Use these links to rapidly review the document

TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
FIRST HAWAIIAN, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

TABLE OF CONTENTS
[MISSING IMAGE: tm2134876d1-cover_ofc4c.jpg]

TABLE OF CONTENTS
COMPANY PROFILE
[MISSING IMAGE: lg_firsthawaiian-4clr.jpg]
First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company, incorporated in the State of Delaware and headquartered in Honolulu, Hawaii. Its wholly owned bank subsidiary, First Hawaiian Bank (www.fhb.com), founded in 1858, is Hawaii’s oldest financial institution. As of December 31, 2021, FHB was the largest bank in Hawaii in terms of total assets, loans and leases, deposits and net income. The Bank has branches located throughout the State of Hawaii, Guam and Saipan, and offers a comprehensive suite of banking services to consumer and commercial customers including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.
2021 AT-A-GLANCE
$265.7M$13.0B56.5%$75.0M
Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o


Preliminary Proxy Statement

o


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

ý


Definitive Proxy Statement

o


Definitive Additional Materials

o


Soliciting Material under §240.14a-12


FIRST HAWAIIAN, INC.

(Name of Registrant as Specified in its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

ý


No fee required.

o


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Net income, up
43%
Loans and
leases, down 2%
Efficiency ratio, outperforming
peer Hawaii banks
Common stock repurchased in 2021
43%$25B0.05%0.10%
Increase in diluted earnings, to $2.05 per shareTotal assetsRatio of non-accrual loans and leases to total loans and leases
Net charge-offs to average total loans and leases
$21.8B2.43%9.81%/ 15.51%*>2,000
Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
Deposits: #1 in Hawaii(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amountNet interest
margin, down
34 points
Return on which the filing fee is calculated and state how it was determined):
average total stockholders’ equity / return on average tangible stockholders’ equity
Employees
[MISSING IMAGE: tm212424d3-tbl_3cspn.jpg]
*
Represents a non-GAAP measure. Please see Annex A for an explanation and reconciliation.
OUR PILLARS OF SUSTAINABILITY
[MISSING IMAGE: tm212424d3_icon-legalpn.jpg]
[MISSING IMAGE: tm212424d3_icon-riskmgmtpn.jpg]
[MISSING IMAGE: tm212424d3_icon-compcultpn.jpg]
[MISSING IMAGE: tm212424d3_icon-enviropn.jpg]
[MISSING IMAGE: tm212424d3_icon-maxsocimppn.jpg]
Promoting healthy profitability through Values-Based Governance
(4)Proposed maximum aggregate value
Protecting the Company and its stakeholders through Responsible Risk Management
Growing our capacity by Investing in Company Culture and our Employees
Accepting our responsibility as an organization for Improving our Environmental Impact
Increasing the potential of transaction:
our communities by investing in programs that Maximize Social Impact(5)Total fee paid:

o


Fee paid previously with preliminary materials.

o


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)


Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

Table of ContentsTABLE OF CONTENTS

LOGO

CEO’S MESSAGE
[MISSING IMAGE: ph_rharrisonsmall-4c.jpg]
March 13, 2020

Dear Stockholder:

              On behalf of the Board of Directors and management of First Hawaiian, Inc., 11, 2022​

TO OUR STOCKHOLDERS:
I am pleased to invite you to the 2020our 2022 Annual Meeting of Stockholders. TheStockholders to be held Wednesday, April 20 at 8:00 am, Hawaiian Standard Time. While the world appears to be slowly moving toward a more open meeting environment, out of an abundance of caution to ensure everyone’s health and safety, we will once again conduct our Annual Meeting in a virtual only forum via webcast.
Time and time again during 2021, despite the continuing worldwide COVID pandemic and a completely new work environment for all of us, we continued to step up for our customers, employees and the communities we serve. I am extraordinarily proud that, despite these ongoing challenges, we were able to continue our success in our 163rd year of relationship banking. During the summer of 2021, before the COVID-19 omicron variant emerged, Hawaii saw a strong rebound in tourism, leading to increased economic activity. Our asset quality remained strong, and we saw a significant increase in profitability in 2021, as net income increased by $80.0 million or 43% year over year.
At First Hawaiian, we continue to be guided by a common purpose: to make financial lives better by connecting those we serve with the resources they need to be successful. Our purpose and values form the foundation of our culturea culture that is rooted in trust, accountability and thoughtful risk management throughout the organization. This past year we continued to transform our digital banking
footprint, update our data security framework and set the stage for our conversion to a new core banking system that will be heldfeature a modern open API architecture. These changes will help us better serve our customers and improve the customer experience by providing them with better tools to manage their finances and more convenience in doing business with us at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813, on Wednesday, April 22, 2020 at 8:00 a.m., local time.

              The attached Notice ofanytime from anywhere.

Our Annual Meeting and Proxy Statement describe the formal business to be conducted at the Annual Meeting.
Our Board of Directors and senior officers, as well as representatives from our independent registered public accounting firm, will be present at the Annual Meeting to respond to questions from stockholders.

              Youryour questions. I encourage you to read our 2022 Proxy Statement, our 2021 Annual Report and the other proxy materials prior to the meeting. Instructions on how to vote is important.begin on page 2. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or electronically using the telephone andor Internet voting procedures described on theyour proxy card at your earliest convenience.

Together with our Board of Directors, we remain committed to building long-term value for our stockholders. Thank you for your continued support of First Hawaiian.

Hawaiian Bank.
Sincerely,
[MISSING IMAGE: sg_robertharrison-bw.jpg]
Robert S. Harrison
Chairman, President and Chief Executive Officer

TABLE OF CONTENTS
Sincerely,



GRAPHIC



Robert S. Harrison
Chairman, President and Chief Executive Officer

Table of Contents

FIRST HAWAIIAN, INC.

NOTICE OF 20202022 ANNUAL MEETING OF STOCKHOLDERS
Notice Hereby is Given

TO BE HELD WEDNESDAY, APRIL 22, 2020

              NOTICE HEREBY IS GIVEN that the 20202022 Annual Meeting of Stockholders of First Hawaiian, Inc. (the "Company")will be held:

[MISSING IMAGE: tm212424d3_icon-whenko.gif]
WHEN
[MISSING IMAGE: tm212424d3_icon-whereko.gif]
WHO MAY VOTE
[MISSING IMAGE: tm212424d3_icon-recordko.gif]
ACCESS
Wednesday, April 20, 2022, 8:00 a.m., Hawaii Standard TimeStockholders of record on the record date, 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).
At the Annual Meeting, we will ask you to consider and vote upon these proposals.
Items of Business
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

W. Allen Doane

Robert S. Harrison

Faye W. Kurren

James S. Moffatt

Kelly A. Thompson

Allen B. Uyeda

Vanessa L. Washington

C. Scott Wo
2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
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
4.Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof
This year’s Annual Meeting will be held at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813,exclusively online via live webcast on Wednesday, April 22, 2020,20, 2022, at 8:00 a.m., local time, forHawaii Standard Time. You will be able to attend the purpose of consideringmeeting online and voting upon:

    1.
    The electionsubmit questions during the meeting. You will also be able to our Board of Directors ofvote your shares electronically at the seven directors named in the attachedAnnual Meeting.
The Proxy Statement contains important information for you to serve until the 2021 Annual Meeting of Stockholders;

2.
The ratification of the appointment of Deloitte & Touche LLPconsider when deciding how to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2020;

3.
An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement; and

4.
Such other business as properly may comematters brought before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

              The Board of Directors has fixed the close of business on February 28, 2020, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

              A list of stockholders entitled to vote at the 2020 Annual Meeting will be available for inspection upon request of any stockholder for a purpose germane to the meeting at our principal executive offices at 999 Bishop Street, 29th Floor, Honolulu, Hawaii 96813 during the ten days prior to the meeting, during ordinary business hours, and at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813 during the meeting.

