did not receive any additional compensation for services provided as a director.

DIRECTOR COMPENSATION TABLE

Name

 

Fees
Earned
or Paid in
Cash
($)(1)

 

 

Stock
Awards
($)(2)

 

 

Option
Awards
($)(3)

 

 

Non-Equity
Incentive Plan
Compensation
($)

 

 

Change in
Pension Value
and Non- qualified
Deferred
Compensation
Earnings
($)

 

 

All Other
Compensation ($)

 

 

Total
($)

 

S. Haunani Apoliona

 

 

81,500

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

146,493

 

Mark A. Burak

 

 

99,500

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

164,493

 

John C. Erickson

 

 

102,500

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

167,493

 

Joshua D. Feldman

 

 

93,500

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

158,493

 

Michelle E. Hulst

 

 

92,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

156,993

 

Kent T. Lucien

 

 

102,250

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

167,243

 

Elliot K. Mills

 

 

87,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

151,993

 

Alicia E. Moy

 

 

97,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

161,993

 

Victor K. Nichols

 

 

112,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

176,993

 

Barbara J. Tanabe

 

 

114,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

178,993

 

Dana M. Tokioka

 

 

75,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

139,993

 

Raymond P. Vara, Jr.

 

 

144,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

208,993

 

Suzanne P. Vares-Lum

 

 

50,250

 

 

 

59,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

110,060

 

Robert W. Wo

 

 

99,000

 

 

 

64,993

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

169,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Mmes. Apoliona and Hulst and Messrs. Burak, Lucien, Mills, Nichols and Wo elected to defer all of their respective fees earned in 2023. Ms. Tanabe elected to defer all of her Board retainer fees only. Mmes. Tokioka and Vares-Lum elected to defer all of their committee retainer fees only.
Name Fees
Earned
or Paid in
Cash
($)(1)		 Stock
Awards
($)(2)		 Option
Awards
($)(3)		 Non-Equity
Incentive Plan
Compensation
($)		 Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings
($)		 All Other Compensation ($) Total
($)
S. Haunani Apoliona 55,000
 52,555
 —
 —
 —
 —
 107,555
Mary G. F. Bitterman 86,750
 52,555
 —
 —
 —
 —
 139,305
Mark A. Burak 60,750
 52,555
 —
 —
 —
 —
 113,305
Michael J. Chun 55,000
 52,555
 —
 —
 —
 —
 107,555
Clinton R. Churchill 59,000
 52,555
 —
 —
 —
 —
 111,555
Robert Huret 62,500
 52,555
 —
 —
 —
 —
 115,055
Alicia E. Moy 49,272
 61,304
 —
 —
 —
 —
 110,576
Victor K. Nichols 60,500
 52,555
 —
 —
 —
 —
 113,055
Barbara J. Tanabe 66,250
 52,555
 —
 —
 —
 —
 118,805
Raymond P. Vara, Jr. 66,750
 52,555
 —
 —
 —
 —
 119,305
Robert W. Wo 69,250
 52,555
 —
 —
 —
 —
 121,805
(2)
The amounts in this column reflect the fair value of the restricted stock on the dates of grant. On April 28, 2023, the Company issued grants of 1,342 shares of restricted common stock to each of the non-management directors, each grant having an aggregate fair value of $64,993 based on the closing price of the Company’s common stock of $48.43 on the date of the grant; 100% of the grant will vest on April 19, 2024. On May 26, 2023, the Company issued a prorated grant of 1,525 shares of restricted common stock to Ms. Vares-Lum upon her appointment to the Board, the grant had an aggregate fair value of $59,810 based on the closing price of the Company’s common stock of $39.22 on the date of the grant; 100% of the grant will vest on April 19, 2024. As of December 31, 2023, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): Ms. Apoliona, 15,002 shares; Mr. Burak, 1,342 shares; Mr. Erickson, 1,342 shares; Mr. Feldman, 1,342 shares; Ms. Hulst, 1,342 shares; Mr. Lucien, 1,342 shares; Mr. Mills, 1,342 shares; Ms. Moy,1,342 shares; Mr. Nichols, 1,342 shares; Ms. Tanabe, 1,342 shares; Ms. Tokioka, 1,342 shares; Mr. Vara, 1,342 shares; Ms. Vares-Lum 1,525 shares; and Mr. Wo, 20,142 shares.
(1)Ms. Apoliona and Messrs. Huret, Nichols, and Wo elected to defer all of their respective fees earned in 2017.
(2)The amounts in this column reflect the fair value of the restricted stock on the dates of grant. On February 24, 2017, the Company elected Ms. Moy to the board to serve the remainder of the unexpired term from February to April 2017 and issued a grant of 103 shares of restricted common stock to Ms. Moy for her service on the board, which had an aggregate fair value $8,749 based on the closing price of $84.94 on the date of grant. Ms. Moy's 103 shares vested on April 21, 2017. On April 28, 2017, the Company issued grants of 645 shares of restricted common stock to each of the non-management directors, having an aggregate fair value of $52,555 based on the closing price of the Company's common stock of $81.48 on the date of the grant; 100% of the grant will vest on April 20, 2018. As of December 31, 2017, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): Ms. Apoliona, 2,568 shares; Dr. Bitterman, 645 shares; Mr. Burak, 645 shares; Dr. Chun, 2,445 shares; Mr. Churchill, 2,445 shares; Mr. Huret, 645 shares; Ms. Moy, 645 shares; Mr. Nichols, 645 shares; Ms. Tanabe, 645 shares; Mr. Vara, 645 shares; and Mr. Wo, 2,445 shares.
(3)No option awards were granted in 2017. As of December 31, 2017, no director had outstanding options to purchase shares of the Company's common stock.

(3)

No option awards were granted in 2023. As of December 31, 2023, no director had outstanding options to purchase shares of the Company’s common stock.
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Act provides shareholders the opportunity to vote, on an advisory (non-binding) basis, to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules.

As an advisory vote, this proposal is not binding upon the Company. However, the Human Resources & Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders and considers the outcome of the vote when making future compensation decisions for its executive officers. The Company currently conducts annual advisory votes on executive compensation. The Company’s shareholders approved its executive compensation at the 20172023 Annual Meeting of Shareholders.

As described in the Compensation Discussion and Analysis, the primary focus of the Company'sCompany’s executive compensation programs is to encourage and reward behavior that the Board believes will promote sustainable growth in shareholder value.value, and to discourage excessive risk-taking. Our executive compensation programs are intended to balance risk and reward in relation to the Company’s overall business strategy and further align management’s interests with shareholders’ interests. The Company’s commitment to a performance culture is reflected in its strong financial performance in recent years. Accordingly, the Board of Directors recommends that shareholders approve the executive compensation programs by approving the following advisory resolution:

RESOLVED, that the shareholders of Bank of HawaiiHawai‘i Corporation approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the Company’s 20182024 proxy statement pursuant to the compensation disclosure rules of the SEC, which disclosure includes the Compensation Discussion and Analysis section, the compensation tables, and the accompanying footnotes in this proxy statement.

The Board of Directors recommends a vote “FOR” the foregoing proposal.


HUMAN RESOURCES & COMPENSATION COMMITTEE REPORT

The Human Resources & Compensation Committee, composed entirely of independent directors in accordance with the applicable laws, regulations, NYSE listing requirements and the Governance Guidelines, sets and administers policies that govern the Company’s executive compensation programs, and various incentive and stock programs. As members of the Human Resources & Compensation Committee, we have reviewed and discussed the Compensation Discussion and Analysis to be included in the Company’s 20182024 Proxy Statement with management and, based on these discussions, recommended to the Company’s Board (and the Board subsequently approved the recommendation) that the Compensation Discussion and Analysis be included in such Proxy Statement.

As submitted by the members of the Human Resources & Compensation Committee,

Robert W. Wo, Chairman

Mary G. F. Bitterman
AliciaChair

Joshua D. Feldman

Michelle E. Moy

Hulst

Elliot K. Mills

Barbara J. Tanabe

Raymond P. Vara, Jr.




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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the compensation structure, process and implementation in 20172023 for our Named Executive Officers (“NEOs”). The NEOs in 20172023 were:

Peter S. Ho

Chairman of the Board of Directors, Chief Executive Officer, and President

Kent T. Lucien

Dean Y. Shigemura

Vice Chair and Chief Financial Officer

Marco A. Abbruzzese

Vice Chair and Senior Executive Director Wealth Management

Matthew K.M. Emerson

Vice Chair and Chief Strategy Officer

Dean Y. Shigemura

S. Bradley Shairson

Vice Chair Chief Financial Officer

Wayne Y. HamanoVice Chair, Chief Commercial Officer
Mark A. RossiVice Chair, Chief Administrative Officer, General Counsel and Corporate Secretary
Mary E. SellersVice Chair,Deputy Chief Risk Officer
Derek J. NorrisVice Chair, Residential and Consumer Lending


CD&A TABLE OF CONTENTS


The CD&A is organized as follows:

Page

Compensation-Related Highlights

37

2023 Shareholder Outreach

Page

38

Compensation-Related HighlightsAttracting Qualified Executives

30

39

Executive Summary

Succession Update

32

39

A New Compensation Plan for 2024 and Beyond

39

2017 Executive Compensation Program DesignGovernance Summary

32

41

Compensation Policies and Practices

33
Business and Performance Overview

34

41

2023 Incentive Plan Metrics

43

Detailed Discussion and Analysis

37

46

Executive Compensation Philosophy

37

46

Executive Compensation Philosophy Drives Performance

38
Executive Compensation Process

38

46

Peer Group and the Market Check

40

48

S&P Supercomposite Regional Bank Index

41

49

Role of the Compensation Consultant

41

49

Compensation and Risk Management

41

49

Elements of the Compensation Program

42

49

20172023 Base Salary

42

49

20172023 Short-Term Incentive Compensation

43

50

20172023 Long-Term Incentive Compensation

48

53

Benefits and Retirement Plans Sponsored by the Company

48

54

Perquisites

49

54

Change-in-Control and Severance Arrangements

49

54

No Excise Tax Gross-Ups

49

55

Vesting of Equity Incentive Compensation on Change-in-Control (Double-Trigger)

49

55

Other Matters

50

56

Stock Ownership Requirements

50

56

Clawback Policy

50

56

Anti-Hedging and Pledging Policies

50

56

Tax Considerations

50

56

Executive Compensation Tables

51

57

Summary Compensation Table

51

57

All Other Compensation Table

58

52Change-in-Control, Termination, and Other Arrangements

64

Pay Versus Performance

66

CEO Pay Ratio

69



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•
20172023 Compensation Program
o
Continued emphasis on pay-for-performance philosophy
o
Short-term incentive (“STI”) and long-term incentive (“LTI”) plans are 100% performance-based (no use of time-based LTI) for all NEOs
▪
Approximately 78% of our CEO’s total compensation (salary, STI, LTI and all other compensation) is performance-based. This is a much higher percentage compared to other regional banks in our peer group where, on average, 40% of CEOs receive LTI in time-based RSU

Peer Group

Percentage of Total CEO Compensation That Is Performance-Based

◦

Short- and long-term incentive plans are 100% performance-based.

◦

25th Percentile

The short-term incentive plan provides for 80% quantitative and 20% qualitative performance measures.

50%

◦

Median

The long-term incentive plan provides for a three-year performance period, with a 3-year cliff vesting period, for the 2017-2019 performance period.

57%

◦

75th Percentile

The short- and long-term incentive plan quantitative performance metrics are measured relative to the identified peer group performance and are not absolute.

65%

BOH

78%

Strong Operational Performance
▪

◦Return-on-Equity and Stock Price-to-Book Ratio are key measures of the Company’s financial health and are key performance metrics in the executive compensation program.  Return-on-Equity was 15.27% and Stock Price-to-Book Ratio was 2.95 as of December 31, 2017, both in the top quartile of peers.  Tier 1 Capital Ratio, also a key performance metric in the executive compensation program, was 13.24% as of December 31, 2017, far exceeding the minimum ratio necessary to be characterized as “well-capitalized.”
a2018proxyverticalbargraph.jpg
◦History of consistent dividends, even through the financial crisis. The Company increased the dividend payable to shareholders commencing in the first and third quarters of 2017.
◦Recognition For Excellence
▪
Again rated as Hawaii's Best Bank by the Honolulu Star Advertiser and Honolulu magazine, and continues to be ranked in the top 10 performing large U.S. banks, according to Forbes magazine.
▪Deposits are rated Aa2 by Moody's Investor Services, making us one of the highest-rated financial institutions nationally and globally.
▪Received the Financial Services Roundtable's "Corporate Social Responsibility Leadership Award" for the seventh consecutive year.
▪
Again named among Hawaii's "Best Places to Work" as ranked by Hawaii Business magazine, and the No. 1 "Most Family Friendly" large company in the state.






30

Table of ContentsThe LTI plan provides for a three-year performance period, with three-year cliff vesting

o
Continued AlignmentYear-over-year STI payouts are substantially lower because earnings per share (“EPS”) determines the level of Executive Pay with Company Performance
◦79% of CEO total compensation (salary, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is performance-based; 100% of short- and long-term incentives are performance-based.
◦Short-term and long-term incentives are tied to rigorous performance metrics, 80% of short-term incentives and 100% of long-term incentives are based on quantitative and relative criteria.
◦Significant share ownership requirements (5x base salary for CEO and 2x base salary for other NEOs).
Consistent Shareholder Engagement
◦During 2017, we again reached out to major shareholders to solicit their input regarding the design, or any other aspects, of our compensation program. We received no suggestions for changing our approach to compensation, evidencing strong shareholder support for the program.
Ÿ Say-on-Pay Results
◦At the 2017 Annual Meeting, our say-on-pay proposal received support from 96% of votes cast.

            a2018proxysupportexeccomp.jpg



31

Tablefunding of Contentsour bonus pool, and EPS was down 25% in 2023

o
Executive Summary

2017 Executive Compensation Program Design
The short- and long-term incentive plan quantitative performance metrics finished in the top quartile relative to the identified peer group. One-year Total Shareholder Return finished above median relative to peers
Pay Elements2017 Design Elements
Short-Term Incentive Plan 100% Performance-Based
•
80% quantitative performance metrics
o Three performance metrics set at challenging levels relative to peers* weighted as follows:
§ Return-on-Equity (35%);
§ Stock Price-to-Book Ratio (35%); and
§ Tier 1 Capital Ratio (10%).
o To achieve full payout, top quartile performance in Return-on-Equity, Stock Price-to-Book Ratio and 50th and above percentile performance in Tier 1 Capital Ratio must occur
o To achieve any payout, top two quartile performance must occur with the actual payout determined by performance and metric weighting
•
20% qualitative performance metrics
Long-Term Incentive Plan 100% Performance-Based
•
Three-year plan
•
Three-year sustained performance period
•
Three-year cliff vesting
•
100% quantitative performance metrics
o Three performance metrics set at challenging levels relative to peers* weighted as follows:
§ Return-on-Equity (45%);
§ Stock Price-to-Book Ratio (45%); and
§ Tier 1 Capital Ratio (10%).
•
To achieve full payout, top quartile performance in Return-on-Equity, Stock Price-to-Book Ratio and 50th and above percentile performance in Tier 1 Capital Ratio must occur.
•
To achieve any payout, top two quartile performance must occur with the actual payout determined by performance and metric weighting.
*S&P Supercomposite Regional Bank Index (excluding banks with assets > $50.0 billion) as of January 3, 2017
o

Weighting of Performance Metrics
(100% Performance-Based)
a2018proxystipiechart.jpga2018ltipiechart.jpg


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Table of ContentsAs we committed to in 2022, no retention awards were granted to NEOs in 2023, as the awards made in prior years were effective in retaining our senior leaders and allowed for an orderly succession

o
Compensation Policies and Practices
OurEngaged with shareholders on executive compensation and corporate governance programsbegan the process of developing a new executive compensation program that was approved and implemented in early 2024
•
2024 Compensation Program Updates
o
In response to shareholder feedback, we redesigned our executive compensation program to enhance alignment with our Company strategy, significantly reduce the overlap in our incentive metrics, and re-establish our pay levels and performance opportunities. Changes include:
▪
Introducing additional STI and LTI metrics for 2024
▪
CEO STI metrics go from Return on Common Equity (“ROCE”) (weighted 40%), Price to Book (“P/B”) ratio (weighted 40%) and individual performance (weighted 20%) in 2023 to a balanced scorecard measuring profitability, asset quality, financial returns, a strategic measure, and individual performance in 2024, each weighted 20%. EPS growth will determine size of overall bonus pool
▪
LTI metrics go from ROCE (weighted 50%) and P/B ratio (weighted 50%) to ROCE (weighted 70%) and introducing Total Shareholder Return (“TSR”) (weighted 30%) for 2024 equity grants; eliminating P/B ratio
o
Individual performance measured against refreshed strategic goals
o
The same scorecard drives other NEO STI payouts, with a greater emphasis placed on individual contribution within their line of sight and sphere of influence
o
Incentives remain 100% performance-based, no time vesting, which continues our commitment to aligning pay with performance
o
Significant reduction in historic LTI grant values of 40% as part of a plan to target CEO compensation at peer median while maintaining potential leverage to reward for appropriate performance.

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2023 Shareholder Outreach

In 2023 and into 2024, the Company continued its ongoing effort to communicate with shareholders and solicit feedback on matters of importance, including our compensation philosophy and plan. Because we noticed a modest decline in support for our annual Say-on-Pay proposal in 2023, we enhanced our outreach efforts to make sure we fully understood shareholders’ views of our pay program.

img208917557_20.jpg 

As part of this effort, we solicited feedback from our thirty largest shareholders, representing voting authority for approximately 74% of shares outstanding, including all of the top shareholders who voted no on our Say-on-Pay proposal last year. We conducted virtual meetings with six shareholders representing voting authority for approximately 37% of shares outstanding, including three of our top five shareholders. These meetings were led by the Chair of our Human Resources & Compensation Committee and included the Company’s Chief Administrative Officer and Investor Relations team.

Shareholder Engagement

img208917557_21.jpgimg208917557_22.jpg 

As in years past, a large majority of the shareholders we contacted indicated they had no concerns with our executive pay program and were complimentary of the Company’s business strategies, management and performance. That said, below is what we learned through our engagement process and what we plan to do about it:

o Shareholders were interested in learning more about the decision-making process and design of the signing bonus and make-whole payments utilized to successfully attract Marco Abbruzzese to join the Company, but which made his compensation appear outsized for the year

▪
Below we provide additional context for Mr. Abbruzzese’s one-time initial hiring compensation package, as well as that of S. Bradley Shairson, who joined the Company in 2023 as Vice Chair and Deputy Chief Risk Officer and will ascend to Chief Risk Officer as part of our orderly succession plan

o The CEO’s target equity value appeared to be higher than bank peers

▪
In 2024 and beyond, all NEO target equity value has been reduced, with a potential for higher payouts in return for superior performance

o Questions about pay versus performance alignment remain, but are mitigated by the fact that 100% of STI and LTI compensation is performance-based

▪
More comprehensive performance assessment introduced for 2024, including a balanced STI scorecard and Total Shareholder Return influencing LTI

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o The metrics used for STI and LTI appear to be overlapping

▪
For LTI and STI, P/B ratio metric has been eliminated; introducing new profitability, asset quality, strategic and shareholder value metrics to better align pay with performance

Attracting Qualified Executives as Part of BOH’s Succession Plan

Enticing qualified executives to leave established careers at other institutions has long been a challenge in the banking industry generally, and even more so in the Hawaiian market, due mainly to its small size, remote location and high cost of living. In January of 2022 the Company hired Marco A. Abbruzzese as Vice Chair and Senior Executive Director of Wealth Management to lead a renewed strategic focus into this important area of our diversified business portfolio. To convince Mr. Abbruzzese to join the Company and forgo compensation he expected to receive from his long-time former employer Wells Fargo, the Committee awarded him a signing bonus, relocation allowance, and make whole awards totaling $1.75 million – of which $450,000 was a signing bonus, $100,000 was relocation allowance, and $1.20 million represented a make-whole award for the compensation opportunity he forfeited at his former employer. These one-time payments made Mr. Abbruzzese’s compensation for 2022 appear outsized in last year’s proxy statement. On a normalized basis, his compensation has returned to a much lower level in 2023.

Similarly, as part of the well-defined succession plan to replace our retiring Chief Risk Officer, in May of 2023 the Company hired S. Bradley Shairson away from his employer Regions Bank, where he served as Chief Operating Officer and Chief Risk Officer of Regions Bank Capital Markets, and appointed him Vice Chair and Deputy Chief Risk Officer. To help land Mr. Shairson, the Committee awarded him a signing bonus, relocation allowance and make-whole equity totaling $1.62 million – of which $150,000 was a signing bonus, $65,000 was relocation allowance, and $1.40 million represented make-whole compensation, in a mixture of time and performance-based equity, for the compensation opportunity he forfeited at his former employer. If Mr. Shairson voluntarily terminates his employment prior to completing one year of service with the Company, he must reimburse one-half of all bonuses received. As was the case with Mr. Abbruzzese, none of the one-time payments to Mr. Shairson will be repeated in the future, and his compensation is expected to return to a more normalized level relative to peers next year.

Succession Update

In last year’s proxy statement, the Company described certain retention payments made in 2021 and 2022 pursuant to a plan developed together with our independent compensation consultant that was designed to closely link paykeep top executive talent planning to retire in place long enough to allow for an orderly leadership transition. That plan, which the Company has been executing for the last three years, has been demonstrably successful. Two of the executives who received retention awards, Vice Chair and Senior Executive Director Operations & Technology Sharon M. Crofts and Vice Chair and Chief Risk Officer Mary E. Sellers have reached the end of their retention periods and chose to retire from lengthy and productive careers with operational performancethe Company, effective March 29 and increases31, respectively. The retention awards granted to Ms. Crofts and Ms. Sellers provided the time necessary for them to transition their responsibilities to the next generation of leadership – namely, Mr. Shairson, who will become Chief Risk Officer upon Ms. Sellers’ retirement, and current Senior Executive Vice President and Chief Information Officer Taryn L. Salmon, who will assume Ms. Crofts’ duties upon her retirement.

The Company made no retention or other extraordinary long-term incentive grants during 2023.

A New Compensation Plan for 2024 and Beyond

Short-Term Incentive

For 2024, the Company will determine the CEO’s STI award based upon a balanced scorecard that equally measures profitability, asset quality, financial returns, a strategic measure, and individual performance. Each of these measures will be given equal weighting in determining the CEO’s cash bonus. Accordingly, Pre-Provision Net Revenue (“PPNR”) will be measured against a target set at the beginning of the year, and is designed to encourage budget discipline among executives throughout the year. Making sure that a conservative credit culture drives behavior, the level of non-performing assets will be measured relative to peers. ROCE remains a key measure of the Company’s financial health, and will continue to be measured against peers, although weighted less than in prior years. Inasmuch as the Company’s brand is a differentiator in our marketplace, a focus on customer experience has been a key strategic initiative for several years, and for 2024 the strategic metric will be our Customer Experience score, as measured by the proprietary framework developed by Forrester, a global research company. As in years past, the CEO’s individual contribution will be determined based on an assessment of strategic initiatives, community presence and reputation, and leadership development and succession. NEO personal contributions will be measured against strategic goals that have been refreshed for 2024. Finally, the overall incentive pool will continue to be determined by EPS growth.

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2024 Long-Term Incentive

For 2024 and going forward, the Company has also significantly changed how it plans to measure long-term shareholder value while minimizing excessive risk taking. To help us accomplish these important objectives,performance by removing Price to Book ratio and introducing a TSR metric. Accordingly, beginning with grants to NEOs in 2024, ROCE and TSR, weighted at 70% and 30%, respectively, measured over a three-year performance period, will determine whether and to what extent awards vest. In addition, the Committee has determined that the number of awards granted NEOs should be reduced, with an opportunity to earn up to two times the grant amount if superior performance is achieved.

The below chart shows graphically the year over year changes to the Company’s short- and long-term incentive programs:

Performance

2023

2024

 

Weighting

Category

(STI and LTI)

STI

LTI

Measurement

STI

LTI

Profitability

 

Pre-Provision Net Revenue

 

Absolute

20%

 

Asset Quality

 

Non-Performing Assets

 

Relative

20%

 

Financial Returns

ROCE
(STI and LTI)

ROCE

ROCE

Relative

20%

70%

Shareholder Returns

Price to Book
(STI and LTI)

 

Total Shareholder Return

Relative

 

30%

Strategic Measure

 

Customer
Experience

 

Absolute

20%

 

Individual

Individual
(STI)

Individual

 

Absolute

20%

 

2024 Long-term Incentive Award Grant Level

Through 2023, the Company granted NEO long-term incentive recipients the number of shares that would vest if the Company performed at the target level, which was set at the top-quartile relative to peers, and there was no opportunity to earn more than the target level. In 2024 and going forward, we have adoptedreduced the following policiesnumber of shares granted while providing the opportunity to earn additional shares by over-performing relative to peers. This results in a reduction in LTI grant values and lowers target total direct compensation by 20% for the CEO and an average of 13% year-over-year for other NEOs, is more consistent with market practices over time:and our peer group, and is designed to establish our CEO’s target equity value at the 50th percentile relative to peers.

 

LTI Grants

Total Direct Compensation

 

2023

2024

2023 vs. 2024

2023

2024

2023 vs. 2024

CEO

$3,000,067

$1,800,000

-40%

$4,485,867

$3,571,600

-20%

NEO Average

$750,079

$401,250

-47%

$1,380,779

$1,199,010

-13%

2024 LTI grants reflect the actual amount granted in February 2024 to the CEO, and the average of the actual amounts granted to the other NEOs. 2024 Total Direct Compensation is an estimate that includes current salary, 2024 LTI grants, and a target STI amount (1x salary for the CEO; .8x salary for the other NEOs).

