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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR OUR ANNUAL MEETING TO BE HELD ON APRIL 20, 2022*

		~~Page~~
	Our Proxy Statement, our 2021 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available on our website at http://proxy.fhb.com. Except as stated otherwise, information on our website is not considered part of this Proxy Statement.

~~About~~

By March 11, 2022, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement, our 2021 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 16, 2022. For more information, see “Frequently Asked Questions about the Annual Meeting and Voting

.”

TABLE OF CONTENTS

		2		PROXY STATEMENT
~~Proposal No. 1—Election of Directors~~	1		7	PROXY STATEMENT SUMMARY
~~Directors and Executive Officers~~	13		9	CORPORATE GOVERNANCE AND BOARD MATTERS
	13			PROPOSAL 1—ELECTION OF DIRECTORS
	14			DIRECTOR NOMINEES
	22			BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
	22			Meetings
	22			Director Independence
	23			Board Leadership Structure and Qualifications
	25			Committees of Our Board of Directors ~~Committees and Governance~~	14
	28 ~~Security Ownership of Certain Beneficial Owners, Directors~~			Compensation Committee Interlocks and ~~Management~~ Insider Participation	22
~~Compensation Discussion and Analysis~~	30		24	Board Oversight of Risk Management
~~Executive Compensation~~	32		44	Corporate Governance Guidelines and Code of Conduct and Ethics
~~Director Compensation~~	32		55	Stockholder Communications with the Board of Directors
~~Our Relationship with BNPP and Certain Other Related Party Transactions~~	33		57	2021 Director Compensation
	34 ~~Section 16(a) Beneficial~~			Stock Ownership ~~Reporting Compliance~~	67Guidelines for Non-Employee Directors
~~Audit Committee Report~~	35		68	EXECUTIVE COMPENSATION
~~Principal Accountant Fees~~	35		69
~~Proposal No.~~PROPOSAL 2—~~Ratification of Independent Registered Public Accounting Firm~~			70
~~Proposal No. 3—~~Advisory Vote on the Compensation of Our Named Executive Officers			71
~~Other Business~~	37			71COMPENSATION DISCUSSION AND ANALYSIS
~~Stockholder Proposals for the 2020 Annual Meeting~~	37		72	Named Executive Officers
~~Distribution of Certain Documents~~	37		73	2021 Business Performance
~~Appendix A—Non-GAAP Reconciliation~~	38		~~A-1~~	Capital Highlights
	38			Navigating the COVID-19 Pandemic
	39			2021 Compensation Summary
	39			2022 CEO Compensation
	40			Our Compensation Philosophy
	42			2021 Compensation Framework
	42			Compensation Governance Practices
	43			Compensation Governance Process
	44			Benchmarking Compensation
	45			2021 CEO Compensation
	46			2021 Stockholder Outreach
	48			Key Components of Compensation
	55			Employment Agreements and Offer Letters

	56			Other Benefits and Retirement Plans
	58			Compensation Risk Management and Governance Policies
	59			Deductibility of Executive Compensation
	59			Assessing Risk in Our Compensation Programs
	60			Change in CEO Pension Value in the Summary Compensation Table
	60			Compensation Committee Report
	61			Executive Compensation Tables
	61			Summary Compensation Table
	63			2021 Grants of Plan-Based Awards
	64			Outstanding Equity Awards at 2021 Fiscal Year End
	65			2021 Stock Vested
	65			2021 Pension Benefits
	66			2021 Nonqualified Deferred Compensation
	69			Potential Payments upon Termination or Change in Control
	70			Pay Ratio Disclosure
	71			AUDIT MATTERS
	71			PROPOSAL 3―RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	72			AUDIT COMMITTEE REPORT
	73			PRINCIPAL ACCOUNTANT FEES
	73			PREAPPROVAL POLICIES AND PROCEDURES
	74			BIOGRAPHIES OF EXECUTIVE OFFICERS
	77			STOCK OWNERSHIP
	77			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
	79			Delinquent Section 16(a) Reports
	79			Business Relationships and Related Party Transactions Policy
	80			FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
	85			OTHER BUSINESS
	85			STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING
	86			DISTRIBUTION OF CERTAIN DOCUMENTS
	A-1			ANNEX A—NON-GAAP RECONCILIATION

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Forward-Looking Statements

This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates and projections about our industry, ~~management's~~management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are

not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect the ~~Company's~~Company’s future results and financial condition, see ~~"Risk Factors"~~“Risk Factors” in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~

2021.

~~Table of Contents~~TABLE OF CONTENTS

~~FIRST HAWAIIAN, INC.~~
~~999 Bishop Street, 29th Floor~~
~~Honolulu, Hawaii 96813~~

PROXY STATEMENT
~~FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS~~
~~TO BE HELD WEDNESDAY, APRIL 24, 2019~~

~~These proxy materials are furnished~~ SUMMARY

The following summary highlights information contained elsewhere in ~~connection with~~this Proxy Statement and provides context related to the ~~solicitation by the board of directors (the "Board" or our "Board") of First Hawaiian, Inc. ("First Hawaiian" or the "Company"), a Delaware corporation, of proxies~~matters to be voted on at the ~~2019~~2022 Annual Meeting of Stockholders of First Hawaiian, Inc. (“First Hawaiian,” “FHI,” “we,” “our,” “us” and the ~~Company and at any adjournment of such meeting (the "Annual Meeting"~~“Company”). This ~~proxy statement (this "Proxy Statement"), together with the Notice of Annual Meeting and proxy card, is first being mailed to stockholders on or about March 25, 2019.~~

The Company completed the initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (our "common stock"), in August 2016 and is a publicly traded bank holding company with its shares listed on the NASDAQ Global Select Market ("NASDAQ") under the ticker symbol "FHB." Following the completion of a secondary offeringsummary does not contain

all of the ~~Company's common stock on February 1, 2019, BNP Paribas ("BNPP"), which had owned 100% of~~information that you should consider, and you should read the ~~Company's common stock prior to the IPO, has fully exited its stake in our common stock. The Company owns 100% of the outstanding common stock of First Hawaiian Bank ("FHB" or the "Bank").~~

~~When used in this~~entire Proxy Statement before voting. For more complete information regarding the ~~terms "First Hawaiian," "FHI," "we," "our," "us" and~~Company’s 2021 performance, please review the ~~"Company" refer to First Hawaiian, Inc., a Delaware corporation, and its consolidated subsidiaries, which include only First Hawaiian Bank and its subsidiaries, and~~Company’s Annual Report on Form 10-K for the ~~term "fiscal year" refers to our fiscal~~ year ~~which is based on a 12-month period ending December 31 of each year (~~~~e.g.~~~~, fiscal year 2018 refers to the 12-month period~~ ended December 31, ~~2018).~~

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~~ABOUT THE~~2021.

2022 ANNUAL MEETING

~~Why am I receiving these materials?~~

INFORMATION

	WHEN				RECORD DATE				ACCESS
	Wednesday, April 20, 2022, 8:00 a.m., Hawaii Standard Time				February 25, 2022				Via webcast at https://web.lumiagm.com/224987645; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 20, 2022. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2022 (case sensitive). Once admitted to the meeting platform, you may submit questions and/or vote during the Annual Meeting by following the instructions that will be available on the meeting website. There will not be a physical meeting in Hawaii or anywhere else.

Meeting Agenda

Proposal		Board Voting Recommendation		See Page
1.	The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2023 Annual Meeting of Stockholders		FOR each director nominee	13
2.	An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement		FOR	35
3.	The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022		FOR	71

We ~~are providing these proxy materials~~will also act on any other business that is properly raised.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

How to you in connection with the solicitation, by the Board of Directors of First Hawaiian, Inc., of proxies to be voted at the Annual Meeting. You are receiving this Proxy Statement because you were a First Hawaiian, Inc. stockholder as of the close of business on March 4, 2019, the record date for the Annual Meeting. This Proxy Statement provides notice of the Annual Meeting, describes the proposals presented for stockholder action and includes information required to be disclosed to stockholders.

~~When and where is the Annual Meeting?~~

~~The~~Vote

Our Annual Meeting will be ~~held on Wednesday, April 24, 2019 at 8:00 a.m., local time, at The Bankers Club, 999 Bishop Street, 30~~^th ~~Floor, Honolulu, Hawaii 96813.~~

~~What matters will be submitted to stockholders at the Annual Meeting?~~

~~At the Annual Meeting, you will be asked to vote on each of the following matters:~~


	~~Proposal 1:~~		~~To elect the seven nominees named in this Proxy Statement to the Board of Directors;~~
	~~Proposal 2:~~		~~To ratify the appointment by the Audit Committee of the Board of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019; and~~
	~~Proposal 3:~~		~~To adopt an advisory (non-binding) resolution to approve the compensation of our named executive officers ("NEOs") as disclosed in this Proxy Statement.~~

~~Who may vote at the Annual Meeting?~~

~~Only record holders~~conducted exclusively online via live webcast, allowing all of our ~~common stock as of~~stockholders the ~~close of business on March 4, 2019 (the "Record Date"), will be entitled~~option to ~~vote at~~participate in the ~~Annual Meeting. On the Record Date, the Company had outstanding 134,874,302 shares of common stock. Each outstanding share of common stock entitles the holder~~live, online meeting from any location convenient to ~~one vote on each matter~~them and providing stockholder access to ~~be voted upon at the Annual Meeting.~~

~~How are votes counted~~our Board and ~~what is the required vote for each proposal?~~

As of March 4, 2019, the Record Date, there were 134,874,302 shares of our common stock outstanding, each of which entitles the holder to one vote for each matter to be voted upon at our Annual Meeting.

Shares of capital stock of the Company (i) belonging to the Company or (ii) held by another corporation if the Company owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of such other corporation, are not counted in determining the total number of outstanding shares and will not be voted. Notwithstanding the foregoing, shares held by the Company in a fiduciary capacity are counted in determining the total number of outstanding shares at any given time and may be voted.

~~Table of Contents~~

~~Proposal 1: Election of Directors~~

A plurality of the votes cast for their election is required for the election of each of the seven nominees for director. This means that the seven nominees receiving the highest number of votes will be elected regardless of whether the number of votes received by any such nominee constitutes a majority of the number of votes cast. Abstentions, votes to withhold and broker non-votes will not be counted for purposes of this proposal and will not affect the result of the vote.

~~Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP~~

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 2 is required for the ratification of the appointment of our independent registered public accounting firm. Abstentions and broker non-votes will not be counted as votes cast and will have no effectmanagement. For further information on the ~~outcome of~~virtual meeting, please see the ~~voting on this proposal.~~

~~Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers~~

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 3 is required for the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. The results of the vote on the proposal are not binding on the Board of Directors. Abstentions will not be included in the total votes cast and will not affect the results.

~~What are the Board's recommendations as to how I should vote on each proposal?~~

~~The Board recommends a vote:~~

•: "~~FOR" the election of each of the seven director nominees named in this Proxy Statement;~~
•: "~~FOR" the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019; and~~
•: "~~FOR" the resolution approving the compensation of the Company's named executive officers as disclosed in this Proxy Statement.~~

~~How do I submit my vote?~~

~~If you are a stockholder of record, you can vote by:~~

•: ~~attending~~“Frequently Asked Questions about the Annual Meeting and ~~voting by ballot;~~Voting” section in this Proxy Statement.


BY TELEPHONE	BY INTERNET	BY MAIL
Registered holders may call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries	Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet. During the Annual Meeting, visit our Annual Meeting website at https://web.lumiagm.com/224987645.	Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope

•

~~signing, dating and mailing in~~

Have your proxy ~~card;~~

•

~~using your telephone, according to~~card available and follow the ~~instructions on your proxy card; or~~instructions.

•

~~visiting http://www.voteproxy.com and then following the instructions on the screen.~~

Proxy cards submitted by mail must be received by us by April 19, 2022.

Beneficial Owners

~~Table of Contents~~•

~~What do I do if I hold my shares through a broker, bank or other nominee?~~

If you hold your shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

PERFORMANCE HIGHLIGHTS

2021 Business Performance

•

During the summer, before the COVID-19 omicron variant emerged, Hawaii saw a strong rebound in tourism, leading to increased economic activity.

•

Asset quality remained strong, and we saw a significant increase in profitability, as net income increased by $80.0 million or 43% year over year.

[MISSING IMAGE: tm2134876d1_fc-perfhighpn.jpg]

~~What constitutes~~*

Represents a ~~quorum?~~non-GAAP measure. Please see Annex A for an explanation and reconciliation.

Capital Highlights

•

We are committed to remaining well capitalized while returning excess capital to our stockholders.

•

In January 2022, we announced that the Board of Directors adopted a stock repurchase program for up to $75.0 million during 2022.*

12.24%	$134.1M	$75.0M


Common Equity Tier 1 capital ratio at December 31, 2021	In dividend payments; maintained quarterly dividend at $0.26 per share	Common stock repurchased during 2021

The ~~Annual Meeting will be held only if a quorum is present. A quorum will be present if~~timing and amount of share repurchases are influenced by various internal and external factors.

Navigating the ~~holders of a~~COVID-19 Pandemic

The global health crisis created by the COVID-19 pandemic presented unprecedented challenges and volatility in the economic and business environment during the majority of 2020, carrying into 2021. Since the ~~shares~~declaration of ~~common stock outstanding~~the global pandemic, we have been focused on ~~the Record Date~~our business and entitled to vote on a matter at the Annual Meeting are represented, in person or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards either marked "abstain" or "withhold," or returned without voting instructions, are counted as present and entitled to vote for the purpose of determining whether a quorum is present at the Annual Meeting. If shares are held by brokers who are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions ("broker non-votes"), those shares will be counted as represented at the Annual Meeting for the purpose of determining whether a quorum is present at the Annual Meeting.

~~How do I attend the Annual Meeting and vote in person, and what do I need to bring?~~

~~All stockholders who attend the Annual Meeting in person will be asked to check in at the registration desk prior to admittance~~human response to the ~~meeting. Stockholders who own Company stock through~~crisis—managing and operating our business as seamlessly as possible, and supporting our employees, customers and communities as we weathered the crisis together.

As a ~~broker, or other nominee, will need~~Hawaii-based financial institution, a healthy economy is critical to ~~bring either a copy~~our business as it is for all banks across the country. Hawaii achieved one of the voting instruction card provided by the stockholder's broker or nominee or a copy of his or her brokerage statement as proof of ownership, along with photo identification. No cameras or recording equipment will be permittedhighest vaccination rates in the ~~Annual Meeting,~~country, and ~~all cell phones must be turned off. If you hold your shares~~with tourism being the primary driver of revenue for our local economy, we are seeing visitors return and businesses re-opening.

Over the past year, we increased our efforts and attention to loan growth, return of capital, managing asset quality and preserving capital and liquidity while maintaining our focus on protecting employees, customers and communities.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

	For Our Employees:
	• Just as we did in 2020, we maintained our workforce without the need for any furloughs or layoffs. Providing work, life and health-related support for our employees continues to be a top priority. Ranked as Hawaii’s top bank by Forbes magazine, First Hawaiian also offers exceptional support for career growth. The company provides a generous benefits package, award-winning professional development programs and flexible work schedules, ensuring that employees are provided with the opportunities they need to have a rewarding experience.

	For Our Customers:
	• To support and help our local businesses survive, in 2020 we implemented the US Treasury’s Paycheck Protection Program (the “PPP”). During 2020 and 2021, we originated approximately 10,000 PPP loans, totaling $1.4 billion. During 2021, we supported many of our customers through the forgiveness process, and at December 31, 2021, only approximately 1,000 PPP loans, totaling $222 million, remained outstanding.
	• Many of the branches we closed during 2020 we were able to reopen, with 19 branches coming back online in 2021. We continue to maintain social distancing at all our facilities, as well as workplace sanitization practices.

	For Our Community:
	• FHB Foundation grants, along with employee donations, helped to alleviate hardships felt throughout our island communities. In 2020, philanthropic contributions of approximately $5.77 million were made to over 200 charities in Hawaii, Guam and Saipan from First Hawaiian Bank, the FHB Foundation and our Kokua Mai employee giving campaign.

Despite the ongoing business disruptions from COVID-19, we have maintained a ~~broker, bank or other nominee~~healthy balance sheet and ~~would like~~strong asset quality, and we are well positioned for interest rate increases. We continue to ~~vote~~serve as a source of strength for our communities and customers and believe we can prosper in ~~person at~~ the ~~Annual Meeting, you~~short- and long-term.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

OVERVIEW OF THE BOARD NOMINEES*

Director Nominees

						Committees
Director Nominee and Principal Occupation		Age	Director since(1)	Independent	Public Boards	Audit	Compensation	Corporate Governance & Nominating	Risk
	Robert S. Harrison Chairman of the Board, President and Chief Executive Officer, First Hawaiian	61	2016		1
	W. Allen Doane Retired Chairman and Chief Executive Officer, Alexander & Baldwin, Inc.	74	2016		1
	Faye W. Kurren Retired President and Chief Executive Officer, Hawaii Dental Service	71	2018		1
	James S. Moffatt Retired Vice Chairman and Global CEO, Deloitte Consulting	63	2021		2
	Kelly A. Thompson Retired Senior Vice President, Chief Operating Officer, Samsclub.com	52	2021		3
	Allen B. Uyeda Retired Chief Executive Officer, First Insurance Company of Hawaii, Ltd.	72	2016		1
	Vanessa L. Washington Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West	62	2020		1
	C. Scott Wo Owner/Executive, C.S. Wo & Sons, Ltd.; Partner/Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City	56	2018		1
Meetings in 2021 Board―7						5	6	4	4

Chairman of the Board

Committee Chair

Committee Member

Lead Independent Director

Audit Committee financial expert

Current Directors Matthew J. Cox and Jenai S. Wall will ~~need to ask the holder for a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and turn it in with a signed ballot that will be provided to you at the Annual Meeting.~~

~~Can I change or revoke my vote after I return my proxy card?~~

~~Yes. If you are a stockholder~~conclude their service on our Board of ~~record, you may change your vote by:~~

•: ~~voting in person by ballot at the Annual Meeting;~~
•: ~~returning a later-dated proxy card;~~
•: ~~entering a new vote by telephone or on the Internet; or~~
•: ~~delivering written notice of revocation to the Company's Secretary by mail at 999 Bishop Street, 29th Floor, Honolulu, Hawaii 96813.~~

~~Who will count the votes?~~

~~A representative of our Transfer Agent, American Stock Transfer & Trust Company, LLC, will act as inspector of election~~Directors at the Annual Meeting and ~~will count the votes.~~

are not listed here.

(1)

~~Table of Contents~~

~~Will my vote be kept confidential?~~

~~Yes. As a matter of policy, stockholder proxies, ballots and tabulations that identify individual stockholders are kept secret and are available only~~

Refers to the ~~Company~~period from the completion of our IPO in August 2016.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

Snapshot of the Board

Board Diversity, Director Independence and ~~its inspectors, who~~Tenure*

[MISSING IMAGE: tm2134876d1_pc-boardattpn.jpg]

Refers to the period from the completion of our IPO in August 2016.

Board Diversity Matrix*

		Board Diversity Matrix (As of March 11, 2022)
Total Number of Directors		10
		Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		4	6	—	—
Part II: Demographic Background
African American or Black		1	—	—	—
Alaskan Native or Native American		—	—	—	—
Asian		1	2	—	—
Hispanic or Latinx		—	—	—	—
Native Hawaiian or Pacific Islander		—	—	—	—
White		1	4	—	—
Two or More Races or Ethnicities		1	—	—	—
LGBTQ+	��	—	—	—	—
Did Not Disclose Demographic Background		—	—	—	—

The Board Diversity, Director Independence and Tenure graphs, and the Board Diversity Matrix, include all current directors.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

[MISSING IMAGE: tm2134876d1_fc-boardpn.jpg]

Refers to the period from the completion of our IPO in August 2016.

Board Expertise

The following section summarizes the specific skills, professional experience and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors.

Director Skills and Experience

W. ALLEN DOANE

ROBERT S. HARRISON

FAYE W. KURREN

JAMES S. MOFFATT

KELLY A. THOMPSON

ALLEN B. UYEDA

VANESSA L.
WASHINGTON

C. SCOTT WO

# of 8 nominees

% of 8 nominees

Audit and financial reporting

●

75%

Banking

●

25%

Finance

●

75%

Public company

●

50%

Community affairs / engagement

●

100%

Executive leadership

●

100%

Real estate

●

25%

Legal and regulatory

●

25%

Technology

●

25%

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

FIRST HAWAIIAN COMMITMENT TO GOVERNANCE, SOCIAL AND ENVIRONMENTAL MATTERS

We are ~~required~~committed to ~~acknowledge their obligation~~having sound corporate governance practices including environmental, social and governance (“ESG”) oversight. Our Environmental, Social and Governance Report (“ESG Report”), Corporate Governance Guidelines and other applicable policies highlight our investment in the development, career advancement and health and safety of our employees, maintenance and support of our customer relationships, service and support of our communities and attention to environmental stewardship to keep ~~your votes confidential.~~

~~Who pays~~our planet and environment sustainable. Our practices are important to ~~prepare, mail~~how we manage our business and ~~solicit~~maintain our integrity in the ~~proxies?~~

marketplace. In setting our practices, we seek to balance our corporate and stockholder interests, while considering applicable market practices and trends.

Our Corporate Governance Guidelines set forth a framework for our Company with respect to specific corporate governance practices. The ~~Company pays~~guidelines are reviewed at least annually by the Corporate Governance and Nominating Committee, as well as amended from time to time to continue evolving our ESG practices. With a focus on delivering long-term stockholder value, the backbone of our corporate governance program is to provide transparent disclosure to all stakeholders on an ongoing and consistent basis.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

Our Board is composed of skilled and diverse directors who follow established, robust corporate governance practices and policies. The Board believes strongly in the ~~costs~~value of ~~preparing, mailing~~an independent board of directors and ~~soliciting proxies in connection~~has established a Lead Independent Director role with ~~this Proxy Statement. In addition~~broad responsibility. The following overview provides a snapshot of our corporate governance structure and processes, including key aspects of our Board operations.

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

	Independent Board Leadership Structure				Effective Board Policies and Practices				Management Incentives that are Aligned with the Long-Term Strategy of the Company
	The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate All members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent of the Company and its management Our Corporate Governance Guidelines call for the designation of an independent lead director				Our Corporate Governance Guidelines require a majority of our directors to be independent (currently seven of eight director nominees are independent) Our Board is composed of accomplished professionals with experience, skills and knowledge relevant to our business, resulting in a high-functioning and engaged Board (a matrix of relevant skills is presented above on page 7) Executive sessions of independent directors are held at the Board and committee levels Each standing committee has a charter that is publicly available on our website and that meets applicable legal requirements and reflects good governance The Company has a Code of Business Conduct and Ethics applicable to all employees and directors of the Company We conduct annual reviews of director skill sets and experience together with annual board and committee performance reviews Our directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for these activities				We require robust stock ownership for directors (increased this year to 5x annual cash retainer), CEO (6x base salary) and other NEOs (2x base salary) The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies Our compensation philosophy and practices are focused on using management incentive compensation programs to achieve the Company’s short- and long-term goals, creating long-term stockholder value We maintain a robust compensation clawback policy

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

Corporate Social Responsibility

We seek to ~~soliciting proxies through the mail by means of this Proxy Statement, we may solicit proxies through~~integrate sustainability considerations into our ~~directors, officers~~business strategies, products and ~~employees in person~~services, thought leadership and ~~by telephone, facsimile or email. The Company asks brokers, banks, voting trustees~~operations. We offer financial solutions that provide positive long-term benefits for our customers, employees and other ~~nominees~~stakeholders, as well as for the environment and ~~fiduciaries~~global communities.

Our people are our most important asset. To facilitate talent attraction and retention, we strive to ~~forward proxy materials~~support a diverse and inclusive workplace, with a strong culture and opportunities for our employees to ~~the beneficial owners~~grow and develop in their careers and to ~~obtain authority to execute proxies. The Company will reimburse~~be supported by competitive compensation, benefits and health and wellness programs.

Supporting the brokers, banks, voting trustees and other nominees and fiduciaries upon request. In addition to solicitation by mail, telephone, facsimile, email or personal contact by its directors, officers and employees, the Companyisland communities where we do business has ~~retained the services of D. F. King & Co., Inc., 40 Wall Street, New York, NY 10005 to solicit proxies for~~always been a ~~fee of $7,500 plus expenses.~~

~~How will my shares be voted if I sign, date and return my proxy card?~~

If you sign, date and return your proxy card and indicate how you would like your shares voted, your shares will be voted as you have instructed. If you sign, date and return your proxy card but do not indicate how you would like your shares voted, your proxy will be voted:

•: "~~FOR" the election of each of the seven director nominees named in this Proxy Statement;~~
•: "~~FOR" the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019; and~~
•: "~~FOR" the resolution approving the compensation of the Company's named executive officers as disclosed in this Proxy Statement.~~

With respect to any other business that may properly come before the Annual Meeting, or any adjournment of the Annual Meeting, that is submitted to a vote of the stockholders, including whether or not to adjourn the Annual Meeting, your shares will be voted in accordance with the best judgment of the persons voting the proxies.

~~How will broker non-votes be treated?~~

A broker non-vote occurs when a broker who holds its customer's shares in street name submits proxies for such shares but indicates that it does not have authority to vote on a particular matter. Generally, this occurs when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on "routine" matters only, but not on other matters. Shares for which brokers have not received instructions from their customers will only be permitted to vote on the following proposal:

•: ~~The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019.~~

~~Table of Contents~~

~~Shares for which brokers have not received instructions from their customers will not be permitted to vote on the following proposals:~~

•: ~~To elect the seven director nominees named in this Proxy Statement.~~
•: ~~To approve, on advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.~~

~~What if other matters come up during the Annual Meeting?~~

If any matters other than those referred to in the Notice of Annual Meeting properly come before the Annual Meeting, the individuals named in the accompanying proxy card will vote the proxies held by them in accordance with their best judgment.priority. First Hawaiian is ~~not aware~~the only Hawaii bank to earn an Outstanding rating for Community Reinvestment over nine consecutive FDIC evaluation periods since 1995 and has led the for-profit companies in Hawaii Business magazine’s “Hawaii’s Most Charitable Company” for the past 10 years.

First Hawaiian Bank, its Foundation and our employees contribute annually to more than 200 charities in the areas of COVID-19 relief and recovery, education and financial literacy, health and human services and arts and culture ($5.77 million in donations in 2020). Professional development courses are a key component of our employee satisfaction and retention. Together with our award-winning online talent development program, we are able to achieve an inclusive and healthy work environment for our 2,000+ employees.


4,000	4,500	90+


Pounds of e-waste collected and properly disposed of	Energy Star monitors used throughout our facilities	Professional development courses in our award-winning, online talent development program and an inclusive and healthy work environment for our 2,000+ employees

Environmental Impact

Hawaii has the highest energy costs of any ~~business other than~~state due to the ~~items referred~~high price of shipping petroleum to the archipelago. In 2021, First Hawaiian continued to actively pursue sustainability goals of maintaining energy efficient facilities, reducing waste, advancing sustainable transportation and encouraging employees to participate in ongoing community-led sustainability initiatives.

Our direct environmental impact stems primarily from the operations of our branch offices in Hawaii, Guam and Saipan. We strive to manage these offices in an efficient and environmentally sustainable manner, and we continue to find new and innovative ways to reduce our carbon footprint. Our current initiatives focus on energy and greenhouse gas reductions, limiting paper waste, increasing recycling efforts, advising on sustainable transactions, conserving energy and encouraging employees to use environmentally friendly forms of transportation. Ensuring the implementation of sustainable practices ultimately serves the long-term interest of our stockholders, our customers, our employees and the communities in which we work and live.

Our bank’s headquarters, the tallest building in downtown Honolulu, was built 26 years ago in 1996 to Energy Star standards. Since then, we have made energy-efficient upgrades to our facilities as well as key building systems at our First Hawaiian Bank headquarters and at our operations facility. At First Hawaiian Center, we have a building-wide initiative to upgrade all common areas with higher efficiency LED technology. In 2021, we expanded this effort from its focus on common areas at First Hawaiian Center to include the entire building. The project is underway and expected to be complete by the third quarter of 2022.

We also launched a partnership with Carbon Lighthouse in 2022 to reduce CO2 emissions through energy efficiency projects in lighting, HVAC, and/or related controls. The bank enrolled First Hawaiian Center as the

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PROXY STATEMENT SUMMARY

pilot site in the ~~Notice~~Carbon Lighthouse Unified Engineering System (CLUES) platform. CLUES will identify and quantify energy efficiency measures for consideration. Following implementation of ~~Annual Meeting~~selected measures, the platform will track the results, ensuring both financial and environmental benefits persist. Through this partnership, the bank saw a 10% reduction in kilowatt usage in December 2021 and plans to expand this program across the center. We anticipate continued savings and a decrease in energy usage through 2022.

These are just some of the many sustainability initiatives that ~~will be considered at~~we are proud to implement as we continue to develop a comprehensive strategy to reduce our carbon footprint as an organization.

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EXECUTIVE COMPENSATION HIGHLIGHTS

We believe the ~~Annual Meeting.~~

~~Your vote is important.~~

~~Because many stockholders cannot personally attend~~design and governance of our executive compensation program encourages executive performance consistent with the ~~Annual Meeting, it is necessary that a large number be represented by proxy in order~~highest standards of risk management. The following table summarizes the notable features of our 2021 executive compensation program, which were designed to satisfy that a quorum be present to conduct business at the Annual Meeting. Whether or not you plan to attend the meeting in person, prompt voting will be appreciated. Stockholders of record can vote their shares via the Internet or by using a toll-free telephone number. Instructions for using these convenient services are provided on the proxy card. Of course, you may still vote your shares on the proxy card. To do so, we ask that you complete, sign, date and return the enclosed proxy card promptly in the postage-paid envelope.

~~Important Notice Regarding the Availability of Proxy Materials~~
~~for the Annual Meeting of Stockholders to Be Held on Wednesday, April 24, 2019:~~
~~This Proxy Statement, Our 2018 Annual Report to Stockholders and Our Annual Report on~~
~~Form 10-K for the Year Ended December 31, 2018 Are Available Free of Charge at:~~
~~http://proxy.fhb.com.~~

align with “best practice” compensation governance.

	Practices We Employ				Practices We Avoid
	Substantial portion of pay in the form of variable, performance-based awards 75% of CEO’s 2021 compensation was performance-based Stock ownership guidelines for our executives and non-employee directors Engage with stockholders on governance and compensation Double-trigger vesting for executive change-in-control payments Clawback policy that applies to cash and equity compensation Independent compensation consultant and independent Board Compensation Committee Annual risk assessment of compensation policies and program design Annual evaluation of our peer group to ensure ongoing relevance of each peer member Strong risk and control policies and consideration of risk management factors in making compensation decisions				Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited No gross-up of severance payments or benefits for excise taxes No dividends paid on unearned performance units or shares No discounting, reloading or repricing of stock options without stockholder approval No automatic share replenishment (evergreen) provisions in any share-based plans No single-trigger vesting of equity-based awards held by executives upon change in control No new benefit accruals under executive pensions No multi-year compensation guarantees that could incentivize imprudent risk-taking

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

~~Table of Contents~~

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CORPORATE
GOVERNANCE AND
BOARD MATTERS

PROPOSAL ~~NO. 1—~~1—ELECTION OF DIRECTORS

~~Board of Directors~~

Election of Directors

Proposal

•

We are asking stockholders to elect the eight nominees named in this proxy statement to serve on our Board until the 2023 annual meeting of stockholders or until their successors have been duly elected and qualified.

Background

•

All eight nominees currently serve on our Board

•

Seven of the eight nominees are independent

•

38% of the nominees are women

•

50% of the nominees represent an ethnic minority

The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees for director.

Our Board currently has ~~seven~~ten members, consisting of our Chief Executive Officer and President (who also serves as ~~chairman~~Chairman of the Board) and ~~six~~nine other directors, ~~who~~all of whom are ~~"independent"~~“independent” under the listing standards of NASDAQ. The terms of office of all ~~seven~~ten directors expire at the Annual Meeting.

~~Our Amended~~ As previously announced, Ms. Jenai S. Wall and ~~Restated Bylaws provide~~Mr. Matthew J. Cox notified us that they would not stand for re-election to the Board ~~will consist~~at the 2022 Annual Meeting. In connection with the Annual Meeting, the size of ~~no less than five directors. Pursuant to our Amended and Restated Certificate of Incorporation, the number of directors constituting~~ our Board will be ~~fixed from time~~reduced to ~~time by resolution of the Board.~~

~~On March 11, 2019, the Board approved the reduction of the size of the Board from nine directors to seven directors. As a result, at~~eight members.

At the Annual Meeting, you will be asked to elect ~~seven~~the eight individuals to serve on the ~~Board. The~~Board that the Board has nominated ~~all seven current members of the Board~~ for re-election, ~~as directors at the Annual Meeting,~~ each to serve for a one-year term expiring at the next annual meeting of stockholders in ~~2020.~~

2023. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

All of our directors are elected annually by the affirmative vote of a majority of votes cast.

~~Nominees~~•

A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board.

•

Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for ~~Election as Directors~~the director to remain on our Board and will make a recommendation to our Board regarding the resignation.

For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see “Frequently Asked Questions About the Annual Meeting and Voting.”

Required Vote

With regard to the election of the director nominees, votes may be cast in favor or against. A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the ~~2019~~2022 Annual ~~Meeting~~

Meeting). A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee.

The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees named below.

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CORPORATE GOVERNANCE AND BOARD MATTERS

DIRECTOR NOMINEES

The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the ~~Company's~~Company’s corporate governance guidelines, as described below under the section entitled "“Board of Directors, Committees and ~~Governance��~~Governance—Corporate Governance Guidelines and Code of Conduct and Ethics."” In evaluating the suitability of individuals for Board membership, the Corporate Governance and Nominating Committee ~~takes into account~~considers many factors. Those factors include:

•

whether the individual meets various independence requirements;

•

the ~~individual's~~individual’s general understanding of the varied disciplines relevant to the success of a publicly traded company in ~~today's~~today’s business environment;

•

understanding of the ~~Company's~~Company’s business and markets;

•

professional expertise and educational background; and

•

other factors that promote diversity of views and experience.

The Corporate Governance and Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuate the ~~Company's~~Company’s success and represent stockholder interests through the exercise of sound judgment, ~~using~~based on its diversity of experience. In determining whether to recommend a director for re-nomination, the Corporate Governance and Nominating Committee also considers the ~~director's~~director’s attendance at, participation in and contributions to Board and committee activities.

~~Table of Contents~~

The following table sets forth certain information regarding the director nominees standing for re-election at the Annual Meeting. Additional biographical information on each of the nominees is included ~~below under the section entitled "~~~~Directors and Executive Officers~~."

below.

Director Name Age

Director
Since

Principal Occupation

Robert S. Harrison 58 2016 Chairman and Chief Executive Officer of First Hawaiian

Matthew J. Cox* 57 2016 Chairman of the Board and Chief Executive Officer of Matson, Inc.

W. Allen Doane* 71 2016 Retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc.

Faye W. Kurren* 68 2018 Retired President and Chief Executive Officer of Hawaii Dental Service

Allen B. Uyeda* 69 2016 Retired Chief Executive Officer of First Insurance Company of Hawaii

Jenai S. Wall* 60 2018 Chairman and Chief Executive Officer of Foodland Super Market, Ltd.

C. Scott Wo* 53 2018 Owner/Executive of C.S. Wo & Sons, Ltd., Partner/Manager of Kunia Country Farms and an Adjunct Professor of Management at Columbia Business School in New York City

*

~~"Independent"~~

Name	Age(1)		Tenure		Independent(2)	Position
Robert S. Harrison		61		2016		Chairman of the Board, President and CEO
W. Allen Doane		74		2016		Director
Faye W. Kurren		71		2018		Director
James S. Moffatt		63		2021		Director
Kelly A. Thompson		52		2021		Director
Allen B. Uyeda		72		2016		Lead Independent Director
Vanessa L. Washington		62		2020		Director
C. Scott Wo		56		2018		Director

(1)

As of March 11, 2022.

(2)

“Independent” under NASDAQ listing standards.

In considering the ~~nominees'~~nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the ~~Board's~~Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has

indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

~~Required Vote~~

With regard to the election of the director nominees, votes may be cast in favor or withheld. The nominees receiving the greatest number of affirmative votes cast at the Annual Meeting will be elected directors; therefore, abstentions, votes withheld and broker non-votes will have no effect on the results of the vote.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.~~

~~Table of Contents~~

~~DIRECTORS AND EXECUTIVE OFFICERS~~

~~The following table sets forth information regarding each of our directors and executive officers.~~

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CORPORATE GOVERNANCE AND BOARD MATTERS

DIRECTOR NOMINEE BIOGRAPHIES

COMMITTEES • Audit • Corporate Governance and Nominating	W. Allen Doane	Age 74 Independent Director since 2016

	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2016 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (1999 to present) • Chairman of the Audit Committee (2012 to present) BANCWEST • Member of the Board of Directors (2004 to 2006 and 2012 to January 2019) ALEXANDER & BALDWIN, INC., a Hawaii public company with interests in, among other things, commercial real estate and real estate development • Chairman and Chief Executive Officer (1998 to 2010, upon retirement) • Served in a variety of executive roles (1991 to 1998) SHIDLER GROUP, a real estate investment organization • Chief Operating Officer IU INTERNATIONAL CORPORATION, a Philadelphia-based public company • Served in a variety of executive positions C. BREWER & CO. LTD., one of Hawaii’s oldest operating companies, which has since been dissolved • Served in a variety of executive positions	OTHER PUBLIC COMPANY DIRECTORSHIPS • Current member of the Board and the Audit Committee, Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii • Member of the Board (1998-2020) and the Audit Committee (2010 to 2020), Alexander & Baldwin, Inc. EDUCATION • M.B.A., Harvard Business School • Bachelor’s degree, Brigham Young University QUALIFICATIONS • As the retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc., Mr. Doane brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience. • Mr. Doane’s experience leading a large, publicly traded, diversified company focused on ocean transportation and real estate, combined with his experience at First Hawaiian, brings valuable insight to the Board in overseeing a wide range of banking, audit and financial matters.

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CORPORATE GOVERNANCE AND BOARD MATTERS

[MISSING IMAGE: ph_robertharris2-4c.jpg]

[MISSING IMAGE: tm2134876d1_fc-robertharpn.jpg]

Robert S. Harrison

Age 61

Chairman of the Board since 2016

BACKGROUND

FIRST HAWAIIAN, INC.

•

Chairman and Chief Executive Officer (2016 to present)

•

President (August 2019 to present)

FIRST HAWAIIAN BANK

•

Chairman and Chief Executive Officer (January 2012 to present)

•

President (August 2019 to present)

•

President (December 2009 to June 2015)

•

Chief Operating Officer (December 2009 to January 2012)

•

Vice Chairman (2007 to 2009)

•

Chief Risk Officer (2006 to 2009)

•

Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 30 years of experience in the financial services industry in Hawaii and on the U.S. mainland

BANCWEST CORPORATION (“BancWest”)

•

Vice Chairman (2010 to 2019)

OTHER PUBLIC COMPANY DIRECTORSHIPS

•

Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development (2012 to 2020)

OTHER ENGAGEMENTS

•

Current Chairman, Hawaii Medical Service Association, the Blue Cross/Blue Shield affiliate in Hawaii

•

Current member of the Board, Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii

•

Current member of the Board, Hawaii Community Foundation

•

Current member of the Board, Hawaii Bankers Association

•

Current member of the Board, Hawaii Business Roundtable

•

Current member of the Board, Maryknoll Foundation

•

Current member of the Executive Committee, Mid-Size Bank Coalition of America

EDUCATION

•

M.B.A., Cornell University

•

Bachelor’s degree in Applied Mathematics, University of California, Los Angeles

QUALIFICATIONS

•

Mr. Harrison’s qualifications to serve on the Board include his operating, management and leadership experience as First Hawaiian Bank’s Chairman, President and Chief Executive Officer, as well as his prior experience as First Hawaiian Bank’s Chief Operating Officer and as its Chief Risk Officer.

•

Mr. Harrison has extensive knowledge of, and has made significant contributions to, the growth of First Hawaiian and First Hawaiian Bank.

•

Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial services industry generally and in Hawaii in particular.

~~Name~~

~~Age~~

~~Position~~

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CORPORATE GOVERNANCE AND BOARD MATTERS

COMMITTEES • Audit • Corporate Governance and Nominating	Faye Watanabe Kurren		Age 71 Independent Director since 2018

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


		~~Robert S. Harrison~~

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CORPORATE GOVERNANCE AND BOARD MATTERS

COMMITTEES • Risk	James S. Moffatt		Age 63 Independent Director since 2021
		58
	BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) DELOITTE CONSULTING, a leading international consulting business • Vice Chairman, global consulting business (2018) • Chief Executive Officer, global consulting business (2015-2017) • Chairman and Chief Executive Officer, US consulting business (2011-2015) OTHER ENGAGEMENTS • Current director of Digital Transformation Opportunities Corp., a publicly traded blank check company formed for the purpose of effecting a merger, stock exchange, asset purchase or other transaction with one or more businesses • Current director of Optiv, a cybersecurity solutions integrator • Current director of Icertis, a contract lifecycle management company • Current director of AmplifAI, a cloud-based software company leveraging artificial intelligence to improve sales and service • Advisor to various private equity and venture capital investment firms and an advisor to, or on the advisory board of, a number of their portfolio companies		EDUCATION • M.B.A., UCLA Anderson School of Management • Bachelor’s degree, University of California, San Diego • Graduate of the Directors’ Consortium at Stanford University Graduate School of Business • Graduate of the Master Class of the National Association of Corporate Directors QUALIFICATIONS • Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience. • Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board. • Mr. Moffatt also provides the Board with audit and finance skills.

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CORPORATE GOVERNANCE AND BOARD MATTERS

COMMITTEES • Risk	Kelly A. Thompson	Age 52 Independent Director since 2021

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

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CORPORATE GOVERNANCE AND BOARD MATTERS

LEAD INDEPENDENT DIRECTOR

COMMITTEES

•

Compensation

•

Corporate Governance
and Nominating

• Risk

[MISSING IMAGE: tm2134876d1_fc-allenuyepn.jpg]

Allen B. Uyeda

Age 72

Independent Director since 2016

BACKGROUND

FIRST HAWAIIAN, INC.