              If you hold your shares of common stock through a broker or nominee and you plan to attend the 2020 Annual Meeting, you will need to bring either a copy of the voting instruction card provided by your broker or nominee or a copy of a brokerage statement showing your ownership as of February 28, 2020.

Please read it carefully.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET, (BYBY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD)CARD OR BY MAIL.

Honolulu, Hawaii
March 11, 2022
[MISSING IMAGE: ph_joelrappoport-4c.jpg]
By orderOrder of the Board of Directors,



GRAPHIC



[MISSING IMAGE: sg_joelrappaport-k.jpg]
Joel E. Rappoport

Executive Vice President, General Counsel and Secretary

Honolulu, Hawaii
March 13, 2020

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 22, 2020. Our Proxy Statement, our 2019 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are available on our website at www.fhb.com. By March 13, 2020, 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 2019 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 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 18, 2020. For more information, see "Frequently Asked Questions."


Table of Contents


TABLE OF CONTENTS

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*
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.

Page

Performance

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 Governance Highlightsour 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

2

Frequently Asked Questions about the Annual Meeting and Voting

.”

TABLE OF CONTENTS
5PROXY STATEMENT

Proposal No. 1—Election of Directors

11

Directors and Executive Officers

PROPOSAL 1—ELECTION OF DIRECTORS
DIRECTOR NOMINEES
BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
18
28

Security Ownership of Certain Beneficial Owners, Directors

26

Compensation Discussion And Analysis

29

Executive Compensation

51

Director Compensation

62

Our Relationship with BNPP and Certain Other Related Party Transactions

64

Delinquent Section 16(a) Reports

68Stock Ownership Guidelines for Non-Employee Directors

Audit Committee Report

69

Principal Accountant Fees

70

Proposal No.PROPOSAL 2—Ratification of Independent Registered Public Accounting Firm

71

Proposal No. 3—Advisory Vote on the Compensation of Our Named Executive Officers

72

Other Business

73COMPENSATION DISCUSSION AND ANALYSIS

Stockholder Proposals for the 2021 Annual Meeting

73

Distribution of Certain Documents

75

Appendix A—Non-GAAP Reconciliation

A-1
Compensation Committee Report
Executive Compensation Tables
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
DISTRIBUTION OF CERTAIN DOCUMENTS


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'smanagement’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'sCompany’s future results and financial condition, see "Risk Factors"“Risk Factors” in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

2021.

i


Table of Contents

TABLE OF CONTENTS
FIRST HAWAIIAN, INC.
999 Bishop Street, 29th Floor
Honolulu, Hawaii 96813

PROXY STATEMENT
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, APRIL 22, 2020

              These proxy materials are furnished SUMMARY

The following summary highlights information contained elsewhere in connection withthis 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 proxiesmatters to be voted on at the 20202022 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 13, 2020.

The Company

              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." The Company owns 100%summary does not contain

all of the outstanding common stock of First Hawaiian Bank ("FHB" orinformation that you should consider, and you should read the "Bank").

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS

              We are pleased to provide access to our proxy materials onentire Proxy Statement before voting. For more complete information regarding the Internet. By using the SEC's Notice and Access Rule, most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This offers a convenient way for stockholders toCompany’s 2021 performance, please review the materials. The notice is not a proxy card and cannot be used to vote.

              If you receiveCompany’s Annual Report on Form 10-K for the notice but would like to receive paper copies of the proxy materials, please follow the instructions in the notice or on the website referred to on the notice. If you have received your proxy materials electronically and would like to receive a paper copy of the materials, you may, at any time, email info@astfinancial.com, call 888-Proxy-NA (888-776-9962) (or, for international calls, 718-921-8562), or write to: First Hawaiian, Inc., Corporate Secretary, 999 Bishop Street, Honolulu, Hawaii 96813.

Certain Defined Terms

              When used in this Proxy Statement, the terms "First Hawaiian," "FHI," "we," "our," "us" and the "Company" refer to First Hawaiian, Inc., a Delaware corporation, and its consolidated subsidiaries, which include only First Hawaiian Bank and its subsidiaries, and 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 2019 refers to the 12-month period ended December 31, 2019).


Table of Contents


PERFORMANCE AND GOVERNANCE HIGHLIGHTS

We encourage you to read the following Performance and Governance Highlights as background to this Proxy Statement.


Business Performance

    Strong operating performance in 2019 is reflected by improvements across a number of key operating metrics:

    Net income was up 7.6% year-over-year and core net income* improved by 1.8% year-over-year

    Year-over-year improvement in return on average total assets of 9 basis points from 1.31% to 1.40% and return on average tangible assets* of 10 basis points from 1.37% to 1.47%

    Return on average total stockholders' equity improved by 14 basis points from 10.76% to 10.90%, while return on average tangible stockholders' equity* declined from 18.08% in 2018 to 17.62% in 2019

    We maintained expense discipline and held our efficiency ratio below 50% while investing for future growth and in new technology

    Ranked 18th in the nation on the 2020 Forbes® list of America's top banks

    In FY2019, BNP Paribas sold its remaining shares of our stock, completing our transition to a fully independent company

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


Capital Highlights

              In 2019, FHI continued to return significant levels of capital to its stockholders.

    Repurchased approximately 5.1 million shares of common stock ($137 million in aggregate) through its share repurchase program

    Dividend payments of $138.2 million

    In January 2020, announced a share repurchase program for $80 million of common stock during 2020**

    **
    The timing and amount of share repurchases are influenced by various internal and external factors.
2021.

Table of Contents


    Corporate Governance Highlights

    2022 ANNUAL MEETING INFORMATION
    [MISSING IMAGE: tm212424d3_icon-whenko.gif]
    WHEN
    [MISSING IMAGE: tm212424d3_icon-whereko.gif]
    RECORD DATE
    Effective Board Structure and Composition

    Accountable to Stockholders

    [MISSING IMAGE: tm212424d3_icon-recordko.gif]
    ACCESS
    Strong independent BoardAnnual election of Directors
    Wednesday, April 20, 2022, 8:00 a.m., Hawaii Standard Time
    Diverse, skilled and engaged BoardMajority voting standard for Director elections
    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
    ProposalBoard 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
    [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
    FOR each
    director nominee
    2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
    [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
    FOR
    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
    [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
    FOR
    We will also act on any other business that is properly raised.
    FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT1
    Independent Lead DirectorOne class of stock