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Compensation Program Governance Summary

What we do

What we don’t do

Compensation Program Governance Summary
üRobust

• Maintain a robust shareholder engagement process

üDemonstrated

• Demonstrate responsiveness to shareholder concerns and general feedback

üCompensation program closely aligns pay

• Pay for performance by tying a substantial portion of executive compensation to performance goals, with performance

üSignificant share100% of incentives being performance-based

• Evaluate executive compensation data and practices of our peer group companies as selected annually by the Committee with guidance from the independent compensation consultant

• Regularly conduct assessments to identify and mitigate risk in compensation programs

• Maintain significant stock ownership requirements (5x base salary for CEO, 2x for other NEOs)

ü

• Maintain a clawback policy

• Engage an independent compensation consultant to evaluate and advise the Committee on executive compensation program design and pay decisions

• Maintain an independent committee

Significant portion of compensation is variable and performance-based
ü

• No employment or severance agreements with NEOs

üAnti-hedging and anti-pledging stock policies
üCompetitive benchmarking to ensure executive officer compensation is aligned to the market
üRegularly conduct assessments to identify and mitigate risk in compensation programs
üFormalized clawback policy
ü

• No single-trigger change-in-control provisions

• No tax gross-ups

üDouble-trigger change-in-control provisions
ü

• No excessive perquisites

ü

• No hedging and pledging stock transactions by executives and directors

• No repricing of equity incentive awards

üIndependent compensation consultant
üIndependent committee




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Business and Performance Overview

The Company is a full-service regional financial institution serving businesses, consumers, and governments, in Hawaii, American Samoa, and the West Pacific. Bank of Hawaii, our principal subsidiary, was founded in 1897.
For

We are organized into three business segments for management reporting purposes we operate in four business segments: Retailpurposes: Consumer Banking, Commercial Banking, Investment Services and Private Banking, and Treasury and Other. Retail

Consumer Banking offers a broad range of financial products and services, to consumersincluding loan, deposit and small businesses.insurance products; private banking and international client banking services; trust services; investment management; and institutional investment advisory services. Consumer Banking also provides a full-service brokerage offering equities, mutual funds, life insurance, and annuity products. Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans, and small business loans and leases, and credit cards.leases. Deposit products include checking, savings, and time deposit accounts. RetailPrivate banking and personal trust groups assist individuals and families in building and preserving their wealth by providing investment, credit, and trust services to high-net-worth individuals. The investment management group manages portfolios utilizing a variety of investment products. Also within Consumer Banking, alsoinstitutional client services offers retail insurance products.investment advice to corporations, government entities, and foundations. Products and services from RetailConsumer Banking are delivered to customers through 6951 branch locations and 387318 ATMs throughout HawaiiHawai‘i and the Pacific Islands, e-Bankoh (on-line(online banking service), a 24-hour customer service center, and a mobile banking service.

Commercial Banking offers products including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing, and deposit products. Commercial lending and deposit products are offered to middle-market and large companies in HawaiiHawai‘i and the Pacific Islands. In addition, Commercial Banking offers deposit products to government entities in Hawaii.Hawai‘i. Commercial real estate mortgages focus on customers that include investors, developers, and builders predominantly domiciled in Hawaii.Hawai‘i. Commercial Banking also includes international banking and provides merchant services to its customers.

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Investment Services
Table of Contents

Treasury consists of corporate asset and Private Banking includes private banking and international client banking, trust services, investmentliability management activities, including interest rate risk management and institutionala foreign currency exchange business. This segment’s assets and liabilities (and related interest income and expense) consist of interest-bearing deposits, investment advisory services. A significant portionsecurities, federal funds sold and purchased, and short and long-term borrowings. The primary sources of this segment’snoninterest income is derivedare from fees, which are generally based onbank-owned life insurance, net gains from the market valuessale of investment securities, and foreign exchange income related to customer-driven currency requests from merchants and island visitors. The net residual effect of the transfer pricing of assets under management. The private banking and personal trust group assists individuals and familiesliabilities is included in building and preserving their wealth by providing investment, credit, and trust services to high-net-worth individuals. The investment management group manages portfolios utilizing a varietyTreasury, along with the elimination of investment products. Institutional client services offer investment advice to corporations, government entities, and foundations. This segment also provides a full service brokerage offering equities, mutual funds, life insurance, and annuity products.

intercompany transactions.

We concluded 20172023 with solid financial performance. Duringperformance, with the Company continuing to execute on its strategy of delivering consistent, superior risk-adjusted returns over time. Over the year our loan balances reached $9.8grew to $14.0 billion, an increase of 9%2.33% from 2016. Deposit growth2022. Our deposit balances also remained strong during the year, increasingincreased to $14.9$21.1 billion, up 4%2.13% from 2016. Our asset2022. Asset quality remained stable and our capital and liquidity ratios remained quiteremain strong. The Return-on-EquityReturn-on-Common-Equity for the year was 15.27%13.89%, Return-on-Assets was 0.71%, and our efficiency ratio improved to 55.66%was 64.95%.



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Company Performance Highlights
The following briefly summarizes the Company’s recent stock price and financial performance:

Total Shareholder Return (TSR)
The Company delivered record Diluted earnings per common share in 2017 and increasedwas $4.14 for the dividend twice. Dividends per share in 2017 increased 8%full year of 2023, compared with 2016. Following$5.48 in 2022. Net income for the national electionyear was $171.2 million, compared with $225.8 million in 2016, investor expectations related to the benefits of potential tax reform and reduced regulatory burdens were very different among peer banks and the Company’s already strong financial metrics and top quartile price-to-book resulted in underperforming our peers. Our one-year negative TSR of 0.9% in 2017 was below the averageprevious year.

The performance of the Company in 2023 must be viewed through the lens of the significant market disruption that took place following the Spring failures of Silicon Valley Bank, Signature Bank, and First Republic Bank. Despite the unique nature of each of those institutions’ business models, many investors and commenters questioned the continued viability of the mid-size bank sector as a whole, and many speculative short sellers sought to take advantage of that uncertainty. Indeed, some mid-size peers of the Company saw substantial deposit outflow, and share prices suffered across the sector.

While the Company’s market capitalization was negatively affected more than most during the year, we saw no appreciable change in our business. To the contrary, the strength of our brand, the loyalty of our long-tenured, granular deposit base, and the hard work of our dedicated bankers shone through. The Company grew deposits by 2.1% year over year, without having to tap the brokered deposit market, while the broader commercial bank sector saw deposits decline by 1.9%. The Company kept deposit cost low, with an average cost of total deposits of 1.67% as compared to a KRX median of 2.11% in the fourth quarter of 2023. As a result, when the market disruption subsided and the sector rebounded, the Company significantly out-paced its peers in recovering value.

img208917557_23.jpg 

As mentioned, the hallmark of the Company is to strive to produce superior, risk-adjusted returns, over time. To do this, we run a conservative business, apply strict credit underwriting standards, and do business only with customers we know in geographies we understand. We believe this level of prudence is apparent in the quality of our assets – for the fourth quarter of 2023 our non-performing assets level was 0.08% and our net charge-off rate was 0.05%. The steady nature of our business is also apparent in our performance over time, with our ROCE and P/B ratio consistently landing in the top-quartile relative to peers, and our TSR over the last sixteen years outpacing the market, all proving the Company’s long-term value proposition.

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img208917557_24.jpg 

In 2023, the Company continued to return value to its shareholders through dividends and share repurchases. The Company maintained the quarterly dividend of $0.70 per share throughout 2023 and purchased 150,000 shares in 2023 through its share repurchase program. From the beginning of the share repurchase program initiated during July 2001 through December 31, 2023, the Company has repurchased 58.2 million shares of common stock and returned a total of nearly $2.4 billion to our common shareholders at an average cost of $41.24 per share. Total shareholders’ equity was $1.4 billion at December 31, 2023.

2023 Incentive Plan Metrics

The LTI program measures ROCE and P/B ratio over a three-year sustained performance period and both measures are equally weighted (50% P/B, 50% ROCE). To achieve full payout, top-quartile performance relative to peers* is required. The Board believes that these metrics are strong measures of management’s ability to drive profitability (ROCE) and enhance shareholder equity (P/B), resulting in both short- and long-term shareholder value.

For the CEO STI program, annual measurement of ROCE and P/B each receive a 40% weighting. In addition, 20% of STI depends on a qualitative assessment of disciplined other metrics relating to Strategic Initiatives, Community Presence/Reputation, and Leadership Development/Succession. Finally, the Company determines the amount of the overall STI bonus pool by assessing annual growth in earnings per common share (EPS), effectively making EPS a fourth metric upon which to determine STI payouts. In 2023, the Company saw a significant decline in EPS, and NEO short-term incentives were substantially reduced as a result. As mentioned, the incentive plan metrics have been revamped beginning in 2024.

*S&P Supercomposite Regional Bank Index the S&P Supercomposite Bank Index (each excluding those(excluding banks with greater thanassets > $50.0 billion in assets),billion) as of January 3, 2023.

img208917557_25.jpg 

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•
Strong Operational Performance Based on Current Metrics
o
Return-on-Common-Equity was 13.89% and the KBW Regional Bank Index.
The Company’s three-year TSRStock Price-to-Book Ratio was 2.43 as of 56.5% exceeded the average performance of the S&P Supercomposite Regional Bank Index, the S&P Supercomposite Bank Index (each excluding those banks with greater than $50.0 billion in assets), and the KBW Regional Bank Index.
On a longer-term basis, we generated significant shareholder value with a five-year return of 124.9%. However, on a relative basis, our five-year TSR slightly lagged that of the relevant indices because the Company successfully navigated the financial crisis and, as such, did not experience the stock price volatility and steep stock declines that many other companies experienced during the period. Company and management performance remained strong throughout the financial crises and we maintained our unbroken record of paying dividends to our shareholders, increasing the dividend payable to shareholders commencing in the second quarter of 2016 and also in the first and third quarters of 2017. The result is that we believe our relative TSR is not indicative of the Company’s consistent strong financial performance. Our return on equity continues to remainDecember 31, 2023, both in the top quartile of our peers and has been a better indicator of our performance in recent years.peers.

img208917557_26.jpg 

img208917557_27.jpg 

"Return-on-Common-Equity" shall be measured as

of December 31 of such year

"Stock Price-to-Book Ratio" shall be measured based on stock price as of December 31 and book value as of September 30 of such year

Key Performance Metrics

img208917557_28.jpg 

img208917557_29.jpg 









35

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Key Performance Metrics


a2018proxyroebargraph.jpg    a2018proxystockptbbargraph.jpg
a2018proxytier1capratiograph.jpg


Deposit and Loan Growth


a2018proxydepositsbargraph.jpg    a2018proxyloansbargraph.jpg




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img208917557_30.jpg 

img208917557_31.jpg 

Strong Credit Risk Profile


    a2018proxycotoavgloans.jpg    a2018proxyratioalll.jpg

Maintaining a

img208917557_32.jpg 

img208917557_33.jpg 

A Balanced Approach to Capital Return

img208917557_34.jpg 

img208917557_35.jpg 


•
    a2018proxydivpersharegraph.jpg    a2018proxysharerepograph.jpg

Dividends: In 2017,2023, the Company increasedmaintained its quarterly dividend by $0.02to common shareholders of $0.70 per share from $0.48 to $0.50 in the first quarter of 2017 and an additional $0.02 per share to $0.52 commencing in the third quarter of 2017.share.
•
Returning Value to Shareholders: The Company returned $47.1$9.9 million in capital to shareholders through share repurchases in 2017.2023.

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Detailed Discussion and Analysis

Executive Compensation Philosophy

At Bank of Hawaii,Hawai‘i, we believe that executive compensation should reflect strong alignment between pay, performance and shareholders'shareholders’ interests while maintaining a balanced approach to risk and reward. Compensation programs should reinforce support for our vision and bestrategy, and remain consistent with market compensation trends after taking into account the unique circumstances facing Bank of HawaiiHawai‘i in light of geographic, demographic, and economic conditions in the markets served by the Company.Company, including the challenge of attracting and retaining top-notch executives. The Human Resources & Compensation Committee ("(“the Committee"Committee”) believes that compensation should recognize short- and long-term performance by including both cash and equity components.

components, and rewarding individual performance.

The primary focus of the Company'sCompany’s executive compensation program is to encourage and reward performance that supports the Company'sCompany’s long-term business strategies and promotes sustainable growth in shareholder value. The Company believes that its goals are best supported by rewarding its NEOs for outstanding contributions to the Company'sCompany’s success, compensating those officers competitively with similarly situated executive officers, and providing its NEOs with equity to encourage and motivate them to focus on the Company'sCompany’s long-term growth and success.



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The Committee is responsible for developing and implementing the executive compensation program. With the support of its independent compensation consultant, Willis Towers Watson, the Committee has designed and implemented an executive compensation program that is structured to:

◦
Align executive compensation with shareholder value creation;
◦
Encourage retention and growth opportunities for executives;
◦
Compensate executives for measurable and meaningful levels of Company performance; and
◦
Balance performance incentives while not encouraging excessive risk taking by executives.
Executive Compensation Philosophy Drives Performance
We believe that the Company’s performance on key measures is evidence that the Company’s pay for performance approach to compensation facilitates consistent strong performance and growth. The Company achieved record diluted earnings per share of $4.33 for the full year of 2017, up 2% from diluted earnings per share of $4.23 in 2016. Net income for the year was $184.7 million, up $3.2 million or 2% from net income of $181.5 million in the previous year. The return on average assets for the full year of 2017 was 1.10% compared with 1.15% in 2016. The return-on-equity for the full year of 2017 was 15.27% compared with 15.79% in 2016. The efficiency ratio for the full year of 2017 was 55.66% compared with 57.01% during the full year of 2016.
During 2017, loan balances continued to grow and reached $9.8 billion at December 31, 2017, up 9% from $8.9 billion at December 31, 2016. Total assets increased to a historical high of $17.0 billion at December 31, 2017, up from $16.5 billion at December 31, 2016. Deposit growth also remained strong during the year, increasing to $14.9 billion at December 31, 2017, up 4% from $14.3 billion at December 31, 2016. The Company’s overall asset quality continued to remain strong during 2017. Total non-performing assets were $16.1 million at December 31, 2017 compared with $19.8 million at December 31, 2016.
The Company continued to return value to its shareholders through dividends and share repurchases. In 2017, the Company increased its quarterly dividend in the first quarter of 2017 by $0.02 per share from $0.48 to $0.50. The Company further increased the quarterly dividend an additional $0.02 per share to $0.52 during the third quarter of 2017. The Company also continued its share repurchase program, purchasing 847,076 shares in 2017. From the beginning of the share repurchase program initiated during July 2001 through December 31, 2017, the Company has repurchased 54.2 million shares and returned over $2.0 billion to shareholders at an average cost of $38.29 per share. In the third quarter of 2017, the Company's Board of Directors increased the authorization under the share repurchase program by an additional $100.0 million. The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, regulations, applicable SEC rules, and various other factors. Total shareholders’ equity was $1.12 billion at December 31, 2017, down from $1.16 billion at December 31, 2016.

Executive Compensation Process

The Committee’s annual process for setting NEOs’ compensation begins in the fourth quarter of each year when the Company’s senior management team sets operating and financial goals for the coming year. Using data and analysis provided by an independent compensation consultant and considering senior management’s operating and financial goals, as well as the market environment, the Committee establishes compensation levels and challenging performance goals for the year.

The compensation program is designed and implemented as follows:

(1)
The Committee leads a robust process to set and measure challenging goals: Company performance objectives are subject to a robust goal-setting process in which the Committee considers business-driven bottom-up and corporate top-down budgets and market projections. In setting each NEO's total compensation, the Committee considers among other factors, Company performance, shareholder value creation, the competitive marketplace, and the awards given to NEOs in past years.
(1)
The Committee leads a robust process to set and measure challenging goals: Company performance objectives are subject to a robust goal-setting process in which the Committee considers business-driven bottom-up and corporate top-down budgets and market projections. In setting each NEO's total compensation, the Committee considers among other factors, Company performance, shareholder value creation, the competitive marketplace, and the awards given to NEOs in past years.

Commencing in February of each year, the Committee reviews the annual results of the Company compared to the business plan, and uses this review as the basis for the annual evaluation of the CEO. The Committee reviews the relative performance for the quantitative performance metrics. The CEO does not attend executive sessions of the



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Committee when his own compensation is being reviewed or determined. The Committee'sCommittee’s evaluation is discussed with the full Board, excluding the CEO, and communicated to the CEO by the Lead Independent Director.

Based on similar factors and individual objectives, including an assessment of effective risk management, the CEO annually reviews the performance of each of the other NEOs. The conclusions and recommendations based on those reviews, including any recommendations for salary adjustments, annual awards and equity components, are presented to the Committee for consideration.

The Committee believes that retaining discretion to assess the qualitative performance of the CEO and other NEOs gives the Committee members the ability to more accurately reflect individual contributions that cannot be quantified.

(2)
Substantial ‘at risk’ and variable compensation: 79% of CEO and at least 60% of the other NEOs', excluding Mr. Norris who has retired, total compensation (salary, bonus, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is variable and impacted by pre-established Company performance metrics.

    a2018proxyceocompbargraph.jpg
(3)
Alignment with shareholders: Each NEO is subject to robust stock ownership guidelines that require them to hold a significant number of company shares as long as they remain employed at the Company, with the CEO’s requirement at 5x base salary and other NEOs at 2x base salary.


39

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(2)
Substantial ‘at risk’ and variable compensation: Approximately 78% of CEO total compensation (salary, bonus, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is variable and impacted by pre-established Company performance metrics.

img208917557_36.jpg 

(3) Alignment with shareholders: Each NEO is subject to robust stock ownership guidelines that require them to hold a significant number of company shares as long as they remain employed at the Company, with the CEO’s requirement at 5x base salary and other NEOs at 2x base salary.


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Peer Group and the Market Check

Each year, the Committee identifies companies to include in a peer group for purposes of benchmarking executive compensation levels and practices. The Committee selects peer companies with the support of Veritas, an independent compensation consultant.Willis Towers Watson. For 2017,2023, the Committee selected a bank peer group, consisting of regional banks that the companyCompany competes against for capital and talent. Companies selected for the peer groups are:

◦
Possible sources of, or destinations for, talent.
◦
Comparable in:
▪
Size
▪
Complexity and organizational structure; and
▪
Compensation practices and structures.
◦
In some cases, peers of our peer companies.
Peer Group Companies*
 Market CapitalizationRevenueTotal AssetsEmployee Population (FTE)**
Bank Peers (dollars in millions)
Associated Banc-Corp
$3,817.2

$1,073.9

$30,483.6
4,368
BancorpSouth, Inc.
$2,840.9

$742.1

$15,298.5
3,947
Bank of the Ozarks, Inc.
$6,258.9

$941.3

$21,275.6
2,315
Banner Corporation
$1,813.8

$486.6

$9,763.2
2,040
BOK Financial Corp
$6,043.0

$1,536.8

$32,272.2
4,887
Cathay General Bancorp
$3,408.2

$500.9

$15,728.4
1,129
Commerce Bancshares Inc.
$6,245.3

$1,245.3

$24,833.4
4,800
Community Bank System Inc.
$2,720.2

$518.1

$10,746.2
2,291
East West Bancorp, Inc.
$8,792.4

$1,355.5

$37,150.2
3,000
First Hawaiian, Inc.
$4,073.1

$734.4

$20,549.5
2,220
First Midwest Bancorp Inc.
$2,466.5

$608.7

$14,267.1
1,882
FNB Corp/FL
$4,468.1

$1,098.9

$31,417.6
3,574
Fulton Financial Corp
$3,134.7

$772.3

$20,036.9
3,559
Glacier Bancorp Inc.
$3,072.7

$457.4

$9,706.3
2,278
Hancock Holding Co
$4,216.4

$1,060.1

$27,336.1
3,887
Home Bancshares, Inc.
$4,037.2

$551.7

$14,449.8
1,503
Intl Bancshares Corp
$2,623.2

$521.9

$12,173.7
3,039
MB Financial Inc/MD
$3,704.1

$969.3

$20,086.9
3,486
Old National Bancorp
$2,653.3

$608.8

$17,518.3
2,801
Prosperity Bancshares Inc.
$4,868.7

$733.5

$22,587.3
3,017
Synovus Financial Corporation
$5,729.5

$1,368.6

$31,221.8
4,436
Texas Capital Bancshares Inc.
$4,411.8

$835.6

$25,075.6
1,442
Trustmark Corp
$2,158.3

$612.0

$13,798.0
2,893
UMB Financial Corp
$3,586.5

$982.5

$21,771.6
3,688
Umpqua Holdings Corp
$4,580.8

$1,138.7

$25,742.4
4,295
United Bankshares Inc.
$3,648.5

$622.9

$19,130.0
1,701
Valley National Bancorp
$2,966.2

$730.0

$24,002.3
2,828
Webster Financial Corp
$5,565.4

$1,055.8

$26,487.6
3,168
Western Alliance Bancorporation
$5,972.8

$830.0

$20,329.1
1,725
Wintrust Financial Corp
$4,606.4

$1,151.6

$27,916.0
3,878
Average for Bank Peer Group
$4,149.5

$861.5

$21,438.5
3,003
Bank of Hawaii Corporation
$3,633.8

$642.7

$17,089.1
2,132

Peer Group Companies*

 

 

Market
Capitalization

 

 

 

Revenue

 

 

 

Total Assets

 

 

 

Employee
Population
(FTE)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank Peers (dollars in millions)

Associated Banc-Corp

 

$

3,070.0

 

 

 

$

1,019.7

 

 

 

$

41,015.9

 

 

 

 

4,100

 

 

Banner Corporation

 

$

1,505.1

 

 

 

$

609.6

 

 

 

$

15,670.4

 

 

 

 

1,966

 

 

BOK Financial Corporation

 

$

5,465.4

 

 

 

$

2,016.1

 

 

 

$

49,824.8

 

 

 

 

4,966

 

 

Cathay General Bancorp

 

$

2,802.8

 

 

 

$

784.1

 

 

 

$

23,081.5

 

 

 

 

1,178

 

 

Commerce Bancshares, Inc.

 

$

6,725.0

 

 

 

$

1,550.7

 

 

 

$

31,701.1

 

 

 

 

4,660

 

 

Community Bank System, Inc.

 

$

2,362.4

 

 

 

$

640.7

 

 

 

$

15,554.5

 

 

 

 

2,933

 

 

First Financial Bancorp.

 

$

2,060.3

 

 

 

$

796.7

 

 

 

$

17,532.9

 

 

 

 

2,165

 

 

First Hawaiian, Inc.

 

$

2,654.5

 

 

 

$

810.3

 

 

 

$

24,926.5

 

 

 

 

2,089

 

 

Fulton Financial Corporation

 

$

2,457.0

 

 

 

$

1,027.9

 

 

 

$

27,560.7

 

 

 

 

3,300

 

 

Glacier Bancorp, Inc.

 

$

4,081.3

 

 

 

$

787.5

 

 

 

$

27,742.6

 

 

 

 

3,227

 

 

Hancock Whitney Corporation

 

$

3,665.3

 

 

 

$

1,327.0

 

 

 

$

35,578.6

 

 

 

 

3,591

 

 

Home Bancshares, Inc. (Conway, AR)

 

$

4,670.4

 

 

 

$

981.6

 

 

 

$

22,656.7

 

 

 

 

2,774

 

 

International Bancshares Corporation

 

$

3,175.6

 

 

 

$

798.9

 

 

 

$

15,066.2

 

 

 

 

2,177

 

 

Old National Bancorp

 

$

4,736.0

 

 

 

$

1,762.2

 

 

 

$

49,089.8

 

 

 

 

3,940

 

 

Pacific Premier Bancorp, Inc.

 

$

2,170.3

 

 

 

$

440.2

 

 

 

$

19,026.6

 

 

 

 

1,345

 

 

PacWest Bancorp (1)

 

$

—

 

 

 

$

837.2

 

 

 

$

36,877.8

 

 

 

 

2,438

 

 

Prosperity Bancshares, Inc.

 

$

5,778.0

 

 

 

$

1,091.2

 

 

 

$

38,547.9

 

 

 

 

3,850

 

 

Renasant Corporation

 

$

1,742.7

 

 

 

$

616.8

 

 

 

$

17,360.5

 

 

 

 

2,300

 

 

Texas Capital Bancshares, Inc.

 

$

2,731.7

 

 

 

$

1,003.5

 

 

 

$

28,356.3

 

 

 

 

1,987

 

 

Trustmark Corporation

 

$

1,624.2

 

 

 

$

735.3

 

 

 

$

18,722.2

 

 

 

 

2,757

 

 

UMB Financial Corporation

 

$

3,882.8

 

 

 

$

1,420.7

 

 

 

$

44,011.7

 

 

 

 

3,599

 

 

United Bankshares, Inc.

 

$

4,586.3

 

 

 

$

1,024.0

 

 

 

$

29,926.5

 

 

 

 

2,736

 

 

Average for Bank Peer Group

 

$

3,426.1

 

 

 

$

1,003.7

 

 

 

$

28,628.7

 

 

 

 

2,913

 

 

Bank of Hawai‘i Corporation

 

$

2,880.5

 

 

 

$

673.6

 

 

 

$

23,733.3

 

 

 

 

1,899

 

 

(1) PacWest Bancorp is no longer traded as of November 30, 2023 following its merger with Banc of California. The financials presented reflects the last twelve months as of Q3 2023 before its merger.