•

Lead Independent Director

•

Member of the Board of Directors (2016 to present)

FIRST HAWAIIAN BANK

•

Lead Independent Director

•

Member of the Board of Directors (2001 to present)

•

Member and Chairman of the Risk Committee (2012 to present)

BANCWEST

•

Member of the Board of Directors and Member of the Risk Committee (2012 to January 2019)

FIRST INSURANCE COMPANY OF HAWAII, a Honolulu-based property and casualty insurance company that, during the course of Mr. Uyeda’s leadership, became a subsidiary of Tokio Marine Holdings, Inc., a multinational insurance holding company listed on the Tokyo Stock Exchange

•

Chief Executive Officer

(1995 to 2014)

CONTINENTAL INSURANCE COMPANY, prior to its acquisition by CNA Financial Corporation, a public unified holding company for insurance entities

•

Vice President and Chief Financial Officer of the Agency and Brokerage Group

INTERNATIONAL PAPER, a public company with interests in paper-based packaging, paper and pulp industries

•

Management and financial analyst experience

JOHNSON CONTROLS, INC., a public company that provides batteries and builds efficiency services

•

Project Management and engineering experience

OTHER ENGAGEMENTS

•

Current member of the Board, The Queen’s Health Systems and The Queen’s Medical Center

•

Current Special Advisor to the Oahu Economic Development Board

EDUCATION

•

M.B.A., the Wharton School at the University of Pennsylvania

•

Bachelor’s degree in Electrical Engineering, Princeton University

•

Holder of National Association of Corporate Directors Certification

QUALIFICATIONS

•

Mr. Uyeda brings to the First Hawaiian Board extensive knowledge of Hawaii and experience in supervising and performing company financial functions.

•

Mr. Uyeda’s experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board.

~~Matthew J. Cox~~

~~Director~~

	20			FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
		~~W. Allen Doane~~				71				~~Director~~

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CORPORATE GOVERNANCE AND BOARD MATTERS

COMMITTEES

•

Compensation

•

Risk

[MISSING IMAGE: tm2134876d1_fc-vaneswaspn.jpg]

Vanessa L. Washington

Age 62

Director since 2020

~~Faye W. Kurren~~

~~Director~~

BACKGROUND

FIRST HAWAIIAN, INC.

•

Member of the Board of Directors (2020 to present)

FIRST HAWAIIAN BANK

•

Member of the Board of Directors (October 2020 to present)

BANK OF THE WEST, San Francisco, California

•

Senior Executive Vice President and General Counsel (2006 to October 2020, upon retirement). Served in various capacities, including executive responsible for Information and Physical Security, Compliance and Corporate Social Responsibility.

•

Served as Corporate Secretary for BNP Paribas USA, Inc., the holding company of Bank of the West, based in New York, New York (2016 to October 2020, upon retirement)

CATELLUS DEVELOPMENT CORPORATION, a publicly traded REIT, San Francisco, California

•

General Counsel (2001 to 2005). Also responsible for Human Resources, Compliance and Environmental Groups

CALIFORNIA FEDERAL BANK, San Francisco, California

•

Senior Vice President, Associate General Counsel and Secretary (1992 to 2001); managed teams providing services for corporate, securities and real estate areas

OTHER ENGAGEMENTS

•

Current Director, Chair of the Audit Committee and a Member of the Executive and Compensation Committees of the Board of Directors, Habitat for Humanity of the Greater Bay Area

•

Recently served on the Managing Board of The Clearing House

•

Member of the California Bar Association and the Georgia Bar Association

EDUCATION

•

J.D., University of California Berkeley School of Law

•

Bachelor’s degree, University of North Carolina, Chapel Hill

QUALIFICATIONS

•

Ms. Washington’s over 20 years of banking industry experience, including 16 years in a senior position with a major US banking subsidiary of one of the largest banking organizations in the world, as well as her service with two publicly traded corporations, provide her with valuable insights and perspective on a number of areas relevant to First Hawaiian.

~~Allen B. Uyeda~~

~~Director~~

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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CORPORATE GOVERNANCE AND BOARD MATTERS

COMMITTEES

•

Audit

•

Risk

C. Scott Wo

Age 55

Independent Director since 2018

~~Jenai S. Wall~~

~~Director~~

~~C. Scott Wo~~

~~Director~~

FIRST HAWAIIAN, INC.

•

Member of the Board of Directors (2018 to present)

FIRST HAWAIIAN BANK

•

Member of the Board of Directors (2014 to present)

BACKGROUND

C.S. WO & SONS, LTD., his family’s home furnishings enterprise founded in 1909

•

Owner

KUNIA COUNTRY FARMS, one of the largest aquaponics farms in the State of Hawaii

•

Partner/Manager

COLUMBIA BUSINESS SCHOOL, New York City

•

Adjunct Professor of Management

OTHER ENGAGEMENTS

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Current Investment Committee Chair, University of Hawaii Foundation

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Current Finance Committee Chair, The Queen’s Health System

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Current Finance Committee Chair, Takitani Foundation

•

Current member of the Advisory Board, American Red Cross, Hawaii State Chapter

~~Eric K. Yeaman~~

~~President and Chief Operating Officer~~

EDUCATION

•

Ph.D. in Finance, the Anderson School at UCLA

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M.B.A., Columbia Business School at Columbia University

•

Bachelor of Science in Economics, the Wharton School at the University of Pennsylvania

QUALIFICATIONS

•

Dr. Wo brings entrepreneurial and business-building skills and experience to First Hawaiian through his experience as an owner of a large local furniture business.

•

In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Mr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees.

~~Alan H. Arizumi~~

~~Vice Chairman of Wealth Management Group~~

~~Ravi Mallela~~

~~Executive Vice President, Chief Financial Officer and Treasurer~~

~~Lance A. Mizumoto~~

~~Vice Chairman and Chief Lending Officer~~

~~Mitchell E. Nishimoto~~

~~Vice Chairman and Head of Retail Banking Group~~

~~Ralph M. Mesick~~

~~Vice Chairman and Chief Risk Officer~~

~~A brief biography of each person who serves as a director or executive officer of First Hawaiian is set forth below:~~

~~Robert S. Harrison~~, the Chairman and Chief Executive Officer of First Hawaiian, has been the Chief Executive Officer of First Hawaiian Bank since January 2012 and the Chairman of the Bank's board of directors since May 2014. Mr. Harrison served as the Chief Operating Officer of First Hawaiian Bank from December 2009 to January 2012 and as its President from December 2009 to June 2015. He was named Vice Chairman of First Hawaiian Bank in 2007 and served as the Bank's Chief Risk Officer from 2006 to 2009. Mr. Harrison joined First Hawaiian Bank's Retail Banking group in 1996 and has over 30 years of experience in the financial services industry in Hawaii and on the U.S. mainland. Prior to the Reorganization Transactions (described elsewhere in this Proxy Statement), Mr. Harrison served as Vice Chairman of BancWest Corporation ("BancWest"). Following the completion of the Reorganization Transactions, Mr. Harrison continued to serve as Vice Chairman of BancWest until 2019. Mr. Harrison serves on the board of Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development. He also serves as the Chairman of the Hawaii Medical Service Association. He is a member of the boards of the Hawaii Community Foundation, Hawaii Bankers Association and Hawaii Business Roundtable. Mr. Harrison holds a bachelor's degree in applied mathematics from the University of California, Los Angeles and an M.B.A. from Cornell University.

Mr. Harrison's qualifications to serve on the Board include his operating, management and leadership experience as First Hawaiian Bank's Chairman and Chief Executive Officer, as well as his prior experience as First Hawaiian Bank's President and Chief Operating Officer and as its Chief Risk Officer. Mr. Harrison has extensive knowledge of, and has made significant contributions to, the growth of First Hawaiian and First Hawaiian Bank. Mr. Harrison also brings to First Hawaiian's Board his expertise in the financial services industry generally and in Hawaii in particular.

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~~Matthew J. Cox~~, a member of the Board and the chair of the Compensation Committee of First Hawaiian, has served on the First Hawaiian Bank board of directors since 2014 and the Risk Committee from 2014 to March 2016. He has served as the Chairman of the Board and Chief Executive Officer of Matson, Inc., a public company and leading carrier for ocean transportation services in the Pacific, since 2017, having previously served since 2012 in various roles, including President, Chief Operating Officer and Chief Financial Officer. Mr. Cox brings to the Board of First Hawaiian extensive experience in supervising and performing company financial functions. Prior to joining Matson, Inc. in 2001, he served as Chief Operating Officer and Chief Financial Officer for Distribution Dynamics, Inc., a provider of outsourced logistics, inventory management and integrated information services that is now a division of Anixter Industries, a Fortune 500 public company. Mr. Cox also previously held executive and financial positions with American President Lines, Ltd., a global container transportation company. Mr. Cox serves on the advisory boards of Catholic Charities of Hawaii and the University of Hawaii Shidler College of Business. He served on the board of the Standard Club from 2010 to 2017, the board of Gallo Glass Company, a subsidiary of Gallo Inc., and the Pacific Maritime Association from 2008 to 2012. Mr. Cox holds a bachelor's degree in accounting and finance from the University of California, Berkeley.

As the current Chairman of the Board and Chief Executive Officer of a leading trans-Pacific shipping firm, Mr. Cox offers a wealth of management experience, business understanding and knowledge of the local business community. Additionally, Mr. Cox's experience as the chief executive officer of a publicly traded company has given him front-line exposure to many matters relevant to First Hawaiian.

~~W. Allen Doane~~, a member of the Board, the chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee of First Hawaiian, has served on the board of First Hawaiian Bank since 1999 and the board of BancWest from 2004 to 2006 and from 2012 to 2019, and he has been the chairman of the First Hawaiian Bank audit committee since 2012. As the retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc., a Hawaii public company with interests in, among other things, commercial real estate and real estate development, Mr. Doane brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience. Mr. Doane served as Chief Executive Officer of Alexander & Baldwin, Inc. from 1998 until his retirement in 2010. Prior to joining Alexander & Baldwin, Inc. in 1991, Mr. Doane served as Chief Operating Officer of Shidler Group, a real estate investment organization. He also held executive positions at IU International Corporation, a Philadelphia-based public company, and C. Brewer & Co., Ltd., one of Hawaii's oldest operating companies, which has since been dissolved. He currently serves on the board and audit committee of Alexander & Baldwin, Inc. and on the board and audit committee of Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii. Mr. Doane holds a bachelor's degree from Brigham Young University and an M.B.A. from Harvard Business School.

Mr. Doane's experience leading a large, publicly traded, diversified company focused on ocean transportation and real estate, combined with his experience at First Hawaiian, brings valuable insight to the Board in overseeing a wide range of banking, audit and financial matters.

~~Faye Watanabe Kurren~~, a member of the Board and both the Audit and Corporate Governance and Nominating Committees, served as the President and Chief Executive Officer of Hawaii Dental Service from 2003 until her retirement in November 2014. Prior to that, Ms. Kurren served as the President of Tesoro Hawaii, LLC, a former subsidiary of Andeavor (f/k/a Tesoro Corporation), from 1998 to 2003. She also is a director of Helping Hands Hawaii and is an advisory director of First Insurance Company of Hawaii. She served as the past Chairperson of the Hawaii State Commission on the Status of Women, the University of Hawaii Foundation and the Hawaii State Chapter of the

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American Red Cross. Ms. Kurren holds a law degree from the University of Hawaii, a Masters of Arts in Sociology from the University of Chicago and a Bachelor of Arts in Sociology from Stanford University.

Ms. Kurren's experience as the president and chief executive officer of a major, local healthcare insurance company provides her with extensive experience in an important local industry and provides the Board with expertise in management and corporate governance matters. In addition, having served as the president of the subsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as one of three audit committee financial experts serving on the Audit Committee.

~~Allen B. Uyeda~~, the lead independent director and the chair of both the Corporate Governance and Nominating Committee and the Risk Committee of First Hawaiian, has served on the board of directors and risk committee of First Hawaiian Bank since 2001 and 2012, respectively, and the board and risk committee of BancWest from 2012 to 2019, and he has been the chairman of the First Hawaiian Bank risk committee since 2012. Mr. Uyeda brings to the First Hawaiian Board extensive knowledge of Hawaii and experience in supervising and performing company financial functions. From 1995 to 2014, he was Chief Executive Officer of First Insurance Company of Hawaii, a Honolulu-based property and casualty insurance company that, during the course of Mr. Uyeda's leadership, became a subsidiary of Tokio Marine Holdings, Inc., a multinational insurance holding company listed on the Tokyo Stock Exchange. Previously, Mr. Uyeda served as Vice President and Chief Financial Officer of the Agency and Brokerage Group of Continental Insurance Company, prior to its acquisition by CNA Financial Corporation, a public unified holding company for insurance entities. Mr. Uyeda also has several years of management, financial analyst and project engineering experience with International Paper, a public company with interests in paper-based packaging, paper and pulp industries, and Johnson Controls, Inc., a public company that provides batteries and builds efficiency services. He serves on the boards of The Queen's Health Systems and The Queen's Medical Center and is a Special Advisor to the Oahu Economic Development Board. Mr. Uyeda holds a bachelor's degree in electrical engineering from Princeton University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Mr. Uyeda's experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board.

~~Jenai S. Wall~~, a member of the Board and both the Compensation and Risk Committees, has been Chairman and Chief Executive Officer of Foodland Super Market, Ltd. since 1998. She also serves as Chief Executive Officer of the other entities that comprise the Sullivan Family of Companies, including Food Pantry, Ltd., Kalama Beach Corporation, Pacific Warehouse, Inc., and The Coffee Bean and Tea Leaf Hawaii. Ms. Wall has served on the board of First Hawaiian Bank since August 1, 2018. Ms. Wall serves as a director of Alexander & Baldwin, Inc., a public company. She also serves as Chair of The Queen's Health Systems Board of Trustees and serves on the boards of Servco Pacific, Inc. and 'Iolani School. She earned her bachelor's degree in Mathematics from Wellesley College and master's degree in Business Administration from Columbia University.

Ms. Wall's over 20 years' experience as chief executive officer of Hawaii's largest locally owned supermarket chain and her years of service as a director of a publicly traded real estate company, as well as her substantial involvement on the boards of directors of several prominent Hawaii charitable organizations, have provided her with a wealth of experience in management, business and finance.

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~~C. Scott Wo~~, a member of the Board and both the Audit and Risk Committees, is an Owner of C.S. Wo & Sons, Ltd., his family's home furnishings enterprise founded in 1909, a Partner/Manager of Kunia Country Farms, one of the largest aquaponics farms in the State of Hawaii, and an Adjunct Professor of Management at Columbia Business School in New York City. He currently serves as Investment Committee Chair for the University of Hawaii Foundation, Finance Committee Chair for The Queen's Health System, Finance Committee Chair for the Takitani Foundation and as a director for the Aloha United Way and the American Red Cross Hawaii State Chapter. Dr. Wo holds a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania, an M.B.A. from the Columbia Business School at Columbia University and a Ph.D. in Finance from the Anderson School at UCLA.

Mr. Wo brings entrepreneurial and business-building skills and experience to First Hawaiian through his experience as an owner of a large local furniture business. In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Mr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees.

~~Eric K. Yeaman~~, the President and Chief Operating Officer of First Hawaiian, has been President and Chief Operating Officer of First Hawaiian Bank and a member of the Bank's board of directors since June 2015. From February 2018 to September 2018, he also served as Interim Chief Financial Officer of First Hawaiian and First Hawaiian Bank. Prior to joining First Hawaiian Bank, Mr. Yeaman was the President and Chief Executive Officer of Hawaiian Telcom Holdco, Inc., a telecommunications provider, from 2008 until 2015. Mr. Yeaman's prior experience also includes consulting and audit work from 1989 to 2000 at Arthur Andersen LLP, where he was a Senior Manager. From 2000 until 2003, Mr. Yeaman served as Chief Operating and Financial Officer at Kamehameha Schools, and from 2003 until 2008, he served as Financial Vice President and Chief Financial Officer of Hawaiian Electric Industries Inc., a publicly traded electric utility holding company. He later served as Senior Executive Vice President and Chief Operating Officer of its Hawaiian Electric Company subsidiary. Mr. Yeaman serves on the publicly traded company boards of Alaska Air Group, Inc. and Alexander & Baldwin, Inc., as well as the not-for-profit boards of the Harold K.L. Castle Foundation, the Friends of Hawaii Charities and the First Hawaiian Bank Foundation. Mr. Yeaman holds a Bachelor's in Business Administration degree in accounting from the University of Hawaii at Manoa and is a Certified Public Accountant (not in public practice) in Hawaii.

~~Alan H. Arizumi~~, the Vice Chairman of Wealth Management of both First Hawaiian and First Hawaiian Bank, oversees all areas of the Wealth Management Group, which includes Personal Trust, Private Banking, Wealth Advisory, Institutional Advisory Services, Investment Services, Wealth Management Service Center, Trust Compliance and Bishop Street Capital Management Corporation. At the Bank level, he has overseen the Wealth Management Group since 2013. From 2014 to 2017, he also concurrently oversaw the Consumer Banking Group. Previously, Mr. Arizumi was Executive Vice President of the Bank's Business, Dealer and Card Services Group from 2010 to 2013 and Executive Vice President and Chief Risk Officer of the Bank's Risk Management Group from 2009 to 2010. From 2013 to 2017, he served as the Chairman and Chief Executive Officer of Bishop Street Capital Management Corporation, a subsidiary of the Bank. He also serves on the local boards of Hawaii Community Foundation, Hawaii Youth Symphony, Kuakini Medical Center, Kuakini Health System, McKinley High School Foundation and KCAA Preschools of Hawaii, and he is a special advisor to the Oahu Economic Development Board. Mr. Arizumi holds a bachelor's degree in business administration from the University of Hawaii and is a graduate of the Pacific Coast Banking School.

~~Ravi Mallela~~~~, the Executive Vice President, Chief Financial Officer and Treasurer of First Hawaiian and First Hawaiian Bank, has served in those capacities since September 2018. Prior to~~

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joining First Hawaiian, Mr. Mallela served as Senior Vice President, Head of Finance and Treasury of First Republic Bank, San Francisco, California, since 2013, where he ran the financial planning, treasury and credit risk modeling teams and was responsible for the strategic planning and forecasting process, liquidity and capital management, asset and liability management and stress testing programs. Previously, Mr. Mallela served as Managing Director, Corporate Finance for the Bank of Montreal from 2012 to 2013, where he managed the stress testing and capital management programs for their U.S. banking subsidiary. From 2004 to 2012, Mr. Mallela worked at Wells Fargo Bank in the Treasury group. Mr. Mallela serves on the board of the Blood Bank of Hawaii and is an advisory board member for the Masters in Finance Program at St. Mary's College of California. Mr. Mallela has an MBA from the University of California at Los Angeles and a Bachelor of Science from the University of San Francisco, and he completed the Stanford Executive Program.

~~Lance A. Mizumoto~~, the Vice Chairman and Chief Lending Officer of First Hawaiian and First Hawaiian Bank, rejoined the Bank in January 2017. He was named Chief Lending Officer, Commercial Banking Group, in July 2017 and was appointed to his current position in January 2019. He oversees all areas of the Commercial Banking Group, including Corporate Banking Division, Commercial Real Estate Division and Trade Finance Department. Prior to joining First Hawaiian Bank in 2017, Mr. Mizumoto held a number of management positions at Central Pacific Bank, serving as Vice Chairman, Chief Operating Officer and Chief Risk Officer from September to November 2016, President and Chief Banking Officer from June 2014 to August 2016, Executive Vice President of the Commercial Markets Group from July 2010 to June 2014 and Executive Vice President and Commercial Banking Division Manager from November 2005 to June 2010. Mr. Mizumoto also worked for First Hawaiian Bank in various management roles from 1996 to 2005. He currently serves as a Regent on the Chaminade University Board of Regents and on the board of the Arthritis Foundation of Hawaii. Mr. Mizumoto holds a bachelor's degree in marketing and management from the University of Hawaii at Manoa and an M.B.A. from Chaminade University.

~~Mitchell E. Nishimoto~~, the Vice Chairman and Head of the Retail Banking Group of First Hawaiian, has served in that position since January 2019. He previously served as Executive Vice President and Manager of the Retail Banking Group of First Hawaiian from 2016 until his promotion to his current position. He is responsible for First Hawaiian Bank's 60 branch network in Hawaii, Guam and Saipan. Mr. Nishimoto started his career with First Hawaiian Bank in 1986 as a Management Trainee. He managed branches throughout Maui County from 1988 to 2011, advancing to the position of Senior Vice President and Maui Region Manager from 2006 to 2011. Mr. Nishimoto was Senior Vice President and Kapiolani Region Manager from 2011 to 2014 and Executive Vice President and Chief Risk Officer from 2014 to 2016. He is on the boards of directors of Adventist Health Castle, Japanese Cultural Center of Hawaii, Chamber of Commerce of Hawaii and the Honolulu Firefighters Foundation. Mr. Nishimoto is also a member of the Honolulu Japanese Chamber of Commerce and Japan-America Society of Hawaii. He holds a bachelor's degree in finance from the University of Southern California and is a graduate of the Pacific Coast Banking School.

~~Ralph M. Mesick~~, the Vice Chairman and Chief Risk Officer of First Hawaiian and First Hawaiian Bank, is responsible for the design, implementation and oversight of the Company's risk management strategy and framework. Mr. Mesick previously served as Executive Vice President and Manager of the Bank's Commercial Real Estate Division. Prior to joining the Bank in 2012, he spent over 25 years at Bank of Hawaii, where he was Executive Vice President and managed various business lines and functions. In addition to his over 30 years of experience in the banking industry, Mr. Mesick is active in the community and also serves as a member of the board of directors for the Board of Regents at Chaminade University, the Hawaii Community Reinvestment Corporation, Saint Francis Healthcare Systems, Kapiolani Health Foundation, HomeAid Hawaii and the Diocese of Honolulu Financial Council. He earned an MBA with a concentration in Banking, Finance and Investments from the University of Wisconsin-Madison, graduating Beta Gamma Sigma, and a Bachelor of Business Administration from the University of Hawaii at Manoa and completed the Advanced Risk Management Program at the Wharton School at the University of Pennsylvania.

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BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE

~~Overview~~

Our Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports and audit reports made at Board and committee meetings by our Chief Executive Officer, Chief ~~Operating Officer, Chief~~ Financial Officer, Chief Risk Officer and other officers.

The Board has four standing committees, the principal responsibilities of which are described below under the section entitled "—“— Committees of Our Board of Directors."” Additionally, the directors meet in regularly scheduled executive sessions, without First Hawaiian management (generally other than Mr. Harrison) present, at each regularly scheduled meeting of the Board. ~~An executive session may not occur for a special meeting of the Board called for a specific purpose.~~

Meetings

The Board met ~~nine~~seven times in ~~2018.~~2022. Each member of the Board attended more than 75% of the total number of meetings of the Board and the committees on which he or she served. We strongly encourage, but do not require, the members of our Board to attend annual meetings of our stockholders. ~~Five~~All eight then-serving members of the Board attended our ~~2018~~2021 annual meeting of stockholders.

Director Independence

Our common stock is listed on NASDAQ and, as a result, we are subject to the corporate governance listing standards of the exchange. The NASDAQ corporate governance standards generally require a majority of independent directors on the board of

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directors and fully independent audit, nominating and compensation committees.

Prior to the completion of a secondary offering of our common stock on May 10, 2018 (the "50% Date"), BNPP directly or indirectly owned more than 50% of our outstanding common stock. As a result, prior to the 50% Date, our Company met the NASDAQ definition of a "controlled company" (~~i.e.~~, a company of which more than 50% of the voting power is held by a single entity or group) and elected not to comply with certain of these standards. This status will continue for a 12-month transition phase following such date. During such period, we have the option to not comply with the corporate governance standards of NASDAQ requiring: (1) a majority of independent directors on the Board, (2) a fully independent nominating committee and (3) a fully independent compensation committee. Notwithstanding this transition period, following the resignation of all remaining directors designated to our Board by BNPP on February 12, 2019, we have been in compliance with NASDAQ independence and corporate governance standards.

Our Board consists of ~~seven~~ten directors, ~~six~~nine of whom are independent. A director is independent if the Board affirmatively determines that he or she satisfies the independence standards set forth in the applicable rules of NASDAQ, has no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of Rule 10A-3 of the Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”). The Board has reviewed the independence of our current non-employee directors and has determined that each of Matthew J. Cox, W. Allen Doane, Faye W. Kurren, James S. Moffatt, Kelly A. Thompson, Allen B. Uyeda, Vanessa L. Washington, Jenai S. Wall and C. Scott Wo is an independent director. In determining the independence of its

directors, the Board ~~of Directors~~ considered transactions, relationships and arrangements between the

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Company and its directors, the details of which are not required to be disclosed in this Proxy Statement pursuant to Item 404(a) of Regulation S-K. In addition, in determining the independence of its directors, the Board ~~of Directors~~ considered that certain businesses in which Ms. Wall and her spouse have a material interest, particularly Foodland Super Market, Ltd., as well as certain businesses in which Mr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, have loans that were made by the Bank in the ordinary course of business, 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 lender, and that did not involve more than the normal risk of ~~collectibility~~collectability or present other unfavorable features.

Board Leadership Structure and Qualifications

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

We believe that our directors should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all stockholders.

	Lead Independent Director
				Allen B. Uyeda

Diversity is an important factor in our consideration of potential and incumbent directors. Our Corporate Governance and Nominating Committee considers a number of demographics and other factors, including race, gender identity, ethnicity, sexual orientation, culture, nationality and work experiences, seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise. Among other factors, our Corporate Governance and Nominating Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. Diversity is also considered as part of the annual Board evaluation.

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When considering potential director candidates, our Board also considers the ~~candidate's~~ candidate’s:

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character,

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judgment, ~~diversity,~~

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skills, including financial literacy, and

•

experience in the context of our needs and those of the Board.

The corporate governance guidelines of our Board provide that the Board may, in its sole discretion, designate one of the independent directors as its lead director to preside over meetings of the Board held in the absence of any director who is also an executive officer and to have such additional responsibilities and authority as the Board may direct from time to time.

Currently, Robert S. Harrison serves as our Chief Executive Officer and President and as the Chairman of our Board, and Allen B. Uyeda has been designated to serve as the lead independent director of our Board.

Our Chief Executive Officer is generally in charge of our business affairs, subject to the overall direction and supervision of the Board and its committees, and is the only member of our management

team that serves on the Board. Our Board believes that combining the roles of Chairman of the Board and Chief Executive Officer and appointing a lead independent director is the most effective board leadership structure for us and that it provides an effective balance of strong leadership and independent oversight. Having one individual serve as both Chief Executive Officer and Chairman contributes to and enhances the ~~Board's~~Board’s efficiency and effectiveness, as the Chief Executive Officer is generally in the best position to inform our independent directors about our operations, the competitive market and other challenges facing our business. Our Board believes that the Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board for many reasons as he is closest to many facets of our business and has frequent contact with our customers, regulators and other stakeholders in our business. The Board believes that combining the roles of Chief Executive Officer and Chairman of the Board also promotes timely communication between management and the Board on critical matters, including strategy, business results and risks, because of Mr. ~~Harrison's~~Harrison’s direct involvement in the strategic and day-to-day management of our business.

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Committees of Our Board of Directors

The standing committees of our Board consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these committees are described below. Our Board may also establish various other committees to assist it in its responsibilities.

The following table summarizes the current membership of the Board and each of its committees:

Committee Membership

Name

Independent(1)

Audit

Compensation

Corporate
Governance and
Nominating

Risk

Matthew J. Cox(2)

W. Allen Doane

Robert S. Harrison

Faye W. Kurren

James S. Moffatt

Kelly S. Thompson

Allen B. Uyeda

Jenai S. Wall(2)

Vanessa L. Washington

C. Scott Wo

Chairman of the Board

Committee Chair

Committee Member

Lead Independent Director

Audit Committee financial expert

(1)

“Independent” under NASDAQ listing standards.

(2)

Mr. Matthew J. Cox and Ms. Jenai S. Wall have notified us of their decisions not to stand for reelection at the Annual Meeting. Mr. Cox and Ms. Wall will continue to serve as directors until the expiration of their terms at the Annual Meeting.

Committee Charters and our other governance documents are available at:
ir.fhb.com/corporate-governance/highlights.

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MEMBERS • W. Allen Doane • Faye W. Kurren • C. Scott Wo All members of the Audit Committee are independent under NASDAQ listing standards. All members of the Audit Committee are “audit committee financial experts.” CHARTER The Audit Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Audit Committee	Meetings in 2021:5
	OVERVIEW The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of: • the integrity of our financial statements and regulatory reporting; • our compliance with legal and regulatory requirements; • the appointment, dismissal, compensation, qualifications and independence of our independent auditors; • the performance of our internal audit function and independent auditors; • our systems of disclosure controls and procedures, as well as our internal controls over financial reporting; and • our compliance with our ethical standards.
	KEY RESPONSIBILITIES • Appoints, oversees and determines the compensation of our independent auditors; • Reviews and discusses our financial statements and the scope of our annual audit to be conducted by our independent auditors and approves all audit fees; • Reviews and discusses our financial reporting activities, including our annual report, and the accounting standards and principles followed in connection with those activities; • Pre-approves audit and non-audit services provided by our independent auditors; • Meets with management and our independent auditors to review and discuss our financial statements and financial disclosure; • Establishes and oversees procedures for the treatment of complaints regarding accounting and auditing matters; • Reviews the scope and staffing of our internal audit function and our disclosure and internal controls; and • Monitors our legal, ethical and regulatory compliance.
	QUALIFICATIONS Pursuant to the Audit Committee’s charter, the Audit Committee must: • consist of at least three members, all of whom are required to be “independent” under the listing standards of NASDAQ and meet the requirements of Rule 10A-3 of the Exchange Act; and • include at least one “audit committee financial expert.”
	AUDIT COMMITTEE REPORT The Audit Committee Report is on pages 72-73 of this proxy statement.

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MEMBERS • Matthew J. Cox(1) • Allen B. Uyeda • Jenai S. Wall(1) • Vanessa L. Washington All members of the Compensation Committee are independent under NASDAQ listing standards. CHARTER The Compensation Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Compensation Committee	Meetings in 2021: 6 Meetings to date in 2022: 2
	OVERVIEW The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors.
	KEY RESPONSIBILITIES • Reviews and approves our compensation programs and incentive plans, including those for our executive officers; • Reviews our overall compensation philosophy; • Prepares our Compensation Committee report, reviews and discusses with management our compensation discussion and analysis and recommends its inclusion in our annual proxy statement or report; • Reviews and approves director compensation and recommends to the Board any changes thereto; • Reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer; and • Oversees, in consultation with management, regulatory compliance with respect to compensation matters.
	QUALIFICATIONS Pursuant to the Compensation Committee’s charter and NASDAQ rules, the Compensation Committee must: • consist of at least two members, and, • except under exceptional and limited circumstances, must consist solely of independent directors.
	COMPENSATION COMMITTEE REPORT The Compensation Committee Report is on page 60 of this proxy statement.

(1)

Mr. Cox and Ms. Wall have notified us of their decisions not to stand for reelection at the Annual Meeting. Mr. Cox and Ms. Wall will continue to serve as directors until the expiration of their terms at the Annual Meeting.

Outside Compensation Consultant Services

For 2021, the Compensation Committee retained the services of Pay Governance LLC as an independent outside compensation consultant (“Pay Governance”) to perform a competitive assessment of First Hawaiian’s executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing executive compensation consulting services.

For more information about the role of Pay Governance as an independent outside compensation consultant, see “Executive

Compensation—Compensation Discussion and Analysis—Compensation Governance Process—Role of the Compensation Consultant and Independence.”

Our Chief Executive Officer, in conjunction with members of the Compensation Committee and the Executive Vice President, Human Resources develops recommendations regarding the appropriate mix and level of compensation for our NEOs (other than himself) while considering the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other NEOs. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.

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Compensation Committee Interlocks and Insider Participation

or has served as a member of the Board, Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

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MEMBERS • Allen B. Uyeda • W. Allen Doane • Faye W. Kurren All members of the Corporate Governance and Nominating Committee are independent under NASDAQ listing standards. CHARTER The Corporate Governance and Nominating Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Corporate Governance and Nominating Committee	Meetings in 2021: 4
	OVERVIEW The Corporate Governance and Nominating Committee is responsible for: • ensuring an effective and efficient system of corporate governance by clarifying the roles of our Board and its committees; • identifying, evaluating and recommending to our Board candidates for directorships; • reviewing and making recommendations with respect to the size and composition of our Board; and reviewing and overseeing our corporate governance guidelines and for making recommendations to our Board concerning governance matters.
	KEY RESPONSIBILITIES • Identifies individuals qualified to be directors consistent with our corporate governance guidelines and evaluates and recommends director nominees for approval by our Board; • Reviews Board committee assignments and makes recommendations to our Board concerning the structure and membership of Board committees; • Annually reviews our corporate governance guidelines and recommends any changes to our Board; and • Assists management with the preparation of the disclosure in our annual proxy statement regarding director independence and the operations of the Corporate Governance and Nominating Committee.
	QUALIFICATIONS Pursuant to the Corporate Governance and Nominating Committee’s charter, the Corporate Governance and Nominating Committee must consist of at least three members, all of whom are independent under NASDAQ rules.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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CORPORATE GOVERNANCE AND BOARD MATTERS

MEMBERS • Allen B. Uyeda • James S. Moffatt • Kelly A. Thompson • Jenai S. Wall(1) • Vanessa L. Washington • C. Scott Wo All members of the Risk Committee are independent under NASDAQ listing standards. CHARTER The Risk Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations section.		Risk Committee	Meetings in 2021: 4
	OVERVIEW The Risk Committee assists the Board in fulfilling its responsibilities for oversight of our enterprise-wide risk management framework, including reviewing our overall risk appetite, risk management strategy and policies and practices established by management to identify and manage the risks we face.
	KEY RESPONSIBILITIES • Reviews and approves our risk management framework, including a clearly articulated risk appetite statement; • Oversees significant credit policies and reviews and approves major changes to them; • Oversees significant policies and practices governing the management of market risk; • Annually approves the acceptable level of liquidity risk that we may assume in connection with our operating strategies; • Reviews consolidated reports on operational risk, including, to the extent available, key risk indicators; • Provides oversight responsibility and accountability for capital planning, and oversees and approves significant capital policies; • Reviews and approves the policies and procedures for stress testing processes; and • Evaluates and discusses summary information about stress test results to ensure that the stress tests are consistent with our risk appetite and overall business strategy.
	QUALIFICATIONS Pursuant to the Risk Committee’s charter, the Risk Committee must: • consist of at least three members, a majority of whom must not currently be employees at the Company or the Bank.

(1)

Ms. Wall notified us of her decision not to stand for reelection at the Annual Meeting. Ms. Wall will continue to serve as a director until the expiration of her term at the Annual Meeting.

Board Oversight of Risk Management

Our Board believes that effective risk management and control processes are critical to to:

•

our safety and soundness,

•

our ability to predict and manage the challenges that we face, and

•

ultimately, our

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long-term corporate success. Our Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face.

The Risk Committee of our Board oversees our enterprise-wide risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our Risk Committee also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by our Board. The Audit Committee of our Board is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting), reviewing and discussing generally the identification, assessment, management and control of our risk exposures on an enterprise-wide basis and engaging as appropriate with our Risk Committee to assess our enterprise-wide risk framework. The Compensation Committee has primary responsibility for risks and exposures associated with our compensation policies, plans and practices regarding both executive compensation and the compensation structure generally. In particular, our Compensation Committee, in conjunction with our Chief Executive Officer and Chief Risk Officer and other members of our management as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Corporate Governance and Nominating Committee oversees risks associated with the independence of our Board.

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

The role of our Board in our risk oversight is consistent with our leadership structure, with our

Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

~~Committees of Our Board of Directors~~

The standing committees of our Board were organized in April 2016 in connection with our IPO and consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these committees are described

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~~below. Our Board may also establish various other committees to assist it in its responsibilities. The following table summarizes the current membership of the Board and each of its committees:~~

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors

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

~~Director Name~~

~~Audit~~
~~Committee~~

~~Corporate~~
~~Governance &~~
~~Nominating~~
~~Committee~~

~~Compensation~~
~~Committee~~

~~Risk~~
~~Committee~~

Audit Committee

Compensation Committee

The Audit Committee is responsible for overseeing:

•

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

•

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

•

the performance of the Company’s internal audit function.

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

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

Matthew J. Cox*

~~Chair~~

Corporate Governance
and Nominating Committee

Risk Committee

The Corporate Governance and Nominating Committee oversees:

•

risks associated with the independence of our Board.

•

Board and committee composition and functioning

The Risk Committee of our Board:

•

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

•

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

•

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

Senior Management

W. Allen Doane*

~~Chair~~

~~Member~~

Our senior management is responsible for:

•

implementing and reporting to our Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis; and

•

creating and recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

~~Robert S. Harrison~~

Faye W. Kurren*

~~Member~~

Allen B. Uyeda*

~~Chair~~

~~Member~~

~~Chair~~

Jenai S. Wall*

~~Member~~

C. Scott Wo*

~~Member~~

*: ~~"Independent" under NASDAQ listing standards.~~

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~~Audit Committee.~~ The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of our financial statements and regulatory reporting, our compliance with legal and regulatory requirements, our independent auditors' qualifications and independence and the performance of our internal audit function and independent auditors. Among other things, the Audit Committee:

•: ~~appoints, oversees and determines the compensation of our independent auditors;~~
•: ~~reviews and discusses our financial statements and the scope of our annual audit to be conducted by our independent auditors and approves all audit fees;~~
•: ~~reviews and discusses our financial reporting activities, including our annual report, and the accounting standards and principles followed in connection with those activities;~~
•: ~~pre-approves audit and non-audit services provided by our independent auditors;~~
•: ~~meets with management and our independent auditors to review and discuss our financial statements and financial disclosure;~~
•: ~~establishes and oversees procedures for the treatment of complaints regarding accounting and auditing matters;~~
•: ~~reviews the scope and staffing of our internal audit function and our disclosure and internal controls; and~~
•: ~~monitors our legal, ethical and regulatory compliance.~~

Pursuant to the Audit Committee's charter and the terms of the Stockholder Agreement, the Audit Committee must consist of at least three members, all of whom are required to be "independent" under the listing standards of NASDAQ and meet the requirements of Rule 10A-3 of the Exchange Act. The Audit Committee also must include at least one "audit committee financial expert." Currently, our Audit Committee members are W. Allen Doane (chair), Faye W. Kurren and C. Scott Wo, each of whom has been determined by the Board to be "independent" under the listing

CORPORATE GOVERNANCE AND BOARD MATTERS

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~~standards of NASDAQ and to meet the requirements of Rule 10A-3 of the Exchange Act, and all of whom serve as "audit committee financial experts."~~

The Audit Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Audit Committee met five times in 2018.

~~Compensation Committee.~~ ~~The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors. Among other things, the Compensation Committee:~~

•: ~~reviews and approves our compensation programs and incentive plans, including those for our executive officers;~~
•: ~~reviews our overall compensation philosophy;~~
•: ~~prepares our Compensation Committee report, reviews and discusses with management our compensation discussion and analysis and recommends its inclusion in our annual proxy statement or report;~~
•: ~~reviews and approves director compensation and recommends to the Board any changes thereto;~~
•: ~~reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer; and~~
•: ~~oversees, in consultation with management, regulatory compliance with respect to compensation matters.~~

Pursuant to NASDAQ rules, the Compensation Committee must consist of at least two members, and, on the date one year after the date that BNPP ceases to beneficially own at least 50% of our outstanding common stock, which occurred on May 10, 2018, the committee must consist solely of independent directors. Currently, our Compensation Committee members are Matthew J. Cox (Chair), Allen B. Uyeda and Jenai S. Wall, each of whom has been determined by the Board to be "independent" under the listing standards of NASDAQ.

The Compensation Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Compensation Committee met eight times in 2018. As of the date of this Proxy Statement, the Compensation Committee has met three times in 2019 to make certain determinations with respect to 2018 compensation.

For 2018, the Compensation Committee retained the services of Pay Governance LLC as an independent outside compensation consultant ("Pay Governance") to perform a competitive assessment of First Hawaiian's executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. Pay Governance provides the Company with annual executive and director assessments that include, but are not limited to, an assessment of First Hawaiian's financial performance relative to its peers, an assessment of First Hawaiian's compensation program compared to its peers, recommendations for total cash compensation (base salary and cash incentives), a review of equity compensation, assessment of perquisites, retirement benefits and bonuses for NEOs, and a review of Board and committee compensation. The

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annual executive and director compensation assessments provide Pay Governance with a broad array of information from which to assess the effectiveness of its compensation programs and serve as a foundation for compensation decisions.

In addition to providing annual assessments, Pay Governance advises the Compensation Committee on best practices in light of the changes in bank regulations applicable to the Company or the Bank, assists in developing a relevant peer group for use in the executive and director market assessments and provides guidance to the Compensation Committee regarding the design of compensation arrangements that reflect First Hawaiian's compensation philosophy.

Pay Governance attends the Compensation Committee meetings upon request to review compensation data and participate in general discussions on compensation and benefits for the NEOs and Board members. While the Compensation Committee considers input from Pay Governance when making compensation decisions, the Compensation Committee's final decisions reflect many factors and considerations.

The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing executive compensation consulting services. For more information about the role of Pay Governance as an independent outside compensation consultant, see "~~Compensation Discussion and Analysis—Role of the Compensation Consultant and Independence~~."

Our Chief Executive Officer, in conjunction with members of the Compensation Committee and the Human Resources Division, develops recommendations regarding the appropriate mix and level of compensation for our NEOs (other than himself). The recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other NEOs. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.

~~Corporate Governance and Nominating Committee.~~ The Corporate Governance and Nominating Committee is responsible for ensuring an effective and efficient system of corporate governance for First Hawaiian by clarifying the roles of our Board and its committees; identifying, evaluating and recommending to our Board candidates for directorships; and reviewing and making recommendations with respect to the size and composition of our Board. In addition, the Corporate Governance and Nominating Committee is responsible for reviewing and overseeing our corporate governance guidelines and for making recommendations to our Board concerning governance matters. Among other things, the Corporate Governance and Nominating Committee:

•: ~~identifies individuals qualified to be directors consistent with our corporate governance guidelines and evaluates and recommends director nominees for approval by our Board;~~
•: ~~reviews Board committee assignments and makes recommendations to our Board concerning the structure and membership of Board committees;~~
•: ~~annually reviews our corporate governance guidelines and recommends any changes to our Board; and~~
•: ~~assists management with the preparation of the disclosure in our annual proxy statement regarding director independence and the operations of the Corporate Governance and Nominating Committee.~~

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Pursuant to the Corporate Governance and Nominating Committee's charter, the Corporate Governance and Nominating Committee must consist of at least three members. Pursuant to NASDAQ rules, on the date one year after BNPP ceases to be beneficial owner of at least 50% of our outstanding common stock, which occurred on May 10, 2018, the committee will consist solely of independent directors. Currently, our Corporate Governance and Nominating Committee members are Allen B. Uyeda (chair), W. Allen Doane and Faye W. Kurren, each of whom has been determined by the Board to be "independent" under the listing standards of NASDAQ.