    PROXY STATEMENT SUMMARY
    How to Vote
    Our Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them and providing stockholder access to our Board and management. For further information on the virtual meeting, please see the “Frequently Asked Questions about the Annual Meeting and Voting” section in this Proxy Statement.
    [MISSING IMAGE: tm212424d3_icon-phonepn.jpg]
    Robust annual Board and Committee performance reviewsNo supermajority voting requirements in Certificate of Incorporation or Bylaws
    Executive sessions of independent directors held at Board and committee levelsNo shareholder rights plan
    Proxy access
    [MISSING IMAGE: tm212424d3_icon-internetpn.jpg]
    [MISSING IMAGE: tm212424d3_icon-mailpn.jpg]
    Annual review of director skill sets and experienceAnnual say-on-pay advisory vote
    Policy against pledging company stock
    BY TELEPHONE


    BY INTERNETBY 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
    Additional Governance Features
    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.
    Code of Business ConductComplete, sign and Ethics
    Stock ownership requirements for senior managementdate the proxy card and Directors
    Robust compensation clawback policy
    Effective whistleblower policy
    Environmental, Social and Governance Report posted on website and updated annually
    mail it in the enclosed postage-paid envelope


    Active and Responsive Stockholder Engagement

                  As a public company, we engaged actively with our stockholders through our annual stockholder outreach program and remained committed to robust stockholder engagement.

      In 2019, we contacted stockholders owning more than half of FHI's outstanding common stock to seek their input on governance and compensation matters

      Among other things, through these efforts, members of senior management engaged with various stockholders and have remained informed on corporate governance and compensation developments

      The Board implemented majority voting in time for this upcoming Annual Meeting, consistent with feedback from stockholders

                  Stockholders have viewed our outreach strategy favorably and we will continue to reach out on an annual basis.


    Table of Contents


    Executive Compensation Linked to Performance

                  The following table summarizes the notable features of our 2019 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 portion of compensation in the form of variable, performance-based awardsWe don't permit pledging or hedging of shares by employees or directors of the Company
    We grant 50% of long-term incentives in the form of performance-based awardsWe don't gross-up severance payments or benefits for excise tax
    We maintain stock ownership guidelines for our executives and non-employee directorsWe don't pay dividends on unearned performance share units or performance shares
    We require "double trigger" vesting for change-in-control paymentsWe don't allow for repricing of stock options without stockholder approval
    We have a broad clawback policy that applies to cash and equity compensationWe do not have an automatic share replenishment (evergreen) provision in any share-based plans


    Corporate Social Responsibility

      Strong record of sustainability, community engagement, cultural diversity and education and training

      Our Environmental, Social and Governance Report details our environmental, social and governance achievements and is updated annually

      During 2019, First Hawaiian Bank, its Foundation and 99% of its employees contributed approximately $4.25 million to more than 400 charities in the areas of education and financial literacy, health and human services and arts and culture

      In 2019, First Hawaiian Bank employees volunteered over 8,200 community service hours to assist non-profit organizations

      Table of Contents


      FREQUENTLY ASKED QUESTIONS

      Why am I receiving these materials?

                    We are providing these proxy materials 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 February 28, 2020, 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 Annual Meeting will be held on Wednesday, April 22, 2020 at 8:00 a.m., local time, at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813. For directions to the Annual Meeting of Stockholders, please call our Investor Relations department at (808) 525 – 8816.

      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 of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020; 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 of our common stock as of the close of business on February 28, 2020 (the "Record Date"), will be entitled to vote at the Annual Meeting. On the Record Date, the Company had outstanding 130,350,725 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.


      Table of Contents

      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 DirectorsMajority of the votes cast FOR or AGAINST (for each director nominee)No effect – not counted as a "vote cast"NoNo effect
      Ratification of the Appointment of Deloitte & Touche LLPMajority of the shares present in person or represented by proxyTreated as a vote AGAINST the proposalYesNot applicable
      Advisory Approval of the Compensation of Our Named Executive OfficersMajority of the shares present in person or represented by proxyTreated as a vote AGAINST the proposalNoNo effect

                    As of February 28, 2020, the Record Date, there were 130,350,725 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.

          Proposal 1: Election of Directors

                    The affirmative vote of a majority of the votes cast is required for the election of directors in an uncontested election, such as the election of directors at the 2020 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 shareholder vote, the Corporate Governance and Nominating Committee would then be required to make a recommendation to 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 a plurality of votes cast. Full details of this policy are set forth in our Corporate Governance Guidelines, which can be found on the investor relations tab of our website located at http://www.fhb.com.


      Table of Contents

          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 will have the effect of voting against 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 have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

      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 appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020; 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 the Annual Meeting and voting by ballot;

        signing, dating and mailing inHave your proxy card;

        using your telephone, according tocard available and follow the instructions on your proxy card; orinstructions.

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


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

      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.

      2
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      PROXY STATEMENT SUMMARY
      PERFORMANCE HIGHLIGHTS
      2021 Business Performance
      [MISSING IMAGE: tm212424d3_icon-speedpn.jpg]

      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
      [MISSING IMAGE: tm212424d3_icon-handmoneypn.jpg]

      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 iftiming and amount of share repurchases are influenced by various internal and external factors.
      Navigating the holders of aCOVID-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 sharesdeclaration of common stock outstandingthe global pandemic, we have been focused on the Record Dateour 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


      Table of Contents

      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 admittancehuman response to the meeting. Stockholders who own Company stock throughcrisis​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 needHawaii-based financial institution, a healthy economy is critical to bring either a copyour 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 shareswith 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 STATEMENT3

      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 nomineehealthy balance sheet and would likestrong asset quality, and we are well positioned for interest rate increases. We continue to voteserve as a source of strength for our communities and customers and believe we can prosper in person at the Annual Meeting, youshort- and long-term.
      4
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      PROXY STATEMENT SUMMARY
      OVERVIEW OF THE BOARD NOMINEES*
      Director Nominees
      Committees
      Director Nominee and
      Principal Occupation
      Age
      Director
      since(1)
      IndependentPublic
      Boards
      AuditCompensationCorporate
      Governance &
      Nominating
      Risk
      [MISSING IMAGE: ph_robertharrissm-4c.jpg]
      Robert S. Harrison
      Chairman of the Board, President and Chief Executive Officer, First Hawaiian
      61
      2016
      [MISSING IMAGE: tm212424d3_icon-ledincdpn.gif]
      1
      [MISSING IMAGE: ph_allendoanesm-4c.jpg]
      W. Allen Doane
      Retired Chairman and Chief Executive Officer, Alexander & Baldwin, Inc.
      742016
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      1
      [MISSING IMAGE: tm212424d3_icon-commchairpn.gif][MISSING IMAGE: tm212424d3_icon-auditcommk.gif]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: ph_fayekurrensm-4c.jpg]
      Faye W. Kurren
      Retired President and Chief Executive Officer, Hawaii Dental Service
      712018
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      1
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif][MISSING IMAGE: tm212424d3_icon-auditcommk.gif]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: ph_jimmoffat-4c.jpg]
      James S. Moffatt
      Retired Vice Chairman and Global CEO, Deloitte Consulting
      632021
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      2
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: ph_kellythompson-4c.jpg]
      Kelly A. Thompson
      Retired Senior Vice President, Chief Operating Officer, Samsclub.com
      522021
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      3
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: ph_allenuyedasm-4c.jpg]
      Allen B. Uyeda
      Retired Chief Executive Officer, First Insurance Company of Hawaii, Ltd.
      72
      2016
      [MISSING IMAGE: tm212424d3_icon-ledindpn.gif]
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      1
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: tm212424d3_icon-commchairpn.gif]
      [MISSING IMAGE: tm212424d3_icon-commchairpn.gif]
      [MISSING IMAGE: ph_vanessasm-4c.jpg]
      Vanessa L. Washington
      Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West
      622020
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      1
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      [MISSING IMAGE: ph_scottwosm-4c.jpg]
      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
      562018
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
      1
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif][MISSING IMAGE: tm212424d3_icon-auditcommk.gif]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
      Meetings in 2021      Board―75644
      [MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
      Chairman of the Board
      [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
      Committee Chair
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      Committee Member
      [MISSING IMAGE: tm212424d3_icon-ledindpn.jpg]
      Lead Independent Director
      [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
      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 stockholderconclude 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 electionDirectors 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 onlynot listed here.