*Peer data provided by VeritasWillis Towers Watson Executive Compensation Consultants as of December 31, 2017,2023, or earlier, based on available data as of January 29, 2018

February 28, 2024.

**FTE represents Full-Time Equivalent Employees



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After selecting the peer companies, the Committee does not target a specific relative level of compensation but considers the median levels (the 50th percentile) of the following when determining target pay: (1) base salaries, (2) total cash compensation, including annual incentives on both an actual and target basis, and (3) total direct compensation including long-term incentives at both actual and target levels. If NEO base salaries, total cash compensation, or target or actual incentive compensation result in above-median compensation, it is directly because of measurable Company and/or individual executive performance.

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Table of Contents

S&P Supercomposite Regional Bank Index

In addition to the bank peer group, the Company benchmarks key performance metrics and the compensation program against the companies included in the S&P Supercomposite Regional Bank Index, excluding those companies with assets in excess of $50.0 billion. The Committee believes that the S&P Supercomposite Regional Bank Index provides an appropriate group for comparison purposes because these are the companies with which the Company competes for capital and talent. The Committee concluded that the Company’s business mix and source of executive talent for the Company are well represented in the S&P Supercomposite Regional Bank Index.

Role of the Compensation Consultant

The Committee is responsible for retaining its compensation consultant, Willis Towers Watson, and for determining the terms and conditions of that engagement, including fees to be paid to the consultant. The Committee determines whether the consultant's services are performed objectively and free from the influence of management. The Committee's independent compensation consultant is Veritas.objectively. The compensation consultant reports directly to the Committee, takes instructions solely from the Committee, and performs no other services for the Company. The Committee ChairmanChair pre-approves all compensation consulting engagements, including the nature, scope and fees of assignments. In 2017,2023, the Committee considered the factors delineated by the SEC in Rule 10C-1 and determined that VeritasWillis Towers Watson was an independent compensation consultant and that the firm’s work did not raise a conflict of interest with the Company.

In 2017, Veritas

Willis Towers Watson helped to ensure that the Company'sCompany’s executive compensation practices were competitive, appropriately designed, and were aimed at linking executive compensation to the business and strategic objectives of the Company. VeritasWillis Towers Watson also provided the Committee with market data and an analysis of competitive compensation for the NEOs.


Compensation and Risk Management

Compensation risks are assessed and managed in the context of the Company'sCompany’s business strategies. The Committee monitors the Company'sCompany’s financial and non-financial performance throughout the year as well as the Company'sCompany’s risk profile and risk management processes to ensure that the Company'sCompany’s compensation policies do not promote inappropriate conduct, or unnecessary or excessive risks that may threaten the value of the Company (see page 23 for greater detail). Several areas are reviewed by the Committee including, but not limited to, how risk management is built into incentive compensation for the Company'sCompany’s executive management, the specific risk profile for a community bank as it relates to loans and investment securities, the controlled and disciplined approach in the compensation structure of the Company, the implementation of new processes with regard to qualitative versus quantitative measures of management performance, and the refinement of best practices.

The Committee also believes that compensation should recognize short- and long-term performance and may include both cash and equity components. The composition of components may vary from year to year based on individual, market and other factors. The Committee does not adhere to a specific formula when determining the mix of pay elements, or the allocation between cash and non-cash compensation or among non-cash forms of pay.

In

Referring to the following table,Elements of the Compensation Program section, neither total compensation nor any element of cash and non-cash compensation is formally benchmarked against a peer group of companies, although the Committee uses the peer group data as a reference. In making compensation decisions, the Committee considers individual performance, experience in the position, breadth of duties, and pay parity among positions of comparable responsibility. The Committee also reviews market data to verify that compensation is competitive and within market ranges.



41

Elements of the Compensation Program

In order to ensure compensation is tightly linked to long-term shareholder value creation, the Board and the Committee have implemented a well-structuredan executive compensation program that balancesseeks to balance short-term financial results with long-term value through sustainable business growth in our market. To that end, the compensation program uses a number of short- and long-term forms of executive compensation, each specifically structured to incentivize one or more aspects of Company performance the Committee believes are critical to driving long-term shareholder value.

Each NEO receives a balance of variable and fixed compensation. The following describes the various forms of compensation:

Pay ElementsComponentsRationale for Form of Compensation
Base SalaryCash
•    To attract and retain executive talent
•    To provide a fixed base of compensation generally aligned to peer group levels
Short-Term IncentiveAnnual Cash Bonus
•    To drive the achievement of key business results on an annual basis
•    To recognize individual executives based on their specific and measurable contributions
•    To structure a meaningful amount of annual compensation as performance-based and not guaranteed
Long-Term Incentive

Performance Shares
(Restricted Stock Grants)
•    To drive the sustainable achievement of key long-term business results
•    To directly align the interests of executives with shareholders
•    To structure a meaningful amount of long-term compensation as performance-based and not guaranteed
2017

2023 Base Salary

Base salary is driven by each NEO'sNEO’s responsibilities. The Committee also considersconsidered competitive compensation data provided by Veritas.Willis Towers Watson. Base salaries are generally established in connection with recruiting or retaining qualified executive officers. The Committee reviews salary levels as part of the Company'sCompany’s annual performance review process, as well as upon promotion or other changes in job responsibility. Merit-based increases to salaries for executive officers other than the CEO are determined by the Committee and include the CEO'sCEO’s assessment of individual performance and his recommendation.

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Table of Contents

In recommending base salaries, the CEO considers, among other factors, the needs of the Company, internal pay parity among positions of comparable responsibility, and individual performance and contribution to the Company. The Committee also looks at market survey data to verify that salaries are competitive and within market ranges.

Based upon the foregoing, including peer group analysis, market data and recommendations by Veritas,Willis Towers Watson, the Committee approved, effective April 1, 20172023, the following NEO base salaries (Mr. Shigemura's salary was effective December 15, 2017 commensurate with his promotion to Vice Chair):

salaries:

Name

Name

Base Salary Effective


April 1, 2017
2023 ($)

Peter S. Ho

780,000

885,800

Kent T. Lucien218,000

Dean Y. Shigemura

375,000

448,050

Wayne Y. Hamano

Marco A. Abbruzzese

375,000

412,000

Mark A. Rossi

Matthew K.M. Emerson

436,000

437,750

Mary E. Sellers

S. Bradley Shairson1

436,000

300,000

1 Base salary effective May 1, 2023.



42

2017

2023 Short-Term Incentive Compensation

The CEO and other NEOs participate in the Executive Incentive Plan (the "EIP"“EIP”), the Company'sCompany’s short-term incentive plan for executives. The EIP is a 100% performance-based short-term incentive plan.

The EIP provides for a maximum incentive pool of 3% of the Company'sCompany’s net income before taxes for the fiscal year. At the beginning of the performance period, each participating executive is allocated a maximum percentage of the incentive pool. For 2017,2023, the Committee allocated a maximum percentage of 30%35% to Mr. Ho and 12%11% to Ms. Sellers and Messrs. Hamano and Rossi and 8.5% to Messrs. Lucien and Shigemura.the other NEOs. The Company has set a target award of 100% of base salary for the CEO, with a threshold or minimum payout of 50% and maximum payout of 250% of target. To achieve any payout, top two quartile performance must occur with actual payout determined by performance and quantitative metric weighting. Company performance below the third quartile of the quantitative measuresmedian results in forfeiture of the entire weighted opportunity for each of the quantitative measures. Ms. Sellers and Messrs. Hamano, Lucien and RossiAll the other NEOs have a target award of 80% of base salary and Mr. Shigemura has a target award of 55% of base salary. Their threshold or minimum payout is 50% of target and maximum payout is 200% of target. Similar to the CEO, to achieve any payout, top two quartile performance must occur with actual payout determined by performance and metric weighting.

The following chart compares the targeted goals of each quantitative performance metric with actual results:a2018proxyspeedometercharts1.jpg

Return-on-Common-Equity Relative to Peers

(40% Weighting)

Stock Price-to-Book Ratio Relative to Peers

(40% Weighting)

img208917557_37.jpg 

img208917557_38.jpg 



43

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Table of Contents


The following table describes the Short-Term Incentive Plan'sPlan’s disciplined other short-term metrics and achievements of the CEO and NEOs for 2017:

2023:

2017

2023 Disciplined Other Short-Term Metrics –- 20% Weighting *

Strategic Initiatives

Community Presence/Reputation

Leadership Development/Succession

ŸEmployee engagement  
◦
Hawaii Business magazine’s “Best Places to Work ” for large companies and #1 in “Most Family Friendly” category
◦
Continued College Assistance Program which provides tuition reimbursement for employees who are aspiring to earn their first bachelor's degree
Ÿ

•Total loans and leases up 9%

◦
Commercial lending portfolio up 4%
◦
Consumer loans up 13%
Ÿ Total deposits up 4%, primarily due to higher commercial and consumer core deposits
Ÿ loan balances grew 2.33%

•Overall asset quality remained strong

Ÿ

•Efficiency ratio improved to 55.66%

Ÿ "was 64.95%

•Customer Experience (CX)

◦ Improved CX score

◦ Activated and measured impact of CX Pillars and continued CX Panel

◦ Identified AI Pilot

◦ Completed CX Advocate Program

◦ Launched and continued delivery of Operational Empowerment

•Employee Experience (EX)

◦ Launched an employee podcast, co-hosted by CEO and Culture + EX; completed 4 episodes centered around company direction and employee stories

◦ Enhanced Employee Journeys

◦ Accelerated Talent Planning practices

◦ Activated Culture/EX Framework

◦ Enriched Talent & Leadership Development

•Operational Excellence (OX)

◦ CX reimagined and broadened focus of OX across the Company

• Digital Experience

◦ Continued development of a new online and mobile experience

◦ Supported deposits growth through online channels

•Segmentation Solutions

◦ Evolved offers

◦ Developed segment sales strategy

• Contact Center Modernization

◦ Improved CX and EX scores, and attrition

◦ Expanded capabilities

◦ Delivered operational efficiencies

• Data Analytics

◦ Completed additional analytics governance use cases

◦ Deepened and expanded analytics support

• Branch of Tomorrow" - offers 21st-century banking experiences, with new technology to support greater convenienceModernization

◦ Strengthened CX and personal interaction to better meet the immediatetalent acquisition and future needs of customers. Successfully transformed four branchesretention

◦ Continued operational and elevated customer experience through meaningful interactions, digital education and in-branch choreography

Ÿ Improve customer experience through digital banking solutions
physical optimization

◦

As customers learned that they could apply for loans online, applications through this channel rose by 17%
◦
Updated BOH mobile banking app with added convenience and capabilities, resulting in continuing growth in customers using their smart phones for banking transactions
Ÿ Overall customer satisfaction has remained high with over 7 in 10 of our customers very satisfied; overall customer experience metric improved over 2016
Ÿ Active management of capital and risk
◦
73% of earnings paid out in dividends declared or share buybacks
◦
Increased dividends twice in 2017
◦
Regulatory and compliance initiatives
Gained efficiencies

Ÿ

•CEO is director at Federal Reserve Bank of San Francisco - CEO continues to serve his second term asbe active in the community serving, on 11 local boards and in a member of the Board of Directors of the Federal Reserve Bank of San Francisco

Ÿ leadership role guiding Hawai‘i

•High levels of industry and press recognition:

◦

Rated Aa2 Deposits are rated A1 by Moody’s Investor Services (oneService, reflecting our strong financial profile and conservative credit risk management

◦ “World’s Most Trustworthy Companies” in the banking industry worldwide by Newsweek. Among a list of 1,000 companies in 21 countries and 23 industries, Bank of Hawai‘i is the only Hawai‘i bank listed."

◦ Named Best Bank by readers of the highest rated financial institutionsHonolulu Star-Advertiser, Hawaii Tribune-Herald, and West Hawaii Today

◦ Named a top 3 finalist (amongst the ~400 submissions) in the inaugural National Customer Obsessed Enterprise Award from global research firm Forrester

◦ Received multiple recognitions from Forbes magazine including to rank as one of the “America’s Best Banks” (14th consecutive year), “The World’s Best Banks” (5th consecutive year) and both nationally and globally)

◦
Financial Services Roundtable - “Corporate Social Responsibility Leadership Award” forlocally “America’s Best Midsize Employers” and “America’s Best Employers by State”

•Strong commitment to ESG in the seventh consecutive year

communities we serve

◦

Rated as Hawaii’s “Best Bank” by Honolulu Star Advertiser Supports our communities with the use of investment, philanthropic and Honolulu  magazine
human capital to expand access to economic opportunity within such communities

◦

Peter Ho inducted Advances sustainable development through integration of environmental and social issues into the Junior Achievement of Hawaii Business Hall of Fame
◦
Awarded Project of the Year for Cardless Cash by Project Management Institute-Hawaii Chapter
◦
Received the Best Digital Marketing Award from the American Marketing Association -Hawaii Chapter
◦
Received the Next Generation Investor Award from Hawaii Community Assets
Ÿ financing solutions that generate positive environmental and social impacts

•Significant charitable/community activity:

◦

Employee Giving Programs raised more than $878,000 for local non-profits, an all-time high
◦
Employee Volunteer Program held 359 events and contributed more than 16,100 volunteer hours to our communities
◦
Bank of HawaiiHawai‘i, its Foundation and employees contributed nearly $3 million to the community

◦ $200,000 to Pu‘uhonua O Wai‘anae to fund ongoing construction

◦ $100,000 to Straub Burn Center

◦ $100,000 to Wai‘anae Coast Comprehensive Center

◦ $75,000 to PBS Hawai‘i HIKI NO

◦ $50,000 to American Heart Association- Hawai‘i

◦ $30,000 to Goodwill Goes GLAM! As part of the Company’s visionary sponsorship and ongoing commitment to help people with employment barriers find jobs

◦ $25,000 to Teach for America Hawai‘i to support programming that provides educational excellence for Hawaii‘s children

◦ $15,000 to Prince Lot Hula Festival for its 46th annual celebration of Hawaiian culture

◦ Bank of Hawai‘i Scholarship Fund awarded 30 college scholarships totaling $105,00024 Scholars a total of $84,000 to children and grandchildren of Bank of HawaiiHawai‘i employees

Ÿ Succession planning model:  Evolving to ensure our executive team is ready with the skills needed to lead the workforce of tomorrow.  Defined analytics needed to develop a strategic workforce plan
Ÿ

•Executive Transitions: 73%Transitions

 58% of movement to executive and senior officer roles were internal promotions; 27%42% were strategic external hires to fill key business needs

Ÿ Executive

•Strong commitment to ESG in the workplace

Committed to attracting, retaining and developing diverse talent and invests in employees through education, learning development, assessmentcompensation and business needs: Engaged in robust executive developmentbenefits, and workplace excellence, including wellness, diversity and inclusion

• Talent Landscape

Laid the groundwork for talent review and succession planning discussions, giving consideration to new or expanded assignments to enhance skillsacross the organization

•Leadership Conference

Two-day onsite conference for the Company’s senior leaders. Focused on understanding the current business environment, work for the future and augment business experiences. One-third of executive and senior officers moved to expanded or new roles through job rotation, position modification and/or promotion

Ÿ Skills, knowledge and leadership development: Ensured successful launch of Branch of Tomorrow concept through focused training, accounting for 50% of the 2017 training and development sessions. 100% of Kālai Services and Private Banking Relationship Managers attended product, credit, relationship building and execution skills training
Ÿ Expanded Kupuna Series development sessions for executive and senior officersa shared purpose. Learning Partner Groups continued focus discussions to include vendor partners as well as peer learning
Ÿ Continued to invest in development, skill enhancement and self-improvementaccountability for employees throughexhibiting the leadership principles.

•Pathways to Professional Excellence program, Bank Associate program

Provides an overview of the Company and paid student intern program

each of the business segments, key corporate initiatives and operations, and skill development to be an effective leaders

• Executive Coaching

Keeps the growth mindset with continuous investment on personal and professional growth for leaders

•Mentorship Programs

Allows leaders to sharpen their skills and give back to the community by mentoring college students or small business owners

* 20% represents CEO weighting and performance. For all other NEOs, this represents 10% of their weighting with the remaining 10% based on accomplishment of their pre-determined individual management/business objectives.



44


In evaluating the CEO performance and resulting EIP payment, the Committee employed a weighted scoring system based upon achievement of the performance metrics referenced above. Eighty percent of the performance metrics are quantitative and were selected by the Committee as strong measures of management's ability to drive profitability (Return-on-Equity), enhance shareholder equity (Stock Price-to-Book Ratio) and efficiently and effectively manage capital and risk (Tier 1 Capital Ratio), resulting in both short- and long-term shareholder value. The Committee reviewed and discussed the CEO'sCEO’s performance against the EIP metrics and objectives, then determined the final EIP award based upon the results of the pre-determined quantitative metrics and the disciplined other short-term metrics.results. The Committee certified fourth (top) quartile performance for the Return-on-Equity (98.6Return-on-Common-Equity (79.5 percentile), and Stock Price-to-Book Ratio (95.8 percentile), and in the third quartile for Tier 1 Capital Ratio (77.5(91.8 percentile) metrics. Assessing performance of the qualitative measures, theThe Committee reviewed and discussed in detail the CEO'sCEO’s individual contributions and rated his performance "OUTSTANDING"“OUTSTANDING” in the pre-determined areas of community presence, reputation, leadership development, succession planning and strategic initiatives.

a2018proxyspeedometercharts2.jpg
Nevertheless, the Committee determined that a substantial reduction in the CEO’s EIP payment was appropriate because EPS determines the overall funding of the EIP program and EPS was 25% lower year over year. In addition, the Committee exercised further downward discretion to align the CEO’s STI payout with year-end financial results.

In evaluating the other NEOs, the Committee considered the recommendations of the CEO, and reviewed and discussed the other NEOsNEOs’ performance against the EIP metrics and objectives, the other NEOs performanceas well as their individual contributions and achievements in their respective managerial spheres of influence, the individual contributions and achievementsinfluence.

51

Table of the other NEOs. The Committee gauged the other NEOs individual performance and the Company performance against the established performance metrics and discussed the individual NEO sphere of influence achievements for each of the other NEOs.Contents

Kent T. Lucien
Effective March 1, 2017, in furtherance of the Company's ongoing succession planning and development activities, Mr. Lucien was appointed to the position of Vice Chair and Chief Strategy Officer and Mr. Shigemura was appointed to the position of Senior Executive Vice President and Chief Financial Officer. As Vice Chair and Chief Strategy Officer,Mr. Lucien will continue his responsibilities as a member of the Company’s Managing Committee and the development and execution of the bank’s key strategic initiatives, including the “Branch of Tomorrow” modernization project and leveraging information and technology to reshape the delivery of banking services, products and experiences with a customer focus. He will continue to oversee the bank’s Corporate Facilities and Real Estate Department.

Dean Y. Shigemura


Effective March 1, 2017, in furtherance of the Company's ongoing succession planning and development activities,

Mr. Shigemura was appointed to the position of Senior Executive Vice President and Chief Financial Officer. Effective December 15, 2017, Mr. Shigemura was promoted tois Vice Chair and Chief Financial Officer. He is a member of the Company’s ManagingExecutive Committee and has overall responsibility for the Finance group. The Finance group includes financialFinancial and regulatory reporting, tax reporting, accounting, financial planningRegulatory Reporting, Tax Reporting, Accounting, Accounts Payable, Corporate Sourcing and analytics,Procurement, Financial Planning and Analysis, Treasury, and Investor Relations.

The Committee discussed Mr. Shigemura'sShigemura’s contributions in his area of responsibilities in 2017.2023. Mr. Shigemura demonstrated disciplined financial management within established corporate goals and expectations, while leading his team through transformational organizational changesthe regional banking crisis and volatile interest rates while maintaining top quartile financial performance metrics for the Company. The Committee noted his significant contribution within the area of financial management including the establishment of a new company-wide pricing committeecontinued growth in loans and leading the annual budget process.deposits, maintaining strong liquidity and increasing capital levels. In addition, Mr. Shigemura ledchaired the Asset/Liability Committee (“ALCO”), which oversees the balance sheet, capital and liquidity for the company,Company, helped lead the ALCO Pricing Committee, which is responsible for loan, deposit, and fee pricing, oversaw the Dodd-Frank Act Stress Test (“DFAST”),Company’s stress testing activities, and participated in a number of corporate committees and regulatory exams.




45

Wayne Y. Hamano
Mr. Hamano serves as Chief Commercial OfficerWealth Management in January 2022. He is responsible for overseeing the wealth management areas of Trust Services Group, Bankoh Investment Services, and Vice Chair.  HeThe Private Bank. In addition, he is a member of the Company’s Managing Committee and has overall responsibility for the Commercial Banking Group, Community Banking, and Branch Division. The Commercial Banking Group includes the Company’s corporate banking, Hawaii commercial middle market banking, commercial real estate, equipment leasing, andauto dealer flooring businesses.  The commercial banking operations in the West Pacific, which includes commercial banking in Guam, Saipan, andPalau, are also included within the Commercial Banking Group. 
Bank’s Executive Committee.

The Committee discussed Mr. Hamano’sAbbruzzese’s contributions to the Company in 2023 including his role leading the newly unified Wealth Management organization and leadership team and beginning to execute a five-year strategic plan designed to grow and deepen the wealth organization. Under his leadership, significant progress has been made to build capacity within the Wealth Business to better serve and attract High Net worth/Ultra High Net worth clients, leverage the organization’s deep and specialized expertise to help clients achieve their financial goals, and develop a clear value proposition for, and awareness of, the Wealth Management business. The Wealth Management organization made several investments in leadingtechnology upgrades and process improvements, introduced new products and services, and continued to recruit and retain top talent. Mr. Abbruzzese has also prioritized strong partnerships with the Commercial Banking, Consumer, and Mortgage divisions in service of clients, which was an important element of the group’s successes in 2023. Effective risk management remained a priority across the Wealth Management organization with enhancements made to the governance and oversight of the Trust business. Mr. Abbruzzese is the Executive Sponsor of the Bank of Hawai‘i Blue Brigades Employee Resource Group to outstanding loanfor military veterans and deposit growth, resultingallies and serves as Trustee of the McInerny Foundation which supports non-profits around the state of Hawai‘i.

Matthew K.M. Emerson

Mr. Emerson is Vice Chair and Chief Strategy Officer, a role he assumed in net income growth and successful completionQ4 2023. He has been a member of the Company’s 2014-2016Executive Committee since 2018. In his role, he works across the Company to refine and implement the Company’s strategic plan.

The Committee discussed Mr. Emerson’s contributions in his areas of responsibilities in 2023. As Chief Strategy Officer, he worked closely with the Deputy Chief Risk Officer to develop the Business Risk Executive program, an integral part of the Company’s risk management infrastructure. Prior to becoming the Chief Strategy Officer, Mr. Emerson oversaw Retail Lending and Deposits, which consists of Mortgage Banking, Consumer Direct and Indirect Lending, Consumer Deposits and Digital Banking. Under Mr. Emerson’s leadership, the Company experienced stable Consumer Loan and Deposit balances despite the challenging environment of 2023. Mr. Emerson oversaw Consumer Deposit product and pricing strategy and partnered closely with The Private Bank and Branch Banking to deliver solid results. In 2017, underaddition, Mr. Hamano’s leadership,Emerson is actively engaged with theCommercial Banking Group produced net income Bank of $76.9 million.

Hawai‘i Foundation, and serves on the board of a number of community organizations.

S. Bradley Shairson

Mr. Hamano has also successfully organized his teams and developed leadership succession.

Mark A. Rossi
Mr. RossiShairson serves as Vice Chair and Deputy Chief AdministrativeRisk Officer General Counsel, Corporate Secretary and Vice Chair. He is a member of the Company's Managing Committee and is Chair of the Company's Benefit Plans Committee, overseeing all of the Company's employee retirement plans. He also serves as Chair of the Business Continuity Committee, leading the team through various exercises to ensureExecutive Committee. Mr. Shairson joined the Company is prepared for any business disruption. In 2017,in May 2023.

Under Mr. Rossi's responsibilities included Legal, Corporate Communications, Government Relations, Corporate Security, Business Continuity, Corporate Insurance Services, Corporate Secretary,Shairson’s leadership, the Company established a dynamic hedging program to create an effective and Boardconsistent approach to managing interest rate risk while balancing expected return with potential earnings and price volatility. Mr. Shairson also led initiatives to further build on the existing foundation in the areas of financial risk management including market, liquidity and capital risk, as well as corporate governance and related issues.

The Committee discussedmodel risk management. Additionally, Mr. Rossi's contributionsShairson kicked off an effort to drive greater automation and streamline processes to improve risk reporting and reach greater operational efficiency. During the year, he successfully recruited several key new staff members to assist in his area of responsibilities in 2017. Mr. Rossi demonstrated disciplined budget management within established budgets and forecasts, while guiding his team through top performance and service to the Company. The Committee noted his significant contribution in the area of corporate governance in proactively counseling the Board and Board appointed committees and insuring that all Board and committee agendas and meeting materials were complete and distributed in a timely manner. In 2017, Mr. Rossi again led the corporate governance shareholder outreach team in preparation for the Company's annual shareholder meeting and insured that all Board related public filings were accurate and timely prepared and filed. The Corporate Secretary Group led the adoption of Board meeting technology initiatives which included conversion to an electronic platform for all Board and committee meeting agendas and materials.