The Corporate Governance and Nominating Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Corporate Governance and Nominating Committee met four times in 2018.

~~Risk Committee.~~ The Risk Committee assists the Board in fulfilling its responsibilities for oversight of our enterprise-wide risk management framework, including reviewing our overall risk appetite, risk management strategy, and policies and practices established by our management to identify and manage risks we face. Among other things, the Risk Committee, subject to the terms of the Stockholder Agreement:

•: ~~reviews and approves our risk management framework, including a clearly articulated risk appetite statement;~~
•: ~~oversees significant credit policies and reviews and approves major changes to them;~~
•: ~~oversees significant policies and practices governing the management of market risk;~~
•: ~~annually approves the acceptable level of liquidity risk that we may assume in connection with our operating strategies;~~
•: ~~reviews consolidated reports on operational risk, including, to the extent available, key risk indicators;~~
•: ~~provides oversight responsibility and accountability for capital planning and oversee and approves significant capital policies;~~
•: ~~reviews and approves the policies and procedures of the stress testing processes; and~~
•: ~~evaluates and discusses summary information about stress test results to ensure that the stress tests are consistent with our risk appetite and overall business strategy.~~

Pursuant to the Risk Committee's charter, the Risk Committee must consist of at least four members. In February 2019, Michel Vial and Gérard Gil, each a BNPP designee to our Board, resigned from our Board and the Risk Committee. Currently, our Risk Committee members are Allen B. Uyeda (chair), Jenai S. Wall and C. Scott Wo.

~~The Risk Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The Risk Committee met four times in 2018.~~

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~~Compensation Committee Interlocks and Insider Participation~~

No member of our Compensation Committee is or has been one of our officers or employees, and none will have any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board, Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Corporate Governance Guidelines and Code of Conduct and Ethics

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CORPORATE GOVERNANCE AND BOARD MATTERS

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

(1)

Increased from $30,000 effective October 20, 2021.

We also reimburse all directors ~~as addressed.~~

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~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,~~
~~DIRECTORS AND MANAGEMENT~~

~~The following table sets forth information, based on data provided to us or filed~~for reasonable out-of-pocket expenses incurred in connection with the ~~Securities~~performance of their duties as directors.

Our Board adopted the First Hawaiian, Inc. 2016 Non-Employee Director Plan in 2016 and ~~Exchange Commission (the "SEC"), with respect~~amended and restated such plan effective April 21, 2021. Equity awards granted to ~~beneficial ownership~~date under this plan have been in the form of restricted stock units that vest and settle in shares of our common stock aswithin a period of March 13, 2019 for (i) all persons known by us to own beneficially more than 5% of our outstanding common stock, (ii) each of our NEOs, (iii) each of our directors and (iv) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance withtime after the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise indicated, the address for each stockholder listed below is c/o First Hawaiian, Inc., 999 Bishop Street, Honolulu, Hawaii 96813.

Name and Address of Beneficial Owner

Number of Shares
Beneficially
Owned⁽¹³⁾

Percent of
Class⁽¹⁴⁾

Greater than 5% Stockholders

FMR LLC⁽¹⁾
245 Summer Street
Boston, Massachusetts 02210
12,125,199                     9.0%
The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
9,801,009                     7.3
American Century Investment Management, Inc.⁽³⁾
American Century Companies, Inc.
Stowers Institute for Medical Research
4500 Main Street, 9th Floor
Kansas City, Missouri 64111
7,172,160                     5.3
Directors and Named Executive Officers

Robert S. Harrison⁽⁴⁾
73,477                     *
Matthew J. Cox⁽⁵⁾
11,132                     *
W. Allen Doane⁽⁵⁾
46,132                     *
Faye W. Kurren⁽⁶⁾
5,000                     *
Allen B. Uyeda⁽⁵⁾
10,132                     *
Jenai S. Wall⁽⁶⁾
1,500                     *
C. Scott Wo⁽⁶⁾
50,000                     *
Alan H. Arizumi⁽⁷⁾
17,839                     *
Michael H.F. Ching⁽⁸⁾
7,673                     *
Ravi Mallela⁽⁹⁾
–                     –
Lance A. Mizumoto⁽¹⁰⁾
970                     *
Mitchell E. Nishimoto⁽¹¹⁾
13,577                     *
Eric K. Yeaman⁽¹²⁾
51,907                     *
Directors and executive officers as a group (13 persons)
298,715                     *

*: ~~Less than 1%.~~
~~(1)~~: Based solely upon information contained in the Schedule 13G filed by FMR LLC with the SEC on February 13, 2019, wherein FMR LLC reported sole voting power as to 345,005 shares of common stock and sole dispositive power as to 12,125,199 shares of common stock.
~~(2)~~: Based solely upon information contained in the Schedule 13G filed by The Vanguard Group with the SEC on February 11, 2019, wherein The Vanguard Group reported sole voting power as to 48,390 shares of common stock, shared voting power as to 15,227 shares of common stock, sole dispositive power as to 9,748,536 shares of common stock and shared dispositive power as to 52,473 shares of common stock.

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~~(3)~~: Based solely upon information contained in the Schedule 13G filed by American Century Investment Management, Inc., American Century Companies, Inc. and Stowers Institute for Medical Research (collectively, the "American Century Entities") with the SEC on February 11, 2019, wherein each of the American Century Entities reported sole voting power as to 6,955,330 shares of common stock and sole dispositive power as to 7,172,160 shares of common stock.
~~(4)~~: Excludes 6,784 shares of common stock underlying performance share units granted in connection with the IPO and 68,775 shares of common stock underlying performance share units that were granted under the First Hawaiian, Inc. Long Term Incentive Plan (the "LTIP"), which are each subject to vesting. For a discussion of these awards, see "~~Compensation Discussion and Analysis—Long-Term Incentive Plan~~~~" and "~~~~Executive Compensation—Summary Compensation Table—Long-term Incentive Plan Awards~~."
~~(5)~~: Amounts shown include 1,944 shares of common stock deemed to be beneficially owned by each of Messrs. Cox, Doane and Uyeda in connection with awards of restricted stock units that will vest within 60 days of March 13, 2019. For a discussion of these awards, see "~~Director Compensation—Narrative Disclosure to 2018 First Hawaiian Director Compensation Table~~."
~~(6)~~: Excludes 1,417, 1,417 and 1,189 shares of common stock awarded to Directors Kurren, Wall and Wo, respectively, which shares underlie restricted stock units that will vest on the earlier of (a) August 1, 2019 in the case of Mses. Kurren and Wall and October 24, 2019 in the case of Dr. Wo and (b) a change in control of First Hawaiian, Inc.,grant date, subject to continued service on(or upon an earlier change in control). Awards were granted in 2021 to reflect service as a director for each director’s term as director commencing upon

election at the ~~First Hawaiian, Inc.~~2021 annual meeting of stockholders and expiring at the Annual Meeting, except that Directors Moffatt and Thompson, who joined the Board of Directors ~~through~~on July 14, 2021, received a pro rated award reflecting the ~~vesting date, and will settle in~~portion of the 2021-2022 term that each is expected to serve. For 2021, we granted 2,585 shares of ~~common stock on a one-for-one basis within 30 days of vesting. For a discussion of these awards, see "~~~~Director Compensation—Narrative Disclosure to 2018 First Hawaiian Director Compensation Table~~."

~~(7)~~

Excludes 2,610 shares of common stock underlying performance share units granted in connection with the IPO and 15,951 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "~~Compensation Discussion and Analysis—Long-Term Incentive Plan~~~~" and "~~~~Executive Compensation—Summary Compensation Table—Long-term Incentive Plan Awards~~." Includes 250 shares of common stock owned by Mr. Arizumi's wife and 751 shares of common stock deemed to be beneficially owned by Mr. Arizumi's wife in connection with vested performance share unit awards for the 2016-2018 LTIP performance cycle that will settle in shares of common stock within 60 days of March 13, 2019. Amount shown excludes 2,260 shares of common stock underlying performance share units that were granted to Mr. Arizumi's wife under the LTIP, which shares are subject to vesting. Mr. Arizumi disclaims beneficial ownership of shares beneficially owned or deemed to be beneficially owned by his wife.

~~(8)~~

Mr. Ching resigned from his positions as Executive Vice President, Chief Financial Officer and Treasurer of the Company in January 2018. Mr. Ching's address is Harbor Court C-120, 55 Merchant Street, Suite 1900, Honolulu, Hawaii 96183.

~~(9)~~

~~Excludes 34,295 shares of~~our common stock underlying restricted ~~share~~stock units ~~granted in connection with the commencement~~to each of ~~Mr. Mallela's employment~~Directors Cox, Doane, Kurren, Uyeda, Wall, Washington and ~~29,871~~Wo and 1,872 shares of our common stock underlying ~~performance share~~restricted stock units ~~that were granted under the LTIP, which are~~to each ~~subject to vesting. For a discussion~~ of ~~these awards, see "~~~~Compensation Discussion~~Directors Moffatt and ~~Analysis—Long Term Incentive Plan~~~~" and "~~~~Executive Compensation—Summary Compensation Table—Long-term Incentive Plan Awards~~."

~~(10)~~

~~Excludes 11,136 shares of common stock underlying performance share units that were granted under the LTIP, which are subject to vesting. For a discussion of these awards, see "~~~~Compensation Discussion and Analysis—Long-Term Incentive Plan~~~~" and "~~~~Executive Compensation—Summary Compensation Table—Long-term Incentive Plan Awards~~."

~~(11)~~

Excludes 2,610 shares of common stock underlying performance share units granted in connection with the IPO and 10,188 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "~~Compensation Discussion and Analysis—Long-Term Incentive Plan~~~~" and "~~~~Executive Compensation—Summary Compensation Table—Long-term Incentive Plan Awards~~."

~~(12)~~

Excludes 3,913 shares of common stock underlying performance share units granted in connection with the IPO and 45,358 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "~~Compensation Discussion and Analysis—Long-Term Incentive Plan~~~~" and "~~~~Executive Compensation—Summary Compensation Table—Long-term Incentive Plan Awards~~."

~~(13)~~

Includes 24,348, 16,255, 6,656, 2,961 and 53,814 shares of common stock deemed to be beneficially owned by Messrs. Harrison, Yeaman, Arizumi and Nishimoto and by all directors and executive officers as a group, respectively, in connection with vested performance share unit awards for the 2016-2018 LTIP performance cycle that will settle in shares of common stock within 60 days of March 13, 2019.

~~(14)~~

~~Based on 134,874,302 shares of First Hawaiian common stock outstanding as of March 13, 2019.~~

Thompson.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Executive Summary~~

~~Business Performance~~

~~The highlights~~

Stock Ownership Guidelines for Non-Employee Directors

To ensure alignment of interests of our ~~performance~~non-employee directors with those of our stockholders, we adopted stock ownership guidelines. All non-employee directors are currently in ~~2018, which provide context~~compliance or within their window for ~~our compensation program, include:~~

compliance with these guidelines. The guidelines are as follows:

~~Net Income~~

Core Net Income*

~~Return on~~
~~Average Total~~
~~Stockholders'~~
~~Equity~~

~~Core Return on~~
~~Average Tangible~~
~~Stockholders'~~
Equity*

Position

~~$264.4 million~~

$286.7 million*

~~10.76%~~

19.61%*

Stock Ownership Requirement

~~Increased 43.9%~~

~~Increased 24.4%~~

~~Increased by 352 basis points~~

~~Increased by 468 basis points~~

~~Loan and Lease~~
~~Growth~~

~~Efficiency Ratio /~~
~~Core Efficiency~~
Ratio*

~~Tier 1 Capital~~

~~Net Charge-Offs~~
~~to Average Total~~
~~Loans and~~
~~Leases~~

Compliance Period

Non-employee directors

5x annual cash retainer

The later of five years
from joining the
Board or October 20, 2026.

~~6.5%~~

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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EXECUTIVE COMPENSATION

PROPOSAL 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

48.96% / 46.59%*

Advisory Vote on the Compensation of our Named Executive Officers

Proposal

~~11.97%~~•

We are asking stockholders to approve the compensation of the named executive officers, as discussed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

The Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation paid to our named executive officers.

As required by federal securities laws, we are providing our stockholders with the opportunity to vote on an advisory basis on the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to endorse or not endorse our executive pay program and policies. The Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions

expressed by stockholders and will consider, among other things, the outcome of the vote when making future compensation decisions for our executive officers.

As described in the “Compensation Discussion and Analysis” included in this Proxy Statement, our executive compensation program provides a mix of salary, incentives and benefits and is designed to support the Company’s long-term success by achieving the following objectives:

~~0.14%~~1.

PERFORMANCE
FOCUS

Establishes appropriate, yet challenging, performance goals for our incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance

RISK
MANAGEMENT

Encourages sustainable performance over time and discourages excessive risk-taking

~~Maintained high growth~~

BALANCE

~~Maintained expense discipline~~

Utilizes incentive plan components that are quantitative and linked to stockholder return and financial results and are balanced by key individual performance objectives qualitatively evaluated by our Compensation Committee

~~Excess~~

COMPETITIVE

Provides a competitive pay program that is forward-looking and that will attract and retain high-quality executives who can produce outstanding results for the Company

STEWARDSHIP

Focuses on the performance of ~~well-capitalized~~the Company as a whole, as well as individual goals, while promoting our culture and rewarding adherence to our risk framework

We urge stockholders to read the “Compensation Discussion and Analysis” and the related narrative and tabular compensation disclosure included in this Proxy Statement. The “Compensation Discussion and Analysis” provides detailed information regarding our executive compensation program and policies

and procedures, as well as the compensation of our named executive officers.

Our Board believes that our current executive compensation program appropriately links compensation realized by our executive officers to our performance and properly aligns the interests of our executives with those of our stockholders.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

~~Exceptional credit quality~~

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Required Vote

Adoption of an advisory resolution approving the compensation of the named executive officers as disclosed in this Proxy Statement requires the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Our Board recommends that stockholders vote in favor of the following resolution:

“Resolved, that our stockholders approve, on an advisory basis, the compensation of our Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion disclosed in this proxy statement.”

Our Board recommends a vote FOR our executive compensation (an advisory, non-binding “say-on-pay” resolution).

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis (“CD&A”) describes the 2021 compensation program for our Named Executive Officers (“NEOs”). The CD&A provides an overview of our NEO pay programs and policies, the robust oversight provided by our Compensation Committee and the process by which the Committee, management, and the Company’s independent advisors collaborate to support the Committee goals.

NAMED EXECUTIVE OFFICERS

Our 2021 NEOs were:

ROBERT S.
HARRISON

RAVI MALLELA

ALAN H.
ARIZUMI

LANCE A.
MIZUMOTO

RALPH M.
MESICK

MITCHELL E.
NISHIMOTO

Chairman, President and Chief Executive Officer

Former Executive
Vice President
and Chief Financial Officer,
Finance Group

Vice Chairman, Wealth Management Group

Vice Chairman and Chief Lending Officer, Wholesale Banking Group

Vice Chairman and Chief Risk Officer, Risk Management Group

Former Vice Chairman and Head of Retail Banking Group

A brief biography of each person who serves as an executive officer of First Hawaiian, other than Mr. Harrison, is set forth beginning on page 74. For information about Mr. Harrison, please see his biography in the “Corporate Governance and Board Matters―Director Nominees” section on page 16 of this proxy statement.

2021 Business Performance

•

During the summer, before the COVID-19 omicron variant emerged, Hawaii saw a strong rebound in tourism, leading to increased economic activity.

•

Asset quality remained strong, and we saw a significant increase in profitability, as net income increased by $80.0 million or 43% year over year.

Represents a non-GAAP measure. Please see Annex A for an explanation and reconciliation.

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Capital Highlights

•

We are committed to remaining well capitalized while returning excess capital to our stockholders.

•

In January 2022, we announced that the Board of Directors adopted a stock repurchase program for up to $75.0 million during 2022.*

12.24%

$134.1M

$75.0M

Common Equity Tier 1 capital ratio at December 31, 2021

In dividend payments; maintained quarterly dividend at $0.26 per share

Common stock repurchased during 2021

The timing and amount of share repurchases are influenced by various internal and external factors.

Navigating the COVID-19 Pandemic

The global health crisis created by the COVID-19 pandemic presented unprecedented challenges and volatility in the economic and business environment during the majority of 2020, carrying into 2021. Since the declaration of the global pandemic, we have been focused on our business and human response to the crisis—managing and operating our business as seamlessly as possible, and supporting our employees, customers and communities as we weathered the crisis together.

As a Hawaii-based financial institution, a healthy economy is critical to our business as it is for all

banks across the country. Hawaii achieved one of the highest vaccination rates in the country, and with tourism being the primary driver of revenue for our local economy, we are seeing visitors return and businesses re-opening.

	For Our Employees:
	• Just as we did in 2020, we maintained our workforce without the need for any furloughs or layoffs. Providing work, life and health-related support for our employees continues to be a top priority. Ranked as Hawaii’s top bank by Forbes magazine, First Hawaiian also offers exceptional support for career growth. The company provides a generous benefits package, award-winning professional development programs and flexible work schedules, ensuring that employees are provided with the opportunities they need to have a rewarding experience.

	For Our Customers:
	• To support and help our local businesses survive, in 2020 we implemented the US Treasury’s Paycheck Protection Program (the “PPP”). During 2020 and 2021, we originated approximately 10,000 PPP loans, totaling $1.4 billion. During 2021, we supported many of our customers through the forgiveness process, and, at December 31, 2021, only approximately 1,000 PPP loans, totaling $222 million, remained outstanding.
	• Many of the branches we closed during 2020 we were able to reopen, with 19 branches coming back online in 2021. We continue to maintain social distancing at all our facilities, as well as workplace sanitization practices.

	For Our Community:
	• FHB Foundation grants, along with employee donations, helped to alleviate hardships felt throughout our island communities. In 2020, philanthropic contributions of $5.77 million were made to over 200 charities in Hawaii, Guam and Saipan from First Hawaiian Bank, the FHB Foundation and our Kokua Mai employee giving campaign.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

*: ~~Represents~~

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Despite the ongoing business disruptions from COVID-19, we have maintained a healthy balance sheet and strong asset quality, and we are well positioned for interest rate increases. We continue

to serve as a source of strength for our communities and customers and believe we can prosper in the short- and long-term.

2021 Compensation Summary

	Annual Bonus Plan
	2021 Metrics			• 50% Core Net Income • 20% Relative Efficiency Ratio • 30% Individual Performance

	2021 Outcome			• Core Net Income Metric Payout Factor: 150% of target • Relative Efficiency Ratio Metric Payout Factor: 114.3% of target • Individual CEO Performance Payout Factor: 110% of target • CEO Payout: 132% of target

	Long-Term Incentive Plan
	2021 Vehicles			• 60% Performance Share Units • 40% Restricted Stock Units
	2021-2023 Performance Share Unit Metrics			• 70% Relative ROATE vs. Peer Group • 30% Relative ROATA vs. Peer Group • +/-25% Relative TSR modifier vs. KBW Index
	2019-2021 Performance Share Award Outcome			• CEO (and NEO) Payout Factor: 163.1% of target

For 2021, consistent with its approach for 2020, the Committee chose not to exercise discretion on any incentive programs but rather elected to follow the formulas that had been established for awards at the time the awards were made.

2022 CEO Compensation

•

Base Salary: 4% increase for 2022

•

Annual Bonus: No changes to target bonus level or performance metrics

•

Long-Term Incentives Mix: No changes, as performance-based awards continued to represent 60% of the target long-term incentive value

•

Performance Award Metrics and Vesting: No changes

•

Share ownership guidelines remained at 6x base salary

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Our Compensation Philosophy

Philosophy

Our compensation program is aligned with short- and long-term Company performance and includes best practices designed to reflect sound corporate governance and support the following objectives:

•

Attract and retain highly qualified and experienced executives

•

Provide competitive total compensation opportunities, including benefits and perquisites

•

Motivate our executives to achieve consistent, long-term performance by linking elements of pay to challenging Company performance goals

•

Link compensation goals to the creation of stockholder value

•

Avoid compensation programs that encourage excessive risk-taking

•

Recognize and reward outstanding Company and individual performance

•

Ensure our stockholders clearly understand our rewards program

•

Ensure compliance with applicable U.S. regulatory requirements

Using Executive Compensation Design to Achieve Corporate Strategic Goals

The Committee designed our executive compensation structure to incentivize the achievement of goals and performance targets that it believes align with, and promote achievement of, the Company’s long-term strategic goals, which are highly correlated with stockholder value creation:

•

Focus on serving customers in our core markets in Hawaii, Guam and Saipan

•

Employ a disciplined lending strategy, while maintaining asset quality

•

Use our relationship strategy to drive growth in loans, deposits and non-interest income

•

Manage expenses responsibly

•

Maintain strong capital and liquidity levels

•

Allocate capital efficiently to drive profitability

•

Retain sufficient capital to fund growth while returning excess capital to stockholders

•

Support long-term stockholder value creation through adherence to environmental, social and governance principles

In setting long-term equity compensation targets and goals, the Committee sought to promote the achievement of performance targets, as well as the retention of key executives who are tasked with executing the corporate strategy. In our discussions with investors following our 2020 annual meeting of stockholders, some investors had questions about the 2019 change in the mix of the CEO’s long-term equity incentive compensation to 50% performance-based vesting and 50% time-based vesting. Accordingly, in 2021, after considering investor feedback, as well as the recommendations of its compensation consultant and CEO and other factors, the Compensation Committee determined to increase the performance-based portion of the CEO’s and the other NEOs’ long-term equity incentive compensation from 50% to 60% (awarded in the form of performance share units). This change returned the mix of performance-based and time-based vesting equity awards to approximately where it had been prior to the 2019 change, as the 2019 minimum 37.5% LTIP payout essentially functioned as 37.5% time-based vesting. In 2022, following strong say-on-pay support at the 2021 annual meeting of stockholders, and considering, among other factors, the recommendation of its compensation consultant and the views expressed by investors during our Fall 2021 stockholder outreach, the Committee made no changes to the long-term incentive program design.

With respect to the performance-based component of long-term equity compensation, the Committee set relative performance targets tied to core return on tangible equity (ROATE) (70%) and core return on average tangible assets (ROATA) (30%). In choosing these metrics, the Committee wanted to promote the thoughtful allocation of capital and also sought to incentivize the return of excess capital. Financial institutions with high ROATEs generally are deploying their capital in a manner to generate strong returns, while returning to stockholders capital that does not generate robust returns. ROATA is a measure of risk management. To generate a competitive ROATA, management must be thoughtful

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about the types of assets placed on the balance sheet, balancing risk weightings of assets with expected returns. The Committee elected to use core measures of ROATE and ROATA to reward steady, enduring performance and to ensure that the management team was not unduly rewarded or penalized for one-time events, which often are outside of their control. The Committee believes the use of core ROATE and core ROATA to reward long-term performance would incentivize management to seek strong returns while appropriately considering risk and disincentivizing excessive leverage. Core ROATE and core ROATA are non-GAAP ~~measure. Please~~measures; please see ~~Appendix~~Annex A for an explanation and ~~reconciliation.~~reconciliation of these measures to GAAP.

~~2018~~

In addition, the Committee elected to subject performance-based awards to a total shareholder return (“TSR”) modifier, whereby LTIP awards will be increased or decreased by up to 25% based on First Hawaiian’s total shareholder return relative to the total shareholder return of peer stocks. The Committee felt that use of this measure would incentivize the management team to be mindful of how their decisions would be perceived by our

investors and, therefore, would help to align management’s compensation with investors’ interests.

In addition to promoting achievement of the Company’s long-term strategic goals, the Committee also felt it was important that management be incentivized to achieve critical short-term priorities and, therefore, tied annual bonus payouts to the achievement of core net income, relative efficiency ratio and individual performance goals. Achievement of annual core net income targets demonstrates management’s ability to manage the business on a day-to-day basis so as to achieve appropriate budget targets. Moreover, a key component of the Company’s success has always been a strong efficiency ratio, and the Committee felt it critical that management be mindful of efficiency as it makes spending and investment decisions. As a result, it prioritized these two objectives in setting annual bonus metrics. In addition, the Committee wanted to incentivize the CEO and the other NEOs to achieve individual performance goals set at the beginning of each year and, therefore, maintained an individual performance component in the annual bonus formula.

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2021 Compensation ~~Highlights~~

Framework

First Hawaiian’s executive compensation program is designed to attract, retain, motivate and reward senior leaders and promote the long-term success of the Company. The Compensation Committee has primary responsibility over the compensation program for our executive officers, including our NEOs. ~~As part of this responsibility, the Compensation Committee oversees the design~~In designing and ~~execution of the components of~~administering the program for 2021, the Committee focused on the following principles:

1.	PERFORMANCE FOCUS	Establishes appropriate, yet challenging, performance goals for our incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance
2.	RISK MANAGEMENT	Encourages sustainable performance over time and discourages excessive risk-taking
3.	BALANCE	Utilizes incentive plan components that are quantitative and linked to stockholder return and financial results and are balanced by key individual performance objectives qualitatively evaluated by our Compensation Committee
4.	COMPETITIVE	Provides a competitive pay program that is forward-looking and that will attract and retain high-quality executives who can produce outstanding results for the Company
5.	STEWARDSHIP	Focuses on the performance of the Company as a whole, as well as individual goals, while promoting our culture and rewarding adherence to our risk framework

Compensation Governance Practices

In addition to ~~ensure each component effectively attracts and retains~~ our ~~leadership talent and aligns rewards~~performance-sensitive direct compensation structure, the Company has strong compensation governance practices. Over the past several years, we have refined many of our governance practices as a result of feedback obtained through our ongoing engagement with ~~performance. In particular, the Compensation Committee has implemented a~~stockholders.

We believe that our executive compensation program ~~that:~~

•: ~~Focuses on Performance:~~ ~~sets appropriate, yet challenging,~~includes key features that drive performance ~~goals for the incentive plans~~ and ~~implements plans that motivate leadership to achieve consistent, long-term performance;~~
•: ~~Manages Risk:~~ ~~ensures that incentive plans~~avoids features we do not ~~encourage excessive risk-taking; and~~
•: ~~Provides Balance:~~ ~~includes incentive plan components that are quantitative and linked to stockholder return or financial results, but are balanced by key performance objectives qualitatively evaluated by~~believe serve the ~~Compensation Committee.~~

~~Table of Contents~~

~~The Compensation Committee evaluates the performance of, and recommends compensation actions for, all~~long-term interests of our NEOs, including our Chairman and CEO, which actions are reviewed and approved by our Board. Our compensation framework is focused on performance-based compensation and emphasizes long-term performance. As of August 1, 2018, we ceased being subject to the applicable European remuneration rules (see "~~—Key Components of Compensation—CRD IV Compensation Requirements~~~~" below).~~

shareholders, as follows:

Practices We Employ

~~Elements of 2018 Compensation~~

Practices We Avoid

~~Base Salary and~~
~~Role-Based Allowance~~

~~Annual Bonus Plan~~

~~Performance Share Units~~

~~Form of Compensation~~

~~Fixed Cash~~

~~Variable Cash~~

~~Variable Equity~~

~~Measurement Period~~

~~Short-Term~~
~~Emphasis: Ongoing~~

~~Short-Term Emphasis~~~~: 1 Year~~

~~Long-Term Emphasis~~~~: Cliff Vest in 3 Years~~

~~Key Performance Metrics~~

~~N/A~~

~~Quantitative and Qualitative Metrics~~~~: Core Net Income (60%) and Key Business Goals (40%)~~

~~Quantitative Metrics~~~~: Relative TSR (50%) and Core Net Income (50%)~~

The framework for our CEO's compensation is based on a strong alignment with stockholder interests, as First Hawaiian emphasizes long-term, performance-based compensation linked to financial and stock price performance. To reinforce our pay-for-performance philosophy:

•: ~~67% of CEO's targeted total direct compensation is performance-based; and~~
•: ~~58% of CEO's performance-based compensation is long-term, in the form of performance share units that cliff vest after three years.~~

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~~Compensation Governance in 2018~~

~~The following table summarizes the notable features of our 2018 executive compensation program, which were designed to align with "best practice" compensation governance.~~



		~~Promote Good Pay Practices~~	~~Avoid Bad Pay Practices~~


		✓ ~~We align pay and performance by delivering a substantial~~Substantial portion of ~~compensation~~pay in the form of variable, performance-based awards	✓ ~~We don't permit pledging or hedging~~ 60% of ~~shares by employees or directors of the Company~~


		✓ ~~We grant our~~ long-term incentives in ~~the form of~~ performance-based awards	✓ ~~We don't gross-up severance payments for excise tax~~


		✓ ~~We maintain stock~~ Stock ownership guidelines for our executives and non-employee directors	✓ ~~We don't pay dividends~~ Engage with stockholders on ~~unearned performance share units~~
governance and compensation	Double-trigger vesting for executive change-in-control payments	Clawback policy that applies to cash and equity compensation Independent compensation consultant and independent Board Compensation Committee Annual risk assessment of compensation policies and program design Annual evaluation of our peer group to ensure ongoing relevance of each peer member Strong risk and control policies and consideration of risk management factors in making compensation decisions	Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited

		✓ ~~We require "double trigger" vesting~~ No gross-up of severance payments or benefits for ~~change-in-control payments~~	✓ ~~We don't allow for~~excise taxes No dividends paid on unearned performance units or shares No discounting, reloading or repricing of stock options without stockholder approval
No automatic share replenishment (evergreen) provisions in any share-based plans No single-trigger vesting of equity-based awards held by executives upon change in control No new benefit accruals under executive pensions No multi-year compensation guarantees that could incentivize imprudent risk-taking

~~Key Changes to Our Compensation Program in 2019~~

While our program remained unchanged in 2018, we implemented changes for 2019 to improve the alignment of our program with our business objectives and strong corporate governance principles and to reflect that we ceased being subject to European remuneration rules as of August 1, 2018.



		~~Changes for 2019~~				~~What We Did~~

		~~Expanded Clawback Policy~~				FIRST HAWAIIAN, INC. •2022 PROXY STATEMENT ~~Implemented a policy for First Hawaiian Inc. (replaces policy of BNPP applicable to controlled entities)~~
						• ~~Clawback triggers include financial restatement, incorrect calculation of incentives, operating outside risk structure and ethical misconduct~~

		~~Enhanced Stock Ownership Guidelines~~				• ~~Enhanced stock ownership guidelines as a multiple of salary for our CEO (5x), COO (2.5x) and other senior officers (2x)~~

		~~Froze Supplemental Executive Retirement Plan~~				• ~~The Compensation Committee froze our Supplemental Executive Retirement Plan ("SERP") effective July 1, 2019~~

		~~Eliminated Tax Reimbursements~~				• ~~Eliminated reimbursements for taxes on SERP accrual and company-paid premiums on life insurance effective July 1, 2019~~

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~~Discussion and Analysis of 2018 Compensation~~

~~Introduction: 2018 Named Executive Officers~~

This Compensation Discussion and Analysis ("CD&A") describes the material elements of compensation for each of our executive officers who are included in the Summary Compensation Table of this Proxy Statement, who we collectively refer to as our "named executive officers" or "NEOs." The NEOs who are identified in the chart below were our principal executive officer, our principal financial officer, our former interim principal financial officer (and president and chief operating officer), our three other most highly compensated persons serving as executive officers as of December 31, 2018 and our former principal financial officer.

~~Name~~

~~Title~~

~~Recent Employment History~~

~~Robert S. Harrison~~

~~Chairman and Chief Executive Officer~~

~~Robert Harrison has been our Chief Executive Officer since January 2012 and was named Chairman of First Hawaiian Bank in May 2014.~~

~~Eric K. Yeaman~~

~~President and Chief Operating Officer; Former Interim Chief Financial Officer~~

Eric Yeaman joined First Hawaiian Bank as President and Chief Operating Officer in June 2015 and is a member of the Bank's Board of Directors and its Senior Management Committee. He acted as Interim Chief Financial Officer effective January 31, 2018 to September 6, 2018.

~~Alan H. Arizumi~~

~~Vice Chairman, Wealth Management Group~~

~~Alan Arizumi was appointed Vice Chairman of Wealth Management and Consumer Banking in 2014 and has served on the Bank's Senior Management Committee since December 2009.~~

~~Ravi Mallela~~

~~EVP, Chief Financial Officer and Treasurer, Finance Group~~

~~Ravi Mallela joined First Hawaiian Bank on September 6, 2018 as Executive Vice President, Chief Financial Officer and Treasurer and serves as a member of the Bank's Senior Management Committee.~~

~~Lance A. Mizumoto~~

~~Vice Chairman and Chief Lending Officer, Commercial Banking Group~~

Lance Mizumoto was named Vice Chairman and Chief Lending Officer, Commercial Banking Group effective January 2019. Previously, Mr. Mizumoto served as Executive Vice President and Commercial Real Estate Division Manager commencing in January 2017 upon rejoining First Hawaiian Bank. Mr. Mizumoto also serves as a member of the Bank's Senior Management Committee.

~~Mitchell E. Nishimoto~~

~~Vice Chairman and Head of Retail Banking Group~~

Mitchell Nishimoto has been the Head of the Retail Banking Group since 2016 and was named Vice Chairman effective January 2019. Mr. Nishimoto serves as a member of the Bank's Senior Management Committee.

~~Michael H.F. Ching~~

~~Former EVP, Chief Financial Officer and Treasurer, Finance Group~~

Michael Ching joined First Hawaiian Bank in June 2015 as Executive Vice President, Chief Financial Officer and Treasurer and served as a member of the Bank's Senior Management Committee until his resignation effective January 31, 2018.

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~~Table of Contents~~

~~Compensation Philosophy~~

~~We strive to achieve the following objectives through our compensation framework:~~

•: ~~Attract and retain highly qualified and experienced executives;~~
•: ~~Provide competitive total compensation opportunities, including benefits and perquisites;~~
•: ~~Motivate our executives to achieve consistent and long-term performance by linking elements of pay to challenging Company performance goals;~~
•: ~~Link compensation goals to the interests of stockholders;~~
•: ~~Avoid compensation programs that encourage excessive risk-taking;~~
•: ~~Recognize and reward outstanding Company and individual performance;~~
•: ~~Ensure our stockholders clearly understand our rewards program; and~~
•: ~~Respect applicable United States regulatory requirements.~~

Compensation Governance Process

Role of the Compensation Committee

The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors and sets compensation levels for executives and directors. Among other things, the Compensation Committee:

•

~~reviews~~

Reviews and approves our compensation programs, awards and other compensation structures for all executive officers, including for our ~~NEOs;~~NEOs

•

~~reviews~~

Reviews and approves our overall compensation ~~philosophy;~~philosophy

•

~~reviews~~

Reviews and approves the ~~form~~forms and amounts of compensation under our non-employee director compensation program and sets or recommends to the Board any changes ~~thereto;~~thereto

•

~~reviews~~

Reviews and approves corporate goals and objectives relevant to the compensation of our ~~Chief Executive Officer;~~CEO

•

~~reviews~~

Reviews and discusses with the ~~Chief Executive Officer~~CEO and reports to the Board plans for executive officer development and corporate succession plans for the ~~Chief Executive Officer~~CEO and other executive ~~officers; and~~officers

•

~~oversees,~~

Oversees, in consultation with management, regulatory compliance with respect to compensation ~~matters.~~

~~With respect to compensation for the CEO, the~~matters

The Compensation Committee annually reviews and approves the corporate goals relevant to the ~~CEO's~~CEO’s incentive compensation and additional

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individual performance goals. The Compensation Committee is responsible for approving the achievement of the incentive plan goals. In addition, the Compensation Committee considers the results of the ~~CEO's~~CEO’s performance evaluation conducted by the Board ~~of Directors~~ and makes recommendations to the Board ~~of Directors~~ regarding the ~~CEO's~~CEO’s compensation based on that evaluation. The Compensation Committee considers compensation market data from the compensation peer group when determining the types and amounts of compensation for the CEO. The Board ~~of Directors~~ is responsible for approving the ~~CEO's~~CEO’s compensation structure and amounts.

Similar procedures are followed in determining the compensation for the rest of the NEOs, but the Compensation Committee takes into consideration recommendations made

by Mr. Harrison in setting the compensation for NEOs other than Mr. Harrison.

Role of the Chairman and Chief Executive Officer

Our Chairman and ~~CEO~~Chief Executive Officer develops recommendations regarding the appropriate level of compensation for our other NEOs and presents them to the Compensation Committee for recommendation to the full Board. He does not review or recommend compensation for himself. ~~The~~

When making such recommendations, ~~consider~~ our Chief Executive Officer considers:

•

the objectives of our compensation philosophy,

•

competitive market data, and

•

the range of compensation programs authorized by the Compensation Committee.

Role of the Compensation Consultant and Independence

In ~~2018,~~2021, the Compensation Committee ~~again~~ retained the services of Pay Governance LLC ("(“Pay ~~Governance"~~Governance”) as a compensation consultant to provide independent counsel and advice on compensation matters. Pay Governance provided the following services to the Compensation Committee in ~~2018:~~

2021:

•

~~Developed a~~

Reviewed the benchmarking approach, including recommending changes to the ~~development of~~ custom industry peer ~~group;~~group

•

Conducted a competitive market assessment of First ~~Hawaiian's~~Hawaiian’s executive compensation levels and ~~structure;~~

•

~~Conducted a competitive~~structure, including an examination of market ~~assessment of First Hawaiian's director compensation programs;~~trends and best practices in the banking industry

•

Advised on the design and structure of the ~~executive compensation~~ incentive compensation programs for executives, including with respect to total cash compensation, equity compensation, assessment of perquisites, retirement benefits and bonuses for ~~NEOs;~~NEOs

•

~~Provided updates on trends and best practices in banking industry compensation;~~

•

Administered the ~~CEO's~~annual CEO performance ~~assessment process for~~evaluation on behalf of the Board of ~~Directors;~~Directors

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•

~~Assisted in~~

Reviewed and recommended updates to the ~~development~~executive and broad-based severance plans

•

Supported the Committee on proposal submitted to stockholders at the 2021 annual meeting of ~~a compensation philosophy;~~

•

~~Supported drafting~~stockholders to increase the ~~CD&A~~shares available for award under the ~~annual proxy statement; and~~

•

~~Provided other ad hoc advice with respect to requests related to executive compensation market practices.~~

director equity plan

Pay Governance provides the Company with annual executive and director market assessments that include, but are not limited to, assessments of First Hawaiian’s financial performance and compensation programs relative to its peers and a review of equity compensation and Board and committee compensation. The annual executive and director compensation assessments provided by Pay Governance provide the Compensation Committee with a broad array of information from which to

assess the competitiveness of our compensation programs and serve as a foundation for compensation decisions.

Pay Governance also attends ~~the~~ Compensation Committee meetings upon ~~request to review their reports and participate in general discussions on compensation and benefits matters for the NEOs and Board members.~~request. While the Compensation Committee considers input from Pay Governance when

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making compensation decisions, the Compensation ~~Committee's~~Committee’s final decisions reflect many factors and considerations.

The Compensation Committee ~~has also~~annually reviews the independence of its compensation consultant. The Compensation Committee considered ~~and~~First Hawaiian’s relationship with Pay Governance, assessed ~~all relevant factors, including, but not limited~~the independence of Pay Governance pursuant to ~~those set forth in Rule 10C-1(b)(4)(i) through (vi) under the~~NASDAQ and Exchange Act rules, and concluded that could give rise to a potential conflict of interest with respect to Pay Governance and other advisors that provide advice on compensation matters. Based on this review, the Compensation Committee did not find that anythere are no conflicts of interest ~~exist with respect to the work performed by~~that would preclude Pay Governance ~~or other advisors that would prevent such advisors~~ from ~~serving as independent consultants to~~independently representing the Compensation Committee.

~~Benchmarking Compensation~~

Benchmarking Compensation

Competitive market data serves as a reference point in evaluating our executive compensation ~~pay~~ levels and practices. We use this data to understand how similarly situated companies in ~~our~~the banking industry deliver pay. However, we do not set the compensation of our executives to specifically target a precise percentile or range of compensation in the market. Rather, the market data is evaluated in conjunction with other factors, such as internal equity considerations and individual performance, in setting target compensation levels for our NEOs.

The Compensation Committee performed a review of the compensation provided by our peer group in

July 2020 for purposes of making compensation decisions for 2021. We identified our 2021 peer group based on the following characteristics:

•

Banks of comparable size, with total assets, net income, and total deposits generally between 0.5x to 2.0x of First Hawaiian

•

Banks of comparable financial leverage and performance

•

In some cases, companies with comparable business model, operations and geographic locations

FIRST HAWAIIAN PERCENTILE RANKING VS. COMPENSATION PEER GROUP

[MISSING IMAGE: tm2134876d1_bc-peergrptpn.jpg]

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The peer group used for benchmarking compensation in 2021 consisted of the companies set forth in the table below:

2021 COMPENSATION PEER GROUP

	• Bank of Hawaii Corporation				• PacWest Bancorp
	• BankUnited, Inc.				• Prosperity Bancshares, Inc.
	• Banner Corporation				• Synovus Financial Corp.
	• Cathay General Bancorp				• Trustmark Corporation
	• Columbia Banking System				• UMB Financial
	• Commerce Bancshares, Inc.				• Umpqua Holdings Corporation
	• East West Bancorp, Inc.				• United Bankshares, Inc.
	• F.N.B. Corporation				• Webster Financial Corporation
	• Great Western Bancorp, Inc.				• Western Alliance Bancorporation
	• Hope Bancorp				• Wintrust Financial Corporation
	• International Bancshares Corporation

In October 2021, the Compensation Committee performed a review of the compensation peer group ~~in December 2017~~ for purposes of ~~setting~~making compensation decisions for ~~2018.~~2022 and approved the removal of Synovus Financial Corp. due to their large size as compared

with First Hawaiian. In ~~evaluating the appropriateness of the peer group used to benchmark compensation for 2018,~~addition, the Compensation Committee ~~assesses~~approved the ~~group and First Hawaiian on multiple~~addition of Pacific Premier Bancorp due to its strong financial ~~metrics, as shown in the following graph:~~

~~Table of Contents~~

~~The following companies reflect the peer group used in benchmarking compensation for 2018. Texas Capital Bancshares and UMB Financial were added to the group reflecting their~~alignment, more comparable ~~asset size,~~ performance and ~~business focus, while PrivateBancorp was deleted from the group as a result of its acquisition by Canadian Imperial Bank of Commerce:~~

West Coast focus.