      (1)
      Refers to the Companyperiod from the completion of our IPO in August 2016.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT5

      PROXY STATEMENT SUMMARY
      Snapshot of the Board
      Board Diversity, Director Independence and its inspectors, whoTenure*
      [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 Directors10
      FemaleMaleNon-BinaryDid Not Disclose Gender
      Part I: Gender Identity
      Directors46
      Part II: Demographic Background
      African American or Black1
      Alaskan Native or Native American
      Asian12
      Hispanic or Latinx
      Native Hawaiian or Pacific Islander
      White14
      Two or More Races or Ethnicities1
      LGBTQ+��
      Did Not Disclose Demographic Background
      *
      The Board Diversity, Director Independence and Tenure graphs, and the Board Diversity Matrix, include all current directors.
      6
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      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 ExperienceW. ALLEN DOANEROBERT S. HAR­RISONFAYE W. KURRENJAMES S. MOF­FATTKELLY A. THOMPSONALLEN B. UYEDAVANESSA L.
      WASH­INGTON
      C. SCOTT WO# of 8 nom­i­nees% of 8 nom­i­nees
      [MISSING IMAGE: tm212424d3_icon-audreppn.jpg]
      Audit and financial reporting675%
      [MISSING IMAGE: tm212424d3_icon-corpbankpn.jpg]
      Banking225%
      [MISSING IMAGE: tm212424d3_icon-finservpn.jpg]
      Finance675%
      [MISSING IMAGE: tm212424d3_icon-publiccompn.jpg]
      Public company450%
      [MISSING IMAGE: tm212424d3_icon-commaffpn.jpg]
      Community affairs / engagement8100%
      [MISSING IMAGE: tm212424d3_icon-execleadpn.jpg]
      Executive leadership8100%
      [MISSING IMAGE: tm212424d3_icon-realestpn.jpg]
      Real estate225%
      [MISSING IMAGE: tm212424d3_icon-legalpn.jpg]
      Legal and regulatory225%
      [MISSING IMAGE: tm212424d3_icon-globalpn.jpg]
      Technology225%
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT7

      PROXY STATEMENT SUMMARY
      FIRST HAWAIIAN COMMITMENT TO GOVERNANCE, SOCIAL AND ENVIRONMENTAL MATTERS
      We are requiredcommitted to acknowledge their obligationhaving 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 paysour planet and environment sustainable. Our practices are important to prepare, mailhow we manage our business and solicitmaintain 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 paysguidelines 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.
      8
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      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 costsvalue of preparing, mailingan independent board of directors and soliciting proxies in connectionhas established a Lead Independent Director role with this Proxy Statement. In additionbroad responsibility. The following overview provides a snapshot of our corporate governance structure and processes, including key aspects of our Board operations.
      Accountability to StockholdersProportionate and Appropriate
      Stockholder Voting Rights
      Regular and Proactive
      Stockholder Engagement
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      All directors are elected annually
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Eligible stockholders may include their director nominees in our proxy materials
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Majority voting standard for director elections
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Annual say-on-pay advisory vote
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Policy against pledging Company stock
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Mandatory retirement age for directors
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      First Hawaiian has one outstanding class of voting stock. We believe in a “one share, one vote” standard
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      We do not have a “poison pill”
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      No supermajority voting requirements in Certificate of Incorporation or Bylaws
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      All members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent of the Company and its management
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Our Corporate Governance Guidelines call for the designation of an independent lead director
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Our Corporate Governance Guidelines require a majority of our directors to be independent (currently seven of eight director nominees are independent)
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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)
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Executive sessions of independent directors are held at the Board and committee levels
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Each standing committee has a charter that is publicly available on our website and that meets applicable legal requirements and reflects good governance
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      The Company has a Code of Business Conduct and Ethics applicable to all employees and directors of the Company
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      We conduct annual reviews of director skill sets and experience together with annual board and committee performance reviews
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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)
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      We maintain a robust compensation clawback policy
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT9

      PROXY STATEMENT SUMMARY
      Corporate Social Responsibility
      We seek to soliciting proxies through the mail by means of this Proxy Statement, we may solicit proxies throughintegrate sustainability considerations into our directors, officersbusiness strategies, products and employees in personservices, thought leadership and by telephone, facsimile or email. The Company asks brokers, banks, voting trusteesoperations. We offer financial solutions that provide positive long-term benefits for our customers, employees and other nomineesstakeholders, as well as for the environment and fiduciariesglobal communities.
      Our people are our most important asset. To facilitate talent attraction and retention, we strive to forward proxy materialssupport a diverse and inclusive workplace, with a strong culture and opportunities for our employees to the beneficial ownersgrow and develop in their careers and to obtain authority to execute proxies. The Company will reimbursebe 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


      Table of Contents

      D. F. King & Co., Inc., 48 Wall Street, New York, NY 10005 to solicit proxies foralways been a fee of $8,500, 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 appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020; 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 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 appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020.

                    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 awarethe 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.
      [MISSING IMAGE: tm212424d3_icon-recyclepn.jpg]
      [MISSING IMAGE: tm212424d3_icon-enviropn.jpg]
      [MISSING IMAGE: tm212424d3_icon-compcultpn.jpg]
      4,0004,50090+
      Pounds of e-waste collected and properly disposed ofEnergy 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 thanstate due to the items referredhigh 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
      10
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      PROXY STATEMENT SUMMARY
      pilot site in the NoticeCarbon Lighthouse Unified Engineering System (CLUES) platform. CLUES will identify and quantify energy efficiency measures for consideration. Following implementation of Annual Meetingselected 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 atwe are proud to implement as we continue to develop a comprehensive strategy to reduce our carbon footprint as an organization.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT11

      PROXY STATEMENT SUMMARY
      EXECUTIVE COMPENSATION HIGHLIGHTS
      We believe the Annual Meeting.


      Tabledesign and governance of Contents

      Your vote is important.