46

Mary E. Sellers
Ms. Sellers serves as Chief Risk Officer and Vice Chair.  In her role as Chief Risk Officer, she is responsible for overseeing the management of risk across the organization and is a member of the Company’s Managing Committee, as well as Chair of Risk Council, the Commercial and Retail Credit Policy Committees and the Operational Risk Committee.  Areas reporting to her include Commercial and Retail Credit Administration and Approval, Special Assets, Credit Policy and Training, Commercial and Retail Credit Analytics and Reporting, Collections, Enterprise Risk Management, Model Risk Management and Corporate Compliance.
                The Committee noted Ms. Sellers’ diverse and complex areas of responsibilities within the Company in critical areas that touch virtually all performance segments of the Company.  Specifically, the Committee discussed Ms. Sellers' exemplary performance in 2017 and her accomplishments and responsibilities which include ensuring that the Company has the appropriate integrated risk management framework and infrastructure to support its strategy and business operations while ensuring risk is managed in accordance with the Risk Appetite established by the Board of Directors.  Ms. Sellers successively led a number of risk management initiatives in 2017, including enhancement of analytics to support asset growth in both the Commercial and Consumer portfolios while ensuring underwriting and asset quality standards are maintained and aligned with the Company’s Risk Appetite.  Asset quality metrics remained strong; net charge-offs for the full year 2017 were 0.15% of total average loans and leases and non-performing assets as a percentage of total loans and leases and foreclosed real estate were 0.16% as of December 31, 2017.
                The Committee further discussed Ms. Sellers' success in leading the continued refinement ofstrengthening the Company’s risk management infrastructure to support the Company’s strategic initiatives while concurrently addressingand provide sound oversight on emerging areas of risk focus.  This included participation

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Despite the strong individual performance of each NEO, and top quartile performance for both ROCE, equaling 79.5th percentile and P/B ratio, equaling 91.8th percentile, market factors drove down the Company’s EPS year over year, resulting in initiatives advancinga smaller overall bonus pool. In addition, further downward discretion was exercised to align the implementation of FASB's new accounting standardother NEOs’ EIP payments with year-end financial results.

Accordingly, the Committee determined that it was appropriate to substantially reduce bonus payments from their 2022 levels to a level at or below target, except for Current Expected Credit Losses (CECL), and the introduction of new products, expanding delivery channels, and key operating processes.  Ms. Sellers also displayed strong leadership in the continued development of key staff members in the Risk group, while successfully retaining and recruiting additional staff for leadership rolesMr. Shairson whose award was agreed to as part of succession planning.

Derek J. Norris
Mr. Norris retired from the Company effective December 19, 2017 and was not considered for a payout under the Company's 2017 incentive compensation plans (page 51).
The Committee approved the CEO and the other NEO EIP awards as follows:
Name
Annual Base Salary as of 12/31/2017
($)
Target Annual Incentive
(%)
Final Incentive
Payout
 (% of Annual Base Salary)
Final Incentive Award
($)
Peter S. Ho780,000
100%244%1,900,000
Kent T. Lucien218,000
80%126%275,000
Dean Y. Shigemura375,000
55%140%525,000
Wayne Y. Hamano375,000
80%133%500,000
Mark A. Rossi436,000
80%126%550,000
Mary E. Sellers436,000
80%126%550,000



47

2017his new hire arrangement.

Name

 

Annual Base
Salary as of
December 31, 2023
($)

 

Target Annual
Incentive

 

Final Incentive
Payout
(% of Annual Base Salary)

 

Final Incentive
Award ($)

 

Peter S. Ho

 

885,800

 

100%

 

68%

 

600,000

 

Dean Y. Shigemura

 

448,050

 

80%

 

80%

 

360,000

 

Marco A. Abbruzzese

 

412,000

 

80%

 

64%

 

265,000

 

Matthew K.M. Emerson

 

437,750

 

80%

 

69%

 

300,000

 

S. Bradley Shairson

 

300,000

 

80%

 

133%

 

400,000

 1

1 This amount was promised to Mr. Shairson as part of his new hire package.

 

2023 Long-Term Incentive Compensation

- Threshold, Target and Maximum Performance Levels

In setting the CEO'sCEO’s and other NEOs'NEOs’ long-term incentive compensation in 2023, the Committee considered, among other factors, Company performance, shareholder value creation, the competitive marketplace, the awards given in past years, peer group analysis and other market factors. In applying these factors, the Committee determined the number of performance sharesunits to be awarded under the 2017-20192023 long-term incentive plan to the CEO and other NEOs, as described in the Grants of Plan-Based Awards in 2017 table on page 55.NEOs. The Company’s 2017-20192023 long-term incentive plan is 100% performance-based and awarded in the form of performance sharesunits with a three-year cliff vesting schedule. Separately, Mr. Shairson was granted a mixture of time- and performance-based equity awards as part of his new-hire package. All of these equity awards are further detailed in the Grants of Plan-Based Awards table on page 61.

The plan requires achievement of a three-year sustained performance period with performance metrics and hurdles as follows:

2023 Design Elements

2017 Design Elements
Ÿ

• Three-year plan

Ÿ

• Three-year sustained performance period

Ÿ

• Three-year cliff vesting

Ÿ

• 100% quantitative performance metrics

o Three

◦ Two performance metrics set at challenging levels relative to peers* weighted as follows:

§ Return-on-Equity (45%

▪ Return-on-Common-Equity (50%);

§ and

▪ Stock Price-to-Book Ratio (45%); and

§ Tier 1 Capital Ratio (10%(50%).
Ÿ

• To achieve full payout, top quartile performance in Return-On-EquityReturn-on-Common-Equity and Stock Price-to-Book Ratio and 50th and above percentile performance in Tier 1 Capital Ratio must occur

Ÿ

• To achieve any payout, top two quartile performance must occur with the actual payout determined by performance and metric weighting

*S&P Supercomposite Regional Bank Index (excluding banks with assets > $50.0 billion) as of January 3, 2017

2023

As indicated above, performance sharesunits awarded to the NEOs pursuant to the 20172023 long-term incentive plan require a three-year (2017-2019)(2023-2025) sustained performance period, with the three-year cliff vesting determined at the conclusion of the three-year performance period. The total vesting award is determined by the quartile performance achievement over the three-year performance period.

The Company has set a target award of 100% of the performance units to be awarded under the 2023 long-term incentive plan with a threshold or minimum award of 50% of target and maximum award of 100% of target. There is no opportunity to achieve more than 100%. To achieve any performance unit award, top two quartile performance must occur with the actual award determined by performance and metric weighting. Company performance below the median results in forfeiture of the entire weighted opportunity for each of the performance measures. The period of restriction terminates based upon the level of achievement of the specified financial performance criteria, where the First Category Units are conditioned upon “Return-on-Common-Equity”, and the Second Category Units are conditioned upon “Stock Price-to-Book Ratio” (“Financial Performance Criteria”). In this regard, the Period of Restriction terminates with respect to the “Applicable Vesting Percentage” of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule:

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Table of Contents

Return-on-Common-Equity and Stock Price-to-Book Ratio

Financial Performance Criteria --
Three Year Average Percentile Rank

Applicable Vesting
Percentages

75th and Above (Maximum)

100%

62.5th - 74.9th

75%

50th - 62.49th

50%

Below 50th

0%

The terms “Return-on-Common-Equity” (generally defined as the net income available to common shareholders as a percent of average common equity, but as determined by the Committee) shall be measured as of December 31 of such year and “Stock Price-to-Book Ratio” shall be measured based on stock price as of December 31 and book value as of September 30 of such year, measured against the banks that comprise the S&P Supercomposite Regional Bank Index. With respect to the given Financial Performance Criteria, the “Three Year Average Percentile” shall mean the Company’s percentile level on the S&P Supercomposite Regional Bank Index for the average of the numerical measures over the three years 2023, 2024, and 2025 that comprise the January 3, 2023, S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B).

For 2023, the Committee certified fourth (top) quartile performance for Return-on-Common-Equity (ROCE 13.89, equaling 79.5th percentile) and Stock Price-to-Book Ratio (P/B ratio 2.43, equaling 91.8th percentile). For the three-year period ending December 31, 2022, the Company’s average ROCE was 15.71 or the 95.9th percentile, and average P/B ratio was 2.48, also at the 95.9th percentile, resulting in a 100% percent payout of LTI awards granted in 2020.

Benefits and Retirement Plans Sponsored by the Company

Executive officers are eligible to participate in health and insurance plans, retirement plans, and other benefits generally available to full-time employees. This is consistent with the Company’s belief in offering employees comprehensive health and retirement benefits that are competitive in our markets. The retirement programs assist employees in planning for their retirement income needs. Benefits under the qualified health and retirement plans are not directly tied to specific Company performance. Employees who meet service requirements are eligible to participate in the Company sponsoredCompany-sponsored Retirement Savings Plan (“RSP”), a tax-qualified defined contribution pension plan. The Committee regularly reviews the value of benefits.

Benefits are reviewed on a regular basis, and appropriate changes are made to ensure our program continues to be effective and competitive.

The Committee has adopted the Bank of HawaiiHawai‘i Corporation Executive Deferred Compensation Program (the “Deferred Compensation Program”), a program that offers senior management (including the NEOs) the ability to defer up to 80% of base salary and 100% of incentive amounts under the Executive Incentive Plan in order to allow executives to defer, along with the receipt of the compensation, the income tax liability on such payments (including any appreciation in value as a result of the deemed investment of such amounts) until receipt. This program allows participants to manage their cash flow and estate planning needs.

The Company also maintains the Bank of Hawaii Retirement Savings Excess Benefit Plan (the “Excess Benefit Plan”), a nonqualified supplemental retirement benefit plan that compensates participants for benefits that would otherwise be payable under the Company'sCompany’s Retirement Savings Plan but for certain Internal Revenue Code (“IRC”) limitations. The Committee believes that this plan is important to ensure equitability in retirement funding amounts between those that fall below and above the IRC limitations.

Gains from long-term incentive compensation are not included in the determination of nonqualified deferred compensation benefits.



48

Perquisites

The Company offers and provides perquisites to NEOs that the Committee believes are competitive, yet reasonable in attracting and retaining a strong executive team. The Committee believes perquisites should be limited in scope and value.

Change-in-Control and Severance Arrangements

The Committee believes that an essential component to protecting and enhancing the best interests of the Company and its shareholders is to provide for the protection of its executive team in the event of a change-in-control of the Company. Change-in-control benefits play an important role in attracting and retaining key executives. The payment of such benefits ensures a smooth transition in management following a change-in-control by giving an executive the incentive to remain with the Company through the transition period, and, in the event the executive'sexecutive’s employment is terminated as part of the transition, by compensating the executive with a degree of financial and personal security during a period in which he or she is likely to be unemployed.

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Table of Contents

The Change-in-Control Retention Plan (the “Retention Plan”), provides benefits only in the event that a participant'sparticipant’s employment is terminated by the Company without cause or by the participant for “good reason” within 24 months following a change-in-control. The Committee believes that this encourages executives to remain with the Company upon a change-in-control. The key provisions of the Retention Plan for NEOs, including the CEO and vice chairs, are:

•
Severance benefit - a “two times base salary and bonus” payment which is payable in the month following termination of employment.
•
Payment for non-competition - an additional “one times base salary and bonus” payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan.
•
In addition to non-competition restrictions, the Retention Plan imposes non-disclosure, non-solicitation and non-disparagement restrictions on participants.

Each of the NEOs participates in the Retention Plan. See the discussion under "Change-in-Control,“Change-in-Control, Termination, and Other Arrangements"Arrangements” on page 5964 for additional information.


No Excise Tax Gross-Ups

The Retention Plan does not permit the Company to pay any tax gross up payments to executives in connection with any payment or benefit under the Plan. In addition, the Retention Plan limits any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit.

Vesting of Equity Incentive Compensation on Change-in-Control (Double-Trigger)

The terms of the Company'sCompany’s 2014 Stock and Incentive Compensation Plan (as well as the 2024 Stock and Incentive Plan proposed herein) provide for full acceleration of vesting of restricted stock, restricted stock units, and stock options upon the occurrence of a change-in-control of the Company (as defined in the Retention Plan, which requires, among other things, a double-trigger termination for vesting to occur). The Committee believes that it is generally appropriate to fully vest equity and incentive-based awards to employees in a change-in-control transaction because such a transaction may often cut short or reduce the employee'semployee’s ability to realize value with respect to such awards. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change-in-control of the Company, be prorated as though the applicable performance period ended on the change-in-control date and will be calculated as an amount equal to two times a participant'sparticipant’s incentive allocation for the prorated performance period.



49

55


Other Matters

Stock Ownership Requirements

The Committee believes that significant ownership of our common stock by our executives directly aligns their interest with those of our shareholders and also helps balance the incentives for risk-taking inherent in equity-based awards. Under the Company'sCompany’s executive stock ownership guidelines, the CEO must own Company common stock having a market value equal to at least five times base salary and vice chairs must own Company stock having a market value equal to at least two times base salary. Stock ownership includes the value of vested stock options, restricted stock, restricted stock units from qualified plans, and other stock held by the executive. The guidelines require the CEO to comply with the stock ownership levels within five years of the date hired or promoted to such position within the Company; for all other NEOs the attainment period is three years. As of December 31, 2017,2023, all of the NEOs satisfied the stock ownership guidelines.

Officer

Officer

Stockholding Guideline


(multiple of base salary)

Chairman and CEO

5x

Vice Chairs

2x

Clawback Policy

To the extent permitted by law, this policy requires the Company to reasonably promptly recover incentive-based compensation if the Human Resources & Compensation Committee determines that any bonus, incentive payment or equity-based compensation has beenit was erroneously awarded or received by an executive officer and that such compensation was based on any financial results or operating metrics that were satisfied as a result of such officer’s fraudulent or intentional illegal conduct, as defined by applicable law, then the Committee shall recover from the officer such compensation (in whole orAccounting Restatement. If this policy is triggered, in part) as it deems appropriate under the circumstances. In determining whether to recover such payment, the Committee shallwill take into account such considerations aswhatever it deemsconsiders appropriate, including whether the expense of recovering the recoverable amount would exceed the amount to be recovered after making a reasonable attempt of recovery or the assertion of a claim may violate applicable law or prejudicelaw. If the interestsHuman Resources & Compensation Committee determines either of these situations is present documentation must be provided to the Bank in any related proceeding or investigation. New York Stock Exchange.

Further, following a restatement of the Bank’sbank’s financial statements, on the recommendation of the AuditHuman Resources & Risk Committee, theCompensation Committee shall cause the Bank to recoverinstigate recovery of any compensation that is required to be recovered by Section 30410D-1 of the Sarbanes-OxleySecurities Exchange Act of 2002.

1934.

Anti-Hedging and PledgingPledging Policies

The Company's Securities Trading Policy specifically prohibits directors and employees from hedging the risk associated with the ownership of Bank of Hawaii Corporation'sHawai‘i Corporation’s common stock. The Policy also prohibits directors and employees from pledging transactions involving Bank of HawaiiHawai‘i Corporation common stock as collateral, including the use of a traditional margin account with a broker-dealer. No officers or directors are parties to transactions involving the hedging or pledging of Company stock.

Tax Considerations

Historically, Considerations

Section 162(m) of the IRC has limitedInternal Revenue Code (“Section 162(m)”) generally disallows a tax deduction to a public corporation for compensation over $1,000,000 paid in any year to a company’s chief executive officer or other named executive officers. However, in the deductibilitycase of tax years commencing before 2018, the statute exempted qualifying performance-based compensation paidfrom the deduction limit if certain requirements were met. Section 162(m) was amended in December 2017 to eliminate the exemption for performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017, that have not since been materially modified) and to expand the group of current and former executive officers in excess of $1,000,000, but has included an exclusion from thiswho may be covered by the deduction limit for “performance-based compensation” from this limit in 2017.under Section 162(m). To maintain flexibility in compensating executive officers, the Committee does not require all compensation to be awarded in a tax deductible manner and compensation payable to our executive officers may exceed the Section 162(m) deductible limit at times. However, it is the intent of the Committee that executive compensation be deductible under the provisions of Section 162(m) to the fullest extent possible and consistent with overall corporate goals. In 2017, $108,139Approximately $8.7 million of compensation paid to one executive officerin 2023 was not deductible by the Company underpursuant to Section 162(m). In December 2017, Public Law 115-97 (commonly known as the "Tax Cuts and Jobs Act") was signed into law. This legislation includes significant amendments to the IRC, including an elimination of the performance-based exception from deductibility limits under Section 162(m). The Committee is evaluating the impact of this legislation on the Company's compensation plans and incentive structures.



50

56


EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid to or earned by our named executive officers for each of the fiscal years indicated.

Name and Principal Position

 

Year

 

Salary
($)(1)

 

Bonus
($)

 

Stock
Awards
($)(2)

 

Option
Awards
($)

 

Non-Equity
Incentive Plan
Compensation ($)

 

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)

 

All Other
Compensation
($)(4)

 

Total
($)

Peter S. Ho

 

2023

 

878,258

 

—

 

3,000,067

 

—

 

600,000

 

365

 

149,228

 

4,627,918

Chairman of the Board,

 

2022

 

860,000

 

—

 

3,000,075

 

—

 

2,000,000

 

—

 

196,449

 

6,056,524

Chief Executive Officer

 

2021

 

860,000

 

—

 

4,211,668

 

—

 

2,150,000

 

—

 

117,566

 

7,339,234

& President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dean Y. Shigemura

 

2023

 

444,235

 

—

 

600,059

 

—

 

360,000

 

—

 

55,587

 

1,459,881

Vice Chair,

 

2022

 

435,000

 

—

 

700,073

 

—

 

600,000

 

—

 

74,443

 

1,809,516

Chief Financial Officer

 

2021

 

435,000

 

—

 

1,924,368

 

—

 

650,000

 

—

 

51,155

 

3,060,523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marco A. Abbruzzese(5)

 

2023

 

408,492

 

—

 

500,074

 

—

 

265,000

 

—

 

44,769

 

1,218,335

Vice Chair,

 

2022

 

375,385

 

950,000

 

700,133

 

—

 

400,000

 

—

 

100,190

 

2,525,708

Senior Executive Director,

 

2021

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Wealth Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Matthew K.M. Emerson

 

2023

 

434,023

 

—

 

500,074

 

—

 

300,000

 

—

 

47,054

 

1,281,151

Vice Chair,

 

2022

 

405,271

 

—

 

300,069

 

—

 

400,000

 

—

 

52,659

 

1,157,999

Chief Strategy Officer

 

2021

 

325,000

 

—

 

936,360

 

—

 

300,000

 

—

 

36,276

 

1,597,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S. Bradley Shairson(6)

 

2023

 

189,231

 

150,000

 

1,400,110

 

—

 

400,000

 

—

 

65,000

 

2,204,341

Vice Chair,

 

2022

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Deputy Chief Risk Officer

 

2021

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Mr. Ho received no fees or compensation for his services on the Board of Directors. The Company pays on a bi-weekly basis.
Name and Principal Position Year Salary
($)(1)		 Bonus
($)(2)		 Stock
Awards
($)(3)		 Option
Awards
($)		 Non-Equity
Incentive Plan
Compensation ($)(4)		 Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)		 All Other
Compensation
($)(6)		 Total
($)
Peter S. Ho 2017 780,000
 —
 1,800,048
 —
 1,900,000
 2,162
 204,291
 4,686,501
Chairman of the Board, 2016 780,000
 —
 2,096,576
 —
 1,950,000
 1,260
 200,019
 5,027,855
Chief Executive Officer & 2015 776,077
 —
 2,318,779
 —
 1,950,000
 —
 150,563
 5,195,419
President                  
                   
Kent T. Lucien 2017 258,246
 —
 250,063
 —
 275,000
 —
 86,680
 869,989
Vice Chair, 2016 436,000
 —
 550,223
 —
 697,600
 —
 84,787
 1,768,610
Chief Strategy Officer 2015 433,776
 —
 515,561
 —
 495,000
 —
 78,773
 1,523,110
                   
Dean Y. Shigemura 2017 321,923
 25,769
 500,042
 —
 525,000
 —
 50,935
 1,423,669
Vice Chair, 2016 260,000
 —
 235,865
 —
 310,500
 —
 40,794
 847,159
Chief Financial Officer 2015 257,385
 —
 257,781
 —
 230,000
 —
 38,093
 783,259
                   
Wayne Y. Hamano 2017 370,085
 —
 500,042
 —
 500,000
 4,928
 82,187
 1,457,242
Vice Chair, 2016 357,000
 —
 550,223
 —
 550,000
 3,406
 74,217
 1,534,846
Chief Commercial Officer 2015 355,170
 —
 515,561
 —
 450,000
 —
 65,118
 1,385,849
                   
Mark A. Rossi 2017 436,000
 345,000
 400,067
 —
 550,000
 —
 118,600
 1,849,667
Vice Chair, Chief 2016 436,000
 —
 550,223
 —
 697,600
 —
 83,911
 1,767,734
Administrative Officer, 2015 433,776
 —
 515,561
 —
 495,000
 —
 78,101
 1,522,438
General Counsel, &                  
Corporate Secretary                  
                   
Mary E. Sellers 2017 436,000
 345,000
 500,042
 —
 550,000
 9,899
 100,962
 1,941,903
Vice Chair, 2016 436,000
 —
 550,223
 —
 697,600
 5,392
 67,970
 1,757,185
Chief Risk Officer 2015 427,565
 —
 515,561
 —
 495,000
 —
 63,398
 1,501,524
                  

Derek J. Norris (7)
 2017 214,826
 1,349,039
 —
 —
 —
 —
 155,689
 1,719,554
Vice Chair, 2016 344,615
 —
 550,223
 —
 500,000
 —
 67,531
 1,462,369
Residential and 2015 326,077
 —
 515,561
 —
 400,000
 —
 38,263
 1,279,901
Consumer Lending

                  
                  

(2)
This column represents the aggregate grant date fair value of restricted stock and restricted stock units granted to each of the NEOs in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation.” Restricted stock units are valued at the closing price of the Company's common stock on the date of the grant. The 2021 amounts include the restricted stock portion of EIP granted on February 19, 2021, that was already earned under the performance-based EIP, performance-based restricted stock granted under the Supplemental Retention Stock Grant and Special Retention Incentive Plan. Mr. Shairson received new hire grants totaling $1.4 million necessary to entice him to join the Company and forgo compensation opportunities at his previous employer.
(1)Messrs. Ho and Lucien received no fees or compensation for their services on the Board of Directors. The Company pays on a bi-weekly basis.
(2)For Ms. Sellers and Mr. Rossi, amounts reported in this line include special incentive payments made pursuant to special incentive agreements entered in 2014. For Mr. Norris, amount reported in this line include special separation payments made pursuant to a separation agreement entered in 2017. For Mr. Shigemura, amount reported in this line includes a special payment for unused vacation.
(3)This column represents the aggregate grant date fair value of restricted stock and restricted stock units granted to each of the NEOs in accordance with Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation." Restricted stock and restricted stock unit awards are valued at the closing price of the Company's common stock on the date of the grant.
(4)All amounts reported under this column relate to awards earned under the Executive Incentive Plan, as described on page 43.
(5)This column represents the annual change in the actuarial present value of accumulated benefits under the Employees’ Retirement Plan of Bank of Hawaii. Messrs. Ho and Hamano and Ms. Sellers are the only NEOs who are participants of this plan, which was frozen at the end of 1995. For 2017, the increase in value of the pension benefits from the prior measurement period is primarily due to the decrease in discount rates (from 4.45% to 3.90%). For Mr. Ho, the increase in value is also due to the updates in interest rate and mortality assumptions associated with lump sum payments. The three PPA segment rates were updated from 1.79%, 3.80%, and 4.71% to 2.2%, 3.57%, and 4.24%, respectively. The mortality assumption was also updated to reflect the latest IRS release for 2018 which updates the underlying mortality tables from the RP-2000 using Scale AA to RP-2014 using Scale MP-2016. For 2016, the increase in value of the pension benefits from the prior measurement period is primarily due to the decrease in discount rates (from 4.70% to 4.45% for discount rate; from segment rates 1.76%, 4.15%, and 5.13% to segment rates 1.79%, 3.80% , and 4.71% for lump sum interest rates). For Mr. Ho, the value also increased slightly due to the update in the lump sum mortality table assumption (annual update from 2016-2017). For Mr. Hamano and Ms. Sellers, the increase in the value was offset by the change in mortality projection scale assumption (from MMP-2007 to MMP-2016). For 2015, Messrs. Ho and Hamano's pension value declined by $249 and $1,254, respectively. For 2015, Ms. Sellers' pension value declined by $1,627.
(3)
This column represents the annual change in the actuarial present value of accumulated benefits under the Employees’ Retirement Plan of Bank of Hawai‘i. Mr. Ho is the only NEOs who is a participant of this plan, which was frozen at the end of 1995. For 2023, Mr. Ho’s pension value increased by $365 from the prior measurement date primarily due to the passage of time. There is also a small increase due to the change in discount rate from 5.51% to 5.44% and a small decrease due to the increase in the lump sum segment rates which reduces the lump that is payable. For 2022, Mr. Ho’s pension value declined by $5,602. For 2022, the decrease in value of the pension benefits from the prior measurement date is primarily due to the increase in the discount rate from 2.89% to 5.51%. Mr. Ho’s present value is further decreased due to the increase in the lump sum segment rates which reduces the lump sum payable, with lump sums assumed to be paid 90% of the time when it is less than $25,000. For 2021, the decrease in value of the pension benefits from the prior measurement date is primarily due to the increase in the discount rate from 2.55% to 2.89% and/or the delay in benefit commencement. Mr. Ho’s pension value declined by $106.