			– 1 removed
+ 1 added		~~Compensation Peer Group~~
	• Synovus Financial Corp.
		~~Bank of Hawaii Corporation~~		~~Prosperity Bancshares, Inc.~~
					• Pacific Premier Bancorp
		~~BankUnited, Inc.~~		~~Signature Bank~~

		~~Cathay General Bancorp~~		~~Synovus Financial Corp.~~

		~~Central Pacific Financial Corp.~~		~~Texas Capital Bancshares~~

		~~Commerce Bancshares, Inc.~~		~~Trustmark Corporation~~

		~~CVB Financial Corp.~~		~~UMB Financial~~

		~~East West Bancorp, Inc.~~		~~Umpqua Holdings Corporation~~

		~~F.N.B. Corporation~~		~~United Bankshares, Inc.~~

		~~Great Western Bancorp, Inc.~~		~~Webster Financial Corporation~~

		~~International Bancshares Corporation~~		~~Western Alliance Bancorporation~~

		~~MB Financial, Inc.~~		~~Wintrust Financial Corporation~~

		~~PacWest Bancorp~~

In addition to data from the custom peer group, the Compensation Committee also reviews data from proprietary industry survey sources to gain a broader ~~perspective—particularly below the NEO level—~~

perspective on pay levels and practices for specific ~~positions.~~

positions, particularly positions below the NEO level.

2021 CEO Compensation

The framework for the compensation of our CEO is based on a strong alignment with stockholder interests and a consistency with market practices. For 2021, First Hawaiian’s CEO pay mix was aligned with the average pay mix across the peer group. For more information on our peer group, please see “—Benchmarking Compensation,” above. The following graphs compare our CEO’s target pay mix for 2021 to the average target pay mix for CEO’s of our peer group.

~~Key Components of Compensation~~

~~CRD IV Compensation Requirements~~

As of August 1, 2018, BNPP, a banking organization headquartered in France, ceased consolidating the Company's financial statements with the BNPP consolidated financial statements under International Financial Reporting Standards. As a result, from that date, the Company has not been included within the scope of BNPP's capital requirements for purposes of Directive 2013/36/EU ("CRD IV") promulgated by the European Parliament and Council of the European Union. Prior to that date, we were subject to the compensation standards of CRD IV. As a result, the compensation to our material risk takers, including each of our NEOs, had been subject to CRD IV.

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		FIRST HAWAIIAN, INC.~~Prior to August 1, 2018, the compensation for certain of our NEOs was subject to the following CRD IV requirements:~~ 2022 PROXY STATEMENT

		~~The ratio of variable to fixed compensation cannot exceed 2:1~~

		~~At least 40% of variable compensation must be deferred, vesting no sooner than 1/3 per year over 3 years~~

		~~At least 50% of variable compensation must be delivered in equity or debt instruments, vesting no sooner than 1/3 per year over 3 years~~

		~~All vested equity is subject to a 1-year holding requirement, post-vesting~~

		~~A clawback arrangement must cover up to 100% of variable compensation~~

We intend to provide competitive total compensation levels for affected employees, although it is possible that the structure of our compensation packages for 2018 may not be considered in line with our peers due in part to the application of CRD IV.

~~2018 Compensation Program~~

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EXECUTIVE COMPENSATION

[MISSING IMAGE: tm2134876d1-pc_targetpaypn.jpg]

For 2021, the Compensation Committee and its independent compensation consultant, Pay Governance, discussed market trends and reviewed benchmarking reports as discussed above under “— Benchmarking Compensation.” As part of this review, when setting Mr. Harrison’s compensation based on his performance during 2021, the Compensation Committee considered the Company’s performance results for fiscal year 2021, sustained historical performance results, external market references (including absolute and relative performance against peers) and internal compensation references. Mr. Harrison was not involved in setting his own compensation and was not present during the review of his performance or approval of his compensation.

The Compensation Committee set the CEO’s base salary for 2021 at $969,000. A significant portion of the CEO’s fiscal year 2021 bonus was based on a formula, with 50% of the bonus opportunity tied to the achievement of core net income goals. The CEO received a 2021 bonus award of $1,282,568, representing 132% of his target award. For 2021, the Compensation Committee maintained the target value of long-term equity awards for the CEO at $2,000,000. For further discussion of the Compensation Committee’s rationale for its decisions regarding the CEO’s 2021 bonus and 2021 target long-term equity awards, see “— Key Components of Compensation.”

In 2021, 75% of Mr. Harrison’s target total direct compensation was variable and at-risk based on annual and long-term performance compared to 74% of average peer group CEOs. In addition, 50% of Mr. Harrison’s target total direct compensation was based on long-term performance compared to

46% of average peer group CEOs. The material elements of total direct compensation are base salary, annual cash incentives and equity incentives.

2021 Stockholder Outreach

Every year we reach out to the holders of a large percentage of our outstanding stock to request engagement on matters of governance and executive compensation, as well as any other matters on which they would like to offer feedback. In 2021 we sought feedback from our stockholder community regarding all aspects of our corporate governance as well as the design of our compensation program, suggestions on how to improve the compensation program from a stockholder viewpoint and ideas on how to enhance the transparency of our disclosure regarding our compensation program and strategy going forward.

Our 2021 outreach efforts consisted of the following:

•

We contacted the holders of 84% of our outstanding stock to request engagement.

•

Five stockholders, who in aggregate held approximately 24% of our shares, accepted meetings with us.

Company Participants:

•

Executive Vice President, General Counsel and Secretary

•

Head of Investor Relations

Feedback Received:

•

Stockholders generally were supportive of our compensation structure overall and

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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EXECUTIVE COMPENSATION

particularly supportive of the changes made in 2021, including the change in the mix of the CEO’s long-term equity incentive compensation to 60% performance-based vesting and 40% time-based vesting.

2022 Response:

After considering investor feedback, as well as the recommendations of its compensation consultant and CEO and other factors, the Compensation Committee elected to increase the stock ownership

requirement for our non-employee directors from 3x to 5x annual cash retainer to further align the directors’ interests with those of stockholders. Consistent with investor feedback, which was generally supportive of our compensation programs with no specific criticisms raised, and given the greater than 98% approval received on our say-on-pay proposal at the 2021 annual meeting of stockholders, the Committee did not make any other changes for 2022.

~~Components~~

~~Purpose~~

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

•

~~Base Salary~~

•

~~Role-Based Allowance (for our CEO)~~

•

~~Fixed components of cash compensation~~

•

~~Reflects executive responsibilities, experience and skills~~

•

~~Designed to be competitive compared to companies with which we compete for executive talent~~

•

~~Role-based allowance is designed to comply with CRD IV~~

~~Short-Term Cash~~

~~Compensation~~

~~Annual Bonus Plan~~

•

~~Reward NEOs for contributions to the achievement of core net income goals, which are measured quantitatively; and key business goals, which are measured qualitatively~~

•

~~Intended to align executive goals with those of stockholders, as determined by the Compensation Committee~~

~~Long-Term Equity Compensation~~

~~Performance Share Units~~

•

~~Reward NEOs for achievement of performance goals: Cumulative Core Net Income (50%), TSR relative to the KBW Regional Bank Index (25%), TSR relative to Hawaii Peers~~⁽¹⁾ ~~(25%)~~

•

~~Cliff vest after three years~~

•

~~Can be earned between 0 -100% of target~~⁽²⁾

•

~~Reflect long-term quantitative goals intended to incentivize long-term performance and align interests with those of stockholders~~

~~(1)~~: ~~"Hawaii Peers" are Bank~~
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EXECUTIVE COMPENSATION
Key Components of ~~Hawaii Corp. and Central Pacific Financial Corp.~~
~~(2)~~: ~~For the 2018-2020 LTIP cycle.~~

~~Table of Contents~~

Compensation

~~Base Salary and Role Based Allowance~~

2021 PAY ELEMENTS

[MISSING IMAGE: tm2134876d1-tbl_keycomppn.jpg]

Base Salary

Base salaries for our NEOs are reviewed annually by our Compensation Committee following the completion of our fiscal year end. Occasionally, ~~based on circumstances,~~ we may make adjustments to base salaries during the year in response to significant changes in an ~~executive's~~executive’s responsibilities or events that would

impact the long-term retention of a key executive. Salaries are established at levels commensurate with each ~~executive's~~executive’s role and responsibilities, experience level, performance and relevant market data for similar roles.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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EXECUTIVE COMPENSATION

After reviewing all relevant items, the Compensation Committee approved the following base salaries for ~~2018,~~2021, effective March 2018, of $935,000, $780,727, $480,000, $450,000, $420,030 and $347,820 for Messrs. Harrison, Yeaman, Arizumi, Mallela, Mizumoto and Nishimoto, respectively. In the case of Mr. Yeaman, such amount represented a 2.5% increase from his 2017 salary, while the salaries for Messrs. Harrison and Arizumi remained unchanged from 2017 levels. Messrs. Mallela, Mizumoto and Nishimoto became NEOs in 2018, and therefore, their compensation is reported beginning in 2018, and 2017 compensation is not reported for those individuals.

~~In accordance with the requirements of CRD IV, as discussed under "~~~~—Key Components of Compensation~~—~~CRD IV Compensation Requirements~~" above, our Board approved a role-based allowance for Mr. Harrison commensurate with his duties and responsibilities as the chief executive officer of a publicly traded company. The allowance is in an annual amount of $190,000 payable on January 1 of each year through 2024. In the event Mr. Harrison is either terminated without cause or resigns for good reason (as each term is defined in the employment agreement previously entered into with Mr. Harrison, effective January 1, 2012) the role-based allowance for the year of termination will accelerate, and our Compensation Committee retains discretion to accelerate unpaid amounts now that First Hawaiian is no longer consolidated with BNPP.

2021:

Named Executive Officer	Base Salary 2020 ($)			Base Salary 2021 ($)			% Change from 2020 Salary
Robert S. Harrison		$	969,000		$	969,000		0%
Ravi Mallela			460,000			460,000		0
Alan H. Arizumi			497,350			497,350		0
Lance A. Mizumoto			433,500			433,500		0
Ralph M. Mesick			425,000			425,000		0
Mitchell E. Nishimoto			370,475			370,475		0

Annual Bonus Plan

~~Annual Bonus Plan~~

We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the ~~"Bonus Plan"~~“Bonus Plan”). ~~For 2018,~~The following table sets forth information regarding each NEO’s target bonus award and the ~~following target annual bonus opportunities, as a percentage of base salary (and role-based allowance~~actual award received for our CEO) and dollar amount, respectively, were established for our NEOs in the first quarter of 2018: 100% or $1,125,000 for Mr. Harrison; 90% or $706,082 for Mr. Yeaman; 65% or $312,000 for Mr. Arizumi; 45% or $189,014 for Mr. Mizumoto; and 45% or $157,529 for Mr. Nishimoto. 2021:

Named Executive Officer	2021 Target Award			2021 Target Percent of Salary		Actual Award for 2021(1)			Actual % of Target
Robert S. Harrison		$	969,000		100%		$	1,282,568		132%
Ravi Mallela			345,000		75%			—		—
Alan H. Arizumi			323,278		65%			439,657		136%
Lance A. Mizumoto			281,775		65%			402,938		143%
Ralph M. Mesick			276,250		65%			370,175		134%
Mitchell E. Nishimoto			203,761		55%			—		—

(1)

Mr. Mallela, ~~received a guaranteed bonus~~former Executive Vice President and Chief Financial Officer, Finance Group, and Mr. Nishimoto, former Vice Chairman and Head of ~~75% of his base salary, or $337,500, for 2018 pursuant to the terms of his offer letter. See "~~~~—Employment Agreements and Offer Letters~~—~~Offer Letter~~Retail Banking Group, resigned from their positions with ~~Mr. Mallela~~~~" below. Mr. Ching resigned in January 2018~~First Hawaiian and, accordingly, ~~no bonus was established~~were not considered for ~~Mr. Ching~~bonuses for ~~2018.~~

2021.

Annual bonus awards are determined based on achievement of both Company and individual performance goals generally established during the first quarter of each year for the applicable performance period, but our ~~Board or~~ Compensation Committee retains discretion to determine the final

award amount for each NEO. For ~~2018~~2021 annual

~~Table of Contents~~

bonus awards, the Compensation Committee established the following Company financial performance targets for all NEOs and individual performance goals for the CEO, as further described below:

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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[MISSING IMAGE: tm2134876d1_pc-perftargetpn.jpg]

(1)

Represents a non-GAAP measure. Please see ~~Appendix~~Annex A for anfurther explanation and a reconciliation.

The ~~Compensation Committee chose~~annual bonus plan uses Core Net Income as the ~~Company financial~~primary performance ~~goal so as~~metric (determines 50% of the annual bonus payout) to incentivize management to take actions that ~~would~~ enhance core financial performance, rather than actions that

would generate one-time, unrepeatable income realization. ~~Target and ranges of~~The Core Net Income ~~as shown~~metrics used to determine the 2021 annual bonus awards are presented in the table ~~below were approved by~~below:

Performance Level

FY2021
Core Net Income
($)

Payout Factor as % of
Target Award
Attributable to
Core Net Income(1)

Maximum (105% of Target)

218.219M

150%

Target

207.828M

100%

Threshold (95% of Target)

197.437M

50%

Below Threshold

197.437M

(1)

Payouts for results between the ~~Compensation Committee~~stated performance levels are interpolated on a straight-line basis.

We selected relative efficiency ratio as a second financial performance metric for our 2021 annual bonus payments (determines 20% of the annual bonus payout) to ensure a competitive cost structure and effective returns on capital expenditures. The efficiency ratio goals used to determine 2021 annual bonus payouts are presented in the ~~first quarter of 2018 through our rigorous financial planning process.~~ table below:

RELATIVE EFFICIENCY RATIO VS.
COMPENSATION PEER GROUP

Performance	Payout Factor as a % of Target Award Attributable to Efficiency Ratio(1)
75th percentile		150%
Median		100%
30th percentile		50%
<30th percentile		0%

(1)

Payouts for results within the stated performance levels are interpolated on a straight-line basis.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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EXECUTIVE COMPENSATION

For ~~2018,~~2021, performance against the ~~Core Net Income results achieved were $286.7 million, or 101.38% of target performance, resulting in a payout factor of 102.2% for the Company~~Company’s financial performance ~~component.~~

metrics were as follows:

Performance Level

2021 Results

% of Specific
Component Earned

Payout Factor as a
% of Target Award

Core Net Income
(50% weight)

•

$279.229 M

•

134% of target

150.0%

75%

Relative Efficiency Ratio
(20% weight)

•

52.76%

•

57th percentile of peer group

114.3%

23%

Performance Level

Core
Net Income
($M)

Core
Net Income
Payout Factor
as % of
Target Award

115% Target
$ 325,183 133 %

Target (100%)
282,768 100 %

85% of Target
240,353 66 %

Threshold (80%)
226,214 25 %

Our NEOs are also evaluated on their individual performance, ~~for~~which determines 30% of the ~~year in six~~annual bonus payouts. Individual performance is evaluated across the following areas key to our business:

•

execution on strategic ~~priorities;~~ priorities

•

strategic planning and ~~leadership;~~ leadership

•

financial ~~management;~~ management

•

stockholder/investor ~~relations;~~ relations

•

regulatory ~~relations; and~~ relations

•

talent management and organization ~~effectiveness.~~

effectiveness

•

leadership through a pandemic

The ~~CEO~~Chief Executive Officer evaluates the performance of each of his direct reports (including each of Messrs. ~~Yeaman,~~ Arizumi, ~~Mallela,~~ Mizumoto ~~Nishimoto~~ and ~~formerly, Mr. Ching)~~Mesick) and makes a recommendation to the Compensation Committee on the individual payout factor ~~to the Compensation Committee.~~for each NEO (other than himself). For the CEO, the Compensation Committee reviews the results of an ~~independent~~ individual performance assessment ~~conducted by Pay Governance on behalf of the Board. The individual performance assessment~~that solicits

~~Table of Contents~~

feedback from each director regarding the ~~CEO's~~CEO’s performance within the six performance categories detailed above, as well as an overall qualitative performance assessment which may cover areas outside of the six categories.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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EXECUTIVE COMPENSATION

For ~~2018,~~2021 annual bonus payouts, each ~~NEO's~~NEO’s performance was assessed induring the first quarter of ~~2019. This~~2022. The individual assessment considers the totality of the ~~NEO's~~NEO’s performance, rather than

assigning weightings to each of the ~~six~~seven individual performance factor ~~categories. The Compensation Committee~~categories, and took the following into account when considering individual performance for ~~2018:~~

2021:

	Named Executive Officer			Individual Performance Highlights(1)
	Robert S. Harrison Chairman, President and Chief Executive Officer			• Outstanding 2021 financial performance and growth amidst extraordinary challenges • Continuing strong net income performance • Solid credit quality • Strong capital and liquidity • Continuing core fee income growth • Outstanding leadership in navigating pandemic challenges, prioritizing the well-being and continued performance of employees and supporting the community while ensuring high performance of essential banking functions • Continued strengthening of the Company’s risk management and infrastructure foundation • Steadfast focus on the growth of the core banking business and other key businesses • Continued execution of the Company’s strategic and corporate goals, particularly with respect to digital transformation • Continued focus on diversity, equity and inclusion to further awareness at all levels
	Alan H. Arizumi Vice Chairman, Wealth Management Group			• Drove record growth in wealth management revenue and assets under administration • Implemented key digital transformation and platform optimization initiatives • Continued momentum towards achievement of strategic business development and segmentation initiatives • Excelled in employee engagement, leadership development for emerging and advanced leaders, and management succession
	Lance A. Mizumoto Vice Chairman and Chief Lending Officer			• Exceeded loan and deposit growth targets during continued challenging economic conditions • • Developed a comprehensive strategic plan focusing on digital transformation, market growth and enhanced internal/external partnerships, talent management and market growth • Collaborated with partnerships throughout the bank to strengthen process improvement initiatives • Continued emphasis on leadership succession for emerging and advanced leaders
	Ralph M. Mesick Vice Chairman and Chief Risk Officer			• Led the centralization of underwriting support for commercial banking • Continued to strengthen the Company’s comprehensive model risk program with an enhanced risk assessment program • Established an enterprise-wide risk modeling program, data support and data mapping strategy • Drove several process optimization initiatives to improve efficiencies throughout the Company, including the transition to a new credit analytics and risk monitoring platform

(1)

Mr. ~~Harrison achieved strong performance executing on achievement of key strategic priorities~~Mallela, former Executive Vice President and strategic planning and leadership, financial management, organizational effectiveness, regulatory, stockholder and investor relations and financial management. Key results achieved by Mr. Harrison include increasing core net income by 24.4% to $286.7 million, achieving core return on average tangible stockholders' equity of 19.61% and maintaining expense control with a 46.6% core efficiency ratio. In addition, the Committee determined that Mr. Harrison achieved exceptional performance in leading and managing the Company through its continuing transition towards separation from BNPP. Key achievements with respect to this initiative included the Company's successful completion in 2018 of three public offerings, in which BNPP reduced its ownership percentage from 62.0% to 18.4%, and achieving sufficient progress so as to enable BNPP to cease consolidating the Company's financial statements with those of BNPP. In recognition of Mr. Harrison's exceptional performance with respect to this transition, the Committee awarded Mr. Harrison an additional, supplemental bonus of $950,000.

Mr. Yeaman achieved strong performance in leading the execution of the Company's strategic plan and its key initiatives including completing the evaluation of core platform upgrade options and implementing the initial phases of the Omni-Channel program. Mr. Yeaman also provided solid leadership as the Interim Chief Financial Officer, ~~for seven months during the year in addition to his responsibilities as President & COO.~~

~~The Compensation Committee found that Mr. Arizumi achieved solid performance by increasing wealth revenue by 6.7%~~Finance Group, and ~~successfully completing the implementation of a wealth platform solution.~~

~~Mr. Mallela joined the Company in September 2018 and transitioned solidly into his role as Chief Financial Officer and Treasurer.~~

Mr. Mizumoto achieved solid performance resulting in strong growth in the commercial portfolio through relationship management and targeted opportunities. In addition, Mr. Mizumoto achieved year over year commercial loan portfolio growth of 8.1%.

Mr. Nishimoto, ~~achieved target performance with solid increases in loan portfolio growth~~former Vice Chairman and ~~deposit balances growth. In addition, Mr. Nishimoto continued First Hawaiian's branch network and service approach that enhanced overall customer and employee experiences that drove business growth.~~

~~Mr. Ching~~Head of Retail Banking Group, resigned from ~~his~~their positions with First Hawaiian ~~effective January 31, 2018,~~ and, accordingly, ~~was~~were not ~~eligible~~considered for ~~a bonus~~bonuses for ~~2018.~~

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~~After incorporating results of the Company financial performance and individual performance, the following payouts were approved for 2018 performance:~~

2021.



	~~Named Executive Officer~~		~~2018~~ ~~Annual Bonus~~

	~~Robert S. Harrison~~	$	~~1,139,850~~
52
	FIRST HAWAIIAN, INC.~~Eric K. Yeaman~~ 2022 PROXY STATEMENT		~~715,402~~

	~~Alan H. Arizumi~~		~~316,118~~

	~~Ravi Mallela~~⁽¹⁾		~~341,955~~

	~~Lance A. Mizumoto~~		~~191,508~~

	~~Mitchell E. Nishimoto~~		~~165,000~~

	~~Michael H.F. Ching~~		—

~~(1)~~: ~~Mr. Mallela received a guaranteed bonus equal to 75%~~
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EXECUTIVE COMPENSATION
Long-Term Equity Awards

Our NEOs and certain other employees receive grants of ~~his base salary for 2018 pursuant to the terms of his offer letter.~~

~~Long-Term Incentive Plan~~

~~Our Board amended and restated the First Hawaiian Bank Long-Term Incentive Plan effective August 9, 2016, which was assumed by First Hawaiian and retitled~~long-term, equity incentive compensation. These awards include equity-based awards under the First Hawaiian, Inc. ~~Long-Term~~Long Term Incentive Plan (the ~~"LTIP"~~“LTIP”). and awards that vest over a period of time. The Compensation Committee sets performance goals under the LTIP for overlapping three-year performance periods.

In 2021, the Compensation Committee decided to grant LTIP awards in the form of performance share units. In addition, the Compensation Committee decided to grant restricted stock units under the Omnibus Plan. This approach was similar to the approach we utilized in 2020, except that we elected to award performance share units and restricted stock units in 2021 in lieu of the performance share awards and restricted share awards utilized in 2020. For 2021, 60% of equity awards consisted of performance share units and 40% consisted of restricted stock units, compared to 50% performance share awards and 50% restricted share awards in 2020.

Performance Share Units

The performance share ~~unit award~~units awarded for the ~~2018-2020~~2021-2023 LTIP cycle (the ~~"2018-2020~~“2021-2023 LTIP ~~Award"~~Awards”) ~~provides~~provide for cliff vesting following the end of a three-year performance period, and can be earned between ~~0-100%~~0-200% of target based on performance. Performance is measured ~~equally between Cumulative Pre-Tax Income~~solely on a relative basis using two core return metrics and ~~Relative Total Shareholder~~a modifier as follows:

•

70% of earnout based on Return ~~("TSR"),~~on Average Tangible Equity (ROATE) vs. Compensation Peer Group

•

30% of earnout based on Return on Average Tangible Assets (ROATA) vs. Compensation Peer Group

•

+/-25% modified based on the Company’s TSR vs. KBW Regional Bank Index. Using the weightings presented above, ROATE, ROATA and TSR will be measured using the same performance schedule with the following associated payout factors:

ROATE(1) AND ROATA(2) VS.
COMPENSATION PEER GROUP(3)

Performance	% of Target Award(3)
75th percentile or higher		200%
Median		100%
30th percentile		50%
<30th percentile		0%

(1)

ROATE is ~~equally divided across two comparator groups.~~ defined as the ratio of core net income to average tangible stockholders’ equity for FHI and reported net income to average tangible stockholders’ equity for the peer group.

(2)

ROATA is defined as the ratio of core net income to average tangible assets for FHI and reported net income to average total tangible assets for the peer group.

(3)

Payouts for results within the stated performance levels are interpolated on a straight-line basis.

TSR VS. KBW REGIONAL BANK INDEX(1)

Performance	Modifier(1)
75th percentile or higher		+25%
Median		0
30th percentile or lower		-25%

(1)

Payouts for results within the stated performance levels are interpolated on a straight-line basis.

No LTIP awards will be earned at greater than 200% of target. Accordingly, if the resulting payout factor based on performance against the ROATE and ROATA metrics and the TSR modifier exceeds 200% of target, the payout will be reduced to 200% of target. Additionally, if First Hawaiian’s absolute TSR over the three-year performance period is negative, there can be no upward adjustment using the TSR modifier. TSR will be calculated assuming the reinvestment of dividends and using a 30-day trading average to establish starting and ending share prices.

The Compensation Committee believes this approach appropriately measures ~~long-term~~long term performance, ~~in a way that~~ is well aligned with the interests of stockholders and provides balance between financial results and ~~relative~~ TSR. ~~The maximum award~~

Restricted Stock Units

Additionally, for 2021 the Compensation Committee approved grants of restricted stock units to all NEOs that ~~can be earned is 100% of target award. In the event that the calculated achievement factor illustrated~~vest in ~~the table below exceeds 100% of target on an aggregate basis, the award will be reduced to 100%.~~

equal annual installments over a three-year period.

50% Cumulative Pre-Tax Income

25% Relative TSR vs. KBW Regional
Bank Index

25% Relative TSR vs. Hawaii Peers⁽¹⁾

Performance

% of PSUs
Earned

Performance

% of PSUs
Earned

Performance

% of PSUs
Earned

115% of Target 125% 75th Percentile 125% ³ +2% of Median 125%

Target 100% 50th Percentile 100% +/- 0% of Median 100%

85% of Target 50% 30th Percentile or lower 75% £ –2% of Median 75%

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

~~(1)~~: ~~Hawaii Peers are Bank of Hawaii Corp. and Central Pacific Financial Corp.~~

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EXECUTIVE COMPENSATION

~~Table of Contents~~

2021 NEO Long-Term Equity Awards

The following ~~target 2018-2020 LTIP Awards~~awards were granted in 2021 to ~~our~~the NEOs:

Named Executive Officer	Number of Performance Share Units		Number of Restricted Stock Units		Total Grant Date Fair Value(1) ($)
Robert S. Harrison		40,927		27,285		$	1,999,976
Ravi Mallela		15,244		10,163			669,982
Alan H. Arizumi		6,256		4,172			274,987
Lance A. Mizumoto		7,394		4,930			324,984
Ralph M. Mesick		11,376		7,584			499,975
Mitchell E. Nishimoto		4,323		2,882			189,996

Performance Share Units

Named Executive Officer

Number of
Units

Grant Date
Fair Value ($)⁽¹⁾

Robert S. Harrison
25,413 $ 543,965

Eric K. Yeaman
26,279 562,502

Alan H. Arizumi
9,647 206,494

Ravi Mallela⁽²⁾
29,871 639,389

Lance A. Mizumoto
7,503 160,602

Mitchell E. Nishimoto
6,253 133,845

Michael H.F. Ching
— —

(1)

~~(1)~~: The amounts in this column represent the grant date fair value, assuming target performance for the 2021-2023 LTIP Awards, as determined in accordance with Financial Accounting Standards Board ~~("FASB"~~(“FASB”) Accounting Standards Codification ~~("ASC"~~(“ASC”) Topic 718.
~~(2)~~

Results of 2019-2021 LTIP Performance Cycle

In 2019, the Performance Share Awards granted to the NEOs were based on two metrics plus a modifier, the achievement of which resulted in a payout of 163.1% of target shares awarded. The ~~grant date fair value~~calculation of the 163.1% earnout is presented in the table below:

Performance Measure
(% weight)

Payout Schedule

Actual
Results

Target
Award
Earned (%)

Total
Shares
Earned

Return on Average Tangible
Stockholders’ Equity
Relative to the Peer
Group (70%)

75th Percentile or higher: 200% Target Shares earned

50th Percentile: 100% Target Shares earned

30th Percentile: 50% Target Shares earned

Below 30th Percentile: 0% Target Shares earned

ROATE:
45.39%

Rank: #5 out of 23

Percentile
Rank: 81.8%

(200.0%
Achieved)

140.0

Return on Average Tangible Assets Relative to the Peer Group (30%)

75th Percentile or higher: 200% Target Shares earned

50th Percentile: 100% Target Shares earned

30th Percentile: 50% Target Shares earned

Below 30th Percentile: 0% Target Shares earned

ROATA: 3.47%

Rank: #9 out of 23

Percentile
Rank: 63.6%

(154.5% Achieved)

46.4

Unmodified
Results:
186.4%

Relative Total Shareholder Return (TSR) Modifier

75th Percentile or higher: 125% (25% increase)

50th Percentile: 100% (no adjustment)

30th Percentile: 75% (25% decrease)

FHI TSR:
21.74%

Rank: #28 out
of 46

Percentile
Rank: 40th

87.5

Modified Results: 163.1%

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As a result of this performance, the NEOs earned the following Performance Share Awards for the 2019 to 2021 performance cycle:

Named Executive Officer	Number of Performance Share Awards Earned
Robert S. Harrison		60,317
Ravi Mallela		—(1)
Alan H. Arizumi		6,786
Lance A. Mizumoto		9,047
Ralph M. Mesick		6,031
Mitchell E. Nishimoto		3,467(2)

(1)

Mr. ~~Mallela's~~Mallela’s award was forfeited in connection with his resignation in January 2022.

(2)

Reflects pro rated vesting at target ~~2018-2020 LTIP Award was agreed~~based on Mr. Nishimoto’s service through his retirement in ~~his offer letter as described below. See "—~~2021.

Employment Agreements and Offer ~~Letters—Offer Letter with Mr. Mallela~~."Letters

~~The Compensation Committee will determine performance for the 2018-2020 LTIP Awards within 90 days following December 31, 2020.~~

~~Employment Agreements and Offer Letters~~

Employment Agreement with Mr. Harrison

We previously entered into an employment agreement with Mr. Harrison, which became effective on January 1, 2012. The agreement was for an initial term of two years with automatic one-year extensions at the end of each year unless notice of termination is provided. During the initial term of the agreement, Mr. Harrison served as President and Chief Executive Officer, reporting to the board of directors of First Hawaiian Bank and the Chief Executive Officer of BancWest. Mr. Harrison has since been named Chairman and he continues to serve as Chief Executive Officer of First Hawaiian.

Material terms of the employment agreement ~~include:~~include an annual base salary, ~~of $650,000 (which has since been increased to $935,000 for 2018);~~ participation in the Bonus Plan ~~with an~~and annual ~~target bonus of 80% of his annual base salary (which has since been increased to 100% for 2018) with an earn-out range of 0% to 200% of~~equity awards, including performance-and time-vesting equity, as may be established by the target (which has since been changed to an earn-out rate of from 0% to 100% of the target for 2018); and participation in the LTIP, with a target award equal to 50% of his annual base salary (which has since been increased to 61% for 2018) with an earn-out range of 0% to 200% of the target (which has since been changed to a range of 0% to 100% of the target for 2018).

Committee.

Mr. ~~Harrison's~~Harrison’s employment agreement also includes severance benefits, which have since been replaced by his participation in the ~~Executive Change-in-Control Retention Plan of~~ First Hawaiian, ~~Bank~~Inc Amended and Restated (the ~~"Executive CIC Plan"~~“Executive Severance Plan”) as described under "“Executive Compensation—Executive Compensation Tables—Potential Payments upon Termination or Change in ~~Control—Executive Change-In-Control Retention Plan of First Hawaiian Bank~~"Control” below.

The employment agreement also ~~contains~~ contains:

(i)

a confidentiality provision that applies during the term of employment and for one year following any termination of employment,

(ii)

a non-competition

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provision that applies during the term of employment and for one year following any termination of employment that results in severance benefits, and

(iii)

an employee ~~non-solicit~~non-solicitation provision that applies during the term of employment and for one year following any termination of employment.

~~Offer Letter with Mr. Yeaman~~

We previously entered into an offer letter with Mr. Yeaman, which became effective on June 15, 2015. Pursuant to the letter agreement, Mr. Yeaman is an "at will" employee and serves as President and Chief Operating Officer of First Hawaiian Bank. Mr. Yeaman has since been named President and Chief Operating Officer of First Hawaiian, and was appointed Interim Chief Financial Officer of First Hawaiian effective January 31, 2018 through September 6, 2018. Material terms of the offer letter include: an annual base salary of $725,000 (which has since been increased to $780,727 for 2018), subject to periodic review; a one-time sign-on bonus of $100,000, which was subject to repayment if Mr. Yeaman's employment terminated prior to the first anniversary of his start date; participation in the Incentive Plan for Key Employees (and now the Bonus Plan) with an annual target bonus of 90% of Mr. Yeaman's annual base salary; participation in the LTIP with a target award equal to 75% of Mr. Yeaman's annual base salary; participation in the BNP Paribas International Sustainability and Incentive Scheme with a target value of $110,000, which participation (with respect to new awards) ended as of the date of our IPO; participation in the Executive CIC Plan; and an auto allowance of $7,200 per year and certain membership fees. In addition, Mr. Yeaman was granted a transition award opportunity of $710,000 to replace the loss of unvested compensation under deferred compensation arrangements at a prior employer, which comprised 50% in fixed cash and 50% in a cash incentive award, the value of which is tied to the price of BNPP stock. The transition award was paid out entirely in cash in two installments, on March 31, 2016 and on March 31, 2017, and resulted in a payment of $307,682 for 2016 and $348,852 for 2017.

Offer Letter with Mr. Mallela

On July 25, 2018, we entered into an offer letter with Mr. Mallela. Pursuant to the letter agreement, Mr. Mallela iswas an ~~"at will"~~“at will” employee and ~~serves~~served as Executive Vice President, Chief Financial Officer and Treasurer of the Company and the Bank.

Material terms of the offer letter (after reflecting updates to compensation amounts through 2021) include:

•

an annual base salary ~~of $450,000;~~ set at $460,000 for 2021;

•

a one-time sign-on cash award of $150,000, which iswas subject to repayment should Mr. Mallela ~~resign~~have resigned prior to the one-year anniversary of his start ~~date,~~ date;

•

participation in the Bonus Plan with an annual bonus equal to 75% of Mr. ~~Mallela's~~Mallela’s annual base salary for ~~2018 and an annual target bonus of 75% of Mr. Mallela's annual base salary for future years;~~ 2021;

•

participation in the LTIP, ~~including an award of PSUs valued at $668,834 for~~with awards to be determined by the ~~2018-2020 performance period;~~ Compensation Committee;

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•

an award of Company restricted share units valued at $991,472 subject to a three-year vesting schedule, in consideration for equity awards that Mr. Mallela forfeited in connection with his departure from his previous employer;

•

participation in the Executive CIC Plan;

•

an auto allowance of $7,200 per year; and

•

relocation benefits (up to a maximum of $30,000) which ~~will be~~were grossed up in 2019, subject to repayment of 100% (up to a maximum of $30,000), 75% (up to a maximum of $22,500) or 50% (up to a maximum of $15,000) of these relocation benefits if he resigns within one year, two years or three years of his hire date, respectively.

~~Separation and Consulting Agreements~~

Effective January 7, 2022, Mr. Mallela resigned from his positions with ~~Mr. Ching~~

~~On January 8, 2018,~~ the Company and the ~~Bank entered into a Separation Agreement Including Release of Claims (the "Separation Agreement") with Mr. Ching in~~Bank. In connection with his resignation, ~~from all officer~~Mr. Mallela did not receive any severance and ~~director positions he held with the Company, the Bank and any subsidiary or affiliate of the Company effective January 31, 2018. Pursuant to the Separation Agreement, the Company retained~~forfeited his outstanding unvested equity awards. In addition, Mr. ~~Ching as~~Mallela did not earn a ~~consultant pursuant to the terms of a Consulting~~

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~~Agreement (the "Consulting Agreement") entered into on February 1, 2018; the Bank paid Mr. Ching a discretionary~~ bonus for ~~the 2017 performance year in the amount of $235,291; and the Company waived any unamortized portion of the Waialae Country Club initiation fee paid by the Company on behalf of~~ 2021.

Mr. ~~Ching.~~Nishimoto’s Retirement

Effective July 1, 2021, Mr. Ching also received final wages through, and including, January 31, 2018, payment for accrued and unused vacation and any earned amount under the LTIP for the 2015-2017 cycle ended December 31, 2017.

~~Under the Consulting Agreement, Mr. Ching provided consulting and advisory services to~~Nishimoto retired from his positions with the Company and the ~~Bank from February 1, 2018 through June 30, 2018. During 2018,~~Bank. Mr. ~~Ching~~Nishimoto’s retirement entitled him to severance benefits in connection with a resignation for Good Reason following a change in responsibilities under the Executive CIC Plan (as defined below) and thus was ~~paid $203,037 for his consulting services plus reimbursement~~entitled to payments and benefits thereunder in an amount of ~~certain business expenses. Pursuant to~~$1,159,968, which equal one times Mr. Nishimoto’s base salary and bonus, payable on the ~~Consulting Agreement, Mr. Ching remains subject to customer and employee non-solicitation covenants that run for a period of 12 months following the end~~last day of the ~~consulting engagement.~~

month following his resignation. In addition, Mr. Nishimoto’s 2021-2023 LTIP Award remained outstanding and eligible to vest based on achievement of performance; provided that the earned award will be pro rated based on his service from the beginning of the performance period through his retirement date. In addition, a pro rated portion of Mr. Nishimoto’s outstanding performance share awards, restricted stock unit awards and restricted stock awards vested upon his retirement date.

Other Benefits and Retirement Plans

~~Other Benefits and Retirement Plans~~

First Hawaiian, Inc. 401(k) Savings Plan

Effective January 6, 2017, we adopted the First Hawaiian, Inc. 401(k) Savings Plan (the ~~"401(k) Plan"~~“401(k) Plan”)~~. This is~~ ,

a tax-qualified defined contribution savings plan for all eligible employees of First Hawaiian, including each of our NEOs. Under the 401(k) Plan, eligible employees may contribute up to 75% of their pay (subject to Internal Revenue Service ~~("IRS"~~(“IRS”) limitations) to the 401(k) Plan commencing upon their date of hire. Contributions are withheld by payroll deductions on a pre-tax basis. After participants have completed one year and 1,000 hours of service, First Hawaiian will match 100% of the first 5% of the pay that an employee contributes on a pre-tax basis to the 401(k) Plan up to the IRS allowable maximum. Participants are 100% vested in the employer matching contributions. ~~Messrs. Harrison, Yeaman, Arizumi, Mizumoto and Nishimoto~~All NEOs are eligible for such First Hawaiian matching contributions, and Mr. Ching was eligible for such matching contributions prior to his resignation. Mr. Mallela will become eligible for such First Hawaiian matching contributions on October 1, 2019.

contributions.

First Hawaiian, Inc. Future Plan

Effective May 16, 2016, we adopted the First Hawaiian, Inc. Future Plan (the ~~"Future Plan"~~“Future Plan”). The Future Plan is a money purchase plan that is designed to help eligible employees build long-term savings through First Hawaiian contributions toward retirement. Under the Future Plan, First Hawaiian contributes an amount equal to 2.5% of an eligible ~~employee's~~employee’s base salary and any incentive compensation payments, excluding LTIP awards, subject to applicable IRS limits. Employees may direct how contributions will be invested. Contributions are made each calendar quarter to a Future Plan account that is held in the name of each participant. Employees vest ratably in the plan, over five years of service with First Hawaiian, or upon death, disability (as defined in the Future Plan) or attainment of age 65. ~~Messrs. Harrison, Yeaman, Arizumi, Mizumoto and Nishimoto~~All NEOs participate in the Future ~~Plan, and Mr. Ching participated in the Future Plan prior to his resignation.~~

Plan.

Other Retirement and Deferred Compensation Arrangements

In connection with the IPO, we adopted the First Hawaiian, Inc. Deferred Compensation Plan (2016 Restatement) (the ~~"First~~“First Hawaiian, Inc. ~~DCP"~~DCP”) effective December 13, 2016 for First Hawaiian participants. We also maintain the First Hawaiian Bank Deferred Compensation Plan (the ~~"First~~“First Hawaiian Bank ~~DCP"~~DCP”) and the First Hawaiian, Inc. Supplemental Executive Retirement Plan (the

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~~"SERP"~~ “SERP”). ~~The~~On March 11, 2019, the Board approved an amendment to the SERP ~~was amended and restated as of April~~to freeze the SERP effective July 1, 2016 to change the name to its current title, the First Hawaiian, Inc. Supplemental Retirement Plan, but was referred to by its previous title, the BancWest Corporation Supplemental Executive Retirement Plan, in our previous proxy statements.

2019.

Under the First Hawaiian, Inc. DCP, the Compensation Committee of our Board may designate employees

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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for retirement contributions and participants may defer portions of their base salary or cash-based incentive award. Messrs. Harrison, Mallela, Arizumi, Mizumoto and Nishimoto participate in the First Hawaiian, Inc. ~~DCP, and~~DCP. Messrs. Arizumi and Nishimoto ~~receive~~received a retirement ~~contributions~~contribution under the First Hawaiian, Inc. ~~DCP.~~DCP for 2021. Under the First Hawaiian Bank DCP, participating employees may defer a portion of their base salary ~~commission,~~ or incentive compensation. Each participant’s account is increased or decreased by the interest credited or debited to such account as though the balance of that account had been invested in the applicable investment funds or indices chosen by the participating employee. Under the First Hawaiian Bank DCP, the Compensation Committee may also, in its discretion, designate employees on whose behalf First Hawaiian Bank may make executive retirement contributions. For ~~2018,~~2021, Messrs. ~~Yeaman,~~Harrison, Mallela, Mizumoto and ~~Ching~~Mesick received an executive retirement contribution under the First Hawaiian Bank DCP equal to 7.5% of base salary and any incentive compensation payments, excluding LTIP awards. Such retirement contributions vest over five years of service with First Hawaiian Bank with automatic vesting upon attainment of age 65, disability or death prior to termination of employment. Executive retirement contributions are paid in either a lump sum or annual installments, as elected by the executive.