                    Because many stockholders cannot personally attendour executive compensation program encourages executive performance consistent with the Annual Meeting, it is necessary that a large number be represented by proxy in orderhighest 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 22, 2020:
      This Proxy Statement, Our 2019 Annual Report to Stockholders and Our Annual Report on
      Form 10-K for the Year Ended December 31, 2019 Are Available Free of Charge at:
      http://proxy.fhb.com.

      align with “best practice” compensation governance.
      [MISSING IMAGE: tm212424d3_icon-wehavepn.gif]    Practices We Employ
      [MISSING IMAGE: tm212424d3_icon-donthavepn.gif]    Practices We Avoid
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Substantial portion of pay in the form of variable, performance-based awards
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      75% of CEO’s 2021 compensation was performance-based
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Stock ownership guidelines for our executives and non-employee directors
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Engage with stockholders on governance and compensation
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Double-trigger vesting for executive change-in-control payments
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Clawback policy that applies to cash and equity compensation
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Independent compensation consultant and independent Board Compensation Committee
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Annual risk assessment of compensation policies and program design
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Annual evaluation of our peer group to ensure ongoing relevance of each peer member
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Strong risk and control policies and consideration of risk management factors in making compensation decisions
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No gross-up of severance payments or benefits for excise taxes
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No dividends paid on unearned performance units or shares
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No discounting, reloading or repricing of stock options without stockholder approval
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No automatic share replenishment (evergreen) provisions in any share-based plans
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No single-trigger vesting of equity-based awards held by executives upon change in control
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No new benefit accruals under executive pensions
      [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
      No multi-year compensation guarantees that could incentivize imprudent risk-taking

      12
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT


      CORPORATE
      GOVERNANCE AND
      BOARD MATTERS
      PROPOSAL NO. 1—1ELECTION 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 seventen members, consisting of our Chief Executive Officer and President (who also serves as chairmanChairman of the Board) and sixnine other directors, whoall of whom are "independent"“independent” under the listing standards of NASDAQ. The terms of office of all seventen directors expire at the Annual Meeting.

                    Our Amended As previously announced, Ms. Jenai S. Wall and Restated Bylaws (the "Bylaws") provideMr. Matthew J. Cox notified us that they would not stand for re-election to the Board will consistat 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 "Certificate of Incorporation"), the number of directors constituting our Board will be fixed from timereduced to time by resolution of the Board.

      eight members.

      At the Annual Meeting, you will be asked to elect seventhe eight individuals to serve on the Board. TheBoard 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 2021.2023. Each director will hold office until his or her successor has been elected and qualified or until the director'sdirector’s earlier resignation or removal.

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


      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 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."

      Nominees

      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 Election as Directorsthe election of directors in an uncontested election (which is the case for the election of directors at the 20202022 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.

      [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
      The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees named below.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT13

      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'sCompany’s corporate governance guidelines, as described below under the section entitled "Board of Directors, Committees and 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 considers many factors. Those factors include:

      whether the individual meets various independence requirements;

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

      understanding of the Company'sCompany’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'sCompany’s success and represent stockholder interests through the exercise of sound judgment, 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'sdirector’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   59   2016   Chairman of the Board, President and Chief Executive Officer of First Hawaiian  
        Matthew J. Cox*   58   2016   Chairman of the Board and Chief Executive Officer of Matson, Inc.  
        W. Allen Doane*   72   2016   Retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc.  
        Faye W. Kurren*   69   2018   Retired President and Chief Executive Officer of Hawaii Dental Service  
        Allen B. Uyeda*   70   2016   Retired Chief Executive Officer of First Insurance Company of Hawaii  
        Jenai S. Wall*   61   2018   Chairman and Chief Executive Officer of Foodland Super Market, Ltd.  
        C. Scott Wo*   54   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. Harrison612016Chairman of the Board, President and CEO
      W. Allen Doane742016
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Director
      Faye W. Kurren712018
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Director
      James S. Moffatt632021
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Director
      Kelly A. Thompson522021
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Director
      Allen B. Uyeda722016
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Lead Independent Director
      Vanessa L. Washington622020
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      Director
      C. Scott Wo562018
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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'sBoard’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 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 2020 Annual 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 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.

      14
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      DIRECTOR NOMINEE BIOGRAPHIES
      [MISSING IMAGE: ph_allendoane2-4c.jpg]
      COMMITTEES
       Audit [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

      Corporate
      Governance and
      Nominating
      [MISSING IMAGE: tm2134876d1_fc-allendoapn.jpg]
      W. Allen Doane
      Age 74
      [MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif]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.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT15

      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

      16
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      [MISSING IMAGE: ph_fayekurren2-4c.jpg]
      COMMITTEES

      Audit

      Corporate Governance and Nominating
      [MISSING IMAGE: tm2134876d1_fc-fayewatpn.jpg]
      Faye Watanabe Kurren
      Age 71
      [MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] 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

      59Chairman of the Board, President and Chief Executive Officer

      Matthew J. Cox

      58Director
      ​  

      W. Allen Doane

      72Director

      Faye W. Kurren

      69Director
      ​  

      Allen B. Uyeda

      70Director

      Jenai S. Wall

      61Director
      ​  
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT17

      C. Scott Wo

      54Director

      CORPORATE GOVERNANCE AND BOARD MATTERS
      [MISSING IMAGE: ph_jimmoffatrul-4c.jpg]
      COMMITTEES

      Risk
      [MISSING IMAGE: tm2134876d1_fc-jamespn.jpg]
      James S. Moffatt
      Age 63
      [MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif]Independent Director since 2021

      Alan H. Arizumi

      60Vice Chairman of Wealth Management Group
      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.

      Ravi Mallela

      50Executive Vice President and Chief Financial Officer
      18
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      [MISSING IMAGE: ph_kellythompsonrul-4c.jpg]
      COMMITTEES

      Risk
      [MISSING IMAGE: tm2134876d1_fc-kellypn.jpg]
      Kelly A. Thompson
      Age 52
      [MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif]Independent Director since 2021

      Lance A. Mizumoto

      61Vice Chairman and Chief Lending Officer
      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.

      Mitchell E. Nishimoto

      56Vice Chairman and Head of Retail Banking Group
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT19

      CORPORATE GOVERNANCE AND BOARD MATTERS
      [MISSING IMAGE: ph_allenuyeda2-4c.jpg]
      LEAD INDEPENDENT DIRECTOR
      COMMITTEES

      Compensation

      Corporate Governance
      and Nominating [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
       Risk [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
      [MISSING IMAGE: tm2134876d1_fc-allenuyepn.jpg]
      Allen B. Uyeda
      Age 72
      [MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2016

      Ralph M. Mesick

      60Vice Chairman and Chief Risk Officer
      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.
      20
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

                    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, President 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, and was reappointed President in August 2019. 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, and on the board of Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii. 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, Hawaii Business Roundtable and Maryknoll Foundation. 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, 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.


      CORPORATE GOVERNANCE AND BOARD MATTERS
      [MISSING IMAGE: ph_vanessa2-4c.jpg]
      COMMITTEES

      Compensation

      Risk
      [MISSING IMAGE: tm2134876d1_fc-vaneswaspn.jpg]
      Vanessa L. Washington
      Age 62
      Director since 2020
      BACKGROUND
      FIRST HAWAIIAN, INC.