The Company has not provided above-market or preferential earnings on any nonqualified deferred compensation and, accordingly, no such amounts are reflected in this column.

(4)
The All Other Compensation Table that follows provides additional detail regarding the amounts in this column.
(6)The All Other Compensation Table that follows provides additional detail regarding the amounts in this column.
(7)Derek J. Norris, not previously an NEO, retired from the Company effective December 19, 2017 pursuant to the terms of a July 1, 2017 Separation Agreement providing Mr. Norris, among other things, with certain payments and including a 24-month non-competition agreement.

(5)

Mr. Abbruzzese joined the Company in January 2022. His 2022 compensation includes a signing bonus and other make-whole payments necessary to entice him to join the Company and forgo compensation opportunities at his previous employer.
51(6)
Mr. Shairson joined the Company in May 2023. His compensation includes a signing bonus, relocation allowance and other make-whole payments necessary to entice him to join the Company and forgo compensation opportunities at his previous employer.

57


ALL OTHER COMPENSATION TABLE

The following table sets forth a breakdown of All Other Compensation paid to or earned by our NEOs for each of the fiscal years indicated.

Name

 

Year

 

Retirement
Savings
Plan 401(k)
Matching
Contribution
($)(1)

 

Value
Sharing
Funding
($)(2)

 

Excess
Plan
Value
Sharing
Funding
($)(3)

 

Retirement
Savings Plan
Company
Fixed
Contribution
($)(4)

 

Excess Plan
Company
Fixed
Contribution
($)(5)

 

Executive
Deferred
Compensation
Contribution
($) (6)

 

Other
Compensation
($)(7)

 

Total All
Other
Compensation
($)

Peter S. Ho

 

2023

 

13,200

 

3,495

 

26,992

 

—

 

—

 

86,348

 

19,193

 

149,228

 

 

2022

 

12,200

 

8,347

 

74,028

 

—

 

—

 

90,300

 

11,574

 

196,449

 

 

2021

 

11,600

 

8,700

 

38,447

 

8,700

 

38,447

 

—

 

11,672

 

117,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dean Y. Shigemura

 

2023

 

13,200

 

3,495

 

1,940

 

—

 

—

 

36,952

 

—

 

55,587

 

 

2022

 

12,200

 

8,347

 

3,238

 

—

 

—

 

50,658

 

—

 

74,443

 

 

2021

 

11,600

 

8,700

 

2,864

 

8,700

 

2,864

 

16,427

 

—

 

51,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marco A. Abbruzzese

 

2023

 

13,200

 

3,495

 

4,742

 

—

 

—

 

23,332

 

—

 

44,769

 

 

2022

 

—

 

—

 

—

 

—

 

—

 

—

 

100,190

 

100,190

 

 

2021

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Matthew K.M. Emerson

 

2023

 

13,200

 

3,495

 

4,915

 

—

 

—

 

25,444

 

—

 

47,054

 

 

2022

 

12,200

 

8,347

 

10,133

 

—

 

—

 

21,979

 

—

 

52,659

 

 

2021

 

11,600

 

8,700

 

3,638

 

8,700

 

3,638

 

—

 

—

 

36,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S. Bradley Shairson

 

2023

 

—

 

—

 

—

 

—

 

—

 

—

 

65,000

 

65,000

 

 

2022

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

 

2021

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
This column represents the Company match of an individual’s salary deferral contributions to the RSP, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2023 was limited to $330,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation. Mr. Shairson was not eligible for any company contributions in 2023.
Name Year Retirement
Savings
Plan 401(k)
Matching
Contribution
($)(1)		 Value
Sharing
Funding
($)(2)		 Excess Plan
Value
Sharing
Funding
($)(3)		 Retirement
Savings Plan
Company
Fixed
Contribution
($)(4)		 Excess Plan
Company
Fixed
Contribution
($)(5)		 Executive Deferred Compensation Restoration Contribution ($) (6) Other
Compensation
($)(7)		 Total All
Other
Compensation
($)
Peter S. Ho 2017 10,800
 8,364
 76,207
 8,100
 73,800
 —
 27,020
 204,291
  2016 10,600
 8,380
 77,948
 7,950
 73,950
 —
 21,191
 200,019
  2015 10,600
 7,638
 50,762
 7,950
 52,832
 —
 20,781
 150,563
                  

Kent T. Lucien 2017 10,800
 8,364
 10,181
 8,100
 9,860
 21,781
 17,594
 86,680
  2016 10,600
 8,380
 12,840
 7,950
 12,181
 16,019
 16,817
 84,787
  2015 10,600
 7,638
 15,054
 7,950
 15,668
 6,854
 15,009
 78,773
                  

Dean Y. Shigemura 2017 10,800
 8,364
 7,116
 8,100
 6,892
 9,663
 —
 50,935
  2016 10,600
 8,380
 4,142
 7,950
 3,930
 5,792
 —
 40,794
  2015 10,600
 7,638
 2,973
 7,950
 3,095
 5,837
 —
 38,093
                   
Wayne Y. Hamano 2017 10,800
 8,364
 15,666
 8,100
 15,172
 8,803
 15,282
 82,187
  2016 10,600
 8,380
 7,937
 7,950
 7,530
 17,932
 13,888
 74,217
  2015 9,600
 7,638
 6,345
 7,950
 6,603
 16,474
 10,508
 65,118
                   
Mark A. Rossi 2017 10,800
 8,364
 26,753
 8,100
 25,908
 21,038
 17,637
 118,600
  2016 10,600
 8,380
 21,060
 7,950
 19,980
 —
 15,941
 83,911
  2015 10,600
 7,638
 18,412
 7,950
 19,164
 —
 14,337
 78,101
                  

Mary E. Sellers 2017 10,800
 8,364
 24,805
 8,100
 24,021
 24,872
 —
 100,962
  2016 10,600
 8,380
 21,060
 7,950
 19,980
 —
 —
 67,970
  2015 10,600
 7,638
 18,233
 7,950
 18,977
 —
 —
 63,398
                   
Derek J. Norris 2017 1,383
 1,331
 —
 1,289
 —
 123,231
 28,455
 155,689
  2016 2,757
 2,179
 —
 2,068
 —
 41,638
 18,889
 67,531
  2015 2,612
 1,882
 —
 1,959
 —
 31,810
 —
 38,263
(2)
For 2023, the total profit-sharing funding, or “Value Sharing Funding,” equaled 1.06% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($330,000 of eligible compensation in 2023) and RSP provisions, a portion is contributed to the RSP, and 3) any Value Sharing Funding on eligible compensation in excess of IRS limits are contributed to the Excess Benefit Plan (column 3). This column represents the sum of the cash portion and the portion contributed to the RSP. For 2023, the cash portion and the portion contributed to the RSP were $679 and $2,816 respectively, for each of the NEOs. Mr. Shairson was not eligible for any company contributions in 2023.
(1)This column represents the Company match of an individual’s salary deferral contributions to the RSP, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2017 was limited to $270,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation.
(2)For 2017, the total profit-sharing funding, or “Value Sharing Funding,” equaled 3.10% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($270,000 of eligible compensation in 2017) and RSP provisions, a portion is contributed to the RSP, and 3) any Value Sharing Funding on eligible compensation in excess of IRS limits are contributed to the Excess Benefit Plan (column 3). This column represents the sum of the cash portion and the portion contributed to the RSP. For 2017, the cash portion and the portion contributed to the RSP were $1,576 and $6,788 respectively, for each of the NEOs, other than Mr. Norris.
(3)This column represents the Company's Value Sharing Funding based on 3.10% of eligible compensation in excess of the Internal Revenue Code prescribed limit ($270,000 of eligible compensation in 2017) that is contributed to the Excess Benefit Plan, and is available to all eligible employees.
(4)The Company's Fixed Contribution to the RSP equaled 3.00% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.
(5)The Company's Fixed Contribution to the RSP equaled 3.00% of eligible compensation. This column represents the Company's Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Benefit Plan, and is available to all eligible employees.
(6)In 2017, Mr. Ho was the only NEO who did not defer amounts under the Deferred Compensation Program. Refer to section "Nonqualified Deferred Compensation" for additional information.
(7)For 2017, this column includes the value of perquisites for Messrs. Ho, Lucien, Hamano, Rossi, and Norris, which include club membership dues, car services, spouse travel, and home security for Mr. Ho.

(3)

This column represents the Company’s Value Sharing Funding based on 1.06% of eligible compensation in excess of the Internal Revenue Code prescribed limit ($330,000 of eligible compensation in 2023) that is contributed to the Excess Benefit Plan, and is available to all eligible employees. Mr. Shairson was not eligible for any company contributions in 2023.
52(4)
In 2022 and 2023, a Special Fixed Bonus was paid in lieu of the Company Fixed Contribution to the RSP and the Excess Benefit Plan. The 2021 Company's Fixed Contribution to the RSP equaled 3.00% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees. Mr. Shairson was not eligible for any company contributions in 2023.
(5)
In 2022 and 2023, a Special Fixed Bonus was paid in lieu of the Company Fixed Contribution to the RSP and the Excess Benefit Plan. The 2021 Company's Fixed Contribution to the RSP equaled 3.00% of eligible compensation. This column represents the Company’s Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Benefit Plan, and is available to all eligible employees. Mr. Shairson was not eligible for the Special Fixed Bonus in 2023.
(6)
In 2022 and 2023, this column includes both the Restoration Benefit Contributions and the Special Fixed Bonus. In 2021, Messrs. Ho did not defer amounts under the Deferred Compensation Program that were eligible for Restoration Benefit Contributions. Refer to section “Nonqualified Deferred Compensation” for additional information. Mr. Shairson was not eligible for the Restoration Benefit Contributions nor Special Fixed Bonus in 2023.
(7)
For 2023, this column includes the value of perquisites for Messrs. Ho and Shairson, which include club membership dues, as well as a relocation allowance necessary to entice Mr. Shairson to join the Company.

58


NONQUALIFIED DEFERRED COMPENSATION

Executive Deferred Compensation Program

The Company’s Executive Deferred Compensation Program (the “Deferred Compensation Program”) is a nonqualified deferred compensation plan that allows senior management (including the named executive officers) to defer up to 80% of their base salary earned for a specified year through the Executive Base Salary Deferral Plan (the “Salary Deferral Plan”), and to defer up to 100% of incentive payments under the Executive Incentive Plan. In 2017, Messrs. Lucien,Emerson and Shigemura Hamano, Rossi, Norris, and Ms. Sellers deferred amountspart of their 2023 base salary and/or 2023 Executive Incentive Plan payout under the Deferred Compensation Program.

For each Plan Year beginning in 2012, with respect to the deferred amount, a Deferred Compensation Program participant who is eligible for the Company Fixed Contribution and discretionary Value Sharing Contribution under the Company’s qualified retirement plan, the Bank of Hawaii Retirement Savings Plan ("(“Retirement Savings Plan"Plan”), will receive an amount, referred to as "Restoration“Restoration Contribution,"” equal to the sum of: (a) the "Fixed“Fixed Contribution Percentage"Percentage” as described in the Retirement Savings Plan for the immediately preceding Plan Year multiplied by the Elective Deferral Amount; plus (b) the "Value“Value Sharing Allocation Percentage"Percentage” as determined by the Company for purposes of the Retirement Savings Plan for the immediately preceding Plan Year multiplied by the Elective Deferral Amount.

For plan years 2022 and 2023, a Special Fixed Bonus was paid in lieu of the Company Fixed Contribution to the RSP and the Excess Benefit Plan. The Special Fixed Bonus was contributed to the participant’s Executive Base Salary Deferral Plan account.

A participant is always 100% vested in his or her deferred amounts. Deferred amounts under the Deferred Compensation Program are subject to adjustment for appreciation or depreciation in value based on hypothetical investments in one or more investment funds or vehicles permitted by the Committee and chosen by the participant. A participant’s deferred amounts are generally payable beginning on the earliest to occur of the following: (a) a specified time chosen by the participant, or if none, the date that is six months following a separation from service, (b) the participant’s death, (c) the participant’s disability or (d) an “unforeseeable emergency” (generally, a severe financial hardship resulting from the illness of the participant or his or her spouse or dependent, or other extraordinary and unforeseeable circumstances arising from events beyond the control of the participant). Distributions in the event of an unforeseeable emergency are subject to restrictions and are limited to an amount that is reasonably necessary to satisfy the emergency need. For distributions upon a separation from service or at a specified time chosen by a participant, the participant may choose to receive deferred amounts as a lump sum cash payment or in annual installments over a period not to exceed five years. The amount of each installment will be calculated using the “declining balance method,"” under which each installment payment is determined by dividing a participant’s aggregate unpaid balance by the remaining years in the payment period. For distributions resulting from all other events, payment will be made as a lump sum cash payment.

The Company'sCompany’s obligations with respect to deferred amounts under the Salary Deferral Plan and the Executive Incentive Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plans. The assets of the trust are at all times subject to the claims of the Company’s general creditors.

Retirement Savings Excess Benefit Plan

The Retirement Savings Excess Benefit Plan (the “Excess Benefit Plan”) is a nonqualified supplemental retirement benefits plan that compensates participants for the amount of benefits that would otherwise be payable under the Company’s Retirement Savings Plan but for limitations under Internal Revenue Code Sections 415 and 401(a)(17) as to the amount of annual contributions to, and annual benefits payable under, the Retirement Savings Plan. A participant’s accrued benefits under the Excess Benefit Plan are hypothetically invested in one or more funds permitted by the Plan and chosen by the participant, and are adjusted for appreciation or depreciation in value attributable to such hypothetical investments.

For an individual who became a participant in the Excess Benefit Plan after May 19, 2006, the plan provides that benefits are payable upon a separation from service according to a distribution schedule that is determined by reference to the total amount accrued for the individual under the plan. A participant with:

•
$100,000 or less in deferred amounts will receive a lump sum payment six months after separation from service;
•
more than $100,000 but no more than $300,000 in deferred amounts will receive distributions in two installments;
•
more than $300,000 but no more than $500,000 in deferred amounts will receive distributions in three installments; and
•
more than $500,000 in deferred amounts will receive distributions in five installments.


53

59


Table of Contents


In each case, the first installment will be paid on the first day of the seventh month following separation from service and subsequent installments will be paid in each subsequent January. An individual who first became a participant in the Excess Benefit Plan on or prior to May 19, 2006 will receive benefits upon the participant’s separation from service and may have elected to be paid as follows: (a) according to the distribution schedule applicable to individuals who become participants after May 19, 2006, (b) in a lump sum on the first day of the seventh month following separation from service, or (c) in annual installments (not to exceed five) commencing on the first day of the seventh month following separation from service or commencing on an anniversary of the participant’s separation from service (not later than the fifth anniversary). The amount of each installment will be calculated using the declining balance method. If a participant dies prior to the full distribution of his or her deferred amounts, any unpaid amounts remaining will be distributed in a lump sum to the participant's beneficiary.

The Company’s obligations under the Excess Benefit Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plan. The assets of the trust are at all times subject to the claims of the Company’s general creditors.

Set forth below is information regarding the amounts deferred by or for the benefit of the named executive officers in 2017.

2023.

NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2017

Name

 

Executive
Contributions
in 2023
($)(1)

 

 

Registrant
Contributions
in 2023
($)(2)

 

 

Aggregate
Earnings in
2023
($)

 

 

Aggregate
Withdrawals or
Distributions
in 2023
($)

 

 

Aggregate
Balance
at December 31, 2023
($)(3)

 

Peter S. Ho

 

 

—

 

 

 

113,340

 

 

 

260,610

 

 

 

—

 

 

 

2,996,001

 

Dean Y. Shigemura

 

 

531,059

 

 

 

38,892

 

 

 

607,948

 

 

 

—

 

 

 

5,343,131

 

Marco A. Abbruzzese

 

 

—

 

 

 

28,074

 

 

 

—

 

 

 

—

 

 

 

—

 

Matthew K.M. Emerson

 

 

40,000

 

 

 

30,359

 

 

 

10,079

 

 

 

—

 

 

 

159,597

 

S. Bradley Shairson

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

(1)
Name Executive
Contributions In
Last Fiscal Year
($)(1)		 Registrant
Contributions
In Last
Fiscal Year
($)(2)		 Aggregate
Earnings in
Last Fiscal
Year
($)		 Aggregate
Withdrawals or
Distributions in Last
Fiscal Year
($)		 Aggregate
Balance at Last
Fiscal Year-End
($)(3)
Peter S. Ho —
 150,007
 45,518
 —
 998,213
Kent T. Lucien 8,385
 41,822
 98,323
 —
 2,035,794
Dean Y. Shigemura 296,769
 23,671
 135,114
 —
 1,576,222
Wayne Y. Hamano 6,865
 39,641
 65,353
 —
 1,611,611
Mark A. Rossi 345,000
 73,699
 59,579
 —
 740,333
Mary E. Sellers 407,885
 73,699
 47,795
 —
 940,182
Derek J. Norris 1,520,900
 123,231
 1,500,552
 —
 9,574,944
(1)During 2017, Messrs. Lucien,2023, Mr. Shigemura Hamano, Rossi and Norris and Ms. Sellers deferred $8,385, $34,269, $6,865, $345,000, $1,520,900, and $407,885, respectively,$111,059 under the Base Salary Deferral Plan. Messr.Program. Messers Shigemura also deferred $262,500and Emerson $420,000 and $40,000 respectively under the Executive Incentive Plan. The table below shows the Vanguard funds deemed available for selection by participants under the Deferred Compensation Program and their annual rate of return for the calendar year ended December 31, 2017, as reported2023.

Name of Fund

Rate of Return

 

 

Name of Fund

Rate of Return

 

 

Vanguard 500 Index Inv

 

26.11

%

 

Vanguard Target Retirement 2035 Fund

 

17.14

%

 

Vanguard Emerging Markets Stock Index

 

9.03

%

 

Vanguard Target Retirement 2040 Fund

 

18.33

%

 

Vanguard Explorer Inv

 

19.78

%

 

Vanguard Target Retirement 2045 Fund

 

19.48

%

 

Vanguard Federal Money Market Investor

 

5.09

%

 

Vanguard Target Retirement 2050 Fund

 

20.16

%

 

Vanguard High-Yield Corporate Inv

 

11.62

%

 

Vanguard Target Retirement 2055 Fund

 

20.15

%

 

Vanguard International Growth Inv

 

14.66

%

 

Vanguard Target Retirement 2060 Fund

 

20.18

%

 

Vanguard Mid Cap Growth Inv

 

24.07

%

 

Vanguard Target Retirement 2065 Fund

 

20.14

%

 

Vanguard Mid Cap Index Inv

 

15.83

%

 

Vanguard Target Retirement 2070 Fund

 

20.24

%

 

Vanguard Selected Value Inv

 

25.33

%

 

Vanguard Target Retirement Income Fund

 

10.65

%

 

Vanguard Short-Term Federal Fund Investor Shares

 

3.80

%

 

Vanguard Total Bond Market Index Inv

 

5.59

%

 

Vanguard Small Cap Index Inv

 

18.05

%

 

Vanguard US Growth Inv

 

45.16

%

 

Vanguard Target Retirement 2020 Fund

 

12.51

%

 

Vanguard Wellington Inv

 

14.30

%

 

Vanguard Target Retirement 2025 Fund

 

14.54

%

 

Vanguard Windsor Fund Investor Shares

 

14.92

%

 

Vanguard Target Retirement 2030 Fund

 

15.60

%

 

 

 

 

 

(2)
These amounts represent Excess Benefit Plan and Restoration Contributions by the administratorCompany for fiscal year 2023 which were paid in 2024 and accordingly are not included in the Aggregate Balance as of Last Fiscal Year-End column. Mr. Shairson was not eligible for Registrant Contributions in 2023. See columns, 3, 5 and 6 of the DeferredAll Other Compensation Program.
Table for additional details.
Name of Fund Rate of Return Name of Fund Rate of Return 
500 Index Fund Inv 21.67% Target Retirement 2030 17.52% 
Emerging Markets Stock Index Inv 31.15% Target Retirement 2035 19.12% 
Explorer Fund Investor 22.95% Target Retirement 2040 20.71% 
Federal Money Mkt Fund 0.81% Target Retirement 2045 21.42% 
High-Yield Corp Fund Inv 7.02% Target Retirement 2050 21.39% 
International Growth Inv 42.96% Target Retirement 2055 21.38% 
Mid-Cap Growth Fund 22.01% Target Retirement 2060 21.36% 
Mid-Cap Index Fund Inv 19.12% Target Retirement 2065 —
 
Selected Value Fund 19.51% Target Retirement Income 8.47% 
Short-Term Federal Inv 0.70% Total Bond Market Index Inv 3.45% 
Small-Cap Index Fund Inv 16.10% U.S. Growth Fund Inv 31.60% 
Target Retirement 2015 11.50% Wellington Fund Inv 14.72% 
Target Retirement 2020 14.08% Windsor Fund Investor 19.10% 
Target Retirement 2025 15.94%     
(3)
A portion of each amount listed in this column has been reported in the "Summary Compensation Table" in current and prior years' proxy statements for the years in which the named executive officer appeared in these proxy statements. The amounts reported are as follows: Mr. Ho, $2,728,769; Mr. Shigemura, $3,421,588; and Mr. Emerson, $40,000.
(2)These amounts represent Excess Benefit Plan and Restoration contributions by the Company for fiscal year 2017 which were paid in 2018 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End column. See columns 3, 5, and 6 of the “All Other Compensation Table” for additional details.
(3)A portion of each amount listed in this column has been reported in the "Summary Compensation Table" in current and prior years' proxy statements for the years in which the named executive officer appeared in these proxy statements. The amounts reported are as follows: Mr. Ho, $827,878; Mr. Lucien, $1,827,650; Mr. Shigemura, $34,629; Mr. Hamano, $1,042,026; Mr. Rossi, $584,060; Mr. Norris, $1,765,516; and Ms. Sellers, $745,444.


54

60


GRANTS OF PLAN-BASED AWARDS IN 2017

The following table summarizes the equity-based awards granted in 20172023 to the named executive officers in the Summary Compensation Table.

 

 

 

 

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards

 

Estimated Future Payouts
Under Equity
Incentive Plan Awards

 

All Other
Stock
Awards;
Number of
Shares of

 

All Other
Option
Awards:
Number of

 

Exercise
or Base
Price of

 

Grant
Date Fair
Value of
Stock and

 

Name

 

Type of
Award
(1)

Grant
Date

Threshold
($)

 

Target
($)

 

Maximum
($)

 

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

 

Stock or
Units
(#)

 

Securities
Underlying
Options(#)

 

Option
Awards
($/Sh)

 

Option
Awards
($)

 

Peter S. Ho

(5)

PSU

2/24/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

39,937

 

 

39,937

 

 

—

 

 

—

 

 

—

 

 

3,000,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dean Y. Shigemura

(5)

PSU

2/24/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

7,988

 

 

7,988

 

 

—

 

 

—

 

 

—

 

 

600,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marco A. Abbruzzese

(5)

PSU

2/24/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

6,657

 

 

6,657

 

 

—

 

 

—

 

 

—

 

 

500,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Matthew K.M. Emerson

(5)

PSU

2/24/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

6,657

 

 

6,657

 

 

—

 

 

—

 

 

—

 

 

500,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S. Bradley Shairson

(2)

PSG

5/1/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

10,461

 

 

10,461

 

 

—

 

 

—

 

 

—

 

 

500,036

 

 

(3)

RSG

5/1/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

10,461

 

 

—

 

 

—

 

 

500,036

 

 

(4)

RSG

5/1/2023

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

8,369

 

 

—

 

 

—

 

 

400,038

 

(1)
Types of Awards:

PSG - Performance-Based Restricted Stock Grant

RSG - Service-Based Restricted Stock Grant

PSU - Performance-Based Restricted Stock Unit Grant

(2)
Performance-based restricted stock was granted as part of Mr. Shairson’s new hire package, of which 50% are First Category Shares and 50% are Second Category Shares, which vests once the Committee has certified the Three Year Average Percentiles for each of the performance metrics, provided service and performance criteria are met. Vesting is conditioned upon the Company’s three year (for the years 2023, 2024, and 2025) average percentile ranking in the S&P Supercomposite Regional Bank Index (less banks with assets greater than $50 billion) and the grantee must remain an employee of the Company through the vesting date. The S&P Supercomposite Regional Bank Index was determined as of January 3, 2023. The First Category Shares will vest 100% if the three year average percentile ranking for Return-on-Common-Equity is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.99th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, shares will forfeit if the Company’s ranking is below the 50th percentile. The Second Category Shares will vest 100% if the three year average percentile ranking for Stock Price-to-Book Ratio is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.99th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, shares will forfeit if the Company’s ranking is below the 50th percentile.
  Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards		 Estimated Future Payouts
Under Equity
Incentive Plan Awards		 
All Other
Stock
Awards;
Number of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
Name Type of Award(1)Grant
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		   
Peter S. Ho(2)RSG2/24/17 —
 —
 —
 —
 21,192
 21,192
 —
—
 —
 1,800,048
Kent T. Lucien(2)RSG2/24/17 —
 —
 —
 —
 2,944
 2,944
 —
—
 —
 250,063
Dean Y. Shigemura(2)RSG2/24/17 —
 —
 —
 —
 5,887
 5,887
 —
—
 —
 500,042
Wayne Y. Hamano(2)RSG2/24/17 —
 —
 —
 —
 5,887
 5,887
 —
—
 —
 500,042
Mark A. Rossi(2)RSG2/24/17 —
 —
 —
 —
 4,710
 4,710
 —
—
 —
 400,067
Mary E. Sellers(2)RSG2/24/17 —
 —
 —
 —
 5,887
 5,887
 —
—
 —
 500,042
Derek J. Norris (3)
(2)RSG2/24/17 —
 —
 —
 —
 5,887
 5,887
 —
—
 —
 500,042
(3)
Service-based restricted stock was granted on May 1, 2023 as part of Mr. Shairson’s new hire package, which will vest in full on the second anniversary of the grant once the Company’s People Services has certified the grantee remained an employee of the Company through the vesting date.
(1)Type of Award: RSG - Performance-Based Restricted Stock Grant
(2)
Performance-based restricted stock was granted, of which 45% are First Category Shares, 45% are Second Category Shares and 10% are Third Category Shares, which vests once the Committee has certified the Three Year Average Percentiles for each of the performance metrics, provided service and performance criteria are met. Vesting is conditioned upon the Company’s three year (for the years 2017, 2018, and 2019) average percentile ranking in the S&P Supercomposite Regional Bank Index (less banks with assets greater than $50 billion) and the grantee must remain an employee of the Company through the vesting date. The S&P Supercomposite Regional Bank Index was determined as of January 3, 2017. The First Category Shares will vest 100% if the three year average percentile ranking for Return-on-Equity is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.9th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, shares will forfeit if the Company’s ranking is below the 50th percentile. The Second Category Shares will vest 100% if the three year average percentile ranking for Stock Price-to-Book Ratio is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.9th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, shares will forfeit if the Company’s ranking is below the 50th percentile. The Third Category Shares will vest 100% if the three year average percentile ranking for Tier 1 Capital Ratio is in the 50th percentile and above of the S&P Supercomposite Regional Bank Index, shares will forfeit if the Company’s ranking is below the 50th percentile.
(3)Derek J. Norris forfeited the performance-based restricted stock granted in 2017 because he retired from the Company in December 2017.