~~The SERP, which will be frozen as of~~

Effective July 1, 2019, the SERP was frozen and all accruals of benefits, including service accruals, ceased. The SERP is a non-qualified plan under which participating executives generally receive a benefit equal to a percentage of the average annual rate of compensation earned during the 60 consecutive calendar months out of the last 120 calendar months of employment or, following the SERP freeze date, ending prior to July 1, 2019, that results in the highest average, subject to reduction in the case of early retirement. Mr. Harrison is the only NEO that participates in the SERP, which is frozen to new participants, and ~~receives~~he will receive a benefit equal to a percentage of the highest consecutive 12 months of compensation earned during his ~~final~~ 60 months of service prior to ~~retirement (excluding the $950,000 supplemental bonus awarded to Mr. Harrison for 2018),~~July 1, 2019, subject to reduction in the case of early retirement. The target percentage is 60% multiplied by a fraction based on credited years of service as of July 1, 2019 under the SERP. The benefit is also reduced by Company contributions to benefits received pursuant to other retirement plans, including, among others, the 401(k) Plan, the Future Plan, and

50% of an ~~executive's~~executive’s monthly primary social security benefit, determined as if the executive was age 65. SERP participants may elect to receive benefits in a monthly annuity, monthly installments or a lump sum, subject to certain restrictions.

Under each of the First Hawaiian, Inc. DCP and the SERP, within thirty days after a ~~"change~~“change in control of the company,"” any amounts credited to accounts of participants in each respective plan that have not previously been contributed to a trust are required to be contributed to a trust. Similarly, within thirty days after a ~~"change~~“change in control of a bank ~~subsidiary"~~subsidiary” any amounts credited to accounts of participants in each respective plan who are employees of that bank subsidiary that have not previously been contributed to a trust are required to be contributed. ~~"Change~~

“Change in control of the company",” as used in the First Hawaiian, Inc. DCP and the SERP, generally ~~means,~~ means:

(i)

any person other than BNPP, any affiliate of BNPP or a fiduciary holding shares under an employee benefit plan, becomes the beneficial owner of more than 50% of the combined voting power of First Hawaiian, Inc.,

(ii)

a merger or consolidation of First Hawaiian, Inc., as a result of which ~~either~~ either:

(A)

any person other than BNPP or an affiliate becomes the beneficial owner of more than 50% of the voting power of First Hawaiian, Inc., or

(B)

the shares of First Hawaiian, Inc. outstanding immediately prior to such transaction do not represent a majority of the voting power of all voting securities of such entity outstanding immediately after such transaction, or

(iii)

the sale of all or substantially all of the assets of First Hawaiian, Inc. ~~"Change~~

“Change in control of a bank ~~subsidiary"~~subsidiary” generally ~~means~~ means:

(i)

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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(ii)

a merger or consolidation of either First Hawaiian Bank or Bank of the West, as a result of which

either:

(A)

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~~either (A)~~

any person other than BNPP or an affiliate becomes the beneficial owner of more than 50% of the voting power of either First Hawaiian Bank or Bank of the West, or

(B)

the shares of either First Hawaiian Bank or Bank of the West outstanding immediately prior to such transaction do not represent a majority of the voting power of all voting securities of such entity outstanding immediately after such transaction, or

(iii)

the sale of all or substantially all of the assets of either First Hawaiian Bank or Bank of the West.

Insurance Plans

Our NEOs participate in a variety of insurance plans, including a group variable universal life insurance policy, an individual disability insurance policy, a group life insurance plan and an executive life insurance plan. Company-paid premiums under those policies are disclosed in the Summary Compensation Table below.

Compensation Risk Management ~~and Governance Policies~~

~~Guidelines for Lending~~ and ~~Borrowing~~

Employees may not personally lend to, or borrow from, other employees or customers. Employees may not borrow from a vendor or customer, except through the use of a customary retail charge account. Employees may borrow from another bank or financial institution, but they may not accept favored treatment that is not extended to other customers of the bank or financial institution as to interest rate, maturity, security, repayment terms or any other provisions. In addition, all directors and those executive officers designated by the Board must be familiar with and abide by Regulation O and its requirements regarding extensions of credit to insiders or to their related interests.

Governance Policies

Stock Ownership Guidelines

We maintain robust stock ownership guidelines to ensure ~~alignment of~~the interests of our executives and non-employee directors align with those of our stockholders, ~~we adopted stock ownership guidelines. The guidelines~~which were revised for senior management in February 2019 and ~~covered~~again in February 2021 and for our non-employee directors

in October 2021. Covered persons have five years from the most recent applicable amendment of the revised guidelines,~~i.e.~~~~, until early 2024 in the case of senior management,~~ or the date the policy or amendment becomes applicable to them, to attain the required ownership levels. All directors and officers subject to this policy are currently in compliance or within their window for compliance with this policy.

The revised guidelines are as follows:

Position	Stock Ownership Requirement		Compliance Period
CEO		6x base salary	Five years from February 27, 2019 (or appointment if later)(1)(2)
President (if other than the CEO)		3x base salary	Five years from appointment
Other Named Executive Officers		2x base salary	Five years from February 27, 2019(1)
Non-Employee Directors		5x annual cash retainer	Five years from October 20, 2021 (or appointment if later)(3)

(1)

•

On February 27, 2019, the Board revised the stock ownership guidelines to increase the stock ownership requirements for the CEO and the other NEOs and provided for a five-year compliance period.

~~Chief Executive Officer =~~(2)

On February 24, 2021, the Board revised the stock ownership guidelines to increase the stock ownership requirement for the CEO from 5x ~~Base Salary~~to 6x base salary. At such time, the Board determined to maintain the February 27, 2024 compliance deadline for the CEO to achieve the 5x ownership level and provided until February 24, 2026, which is five years following the 2021 revision, for the CEO to achieve the 6x ownership level.

(3)

•

~~Chief Operating Officer = 2.5x Base Salary~~

•

~~Other Named Executive Officers = 2x Base Salary~~

•

~~Non-Employee Directors =~~

On October 20, 2021, the Board revised the stock ownership guidelines to increase the stock ownership requirement for non-employee directors from 3x ~~Annual Cash Retainer~~

to 5x the annual cash retainer and provided for a five-year compliance period.

Shares that count toward satisfaction of the guidelines for officers include:

•

shares owned outright,

•

deferred shares or deferred stock units,

•

shares purchased through the Employee Stock Purchase Plan,

•

shares held in retirement accounts,

•

unvested restricted stock or restricted stock units, and

•

earned but unvested performance shares or performance share units.

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~~Table~~

Shares that count toward satisfaction of ~~Contents~~

the guidelines for non-employee directors include shares for which the non-employee director has or shares voting power (which includes the power to vote or direct the voting) and/or investment power (which includes the power to dispose or direct the disposition of such shares).

All participants are currently within their ~~five-year~~ window for compliance with these guidelines.

Clawback Policy

~~For 2018, BNPP's~~

We maintain a clawback policy ~~which applied to each of their controlled entities, including First Hawaiian, provided~~ that in the case of conduct that warrants dismissal, BNPP may recover all or part of certain awards that have already been paid. Following BNPP's sale of their ownership position in First Hawaiian, we adopted a new clawback policy, effective February 27, 2019, coveringcovers all cash and equity incentive compensation. The policy provides for a three-year lookback and, subject to the Compensation ~~Committee's~~Committee’s discretion, First Hawaiian may recover all or part of ~~certain awards~~cash, equity-based or other incentive compensation that ~~have~~has been paid or will be paid due to financial restatement, inaccurate calculation of incentive compensation, individuals operating outside First ~~Hawaiian's~~

Hawaiian’s risk policies and employees committing ethical misconduct.

Prohibition on Share Pledging, Hedging and ~~Hedging~~

~~Employees,~~Short Selling

The Company has established a policy applicable to our directors, officers and employees, as well as their immediate family members and household members, ~~may not pledge~~that prohibits pledging Company stock as collateral for a loan. This includes the use of a traditional margin account with a broker dealer unless the Company stock is treated as non-marginable by the broker dealer. In addition, ~~they~~those persons are prohibited from engaging in short-term or speculative transactions in Company stock, including hedging or monetization ~~transactions.~~

transactions, short sales with respect to our securities or through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.

~~Deductibility of Executive Compensation~~

Deductibility of Executive Compensation

When ~~it reviews~~ compensation matters are reviewed by the Compensation Committee, the Committee considers the anticipated tax and accounting treatment of various payments and ~~benefits, but these considerations are not dispositive.~~ benefits.

Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation in excess of $1 million per year paid by a public company to its ~~"covered~~“covered employees.~~" In the case~~” Prior to our 2020 annual meeting of ~~a corporation that becomes publicly held, including in connection with an initial public offering,~~stockholders, we were eligible for transition relief from the application of Section 162(m) ~~will apply~~with respect to certain compensation provided pursuant to a plan or agreement that

existed during the period in which ~~it was~~we were not publicly held. Such transition relief ~~is expected~~ceased to apply to First Hawaiian ~~until the first stockholder meeting after the close of the third calendar year~~ following ~~the IPO,~~~~i.e.~~, our 2020 annual meeting of stockholders. While we have considered the implications of Section 162(m) and the limits of deductibility on compensation in excess of $1 million in the design of our compensation program, and will continue to evaluate the changes to Section 162(m), we consider it important to retain the flexibility to design a compensation program that is in the best long-term interests of First Hawaiian and our stockholders, ~~unless the applicable plan sooner expires or is materially modified. Notwithstanding the foregoing, we reserve the right to pay amounts that~~even if certain payments thereunder are not deductible under Section 162(m) ~~during any period when Section 162(m) is applicable~~.

Assessing Risk in Our Compensation Programs

The Compensation Committee has evaluated our compensation policies and practices in place in 2021 and has concluded that none of the Company’s incentive plans were likely to ~~us.~~

~~Pursuant to tax legislation enacted~~motivate behavior that would result in ~~December 2017, for taxable years beginning after December 31, 2017, there is no longer an exception~~a material adverse impact to the ~~deductibility limit~~Company. The potential risks identified through the Committee’s risk assessment process were determined to be effectively mitigated through:

•

established risk controls,

•

leadership oversight, and

•

the culture of proactive risk management.

In addition, the Company’s management engaged a third-party consulting firm to review the Company’s incentive plans for ~~qualifying "performance-based compensation" unless~~their potential to introduce problematic risk to the ~~compensation qualifies~~organization. The consulting firm undertook an in-depth review of incentive programs in 2020 and concluded that, overall, the Company’s incentive programs and plans currently were not likely to introduce problematic risk to the Bank. Further, the Company’s management engaged the same consulting firm to update the review for ~~transition relief applicable~~2021 with a focus on new plans or changes to ~~certain arrangements~~existing plans. The consulting firm reached the same conclusions as in ~~place~~2020. Following a review of

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these findings, the Compensation Committee concluded that the Company’s incentive plans were

well designed and are working effectively to motivate performance and mitigate risk.

Change in CEO Pension Value in the Summary Compensation Table

Mr. Harrison is a participant in our SERP, which is a legacy plan that was frozen as of ~~November 2, 2017 (the scope~~July 1, 2019, with associated tax reimbursements discontinued. As such, no future contributions will be made, nor benefits accrued, including service credit.

However, the value of Mr. Harrison’s compensation related to his SERP account as set forth in our Summary Compensation Table may change year-over-year. Specifically, the Summary Compensation Table reflects the change in net present value of Mr. Harrison’s SERP benefits year-over-year, which ~~remains uncertain)~~is driven by changes in market-based discount rates and actuarial assumptions. For example, the ~~definition of "covered employees" has been expanded to include a company's chief financial officer,~~“Change in ~~addition to the chief executive officer~~Pension Value and ~~three other most highly paid executive officers, plus any individual who has been a "covered employee" in any taxable year beginning after December 31, 2016.~~

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Nonqualified Deferred

~~Compensation Committee Report~~

Compensation Earnings” column of the Summary Compensation Table shows a significant increase in the value of Mr. Harrison’s SERP from 2018 to 2019 and again from 2019 to 2020, and no increase in the value of Mr. Harrison’s SERP from 2020 to 2021. In each case, these changes reflect the change in the actuarial estimate of his potential future pension benefits, which is driven in large part by benchmark interest rates.

It is important to note Mr. Harrison received no direct compensation related to his SERP account in 2019, 2020 or 2021, and no SERP benefits will be paid to Mr. Harrison until after his retirement from First Hawaiian.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the CD&A as required by Item 402(b) of Regulation S-K and discussed it with the ~~Company's~~Company’s management team. Based on such review and discussions with management, the Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement.

~~Submitted by the Compensation Committee of the Board of Directors~~

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Matthew J. Cox, Chairman

Allen B. Uyeda
Jenai S. Wall

~~Allen B. Uyeda~~

Vanessa L. Washington

FIRST HAWAIIAN, INC.~~Assessing Risk in the Compensation Programs~~ 2022 PROXY STATEMENT

The Compensation Committee has evaluated our compensation policies and practices in place in 2018 and has concluded that none of the Company's incentive plans were likely to motivate behavior that would result in a material adverse impact to the company. The potential risks identified through the process were determined to be effectively mitigated through established risk controls, leadership oversight, and the culture of proactive risk management.

Specifically, the Compensation Committee undertook an in-depth review of incentive programs in 2018 and concluded that, overall, the Company's incentive programs and plans currently in place are strong. Going forward, the Compensation Committee intends to continue to review and enhance its incentive programs to mitigate potential risks.

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table presents information with respect to our NEOs for the fiscal years ended December 31, ~~2016, 2017~~2021, 2020 and ~~2018.~~

2019.

Name and Principal Position	Year		Salary(1)			Bonus(2)			Stock Awards(3)			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)			All Other Compensation(5)			Total
Robert S. Harrison Chairman, President and Chief Executive Officer		2021		$	969,000		$	1,282,568		$	1,999,976		$	—		$	—		$	176,269		$	4,427,813
		2020			965,833			566,477			1,999,984			—			1,874,412			244,799			5,651,505
		2019			1,137,500			1,034,170			1,999,987			—			1,655,489			184,522			6,011,668
Ravi Mallela Former EVP and Chief Financial Officer(6)		2021			460,000			—			669,982			—			—			87,841			1,217,823
		2020			458,333			205,137			669,976			—			—			100,101			1,433,547
		2019			450,000			372,475			669,997			—			—			88,859			1,581,331
Alan H. Arizumi Vice Chairman, Wealth Management Group		2021			497,350			439,657			274,987			—			—			113,451			1,325,445
		2020			496,125			198,686			274,994			—			—			123,626			1,093,431
		2019			488,333			376,986			225,000			—			—			122,060			1,212,379
Lance A. Mizumoto Vice Chairman and Chief Lending Officer, Commercial Banking Group		2021			433,500			402,938			324,984			—			—			106,877			1,268,299
		2020			432,083			164,726			324,993			—			—			113,318			1,035,120
		2019			424,172			301,826			299,982			—			—			99,009			1,124,989
Ralph M. Mesick Vice Chairman and Chief Risk Officer, Risk Management Group(7)		2021			425,000			370,175			499,975			—			—			81,769			1,376,919
		2020			425,000			153,208			499,990			—			—			87,171			1,165,369
		2019			395,417			234,521			199,988			—			—			80,010			909,936
Mitchell E. Nishimoto Former Vice Chairman and Head of Retail Banking Group(8)		2021			185,238			—			189,996			—			—			1,207,315			1,582,549

Name and Principal Position
Year

Salary⁽²⁾

Bonus⁽³⁾

Stock
Awards⁽⁶⁾

Non-Equity
Incentive Plan
Compensation⁽⁷⁾

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings⁽⁸⁾

All Other
Compensation⁽⁹⁾

Total

Robert S. Harrison
2018 $ 1,125,000 $ 2,089,850 $ 543,965 $ 137,500 $ 53,307 $ 127,184 $ 4,076,806

Chairman and Chief
2017 1,116,042 775,020 1,237,226 1,147,380 1,348,971 135,135 5,759,774

Executive Officer
2016 1,065,000 893,000 1,612,966 789,900 746,429 110,974 5,218,269

Eric K. Yeaman⁽¹⁾
2018 780,727 715,402 562,502 62,500 — 164,116 2,285,247

President and Chief
2017 759,196 1,034,369 ⁽⁴⁾ 544,372 1,051,612 — 163,586 3,553,135

Operating Officer;
2016 743,125 979,682 ⁽⁴⁾ 1,250,298 — — 165,865 3,138,970
Former Interim Chief Financial Officer

Alan H. Arizumi⁽¹⁾

2018

480,000
316,118
206,494
31,250
—
120,548
1,154,410

Vice Chairman, Wealth Management Group

2017

415,156
312,000
179,869
343,054
—
99,575
1,349,654

Ravi Mallela⁽¹⁾

2018

142,497
491,955
⁽⁵⁾
1,630,861
—
—
47,199
2,312,512
EVP, Chief Financial Officer and Treasurer

Lance A. Mizumoto⁽¹⁾

2018

420,030
191,508
160,602
—
—
97,084
869,224
Vice Chairman and Chief Lending Officer, Commercial Banking Group

Mitchell E. Nishimoto⁽¹⁾

2018

347,820
165,000
133,845
23,125
—
83,588
753,378
Vice Chairman and Head of the Retail Banking Group

Michael H.F. Ching⁽¹⁾

2018

51,282
—
—
—
—
211,647
262,929

Former EVP, Chief Financial Officer and Treasurer

2017

465,109
235,291
178,889
328,780
—
102,448
1,310,517

(1)

~~(1)~~: Messrs. Arizumi and Ching were not NEOs in 2016, and Messrs. Mallela, Mizumoto and Nishimoto were not NEOs in 2016 or 2017. Mr. Ching resigned his positions with the Company effective January 31, 2018. Mr. Yeaman served as Interim Chief Financial Officer of the Company and FHB from January 31, 2018 to September 6, 2018. Mr. Mallela was appointed Executive Vice President, Chief Financial Officer and Treasurer of the Company and the Bank effective September 7, 2018.
~~(2)~~: The ~~amount~~amounts in this column for Mr. Harrison ~~represents~~represent his salary ~~($935,000~~and, for ~~fiscal year 2018) and~~2019, his annual role-based allowance ~~($190,000).~~
~~(3)~~: of $190,000.

(2)

The amounts in this column represent annual incentive cash awards earned under the Bonus Plan.

~~(4)~~

In addition to cash awards earned by Mr. Yeaman under the Bonus Plan, such amounts include $348,852 and $307,682 for fiscal years 2017 and 2016, respectively, representing the portion of his transition award under his offer letter that was payable in 2017 and 2016, respectively. See "(3)~~Compensation Discussion and Analysis—Employment Agreements and Offer Letters~~—~~Offer Letter with Mr. Yeaman~~~~" above.~~

~~(5)~~

In addition to the cash award earned by Mr. Mallela under the Bonus Plan, this amount includes a one-time sign-on cash award in the amount of $150,000, subject to repayment if Mr. Mallela resigns during the first year of employment. See "~~Compensation Discussion and Analysis—Employment Agreements and Offer Letters~~—~~Offer Letter with Mr. Mallela~~~~" above.~~

~~(6)~~

The amounts in this column for fiscal year ~~2018~~2021 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of performance share ~~unit awards~~units granted pursuant to the ~~2018-2020~~ LTIP ~~Awards~~for the 2021-2023 cycle and ~~solely for Mr. Mallela, an award of time-based~~ restricted ~~share~~stock units granted pursuant to ~~him in connection with~~ the ~~commencement of his employment in consideration for equity awards Mr. Mallela forfeited upon leaving his prior employer.~~Omnibus Plan during fiscal year 2021. The amounts in this column for fiscal year ~~2017~~2020 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of performance share ~~unit~~ awards granted pursuant to the LTIP for the ~~2017-2019~~2020-2022 cycle (the ~~"2017-2019~~“2020-2022 LTIP ~~Awards"~~Awards”). and restricted share awards granted pursuant to the Omnibus Plan during fiscal year 2020. The amounts in this column for fiscal year ~~2016~~2019 represent the grant date fair value, as determined in

~~Table of Contents~~

accordance with FASB ASC Topic 718, of performance share ~~unit~~ awards granted pursuant to the LTIP for the ~~2016-2018~~2019-2021 cycle (the ~~"2016-2018~~“2019-2021 LTIP ~~Awards"~~Awards”) and ~~one-time grants of~~ restricted ~~shares and performance~~ share ~~units (the "IPO PSUs") in connection with our IPO valued at $496,695 and $286,549 for Messrs. Harrison and Yeaman, respectively.~~awards granted pursuant to the Omnibus Plan during fiscal year 2019. For further information regarding grant date fair value calculations, see Note 2120 to the Consolidated Financial Statements included in First ~~Hawaiian's~~Hawaiian’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018. Each of the 2018-2020~~2021. The LTIP ~~Awards, the 2017-2019 LTIP Awards, the 2016-2018 LTIP Awards and IPO PSU~~Award amounts for each year reported are based on assumed performance achievement ofat 100%, which is the target level of performance share units or performance share award amounts that may be earned. The amounts for the 2021-2023 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share ~~unit~~ award amounts that may be ~~earned.~~

~~(7)~~: earned, are $2,399,959, $803,969, $329,941, $389,960, $599,970 and $227,995 for each of Messrs. Harrison, Mallela, Arizumi, Mizumoto, Mesick and Nishimoto, respectively. The amounts ~~in this column~~ for ~~fiscal year 2018 represent cash-based awards granted under~~ the ~~BNPP CSIS~~2020-2022 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share award amounts that may be earned, are $2,000,010, $669,976, $275,020, $325,019, and $499,990 for each of Messrs. Harrison, ~~Yeaman,~~Mallela, Arizumi, Mizumoto and ~~Nishimoto with a performance period from 2016-2018.~~Mesick, respectively. The amounts ~~in this column for fiscal year 2017 represents the cash incentive awards earned under the LTIP~~ for the ~~2015-2017 cycle (the "2015-2017~~2019-2021 LTIP ~~Awards")~~Awards based on assumed performance achievement of 200%, the highest level of performance share award amounts that may be earned, are $1,999,987, $669,997, $225,027, $299,982 and $199,988 for each of Messrs. Harrison, Mallela, Arizumi, Mizumoto and Arizumi, cash-based awards granted under the BNPP GSIS in 2015 with a performance period from 2016-2018. The amounts in this column for fiscal year 2016 represent the cash incentive awards earned under the LTIP for the 2014-2016 cycle (the "2014-2016 LTIP Awards") and the cash awards granted under the BNPP International Sustainability and Incentive Scheme (the "BNPP ISIS") for the 2014-2016 performance period. Mr. Ching was granted an award under the BNPP GSIS for the 2016-2018 performance period, but such award was forfeited in connection with his resignation.
~~(8)~~: Mesick, respectively.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

(4)

The amounts in this column reflect the actuarial increase in the present value of benefits under the SERP. Mr. Harrison is the only NEO who participates in the SERP, and none of our NEOs received above-market earnings on their non-qualified deferred compensation accounts. The change in pension value represents the present value of future retirement benefits and does not represent any cash benefit to Mr. Harrison. The SERP was frozen and all accruals of benefits, including service accruals, ceased effective July 1, 2019. Therefore, any subsequent changes in the actuarial present value of an NEO’s accumulated benefit under the SERP would likely be attributable, primarily, to variations in the discount rate or modifications to actuarial assumptions. Mr. Harrison was not paid any compensation in respect of the SERP in 2021, 2020 or 2019, and will not be paid any amounts until his retirement or termination of employment with First Hawaiian. See "“Compensation Discussion and ~~Analysis~~—Analysis—Other Benefits and Retirement Plans"” for more information.

(5)

~~(9)~~

The items comprising ~~"All~~“All Other ~~Compensation"~~Compensation” for ~~2018~~2021 are:

Name	Perquisites and Other Personal Benefits(a) ($)			Contributions to Defined Contribution Plans(b) ($)			Insurance Premiums(c) ($)			Other(d) ($)			Total ($)
Robert S. Harrison		$	27,372		$	136,911		$	11,986		$	—		$	176,269
Ravi Mallela			12,319			67,056			8,466			—			87,841
Alan H. Arizumi			26,449			73,953			13,049			—			113,451
Lance A. Mizumoto			26,297			66,617			13,963			—			106,877
Ralph M. Mesick			12,453			57,116			12,200			—			81,769
Mitchell E. Nishimoto			9,096			34,136			4,115			1,159,968			1,207,315

Name

Perquisites and
Other Personal
Benefits^(a)

Tax
Reimbursements^(b)

Contributions
to Defined
Contribution
Plans^(c)

Insurance
Premiums^(d)

Other

Total

Robert S. Harrison
$ 41,916 $ 54,037 $ 20,625 $ 10,606 $ — $ 127,184

Eric K. Yeaman
29,030 1,839 130,593 2,654 — 164,116

Alan H. Arizumi
26,074 4,043 80,025 10,406 — 120,548

Ravi Mallela
35,206 138 10,687 1,168 — 47,199

Lance A. Mizumoto
22,440 4,160 59,248 11,236 — 97,084

Mitchell E. Nishimoto
18,633 2,426 55,637 6,892 — 83,588

Michael H.F. Ching
2,061 9,234 5,882 569 193,901 ^(e) 211,647

(a)

~~(a)~~: "“Perquisites and Other Personal ~~Benefits"~~Benefits” include: for ~~Messrs.~~Mr. Harrison, Company provided parking, automobile allowance and ~~Yeaman, company~~related expenses, club dues and fees, and meals; for Mr. Mallela, Company provided parking, automobile allowance and related expenses, and meals; for Mr. Arizumi, Company provided parking, automobile allowance and related expenses, club dues and fees, and meals; for Mr. Mizumoto, Company provided parking, automobile allowance and related expenses, club dues and fees, meals ~~spousal travel expenses~~ and ~~non-cash gifts provided to First Hawaiian Bank directors;~~executive physical fee; for Mr. ~~Mallela, company~~Mesick, Company provided parking, automobile allowance and related expenses ~~meals, executive physical fee,~~ and ~~relocation benefits in the amount of $26,143;~~meals; and for ~~Messrs. Arizumi, Mizumoto,~~Mr. Nishimoto, ~~and Ching, company~~Company provided parking, automobile allowance and related expenses, club dues and fees and meals.

(b)

Reflects the reimbursement of taxes in 2018 payable by Mr. Harrison in respect of his 2018 SERP accrual ($50,459) and group variable universal life insurance policy ($3,578); by Mr. Yeaman in respect of his group variable universal life insurance policy ($1,839); by Mr. Arizumi in respect of his group variable life insurance policy ($4,043); by Mr. Mallela in respect of his group variable universal life insurance policy ($138); by Mr. Mizumoto in respect of his group variable universal life insurance policy ($4,160); by Mr. Nishimoto in respect of his group variable universal life insurance policy ($2,426); and by Mr. Ching in respect of his group variable universal life insurance policy ($97) and consulting fees pursuant to his Consulting Agreement ($9,137). Tax reimbursements on SERP accruals and company-paid premiums on life insurance will be eliminated from our compensation program in 2019.

~~(c)~~

Reflects Company contributions for Mr. Harrison under the 401(k) Plan ($~~13,750) and the Future Plan ($6,875); for Mr. Yeaman under the 401(k) Plan ($13,750)~~14,500), the Future Plan ($~~6,875)~~7,250) and the First Hawaiian Bank DCP ($~~109,968)~~115,161); for Mr. Mallela under the 401(k) Plan ($9,921), the Future Plan ($7,250) and the First Hawaiian Bank DCP ($49,885); for Mr. Arizumi under the 401(k) Plan ($~~13,750)~~14,500), the Future Plan ($7,250) and the First Hawaiian, Inc. DCP ($~~59,400); for Mr. Mallela under the First Hawaiian Bank DCP ($10,687)~~52,203); for Mr. Mizumoto under the 401(k) Plan ($~~7,708)~~14,500), the Future Plan ($~~6,875)~~7,250) and the First Hawaiian Bank DCP ($~~44,665)~~44,867); and for Mr. Mesick under the 401(k) Plan ($6,500), the Future Plan ($7,250) and the First Hawaiian Bank DCP ($43,366); and for Mr. Nishimoto under the 401(k) Plan ($~~9,250)~~8,799), the Future Plan ($~~6,875) and the First Hawaiian Inc. DCP ($39,512); and for Mr. Ching under the 401(k) Plan ($1,161), the Future Plan ($980)~~6,025) and the First Hawaiian Bank DCP ($~~2,941)~~19,312), as discussed under "“—Compensation Discussion and ~~Analysis~~—Analysis—Other Benefits and Retirement Plans"” above.

~~(d)~~

(c)

Reflects insurance premiums paid for the benefit of the NEOs, including: for Messrs. Harrison, ~~Yeaman,~~Mallela, Arizumi, ~~Mallela,~~ Mizumoto, ~~Nishimoto~~Mesick and ~~Ching~~Nishimoto in a group variable universal life insurance policy, an individual disability insurance policy and a group life insurance plan.

~~(e)~~

(d)

Reflects ~~the~~a severance payment ~~of consulting fees paid to Mr. Ching~~ in the amount of ~~$193,901 pursuant to his Consulting Agreement.~~$1,159,968.

~~Long-Term Incentive Plan~~(6)

Mr. Mallela resigned effective January 7, 2022.

(7)

Effective January 8, 2022, Mr. Ralph M. Mesick was appointed Interim Chief Financial Officer.

(8)

Mr. Nishimoto was not an NEO in 2020 or 2019 and retired effective July 1, 2021.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF CONTENTS 

EXECUTIVE COMPENSATION

2021 Grants of Plan-Based Awards

The following table sets forth plan-based awards granted in 2021.

			Estimated Future Payouts Under Equity Incentive Plan Awards(1)						All Other Stock Awards Number of Shares of Stock or Units(2) (#)		Grant Date Fair Value of Stock Awards(3)
Name	Grant Date		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards(3)
Robert S. Harrison		2/24/21		20,464		40,927		81,854				$	1,199,980
Robert S. Harrison		2/24/21								27,285			799,996
Ravi Mallela		2/12/21		7,622		15,244		30,488					401,984
Ravi Mallela		2/12/21								10,163			267,998
Alan H. Arizumi		2/12/21		3,128		6,256		12,512					164,971
Alan H. Arizumi		2/12/21								4,172			110,016
Lance A. Mizumoto		2/12/21		3,697		7,394		14,788					194,980
Lance A. Mizumoto		2/12/21								4,930			130,004
Ralph M. Mesick		2/12/21		5,688		11,376		22,752					299,985
Ralph M. Mesick		2/12/21								7,584			199,990
Mitchell E. Nishimoto		2/12/21		2,162		4,323		8,646					113,998
Mitchell E. Nishimoto		2/12/21								2,882			75,998

(1)

Represents the 2021-2023 LTIP Awards ~~made prior to 2016 were paid in cash~~under the LTIP, which cliff vest within ~~two and a half months after~~60 days following December 31, 2023, the end of the ~~applicable~~three-year performance period, ~~and are reported in~~subject to continued employment through the ~~Summary Compensation Table as "Non-Equity Incentive Plan Compensation." Awards made in 2018, 2017 and 2016 were made under~~

vesting date.

(2)

~~Table of Contents~~

~~the LTIP in the form of performance share~~

Represents restricted stock units ~~as discussed above under "~~~~Compensation Discussion and Analysis~~—~~Long-Term Incentive Plan~~."

~~The 2018-2020 LTIP Awards were~~ granted in performance share units in 2018 and are reported in the Summary Compensation Table as compensation for the 2018 fiscal year. The 2015-2017 LTIP Awards, which were paid in cash in 2018, and the 2017-2019 LTIP Awards, which were granted in performance share units in 2017, are both reported in the Summary Compensation Table as compensation for the 2017 fiscal year. The 2014-2016 LTIP Awards, which were paid in cash in 2017, and the 2016-2018 LTIP Awards, which were granted in performance share units in 2016, are both reported in the Summary Compensation Table as compensation for the 2016 fiscal year.

~~Legacy Awards~~

~~Prior to the IPO, BNPP granted awards under certain BNPP compensation plans, including the BNPP GSIS, the BNPP CSIS and the BNPP ISIS, to certain executives. BNPP granted cash-based awards~~ under the BNPP GSIS in 2015 with a performance period from 2015-2017 to certain executives, including Messrs. Harrison and Arizumi, and in 2016 with a performance period from 2016-2018 to certain executives, including Mr. Ching. BNPP granted cash-based awards under the BNPP CSIS in 2016 with a performance period from 2016-2018 to certain executives, including Messrs. Harrison, Yeaman, Arizumi and Nishimoto. The performance measures for these awards are based on BNPP's operating performance, corporate social responsibility performance and positive pre-tax income. The amounts to be paid under the BNPP CSIS awards granted in 2016, as reported in the Summary Compensation Table above as "Non-Equity IncentiveOmnibus Plan Compensation" for 2018, were $137,500 for Mr. Harrison, $62,500 for Mr. Yeaman, $31,250 for Mr. Arizumi and $23,125 for Mr. Nishimoto. The BNPP GSIS award granted to Mr. Ching in 2016 was forfeited in connection with his resignation.

In connection with the IPO, our Board approved the award of special one-time grants of restricted shares and performance share units (the "IPO awards") to certain key executives, including each of our NEOs, which were granted upon the completion of the IPO. The restricted share portion of the IPO awards was fully vested on grant and subject to transfer restrictions that lapsed six months following the grant date for 50% of the restricted shares and 18 months following the grant date for the remaining 50% of the restricted shares. The performance share units portion of the IPO awards vest in three equal annual installments on each of ~~the first three anniversaries of the date of the IPO,~~February 12, 2022, February 12, 2023 and February 12, 2024 (February 24, 2022, February 24, 2023 and February 24, 2024 for Mr. Harrison), subject to continued employment (other than a termination of employment by reason of death, disability or retirement) and positive First Hawaiian Core Net Income, as defined within the terms of the performance share unit award agreement, in the fiscal year immediately precedingthrough the applicable vesting date. ~~Performance share units are subject to transfer restrictions that will lapse six months following the applicable vesting date.~~

(3)

~~Table of Contents~~

~~2018 Grants of Plan-Based Awards~~

~~The following table sets forth plan-based awards granted in 2018.~~

All Other

Stock Awards

Estimated Future Payouts Under

Number of

Grant Date

Equity Incentive Plan Awards⁽¹⁾

Shares of

Fair Value of

Threshold

Target

Maximum

Stock or Units

Stock

Name
Grant Date

(#)

(#)

(#)

(#)

Awards⁽³⁾

Robert S. Harrison
12/19/18 15,883 25,413 25,413 — $ 543,965

Eric K. Yeaman
12/19/18 16,424 26,279 26,279 — 562,502

Alan H. Arizumi
12/19/18 6,029 9,647 9,647 — 206,494

Ravi Mallela
12/19/18 18,669 29,871 29,871 — 639,389

9/7/18 — — — 34,295 ⁽²⁾ 991,472

Lance A. Mizumoto
12/19/18 4,689 7,503 7,503 — 160,602

Mitchell E. Nishimoto
12/19/18 3,908 6,253 6,253 — 133,845

Michael H.F. Ching
— — — — — —

~~(1)~~: ~~Represents the 2018-2020 LTIP Awards under the LTIP. The target number of performance share units for each executive is equal to the highest level of performance share units that may be earned (100%).~~
~~(2)~~: Represents time-based restricted share units granted to Mr. Mallela under the First Hawaiian, Inc. 2016 Omnibus Incentive Plan in connection with the commencement of his employment and in consideration for equity awards Mr. Mallela forfeited upon leaving his prior employer. See "~~Compensation Discussion and Analysis—Employment Agreements and Offer Letters~~—~~Offer Letter with Mr. Mallela~~~~" above.~~
~~(3)~~: The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

~~Table of Contents~~

Outstanding Equity Awards at ~~2018~~2021 Fiscal Year End

As of December 31, ~~2018,~~2021, our NEOs held outstanding equity-based awards of First Hawaiian common stock as listed in the table below.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Robert S. Harrison		12,328(2)		$	336,924		—		$	—
		60,317(3)			1,648,464		—			—
		25,680(4)			701,834		—			—
		—			—		38,521(5)			1,052,779
		27,285(6)			745,699		—			—
		—			—		40,927(7)			1,118,535
Ravi Mallela(8)		4,131(2)			112,900		—			—
		20,206(3)			552,230		—			—
		8,603(4)			235,120		—			—
		—			—		12,904(5)			352,666
		10,163(6)			277,755		—			—
		—			—		15,244(7)			416,619
Alan H. Arizumi		1,388(2)			37,934		—			—
		6,786(3)			185,461		—			—
		3,531(4)			96,502		—			—
		—			—		5,297(5)			144,767
		4,172(6)			114,021		—			—
		—			—		6,256(7)			170,976
Lance A. Mizumoto		1,849(2)			50,533		—			—
		9,047(3)			247,255		—			—
		4,173(4)			114,048		—			—
		—			—		6,260(5)			171,086
		4,930(6)			134,737		—			—
		—			—		7,394(7)			202,078
Ralph M. Mesick		1,234(2)			33,725		—			—
		6,031(3)			164,827		—			—
		6,420(4)			175,459		—			—
		—			—		9,630(5)			263,188
		7,584(6)			207,271		—			—
		—			—		11,376(7)			310,906
Mitchell E. Nishimoto		—			—		4,323(7)			118,148

Stock Awards

Name

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 Value of
Unearned Shares,
Units or Other
Rights Units That
Have Not
Vested ($)⁽⁶⁾

Robert S. Harrison
— — 6,784 ⁽¹⁾ $ 152,708

— — 24,739 ⁽²⁾ 556,875

— — 43,362 ⁽³⁾ 976,079

— — 25,413 ⁽⁴⁾ 572,047

Eric K. Yeaman
— — 3,913 ⁽¹⁾ 88,082

— — 24,347 ⁽²⁾ 548,051

— — 19,079 ⁽³⁾ 429,468

— — 26,279 ⁽⁴⁾ 591,540

Alan H. Arizumi
— — 2,610 ⁽¹⁾ 58,751

— — 6,000 ⁽²⁾ 135,060

— — 6,304 ⁽³⁾ 141,903

— — 9,647 ⁽⁴⁾ 217,154

Ravi Mallela
— — 29,871 ⁽⁴⁾ 672,396

34,295⁽⁵⁾ 771,980 — —

Lance A. Mizumoto
— — 3,633 ⁽³⁾ 81,779

— — 7,503 ⁽⁴⁾ 168,893

Mitchell E. Nishimoto
— — 2,610 ⁽¹⁾ 58,751

— — 4,434 ⁽²⁾ 99,809

— — 3,935 ⁽³⁾ 88,577

— — 6,253 ⁽⁴⁾ 140,755

Michael H.F. Ching
— — — —

(1)

~~(1)~~: Represents performance share units granted in connection with our IPO, which vest in three equal annual installments on each of August 9, 2017, August 9, 2018 and August 9, 2019, subject to continued employment through the vesting date.
~~(2)~~: ~~Represents the 2016-2018 LTIP Awards at 100% performance, which cliff vest within 90 days following the end of the three-year performance period.~~
~~(3)~~: ~~Represents the 2017-2019 LTIP Awards at 100% performance, which cliff vest within 90 days following the end of the three-year performance period.~~
~~(4)~~: ~~Represents the 2018-2020 LTIP Awards at 100% performance, which cliff vest within 90 days following the end of the three-year performance period.~~
~~(5)~~: Represents time-based restricted share units granted in connection with the commencement of Mr. Mallela's employment that vest in equal installments on September 7, 2019, September 7, 2020 and September 7, 2021.
~~(6)~~: Based on the closing sale price of First Hawaiian common stock on NASDAQ of ~~$22.51~~$27.33 per share on December 31, ~~2018.~~

2021.

(2)

Represents restricted share awards that vest on April 24, 2022, subject to continued employment through the applicable vesting date.

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EXECUTIVE COMPENSATION

(3)~~Table~~

Represents the 2019-2021 LTIP Awards at earned performance, which cliff vest within 60 days following December 31, 2021, the end of ~~Contents~~the three-year performance period, subject to continued employment through the vesting date.

(4)

Represents restricted share awards that vest on February 26, 2022 and February 26, 2023, subject to continued employment through the applicable vesting dates.

~~2018~~(5)

Represents the 2020-2022 LTIP Awards at 100% performance, which cliff vest within 60 days following December 31, 2022, the end of the three-year performance period, subject to continued employment through the vesting date.

(6)

Represents restricted stock units that vest in three equal annual installments on each of February 12, 2022, February 12, 2023 and February 12, 2024 (February 24, 2022, February 24, 2023 and February 24, 2024 for Mr. Harrison), subject to continued employment through the applicable vesting date.

(7)

Represents the 2021-2023 LTIP Awards at 100% performance, which cliff vest within 60 days following December 31, 2023, the end of the three-year performance period, subject to continued employment through the vesting date, except for Mr. Nishimoto whose award will be pro rated based on his retirement date.

(8)

Mr. Mallela forfeited all outstanding awards upon his resignation effective January 7, 2022.

2021 Stock Vested

Stock Awards

The following table sets forth information with respect to our NEOs regarding the value of stock awards that vested in ~~2018, which, for each applicable NEO, were~~2021.

	Stock Award
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(4)
Robert S. Harrison		46,704		$	1,222,042
Ravi Mallela(2)		45,178			1,163,979
Alan H. Arizumi		11,326			287,783
Lance A. Mizumoto		10,293			264,640
Ralph M. Mesick		8,371			219,538
Mitchell E. Nishimoto(3)		16,289			439,379

(1)

Amounts include (i) performance share ~~units~~unit awards granted pursuant to the LTIP for the 2018-2020 performance cycle (the “2018-2020 LTIP Awards”) that vested at 84.75% performance on February 4, 2021, (ii) the portion of restricted share awards awarded on April 24, 2019 that vested on ~~August 9, 2018.~~

Stock Awards

Name

Number of Shares
Acquired on
Vesting (#)⁽¹⁾

Value
Realized on
Vesting ($)⁽²⁾

Robert S. Harrison
6,782 $ 195,389

Eric K. Yeaman
3,913 112,734

Alan H. Arizumi
2,608 75,136

Ravi Mallela
— —

Lance A. Mizumoto
— —

Mitchell E. Nishimoto
2,608 75,136

Michael H.F. Ching
— —

~~(1)~~: ~~Includes~~April 24, 2021 and (iii) the portion of ~~performance~~restricted share awards awarded on February 26, 2020 that vested on February 26, 2021.

(2)

Includes a portion of time-based restricted share units granted in connection with ~~our IPO~~the commencement of Mr. Mallela’s employment that vested on ~~August 9, 2018.~~

~~(2)~~

September 7, 2021.

(3)

Amounts include a portion of awards that were subject to accelerated vesting due to Mr. Nishimoto’s retirement.

(4)

Based, in each case, on the closing sale price of First Hawaiian common stock on NASDAQ ~~of $28.81 per share~~ on ~~August 9, 2018,~~ the ~~date of vesting.~~applicable vesting date.

~~2018~~

2021 Pension Benefits

The following table provides information as of December 31, 2021 with respect to each defined benefit or other pension plan that provides for pension benefits in which our NEOs participate. For ~~2018,~~2021, Mr. Harrison was the only NEO who participated in the SERP. Effective July 1, 2019, the SERP was frozen, and all accruals of benefits, including pay and service accruals, ceased. For more information, see "“—Compensation Discussion and Analysis—Other Benefits and Retirement Plans."”