      Member of the Board of Directors (2020 to present)
      FIRST HAWAIIAN BANK

      Member of the Board of Directors (October 2020 to present)
      BANK OF THE WEST, San Francisco, California

      Senior Executive Vice President 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.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT21

      TABLE OF CONTENTS

      Table of Contents

      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 of Matson, Inc., a public company and leading carrier for ocean transportation services in the Pacific, since April 2017, and as the Chief Executive Officer of Matson, Inc. since June 2012, having previously served as 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. Mr. Cox also previously held executive and financial positions with American President Lines, Ltd., a global transportation and logistics company. Mr. Cox serves on the advisory boards of Catholic Charities of Hawaii and the University of Hawaii Shidler College of Business and, from 2008 to 2012, he served on the board of the Pacific Maritime Association. 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 through January 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 the Audit and Corporate Governance and Nominating Committees of First Hawaiian, has served on the First Hawaiian Bank board of directors since 2005. She also serves on the Senior Trust Committee of the board of directors of the Bank. From 2003 until her retirement in November 2014, Ms. Kurren served as the President and Chief Executive Officer of Hawaii Dental Service, a Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in Hawaii. Prior to that, Ms. Kurren served as the President of Tesoro Hawaii, LLC, a former subsidiary of Marathon Petroleum (f/k/a Tesoro Corporation and Andeavor), from 1998 to 2003. She serves on the board 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

      CORPORATE GOVERNANCE AND BOARD MATTERS

      Table of Contents

      Commission on the Status of Women, the University of Hawaii Foundation and the Hawaii State Chapter of the 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 a member of the Compensation Committee and the chair of 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 through January 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 the Compensation and Risk Committees of First Hawaiian, has served on the First Hawaiian Bank board of directors since 1995. Ms. Wall has been Chairman and Chief Executive Officer of Foodland Super Market, Ltd. since 1998 and 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, Inc. since August 1, 2018. She serves as a director of Matson, Inc., a public company, and served as a director of Alexander & Baldwin, Inc., a public company, from April 2015 to April 2019. 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


      Table of Contents

      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.

      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 on the advisory board of 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.

      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 and Chief Financial Officer of First Hawaiian and First Hawaiian Bank, has served in those capacities since September 2018. Prior to 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

      [MISSING IMAGE: ph_scottwo2-4c.jpg]
      COMMITTEES

      Audit

      Risk
      [MISSING IMAGE: tm2134876d1_fc-scottwopn.jpg]
      C. Scott Wo
      Age 55
      [MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2018
      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

      Current Investment Committee Chair, University of Hawaii Foundation

      Current Finance Committee Chair, The Queen’s Health System

      Current Finance Committee Chair, Takitani Foundation

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

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

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

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

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

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

      Table of Contents

      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 58 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, the Honolulu Firefighters Foundation and the Japan-America Society of Hawaii. Mr. Nishimoto is also a member of the U.S.-Japan Council, the Chamber of Commerce Hawaii and the Honolulu Japanese Chamber of Commerce. 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.


      Table of Contents


      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 eightseven times in 2019.2022. 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. All seveneight then-serving members of the Board attended our 20192021 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
      22
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      directors and fully independent audit, nominating and compensation committees.

      Our Board consists of seventen directors, sixnine 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 considered transactions, relationships and arrangements between the 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 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 collectability or present other unfavorable features.


      Table of Contents

      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.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT23

      CORPORATE GOVERNANCE AND BOARD MATTERS
      When considering potential director candidates, our Board also considers the candidate's candidate’s:

      character,

      judgment, diversity, including racial and gender diversity, as well as other forms of diversity,

      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'sBoard’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'sHarrison’s direct involvement in the strategic and day-to-day management of our business.

      24
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      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)
      AuditCompensationCorporate
      Governance and
      Nominating
      Risk
      Matthew J. Cox(2)
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
      W. Allen Doane
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg][MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      Robert S. Harrison [MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
      Faye W. Kurren
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      James S. Moffatt
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      Kelly S. Thompson
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      Allen B. Uyeda [MISSING IMAGE: tm212424d3_icon-ledindpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
      Jenai S. Wall(2)
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      Vanessa L. Washington
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      C. Scott Wo
      [MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      [MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
      Chairman of the Board
      [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
      Committee Chair
      [MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
      Committee Member
      [MISSING IMAGE: tm212424d3_icon-ledindpn.jpg]
      Lead Independent Director
      [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
      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.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT25

      CORPORATE GOVERNANCE AND BOARD MATTERS
      MEMBERS
       W. Allen Doane [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

      Faye W. Kurren

      C. Scott Wo
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      All members of the Audit Committee are independent under NASDAQ listing standards.
      [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
      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.
      [MISSING IMAGE: tm212424d3_icon-audcommpn.gif]
      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.
      26
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      MEMBERS
       Matthew J. Cox(1)[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

      Allen B. Uyeda

      Jenai S. Wall(1)

      Vanessa L. Washington
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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.
      [MISSING IMAGE: tm212424d3_icon-audcommpn.gif]
      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.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT27

      CORPORATE GOVERNANCE AND BOARD MATTERS
      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.
      28
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      CORPORATE GOVERNANCE AND BOARD MATTERS
      MEMBERS
       Allen B. Uyeda [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

      W. Allen Doane

      Faye W. Kurren
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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.
      [MISSING IMAGE: tm212424d3_icon-corpgovnpn.gif]
      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 STATEMENT29

      CORPORATE GOVERNANCE AND BOARD MATTERS
      MEMBERS
       Allen B. Uyeda  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

      James S. Moffatt

      Kelly A. Thompson

      Jenai S. Wall(1)

      Vanessa L. Washington

      C. Scott Wo
      [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
      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.
      [MISSING IMAGE: tm212424d3_icon-riskcompn.gif]
      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 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.


      Table of Contents

      Furthermore, the Risk Committee reviews and receives regular briefings concerning the Company's information security and technology risks (including cybersecurity), including discussions of the Company's information security and cybersecurity risk management programs. 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), 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 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 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


      Table of Contents

      it in its responsibilities. The following table summarizes the current membership of the Board and each of its committees:

      30
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      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 NameAudit
      Committee


      Corporate
      Governance &
      Nominating
      Committee




      Compensation
      Committee


      Risk
      Committee


      [MISSING IMAGE: tm212424d3_fc-combracketpn.jpg]
      [MISSING IMAGE: tm212424d3_icon-audcommpnbg.jpg]
      [MISSING IMAGE: tm212424d3_icon-compcommpnbg.jpg]
      Audit CommitteeCompensation 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
      [MISSING IMAGE: tm212424d3_icon-corpgovnpnbg.jpg]
      [MISSING IMAGE: tm212424d3_icon-riskcompnbg.jpg]
      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.
      [MISSING IMAGE: tm212424d3_icon-uparrowpn.jpg]
      Senior Management
      W. Allen Doane*ChairMember
      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 STATEMENT31
      Robert S. Harrison
      Faye W. Kurren*MemberMember
      Allen B. Uyeda*ChairMemberChair
      Jenai S. Wall*MemberMember
      C. Scott Wo*MemberMember


      *
      "Independent" under NASDAQ listing standards.