(4)
Service-based restricted stock was granted on May 1, 2023 as part of Mr. Shairson’s new hire package, which will vest in full on the first anniversary of the grant once the Company’s People Services has certified the grantee remained an employee of the Company through the vesting date.

(5)
Performance-based restricted stock unit was granted, of which 50% are First Category Units and 50% are Second Category Units, which vests once the Committee has certified the Three Year Average Percentiles for each of the performance metrics, provided employment and performance criteria are met. Vesting is conditioned upon the Company’s three year (for the years 2023, 2024, and 2025) average percentile ranking in the S&P Supercomposite Regional Bank Index (less banks with assets greater than $50 billion) and the grantee must remain an employee of the Company through the vesting date. The S&P Supercomposite Regional Bank Index was determined as of January 3, 2023. The First Category Units will vest 100% if the three year average percentile ranking for Return-on-Equity is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.99th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, units will forfeit if the Company’s ranking is below the 50th percentile. The Second Category Units will vest 100% if the three year average percentile ranking for Stock Price-to-Book Ratio is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.99th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, units will forfeit if the Company’s ranking is below the 50th percentile.


55

61


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table presents a summary of unexercised stock options and restricted stock and unit awards held as of December 31, 20172023, by the named executive officers in the Summary Compensation Table.

 

 

Option Awards

 

Stock Awards

Name

 

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

 

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

 

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

 

Option
Exercise
Price
($)

 

Option
Expiration
Date

 

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

 

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)

 

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
(#)

 

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
($)(12)

Peter S. Ho

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

39,282

(1)

2,846,374

 

 

—

 

—

 

—

 

—

 

—

 

2,663

(2)

192,961

 

—

 

—

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

34,373

(3)

2,490,668

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

39,937

(4)

2,893,835

Dean Y. Shigemura

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

7,857

(1)

569,318

 

 

—

 

—

 

—

 

—

 

—

 

839

(2)

60,794

 

—

 

—

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

8,021

(3)

581,202

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

7,988

(4)

578,810

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

10,737

(5)

778,003

Marco A. Abbruzzese

 

—

 

—

 

—

 

—

 

—

 

1,650

(10)

119,559

 

—

 

—

 

 

—

 

—

 

—

 

—

 

—

 

4,399

(11)

318,752

 

—

 

—

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

6,657

(4)

482,366

Matthew K.M. Emerson

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

2,806

(1)

203,323

 

 

—

 

—

 

—

 

—

 

—

 

323

(2)

23,405

 

 

 

—

 

 

—

 

—

 

—

 

—

 

—

 

402

(6)

29,129

 

 

 

—

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

3,438

(3)

249,117

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

6,657

(4)

482,366

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

6,442

(5)

466,787

S. Bradley Shairson

 

—

 

—

 

—

 

—

 

—

 

8,369

(7)

606,418

 

—

 

—

 

 

—

 

—

 

—

 

—

 

—

 

10,461

(8)

758,004

 

—

 

—

 

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

10,461

(9)

758,004

(1)
These are performance-based restricted stock in which the performance targets were achieved and vested on February 21, 2024.
  Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)		 Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)		 Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		 Market
Value of
Shares or
Units of
Stock That 
Have Not
Vested
($)(6)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
(#)		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
($)(8)
Peter S. Ho 23,333
 —
 —
 42.22
 11/18/21
 7,089
(1)607,527
 20,455
(3)1,752,994
  23,333
 —
 —
 47.72
 1/20/22
 7,089
(2)607,527
 20,455
(4)1,752,994
                16,400
(5)1,405,480
                16,400
(6)1,405,480
                21,192
(7)1,816,154
Kent T. Lucien 15,000
 —
 —
 47.72
 1/20/22
 627
(1)53,734
 4,548
(3)389,764
  —
 —
 —
 —
 —
 627
(2)53,734
 4,548
(4)389,764
                4,304
(5)368,853
                4,304
(6)368,853
                2,944
(7)252,301
Dean Y. Shigemura 11,666
 —
 —
 42.22
 11/18/21
 —
 —
 2,274
(3)194,882
  11,667
 —
 —
 47.72
 1/20/22
 —
 —
 2,274
(4)194,882
                1,845
(5)158,117
                1,845
(6)158,117
                5,887
(7)504,516
Wayne Y. Hamano —
 —
 —
 —
 —
 627
(1)53,734
 4,548
(3)389,764
  —
 —
 —
 —
 —
 627
(2)53,734
 4,548
(4)389,764
                4,304
(5)368,853
                4,304
(6)368,853
                5,887
(7)504,516
Mark A. Rossi —
 —
 —
 —
 —
 627
(1)53,734
 4,548
(3)389,764
  —
 —
 —
 —
 —
 627
(2)53,734
 4,548
(4)389,764
                4,304
(5)368,853
                4,304
(6)368,853
                4,710
(7)403,647
Mary E. Sellers 15,000
 —
 —
 42.22
 11/18/21
 627
(1)53,734
 4,548
(3)389,764
  15,000
 —
 —
 47.72
 1/20/22
 627
(2)53,734
 4,548
(4)389,764
                4,304
(5)368,853
                4,304
(6)368,853
                5,887
(7)504,516
(2)
These are service-based restricted stock issued as part of the performance-based 2020 Executive Incentive Plan payout. Two-thirds of the grant vested on February 22, 2022 and February 20, 2023, and the remaining one-third with vested on February 19, 2024.

(3)
These are performance-based restricted stock, which will vest on the date of certification of achievement of service and performance targets by the Committee in 2025.
(1)These are performance-based restricted stock in which the performance targets were achieved in 2014. A total of 9,597 shares vested for named executive officers on January 31, 2018. Mr. Shigemura did not participate in the 2014 grant.
(2)These are performance-based restricted stock units in which the performance targets were achieved in 2014 and are cash-settled. A total of 9,597 units at the Company's stock closing price on January 31, 2018 of $83.67, totaling $802,981 was paid to the named executive officers on January 31, 2018. Mr. Shigemura did not participate in the 2014 grant.
(3)These are performance-based restricted stock that vested on March 1, 2018.
(4)These are performance-based restricted stock units that were cash-settled and vested on March 1, 2018.
(5)These are performance-based restricted stock that will vest on March 1, 2019.
(6)These are performance-based restricted stock units that will be cash-settled and will vest on March 1, 2019.
(7)These are performance-based restricted stock that will vest on March 1, 2020.
(8)The amounts in these columns are based on the closing stock price of the Company's common stock on December 31, 2017 of $85.70.

(4)

These are performance-based restricted stock unit, which will vest in stock on the date of certification of achievement of service and performance targets by the Committee in 2026.
56(5)
These are performance-based restricted stock with a vest date of March 31, 2026.
(6)
These are service-based restricted stock. One-fourth of the grant vested on October 25, 2021, October 25, 2022 and October 23, 2023, and the remaining one-fourth with vest date of October 23, 2024.
(7)
These are service-based restricted stock with a vest date of May 1, 2024.
(8)
These are service-based restricted stock with a vest date of May 1, 2025.
(9)
These are performance-based restricted stock, which will vest on the date of certification of achievement of service and performance targets by the Committee in 2026.
(10)
These are new hire service-based restricted stock. One-half of the grant vested on January 10, 2023 and the remaining one-half vested on January 10, 2024.
(11)
These are service-based restricted stock with a vest date of January 10, 2025.
(12)
The amounts in these columns are based on the closing market stock price of the Company’s common stock on December 31, 2023 of $72.46.

62


OPTION EXERCISES AND STOCK VESTED IN 2017


The following table includes values realized for stock options exercised, the vesting of restricted stock, and the payouts on performance-based restricted stock units in 2017.2023. For further information on the vesting criteria for these restricted stock awards see the table “Outstanding Equity Awards At Fiscal Year-End.Awards.”

 

 

Option Awards

 

 

Stock Awards

 

Name

 

Number of
Shares
Acquired on
Exercise
(#)

 

 

Value
Realized
on Exercise
($)(1)

 

 

Number of
Shares
Acquired on
Vesting
(#)

 

 

Value
Realized
on Vesting
($)(2)

 

Peter S. Ho

 

 

—

 

 

 

—

 

 

 

30,605

 

 

 

2,297,796

 

Dean Y. Shigemura

 

 

—

 

 

 

—

 

 

 

8,663

 

 

 

650,370

 

Marco A. Abbruzzese

 

 

—

 

 

 

—

 

 

 

1,649

 

 

 

133,091

 

Matthew K.M. Emerson

 

 

—

 

 

 

—

 

 

 

3,520

 

 

 

253,280

 

(1)
Value determined by subtracting the exercise price per share from the closing market price per share of the Company's common stock on the date of exercise and multiplying the difference by the number of shares acquired on exercise.
  Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise
(#)		 Value Realized
on Exercise
($)(1)		 Number of Shares
Acquired on
Vesting
(#)(2)		 Value Realized
on Vesting
($)(3)
Peter S. Ho —
 —
 27,842 2,391,906
Kent T. Lucien —
 —
 4,758 408,760
Dean Y. Shigemura —
 —
 1,810 155,497
Wayne Y. Hamano —
 —
 4,758 408,760
Mark A. Rossi 30,000
 1,302,000
 4,932 423,708
Mary E. Sellers —
 —
 4,910 421,818
Derek J. Norris 23,333
 1,013,116
 2,178 187,112
(2)
Value determined by multiplying the number of vested shares by the closing market price per share of the Company's common stock on the vesting date or on the next business day in the event the vesting date was not on a business day.
(1)Value determined by subtracting the exercise price per share from the market value per share of the Company's common stock on the date of exercise and multiplying the difference by the number of shares acquired on exercise.
(2)Includes restricted stock units that were cash-settled.
(3)Value determined by multiplying the number of vested shares by the closing market price per share of the Company's common stock on the vesting date or on the next business day in the event the vesting date was not on a business day.

EQUITY COMPENSATION PLAN INFORMATION

The following table contains information with respect to all of the Company’s compensation plans (including individual compensation arrangements) under which securities are authorized for issuance as of December 31, 2017.

Plan Category Number of Securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
(#)(A)		 Weighted average
exercise price of
outstanding
options, warrants
and rights
($)(B)		 Number of securities
remaining available
for future issuance under
equity compensation plans
(excluding securities reflected
in column(A))
(#)(C)
Equity compensation plans approved by security holders 303,552 45.26
 1,889,508



57


2023.

Plan Category

Number of Securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
(#)(A)

Weighted average
exercise price of
outstanding
options, warrants
and rights
($)(B)

Number of securities
remaining available
for future issuance under
equity compensation plans
(excluding securities
reflected in column (A))
(#)(C)

Equity compensation plans approved by security holders

—

—

942,377

PENSION BENEFITS

The Employees’ Retirement Plan of Bank of Hawaii (the “Retirement Plan”) provides retirement benefits for eligible employees based on the employee’s years of service and average annual salary during the 60 consecutive months resulting in the highest average salary (excluding overtime, incentive plan payouts, and discretionary cash awards). The Retirement Plan was frozen as of December 31, 1995, except that for the five-year period commencing January 1, 1996, benefits for certain eligible participants were increased in proportion to the increase in the participant’s average annual salary. As of December 31, 2000, the benefits under the Retirement Plan were completely frozen and not subject to increase for any additional years of service or increase in average annual salary. Messrs.Mr. Ho and Hamano and Ms. Sellers areis the only named executive officersofficer who are participantsis a participant in the Retirement Plan. A summary of theirhis benefits areis listed below:

Name

 

Plan Name

 

Number of
Years of
Credited
Service
(#)

 

 

Present
Value of
Accumulated
Benefits
($)

 

 

Payments
During
Last Fiscal
Year
($)

 

Peter S. Ho

 

Employees’ Retirement Plan of Bank of Hawaii

 

 

2

 

 

 

14,204

 

 

 

—

 

Name Plan Name Number of Years
of Credited Service
(#)		 Present Value of
Accumulated Benefits
($)		 Payments
During
Last Fiscal Year
($)
Peter S. Ho Employees’ Retirement Plan of Bank of Hawaii 2 14,101 —
Wayne Y. Hamano Employees’ Retirement Plan of Bank of Hawaii 12 143,954 —
Mary E. Sellers Employees’ Retirement Plan of Bank of Hawaii 7 96,476 —


58

63


CHANGE-IN-CONTROL, TERMINATION, AND OTHER ARRANGEMENTS

Bank of Hawaii’sHawai‘i’s Change-in-Control Retention Plan (the “Retention Plan”) provides a participant with benefits in the event of a change-in-control of the Company. The Retention Plan includes a "Double-Trigger"“Double-Trigger” payout requirement; there must be a change-in-control of the Company, and a termination of the participant’s employment with the Company either by the Company without cause or by the participant for “good reason” in each case within 24 months following the change-in-control. All of the current named executive officers are participants in the Retention Plan. Two levels of benefits are payable to participants in the Retention Plan, with executives holding the position of Vice Chair or above being eligible for the higher tier of benefits. Messrs. Ho, Lucien, Shigemura, Hamano, Rossi, and Ms. SellersAll NEOs are eligible for the higher tier of benefits (described in the table below). In consideration of the benefits payable under the Retention Plan, participants are, for 12 months following termination of employment, subject to non-disclosure, non-competition (generally with respect to any other financial institution doing business in Hawaii)Hawai‘i), non-solicitation of business and employees, and non-disparagement restrictions.

The Retention Plan limits any payment or benefit under the Plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit, and prohibits the payment under the Plan of any tax gross up payments to executives in connection with any payment or benefit under the Plan.

Under the Retention Plan, a “change-in-control” will be deemed to have occurred if:

•
any person or group becomes the beneficial owner of 25% or more of the combined voting power of the Company’s securities that are entitled to vote for the election of directors;
•
a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined voting power of the entity’s securities that are entitled to vote for the election of directors); or
•
individuals who constituted the Board of Directors as of April 30, 2004, cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004, or other directors approved by them).

A participant is deemed to have “good reason” if one or more of the following occur after a change-in-control without the participant’s written consent:

•
a material reduction in the participant’s base salary, authority, duties or responsibilities, or in the budget over which the participant has authority;
•
a material reduction in the authority, duties or responsibilities of the participant’s supervisor;
•
the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles from the participant’s base of employment immediately prior to the change-in-control; or
•
any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant’s employment agreement.

The terms of the Company'sCompany’s 2014 Stock and Incentive Compensation Plan (as well as the 2024 Stock and Incentive Compensation Plan proposed herein) provide for full acceleration of vesting of restricted stock, restricted stock units, and stock options upon the occurrence of a change-in-control of the Company. We believe that it is generally appropriate to fully vest equity and incentive-based awards to employees in a change-in-control transaction because such a transaction may often cut short or reduce the employee'semployee’s ability to realize value with respect to such awards. All restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double-Trigger” for acceleration to occur, as provided in the Retention Plan. The Executive Incentive Plan provides that incentive awards will, upon a change-in-control of the Company, be prorated as though the applicable performance period ended on the change-in-control date, and will be calculated as an amount equal to two times a participant’s incentive allocation for the prorated performance period.



59

64


Table of Contents


The table below sets forth the benefits that would have been payable to each of the named executive officers had a qualifying termination occurred under the terms of the Retention Plan or plans with change-in-control provisions on December 31, 2017.

2023.

Name

 

Base Salary
and Bonus
Payment ($)(1)(8)

 

 

Executive
Incentive Plan
Payment
($)(2)(8)

 

 

Health
Benefits
($)(3)

 

 

Outplacement
($)(4)

 

 

Relocation
Payment
($)(5)

 

 

Acceleration
of Restricted
Stock
($)(6)(8)

 

 

Non-
competition
Payment
($)(7)

 

 

Total ($)

 

Peter S. Ho

 

 

3,543,200

 

 

 

1,771,600

 

 

 

69,603

 

 

 

29,584

 

 

 

150,000

 

 

 

8,423,837

 

 

 

1,771,600

 

 

 

15,759,424

 

Dean Y. Shigemura

 

 

1,612,980

 

 

 

716,880

 

 

 

53,304

 

 

 

29,584

 

 

 

150,000

 

 

 

2,568,127

 

 

 

806,490

 

 

 

5,937,365

 

Marco A. Abbruzzese

 

 

623,596

 

 

 

659,200

 

 

 

68,295

 

 

 

29,584

 

 

 

150,000

 

 

 

—

 

 

 

741,600

 

 

 

2,272,275

 

Matthew K.M. Emerson

 

 

1,575,900

 

 

 

700,400

 

 

 

68,295

 

 

 

29,584

 

 

 

150,000

 

 

 

389,942

 

 

 

787,950

 

 

 

3,702,071

 

S. Bradley Shairson

 

 

883,837

 

 

 

480,000

 

 

 

68,730

 

 

 

29,584

 

 

 

150,000

 

 

 

—

 

 

 

540,000

 

 

 

2,152,151

 

(1) Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination.

(2) The Executive Incentive Plan provides that upon a change-in-control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change-in-control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), prorated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period.

(3) In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chair or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.

(4) Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).

(5) For participants who hold the position of Vice Chair or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.

(6) Under the 2014 Stock and Incentive Plan, a change-in-control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. All restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double-Trigger” for acceleration to occur, as provided in the Retention Plan.

(7) Under the Retention Plan, a participant who holds the position of Vice Chair or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawai‘i) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination.

(8) In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.

Name Base Salary
and Bonus
Payment ($)(1)(8)		 Executive
Incentive
Plan
Payment ($) (2)(8)		 Health
Benefits ($)(3)		 Outplacement ($)(4) Relocation
Payment ($)(5)		 Acceleration
of Restricted
Stock ($)(6)(8)		 Non-
competition
Payment ($)(7)		 Total ($)
Peter S. Ho 3,120,000
 1,560,000
 63,765
 24,749
 150,000
 9,348,156
 1,560,000
 15,826,670
Kent T. Lucien 1,569,600
 412,800
 47,509
 24,749
 150,000
 1,877,001
 784,800
 4,866,459
Dean Y. Shigemura 998,200
 354,200
 59,388
 24,749
 150,000
 1,034,125
 499,100
 3,119,762
Wayne Y. Hamano 1,332,000
 592,000
 63,765
 24,749
 150,000
 2,129,217
 666,000
 4,957,731
Mark A. Rossi 1,569,600
 697,600
 42,390
 24,749
 150,000
 2,028,348
 784,800
 5,297,487
Mary E. Sellers 1,569,600
 697,600
 42,390
 24,749
 150,000
 2,129,217
 784,800
 5,398,356
                


(1)Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination.
(2)The Executive Incentive Plan provides that upon a change-in-control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change-in-control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), prorated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period.
(3)In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chair or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.
(4)Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).
(5)For participants who hold the position of Vice Chair or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.
(6)Under the 2014 Stock and Incentive Plan, a change-in-control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. All restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double-Trigger” for acceleration to occur, as provided in the Retention Plan.
(7)Under the Retention Plan, a participant who holds the position of Vice Chair or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination.
(8)In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.



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PAY VERSUS PERFORMANCE

In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge performance.

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

 

 

Year

Summary Compensation Table Total for PEO
($) (1)

 

Compensation Actually Paid to PEO
($) (1) (2)

 

Average Summary Compensation Table Total for Non-PEO Named Executive Officers
($) (3)

 

Average Compensation Actually Paid to Non-PEO Named Executive Officers
($) (2) (3)

 

Total Shareholder Return
($)

 

Peer Group Total Shareholder Return
($) (4)

 

Net Income
($)

 

Return-on-Common Equity
(%) (5)

 

2023

 

4,627,918

 

 

4,381,686

 

 

1,540,927

 

 

1,701,848

 

 

89

 

 

94

 

 

171,202,000

 

 

13.89

%

2022

 

6,056,524

 

 

5,674,791

 

 

2,661,358

 

 

2,487,102

 

 

91

 

 

107

 

 

225,804,000

 

 

17.83

%

2021

 

7,339,234

 

 

8,082,521

 

 

3,143,609

 

 

3,227,437

 

 

95

 

 

131

 

 

253,372,000

 

 

17.92

%

2020

 

4,248,492

 

 

3,003,245

 

 

1,463,462

 

 

1,166,693

 

 

84

 

 

93

 

 

153,804,000

 

 

11.56

%

(1) Reflects compensation for our Chairman, Chief Executive Officer & President, Peter S. Ho, who served as our Principal Executive Officer (PEO) in 2020, 2021, 2022 and 2023.

(2) CAP values for fiscal years 2020, 2021, and 2022 differ from those published in our March 17, 2023 proxy. These differences are a result of changes in our understanding of the assumptions and methodologies required under the SEC rule.

(3) Reflects compensation for Dean Y. Shigemura, Sharon M. Crofts, James C. Polk, Mary E. Sellers, and Mark A. Rossi in 2020; Dean Y. Shigemura, Sharon M. Crofts, James C. Polk, and Mary E. Sellers in 2021; and Dean Y. Shigemura, Marco A. Abbruzzese, James C. Polk, and Mary E. Sellers in 2022; and Dean Y. Shigemura, Marco A. Abbruzzese, Matthew K.M. Emerson, and S. Bradley Shairson in 2023, as shown in the Summary Compensation Table for each respective year.

(4) Peer Group used for TSR comparisons reflects the S&P Supercomposite Regional Bank Index.

(5) Return-on-Common-Equity is generally defined as the net income available to common shareholders as a percent of average common equity.

To calculate “compensation actually paid” for our CEO and other NEOs, the following adjustments were made to the Summary Compensation Table total pay.

 

PEO

 

Other NEO Average

 

Adjustments
(1)

2023

 

2022

 

2021

 

2020

 

2023

 

2022

 

2021

 

2020

 

Summary Compensation Table Total

 

4,627,918

 

 

6,056,524

 

 

7,339,234

 

 

4,248,492

 

 

1,540,927

 

 

2,661,358

 

 

3,143,609

 

 

1,463,462

 

Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table

 

(3,000,067

)

 

(3,000,075

)

 

(4,211,668

)

 

(2,500,060

)

 

(750,079

)

 

(1,350,055

)

 

(2,003,242

)

 

(540,023

)

Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding

 

2,893,835

 

 

2,665,970

 

 

3,959,251

 

 

2,140,993

 

 

916,492

 

 

1,190,982

 

 

1,824,565

 

 

462,463

 

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding

 

(389,222

)

 

(449,810

)

 

389,023

 

 

(979,172

)

 

(59,815

)

 

(139,071

)

 

96,406

 

 

(217,007

)

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY

 

(75,927

)

 

102,798

 

 

327,875

 

 

(120,582

)

 

(9,017

)

 

18,085

 

 

79,758

 

 

(45,446

)

Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award

 

325,514

 

 

299,384

 

 

278,806

 

 

216,429

 

 

63,340

 

 

105,803

 

 

86,341

 

 

44,648

 

Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table

 

(365

)

 

-

 

 

-

 

 

(2,855

)

 

-

 

 

-

 

 

-

 

 

(1,404

)

Compensation Actually Paid

 

4,381,686

 

 

5,674,791

 

 

8,082,521

 

 

3,003,245

 

 

1,701,848

 

 

2,487,102

 

 

3,227,437

 

 

1,166,693

 

(1) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes.

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Compensation Actually Paid Versus Company Performance:

The graphs below reflect the relationship between the PEO and Average Non-PEO NEO CAP with 1) the Company’s and the peer group’s total shareholder return (assuming an initial fixed investment of $100), 2) the Company’s Net Income, and 3) the Company’s return on common equity for the fiscal years 2020, 2021, 2022, and 2023.

img208917557_39.jpg 

img208917557_40.jpg

TSRimg208917557_41.jpg

Compensation Actually Paid : Net Income

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Compensation Actually Paid : ROCE

Tabular List of Company Performance Measures

The following table alphabetically lists the measures we believe are most important in linking compensation actually paid to company performance during 2023.