	Name			Plan Name						Number of Years Credited Service (#)						Present Value of Accumulated Benefit ($)(1)						Payments During Last Fiscal Year ($)
	Robert S. Harrison					SERP						27					$	16,512,436					$	—

(1)

Name
Plan Name

Number of Years
Credited
Service (#)

Present Value
of Accumulated
Benefit ($)⁽¹⁾

Payments During
Last Fiscal
Year ($)

Robert S. Harrison
SERP 25 $ 11,966,126 $ —

~~(1)~~: As of December 31, ~~2018.~~

2021.

~~2018~~

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2021 Nonqualified Deferred Compensation

The following table provides information with respect to each defined contribution or other plan that provides for nonqualified deferred compensation in which our NEOs participate. For ~~2018,~~2021, Messrs. Harrison, Mallela, Arizumi, Mizumoto and Nishimoto participated in the First Hawaiian, Inc. DCP. Messrs. Arizumi and Nishimoto received a retirement contribution under the First Hawaiian, Inc. DCP, and

~~Table of Contents~~

Messrs. ~~Yeaman,~~Harrison, Mallela, Mizumoto and ~~Ching~~Mesick participated in and received executive retirement contributions under the First Hawaiian Bank DCP. For more information, see "“Compensation Discussion and Analysis—Other Benefits and Retirement Plans."”

Name	Executive Contributions in Fiscal Year 2021			Registrant Contributions in Fiscal Year 2021(1)			Aggregate Earnings in Fiscal Year 2021			Aggregate Withdrawals/ Distributions			Aggregate Balance at End of Fiscal Year 2021(2)
Robert S. Harrison		$	—		$	112,455		$	77,694		$	—		$	1,967,903
Ravi Mallela			60,857			49,885			16,557			—			342,549
Alan H. Arizumi			—			50,976			79,911			—			2,742,887
Lance A. Mizumoto			119,645			43,813			71,993			—			594,931
Ralph M. Mesick			—			42,347			40,471			—			301,024
Mitchell E. Nishimoto			16,487			18,858			11,044			—			385,633

(1)

Name

Executive
Contributions
in Fiscal
Year 2018⁽¹⁾

Registrant
Contributions
in Fiscal
Year 2018⁽¹⁾

  Aggregate
  Earnings in
  Fiscal
  Year 2018⁽¹⁾

Aggregate
Withdrawals/
Distributions

  Aggregate
  Balance at End
  of Fiscal Year
  2018⁽²⁾

Robert S. Harrison
$ 251,420 $ — $ 60,022 $ — $ 1,479,957

Eric K. Yeaman
— 109,968 5,195 — 382,541

Alan H. Arizumi
252,814 59,400 91,774 — 2,320,651

Ravi Mallela
8,250 10,687 35 — 18,973

Lance A. Mizumoto
— 44,665 (7,514 ) — 56,482

Mitchell E. Nishimoto
8,950 39,512 8,212 — 221,238

Michael H.F. Ching
— 2,941 3,063 (12,808 ) 46,637 ⁽³⁾

~~(1)~~: Amounts reported as contributions for the registrant are reported as ~~"All~~“All Other ~~Compensation"~~Compensation” in the Summary Compensation Table for ~~2018.~~
2021.

(2)

Amounts reported here were not previously reported in the Summary Compensation Table.

~~(3)~~

~~Amounts do not include forfeiture of the unvested balance totaling $97,829.~~

Potential Payments upon Termination or Change in Control

Executive ~~Change-in-Control Retention~~Severance Plan ~~of First Hawaiian Bank~~

In May 2015, the First Hawaiian Bank board of directors adopted the Executive Change in Control Retention Plan (the “Executive CIC ~~Plan~~Plan”) to advance the interests of First Hawaiian Bank by ensuring the continued employment, dedication and focused attention of its executive officers, notwithstanding the possibility, threat or occurrence of a change in control. On October 20, 2021, the board of directors approved and adopted the First Hawaiian, Inc. Executive Severance Plan, as amended and restated (the “Severance Plan”), effective as of the same date. The Severance Plan amends and restates and replaces the Executive CIC Plan. Executive officers of First Hawaiian, ~~Bank~~Inc. become eligible to participate in the ~~plan~~Severance Plan upon designation by the Compensation Committee of the First Hawaiian, ~~Bank~~Inc. board of directors. Each of our NEOs participate in the Severance Plan, except for Mr. Nishimoto, whose retirement in July 2021 entitled him to severance benefits under the Executive CIC Plan. For information regarding the benefits payable to Mr. ~~Harrison's~~Nishimoto under the Executive CIC Plan, see “See “—Compensation Discussion and Analysis—Employment Agreements and Offer Letters—Mr. Nishimoto’s Retirement” above.

Mr. Harrison’s participation in the ~~Executive CIC~~Severance Plan replaces the severance benefits he would otherwise be entitled to pursuant to his employment agreement. ~~Severance benefits provided under the Executive CIC Plan vary based on the level of employee.~~ The following description and level of severance benefits applies to our NEOs as of December 31, 2018 and not necessarily applicable to other participants in the Executive CIC Plan. Messrs. Mizumoto and Nishimoto were each named Vice Chairman effective as of January 1, 2019. Accordingly, they will receive the higher level of benefits described below in the event of a future qualifying termination.

2021.

Under the ~~Executive CIC~~Severance Plan, if within two years after a ~~"change~~“change in ~~control" (x)~~control” (x) an ~~executive's~~executive’s employment is involuntarily terminated without ~~"cause"~~“cause” or (y) an executive terminates employment for ~~"good~~“good reason,"” subject to the effectiveness of a release of claims, such executive is entitled to (i) ~~a lump sum payment generally payable on~~cash severance of an amount equal to two times the ~~last day~~executive’s highest annual base salary earned at any time during the preceding three fiscal years; (ii) an amount equal to two times the average of the ~~month following~~executive’s actual payment amounts under the applicable bonus plan for each of the preceding two fiscal years; (iii) continuing health benefits for one year; and (iv) outplacement benefits.

Under the Severance Plan, if outside of the two years after a “change in control,” including during any period prior to a “change in control,” (x) an executive is involuntarily terminated by First Hawaiian, Inc. without “cause” or (y) an executive terminates employment with First Hawaiian, Inc. for “good

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reason,” subject to the effectiveness of a release of claims, such ~~termination~~executive will be entitled to (i) cash severance of ~~employment~~an amount equal to ~~(A)~~ one times ~~(one-half times for Messrs. Mallela, Mizumoto and Nishimoto)~~ the ~~executive's~~executive’s highest annual base salary earned at any time during the preceding three fiscal years; and ~~(B)~~(ii) an amount equal to one times ~~(one-half times for Messrs. Mallela, Mizumoto and Nishimoto)~~ the ~~largest~~average of ~~(1)~~ the executive’s actual ~~annual bonus earned~~payment amounts under the ~~Bonus Plan during the fiscal year in which termination occurs, (2) the executive's target annual~~applicable bonus ~~under the Bonus Plan at the date of termination and (3) the highest bonus actually paid to the executive under the Bonus Plan in any~~plan for each of the ~~three~~preceding two fiscal years prior to termination; (ii) health benefits in the form of a subsidy toward the premium cost of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act for two years (one year for Messrs. Mallela, Mizumoto and

years.

~~Table of Contents~~

Nishimoto) after termination of employment; and (iii) reimbursement for reasonable expenses incurred for outplacement services, up to a maximum of $20,000. In addition, if an executive in the Executive CIC Plan executes a supplemental participation agreement to be bound by a non-competition provision and an employee and customer non-solicitation provision for one year after termination of employment and refrains from competing and soliciting employees and customers during such one-year period, the executive will also be entitled to a lump sum payment in the thirteenth month after termination equal to (i) one times (one-half times for Messrs. Mallela, Mizumoto and Nishimoto) the highest annual base salary earned at any time during the last three completed fiscal years; and (ii) one times (one-half times for Messrs. Mallela, Mizumoto and Nishimoto) the largest of (1) the executive's actual annual bonus earned under the Bonus Plan during the fiscal year in which termination occurs, (2) the executive's target annual bonus under the Bonus Plan at the date of termination and (3) the highest bonus actually paid under the Bonus Plan to the executive in any of the three most recent consecutive fiscal years prior to termination of employment.

Under the Executive CIC Plan, if outside of the two years after a "change in control," including during any period prior to a "change in control," (x) an executive is involuntarily terminated by First Hawaiian Bank without "cause" or (y) an executive terminates employment with First Hawaiian Bank for "good reason," such executive will be entitled to (i) a lump sum paid one month after termination of employment equal to (A) two times (one times for Messrs. Mallela, Mizumoto and Nishimoto) the executive's highest annual base salary at any time during the preceding three fiscal years; and (B) two times (one times for Messrs. Mallela, Mizumoto and Nishimoto) the largest of (1) the actual annual bonus earned under the Bonus Plan during the fiscal year in which termination occurs, (2) the participant's target annual bonus under the Bonus Plan at the date of termination and (3) the highest bonus actually paid under the Bonus Plan to the executive in any of the three most recent consecutive fiscal years prior to termination.

For purposes of the ~~Executive CIC~~Severance Plan, ~~"cause"~~“cause” generally means the ~~executive's~~executive’s (i) willful failure to perform his or her duties, which is not remedied within fifteen business days following written notice; (ii) gross negligence in the performance of duties; (iii) conviction of, or plea of guilty or no contest to, any felony or any other crime involving the personal enrichment of the executive at First Hawaiian, ~~Bank's~~Inc.’s expense; (iv) willful engagement in conduct that is demonstrably and materially injurious to First Hawaiian, ~~Bank;~~Inc.; (v) material violation of any federal or state banking law or regulation; (vi) material violation of any provision of First Hawaiian, ~~Bank's~~Inc.’s code of conduct and ethics or other established code of conduct to which the executive is subject; and (vii) willful violation of confidentiality, non-disparagement, ~~non-competition,~~noncompetition, and employee and customer non-solicitation covenants.

~~"Good reason"~~

“Good reason” generally means an executive (i) has incurred a material reduction in base salary, authority, duties or ~~responsibilities,~~responsibilities; or ~~in the budget over which the participant has authority;~~ (ii) ~~has incurred a material reduction in the authority, duties or responsibilities of the executive's supervisor; or (iii)~~ has been provided notice that his principal place of work will be relocated to a different Hawaiian Island or to a place more than 50 miles from the ~~executive's~~executive’s base of ~~employment immediately prior~~employment.

“Change in control” generally means the occurrence of any of the following events:

during any period of not more than 36 months, individuals who constitute the board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the board, provided that any person becoming a director subsequent to the ~~change~~beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the board (either by a specific vote or by approval of the proxy statement of First Hawaiian in ~~control.~~

~~"Change in control" generally means, (i) any transaction~~which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent

Director; provided, however, that no individual initially elected or nominated as a director of First Hawaiian as a result of ~~which, immediately thereafter, BNPP owns~~an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the board will be deemed to be an Incumbent Director;

ii.

any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ~~(A)~~of securities of First Hawaiian ~~Inc.~~ representing ~~no more than~~ 50% or ~~less~~more of the combined voting power of First ~~Hawaiian, Inc.~~Hawaiian’s then outstanding securities eligible to vote for the election of the board (“Company Voting Securities”); provided, however, that the event described herein will not be deemed to be a change in control by virtue of the ownership, or acquisition, of Company Voting Securities: (A) First Hawaiian, Inc., (B) by any employee benefit plan (or related trust) sponsored or maintained by First Hawaiian, Inc., (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined below);

iii.

the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving First Hawaiian that requires the approval of First ~~Hawaiian Bank representing no~~Hawaiian’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% ~~or less~~ of the ~~combined~~total voting power of ~~First Hawaiian Bank then~~(x) the entity resulting from such Business Combination (the “Surviving Entity”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into

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which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or ~~(ii)~~maintained by the Surviving Entity or the parent), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (C) at least 50% of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) herein will be deemed to be a “Non-Qualifying Transaction”);

iv.

the consummation of a sale of all or substantially all of ~~the~~First Hawaiian’s assets (other than to an affiliate of First ~~Hawaiian Bank~~Hawaiian); and

First Hawaiian’s stockholders approve a plan of complete liquidation or dissolution of First Hawaiian.

Notwithstanding the foregoing, a change in control will not be deemed to ~~an unrelated third party. Accordingly, a "change in control" was triggered for purposes~~occur solely because any person acquires beneficial ownership of more than 50% of the ~~Executive CIC Plan on May 10, 2018. However, no benefits will be paid to any participant under~~Company Voting Securities as a result of the ~~Executive CIC Plan unless~~acquisition of Company Voting Securities by First Hawaiian, Inc. which reduces the number of Company Voting Securities outstanding; provided

that if after such ~~participant experiences~~acquisition by First Hawaiian, Inc. such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a ~~qualifying termination occurs within two years after the~~ change in ~~control.~~

control will then occur.

~~Table of Contents~~

~~�� The Executive CIC~~Participants in the Severance Plan ~~also contains~~are subject to restrictive covenants, including (i) noncompetition and nonsolicitation requirements, (ii) a confidentiality provision and ~~(ii)~~(iii) a non-disparagement provision, each of which applies during employment and for one year following any ~~qualifying~~ termination of ~~employment under the Executive CIC Plan.~~

employment.

Outstanding Equity Awards

In the event of termination without cause or for good reason within two years following a change in control, outstanding performance share units and performance shares granted under the LTIP ~~or as IPO awards~~will be earned based on the greater of target and actual performance and will remain subject to time-based vesting in accordance with the original performance cycle, and outstanding restricted shares granted under the Omnibus Plan will vest in full. For outstanding performance share units and performance shares granted under the LTIP, in the event of retirement, death or disability, a ~~pro-rated~~pro rated portion of such performance ~~share units will vest. For outstanding performance share units granted as IPO awards, upon a termination of employment by reason of disability~~shares or ~~retirement, such performance share units will continue to vest as scheduled based on actual performance, and on a termination of employment by reason of death, such~~ performance share units will vest at target performance, except that in the event of retirement, the 2021-2023 LTIP Awards will vest on the planned vesting date at actual performance in a prorated amount based on the period of employment prior to retirement relative to the three-year performance period. For outstanding restricted shares and restricted stock units under the Omnibus Plan, in the event of retirement, death or disability, such restricted shares and restricted stock units will immediately vest in full, except that in the event of retirement, such awards made in 2020 and ~~all transfer restrictions~~thereafter will ~~immediately lapse.~~

vest on a pro rated basis based on the portion of the vesting period served.

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EXECUTIVE COMPENSATION

Potential Payments upon Termination or Change in Control

The following table and footnotes describe certain potential payments that each NEO would receive upon certain terminations of employment, assuming that the termination event was effective as of December 31, ~~2018~~2021 and the value of our common stock of ~~$22.51~~$27.33, the closing price of our common stock on December 31, ~~2018,~~2021, the last trading day in 2018. Mr. Ching, who separated in January 2018, is not included in the table below because he was not employed by us on December 31, 2018. In connection with his separation, Mr. Ching received accrued but unused vacation pay (which is a benefit that is generally available to all salaried employees on a non-discriminatory basis) and consulting fees in the amount of $203,037 paid pursuant to the Consulting Agreement. For additional information, see "~~Compensation Discussion and Analysis—Employment Agreements and Offer Letters~~—~~Separation and Consulting Agreements with Mr. Ching~~~~" above.~~2021. For information regarding benefits that would be payable

~~Table of Contents~~

with respect to the SERP, First Hawaiian, Inc. DCP and First Hawaiian Bank DCP, see the "“2021 Pension Benefits"” and "“2021 Nonqualified Deferred Compensation"” tables ~~above.~~on pages 65

and 66.

Named Executive Officer	Cash Severance(2)			Health and Welfare Benefits			Stock Awards(3)			Outplacement Benefits			Total
Robert S. Harrison
Termination in Connection with a Change in Control(1)		$	3,538,647		$	48,249		$	6,839,141(4)		$	20,000		$	10,446,037
Termination without Cause or for Good Reason			1,769,324			—			—			—			1,769,324
Retirement			—			—			3,559,651			—			3,559,651
Death or Disability			—			—			4,507,619			—			4,507,619
Ravi Mallela(5)
Termination in Connection with a Change in Control(1)			1,497,612			24,125			1,841,277(4)			20,000			3,383,014
Termination without Case or for Good Reason			748,806			—			—			—			748,806
Retirement			—			—			1,214,245			—			1,214,245
Death or Disability			—			—			1,551,989			—			1,551,989
Alan H. Arizumi
Termination in Connection with a Change in Control(1)			1,570,372			15,905			941,191(4)			20,000			2,547,468
Termination without Cause or for Good Reason			785,186			—			—			—			785,186
Retirement			—			—			448,759			—			448,759
Death or Disability			—			—			587,404			—			587,404
Lance A. Mizumoto
Termination in Connection with a Change in Control(1)			1,333,551			35,143			1,140,426(4)			20,000			2,529,120
Termination without Cause or for Good Reason			666,776			—			—			—			666,776
Retirement			—			—			564,146			—			564,146
Death or Disability			—			—			727,989			—			727,989
Ralph M. Mesick
Termination in Connection with a Change in Control(1)			1,237,729			29,231			1,538,925(4)			20,000			2,825,885
Termination without Cause or for Good Reason			618,865			—			—			—			618,865
Retirement			—			—			660,156			—			660,156
Death or Disability			—			—			912,193			—			912,193
Mitchell E. Nishimoto(5)
Retirement			1,159,968			—			439,379			—			1,599,347

(1)

Named Executive Officer

Cash
Severance⁽²⁾

Health and
Welfare
Benefits

Stock
Awards⁽³⁾

Outplacement
Benefits

Total

Robert S. Harrison

Termination in Connection with a Change in Control⁽¹⁾
$ 4,529,700 $ 3,953 $ 2,257,708 $ 20,000 $ 6,811,361

Termination without Cause or for Good Reason
4,529,700 — — — 4,529,700

Retirement
— — 1,550,984 — 1,550,984

Death or Disability
— — 1,550,984 — 1,550,984

Eric K. Yeaman

Termination in Connection with a Change in Control⁽¹⁾
2,992,258 3,953 1,657,141 20,000 4,673,352

Termination without Cause or for Good Reason
2,992,258 — — — 2,992,258

Retirement
— — 1,119,625 — 1,119,625

Death or Disability
— — 1,119,625 — 1,119,625

Alan H. Arizumi

Termination in Connection with a Change in Control⁽¹⁾
1,592,236 1,310 552,868 20,000 2,166,414

Termination without Cause or for Good Reason
1,592,236 — — — 1,592,236

Retirement
— — 360,798 — 360,798

Death or Disability
— — 360,798 — 360,798

Ravi Mallela

Termination in Connection with a Change in Control⁽¹⁾
484,452 3,953 672,396 20,000 1,180,801

Termination without Case or for Good Reason
484,452 — — — 484,452

Retirement
— — 224,132 — 224,132

Death or Disability
— — 224,132 — 224,132

Lance A. Mizumoto

Termination in Connection with a Change in Control⁽¹⁾
611,538 2,879 250,671 20,000 885,088

Termination without Cause or for Good Reason
611,538 — — — 611,538

Retirement
— — 110,817 — 110,817

Death or Disability
— — 110,817 — 110,817

Mitchell E. Nishimoto

Termination in Connection with a Change in Control⁽¹⁾
526,820 3,947 387,892 20,000 938,659

Termination without Cause or for Good Reason
526,820 — — — 526,820

Retirement
— — 264,530 — 264,530

Death or Disability
— — 264,530 — 264,530

~~(1)~~: The severance amount included here assumes that there has been a “Change in Control” of the Company (as defined in the Severance Plan) on December 31, 2021, the NEO has experienced a “CIC Qualifying Termination” (as defined

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in the Severance Plan), and the NEO agrees to be bound by, and complies with, the applicable restrictive covenants for twelve (12) months following termination.

(2)

~~Table of Contents~~

~~(2)~~: For purposes of calculating the severance amount in accordance with the terms of the ~~Executive CIC~~Severance Plan, includes the largest annual base salary during the preceding three fiscal years and the ~~largest~~average of the actual paid bonus ~~actually paid~~amounts under the Bonus Plan ~~during~~for each of the preceding ~~three~~two fiscal years.

(3)

Represents accelerated vesting of otherwise unvested performance share units and performance shares granted under the LTIP and accelerated vesting of otherwise unvested restricted stock units and restricted share awards granted under the Omnibus Plan.

(4)

The amounts included assume maximum performance for all unearned performance share units or performance shares, which, upon a termination of employment without cause or for good reason (each as defined in the Omnibus Plan) during the two-year period following a change in control, are deemed earned at the greater of target and actual performance as of the date of a change in control with respect to ~~our executives~~all open performance periods but will continue to be subject to time-based vesting in accordance with the original performance period, and represent earned performance under the 2019-2021 LTIP Awards, the performance conditions of which were satisfied by the NEOs as of December 31, 2021. Assuming target performance for all unearned performance share units or performance shares (other than the 2019-2021 LTIP Awards) and earned performance for the 2019-2021 LTIP Awards, the amount to be received by each NEO upon a termination of employment without cause or for good reason during the two-year period following a change in control in respect of stock awards would be: for Mr. Harrison, $5,604,235, for Mr. Mallela, $1,947,290, for Mr. Arizumi, $749,661, for Mr. Mizumoto, $919,737, and for Mr. Mesick, $1,155,376.

(5)

Mr. Mallela and Mr. Nishimoto resigned from their positions with First Hawaiian on January 7, 2022 and July 1, 2021, respectively. Accordingly, the amounts reported for Mr. Nishimoto reflect the amounts actually received in connection with ~~our IPO and granted under the LTIP.~~his retirement.

Pay Ratio Disclosure

~~SEC rules require us to disclose~~

The following table sets forth the ratio of the annual total compensation of our ~~CEO,~~Chief Executive Officer, Robert S. Harrison, to the annual total compensation of the median employee. For 2018, Mr. Harrison's annual total compensation was $4,064,844 and the median employee's annual total compensation was $47,419. Based upon this information, the ratio of the annual total compensation of Mr. Harrison to the median employee was 86 to 1.

	2021 Annual Total Compensation ($)
Mr. Harrison, our Chief Executive Officer		$	4,427,813
Our median employee		$	58,193
Pay ratio estimate	76:1

In identifying our median employee, we examined our active employee population (including full-time, part-time and peak employees), excluding our ~~CEO,~~Chief Executive Officer, as of December 31, ~~2018,~~2021, the last day of our fiscal year. Our median employee was determined by reviewing payroll records for

our employee population, as reported to the IRS on Form ~~W-2.~~W2. We did not make any ~~full-time~~fulltime equivalent adjustments to part-time and peak-time employees.

The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules based on our employment and payroll records. The SEC rules governing pay ratio disclosures allow companies to apply numerous methodologies, exclusions and reasonable assumptions, adjustments and estimates to reflect their compensation practices. Thus, pay ratios that are reported by other companies, including our peers, may not be directly comparable to ours because other companies may have different employment and compensation practices, and may utilize different assumptions, methodologies, exclusions and estimates in calculating the pay ratio.

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AUDIT MATTERS

PROPOSAL 3―RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of the Appointment of Deloitte & Touche LLP

Proposal

•

We are asking stockholders to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2022.

The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2022.

not require that stockholders ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. However, the Board believes such ratification is a matter of good corporate practice. If stockholders do not ratify the appointment, the Audit Committee will reconsider its selection but may still retain Deloitte & Touche LLP. One or more representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and afforded an opportunity to make a statement, if they desire to do so, and to be available to respond to questions from stockholders.

Required Vote

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative

vote of a majority of the shares of common stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the effect of voting against this proposal.

The Board of Directors and the Audit Committee unanimously recommend that you vote

FOR the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2022.

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AUDIT MATTERS

~~Table~~

AUDIT COMMITTEE REPORT

The Audit Committee of ~~Contents~~

the Board, which consists entirely of directors who meet the independence requirements of applicable SEC regulations and the NASDAQ listing standards for audit committee members, has furnished the following report:

Report of the Audit Committee

The Company’s management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with accounting principles generally accepted in the U.S. (“GAAP”). The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors and in accordance with the Audit Committee Charter.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with GAAP and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

Committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, expresses an opinion on the conformity of the Company’s financial statements to GAAP. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with GAAP, that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the U.S. or that the Company’s independent registered public accounting firm is “independent.”

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AUDIT MATTERS
~~DIRECTOR COMPENSATION~~

~~2018 First Hawaiian Director Compensation Table~~

for filing with the SEC. The Audit Committee also has approved, subject to stockholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Audit Committee Members

W. Allen Doane (Chair)

Faye W. Kurren

C. Scott Wo

PRINCIPAL ACCOUNTANT FEES

The following table ~~lists~~presents fees for professional audit services rendered by Deloitte & Touche LLP for the ~~individuals who received compensation~~audit of the Company’s annual consolidated financial statements at and for the fiscal years ended December 31, 2021 and 2020 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.

	2021			2020
Audit Fees(1)		$	2,084,000		$	1,973,000
Audit Related Fees(2)			—			—
Tax Fees(3)			—			178,000
All Other Fees			—			—
Total		$	2,084,000		$	2,151,000

(1)

Consists of fees for professional services rendered for the audit of our consolidated financial statements, including the audit of internal controls over financial reporting, and reviews of our quarterly financial statements, including registration statements and offerings, or for services provided in ~~2018~~connection with statutory and regulatory filings.

(2)

Consists of fees for ~~their service as non-employee directors~~professional services rendered for the completion of ~~First Hawaiian.~~

agreed upon procedures related to consolidated financial reporting.

(3)

For 2020, consists of consultations related to excise tax matters and advice regarding various topics related to the Coronavirus Aid, Relief, and Economic Security Act.

PREAPPROVAL POLICIES AND PROCEDURES

Name⁽¹⁾

  Fees Earned
  or Paid in
  Cash ($)⁽²⁾

Stock
Awards⁽³⁾

All Other
Compensation ($)⁽⁵⁾

Total ($)

Xavier Antiglio
$ — $ — $ — $ —

Matthew J. Cox
75,500 54,996 60,229 190,725

W. Allen Doane
91,500 54,996 78,229 224,725

Thibault Fulconis
— — — —

Gérard Gil
74,000 54,996 ⁽⁴⁾ 67,750 196,746

Jean-Milan Givadinovitch
— — — —

Faye W. Kurren
21,667 40,087 46,229 107,983

J. Michael Shepherd
— — — —

Allen B. Uyeda
111,000 54,996 86,229 252,225

Michel Vial
— — 750 750

Jenai S. Wall
21,667 40,087 48,229 109,983

C. Scott Wo
15,500 33,637 42,229 91,366

The Audit Committee Charter requires the preapproval of all fees and services to be provided by the Company’s independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit

~~(1)~~: ~~Mr. Fulconis resigned from~~
Committee has sole authority, without action by the Board, ~~on July 15, 2018, Messrs. Antiglio~~for the review and ~~Givadinovitch each resigned from~~approval of such services and fees. In 2021 and 2020, all such fees and services were preapproved by the Board on August 1, 2018, Mr. Shepherd resigned from the Board on September 5, 2018 and Messrs. Gil and Vial resigned from the Board on February 12, 2019. Mses. Kurren and Wall were appointed to the First Hawaiian Board on August 1, 2018, and Mr. Wo was appointed to the First Hawaiian Board on October 24, 2018, though all three newly appointed First Hawaiian directors served on the Bank's board of directors throughout 2018.
~~(2)~~: The amounts in this column represent annual cash retainers, committee chair and committee membership fees. Any director who is an officer of the Company, and any director who was nominated by BNPP did not receive any First Hawaiian director compensation, except that Mr. Gil received fees from First Hawaiian following his retirement in 2017 from his position as an officer of BNPP. Independent directors who joined the Board after the 2018 annual meeting of stockholders received prorated cash retainers based on the portion of the term as a director to be served following appointment until the 2019 annual meeting of stockholders.
~~(3)~~: ~~The amounts in this column represent the grant date fair value, as determined~~Audit Committee in accordance with ~~FASB ASC Topic 718,~~these procedures.

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BIOGRAPHIES OF EXECUTIVE OFFICERS

A brief biography of ~~awards~~each person who serves as an executive officer of ~~restricted stock units granted pursuant to the~~ First Hawaiian ~~Inc. 2016 Non-Employee~~ at March 11, 2022, other than Mr. Harrison, is set forth below. For information about Mr. Harrison, please see his biography in the “Corporate Governance and Board Matters―Director ~~Plan. Awards vest and settle one year after grant. Independent directors who joined the Board after the 2018 annual meeting~~Nominees” section on page 16 of ~~stockholders received prorated equity awards~~this proxy statement.

	Vice Chairman, Wealth Management Group			Alan H. Arizumi			Age 62
	Vice Chairman, Wealth Management Group			BACKGROUND FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK • As Vice Chairman, Wealth Management Group (2013 to present) • Responsible for overseeing all areas of the Wealth Management Group, which include: – Personal Trust, – Private Banking, – Wealth Advisory, – Institutional Advisory Services, – Investment Services, – Wealth Management Service Center, – Trust Compliance, and – Bishop Street Capital Management Corporation • Serves on the Bank’s Senior Management Committee (December 2009 to present) • Oversaw Consumer Banking Group (2014 to 2017) • Chairman and Chief Executive Officer of Bishop Street Capital Management Corporation, a subsidiary of the Bank (2013 to 2017)			• Executive Vice President of the Bank’s Business, Dealer and Card Services Group (2010 to 2013) • Executive Vice President and Chief Risk Officer of the Bank’s Risk Management Group (2009 to 2010) OTHER ENGAGEMENTS • Member of the Board and Treasurer, Hawaii Community Foundation • Member of the Board, Hawaii Youth Symphony • Member of the Board, Kuakini Medical Center • Member of the McKinley High School Foundation • Member of the Board, KCAA Preschools of Hawaii • Special Advisor to the Oahu Economic Development Board EDUCATION • Graduate of the Pacific Coast Banking School • Bachelor’s degree in Business Administration, University of Hawaii

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BIOGRAPHIES OF EXECUTIVE OFFICERS

	Executive Vice President, Retail Banking Group			Neill A. Char			Age 51
	Executive Vice President, Retail Banking Group			BACKGROUND FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK • Executive Vice President, Retail Banking Group • Responsible for all areas of the Retail Banking Group, including: – Branch network in Hawaii, Guam and Saipan – Middle market commercial banking and real estate in Hawaii, Guam and Saipan – Branch Real Estate Division • Serves as a member of the Bank’s Senior Management Committee • Served in executive leadership positions in the areas of Commercial Banking, Private Banking and the Wealth Advisory Division of the Wealth Management Group (2009-2020)			OTHER ENGAGEMENTS • Director and 2nd Vice Chair for the Hawaii Foodbank • Director of the Rehabilitation Hospital of the Pacific • Director of the Oahu Economic Development Board • Board Member and Treasurer of the Jean Charlot Foundation EDUCATION • Bachelor’s degree in Finance, University of Hawaii at Manoa • Honors Graduate; Pacific Coast Banking School • Chartered Retirement Planning Counselor • Life Insurance license (State of Hawaii)

	Vice Chairman and Chief Operating Officer, Digital Banking and Marketing Group			Christopher L. Dods			Age 46
				BACKGROUND FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK • Vice Chairman and Chief Operating Officer (2021 to Present) • Serves as a member of the Bank’s Senior Management Committee • Executive Vice President and Digital Banking & Marketing Group Manager (2020-2021) • Executive Vice President and Consumer Banking & Marketing Group Manager (2017-2020) • Executive Vice President and Marketing Communications Division Manager (2014-2017) • Senior Vice President and Card Services Division Manager (2012-2014) • Joined the Bank in 2007			OTHER ENGAGEMENTS • Member of the Board of Trustees, Mid Pacific Institute • Member of the Board of Directors, Child & Family Service • Member of the Advisory Board of First Insurance Hawaii EDUCATION • M.B.A., University of California – Davis, Graduate School of Management • Bachelor of Arts, Trinity College – Harford Connecticut • Graduate of the Pacific Coast Banking School

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BIOGRAPHIES OF EXECUTIVE OFFICERS

	Vice Chairman and Chief Risk Officer and Interim Chief Financial Officer			Ralph M. Mesick			Age 62
				BACKGROUND FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK • Vice Chairman and Chief Risk Officer (2019 to present); appointed Vice Chairman in 2019; named Interim Chief Financial Officer in January 2022 • Responsible for the design, implementation and oversight of the Company’s risk management strategy and framework (July 2016 to present) • Serves as a member of the Bank’s Senior Management Committee • Executive Vice President and Chief Risk Officer (2016 to 2019) • Executive Vice President and Manager of the Commercial Real Estate Division (2012–2016) • Joined the Bank in 2012 BANK OF HAWAII • Executive Vice President, responsible for managing various business lines and functions (1986 to 2012)			OTHER ENGAGEMENTS • Member of the Board of Directors, Kapiolani Health Foundation • Member of the Board of Directors, HomeAid Hawaii • Member of the Finance Council, Roman Catholic Diocese of Honolulu EDUCATION • M.B.A. with a concentration in Banking, Finance and Investments, University of Wisconsin – Madison, graduating Beta Gamma Sigma • Bachelor of Business Administration, University of Hawaii at Manoa • Completed Advanced Risk Management Program, Wharton School at the University of Pennsylvania

	Vice Chairman and Chief Lending Officer			Lance A. Mizumoto			Age 63
	Vice Chairman and Chief Lending Officer			BACKGROUND FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK • Vice Chairman and Chief Lending Officer, Wholesale Banking Group (January 2019 to present) • Responsible for all areas of the Wholesale Banking Group, including: – Corporate Banking Division, – Trade Finance Division – Commercial Real Estate Division – Business Services Division – Hawaii Dealer Division – Western Region Dealer Center – First Hawaiian Leasing, Inc. • Chief Lending Officer, Commercial Banking Group (July 2017 to January 2019) • Serves as a member of the Bank’s Senior Management Committee • Served in various management roles (1996 to 2005)			CENTRAL PACIFIC BANK • Vice Chairman, Chief Operating Officer and Chief Risk Officer (September to November 2016) • President and Chief Banking Officer (June 2014 to August 2016) • Executive Vice President of the Commercial Markets Group (July 2010 to June 2014) • Executive Vice President and Commercial Banking Division Manager (November 2005 to June 2010) OTHER ENGAGEMENTS • Member of the Board of Regents, Chaminade University • Member of the Board, the Arthritis Foundation of Hawaii EDUCATION • M.B.A., Chaminade University • Bachelor’s degree in Marketing and Management, University of Hawaii at Manoa

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STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

The following table sets forth information, based on the portion of the term as a director to be served following appointment until the 2019 annual meeting of stockholders. Aggregate restricted stock unit awards outstanding as of December 31, 2018 are 1,944 for each of Messrs. Cox, Doane and Uyeda and 1,944, 1,189, 1,417 and 1,417 for Messrs. Gil and Wo and Mses. Kurren and Wall, respectively.

~~(4)~~

~~Mr. Gil forfeited his unvested restricted stock unit awards awarded in 2018 as a result of his resignation from the Board on February 12, 2019.~~

~~(5)~~

For each of Messrs. Cox, Doane, Gil, Uyeda and Wo, and Mses. Kurren and Wall, "All Other Compensation" reflects amounts paid to directors in respect of their service on the First Hawaiian Bank board of directors, including an annual retainer for service as a Bank director, a retainer for serving as a committee chair and per meeting attendance fees (a total of $59,000, $77,000, $67,000, $45,000, $85,000, $47,000 and $41,000 for Messrs. Cox, Doane and Gil, Ms. Kurren, Mr. Uyeda, Ms. Wall and Mr. Wo, respectively). For each of

~~Table of Contents~~

~~Messrs. Cox, Doane, Gil, Uyeda, Vial and Wo, and Mses. Kurren and Wall, "All Other Compensation" reflects a non-cash gift~~data provided to ~~First Hawaiian Bank directors.~~

~~Narrative Disclosure to 2018 First Hawaiian Director Compensation Table~~

~~In connection with our IPO in 2016, we adopted a new director compensation program that provides the following compensation for non-employee members of FHI's Board:~~

•: ~~An annual cash retainer of $40,000;~~
•: ~~An annual equity award with a value of $55,000;~~
•: An additional annual cash retainer of $12,000 for the chair of the audit committee, $10,000 for the chairs of the Risk Committee and the Compensation Committee, and $8,000 for the chair of the corporate governance and nominating committee;
•: ~~An additional annual membership fee of $12,000 for each member of the audit committee, $10,000 for each member of the Compensation Committee and/~~us or ~~Risk Committee, and $8,000 for each member of the corporate governance and nominating committee;~~
•: ~~Beginning in 2018, an additional fee of $1,500 for attendance at any meeting of any other committee that may be constituted from time to time; and~~
•: ~~An additional annual cash retainer of $15,000 for serving as our lead independent director.~~

~~We also reimburse all directors for reasonable out-of-pocket expenses incurred in connection~~filed with the ~~performance~~Securities and Exchange Commission (the “SEC”), with respect to beneficial ownership of ~~their duties as directors.~~

Our Board adopted the First Hawaiian, Inc. 2016 Non Employee Director Plan effective July 22, 2016. Equity awards granted to date under this plan have been in the form of restricted stock units that vest and settle in shares of our common stock ~~one year after~~as of February 25, 2022 for (i) all persons known by us to own beneficially more than 5% of our outstanding common stock, (ii) each of our NEOs, (iii) each of our directors and (iv) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the ~~grant~~rules of the SEC. These rules generally attribute

beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise indicated, the address for each stockholder listed below is c/o First Hawaiian, Inc., 999 Bishop Street, Honolulu, Hawaii 96813.

Name and Address of Beneficial Owner

Number of Shares
Beneficially
Owned(1)

Percent of
Class

Greater than 5% Stockholders

BlackRock, Inc.

16,879,857(2)

13.2%

The Vanguard Group

14,271,194(3)

11.1

Kayne Anderson Rudnick Investment Management LLC

14,183,165(4)

11.1

Manulife Financial Corporation

7,071,861(5)

5.5

Directors and Named Executive Officers

Robert S. Harrison

336,326(7)

Matthew J. Cox(6)

20,769(7)

W. Allen Doane

55,769(7)

Faye W. Kurren

16,054(7)

James S. Moffatt

1,872(7)

Kelly A. Thompson

1,872(7)

Allen B. Uyeda

19,769(7)

Jenai S. Wall(6)

12,554(7)

Vanessa L. Washington

7,274(7)

C. Scott Wo

60,826(7)

Alan H. Arizumi

60,179

Neill Char

12,678

Christopher L. Dods

40,625

Ralph M. Mesick

61,901

Lance A. Mizumoto

40,070

Ravi Mallela(8)

41,746

Mitchell Nishimoto(8)

27,492

Directors and executive officers as a group (15 persons)

748,538(9)

Less than 1%.

(1)

Based on 128,157,353 shares of First Hawaiian common stock outstanding as of February 25, 2022.

(2)

Based solely upon information contained in the Amendment No. 3 to Schedule 13G filed by BlackRock, Inc. with the SEC on January 27, 2022, wherein BlackRock, Inc. reported sole voting power as to 16,354,842 shares of common stock

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STOCK OWNERSHIP

and sole dispositive power as to 16,879,857 shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(3)

Based solely upon information contained in the Amendment No. 4 to Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2022, wherein The Vanguard Group reported shared voting power as to 60,654 shares of common stock, sole dispositive power as to 14,090,147 shares of common stock and shared dispositive power as to 181,047 shares of common stock. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Based solely upon information contained in the Amendment No. 2 to Schedule 13G filed by Kayne Anderson Rudnick Investment Management LLC (“Kayne Anderson”) with the SEC on February 14, 2022, wherein Kayne Anderson reported sole voting power as to 9,545,928 shares of common stock, sole dispositive power as to 10,585,849 shares of common stock and shared voting power and shared dispositive power as to 3,597,316 shares of common stock. The principal business address of Kayne Anderson is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067.

(5)

Based solely upon information contained in the Schedule 13G filed by Manulife Financial Corporation (“MFC”) and MFC’s indirect, wholly owned subsidiaries, Manulife Investment Management Limited (“MIML”) and Manulife Investment Management (US) LLC (“MIMUS”), with the SEC on February 16, 2022, wherein MFC reported no shares of common stock beneficially owned, MIML reported sole voting and sole dispositive power as to 3,347 shares of common stock and MIMUS reported sole voting power and sole dispositive power as to 7,068,514 shares of common stock. The principal business address of MFC and MIML is 200 Bloor Street East, Toronto, Ontario, Canada, M4W IE5, and the principal business address of MIMUS is 197 Clarendon Street, Boston, MA 02116.

(6)

Mr. Cox and Ms. Wall have notified us that they will not stand for reelection at the 2022 Annual Meeting. Mr. Cox and Ms. Wall will continue to serve as directors until the expiration of their terms at the Annual Meeting.

(7)

Amounts shown include 2,585 shares of common stock deemed to be beneficially owned by each of Directors Cox, Doane, Kurren, Uyeda, Wall, Washington and Wo, and 1,872 shares of common stock deemed to be beneficially owned by each of Directors Moffatt and Thompson, which shares underlie restricted stock units that will vest on the earlier of (a) April 22, 2022 (July 14, 2022 in the case of Directors Moffatt and Thompson), (b) the date of First Hawaiian, Inc.’s 2022 annual meeting of stockholders and (c) a change in control of First Hawaiian, Inc., subject to continued service ~~(or upon an earlier change in control). Awards were granted at~~on the Board ~~meeting immediately following~~through the ~~2018 annual meeting~~vesting date, and will settle in shares of ~~stockholders or, in the case~~common stock on a one-for-one basis within 30 days of vesting. For a discussion of these awards, see “Corporate Governance and Board Matters—Board of Directors, Committees and Governance—2021 Director Compensation.”

(8)

Messrs. Mallela and Nishimoto terminated their employment with us prior to February 25, 2022.