      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, 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

      CORPORATE GOVERNANCE AND BOARD MATTERS

      Table of Contents

      be "independent" under the listing 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 2019.

      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 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. 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 seven times in 2019. As of the date of this Proxy Statement, the Compensation Committee has met three times in 2020 to make certain determinations with respect to 2019 compensation.

                    For 2019, 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 annual executive and director compensation assessments provide Pay Governance with a broad array of


      Table of Contents

      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.

      Table of Contents

                    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. 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 2019.

      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:

        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 three members, a majority of whom must not currently be employees at the Company or the Bank. 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 charter is available on our website at www.fhb.com under the Investor Relations tab. The Risk Committee met four times in 2019.

      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,


      Table of Contents

      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

      Our Board has adopted corporate governance guidelines, which are accessible through our principal corporate website at www.fhb.com under the Investor Relations tab, thatsection, which set forth a framework within which our Board, assisted by Board committees, will direct the Company'sCompany’s affairs. These guidelines address, among other things, things:

      the composition and functions of our Board,

      director independence,

      compensation of directors,

      management succession and review, and

      Board committees and selection of new directors, including detailed procedures to
      be followed in the event that one or more directors do not receive a majority of the votes cast "for"“for” his or her election at the Annual Meeting.

      Our Board has adopted a code of conduct and ethics applicable to our directors, officers and employees. A copy of that code is available on our principal corporate website at www.fhb.com under the Investor Relations tab.section. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our principal corporate website at www.fhb.com as required by applicable law or listing requirements.

      Stockholder Communications with the Board of Directors

      Stockholders and any interested parties may communicate with the Board by sending
      correspondence addressed to the Board or one or more specific directors at the following address:
      [MISSING IMAGE: tm212424d3_icon-mailpn.jpg]
      First Hawaiian, Inc.
      c/o the Secretary
      999 Bishop Street Honolulu,
      Hawaii 96813
      32
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      TABLE OF CONTENTS
      CORPORATE GOVERNANCE AND BOARD MATTERS
      2021 DIRECTOR COMPENSATION
      The following table lists the individuals who received compensation in 2021 for their service as directors of First Hawaiian. Any FHI director who also serves on the board of directors of the Bank does not receive any director compensation for service on
      the board of directors of the Bank except as specifically noted below. Any director who is an officer of the Company does not receive any director compensation.
      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 Doane112,00069,976443182,419
      Faye W. Kurren88,00069,9766,443164,419
      James S. Moffatt32,50053,68944386,632
      Kelly A. Thompson32,50053,68944386,632
      Allen B. Uyeda160,25069,976443230,669
      Jenai S. Wall85,00069,976443155,419
      Vanessa L. Washington75,00069,9761,979146,955
      C. Scott Wo90,00069,9761,443161,419
      (1)
      Mr. Moffatt and Ms. Thompson were appointed as directors on July 14, 2021.
      (2)
      The amounts in this column represent annual cash retainers, committee chair and committee membership fees.
      (3)
      The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted in 2021 pursuant to the First Hawaiian, Inc., c/o Amended & Restated 2016 Non-Employee Director Plan. Awards generally vest and settle on the Secretary, 999 Bishop Street, 29th Floor, Honolulu, Hawaii 96813. All communications will be submitted byearlier of one year after grant or the Company's Secretarydate of the next annual meeting of stockholders. Aggregate restricted stock unit awards outstanding as of December 31, 2021 are 2,585 for each of Directors Cox, Doane, Kurren, Uyeda, Wall, Washington and Wo, respectively, and 1,872 for each of Mr. Moffatt and Ms. Thompson.
      (4)
      For each of Directors Cox, Doane, Kurren, Moffatt, Thompson, Uyeda, Wall, Washington and Wo, “All Other Compensation” reflects a noncash gift provided to First Hawaiian Bank directors.  Solely for Ms. Kurren, “All Other Compensation” includes $6,000 in fees for attendance at Bank director committee meetings. Solely for Ms. Washington, “All Other Compensation” includes $1,418 of reimbursements of spousal travel expenses.
      In making decisions concerning compensation for non-employee directors, the Compensation Committee considers the director compensation levels and practices of peer companies and whether compensation recommendations align with the interests of our stockholders. The Compensation Committee seeks to align total non-employee director compensation with the approximate median of peer group total director compensation. In 2021, the compensation consultant to the relevantCompensation Committee analyzed the competitive position of our director orcompensation program against the same peer group used for executive compensation
      purposes and examined how each element of our director compensation program compared to those for members of the peer group. Following its review of this analysis, the Compensation Committee established the director compensation program set forth below, which is unchanged from the director compensation program for 2020 except as noted below. The Compensation Committee intends to review its director compensation practices at least every third year.
      We provide the following compensation for non-employee members of FHI’s Board:
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT33

      TABLE OF CONTENTS
      CORPORATE GOVERNANCE AND BOARD MATTERS
      Non-Employee Director ServiceAnnual Cash
      Retainer
      ($)
      Annual Equity
      Compensation
      Grant Value
      ($)
      Attendance Fee
      ($)
      Board member$65,000$70,000$
      Supplemental Cash Retainers:
      Chair of the Audit Committee24,000
      Member of the Audit Committee15,000
      Chair of the Compensation and Risk Committees20,000
      Member of the Compensation and Risk Committees10,000
      Chair of the Corporate Governance and Nominating Committee16,000
      Member of the Corporate Governance and Nominating Committee8,000
      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.


      Table of Contents


      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
      DIRECTORS AND MANAGEMENT

                    The following table sets forth information, based on data provided to us or filedfor reasonable out-of-pocket expenses incurred in connection with the Securitiesperformance 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 respectamended and restated such plan effective April 21, 2021. Equity awards granted to beneficial ownershipdate under this plan have been in the form of restricted stock units that vest and settle in shares of our common stock within a period of time after the grant date, subject to continued service (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 2021 annual meeting of February 28, 2020 for (i) all persons known by usstockholders and expiring at the Annual Meeting, except that Directors Moffatt and Thompson, who joined the Board of Directors on July 14, 2021, received a pro rated award reflecting the portion of the 2021-2022 term that each is expected to own beneficially more than 5%serve. For 2021, we granted 2,585 shares 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 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

           

      The Vanguard Group
      100 Vanguard Blvd.
      Malvern, Pennsylvania 19355

        12,611,192(2)            9.6%

      FMR LLC
      245 Summer Street
      Boston, Massachusetts 02210

        8,562,468(3)            6.5

      American Century Investment Management, Inc.
      American Century Companies, Inc.
      Stowers Institute for Medical Research
      4500 Main Street, 9th Floor
      Kansas City, Missouri 64111

        8,094,311(4)            6.2

      BlackRock, Inc.
      55 East 52nd Street
      New York NY 10055

        6,677,910(5)            5.1

      Directors and Named Executive Officers

        
       
       

       

      Robert S. Harrison

        339,289(6)            *

      Matthew J. Cox

        11,132(7)            *

      W. Allen Doane

        46,132(7)            *

      Faye W. Kurren

        6,417(7)            *

      Allen B. Uyeda

        10,132(7)            *

      Jenai S. Wall

        2,917(7)            *

      C. Scott Wo

        51,189(7)            *

      Alan H. Arizumi

        56,410(8)            *

      Ravi Mallela

        83,629(9)            *

      Ralph Mesick

        61,021(10)            *

      Lance A. Mizumoto

        38,841(11)            *

      Eric K. Yeaman

        54,000(12)            *

      Directors and executive officers as a group (12 persons)

        748,177(13)            *

      *
      Less than 1%.