1.
EPS Growth

2.
Return on Common Equity
3.
Stock Price to Book

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CEO PAY RATIO


As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information:


For 2017:

2023:


•
The median of the annual total compensation of all employees of our companyCompany (other than our CEO), was $57,060;$69,145; and
•
The annual total compensation of Mr. Ho, our Chairman, President, and Chief Executive Officer, and President was $4,686,501.$4,627,918.

Based on this information, the ratio for 20172023 of the annual total compensation of our Chairman, President, and Chief Executive Officer, and President to the median of the annual total compensation of all employees is 8267 to 1.


We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO:


•
As of October 13, 2017,2023, our U.S. employee population consisted of approximately 2,1391,919 employees, including any full-time, part-time, temporary, or seasonal employees employed on that date. This date was selected because it aligned with a payroll cycle and allowed us to identify employees in a reasonably efficient manner. As permitted by SEC rules, we excluded approximately 1314 employees located in Palau, which accounted for less than 1% of our total U.S. and non-U.S. employee population of approximately 2,152.1,934.
•
To find the median of the annual total compensation of our employees (other than our CEO), we used total earnings as reported to the Internal Revenue Service on Form W-2 plus nontaxable earnings from our payroll records for fiscal 2017.year 2023. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on October 13, 2017,2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.
•
We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.
•
After identifying the median employee, we added together all of the elements of such employee’s compensation for 20172023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in the annual total compensation of $57,060.$69,145.
•
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 20172023 Summary Compensation Table, which is alsoprepared in accordance with the requirements of Item 402(c)(2)(x).


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company to disclose late filings of reports of ownership (and changes in stock ownership) of Bank of Hawaii Corporation common stock by its directors and certain officers. To our knowledge, based on review of the copies of such reports received by the Company and the written representations of its directors and officers, the Company believes that all of its directors and officers complied timely with those filing requirements for 2017, except for one filing for Mr. Derek J. Norris. Due to administrative oversight, he did not report the forfeiture of 14,949 shares of Bank of Hawaii Corporation stock. Upon discovery of the error, an amended Form 4 was immediately filed.Regulation S-K.



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The Company has written ethics and business conduct policies and procedures to monitor and approve related party transactions, including procedures related to any loans the Company makes to executive officers and directors. The Company also conducts ethics training for its officers and directors. In accordance with applicable NYSE listing standards, each related party transaction is reviewed and evaluated by an appropriate group, generally the Audit & Risk Committee, to determine whether a particular relationship serves the best interest of the Company and its shareholders and whether the relationship should be continued. The Company also has adopted a written Code of Business Conduct and Ethics (the “Code”) for all directors, officers and employees to address, among other topics, possible conflicts of interest, corporate opportunities, compliance responsibilities, and reporting and accountability. The Code stresses personal accountability. Directors, officers, or employees who become aware of conflicts of interest or are concerned that a conflict might develop are required to disclose the matter promptly.

In accordance with the applicable NYSE listing standards and the Code, any material transactions or relationships involving a director or executive officer that could reasonably be expected to give rise to a conflict of interest must be approved or ratified by the Audit & Risk Committee and a list of those approvals and ratifications must be submitted semi-annually to the Board of Directors. The Audit & Risk Committee approves or ratifies material transactions or relationships involving a director or executive officer based on the facts and circumstances of each case. In addition to self-reporting, information about potential conflicts of interest is obtained as part of the annual questionnaire process. In response to the annual Directors’ and Officers’ Questionnaire, each director and executive officer submits to the Corporate Secretary a description of any current or proposed related party transactions. These transactions are presented to the Audit & Risk Committee for review and approval or ratification.

The Company and its subsidiaries are also subject to extensive federal regulations regarding certain transactions, including banking regulations relating to the extension of credit by subsidiary banks to insiders, such as executive officers and directors, as well as entities in which these individuals have specified control positions.

During 2017,2023, the Company and its banking and investment subsidiaries engaged in transactions in the ordinary course of business with one or more of the Company’s directors and executive officers, members of their immediate families, corporations and organizations of which one or more of them was a beneficial owner of 10% or more of a class of equity securities, certain of their associates and affiliates, and certain trusts and estates of which one or more of them was a trustee or beneficiary. All loans to such persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company, and did not involve more than the normal risk of collectability or present other unfavorable features.

Occasionally, we may have employees who are related to our executive officers, directors or director nominees. We compensate these individuals in a manner consistent with our practices that apply to all employees. The son of director Clinton R. Churchill was hired by Bank of Hawaii in September 2017 in a non-Executive Officer position and received compensation in 2017 of approximately $154,644 and a service-based restricted stock grant of 2,266 shares of the Company's stock vesting in equal tranches over a 3-year period. The compensation and other terms of employment of Mr. Churchill's son are determined on a basis consistent with the Company's human resources policies.
Mr. Victor K. Nichols,

Ms. Dana M. Tokioka, a current director and director nominee, becameserves as a vice president of Atlas Insurance Agency, Inc. (“Atlas”), a Honolulu-based insurance agency which has provided insurance brokerage services to the Chief Executive OfficerCompany since July 2009, predating Ms. Tokioka’s appointment to the Board. In 2023, the Company paid Atlas insurance brokerage fees in the amount of Harland Clarke Holdings Corp., as of January 1, 2017.  Harland Clarke Holdings Corp. is a diverse holding company that provides a wide range of$493,996, relating to professional liability, property, casualty and other insurance related products and services to multiple industries, including financial institutions.  The Company has engaged in transactions with a subsidiary of Harland Clarke Holdings Corp., namely Harland Clarke Corp., which provides payment solutions to financial institutions. The Company has been doing business with Harland Clarke Corp. for over 20 years and prior to Mr. Nichols' appointment.  In 2017, the Company made payments to Harland Clarke Corp. of approximately $148,332.services. The above-mentioned transactions were made in the ordinary course of business and made on terms and conditions comparable to contracts with other vendors not related to the Company.





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PROPOSAL 3: APPROVAL OF BANK OF HAWAI‘I CORPORATION 2024 STOCK AND INCENTIVE PLAN

We are requesting shareholders to approve the Bank of Hawai‘i Corporation 2024 Stock and Incentive Plan (the “2024 Plan”), the material terms of which are described below. The Board of Directors approved the 2024 Plan on February 23, 2024, subject to the shareholder approval solicited by this proxy statement. The purpose of the 2024 Plan is to assist us in attracting and retaining employees, directors, consultants and independent contractors of outstanding ability and to promote the alignment of their interests with those of our shareholders.

The 2024 Plan provides for the grant of stock-based awards and stock options, as well as cash-based performance awards. If approved by the Company’s shareholders, the 2024 Plan would become effective as of April 26, 2024 ("Effective Date") and would replace the Bank of Hawai‘i Corporation 2014 Stock and Incentive Compensation Plan (the “2014 Plan”), which expires on April 30, 2024. The remaining shares available for issuance under the 2014 Plan plus the number of shares covered by outstanding awards under the 2014 Plan that are forfeited or expire will carry over to the new 2024 Plan, and 625,000 new shares are being requested as part of this proposal.

The 2024 Plan serves as the successor to the 2014 Plan, and no further awards shall be made under the 2014 Plan on or after the 2024 Plan’s Effective Date. All awards outstanding under the 2014 Plan as of the 2024 Plan’s Effective Date shall remain outstanding under the 2014 Plan and shall continue to be governed solely by the terms of the documents evidencing such award, and no provision of the 2024 Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such awards.

As a NYSE listed company, we are required to seek the approval of our shareholders before implementing an equity compensation plan. Shareholder approval will also preserve our ability to grant incentive stock options and to deduct the expense of certain awards for federal income tax purposes. If our shareholders do not approve the 2024 Plan, it will not be implemented. In this event, we expect that our Board of Directors may consider substituting other forms of compensation to assure that our compensation packages for employees and directors are appropriate to recruit, retain, compensate and provide appropriate incentives for these individuals.

Description of the 2024 Plan

The 2024 Plan permits the grant of Options, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards, and Other Stock-Based Awards (each, an “Award”). The following summary of the material features of the 2024 Plan is entirely qualified by reference to the full text of the 2024 Plan, a copy of which is attached hereto as Appendix A. Unless otherwise specified, capitalized terms used in this summary have the meanings assigned to them in the 2024 Plan.

2024 Plan Change Highlights

•
Minimum Vesting Periods
The 2014 Plan was previously amended on February 24, 2017 to provide for a minimum vesting requirement of one-year of service for any Award. The 2024 Plan clarifies that the one-year minimum vesting requirement applies to any Award under the 2024 Plan, except that up to 5% of shares subject to the 2024 Plan will not be subject to this minimum vesting requirement.

•
Liberal Share Recycling
The 2024 Plan specifies that Company common stock repurchased by the Company with the proceeds paid to exercise stock options, and shares under Stock Appreciation Rights that were not issued upon settlement, will not be available for future awards.

•
Continued Inclusion of Repealed Deductibility Exception under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)
Due to the repeal of the deductibility exception for performance-based compensation under Section 162(m) of the Code, the 2014 Plan was previously amended as of January 1, 2018, to specify that references to Code Section 162(m) compliance are no longer applicable. However, because the underlying requirements of Code Section 162(m) are viewed as good governance, the underlying requirements of Code Section 162(m) themselves have been retained in the 2024 Plan.

2024 Plan Highlights

The 2024 Plan contains a number of provisions that we believe are consistent with best practices in equity compensation and which protect the shareholders’ interests, as described below.

•
No Evergreen Authorization

•
No Automatic Vesting upon a Change in Control
•
Prohibition on Repricings without Shareholder Approval

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•
No Discounted Options or Stock Appreciation Rights
•
No Tax Gross-Ups
•
Administered by an Independent Committee

Eligibility and Administration

All employees, non-employee directors, consultants and independent contractors of the Company and its Affiliates (“Eligible Persons”) are eligible to receive grants of Awards under the 2024 Plan.

The 2024 Plan is administered by the Human Resources & Compensation Committee ("HRC") of the Board of Directors (unless the Board of Directors appoints another committee or person(s) for such purpose), except with respect to Awards granted to non-employee directors. With respect to Awards granted to non-employee directors, the Board of Directors serves as the “committee,” unless the Board appoints another committee or person(s) for such purpose. The HRC has plenary authority and discretion to determine the Eligible Persons to whom Awards are granted and the terms of all Awards under the 2024 Plan. Subject to the provisions of the 2024 Plan, the HRC has authority to interpret the 2024 Plan and agreements under the 2024 Plan and to make all other determinations relating to the administration of the 2024 Plan.

Stock Subject to the 2024 Plan

The number of Shares initially reserved for issuance over the term of the 2024 Plan is 1,710,438 Shares, which is comprised of (a) the Share reserve available for issuance under the 2014 Plan as of February 29, 2024, and (b) the Share increase in the amount of 625,000 Shares, subject to approval at the 2024 Annual Shareholders’ Meeting. However, such Share reserve shall be decreased by the number of Shares covered by awards providing for the issuance of Shares that are granted under the 2014 Plan after February 29, 2024, and prior to the Effective Date. Such Share reserve shall also be increased by the number of Shares covered by awards providing for the issuance of Shares granted under the 2014 Plan that cease to be covered by such awards by reason of termination, expiration or forfeiture of the awards after February 29, 2024. If an option expires or terminates unexercised, if Shares of Restricted Stock are forfeited, or if Shares covered by an award are not issued or are forfeited, the unissued or forfeited Shares that had been subject to the award are available for the grant of additional Awards (except for Shares withheld to pay the exercise price of an option or withholding taxes) under the 2024 Plan. Further, no Shares repurchased by the Company with the proceeds collected in connection with the exercise of outstanding Options, or Shares under stock-settled Stock Appreciation Rights that were not issued upon the net settlement of such Stock Appreciation Rights, shall be available for the grant of Awards hereunder.

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Options

The 2024 Plan authorizes the grant of Nonqualified Stock Options and Incentive Stock Options. Incentive Stock Options are stock options that satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified Stock Options are stock options that do not satisfy the requirements of Section 422 of the Code. The HRC may in its discretion condition the grant or vesting of an Option upon the achievement of one or more Performance Goals (described below). The exercise of an Option permits the participant to purchase Shares of Common Stock from the Company at a specified exercise price per share. The terms of an Option grant may provide for the payment of cash in lieu of the issuance of Shares upon exercise of the option. Options granted under the 2024 Plan are exercisable upon such terms and conditions as the HRC shall determine. The exercise price per share and manner of payment for Shares purchased pursuant to Options are determined by the HRC, subject to the terms of the 2024 Plan. The per share exercise price of Options granted under the 2024 Plan may not be less than 100% of the fair market value per share on the date of grant. The 2024 Plan provides that the term during which Options may be exercised is determined by the HRC, except that no Option may be exercised more than ten years after its date of grant.

Restricted Stock Awards

The 2024 Plan authorizes the HRC to grant Restricted Stock Awards. Shares of Common Stock covered by a Restricted Stock Award are restricted against transfer and subject to forfeiture and such other terms and conditions as the HRC determines. Such terms and conditions may provide, in the discretion of the HRC, for the vesting of awards of Restricted Stock to be contingent upon the achievement of one or more Performance Goals as described below.

Restricted Stock Units

RSUs granted under the 2024 Plan are contingent awards of Common Stock or the cash equivalent thereof. Pursuant to such Awards, Shares of Common Stock are issued, or the cash value of the Shares is paid, subject to such terms and conditions as the HRC deems appropriate. Unlike in the case of Awards of Restricted Stock, Shares of Common Stock are not issued immediately upon the award of RSUs, but instead Shares of Common Stock are issued or the cash value of the Shares is paid upon the satisfaction of such terms and conditions as the HRC may specify, including the achievement of one or more Performance Goals.

Performance Awards

The 2024 Plan authorizes the grant of Performance Awards. Performance Awards provide for payments in cash, Shares of Common Stock or a combination thereof contingent upon the attainment of one or more Performance Goals established by the HRC. For purposes of the limit on the number of Shares of Common Stock with respect to which an employee may be granted Awards during any calendar year, a Performance Award is deemed to cover the number of Shares of Common Stock equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount that may be paid to any participant pursuant to all Performance Awards granted to such participant during a calendar year may not exceed $10,000,000.

Other Stock-Based Awards

The 2024 Plan authorizes the grant of Other Stock-Based Awards (including the issuance or offer for sale of unrestricted Shares of Common Stock) covering such number of Shares and having such terms and conditions as the HRC may determine, including terms that condition the payment or vesting of Other Stock-Based Awards upon the achievement of one or more Performance Goals.

Dividends and Dividend Equivalents

The terms of an Award (other than an Option) may, at the HRC’s discretion, provide a Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares or Units covered by the Award. The payments may be either made currently or credited to an account established for the Participant, and may be settled in cash or Shares, as determined by the HRC. Payment of dividends and dividend equivalents may be contingent upon the achievement of one or more Performance Goals.

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Performance Goals

As described above, the terms and conditions of an Award may provide for the grant, vesting or payment of Awards to be contingent upon the achievement of one or more specified Performance Goals established by the HRC. For this purpose, “Performance Goals” means performance goals that the HRC establishes, which may be based on satisfactory internal or external audits, achievement of balance sheet or income statement objectives, cash flow, customer satisfaction metrics, achievement of customer satisfaction goals, dividend payments, earnings (including before or after taxes, interest, depreciation, and amortization), earnings growth, earnings per share, economic value added, expenses (including sales, general and administrative expenses), capital and capital measures, efficiency ratio, improvement of financial ratings, internal rate of return, market share, geographic expansion, net asset value, net income, net operating gross margin, net operating profit after taxes, net sales growth, operating income, operating margin, comparisons to the performance of other companies, pro forma income, regulatory compliance, return measures (including return on assets, designated assets, capital, capital employed, equity, or shareholders' equity, and return versus the Company’s cost of capital), revenues, sales, stock price (including growth measures and total shareholder return), comparison to stock market indices, implementation or completion of one or more projects or transactions (including mergers, acquisitions, dispositions, and restructurings), working capital, or any other objective goals that the HRC establishes. Performance Goals may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Performance Goals may be particular to an Eligible Person or the department, branch, Affiliate, or division in which the Eligible Person works, or may be based on the performance of the Company, one or more Affiliates, or the Company and one or more Affiliates and may cover such period as the HRC may specify.

Adjustments to Reflect Certain Events and Transactions

If the outstanding Common Stock of the Company changes as a result of a stock dividend, stock split, reverse stock split, spin-off, split-off, recapitalization, reclassification, combination or exchange of shares, merger, consolidation or liquidation, or the like, the 2024 Plan provides for the HRC to substitute or adjust: (a) the number and class of securities subject to outstanding Awards, (b) the consideration to be received upon exercise or payment of an Award, (c) the exercise price of Options, (d) the aggregate number and class of securities for which Awards may be granted under the 2024 Plan, and/or (e) the maximum number of securities with respect to which an employee may be granted Awards during any calendar year. In the event of a merger or consolidation to which the Company is a party or other specified transactions, the 2024 Plan authorizes the HRC to make such changes and adjustments to outstanding awards as it deems equitable including causing any Award to become vested in whole or in part, be assumed by a successor or acquirer, or be cancelled in consideration of a cash payment equal to the fair value of the cancelled Award.

Withholding

The Company is generally required to withhold tax on the amount of income recognized by a participant with respect to an Award. Withholding requirements may be satisfied, as provided in the agreement evidencing the Award, by (a) tender of a cash payment to the Company, (b) withholding of Shares of Common Stock otherwise issuable, or (c) delivery to the Company by the participant of unencumbered Shares of Common Stock.

Termination and Amendment; Term of 2024 Plan

The Board of Directors may amend or terminate the 2024 Plan at any time. However, after the 2024 Plan has been approved by the shareholders of the Company, the Board of Directors may not amend or terminate the 2024 Plan without the approval of (a) the Company’s shareholders if shareholder approval of the amendment is required by applicable law, rules or regulations or the exchange or interdealer quotation system on which the common stock is listed or quoted, and (b) each affected participant if such amendment or termination would adversely affect such participant’s rights or obligations under any Awards granted prior to the date of the amendment or termination.

Unless sooner terminated by the Board of Directors, the 2024 Plan will terminate ten years after it becomes effective. Once the 2024 Plan is terminated, no further Awards may be granted or awarded under the 2024 Plan. Termination of the 2024 Plan will not affect the validity of any Awards outstanding on the date of termination.

New Plan Benefits

Awards under the 2024 Plan are discretionary and the HRC has not yet determined to whom Awards will be made and the terms and conditions of such awards. Therefore, the benefits and amounts that will be received by each of the named executive officers, the executive officers as a group and all other employees under the 2024 Plan are not presently determinable.

Summary of Certain Federal Income Tax Consequences

The following discussion briefly summarizes certain United States federal income tax aspects of Options, Restricted Stock, RSUs, and Performance Awards granted pursuant to the 2024 Plan. State, local and foreign tax consequences may differ.

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Incentive Stock Options. A participant who is granted an Incentive Stock Option will not recognize income on the grant or exercise of the Option. However, the difference between the exercise price and the fair market value of the stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant does not exercise an Incentive Stock Option within certain specified periods after termination of employment, the participant will recognize ordinary income on the exercise of the Incentive Stock Option in the same manner as on the exercise of a Nonstatutory Stock Option, as described below.

Nonstatutory Stock Options, RSUs, Performance Awards and Other Stock-Based Awards. A participant generally is not required to recognize income on the grant date of a Nonstatutory Stock Option, RSU, Performance Award or Other Stock-Based Award. Instead, ordinary income generally is required to be recognized on the date the Nonstatutory Stock Option is exercised, or in the case of an RSU, Performance Award, or Other Stock Based Award on the date of payment of such Award in cash and/or shares of common stock. In general, the amount of ordinary income required to be recognized is: (a) in the case of a Nonstatutory Stock Option, an amount equal to the excess, if any, of the fair market value of the Shares of Common Stock on the date of exercise over the exercise price; and (b) in the case of an RSU, Performance Award, or Other Stock-Based Award, the amount of cash and/or the fair market value of any shares of common stock received.

Restricted Stock. A participant who is granted Restricted Stock under the 2024 Plan is not required to recognize income with respect to the shares until the shares vest, unless the participant makes a special tax election to recognize income upon award of the shares. In either case, the amount of income the participant recognizes equals the fair market value of the Shares of Common Stock at the time income is recognized.

Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of Shares of Common Stock granted or awarded under the 2024 Plan will be treated as capital gain or loss, provided that the Shares are held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of Shares of Common Stock acquired upon exercise of an Incentive Stock Option (a “disqualifying disposition”), a participant generally will be required to recognize ordinary income upon such disposition.

Deductibility by Company. The Company generally is not allowed a deduction in connection with the grant or exercise of an Incentive Stock Option. However, if a participant is required to recognize ordinary income as a result of a disqualifying disposition, the Company generally will be entitled to a deduction equal to the amount of ordinary income so recognized. In general, in the case of a Nonstatutory Stock Option (including an Incentive Stock Option that is treated as a Nonstatutory Stock Option, as described above), a Performance Award, a Restricted Stock Award, an RSU, or an Other Stock-Based Award, the Company will be allowed a deduction in an amount equal to the amount of ordinary income recognized by the participant.

Parachute Payments. Where payments to certain persons that are contingent on a change in control exceed limits specified in the Code, the person generally is liable for a 20% excise tax on, and the corporation or other entity making the payment generally is not entitled to any deduction for, a specified portion of such payments. Under the 2024 Plan, the HRC has plenary authority and discretion to determine the vesting schedule of Awards. Any Award under which vesting is accelerated by a change in control of the Company would be relevant in determining whether the excise tax and deduction disallowance rules would be triggered.

Tax Rules Affecting Nonqualified Deferred Compensation Plans. Section 409A of the Code imposes tax rules that apply to “nonqualified deferred compensation plans.” Failure to comply with, or to qualify for an exemption from, the new rules with respect to an Award could result in significant adverse tax results to the Award recipient, including immediate taxation upon vesting, and an additional income tax of 20% of the amount of income so recognized. The 2024 Plan is intended to allow the granting of Awards that comply with, or qualify for an exemption from, Section 409A of the Code.

Vote Required and Board of Directors Recommendation

The affirmative vote of a majority of the votes cast by the shareholders present in person or represented by proxy is required for approval of the adoption of the 2024 Plan. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not be counted as votes cast. Accordingly, beneficial owners of shares should instruct their brokers or nominees how to vote with respect to this proposal.

The Board of Directors recommends a vote “FOR” the approval of the 2024 Plan.

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PROPOSAL 3:4: RATIFICATION OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 20182024 FISCAL YEAR

The Audit & Risk Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.the 2024 fiscal year. The Board recommends that the shareholders ratify this appointment. Ernst & Young LLP has been the Company’s independent registered public accounting firm since its incorporation in 1971. We expect representatives of Ernst & Young LLP to attend the annual meeting. Ernst & Young LLP has indicated that they will have no statement to make but will be available to respond to questions. If this Proposal does not pass, the appointment of the independent registered public accounting firm will be reconsidered by the Audit & Risk Committee.

The Board of Directors recommends a vote “FOR” the foregoing proposal.



ERNST & YOUNG LLP FEES


Ernst & Young LLP’s fees for professional services rendered for 20172023 and 20162022 were as follows:

Service 2017
 2016
Audit Fees$1,482,331
 $1,371,612
Audit-Related Fees235,250
 215,613
Tax Fees20,400
 109,903
Total$1,737,981
 $1,697,128

Service

 

2023

 

 

2022

 

Audit Fees

 

$

2,195,000

 

 

$

1,782,000

 

Audit-Related Fees

 

 

311,000

 

 

 

297,500

 

Tax Fees

 

 

191,694

 

 

 

223,417

 

All Other Fees

 

 

—

 

 

 

—

 

Total

 

$

2,697,694

 

 

$

2,302,917

 

Audit Fees

The audit fees represent audit fees and administrative expenses for professional services rendered for the audit of the Company’s annual consolidated financial statements, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, and the audit of our internal control over financial reporting. Audit fees also represent fees for professional services rendered for statutory and subsidiary audits.

audits, attestation services required by statute or regulation, and accounting and financial reporting consultations and research work necessary to comply with U.S. generally accepted accounting principles. Audit fees also include professional services related to consents and assistance with review of documents filed with the SEC.

Audit-Related Fees

The audit-related fees represent fees for employee benefit plan audits, services with respect to Statement on Standards for Attestation Engagements No. 18 related to the Company’s trust operations and mortgage compliance, and other attestation reports.

Tax Fees

The tax fees represent fees for tax advisory and compliance services.

All Other Fees

The all other fees represent fees for non-tax related advisory and consulting services.



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AUDIT & RISK COMMITTEE REPORT

As members of the Audit & Risk Committee, we review the Company’s financial reporting process on behalf of the Board of Directors. The Audit & Risk Committee Charter, which outlines the committee'sCommittee’s responsibilities, is available on the Company'sCompany’s website at www.boh.com. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls and disclosure controls. In this context, we have met and held discussions with management and the independent registered public accounting firm. Management represented to us that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and we have reviewed and discussed the audited financial statements and related disclosures with management and the independent registered public accounting firm, including a review of the significant management judgments underlying the financial statements and disclosures.

The independent registered public accounting firm reports to us. We have sole authority to appoint and to terminate the engagement of the independent registered public accounting firm. As a matter of best practice, we submit the appointment of the independent registered public accounting firm to shareholders for ratification.