(9)

Includes 77,042, 11,882 (including 1,288 shares for Mr. Arizumi’s wife), 3,276, 7,858, 19,260, 12,520 and 131,838 shares of common stock deemed to be beneficially owned by Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and by all directors ~~subsequently appointed, at the Board meeting at which they were appointed, to reflect service~~and executive officers as a ~~director~~group, respectively, in connection with performance share awards. Such individuals have voting power over the shares subject to such awards, but the awards are subject to forfeiture based on the achievement of three-year performance targets. For Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for ~~each director's term~~all directors and executive officers as ~~director commencing upon election at~~a group, the ~~2018 annual meeting of stockholders or subsequent appointment~~amounts shown include 6,164, 1,002 (including 133 shares deemed to be beneficially owned by Mr. Arizumi’s wife), 600, 736, 605, 1,027 and ~~expiring at the Annual Meeting. For 2018, we granted 1,944, 1,944, 1,944, 1,417, 1,944, 1,417 and 1,189~~10,134 shares, ~~of our common stock~~respectively, underlying restricted stock ~~units~~awards that vested on February 24, 2022, which shares must be delivered to ~~Directors Cox, Doane, Gil, Kurren, Uyeda, Wall and Wo, respectively.~~

~~Notwithstanding~~ the ~~above, any director who is an officer~~award recipients within 30 days of the ~~Company~~vesting date. Such amounts are reported net of shares such individuals elected to have withheld to satisfy tax obligations. For Messrs. Harrison, Arizumi, Char, Dods, Mesick and ~~any director who was nominated by BNPP does not receive any director compensation, except that Mr. Gil, commencing in 2017 with his retirement from his position~~Mizumoto and for all directors and executive officers as a ~~BNPP employee, received compensation from First Hawaiian for his service~~group, the amounts shown include 12,328, 1,573, 728, 1,079, 1,234, 1,849 and 18,791 unvested restricted shares, respectively, awarded on April 24, 2019, all of which restricted shares are subject to forfeiture and will vest on April 24, 2022, subject to continued employment through the vesting date. For Mr. Arizumi and all directors and executive officers as a ~~director~~group, such amounts include 185 restricted shares beneficially owned by Mr. Arizumi’s wife. For Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for all directors and executive officers as a group, the amounts shown include 25,680, 3,961, 1,092, 2,620, 6,420, 4,173 and 43,946 unvested restricted shares, respectively, awarded on February 26, 2020, all of which restricted shares are subject to forfeiture. Of such amounts, 12,840, 1,979, 546, 1,309, 3,210, 2,086 and 21,970 shares vested for Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for all directors and executive officers as a group, respectively, on February 26, 2022. For Mr. Arizumi and for all directors and executive officers as a group, such amounts include 430 restricted shares deemed to be beneficially owned by Mr. Arizumi’s wife, of which amount 214 restricted shares will vest within 60 days following February 25, 2022. Mr. Arizumi disclaims beneficial ownership of shares beneficially owned or deemed to be beneficially owned by his wife.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the Company’s common stock to file with the SEC reports concerning their ownership of, and transactions in, such common stock. The reports are published on our website at http://ir.fhb.com/corporate-governance/highlights.

Based on a review of these reports filed by the ~~same compensation rate applicable to non-employee~~Company’s officers, directors and stockholders, and on written representations from certain reporting persons, the Company believes that its officers, directors and stockholders complied with all filing requirements under Section 16(a) of ~~First Hawaiian.~~

the Exchange Act during fiscal year 2021.

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~~OUR RELATIONSHIP WITH BNPP AND CERTAIN OTHER RELATED PARTY TRANSACTIONS~~

Business Relationships and Related Party Transactions Policy

We or one of our subsidiaries may occasionally enter into transactions with certain ~~"related~~“related persons."” Related persons include our executive officers, directors, nominees for director, 5% or more beneficial owners of our common stock, immediate family members of these persons and entities in which one of these persons has a direct or indirect material interest. We generally refer to transactions with these related persons as ~~"related~~“related party transactions."

”

Related Party ~~Transaction~~Transactions Policy

Our Board has adopted a written policy governing the review and approval of transactions with related parties that will or may be expected to exceed $120,000 in any fiscal year. The policy calls for the related party transactions to be reviewed and, if deemed appropriate, approved or ratified by our Audit Committee. Upon determination by our Audit Committee that a transaction requires review under the policy, the material facts are required to be presented to the Audit Committee. In determining whether or not to approve a related party transaction, our Audit Committee will take into account, among other relevant factors, whether the related party transaction is in our best interests, whether it involves a conflict of interest and the commercial reasonableness of the transaction. In the event that we become aware of a related party transaction that was not approved under the policy before it was entered into, our Audit Committee will review such transaction as promptly as reasonably practical and will take such course of action as may be deemed appropriate under the circumstances. In the event a member of our

Audit Committee is not disinterested with respect to the related party transaction under review, that member may not participate in the review, approval or ratification of that related party transaction.

Certain decisions and transactions are not subject to the related party transaction approval policy, including: ~~(i)~~

•

decisions on compensation or benefits relating to directors or executive officers, and ~~(ii)~~

•

indebtedness to us in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to us and not presenting more than the normal risk of collectability or other unfavorable features.

~~Relationship with BNPP~~

Prior to the completion of our IPO in August 2016, we were an indirect wholly owned subsidiary of BNPP. From August 2016 until August 2018, we were part of BNPP's consolidated business operations. As of December 31, 2018, BNPP indirectly held approximately 18.4% of our common stock. On February 1, 2019, BNPP (through BancWest) sold all of its remaining 18.4% interest in our common stock.

In connection with BNPP's gradual selldown of our common stock, Jean-Milan Givadinovitch, Xavier Antiglio, J. Michael Shepherd, Michel Vial and Gérard Gil, each a BNPP designee to our Board, resigned from our Board. As a result, all directors designated by BNPP have resigned from our Board.

In connection with the IPO, we and/or the Bank entered into contractual arrangements with BNPP and/or certain of its affiliates to provide a framework for our ongoing relationship with BNPP, including a Stockholder Agreement, a Transitional Services Agreement, a Registration Rights Agreement, a License Agreement and an Insurance Agreement. In addition to the foregoing agreements, in connection with a series of transactions (the "Reorganization Transactions") that BNPP undertook in the months prior to the IPO in order to effect the IPO and comply with certain

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regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), and the U.S. intermediate holding company restructuring on April 1, 2016 and July 1, 2016, respectively, we entered into certain agreements with BNPP and its affiliates that govern our relationship following the Reorganization Transactions: a Master Reorganization Agreement; an Expense Reimbursement Agreement; a Tax Sharing Agreement; and the IHC Tax Allocation Agreement.

~~Agreements Related to Our IPO~~

~~In connection with the IPO, we entered into the following agreements with BNPP and certain of its affiliates.~~

~~Stockholder Agreement~~

The Stockholder Agreement governed the relationship between BNPP and us following our IPO, including matters related to our corporate governance and BNPP's right to approve certain actions we might desire to take in the future. BNPP was able to, in its sole discretion, waive any of its rights under the Stockholder Agreement at any time, including its rights to designate individuals for nomination and election to our Board and to designate individuals to serve on the committees of our Board. Following the occurrence of the Non-Control Date (as defined below), BNPP's governance, approval and consent rights, as well as certain information and access rights of the parties, under the Stockholder Agreement were terminated.

~~Corporate Governance.~~ Until such time as BNPP ceased to directly or indirectly beneficially own at least five percent of our outstanding common stock (the "5% Date") or control the Company for purposes of the Bank Holding Company Act of 1956, as amended (the "Non-Control Date"), and unless BNPP chose to waive its rights at an earlier point in time, BNPP was entitled to designate individuals for nomination and election to our Board (each such BNPP designated director, a "BNPP Director"). The number of designees depended on the level of BNPP's beneficial ownership of our outstanding common stock and whether the Non-Control Date had occurred. On February 12, 2019, following the completion of BNPP's divestiture of its remaining interest in our common stock on February 1, 2019 and the resignation from the Board of all remaining directors nominated by BNPP, under the terms of the Stockholder Agreement, the Non-Control Date occurred. As a result, BNPP is no longer entitled to designate individuals for nomination and election to our Board under the Stockholder Agreement.

Prior to the Non-Control Date and the 5% Date, as the case may be, BNPP was also entitled to have the BNPP Directors serve on the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee and Risk Committee of our Board under certain circumstances. Following the resignation of all remaining BNPP Directors in February 2019, no BNPP Directors serve on our Board or any committee thereof. The composition of these committees is more fully described under "~~Board of Directors, Committees and Governance—Committees of Our Board of Directors~~."

~~Stockholder Approval Rights.~~ Until the 5% Date, and unless BNPP chose to waive any of its approval rights under the Stockholder Agreement before they would have otherwise terminated, we agreed that we may not (and may not permit our subsidiaries to) increase or decrease our authorized capital stock or create a new class or series of our capital stock, issue capital stock or acquire our or our subsidiaries' capital stock (subject to certain exceptions), list or delist our securities listed on a national securities exchange or form or delegate authority to any committee of our Board other than as required by applicable law without the approval of a majority of the BNPP Directors on our Board at the time of such action.

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Until the Non-Control Date, and unless BNPP chose to waive any of its approval rights under the Stockholder Agreement before they would have otherwise terminated, we agreed that we may not (and may not permit our subsidiaries to) change certain policies related to, among other things, risk appetite and asset-liability managements, enter into material written agreements or commitments with a regulatory agency, make any bankruptcy filing or petition by or with respect to us or any of our subsidiaries or declare or pay a dividend or other "capital distribution" as defined by the Federal Reserve without the approval of a majority of the BNPP Directors on our Board at the time of such action.

~~Compliance Obligations.~~ Until the Non-Control Date, we and our subsidiaries were required to maintain and comply with the policy framework implemented and enforced by BNPP applicable to us prior to the completion of our IPO (subject to waivers of such requirements or changes indicated in writing by BNPP) to the extent necessary for BNPP to comply with its legal and regulatory obligations under applicable law. In addition, prior to such date, we agreed not to adopt or implement policies or procedures, and at BNPP's reasonable request not to take any actions, that would cause BNPP or its subsidiaries to violate applicable laws. We were also required to consult with BNPP prior to implementing or changing any risk, capital investment, asset liability management or regulatory compliance policy.

~~Information Rights.~~ Until the Non-Control Date, we were required to continue to provide to BNPP information and data relating to our business and financial results to the extent that such information and data was required for BNPP to meet any of its legal, financial, regulatory, compliance, tax, audit (internal and external) or risk management requirements consistent with past practice or as was required for BNPP to comply with applicable law.

The Stockholder Agreement also provided that, until the Non-Control Date, we were required to consult and coordinate with BNPP with respect to public disclosures and filings, including in connection with our quarterly and annual financial results. Among other requirements, we also, to the extent practicable, provided BNPP with a copy of any public release at least two business days prior to publication and considered in good faith incorporating any comments provided by BNPP.

Under the Stockholder Agreement, we and BNPP continue to have mutual rights with respect to any information and access that each may require in connection with reporting and filing obligations or inquiries with governmental authorities.

~~Indemnification.~~ ~~Each party to the Stockholder Agreement is still required to indemnify the other for breaches of the Stockholder Agreement.~~

~~Other Provisions.~~ The Stockholder Agreement also contained covenants and provisions with respect to the confidentiality of our and BNPP's information, subject to certain exceptions, including permitting our directors to share information with BNPP and its subsidiaries, and restrictions on our ability to take any actions that would cause BNPP or any of its subsidiaries to violate any applicable law or regulation. These covenants and provisions remain effective.

As a result of BNPP's complete exit of its stake in our common stock and the occurrence of the Non-Control Date, BNPP's governance, approval and consent rights, as well as certain information and access rights of the parties, under the Stockholder Agreement have terminated.

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~~Insurance Agreement~~

The Insurance Agreement governs the obligations of BNPP and BNP Paribas USA, Inc. ("BNP Paribas USA") to procure and maintain director and officer liability insurance for us, our subsidiaries, and each of our respective directors, officers and employees (including any BNPP designated director) generally until such time as BNPP ceased to directly or indirectly beneficially own at least 50% of our outstanding common stock. After May 10, 2018, the date BNPP ceased to directly or indirectly beneficially own at least 50% of our outstanding common stock, we became responsible for procuring our own director and officer insurance to cover our directors and officers, including BNPP designated directors. Each party to the Insurance Agreement will indemnify the other for breaches of the Insurance Agreement. The Insurance Agreement continues to remain effective.

~~Registration Rights Agreement~~

Pursuant to the Registration Rights Agreement, upon BNPP's request, we were required to use our reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of our common stock beneficially owned by BNPP. In February 2019, BNPP fully exited its stake of our common stock and no longer beneficially owns any shares of our common stock. Under the Registration Rights Agreement, BNPP had been able to assign its rights under the Registration Rights Agreement to any wholly owned subsidiary of BNPP that acquired from BNPP our common stock so long as such person agreed to be bound by the terms of the Registration Rights Agreement. The rights of BNPP and its permitted transferees under the Registration Rights Agreement were to remain in effect with respect to all shares covered by the agreement until those shares were sold pursuant to an effective registration statement under the Securities Act, sold pursuant to Rule 144 of the Securities Act, transferred in a transaction where subsequent public distribution of the shares would not require registration under the Securities Act, or were no longer outstanding.

~~Registration Procedures Expenses.~~ BNPP was generally responsible for all registration expenses, including expenses incurred by us, in connection with the registration, offer and sale of securities under the Registration Rights Agreement. The Registration Rights Agreement set forth customary registration procedures, including an agreement by us to make our management available for road show presentations in connection with any underwritten offerings. We also agreed to indemnify BNPP and its permitted transferees with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions resulting from information furnished to us for use in the registration statement by BNPP or any permitted transferee.

~~Transitional Services Agreement~~

The Transitional Services Agreement that we and First Hawaiian Bank entered into with BNPP, BancWest Holding Inc. ("BancWest Holding") and Bank of the West governed the continued provision of certain services by and among the parties to the agreement. Pursuant to the terms of the agreement, the Transitional Services Agreement terminated on December 31, 2018; however, we continue to receive a limited number of services from affiliates of BNPP. We are working to replicate or replace the services that we will continue to need in the operation of our business that were provided by BNPP, BancWest Holding or Bank of the West through shared service contracts they have with various third-party service providers and that will continue to be provided for applicable transitional periods, despite the termination of the Transitional Services Agreement.

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~~The Transitional Services Agreement provided for the continuation of services pursuant to the following types of arrangements:~~

•: services BNPP, BancWest Holding and/or Bank of the West received pursuant to a contract with a third-party service provider, which BNPP, BancWest Holding and/or Bank of the West then provided to us on a pass-through basis;
•: services we and/or First Hawaiian Bank received pursuant to a contract with a third-party service provider, which we and/or First Hawaiian Bank then provided to BancWest Holding and/or Bank of the West on a pass through basis;
•: ~~certain services we received directly from BancWest Holding and/or Bank of the West; and~~
•: ~~certain services we provided to BancWest Holding and/or Bank of the West.~~

~~The Transitional Services Agreement governed the continued provision of these types of arrangements relating to the following categories of services:~~

•: information technology services, including, without limitation, data processing, data transmission, various software applications and platforms, services related to the management and operation of both a production data center and a disaster recovery center and other related pass through services, such as network circuits;
•: various services that support or relate to financial transactions and budgeting, including, without limitation, access to wire transfer systems, consulting and other management and advisory services, risk management software and trading desk and trade execution software used by Bank of the West's and First Hawaiian Bank's trading desks;
•: ~~human resources, such as employee insurance policies, third-party services (~~~~e.g.~~~~, consulting arrangements) related to retirement and 401(k) plans, services related to deferred compensation arrangements and other administrative services;~~
•: services related to bank credit operations, including, without limitation, a commercial loan lending system (which includes an accounting system and loan boarding system), certain services related to our credit cards business and various other analytical software applications and credit-related services;
•: ~~operations, including, without limitation, debit and credit card processing, ATM processing, item processing and storage and back office solutions;~~
•: ~~support services and other services related to our and Bank of the West's online banking services;~~
•: ~~an insurance policy currently shared by First Hawaiian, BancWest Holding, Bank of the West and First Hawaiian Bank (or some subset of these entities); and~~
•: ~~brokerage services related to the investment services we and Bank of the West offer.~~

The fees for each of the services provided under the Transitional Services Agreement were mutually agreed upon as part of the negotiation of the Transitional Services Agreement and varied on the basis of usage and other factors.

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As noted above, the Transitional Services Agreement terminated on December 31, 2018; however, we continue to receive a limited number of services from affiliates of BNPP. The services provided under the Transitional Services Agreement, other than those limited services that remain, terminated at various times specified in the agreement.

Except for breaches of certain intellectual property, confidentiality, systems security and data protection provisions, and breaches of applicable law, in connection with provision or receipt of the services being provided or received under the Transitional Services Agreement, and losses resulting from our or First Hawaiian Bank's or any of BNPP's, BancWest Holding's or Bank of the West's fraud, gross negligence, willful misconduct or bad faith and certain indemnification responsibilities, none of First Hawaiian, First Hawaiian Bank, BNPP, BancWest Holding or Bank of the West will be liable for claims in connection with or arising out of the Transitional Services Agreement in an aggregate amount exceeding the aggregate fees paid to the liable party for services under the Transitional Services Agreement.

~~Agreements Related to the Reorganization Transactions~~

~~In connection with the Reorganization Transactions, we entered into the following agreements with BNPP and certain of its affiliates.~~

~~Master Reorganization Agreement~~

On April 1, 2016, we entered into a Master Reorganization Agreement with BNPP, BancWest Holding and BancWest. The Master Reorganization Agreement (i) memorialized the Reorganization Transactions, (ii) provided for the simultaneous execution or subsequent negotiation and execution of other agreements that governed certain aspects of our and First Hawaiian Bank's relationship with BNPP, BancWest Holding, BancWest and Bank of the West after the separation (including, among others, the Transitional Services Agreement, the Tax Sharing Agreement and the Expense Reimbursement Agreement) and (iii) provided for the release of claims by and indemnification rights and obligations of the parties thereto.

~~Transfer of Assets and Assumption of Obligations.~~ ~~The Master Reorganization Agreement identified the assets transferred to, and liabilities and obligations assumed by, BancWest Holding from First Hawaiian.~~

All of First Hawaiian's assets, except those solely related to First Hawaiian Bank (including all of the shares of stock of Bank of the West), other than an amount of cash equal to approximately $72 million (which we used to pay certain state and local income taxes and certain non-tax expenses) were transferred to BancWest Holding and all of the liabilities of First Hawaiian, other than the liabilities solely related to First Hawaiian Bank, were assumed by BancWest Holding.

~~Other Agreements between the Parties.~~ The Master Reorganization Agreement required First Hawaiian, BancWest Holding and BNPP, as applicable, to execute the Tax Sharing Agreement and to cooperate in negotiating and executing the Transitional Services Agreement, the Stockholder Agreement, the Registration Rights Agreement and the Expense Reimbursement Agreement.

~~Release of Claims.~~ Under the terms of the Master Reorganization Agreement, we, BNPP and BancWest Holding provided for the full and complete release and discharge of all liabilities existing or arising from acts or events that occurred or failed to occur prior to April 1, 2016 between BNPP and BancWest Holding and its subsidiaries (the "BWHI Group"), on the one hand, and First Hawaiian and our subsidiaries (the "FHI Group"), on the other hand. In addition, at any time upon the reasonable

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request of the other, each of First Hawaiian and BancWest Holding agreed to execute and deliver such further releases as may be deemed necessary or desirable to carry out the purposes of the provisions of the Master Reorganization Agreement governing each respective party's release of claims.

~~Indemnification.~~ The Master Reorganization Agreement requires us to indemnify BancWest Holding and the former and current directors, officers and employees of the members of the BWHI Group from all liabilities, damages, costs and expenses relating to:

•: ~~the FHI Business (as defined in the Master Reorganization Agreement), whether arising prior to or after April 1, 2016;~~
•: any breach by any member of the FHI Group of the Master Reorganization Agreement or any ancillary agreement executed by one or more of the parties to the Master Reorganization Agreement in connection with the implementation of the Reorganization Transactions (each, an "Ancillary Agreement"); and
•: any contract to which we or any of our subsidiaries was a party, and from which both the BWHI Business and the FHI Business derived a benefit, that terminated prior to April 1, 2016 to the extent (but only to the extent) that the liabilities arise out of or result from the negligence, recklessness, violation of law, fraud or misrepresentation by or of First Hawaiian Bank or any of its subsidiaries.

Additionally, the Master Reorganization Agreement requires BancWest Holding to indemnify us and the former and current directors, officers and employees of the members of the FHI Group (the "FHI Indemnitees") from all liabilities, damages, costs and expenses relating to:

•: ~~the BWHI Business (as defined in the Master Reorganization Agreement), whether arising prior to or after April 1, 2016;~~
•: ~~any breach by any member of the BWHI Group of the Master Reorganization Agreement or any Ancillary Agreement; and~~
•: any contract to which we or any of our subsidiaries was a party, and from which both the BWHI Business and the FHI Business derived a benefit, that terminated prior to April 1, 2016, except that this indemnity obligation does not apply to the extent (but only to the extent) that the liabilities arise out of or result from the negligence, recklessness, violation of law, fraud or misrepresentation by or of First Hawaiian Bank or any of its subsidiaries.

BNPP must also indemnify the FHI Indemnitees from and against all liabilities directly resulting from the execution and implementation of the Reorganization Transactions and the separation of BancWest into two independent bank holding companies. However, to the extent any such liability results from the negligence of any member of the BWHI Group or any former or current director, officer or employee of the members of the BWHI Group prior to or as of April 1, 2016, the related indemnification obligations will be the obligations of BancWest Holding and BancWest Holding shall indemnify as described above.

~~Expense Reimbursement Agreement~~

~~Effective July 1, 2016, we entered into an Expense Reimbursement Agreement with BancWest. The Expense Reimbursement Agreement provides that BancWest will, or will cause BancWest Holding~~

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~~to, reimburse us for certain expenses incurred by us related to services performed for the ultimate benefit of BNPP and its subsidiaries. Such services include:~~

•: services provided by First Hawaiian Bank pursuant to the Management Services Agreement, including services related to the Federal Reserve's Comprehensive Capital Analysis and Review ("CCAR") process, BNPP's subsidiaries' implementation of and compliance with certain reporting requirements, certain compliance, treasury and risk services and the preparation of our financial statements in accordance with IFRS ("Covered Services"); and
•: services we and our subsidiaries perform, or will perform, pursuant to the Stockholder Agreement, including services to comply with BNPP's policy framework and to provide BNPP and its subsidiaries with certain information and access ("Other Services").

With respect to the Covered Services, BancWest will, or will cause BancWest Holding to, reimburse reasonable expenses covered under the Management Services Agreement to the extent such expenses relate to: (i) a certain portion of salary and benefits attributable to time spent by First Hawaiian Bank employees and management on Covered Services; (ii) reliance on third parties for completion of Covered Services and (iii) travel, lodging and meal expenses related to the foregoing. With respect to the Other Services, we will only be reimbursed for reasonable expenses related to our implementation of policies, procedures, programs or systems required to comply with BNPP's policy framework to the extent such expenses relate to policies, procedures, programs or systems (x) created, adopted, developed and/or implemented after July 1, 2016 or (y) existing as of July 1, 2016, but with respect to which expenses incurred significantly exceed amounts historically incurred (in which case the excess will be reimbursed).

~~The Expense Reimbursement Agreement remains in effect and may be terminated upon mutual written agreement of First Hawaiian and BancWest.~~

~~Tax Sharing Agreement~~

On April 1, 2016, we entered into a Tax Sharing Agreement with BNPP and BancWest Holding. The Tax Sharing Agreement operates in conjunction with tax allocation agreements that were in existence prior to the Reorganization Transactions and allocates rights and responsibilities among First Hawaiian, BNPP and BancWest Holding for certain tax refunds and liabilities, including tax liabilities arising prior to and as a result of the Reorganization Transactions and tax return preparation and filing requirements.

~~Preparation and Payment of Income Taxes Post Reorganization.~~ Prior to the completion of the Reorganization Transactions, BancWest was responsible for preparing and filing tax returns and ensuring the timely payment of all U.S. federal income taxes and state and local taxes for BancWest and its subsidiaries under the terms of the tax allocation agreements then in existence. Under the Tax Sharing Agreement, BancWest Holding assumed responsibility for preparing and filing tax returns and collecting, paying, receiving and refunding such income taxes on behalf of itself and First Hawaiian for all relevant tax periods. The Tax Sharing Agreement requires that we provide BancWest Holding with information and documents necessary for completing any relevant tax returns and gives us a right to review and approve items on such returns that are directly related to taxes for which First Hawaiian would be liable.

~~Until the Reorganization Transactions occurred, U.S. federal income taxes were allocated among the members of a consolidated group of which BancWest was the parent corporation (and which~~

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included Bank of the West and First Hawaiian Bank as wholly owned subsidiaries of BancWest) in accordance with the relevant tax allocation agreements then in existence. The Tax Sharing Agreement provides that all U.S. federal income taxes for taxable periods ending on or prior to the Reorganization Transactions will be allocated among the BancWest consolidated entities under the relevant tax allocation agreements then in existence. Any U.S. federal income taxes of BancWest for a taxable period beginning before the Reorganization Transactions and ending after the Reorganization Transactions will be allocated on a "closing of the books" basis, which is a method of allocating income taxes owed on a pro rata basis, by assuming that the books of the BancWest consolidated entities existing prior to the Reorganization Transactions were closed at the end of April 1, 2016.

For purposes of state and local taxes owed in various U.S. jurisdictions, members of a unitary group of corporations to which we and BancWest Holding belong under applicable state tax laws and regulations will allocate tax liabilities according to the tax allocation agreements and the IHC Tax Allocation Agreement (as defined below), as applicable, except as described below under the section entitled "—~~Tax Liability Arising from the Reorganization Transactions~~."

~~Tax Liability Arising from the Reorganization Transactions.~~ As part of the Reorganization Transactions, First Hawaiian distributed all of BancWest Holding's shares to BNPP. The distribution of BancWest Holding was a taxable event under certain state tax laws, including California law. Under the provisions of the Tax Sharing Agreement, we are responsible for all state and local taxes resulting from or arising out of the distribution of BancWest Holding that are expected to be allocated to First Hawaiian under the tax allocation agreements. We paid state and local income taxes of approximately $95.4 million in June 2016 (which was partially offset by a federal tax reduction of approximately $33.4 million received through intercompany settlement of estimated taxes in April 2017) in connection with the Reorganization Transactions (the "Expected Taxes"). BNPP, BancWest Holding and First Hawaiian reported total tax liability in connection with the Reorganization Transactions of $92.1 million in the 2016 tax returns of various state and local jurisdictions (the "Return Taxes"). Pursuant to the Tax Sharing Agreement, First Hawaiian reimbursed BancWest Holding approximately $2.1 million since the Return Taxes were lower than the Expected Taxes. Such amount was recorded as an adjustment to surplus.

The Tax Sharing Agreement also provides that, in the event that any tax authority makes a determination under federal, state or local tax law that the tax liability of First Hawaiian arising out of the Reorganization Transactions is greater than the Return Taxes (the "Unexpected Taxes"), BancWest Holding will make a payment to First Hawaiian in the amount of such Unexpected Taxes (after taking into account any tax benefits and costs to First Hawaiian resulting from such increase in tax liability). In the event that any tax authority makes a determination under federal, state or local tax law that the tax liability of First Hawaiian arising out of the Reorganization Transactions is less than the Return Taxes (the "Unexpected Tax Reduction"), First Hawaiian will make a payment to BancWest Holding in the amount of such Unexpected Tax Reduction (after taking into account any U.S. federal income tax costs to First Hawaiian resulting from such decrease in tax liability).

Under the Tax Sharing Agreement, no payment with respect to tax liability arising from the Reorganization Transactions will be made by either First Hawaiian or BancWest Holding, unless the aggregate amount of payments required exceeds $10,000.

~~Treatment of Refunds and Other Tax Benefits ("Refunds").~~ Under the provisions of the Tax Sharing Agreement, if, pursuant to the tax allocation agreements, we receive any Refund with respect to (1) the taxes paid in respect of taxable periods prior to the Reorganization Transactions or (2) the Return Taxes, we will make a payment to BancWest Holding in the amount of such Refund reduced by

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~~any tax costs incurred by First Hawaiian as a result of such Refund. Our obligation to pay such Refund amounts to BancWest Holding is subject to all applicable U.S. banking laws and regulations.~~

~~Tax Contests.~~ In the event of an audit, review, examination or any other administrative or judicial action involving any tax reported under the Tax Sharing Agreement ("Tax Contest"), BancWest Holding generally has the responsibility, control and discretion in handling, defending, settling or contesting such Tax Contest. The Tax Sharing Agreement requires all parties to cooperate with each other to furnish necessary information and documents and take any remedial actions to minimize the effects of any adjustment to be made as a result of such Tax Contest. To the extent that such Tax Contest could result in a tax liability that is allocated to us under the Tax Sharing Agreement, we are, at our own cost and expense, entitled to participate in such Tax Contest and BancWest Holding may not settle or compromise such Tax Contest without obtaining our prior written consent.

~~Tax Allocation Agreement~~

In connection with the Reorganization Transactions, we and BancWest Holding each became an indirect subsidiary of BNP Paribas USA. Accordingly, we entered into an Agreement for Allocation and Settlement of Income Tax Liabilities with BNPP, BNP Paribas Fortis, BNP Paribas USA, BancWest, BancWest Holding and Bank of the West, effective as of July 1, 2016 (the "IHC Tax Allocation Agreement"), which governed the parties' respective rights and obligations in respect of federal income taxes for taxable periods ending after July 1, 2016, and state and local income taxes for taxable periods ending within or after 2016. The IHC Tax Allocation Agreement replaced all previous tax allocation and sharing agreements to which BNP Paribas USA or any of its subsidiaries, including us, may have been a party, other than the Tax Sharing Agreement. In the event of conflict between the IHC Tax Allocation Agreement and the Tax Sharing Agreement, the Tax Sharing Agreement controls, except that the allocation of state and local income taxes, other than state and local income tax liabilities arising from or in connection with the Reorganization Transactions, is governed by the IHC Tax Allocation Agreement. In addition, the IHC Tax Allocation Agreement is intended to comply with and be interpreted in accordance with federal and state regulatory tax sharing guidelines outlined in the Interagency Policy Statement dated January 2015.

Effective February 7, 2017, First Hawaiian and its subsidiaries were no longer subject to the IHC Tax Allocation Agreement for purposes of allocating the tax liabilities for certain jurisdictions, including federal and Oregon. The IHC Tax Allocation Agreement continued to govern the relationship between BNP Paribas USA, Bank of the West and First Hawaiian for certain major state jurisdictions, including Hawaii, California and New York, until May 10, 2018, when First Hawaiian was completely separated from BNP Paribas USA and Bank of the West for tax return purposes as BNP Paribas USA's indirect ownership interest of First Hawaiian dropped below 50%. First Hawaiian has executed a First Hawaiian, Inc. and Subsidiaries Tax Allocation Agreement that governs the allocation of taxes between the First Hawaiian entities following our separation from BNP Paribas USA.

~~License Agreement~~

We and First Hawaiian Bank entered into a License Agreement with BancWest Holding, BancWest and Bank of the West with respect to (1) models, data and related documentation for CCAR and Dodd-Frank Act Stress Tests purposes (the "Models"), (2) processes and coding for use in connection with the implementation of, and compliance with, the reporting requirements of BNP Paribas USA and BancWest (the "Reporting Processes") and (3) certain technology developed in connection with services provided under the Transitional Services Agreement (the "Services Technology"), in each case developed by the parties to the License Agreement. Under the License Agreement, each party granted each other party a perpetual, non-exclusive license to its rights in the

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Models, Reporting Processes and Services Technology, it being understood that the parties must obtain any necessary third-party rights to intellectual property, data, models, materials and information included or incorporated in or with any Model, Reporting Process or Services Technology. The License Agreement continues to remain effective.

~~Other Transactions with BNPP~~

~~BNPP Equity Options and Stock Awards~~

~~Certain of our named executive officers have received BNPP equity option and stock awards, as more fully described in the section entitled "~~~~Executive Compensation~~."

~~Share Repurchases with BNPP~~

On May 7, 2018, the Company entered into a Share Repurchase Agreement (the "May Share Repurchase Agreement") with BNPP and BancWest, a subsidiary of BNPP that at the time owned 61.9% of the Company's outstanding common stock, pursuant to which the Company acquired from BancWest 2,968,069 shares of the Company's common stock (the "May Direct Share Repurchase"). Pursuant to the May Share Repurchase Agreement, the per share purchase price paid by the Company was $27.56, the same per share purchase price paid by the underwriters to BancWest in connection with a concurrent registered public offering of shares of the Company's common stock by BancWest. The May Direct Share Repurchase was completed on May 10, 2018 for an aggregate purchase price of approximately $81.8 million.

On July 26, 2018, the Company entered into a Share Repurchase Agreement (the "July Share Repurchase Agreement") with BNPP and BancWest, which at the time owned 48.8% of the Company's outstanding common stock, pursuant to which the Company agreed to acquire from BancWest 1,801,801 shares of the Company's common stock (the "July Direct Share Repurchase"). Pursuant to the July Share Repurchase Agreement, the per share purchase price to be paid by the Company was $27.75, the same per share purchase price paid by the underwriter to BancWest in connection with a concurrent registered public offering of shares of the Company's common stock by BancWest. The July Direct Share Repurchase was completed on August 1, 2018 for an aggregate purchase price of approximately $50.0 million.

Other Related Party Transactions

In the ordinary course of our business, we have engaged, and expect to continue engaging, through the Bank in ordinary banking transactions with our directors, executive officers, their immediate family members and companies in which they may have a 5% or more beneficial ownership interest, including loans to such persons. All such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time such loan was made as loans made to persons who were not related to us. These loans do not involve more than the normal credit collection risk and do not present any other unfavorable features.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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FREQUENTLY ASKED QUESTIONS ABOUT
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

~~Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the Company's common stock~~THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

We are providing these proxy materials to ~~file~~you in connection with the ~~SEC reports concerning their ownership of, and transactions in, such common stock. Based on a review of these reports filed~~solicitation, by the Company's officers, directors and stockholders, and on written representations from certain reporting persons, the Company believes that its officers, directors and stockholders complied with all filing requirements under Section 16(a) of the Exchange Act during fiscal year 2018.

~~Table of Contents~~

~~AUDIT COMMITTEE REPORT~~

The Audit Committee of the Board, which consists entirely of directors who meet the independence requirements of applicable SEC regulations and the NASDAQ listing standards for audit committee members, has furnished the following report:

~~Report of the Audit Committee~~

The Company's management is responsible for the Company's internal controls and financial reporting process. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements and issuing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America ("GAAP"). The Audit Committee oversees the Company's internal controls and financial reporting process on behalf of the Board of Directors of First Hawaiian, Inc., of proxies to be voted at the Annual Meeting. You are receiving this Proxy Statement because you were a First Hawaiian, Inc. stockholder as of the close of business on February 25, 2022, the record date for the Annual Meeting.

This Proxy Statement provides notice of the Annual Meeting, describes the proposals presented for stockholder action and ~~in accordance with the Audit Committee Charter.~~

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with GAAP and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm mattersincludes information required to be ~~discussed by Statement on Auditing Standards No. 16,~~~~Communications with Audit Committees~~~~, as adopted by~~disclosed to stockholders.

When and where is the Public Company Accounting Oversight Board, including the quality, and 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, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm's independence from the Company and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with the Company's independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company's internal controls, and the overall quality of the Company's financial reporting.

~~Table of Contents~~

the independent registered public accounting firm do not assure that the Company's financial statements are presented in accordance with GAAP, that the audit of the Company's financial statements has been carried out in accordance with auditing standards generally accepted in the United States of America or that the Company's independent registered public accounting firm is "independent."

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC. The Audit Committee also has approved, subject to stockholder ratification, the selection of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.

Meeting?

The Annual Meeting will be held:

When		Where
~~Audit Committee Members~~
Wednesday, April 20, 2022 ~~W. Allen Doane (Chair)~~8:00 a.m., Hawaii Standard Time	~~Faye W. Kurren~~	~~C. Scott Wo~~Virtually via webcast. To join the Annual Meeting, visit https://web.lumiagm.com/224987645 password fh2022 (case sensitive), access available beginning at 7:30 a.m. local time in Honolulu, Hawaii on April 20, 2022. There will not be a physical meeting in Hawaii or anywhere else.

~~PRINCIPAL ACCOUNTANT FEES~~

The following table presents fees for professional audit services rendered by Deloitte & Touche LLP for the audit of the Company's annual consolidated financial statements at and for the fiscal years ended December 31, 2018 and 2017 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.

~~The following table sets forth the fees billed~~

What matters will be submitted to ~~the Company for the fiscal years ended December 31, 2018 and 2017 by Deloitte & Touche LLP.~~

2018

2017

Audit Fees⁽¹⁾
$ 2,197,000 $ 1,709,000

Audit Related Fees⁽²⁾
149,000 105,000

Tax Fees⁽³⁾
27,000 —

All Other Fees
— —

Total
$ 2,373,000 $ 1,814,000

~~(1)~~: Consists of fees for professional services rendered for the audit of our consolidated financial statements, including the audit of internal controls over financial reporting, and review of our quarterly financial statements, including registration statements and offerings, or for services provided in connection with statutory and regulatory filings.
~~(2)~~: ~~Consists of fees for professional services rendered for the completion of agreed upon procedures related to consolidated financial reporting.~~
~~(3)~~: ~~Consists of fees for consultations related to federal airline excise tax matters.~~

The Audit Committee Charter requires the pre-approval of all fees and services to be provided by the Company's independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has sole authority, without action by the Board, for the review and approval of such services and fees. In 2018 and 2017, all such fees and services were pre-approved by the Audit Committee in accordance with these procedures.

~~Table of Contents~~

~~PROPOSAL NO. 2—RATIFICATION OF~~
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Deloitte & Touche LLP, independent registered public accounting firm, served as the independent registered public accounting firm for the Company for the fiscal year ended December 31, 2018, and the Audit Committee has appointed Deloitte & Touche LLP as auditors for the Company for the fiscal year ending December 31, 2019. The Board and the Audit Committee recommend that stockholders ratify the appointment of Deloitte & Touche LLP as independent auditors for the Company. The Company's organizational documents do not require that stockholders ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm. However, the Board believes such ratification is a matter of good corporate practice. If stockholders do not ratify the appointment, the Audit Committee will reconsider its selection but may still retain Deloitte & Touche LLP. One or more representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting, and ~~afforded~~what are the Board’s recommendations as to how I should vote on each proposal?

At the Annual Meeting, you will be asked to vote on each of the following matters:

Proposal		Board Voting Recommendation		See Page
1.	The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2023 Annual Meeting of Stockholders		FOR each director nominee	13
2.	An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement		FOR	35
3.	The ratification of the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2022		FOR	71

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

Will any other matters be voted on?

First Hawaiian is not aware of any business other than the items referred to in the Notice of Annual Meeting that will be considered at the Annual Meeting. If any matters other than those referred to in the Notice of Annual Meeting properly come before the Annual Meeting, the individuals named in the accompanying proxy card will vote the proxies held by them in accordance with their best judgment.

Who may vote at the Annual Meeting?

Only record holders of our common stock as of the close of business on February 25, 2022 (the “Record Date”), will be entitled to vote at the Annual Meeting. On the Record Date, the Company had outstanding 128,157,353 shares of common stock. Each outstanding share of common stock entitles the holder to one vote on each matter to be voted upon at the Annual Meeting.

How can I attend the virtual Annual Meeting?

The Annual Meeting will be conducted online via live webcast. Stockholders of record as of February 25, 2022 will be able to participate in the Annual Meeting. To join the Annual Meeting, visit https://web.lumiagm.com/224987645, access available beginning at 7:30 a.m. local time in Honolulu, Hawaii on April 20, 2022. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2022 (case sensitive). Once admitted to the meeting platform, you may submit questions and/or vote during the Annual Meeting by following the instructions that will be available on the meeting

website. Help and technical support for accessing and participating in the virtual meeting is available at https://go.lumiglobal.com/faq.

If you are a stockholder holding your shares in “street name” as of the close of business on February 25, 2022, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee.

The Annual Meeting will begin promptly at 8:00 a.m., Hawaii Standard Time, on Wednesday, April 20, 2022. You may log into the meeting platform beginning at 7:30 a.m., Hawaii Standard Time, on April 20, 2022.

If you wish to submit a question for the Annual Meeting, you may type it into the dialogue box provided on the virtual meeting platform at any point during the virtual meeting (until the floor is closed to questions).

What can I do if I need technical assistance during the Annual Meeting?

Help and technical support for accessing and participating in the virtual meeting is available at https://go.lumiglobal.com/faq. Technical support will be provided one hour prior to the meeting and will be staffed one hour prior to the start of the Annual Meeting until the conclusion of the Annual Meeting.

If I cannot participate in the live Annual Meeting webcast, can I still vote?

You may vote your shares before the meeting by telephone, by internet or by mail by following the instructions in your proxy card or voting instruction form. See “How do I submit by vote” below for further information.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

How are votes counted, and what is the required vote for each proposal?

Proposal

Vote Required

Effect of
Abstentions

Broker
Discretionary
Voting Allowed

Effect of
Broker
Non-Votes

Election of Directors

Majority of the votes cast
FOR or AGAINST (for each director nominee)

No effect―not counted as a “vote cast”

No effect

Advisory Approval of the Compensation of Our Named Executive Officers

Majority of the shares
present in person or represented by proxy

Treated as a vote AGAINST the proposal

No effect

Ratification of the Appointment of Deloitte & Touche LLP

Majority of the shares
present in person or represented by proxy Majority of the shares present in person or represented by proxy

Treated as a vote AGAINST the proposal

Yes

Not applicable

As of February 25, 2022, the Record Date, there were 128,157,353 shares of our common stock outstanding, each of which entitles the holder to one vote for each matter to be voted upon at our Annual Meeting.

Notwithstanding the foregoing, shares held by the Company in a fiduciary capacity are counted in determining the total number of outstanding shares at any given time and may be voted.

PROPOSAL 1―ELECTION OF DIRECTORS

The affirmative vote of a majority of the votes cast is required for the election of directors in an ~~opportunity~~uncontested election, such as the election of directors at the 2022 Annual Meeting. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee. Any nominee who does not receive a majority of votes cast “for” his or her election would be required to tender his or her resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the stockholder vote, the Corporate Governance and Nominating Committee would then be required to make a ~~statement, if they desire~~recommendation to ~~do so,~~the Board

as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and disclose its decision-making process. In a contested election, the required vote would be ~~available to respond to questions from stockholders.~~

~~Required Vote~~

~~Ratification~~a plurality of votes cast. Full details of this policy are set forth in our Corporate Governance Guidelines, which can be found on the ~~appointment~~investor relations section of ~~Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the~~our website located at http://www.fhb.com.

PROPOSAL 2―ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The affirmative vote of a majority of the shares ~~of common stock represented at the Annual Meeting,~~present in person or represented by proxy and entitled to vote ~~thereon. Abstentions will not be counted as votes cast and will have no effect~~ on Proposal 2 is required for the ~~outcome of the voting~~approval, on ~~this proposal.~~

THE BOARD OF DIRECTORS AND AUDIT COMMITTEE UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.