We have discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board'sBoard’s (“PCAOB”) Accounting Standard No. 1301, "Communications“Communications with Audit Committees,"” including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addition, we have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm its independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, we determined, among other things, that the audit and non-audit services provided by Ernst & Young LLP were compatible with its independence. Consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit & Risk Committee has adopted policies to avoid compromising the independence of the independent registered public accounting firm, such as prior committee approval of audit, non-audit, tax, and all other services, and required audit partner rotation.

We discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits, including internal control testing under Section 404 of the Sarbanes-Oxley Act of 2002. We met with our internal auditors and independent registered public accounting firm, with and without management present, and in private sessions with members of senior management to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. We also periodically met in executive session.

In reliance on the reviews and discussions referred to above, as members of the Audit & Risk Committee, we recommended to the Board of Directors (and the Board of Directors subsequently approved the recommendation) that the audited consolidated financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2017,2023, for filing with the Securities and Exchange Commission. We have also appointed the Company’s independent registered public accounting firm subject to shareholder ratification, for 2018.

the 2024 fiscal year.

As submitted by the members of the Audit & Risk Committee,

Mark A. Burak, Chairman

Robert Huret,Chair

John C. Erickson, Vice Chairman

Mary G. F. Bitterman
Clinton R. Churchill
Chair

Kent T. Lucien

Alicia E. Moy

Victor K. Nichols

Barbara J. Tanabe

Raymond P. Vara, Jr.




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77


AUDIT & RISK COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

On an annual basis, the Audit & Risk Committee pre-approves all auditing and permitted non-audit services to be provided by Ernst & Young LLP, except that the Audit & Risk Committee need not pre-approve any permitted non-audit services that meet the requirements of any de minimis exception established by SEC rules. The pre-approved list of services consists of audit services, audit-related services, and tax services. The Audit & Risk Committee or its designee, the Committee Chairman,Chair, must specifically approve any type of service that is not included on the pre-approved list of services, provided that any such pre-approval by the Committee ChairmanChair is presented to the full Audit & Risk Committee at its next meeting. Any proposed service that is included on the list of pre-approved services but will cause the pre-approved fee level to be exceeded also requires specific pre-approval by the Audit & Risk Committee or its designee, the Committee Chairman,Chair, provided that any such pre-approval by the Committee ChairmanChair is presented to the full Audit & Risk Committee at its next meeting.

All of the services provided by, and fees paid to, Ernst & Young LLP in 20172023 were pre-approved by the Audit & Risk Committee, and there were no services for which the de minimis exception permitted in certain circumstances under SEC rules was utilized.


OTHER BUSINESS

The Board of Directors knows of no other business for consideration at the annual meeting. However, if other matters properly come before the meeting or any adjournment, the person or persons voting your shares pursuant to instructions by proxy card, telephone, or the Internet will vote as they deem in the best interests of Bank of HawaiiHawai‘i Corporation.

A copy of the Company’s Annual Report on Form 10-K, including the related consolidated financial statements and schedules filed with the SEC, is available without charge to any shareholder who requests a copy in writing. Any exhibit to Form 10-K is also available upon written request at a reasonable charge for copying and mailing. Written requests should be made to the Corporate Secretary at 130 Merchant Street, Honolulu, HawaiiHawai‘i 96813.




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APPENDIX A

BANK OF HAWAI‘I CORPORATION
2024 STOCK AND INCENTIVE PLAN

The Plan serves as the successor to the 2014 Plan, and no further awards shall be made under the 2014 Plan on or after the Plan’s Effective Date. All awards outstanding under the 2014 Plan as of the Plan’s Effective Date shall remain outstanding under the 2014 Plan and shall continue to be governed solely by the terms of the documents evidencing such award, and no provision of the Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such awards.

1.
Definitions. In the Plan, except where the context otherwise indicates, the following definitions shall apply:

1.1.
“Affiliate” means a corporation, partnership, business trust, limited liability company, or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is owned by the Company, either directly or indirectly, and any other entity designated by the Committee in which the Company has a significant interest.
a2018proxynotice1.jpg1.2.
“Agreement” means an agreement or other document (including a plan or sub-plan) evidencing or establishing the terms of an Award (or Awards). An Agreement may be in written or such other form as the Committee may specify in its discretion, and the Committee may, but need not, require a Participant to sign an Agreement.

1.3.
“Award” means a grant of an Option, Restricted Stock, a Restricted Stock Unit, a Performance Award, or an Other Stock-Based Award.

1.4.
“Board” means the Board of Directors of the Company.
1.5.

“Code” means the Internal Revenue Code of 1986, as amended.
661.6.
“Committee” means the Human Resources and Compensation Committee of the Board or such other committee(s), subcommittee(s) or person(s) the Board or an authorized committee of the Board appoints to administer the Plan or to make and/or administer specific Awards hereunder. If no such appointment is in effect at any time, “Committee” shall mean the Board. Notwithstanding the foregoing, “Committee” means the Board for purposes of granting Awards to members of the Board who are not Employees, and administering the Plan with respect to those Awards, unless the Board determines otherwise.
1.7.
“Common Stock” means the Company’s common stock, par value $0.01 per share.
1.8.
“Company” means Bank of Hawai‘i Corporation, a Delaware corporation, and any successor thereto.
1.9.
“Date of Exercise” means the date on which the Company receives notice of the exercise of an Option in accordance with Section 7.
1.10.
“Date of Grant” means the date on which an Award is granted under the Plan.
1.11.
“Effective Date” means the date that the Plan is approved by the stockholders of the Company.
1.12.
“Eligible Person” means any person who is (a) an Employee, (b) a member of the Board or the board of directors of an Affiliate, or (c) a consultant or independent contractor to the Company or an Affiliate.
1.13.
“Employee” means any person who the Committee determines to be an employee of the Company or an Affiliate.
1.14.
“Exercise Price” means the price per Share at which an Option may be exercised.
1.15.
“Fair Market Value” means, as of any date on which the Shares are listed or quoted on a securities exchange or quotation system, and except as otherwise determined by the Committee, the closing sale price of a Share as reported on such securities exchange or quotation system as of the relevant date, and if the Shares are not listed or quoted on a securities exchange or quotation system, then an amount equal to the then fair market value of a Share as determined by the Committee pursuant to a reasonable method adopted in good faith for such purpose;provided, however, that in the case of the grant of an Option that is intended to not provide for a deferral of compensation within the meaning of Section 409A of the Code, Fair Market Value shall be determined pursuant to a method permitted by Section 409A of the Code for determining the fair market value of stock subject to a nonqualified stock option that does not provide for a deferral of compensation within the meaning of Section 409A of the Code.
1.16.
“Incentive Stock Option” means an Option that the Committee designates as an incentive stock option under Section 422 of the Code.
1.17.
“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.
1.18.
“Option” means an option to purchase Shares granted pursuant to Section 6.
1.19.
“Option Period” means the period during which an Option may be exercised.
1.20.
“Other Stock-Based Award” means an Award granted pursuant to Section 11.

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1.21.
“Participant” means an Eligible Person who has been granted an Award.

1.22.
“Performance Award” means a performance award granted pursuant to Section 10.
a2018proxynotice2.jpg1.23.
“Performance Goals” means performance goals that the Committee establishes, which may be based on satisfactory internal or external audits, achievement of balance sheet or income statement objectives, cash flow, customer satisfaction metrics, achievement of customer satisfaction goals, dividend payments, earnings (including before or after taxes, interest, depreciation, and amortization), earnings growth, earnings per share, economic value added, expenses (including sales, general and administrative expenses), capital and capital measures, efficiency ratio, improvement of financial ratings, internal rate of return, market share, geographic expansion, net asset value, net income, net operating gross margin, net operating profit after taxes, net sales growth, operating income, operating margin, comparisons to the performance of other companies, pro forma income, regulatory compliance, return measures (including return on assets, designated assets, capital, capital employed, equity, or stockholder equity, and return versus the Company’s cost of capital), revenues, sales, stock price (including growth measures and total stockholder return), comparison to stock market indices, implementation or completion of one or more projects or transactions (including mergers, acquisitions, dispositions, and restructurings), working capital, or any other objective goals that the Committee establishes. Performance Goals may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Performance Goals may be particular to an Eligible Person or the department, branch, Affiliate, or division in which the Eligible Person works, or may be based on the performance of the Company, one or more Affiliates, or the Company and one or more Affiliates and may cover such period as the Committee may specify.

1.24.
“Plan” means this Bank of Hawai‘i Corporation 2024 Stock and Incentive Plan, as amended from time to time.

1.25.
“Restricted Stock” means Shares granted pursuant to Section 8.
1.26.

“Restricted Stock Units” means an Award providing for the contingent grant of Shares (or the cash equivalent thereof) pursuant to Section 9.
671.27.
“Section 422 Employee” means an Employee who is employed by the Company or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Company, including a “parent corporation” or “subsidiary corporation” that becomes such after adoption of the Plan.
1.28.
“Share” means a share of Common Stock.
1.29.
“Ten-Percent Stockholder” means a Section 422 Employee who (applying the rules of Section 424(d) of the Code) owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a “parent corporation” or “subsidiary corporation” (each as defined in Sections 424(e) and (f) of the Code) with respect to the Company.
1.30.
“2014 Plan” means the Bank of Hawai‘i Corporation 2014 Stock and Incentive Plan.

Unless the context expressly requires the contrary, references in the Plan to (a) the term “Section” refers to the sections of the Plan, and (b) the word “including” means “including (without limitation)”.

2.
Purpose. The Plan is intended to assist the Company and its Affiliates in attracting and retaining Eligible Persons of outstanding ability and to promote the alignment of their interests with those of the stockholders of the Company.
3.
Administration. The Committee shall administer the Plan and shall have plenary authority, in its discretion, to grant Awards to Eligible Persons and to establish sub-plans, subject to the provisions of the Plan. The Committee shall have plenary authority and discretion, subject to the provisions of the Plan, to determine the Eligible Persons to whom it grants Awards, the terms (which terms need not be identical) of all Awards, including without limitation, the Exercise Price of Options, the time or times at which Awards are granted, the number of Shares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonqualified Stock Option, any exceptions to nontransferability, any Performance Goals applicable to Awards, any provisions relating to vesting, and the periods during which Options may be exercised and Restricted Stock shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered or to be rendered by Award recipients, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall have plenary authority and discretion to interpret the Plan and Agreements, prescribe, amend and rescind rules and regulations relating to them, and make all other determinations deemed necessary or advisable for the administration of the Plan and Awards granted hereunder. The determinations of the Committee on the matters referred to in this Section 3 shall be binding and final. The Committee may delegate its authority under this Section 3 and the terms of the Plan (including to the Company’s Chief Executive Officer) to such extent it deems desirable and is consistent with the requirements of applicable law.

Notwithstanding the foregoing, all Awards granted under the Plan are subject to a minimum vesting requirement of one year, and no portion of any Award shall vest earlier than the first anniversary of the Date of Grant of such Award, provided however that, up to 5% of Shares subject to the Plan, as set forth in Section 5, shall not be subject to this minimum vesting requirement. This minimum vesting requirement shall also not be construed to prevent the earlier vesting of an Award upon the occurrence of a non-voluntary vesting event specified in the Agreement establishing such Award (including death, disability, occurrence of a change in control, and involuntary termination of service without cause).

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4.
Eligibility. Awards may be granted only to Eligible Persons, provided that Incentive Stock Options may be granted only to Eligible Persons who are Section 422 Employees.

5.
Stock Subject to Plan
a2018proxyadmissioncard1.jpg5.1.
Subject to adjustment as provided in Section 13, the number of Shares initially reserved for issuance over the term of the Plan shall be equal to 1,710,438 Shares, which is comprised of (a) the Share reserve available for issuance under the 2014 Plan as of February 29, 2024, and (b) the Share increase in the amount of 625,000 Shares, subject to approval at the 2024 Annual Shareholders Meeting. However, such Share reserve shall be decreased by the number of Shares covered by awards providing for the issuance of Shares that are granted under the 2014 Plan after February 29, 2024, and prior to the Effective Date. Such Share reserve shall also be increased by the number of Shares covered by awards providing for the issuance of Shares granted under the 2014 Plan that cease to be covered by such awards by reason of termination, expiration or forfeiture of the awards after February 29, 2024. Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been, or may be, reacquired by the Company in the open market, in private transactions, or otherwise.

5.2.
If an Option expires or terminates for any reason without having been fully exercised, if shares of Restricted Stock are forfeited, or if Shares covered by an Award are not issued or are forfeited, the unissued or forfeited Shares that had been subject to the Award shall be available for the grant of additional Awards; provided, however, that in the case of Shares that are withheld (or delivered) to pay the Exercise Price of an Option or withholding taxes pursuant to Sections 7.2, 7.3, or 17, no such withheld (or delivered) Shares shall be available for the grant of Awards hereunder. Further, no Shares repurchased by the Company with the proceeds collected in connection with the exercise of outstanding Options, or Shares under stock-settled Stock Appreciation Rights that were not issued upon the net settlement of such Stock Appreciation Rights, shall be available for the grant of Awards hereunder.
5.3.

Subject to adjustment as provided in Section 13, the maximum number of Shares with respect to which an Employee may be granted Awards under the Plan (whether settled in Shares or the cash equivalent thereof) during any calendar year is 500,000.
686.
Options
6.1.
Options granted under the Plan shall be either Incentive Stock Options or Nonqualified Stock Options, as designated by the Committee. Each Option granted under the Plan shall be a Nonqualified Stock Option unless expressly identified as an Incentive Stock Option, and each Option shall be evidenced by an Agreement that specifies the terms and conditions of the Option. Options shall be subject to the terms and conditions set forth in this Section 6 and such other terms and conditions not inconsistent with the Plan as the Committee may specify. Such terms and conditions may provide that an Option may be exercised only as described in Section 7.3 and provide for the payment of cash in lieu of the issuance of all or a portion of the Shares issuable upon exercise (with Shares paid in cash being valued at Fair Market Value). The Committee may, in its discretion, condition the grant or vesting of an Option upon the achievement of one or more specified Performance Goals.
6.2.
The Exercise Price of an Option granted under the Plan shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to an Employee who, on the Date of Grant is a Ten-Percent Shareholder, the Exercise Price shall not be less than 110% of the Fair Market Value of a Share on the Date of Grant.
6.3.
The Committee shall determine the Option Period for an Option, which shall be specifically set forth in the Agreement, provided that an Option shall not be exercisable after ten years (five years in the case of an Incentive Stock Option granted to an Employee who on the Date of Grant is a Ten-Percent Stockholder) from its Date of Grant.
7.
Exercise of Options
7.1.
Subject to the terms of the applicable Agreement, an Option may be exercised, in whole or in part, by delivering to the Company a notice of the exercise, in such form as the Committee may prescribe, accompanied by (a) full payment for the Shares with respect to which the Option is exercised or (b) to the extent provided in the applicable Agreement, irrevocable instructions to a broker to deliver promptly to the Company cash equal to the exercise price of the Option.
7.2.
To the extent provided in the applicable Agreement or otherwise authorized by the Committee, payment of the Exercise Price may be made by delivery (including constructive delivery) of Shares (provided that such Shares, if acquired pursuant to an Option or other Award granted hereunder or under any other compensation plan maintained by the Company or any Affiliate, have been held by the Participant for such period, if any, as the Committee may specify) valued at Fair Market Value on the Date of Exercise.
7.3.
To the extent provided in the applicable Agreement, an Option may be exercised by directing the Company to withhold from the Shares to be issued upon exercise of the Option (or portion thereof) being exercised a number of Shares having a Fair Market Value not in excess of the aggregate Exercise Price of the Option (or portion thereof being exercised), with payment of the balance of the exercise price, if any, being made pursuant to Section 7.1 and/or Section 7.2.

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8.
Restricted Stock Awards. Each grant of Restricted Stock under the Plan shall be subject to an Agreement specifying the terms and conditions of the Award. Restricted Stock granted under the Plan shall consist of Shares that are restricted as to transfer, subject to forfeiture, and subject to such other terms and conditions as the Committee may specify. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of such transfer restrictions or forfeiture provisions to be contingent upon the achievement of one or more specified Performance Goals.

9.
Restricted Stock Unit Awards. Each grant of Restricted Stock Units under the Plan shall be evidenced by an Agreement that (a) provides for the issuance of Shares (or the cash equivalent thereof) to a Participant at such time(s) as the Committee may specify and (b) contains such other terms and conditions as the Committee may specify, including terms that condition the issuance, vesting, or payment of Restricted Stock Unit Awards upon the achievement of one or more specified Performance Goals.
a2018proxyadmissioncard2.jpg10.
Performance Awards. Each Performance Award granted under the Plan shall be evidenced by an Agreement that (a) provides for the payment of cash or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals over such period as the Committee may specify, and (b) contains such other terms and conditions as the Committee may specify. If the terms of a Performance Award provide for payment in the form of Shares, for purposes of Section 5.3, the Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a calendar year shall not exceed $10,000,000.

11.
Other Stock-Based Awards. The Committee may in its discretion grant stock-based awards of a type other than those otherwise provided for in the Plan, including the issuance or offer for sale of unrestricted Shares (“Other Stock-Based Awards”). Other Stock-Based Awards shall cover such number of Shares and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting of the Other Stock-Based Award upon the achievement of one or more Performance Goals.

12.
Dividends and Dividend Equivalents. The terms of an Award may provide a Participant with the right, subject to such terms and conditions as the Committee may specify, to receive dividend payments or dividend equivalent payments with respect to Shares covered by such Award, which payments (a) may be either made currently or credited to an account established for the Participant, (b) may be made contingent upon the achievement of one or more Performance Goals, and (c) may be settled in cash or Shares, as determined by the Committee.
13.

Capital Events and Adjustments
6913.1.
In the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split, reverse stock split, spin-off, split-off, recapitalization, reclassification, combination or exchange of shares, merger, consolidation, liquidation or the like, the Committee shall provide for a substitution for or adjustment in: (a) the number and class of securities subject to outstanding Awards or the type of consideration to be received upon the exercise or vesting of outstanding Awards, (b) the Exercise Price of Options, (c) the aggregate number and class of Shares for which Awards thereafter may be granted under the Plan, and (d) the maximum number of Shares with respect to which an Employee may be granted Awards during any calendar year.
13.2.
Any provision of the Plan or any Agreement to the contrary notwithstanding, in the event of a merger or consolidation to which the Company is a party or any sale, disposition or exchange of at least 50% of the Company’s Common Stock or all or substantially all of the Company’s assets for cash, securities or other property, or any other similar transaction or event (each, a “Transaction”), the Committee shall take such actions, and make such changes and adjustments to outstanding Awards as it deems equitable, and may in its discretion, cause any Award granted hereunder to (a) vest in whole or in part, (b) be assumed or continued by any successor or acquirer, and/or (c) be canceled (in whole or in part) in consideration of a payment (or payments), in such form as the Committee may specify, equal to the fair value of the canceled Award (or portion thereof), as determined by the Committee in its discretion. The fair value of an Option shall be deemed to be equal to the product of (a) the number of Shares the Option covers (and has not previously been exercised) and (b) the excess, if any, of the Fair Market Value of a Share as of the date of cancellation over the Exercise Price of the Option. For sake of clarity and notwithstanding anything to the contrary herein, (a) the fair value of an Option would be zero if the Fair Market Value of a Share is equal to or less than the Exercise Price and (b) payments in cancellation of an Award in connection with a Transaction may be delayed to the same extent that payment of consideration to holders of Shares in connection with the Transaction is delayed as a result of escrows, earn-outs, holdbacks, or any other contingencies.
13.3.
The Committee need not take the same action under this Section 13 with respect to all Awards or with respect to all Participants and may, in its discretion, take different actions with respect to vested and unvested portions of an Award. No fractional shares or securities shall be issued pursuant to any adjustment made pursuant to this Section 13, and any fractional shares or securities resulting from any such adjustment shall be eliminated by rounding downward to the next whole share or security, either with or without payment in respect thereof, as determined by the Committee. All determinations required to be made under this Section 13 shall be made by the Committee in its discretion and shall be final and binding.

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14.
Termination or Amendment. The Board may amend or terminate the Plan in any respect at any time; provided, however, that after the stockholders of the Company have approved the Plan, the Board shall not amend or terminate the Plan without approval of (a) the Company’s stockholders to the extent applicable law or regulations or the requirements of the principal exchange or interdealer quotation system on which the Common Stock is listed or quoted, if any, requires stockholder approval of the amendment or termination, and (b) each affected Participant if the amendment or termination would adversely affect the Participant’s rights or obligations under any Award granted prior to the date of the amendment or termination.
15.
Modification, Substitution of Awards
15.1.
Subject to the terms and conditions of the Plan, the Committee may modify the terms of any outstanding Awards; provided, however, that (a) no modification of an Award shall, without the consent of the Participant, alter or impair any of the Participant’s rights or obligations under such Award, and (b) except as approved by the Company’s stockholders and subject to Section 13, in no event may an Option be (i) modified to reduce the Exercise Price of the Option or (ii) cancelled or surrendered in consideration for cash, other Awards, or the grant of a new Option with a lower Exercise Price.
15.2.
Anything contained herein to the contrary notwithstanding, Awards may, in the discretion of the Committee, be granted under the Plan in substitution for stock options and other awards covering capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the Company or an Affiliate. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such extent as the Committee may deem appropriate in order to conform, in whole or part, to the provisions of the awards in substitution for which they are granted. Such substitute Awards shall not be counted toward the Share limit imposed by Section 5.3.
16.
Stockholder Approval. The Plan, and any amendments hereto requiring stockholder approval pursuant to Section 14 are subject to approval by vote of the stockholders of the Company at the next annual or special meeting of stockholders following adoption by the Board. If the adoption of the Plan is not so approved by the Company’s stockholders, any Awards granted under the Plan shall be cancelled and void ab initio immediately following such next annual or special meeting of stockholders.
17.
Withholding. The Company’s obligation to issue or deliver Shares or pay any amount pursuant to the terms of any Award granted hereunder shall be subject to satisfaction of applicable federal, state, local, and foreign tax withholding requirements. To the extent authorized by the Committee, and in accordance with such rules as the Committee may prescribe, a Participant may satisfy any withholding tax requirements by one or any combination of the following means: (a) tendering a cash payment, (b) authorizing the Company to withhold Shares otherwise issuable to the Participant, or (c) delivering to the Company already-owned and unencumbered Shares.
18.
Term of Plan. Unless sooner terminated by the Board pursuant to Section 14, the Plan shall terminate on the date that is ten years after the Effective Date, and no Awards may be granted or awarded after such date; provided, however, that no Incentive Stock Options may be granted after the ten year anniversary of the date of adoption of the Plan by the Board. The termination of the Plan shall not affect the validity of any Award outstanding on the date of termination.
19.
Indemnification of Committee. In addition to such other rights of indemnification as they may have as members of the Board or Committee, the Company shall indemnify members of the Committee against all reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company.
20.
General Provisions
20.1.
The establishment of the Plan shall not confer upon any Eligible Person any legal or equitable right against the Company, any Affiliate or the Committee, except as expressly provided in the Plan. Participation in the Plan shall not give an Eligible Person any right to be retained in the service of the Company or any Affiliate.
20.2.
Neither the adoption of the Plan nor its submission to the Company’s stockholders shall be taken to impose any limitations on the powers of the Company or its Affiliates to issue, grant or assume options, warrants, rights, restricted stock or other awards otherwise than under the Plan, or to adopt other stock option, restricted stock, or other plans, or to impose any requirement of stockholder approval upon the same.
20.3.
The interests of any Eligible Person under the Plan and/or any Award granted hereunder are not subject to the claims of creditors and may not, in any way, be transferred, assigned, alienated or encumbered except to the extent provided in an Agreement.
20.4.
The Plan shall be governed, construed and administered in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles.
20.5.
Notwithstanding any other provision of the Plan or any Agreement to the contrary, Awards and any Shares issued or payments made under Awards shall be subject to any compensation clawback or recoupment policy (or policies) that the Company may have in effect from time to time, subject to such terms and conditions of such policy (or policies).

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20.6.
The Committee may require each person acquiring Shares pursuant to Awards granted hereunder to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares issued pursuant to the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or interdealer quotation system upon which the Common Stock is then quoted, and any applicable federal or state securities laws. The Committee may place a legend or legends on any such certificates to make appropriate reference to such restrictions.
20.7.
The Company shall not be required to issue any certificate or certificates for Shares with respect to Awards granted under the Plan, or record any person as a holder of record of Shares, without obtaining, to the complete satisfaction of the Committee, the approval of all regulatory bodies the Committee deems necessary, and without complying to the Board’s or Committee’s complete satisfaction, with all rules and regulations under federal, state or local law the Committee deems applicable.
20.8.
To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or automated dealer quotation system on which the Shares are traded. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of any fractional Shares or whether any fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
20.9.
Awards granted under this Plan are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted in accordance with such requirements. Notwithstanding anything to the contrary herein, if the issuance of shares or payment of cash under an Agreement constitutes the payment to a Participant of nonqualified deferred compensation for purposes of Section 409A of the Code and the Participant is a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), then such issuance of Shares or payment of cash shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (a) the date specified in the Agreement or (b) the date that is six (6) months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death). In no event shall the Company or any of its Affiliates have any liability to any Participant with respect to any Award failing to qualify for any specific tax treatment (such as an Option designated as an incentive stock option failing to qualify for treatment as an incentive stock option under Section 422 of the Code) or for any taxes or penalties incurred by a Participant under Section 409A of the Code with respect to any Award.

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