~~Table of Contents~~

~~PROPOSAL NO. 3—ADVISORY VOTE ON THE~~
~~COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~

~~As required by federal securities laws, we are providing our stockholders with the opportunity to cast~~ an advisory ~~vote regarding~~basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. ~~This~~The results of the vote on the proposal ~~commonly known~~are not binding on the Board of Directors. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

PROPOSAL 3―RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 3 is required for the ratification of the appointment of our independent registered public accounting firm. Abstentions will have the effect of voting against this proposal.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

How do I submit my vote?

STOCKHOLDERS OF RECORD


BY TELEPHONE	BY INTERNET	BY MAIL
Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries	Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet. During the Annual Meeting, visit our Annual Meeting website at https://web.lumiagm.com/224987645 password fh2022 (case sensitive)	Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope

•

Have your proxy card available and follow the instructions.

•

Proxy cards submitted by mail must be received by us by April 19, 2022.

BENEFICIAL OWNERS

What constitutes a ~~"say-on-pay" proposal, gives~~quorum?

The Annual Meeting will be held only if a quorum is present. A quorum will be present if the ~~Company's~~holders of a majority of the shares of common stock outstanding on the Record Date and entitled to vote on a matter at the Annual Meeting are represented, in person or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards either marked “abstain” or “withhold,” or returned without voting instructions, are counted as present and entitled to vote for the purpose of determining whether a quorum is present at the Annual Meeting. If shares are held by brokers who are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions (“broker non-votes”), those shares will be counted as represented at the Annual Meeting for the purpose of determining whether a quorum is present at the Annual Meeting.

Can I change or revoke my vote after I return my proxy card?

Yes. If you are a stockholder of record, you may change your vote by:

•

voting at the Annual Meeting;

•

returning a later-dated proxy card;

•

entering a new vote by telephone or on the Internet; or

•

delivering written notice of revocation to the Company’s Secretary by mail at 999 Bishop Street, Honolulu, Hawaii 96813.

Who will count the votes?

A representative of our Transfer Agent, American Stock Transfer & Trust Company LLC, will act as inspector of election at the Annual Meeting and will count the votes.

Will my vote be kept confidential?

Yes. As a matter of policy, stockholder proxies, ballots and tabulations that identify individual stockholders are kept secret and are available only to the ~~opportunity~~Company and its inspectors, who are required to ~~endorse or not endorse~~acknowledge their obligation to keep your votes confidential.

Who pays to prepare, mail and solicit the ~~Company's executive pay program~~proxies?

The Company pays all of the costs of preparing, mailing and ~~policies~~soliciting proxies in connection with this Proxy Statement. In addition to soliciting proxies through the ~~following resolution:~~

~~"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules~~mail by means of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion contained in the 2019 proxy statement, is hereby approved."

~~As described in the "~~~~Compensation Discussion and Analysis"~~ ~~included in~~ this Proxy Statement, we ~~believe that~~may solicit proxies through our ~~executive compensation program is designed~~directors, officers and employees in person and by telephone, facsimile or email. The Company asks brokers, banks, voting trustees and other nominees and fiduciaries to ~~support~~forward proxy materials to the ~~Company's long-term success~~

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

beneficial owners and to obtain authority to execute proxies. The Company will reimburse the brokers, banks, voting trustees and other nominees and fiduciaries upon request. In addition to solicitation by ~~achieving~~mail, telephone, facsimile, email or personal contact by its directors, officers and employees, the ~~following objectives:~~

•: ~~Focuses on Performance:~~ ~~sets appropriate, yet challenging, performance goals~~Company has retained the services of D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005 to solicit proxies for ~~the incentive plans~~a fee of $9,500, plus expenses.

How will my shares be voted if I sign, date and ~~implements plans that motivate leadership to achieve consistent, long-term performance;~~

•

~~Manages Risk:~~ ~~ensures that incentive plans~~return my proxy card?

If you sign, date and return your proxy card and indicate how you would like your shares voted, your shares will be voted as you have instructed.

If you sign, date and return your proxy card but do not ~~encourage excessive risk-taking; and~~indicate how you would like your shares voted, your proxy will be voted:

•

“

FOR

•

~~Provides Balance:~~ ~~includes incentive plan components that are quantitative and linked to stockholder return or financial results, but are balanced by key performance objectives qualitatively evaluated by~~” the ~~Compensation Committee.~~

~~We urge stockholders to read~~election of each of the "~~Compensation Discussion and Analysis~~~~" and the related narrative and tabular compensation disclosure included~~eight nominees named in this Proxy ~~Statement. The "~~Statement;

•

“~~Compensation Discussion and Analysis~~FOR~~" provides detailed information regarding our executive compensation program and policies and procedures, as well as~~” the ~~compensation of our named executive officers.~~

~~Required Vote~~

~~Adoption of an advisory~~ resolution approving the compensation of the Company’s named executive officers as disclosed in this Proxy ~~Statement requires~~Statement; and

•

“FOR” the ~~affirmative~~ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022.

With respect to any other business that may properly come before the Annual Meeting that is submitted to a vote of ~~a majority~~the stockholders, including whether or not to adjourn the Annual Meeting, your shares will be voted in accordance with the best judgment of the ~~votes cast. Abstentions~~persons voting the proxies.

How will broker non-votes be treated?

A broker non-vote occurs when a broker who holds its customer’s shares in street name submits

proxies for such shares but indicates that it does not have authority to vote on a particular matter.

Generally, this occurs when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on “routine” matters only, but not on other matters. Shares for which brokers have not received instructions from their customers will only be permitted to vote on the following proposal:

•

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022.

Shares for which brokers have not received instructions from their customers will not be ~~counted as votes cast and will have no effect~~permitted to vote on the ~~outcome of~~following proposals:

•

To elect the ~~voting~~eight nominees named in this Proxy Statement.

•

To approve, on ~~this proposal. While this~~ advisory ~~vote on~~basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

YOUR VOTE IS IMPORTANT

Because many stockholders cannot personally attend the Annual Meeting, it is necessary that a large number be represented by proxy in order to satisfy that a quorum be present to conduct business at the Annual Meeting. Whether or not ~~binding~~you plan to attend the meeting in person, prompt voting will be appreciated. Stockholders of record can vote their shares via the Internet or by using a toll-free telephone number. Instructions for using these convenient services are provided on ~~us, our Board or~~ the ~~Compensation Committee,~~proxy card.

Of course, you may still vote your shares on the proxy card. To do so, we ~~value~~ask that you complete, sign, date and return the ~~opinions of our stockholders. Accordingly, our Board and~~enclosed proxy card promptly in the ~~Compensation Committee will consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.~~

~~THE BOARD~~postage-paid envelope.

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday, April 20, 2022
	This Proxy Statement, our 2021 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available free of charge on our website at http://proxy.fhb.com.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF ~~DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.~~

CONTENTS

OTHER BUSINESS

As of the date of this Proxy Statement, management of the Company has no knowledge of any matters to be presented for consideration at the Annual Meeting other than those referred to above. If

any

~~Table of Contents~~

~~any~~

other matters properly come before the Annual Meeting, the persons named in the accompanying proxy card intend to vote each proxy, to the extent entitled, in accordance with their best judgment.

STOCKHOLDER PROPOSALS FOR THE ~~2020~~2023 ANNUAL MEETING

��

Stockholders who, in accordance with the ~~SEC's~~SEC’s Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our ~~2020~~2023 Annual Meeting of Stockholders must submit their proposals by certified mail, return receipt requested, and must be received by the ~~Company's~~Company’s Secretary at our principal offices in Honolulu, Hawaii on or before November ~~26, 2019,~~11, 2022, to be eligible for inclusion in our proxy statement and proxy card relating to that meeting. In the event that we hold our ~~2020~~2023 Annual Meeting of Stockholders more than 30 days before or after the one-year anniversary date of the Annual Meeting, we will disclose the new deadline by which ~~stockholders'~~stockholders’ proposals must be received in our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion.

In accordance with the ~~Company's~~Company’s Bylaws, proposals of stockholders intended to be presented at the ~~2020~~2023 Annual Meeting of Stockholders (other than director nominations) must be received by the ~~Company's~~Company’s Secretary no later than January ~~25, 2020,~~ 20, 2023, nor earlier than December ~~26, 2019,~~21, 2022, provided that if the ~~2020~~2023 Annual Meeting is held more than 30 days before, or 60 days after, April ~~24, 2020,~~20, 2023, such notice must be given by the later of the close of business on the date 90 days prior to the meeting date or the tenth day following the date the meeting date is first publicly announced or disclosed. Furthermore, in order for any stockholder to properly propose any business for consideration at the ~~2020~~2023 Annual Meeting, including the nomination of any person for election as a director, or any other matter raised other than pursuant to Rule 14a-8 of the proxy rules adopted under the Exchange Act, written notice of the ~~stockholder's~~stockholder’s intention to make such proposal must be furnished to the Company in accordance with, and including such information required by, the ~~Company's~~Company’s Bylaws.

The Corporate Governance and Nominating Committee considers nominees recommended by stockholders as candidates for election to the Board using the same criteria as candidates selected by the Corporate Governance and Nominating Committee discussed in the section entitled "“Proposal ~~No.~~ 1—Election of Directors."” A stockholder wishing to nominate a candidate for election to the Board at an annual meeting is required to give written notice to the ~~Company's~~Company’s Secretary of his or her intention to make a nomination in accordance with the requirements contained in the ~~Company's~~Company’s Bylaws. Pursuant to the ~~Company's~~Company’s Bylaws, notice of director nominations to be presented at the ~~2020~~2023 Annual Meeting of Stockholders must be received by the ~~Company's~~Company’s Secretary no later than January ~~25, 2020,~~20, 2023, nor earlier than December ~~26, 2019,~~21, 2022, provided that if the ~~2020~~2023 Annual Meeting of Stockholders is held more than 30 days before, or 60 days after, April ~~24, 2020,~~20, 2023, such notice must be given by the later of the close of business on the date 90 days prior to the meeting date or the tenth day following the date the meeting date is first publicly announced or disclosed. If the number of directors to be elected to the Board is increased and either all of the nominees for director or the size of the increased Board is not publicly announced or disclosed by the Company at least 100 days prior to the first anniversary of the preceding ~~year's~~year’s annual meeting, notice of any stockholder nominees to serve as directors for any newly created positions resulting from the increased size may be delivered to the ~~Company's~~Company’s Secretary no later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board shall have been publicly announced or disclosed.

In addition, Section 1.13 of the ~~Company's~~Company’s Bylaws (the ~~"Proxy~~“Proxy Access ~~Bylaw"~~Bylaw”) provides a right of proxy access, which enables stockholders, under specified conditions, to include their nominees for election as directors in the ~~Company's~~Company’s proxy materials. Under

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF CONTENTS

OTHER BUSINESS

the Bylaws, any stockholder, or a group of up to twenty stockholders, owning at least three percent of the ~~Company's~~Company’s outstanding shares of

~~Table of Contents~~

common stock continuously for at least three years is eligible to nominate and include in the ~~Company's~~Company’s annual meeting proxy materials director nominees constituting the greater of two directors or twenty percent of the total number of directors of the Company, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Proxy Access Bylaw. Stockholders seeking to have one or more nominees included in the ~~Company's~~Company’s proxy statement for its ~~2020~~2023 annual meeting of

stockholders must deliver the notice required by the ~~Company's~~Company’s Proxy Access Bylaw. To be timely, the notice must be received at the ~~Company's~~Company’s principal executive offices no later than January ~~25, 2020,~~20, 2023, nor earlier than December ~~26, 2019,~~21, 2022, provided that if the ~~2020~~2023 Annual Meeting of Stockholders is held more than 30 days before, or 60 days after, April ~~24, 2020,~~20, 2023, such notice must be given by the later of the close of business on the date 90 days prior to the meeting date or the tenth day following the date the meeting date is first publicly announced or disclosed.

DISTRIBUTION OF CERTAIN DOCUMENTS

This Proxy Statement, our ~~2018~~2021 Annual Report to Stockholders (the “2021 Annual Report”) and our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2021 are available
at ~~www.fhb.com.~~

~~Our 2018 Annual Report of First Hawaiian, Inc.~~ http://proxy.fhb.com.

We are required to file annual, quarterly and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are being made available with this Proxy Statement to our stockholders. Stockholders are referred to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for financialcurrent reports, proxy statements and other ~~information about us. Neither~~reports with the ~~2018 Annual Report nor our Annual Report on Form 10-K for the fiscal year ended December 31, 2018~~SEC. Copies of these filings are ~~part of this Proxy Statement. This Proxy Statement, our 2018 Annual Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are also~~ available on

through our website at ~~http://proxy.fhb.com.~~

~~In addition, this~~ir.fhb.com or the SEC’s website at www.sec.gov.

This Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

We are required to file annual, quarterly and current reports, proxy statements and other reports with the SEC. Copies of these filings are available through our website at www.fhb.com or the SEC's website at www.sec.gov.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF CONTENTS

OTHER BUSINESS

We will furnish copies of our SEC filings (without exhibits), including this Proxy Statement and our Annual Report on Form 10-K for the ~~2018~~fiscal year ended December 31, 2021, as well as the 2021 Annual Report, without charge to any stockholder upon written request or verbal request to our ~~Company's~~Company’s Secretary ~~at First Hawaiian, Inc., 999 Bishop Street, Honolulu, Hawaii 96813.~~

at:


		~~By order of the Board of Directors,~~
First Hawaiian, Inc. Attention: Secretary 999 Bishop Street Honolulu, Hawaii 96813
		~~Joel E. Rappoport~~ ~~Executive Vice President, General Counsel and~~ ~~Secretary~~

By Order of the Board of Directors,

Joel E. Rappoport
Executive Vice President, General Counsel
and Secretary

Honolulu, Hawaii
March 11, 2022

A copy of the ~~Company's 2018~~Company’s 2021 Annual Report and our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2021 as filed with the SEC are being furnished together with this Proxy Statement. Neither

the ~~Company's 2018~~Company’s 2021 Annual Report nor its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2021 forms any part of the material for the solicitation of proxies.

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

~~Table of Contents~~

TABLE OF CONTENTS
~~Appendix A—~~

ANNEX A

Non-GAAP Reconciliation

NON-GAAP FINANCIAL MEASURES

Overview

In addition to reporting our financial information in accordance with U.S. Generally Accepted Accounting Principles ~~("GAAP"~~(“GAAP”) in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018,~~2021, we believe that certain non-GAAP measures provide investors with meaningful insights into the ~~Company's on-going~~Company’s ongoing business performance. We believe that the presentation of these non-GAAP financial measures helps to identify underlying trends in our business from period to period that could otherwise be distorted by the effect of certain expenses, gains and other items included in our operating results. Investors should also consider our performance and financial condition as reported under GAAP and all other relevant information when assessing our performance or financial condition. Non-GAAP measures have limitations as analytical tools and investors should not consider them in isolation or as a substitute for analysis of our financial results or financial condition as reported under GAAP.

Core Net Income and Reconciliation

We present net income on an adjusted, or ~~"core,"~~“core,” basis. This core measure excludes from net income, the corresponding GAAP measure, the impact of certain items that we do not believe are representative of our financial results. The table below presents a reconciliation of Core Net Income to net income:

	For the Fiscal Years Ended December 31,
	2021			2020			2019
Net income		$	265,735		$	185,754		$	284,392
(Gains) losses on sale of securities			(102)			114			2,715
Costs associated with the sale of stock (Visa)(1)			6,014			4,828			4,500
Loss on litigation			2,100			—			—
One-time noninterest expense items(2)			10,134			—			2,814
Tax adjustments(3)			(4,652)			(1,318)			(2,636)
Total core adjustments			13,494			3,624			7,393
Core net income		$	279,229		$	189,378		$	291,785

For the Fiscal Years Ended December 31,

2018

2017

2016

($ in thousands)

Net Income $ 264,394 $ 183,682 $ 230,178

Gains on Sale of Securities — — (4,566 )

Gains on Sale of Visa Stock — — (22,678 )

Gains on Sale of Real Estate and Other Assets — (6,922 ) —

OTTI Losses on Available-for-sale Debt Securities 24,085 — —

Loss on Litigation Settlement⁽¹⁾ 4,125 — —

One-Time Items⁽²⁾ 2,267 5,457 6,220

Tax Cuts and Jobs Act — 47,598 —

Tax Adjustments⁽³⁾ (8,160 ) 551 7,957

Total Core Adjustments 22,317 46,684 (13,067 )

Core Net Income $ 286,711 $ 230,366 $ 217,111

(1)

~~(1)~~: ~~The Company reached an agreement in principle to resolve a putative class action lawsuit alleging that the Bank improperly charged certain overdraft fees. In connection~~Costs associated with the ~~anticipated settlement agreement,~~sale of stock related to changes in the ~~Company recorded an expense~~valuation of ~~approximately $4.1 million during~~ the ~~year ended December 31, 2018.~~
funding swap entered into with the buyer of our Visa Class B restricted sales in 2016.

(2)

One-time items for the year ended December 31, ~~2018~~2021 consisted of fees related to the prepayment of $200.0 million of Federal Home Loan Bank advances. Additionally, one-time items for the year ended December 31, 2021 consisted of severance costs. One-time items for the year ended December 31, 2019 included a nonrecurring payment to a former executive of the Company pursuant to the Bank’s Executive Change-in-Control Retention Plan, nonrecurring offering costs and the loss on our funding swap as a result of a 2019 decrease in the conversion rate of our Visa Class B restricted shares sold in 2016 as well as public offering related costs. One-time items for the year ended December 31, 2017 included salaries and benefits stemming from the Tax Act and public offering related costs. One-time items for the year ended December 31, 2016 included initial public offering related costs.2016.

(3)

~~Table of Contents~~

~~(3)~~: Represents the adjustments to net income, tax effected at the ~~Company's~~Company’s effective tax rate for the respective ~~period, exclusive of one-time Tax Act expense.~~

period.

A-1

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

TABLE OF CONTENTS

ANNEX A

Core Return on Average Tangible ~~Stockholders'~~Assets and Reconciliation

We compute our return on average tangible assets as the ratio of net income to average tangible assets. The table below presents a reconciliation to the most directly comparable GAAP financial measure:

	For the Fiscal Years Ended December 31,
	2021			2020			2019
	($ in thousands)
Net income		$	265,735		$	185,754		$	284,392
Core net income			279,229			189,378			291,785
Average total assets		$	24,426,258		$	21,869,064		$	20,325,697
Less: average goodwill			995,492			995,492			995,492
Average tangible assets		$	23,430,766		$	20,873,572		$	19,330,205
Return on average total assets			1.09%			0.85%			1.40%
Return on average tangible assets			1.13%			0.89%			1.47%
Core return on average tangible assets			1.19%			0.91%			1.51%

Core Return on Average Tangible Stockholders’ Equity and Reconciliation

We compute our Core Return on Average Tangible ~~Stockholders'~~Stockholders’ Equity as the ratio of core net income to average tangible ~~stockholders'~~stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total common equity. The table below presents a reconciliation to the most directly comparable GAAP financial measure:

	For the Fiscal Years Ended December 31,
	2021			2020			2019
	($ in thousands)
Net income		$	265,735		$	185,754		$	284,392
Core net income			279,229			189,378			291,785
Average total stockholders’ equity		$	2,708,370		$	2,698,853		$	2,609,432
Less: average goodwill			995,492			995,492			995,492
Average tangible stockholders’ equity		$	1,712,878		$	1,703,361		$	1,613,940
Return on average total stockholders’ equity			9.81%			6.88%			10.90%
Return on average tangible stockholders’ equity			15.51%			10.91%			17.62%
Core return on average tangible stockholders’ equity			16.30%			11.12%			18.08%

FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

A-2

TABLE OF CONTENTS

ANNEX A

        For the Fiscal Years Ended December 31,

2018

2017

2016

($ in thousands)

Net Income $ 264,394 $ 183,682 $ 230,178

Core Net Income 286,711 230,366 217,111



Average Total Common Equity $ 2,457,771 $ 2,538,341 $ 2,568,219

Less: Average Goodwill 995,492 995,492 995,492

Average Tangible Stockholders' Equity $ 1,462,279 $ 1,542,849 $ 1,572,727



Return on Average Total Stockholders' Equity 10.76 % 7.24 % 8.96 %

Return on Average Tangible Stockholders' Equity 18.08 % 11.91 % 14.64 %

Core Return on Average Tangible Stockholders' Equity 19.61 % 14.93 % 13.80 %

~~Table of Contents~~

Core Efficiency Ratio and Reconciliation

We compute our core efficiency ratio as the ratio of core noninterest expense to the sum of core net interest income and core noninterest income. The table below presents a reconciliation to the most directly comparable GAAP financial measure:

	For the Fiscal Years Ended December 31,
	2021			2020			2019
	($ in thousands)
Noninterest expense		$	405,479		$	367,672		$	370,437
Loss on litigation			(2,100)			—			—
One-time items(1),(2)			(10,134)			—			(2,814)
Core noninterest expense		$	393,245		$	367,672		$	367,623
Net interest income		$	530,559		$	535,734		$	573,402
Core net interest income		$	530,559		$	535,734		$	573,402
Noninterest income		$	184,916		$	197,380		$	192,533
(Gains) losses on sale of securities			(102)			114			2,715
Costs associated with the sale of stock (Visa)(3)			6,014			4,828			4,500
Core noninterest income		$	190,828		$	202,322		$	199,748
Efficiency ratio			56.45%			50.10%			48.36%
Core efficiency ratio			54.30%			49.77%			47.55%

        For the Fiscal Years Ended December 31,

2018

2017

2016

($ in thousands)

Noninterest Expense $ 364,953 $ 347,554 $ 337,280

Loss on litigation settlement⁽¹⁾ (4,125 ) — —

One-time items^(2),(3) (2,267 ) (5,457 ) (6,220 )

Core noninterest expense $ 358,561 $ 342,097 $ 331,060



Net Interest Income $ 566,318 $ 528,804 $ 491,672

Core net interest income $ 566,318 $ 528,804 $ 491,672



Noninterest Income $ 178,993 $ 205,605 $ 226,037

Gains on sale of securities — — (4,566 )

Gains on sale of stock (Visa/MasterCard) — — (22,678 )

Gain on the sale of real estate and other assets — (6,922 ) —

OTTI losses on available-for-sale debt securities 24,085 — —

Core noninterest income $ 203,078 $ 198,683 $ 198,793



Efficiency Ratio 48.96 % 47.32 % 46.99 %

Core Efficiency Ratio 46.59 % 47.02 % 47.94 %

(1)

~~(1)~~: The Company reached an agreement in principle to resolve a putative class action lawsuit alleging that the Bank improperly charged certain overdraft fees. In connection with the anticipated settlement agreement, the Company recorded an expense of approximately $4.1 million during the year ended December 31, 2018.
~~(2)~~: Adjustments that are not material to our financial results have not been presented for certain periods.
~~(3)~~

(2)

(3)

Costs associated with the sale of stock related ~~costs. One-time items for~~to changes in the ~~year ended December 31, 2017 included salaries and benefits stemming from~~valuation of the ~~Tax Act and public offering related costs. One-time items for~~funding swap entered into with the ~~year ended December 31, 2016 included initial public offering related costs.~~buyer of our Visa Class B restricted sales in 2016.

	~~ANNUAL MEETING OF STOCKHOLDERS OF~~ A-3

	FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

	~~April 24, 2019~~

	~~8:00 a.m., Local Time~~

	~~GO GREEN~~
	e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.


	~~NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL~~:
	~~The Notice of Meeting, proxy statement and proxy card~~
	~~are available at http://proxy.fhb.com~~

	~~Please sign, date and mail~~
	~~your proxy card in the~~
	~~envelope provided as soon~~
	~~as possible.~~

		~~Please detach along perforated line and mail in the envelope provided.~~

~~20730300000000000100 7~~

~~042419~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES LISTED AND "FOR" PROPOSALS 2 AND 3.~~

~~PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE~~ x

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~1. Election of Directors:~~

2.~~Ratification of the appointment of Deloitte and Touche LLP to serve as the independent registered public accounting firm for the year ending December 31, 2019.~~

~~NOMINEES:~~

~~FOR ALL NOMINEES~~

O
O

~~Matthew J. Cox~~
~~W. Allen Doane~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~WITHHOLD AUTHORITY~~
~~FOR ALL NOMINEES~~

O
O
O

~~Faye W. Kurren~~

~~Robert S. Harrison~~
~~Allen B. Uyeda~~

3.~~An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement.~~

~~FOR ALL EXCEPT~~

~~(See instructions below)~~

O
O

~~Jenai S. Wall~~
~~C. Scott Wo~~

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. At the present time, the Board of Directors knows of no other business to be presented at the Annual Meeting. This proxy is revocable and, when properly executed, will be voted as directed herein by the undersigned stockholder. ~~If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposals 2 and 3.~~ This proxy also confers discretionary authority to vote (1) with respect to the election of any person as director, where the nominee is unable to serve or for good cause will not serve and (2) on matters incident to the conduct of the Annual Meeting.

~~INSTRUCTIONS:~~~~To withhold authority to vote for any individual nominee(s), mark~~ ~~“FOR ALL EXCEPT”~~ ~~and fill in the circle next to each nominee you wish to withhold, as shown here:~~

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

~~MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.~~ o


~~Signature of Stockholder~~		~~Date:~~		~~Signature of Stockholder~~		~~Date:~~

~~Note:~~ Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

TABLE OF CONTENTS

[MISSING IMAGE: tm2134876d1-px_page2bw.jpg]

FIRST HAWAIIAN, INC.

Proxy for Annual Meeting of Stockholders on April ~~24, 2019~~

20, 2022 Solicited on Behalf of the Board of Directors

The undersigned hereby appoints ~~Matthew J. Cox,~~ W. Allen Doane, Faye W. Kurren and Allen B. Uyeda, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of First Hawaiian, Inc., to be held on April ~~24, 2019~~20, 2022 at 8:00 a.m. local time virtually at ~~The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii,~~https://web.lumiagm.com/224987645 (password: fh2022), and at any adjournments or postponements thereof, as follows:

~~(Continued~~ (Continued and to be signed on the reverse side.)

~~1.1~~

~~14475~~

TABLE OF CONTENTS

[MISSING IMAGE: tm2134876d1-px_page1bw.jpg]

ANNUAL MEETING OF STOCKHOLDERS OF

FIRST HAWAIIAN, INC.

April ~~24, 2019~~

20, 2022 8:00 a.m., Local Time


	~~PROXY VOTING INSTRUCTIONS~~

~~INTERNET~~ - ~~Access~~ ~~“www.voteproxy.com”~~ ~~and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.~~

~~TELEPHONE~~ - ~~Call toll-free~~ ~~1-800-PROXIES~~ ~~(1-800-776-9437) in the United States or~~ ~~1-718-921-8500~~ ~~from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.~~

		~~COMPANY NUMBER~~
~~Vote online/phone until 11:59 PM EST the day before the meeting.~~ ~~MAIL~~ - ~~Sign, date and mail your proxy card in the envelope provided as soon as possible.~~ ~~IN PERSON~~ - ~~You may vote your shares in person by attending the Annual Meeting.~~ ~~GO GREEN~~ - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
		~~ACCOUNT NUMBER~~

~~NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL~~:
~~The Notice of Meeting, proxy statement and proxy card~~
~~are available at http://proxy.fhb.com~~

~~Please detach along perforated line and mail in the envelope provided~~ IF ~~you are not voting via telephone or the Internet.~~

~~20730300000000000100 7~~

~~042419~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES LISTED AND "FOR" PROPOSALS 2 AND 3.~~

~~PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE~~ x

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~1. Election of Directors:~~

2.~~Ratification of the appointment of Deloitte and Touche LLP to serve as the independent registered public accounting firm for the year ending December 31, 2019.~~

~~NOMINEES:~~

~~FOR ALL NOMINEES~~

O
O

~~Matthew J. Cox~~
~~W. Allen Doane~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~WITHHOLD AUTHORITY~~
~~FOR ALL NOMINEES~~

O
O
O

~~Faye W. Kurren~~

~~Robert S. Harrison~~
~~Allen B. Uyeda~~

3.~~An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement.~~

~~FOR ALL EXCEPT~~

~~(See instructions below)~~

O
O

~~Jenai S. Wall~~
~~C. Scott Wo~~

~~MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.~~ o


~~Signature of Stockholder~~		~~Date:~~		~~Signature of Stockholder~~		~~Date:~~

GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement, proxy card, Annual Report on Form 10-K and Annual Report to Stockholders are available at http://proxy.fhb.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00003333333330301000 7 042022

Name(1)	Fees Earned or Paid in Cash(2) ($)			Stock Awards(3) ($)			All Other Compensation(4) ($)			Total ($)
Matthew J. Cox		$	95,000		$	69,976		$	443		$	165,419
W. Allen Doane			112,000			69,976			443			182,419
Faye W. Kurren			88,000			69,976			6,443			164,419
James S. Moffatt			32,500			53,689			443			86,632
Kelly A. Thompson			32,500			53,689			443			86,632
Allen B. Uyeda			160,250			69,976			443			230,669
Jenai S. Wall			85,000			69,976			443			155,419
Vanessa L. Washington			75,000			69,976			1,979			146,955
C. Scott Wo			90,000			69,976			1,443			161,419


		~~Sincerely,~~

		~~Robert S. Harrison~~
		~~Chairman and Chief Executive Officer~~

Honolulu, Hawaii March 11, 2022
		By ~~order~~Order of the Board of Directors,

	Joel E. Rappoport
	Executive Vice President, General Counsel and Secretary



Director Name	Age	Director Since	Principal Occupation

Robert S. Harrison	58	2016	Chairman and Chief Executive Officer of First Hawaiian

Matthew J. Cox*	57	2016	Chairman of the Board and Chief Executive Officer of Matson, Inc.

W. Allen Doane*	71	2016	Retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc.

Faye W. Kurren*	68	2018	Retired President and Chief Executive Officer of Hawaii Dental Service

Allen B. Uyeda*	69	2016	Retired Chief Executive Officer of First Insurance Company of Hawaii

Jenai S. Wall*	60	2018	Chairman and Chief Executive Officer of Foodland Super Market, Ltd.

C. Scott Wo*	53	2018	Owner/Executive of C.S. Wo & Sons, Ltd., Partner/Manager of Kunia Country Farms and an Adjunct Professor of Management at Columbia Business School in New York City


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned⁽¹³⁾	Percent of Class⁽¹⁴⁾

Greater than 5% Stockholders
FMR LLC⁽¹⁾ 245 Summer Street Boston, Massachusetts 02210	12,125,199	9.0%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd. Malvern, Pennsylvania 19355	9,801,009	7.3
American Century Investment Management, Inc.⁽³⁾ American Century Companies, Inc. Stowers Institute for Medical Research 4500 Main Street, 9th Floor Kansas City, Missouri 64111	7,172,160	5.3
Directors and Named Executive Officers
Robert S. Harrison⁽⁴⁾	73,477	*
Matthew J. Cox⁽⁵⁾	11,132	*
W. Allen Doane⁽⁵⁾	46,132	*
Faye W. Kurren⁽⁶⁾	5,000	*
Allen B. Uyeda⁽⁵⁾	10,132	*
Jenai S. Wall⁽⁶⁾	1,500	*
C. Scott Wo⁽⁶⁾	50,000	*
Alan H. Arizumi⁽⁷⁾	17,839	*
Michael H.F. Ching⁽⁸⁾	7,673	*
Ravi Mallela⁽⁹⁾	–	–
Lance A. Mizumoto⁽¹⁰⁾	970	*
Mitchell E. Nishimoto⁽¹¹⁾	13,577	*
Eric K. Yeaman⁽¹²⁾	51,907	*
Directors and executive officers as a group (13 persons)	298,715	*



Performance Level		Core Net Income ($M)	Core Net Income Payout Factor as % of Target Award

115% Target	$	325,183	133	%

Target (100%)		282,768	100	%

85% of Target		240,353	66	%

Threshold (80%)		226,214	25	%




50% Cumulative Pre-Tax Income		25% Relative TSR vs. KBW Regional Bank Index		25% Relative TSR vs. Hawaii Peers⁽¹⁾

Performance	% of PSUs Earned	Performance	% of PSUs Earned	Performance	% of PSUs Earned

115% of Target	125%	75th Percentile	125%	³ +2% of Median	125%

Target	100%	50th Percentile	100%	+/- 0% of Median	100%

85% of Target	50%	30th Percentile or lower	75%	£ –2% of Median	75%



	Performance Share Units

Named Executive Officer	Number of Units		Grant Date Fair Value ($)⁽¹⁾

Robert S. Harrison	25,413	$	543,965

Eric K. Yeaman	26,279		562,502

Alan H. Arizumi	9,647		206,494

Ravi Mallela⁽²⁾	29,871		639,389

Lance A. Mizumoto	7,503		160,602

Mitchell E. Nishimoto	6,253		133,845

Michael H.F. Ching	—		—



Name and Principal Position	Year		Salary⁽²⁾		Bonus⁽³⁾			Stock Awards⁽⁶⁾		Non-Equity Incentive Plan Compensation⁽⁷⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁸⁾		All Other Compensation⁽⁹⁾		Total

Robert S. Harrison	2018	$	1,125,000	$	2,089,850		$	543,965	$	137,500	$	53,307	$	127,184	$	4,076,806

Chairman and Chief	2017		1,116,042		775,020			1,237,226		1,147,380		1,348,971		135,135		5,759,774

Executive Officer	2016		1,065,000		893,000			1,612,966		789,900		746,429		110,974		5,218,269

Eric K. Yeaman⁽¹⁾	2018		780,727		715,402			562,502		62,500		—		164,116		2,285,247

President and Chief	2017		759,196		1,034,369	⁽⁴⁾		544,372		1,051,612		—		163,586		3,553,135

Operating Officer;	2016		743,125		979,682	⁽⁴⁾		1,250,298		—		—		165,865		3,138,970
Former Interim Chief Financial Officer

Alan H. Arizumi⁽¹⁾	2018		480,000		316,118			206,494		31,250		—		120,548		1,154,410

Vice Chairman, Wealth Management Group	2017		415,156		312,000			179,869		343,054		—		99,575		1,349,654

Ravi Mallela⁽¹⁾	2018		142,497		491,955	⁽⁵⁾		1,630,861		—		—		47,199		2,312,512
EVP, Chief Financial Officer and Treasurer

Lance A. Mizumoto⁽¹⁾	2018		420,030		191,508			160,602		—		—		97,084		869,224
Vice Chairman and Chief Lending Officer, Commercial Banking Group

Mitchell E. Nishimoto⁽¹⁾	2018		347,820		165,000			133,845		23,125		—		83,588		753,378
Vice Chairman and Head of the Retail Banking Group

Michael H.F. Ching⁽¹⁾	2018		51,282		—			—		—		—		211,647		262,929

Former EVP, Chief Financial Officer and Treasurer	2017		465,109		235,291			178,889		328,780		—		102,448		1,310,517



Name		Perquisites and Other Personal Benefits^(a)		Tax Reimbursements^(b)		Contributions to Defined Contribution Plans^(c)		Insurance Premiums^(d)		Other			Total

Robert S. Harrison	$	41,916	$	54,037	$	20,625	$	10,606	$	—		$	127,184

Eric K. Yeaman		29,030		1,839		130,593		2,654		—			164,116

Alan H. Arizumi		26,074		4,043		80,025		10,406		—			120,548

Ravi Mallela		35,206		138		10,687		1,168		—			47,199

Lance A. Mizumoto		22,440		4,160		59,248		11,236		—			97,084

Mitchell E. Nishimoto		18,633		2,426		55,637		6,892		—			83,588

Michael H.F. Ching		2,061		9,234		5,882		569		193,901	^(e)		211,647



					All Other
					Stock Awards
		Estimated Future Payouts Under			Number of		Grant Date
		Equity Incentive Plan Awards⁽¹⁾			Shares of		Fair Value of

		Threshold	Target	Maximum	Stock or Units		Stock
Name	Grant Date	(#)	(#)	(#)	(#)		Awards⁽³⁾

Robert S. Harrison	12/19/18	15,883	25,413	25,413	—		$	543,965

Eric K. Yeaman	12/19/18	16,424	26,279	26,279	—		562,502

Alan H. Arizumi	12/19/18	6,029	9,647	9,647	—		206,494

Ravi Mallela	12/19/18	18,669	29,871	29,871	—		639,389

	9/7/18	—	—	—	34,295	⁽²⁾	991,472

Lance A. Mizumoto	12/19/18	4,689	7,503	7,503	—		160,602

Mitchell E. Nishimoto	12/19/18	3,908	6,253	6,253	—		133,845

Michael H.F. Ching	—	—	—	—	—		—



	Stock Awards

Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights Units That Have Not Vested ($)⁽⁶⁾

Robert S. Harrison	—	—	6,784	⁽¹⁾	$	152,708

	—	—	24,739	⁽²⁾		556,875

	—	—	43,362	⁽³⁾		976,079

	—	—	25,413	⁽⁴⁾		572,047

Eric K. Yeaman	—	—	3,913	⁽¹⁾		88,082

	—	—	24,347	⁽²⁾		548,051

	—	—	19,079	⁽³⁾		429,468

	—	—	26,279	⁽⁴⁾		591,540

Alan H. Arizumi	—	—	2,610	⁽¹⁾		58,751

	—	—	6,000	⁽²⁾		135,060

	—	—	6,304	⁽³⁾		141,903

	—	—	9,647	⁽⁴⁾		217,154

Ravi Mallela	—	—	29,871	⁽⁴⁾		672,396

	34,295⁽⁵⁾	771,980	—			—

Lance A. Mizumoto	—	—	3,633	⁽³⁾		81,779

	—	—	7,503	⁽⁴⁾		168,893

Mitchell E. Nishimoto	—	—	2,610	⁽¹⁾		58,751

	—	—	4,434	⁽²⁾		99,809

	—	—	3,935	⁽³⁾		88,577

	—	—	6,253	⁽⁴⁾		140,755

Michael H.F. Ching	—	—	—			—



	Stock Awards

Name	Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized on Vesting ($)⁽²⁾

Robert S. Harrison	6,782	$	195,389

Eric K. Yeaman	3,913		112,734

Alan H. Arizumi	2,608		75,136

Ravi Mallela	—		—

Lance A. Mizumoto	—		—

Mitchell E. Nishimoto	2,608		75,136

Michael H.F. Ching	—		—



Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)⁽¹⁾		Payments During Last Fiscal Year ($)

Robert S. Harrison	SERP	25	$	11,966,126	$	—



Name		Executive Contributions in Fiscal Year 2018⁽¹⁾		Registrant Contributions in Fiscal Year 2018⁽¹⁾		Aggregate Earnings in Fiscal Year 2018⁽¹⁾			Aggregate Withdrawals/ Distributions			Aggregate Balance at End of Fiscal Year 2018⁽²⁾

Robert S. Harrison	$	251,420	$	—	$	60,022		$	—		$	1,479,957

Eric K. Yeaman		—		109,968		5,195			—			382,541

Alan H. Arizumi		252,814		59,400		91,774			—			2,320,651

Ravi Mallela		8,250		10,687		35			—			18,973

Lance A. Mizumoto		—		44,665		(7,514	)		—			56,482

Mitchell E. Nishimoto		8,950		39,512		8,212			—			221,238

Michael H.F. Ching		—		2,941		3,063			(12,808	)		46,637	⁽³⁾



Named Executive Officer		Cash Severance⁽²⁾		Health and Welfare Benefits		Stock Awards⁽³⁾		Outplacement Benefits		Total

Robert S. Harrison
Termination in Connection with a Change in Control⁽¹⁾	$	4,529,700	$	3,953	$	2,257,708	$	20,000	$	6,811,361
Termination without Cause or for Good Reason		4,529,700		—		—		—		4,529,700
Retirement		—		—		1,550,984		—		1,550,984
Death or Disability		—		—		1,550,984		—		1,550,984

Eric K. Yeaman
Termination in Connection with a Change in Control⁽¹⁾		2,992,258		3,953		1,657,141		20,000		4,673,352
Termination without Cause or for Good Reason		2,992,258		—		—		—		2,992,258
Retirement		—		—		1,119,625		—		1,119,625
Death or Disability		—		—		1,119,625		—		1,119,625

Alan H. Arizumi
Termination in Connection with a Change in Control⁽¹⁾		1,592,236		1,310		552,868		20,000		2,166,414
Termination without Cause or for Good Reason		1,592,236		—		—		—		1,592,236
Retirement		—		—		360,798		—		360,798
Death or Disability		—		—		360,798		—		360,798

Ravi Mallela
Termination in Connection with a Change in Control⁽¹⁾		484,452		3,953		672,396		20,000		1,180,801
Termination without Case or for Good Reason		484,452		—		—		—		484,452
Retirement		—		—		224,132		—		224,132
Death or Disability		—		—		224,132		—		224,132

Lance A. Mizumoto
Termination in Connection with a Change in Control⁽¹⁾		611,538		2,879		250,671		20,000		885,088
Termination without Cause or for Good Reason		611,538		—		—		—		611,538
Retirement		—		—		110,817		—		110,817
Death or Disability		—		—		110,817		—		110,817

Mitchell E. Nishimoto
Termination in Connection with a Change in Control⁽¹⁾		526,820		3,947		387,892		20,000		938,659
Termination without Cause or for Good Reason		526,820		—		—		—		526,820
Retirement		—		—		264,530		—		264,530
Death or Disability		—		—		264,530		—		264,530



Name⁽¹⁾		Fees Earned or Paid in Cash ($)⁽²⁾		Stock Awards⁽³⁾			All Other Compensation ($)⁽⁵⁾		Total ($)

Xavier Antiglio	$	—	$	—		$	—	$	—

Matthew J. Cox		75,500		54,996			60,229		190,725

W. Allen Doane		91,500		54,996			78,229		224,725

Thibault Fulconis		—		—			—		—

Gérard Gil		74,000		54,996	⁽⁴⁾		67,750		196,746

Jean-Milan Givadinovitch		—		—			—		—

Faye W. Kurren		21,667		40,087			46,229		107,983

J. Michael Shepherd		—		—			—		—

Allen B. Uyeda		111,000		54,996			86,229		252,225

Michel Vial		—		—			750		750

Jenai S. Wall		21,667		40,087			48,229		109,983

C. Scott Wo		15,500		33,637			42,229		91,366



		2018		2017

Audit Fees⁽¹⁾	$	2,197,000	$	1,709,000

Audit Related Fees⁽²⁾		149,000		105,000

Tax Fees⁽³⁾		27,000		—

All Other Fees		—		—


Total	$	2,373,000	$	1,814,000