      (1)
      Based on 130,350,725 shares of First Hawaiian common stock outstanding as of February 28, 2020.

      (2)
      Based solely upon information contained in the Amendment No. 1 to Schedule 13G filed by The Vanguard Group with the SEC on February 12, 2020, wherein The Vanguard Group reported sole voting power as to 68,852 shares of common stock, shared voting power as to 19,777 shares of common stock, sole dispositive

      Table of Contents

        power as to 12,541,242 shares of common stock and shared dispositive power as to 69,950 shares of common stock.

      (3)
      Based solely upon information contained in the Amendment No. 1 to Schedule 13G filed by FMR LLC with the SEC on February 7, 2020, wherein FMR LLC reported sole voting power as to 510,040 shares of common stock and sole dispositive power as to 8,562,468 shares of common stock.

      (4)
      Based solely upon information contained in the Amendment No. 1 to 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, 2020, wherein each of the American Century Entities reported sole voting power as to 7,872,105 shares of common stock and sole dispositive power as to 8,094,311 shares of common stock.

      (5)
      Based solely upon information contained in the Schedule 13G filed by BlackRock, Inc. with the SEC on February 7, 2020, wherein BlackRock, Inc. reported sole voting power as to 6,180,007 shares of common stock and sole dispositive power as to 6,677,910 shares of common stock.

      (6)
      Excludes 25,413 shares of common stock underlying performance sharerestricted stock units that were granted under the First Hawaiian, Inc. Long Term Incentive Plan (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."

      (7)
      Excludes 2,653 shares of common stock awarded to each of Directors Cox, Doane, Kurren, Uyeda, Wall, Washington and Wo whichand 1,872 shares underlieof our common stock underlying restricted stock units that will vest on the earlierto each of (a) July 24, 2020Directors Moffatt and (b) a change in controlThompson.
      Stock Ownership Guidelines for Non-Employee Directors
      To ensure alignment of First Hawaiian, Inc., subject to continued service on the Board through the vesting date, and will settle in 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 2019 First Hawaiian Director Compensation Table."

      (8)
      Excludes 9,647 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." Includes 1,001 shares of common stock owned by Mr. Arizumi's wife and 598 shares of common stock deemed to be beneficially owned by Mr. Arizumi's wife in connection with vested performance share unit awards for the 2017-2019 LTIP performance cycle that will settle in shares of common stock within 60 days of February 28, 2020. Amount shown excludes 1,305 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.

      (9)
      Excludes 22,864 shares of common stock underlying unvested restricted share units granted in connection with the commencement of Mr. Mallela's employment and 29,871 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."

      (10)
      Excludes 4,637 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 7,503 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)
      Mr. Yeaman resigned from his positions as President and Chief Operating Officer of the Company in August 2019. Mr. Yeaman's address is 733 Bishop Street, Makai Tower, Suite 2550, Honolulu, HI 96813.

      (13)
      Includes 32,520, 4,783, 1,814, 2,339 and 43,976 shares of common stock deemed to be beneficially owned by Messrs. Harrison, Arizumi, Mesick and Mizumoto (and by all directors and executive officers as a group),

      Table of Contents

        respectively, in connection with vested performance share unit awards for the 2017-2019 LTIP performance cycle that will settle in shares of common stock within 60 days of February 28, 2020. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown include 36,982, 4,711, 12,389, 3,698, 5,547 and 67,487 unvested restricted shares, respectively, awarded on April 24, 2019, all of which restricted shares are subject to forfeiture. Of such amounts, 12,327, 1,569, 4,129, 1,232, 1,849 and 22,492 restricted shares will vest for Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto and for all directors and executive officers as a group, respectively, within 60 days following February 28, 2020, subject to continued employment through the vesting date. For Mr. Arizumi (and all directors and executive officers as a group), such amounts include 551 restricted shares deemed to be beneficially owned by Mr. Arizumi's wife, of which amount 183 restricted shares will vest within 60 days following February 28, 2020. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown include 38,520, 5,940, 12,904, 9,630, 6,259 and 77,682 unvested restricted shares, respectively, awarded on February 26, 2020, all of which restricted shares will be issued, subject to forfeiture, within 60 days following February 28, 2020. For Mr. Arizumi (and for all directors and executive officers as a group), such amounts include 644 restricted shares deemed to be beneficially owned by Mr. Arizumi's wife. Mr. Arizumi disclaims beneficial ownership of shares beneficially owned or deemed to be beneficially owned by his wife. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown also include 73,964, 9,424 (including 1,102 shares for Mr. Arizumi's wife), 24,778, 7,396, 11,094 and 134,978 performance shares, respectively, awarded on April 24, 2019, all of which performance shares are subject to forfeiture. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown also include 77,042, 11,882 (including 1,288 shares for Mr. Arizumi's wife), 25,808, 19,260, 12,520 and 155,372 performance shares, respectively, awarded on February 26, 2020, all of which performance shares will be issued, subject to forfeiture, within 60 days following February 28, 2020. The named individuals have voting power but not dispositive power with respect to all unvested restricted shares and performance shares.


      Table of Contents


      COMPENSATION DISCUSSION AND ANALYSIS

      Executive Summary

      Business Performance

                    The highlightsinterests of our performancenon-employee directors with those of our stockholders, we adopted stock ownership guidelines. All non-employee directors are currently in 2019, which provide contextcompliance 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​ ​ ​ ​ ​ ​ 
      $284.4 million$291.8 million*10.90%18.08%*
      ​ ​ Stock Ownership Requirement​ ​ ​ ​ ​ ​ 
      Increased 7.6%Increased 1.8%Increased by 14 basis pointsDecreased by 153 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​ ​ 
      [MISSING IMAGE: tm212424d3_icon-dotpn.jpg] [MISSING IMAGE: tm212424d3_icon-dotpn.jpg] [MISSING IMAGE: tm212424d3_icon-dotpn.jpg] [MISSING IMAGE: tm212424d3_icon-dotpn.jpg] [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]
      ​ ​ 
      5x annual cash retainer
      ​ ​ The later of five years
      from joining the
      Board or October 20, 2026.
      1.04%34
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      EXECUTIVE COMPENSATION
      PROPOSAL 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
      48.36% / 47.55%*Advisory Vote on the Compensation of our Named Executive Officers
      Proposal
      11.88%

      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:
      [MISSING IMAGE: tm212424d3_icon-speedpn.jpg]
      0.19%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
      ​ ​ 
      [MISSING IMAGE: tm212424d3_icon-riskmanpn.jpg]
      ​ ​ 2.​ ​ RISK
      MANAGEMENT
      ​ ​ Encourages sustainable performance over time and discourages excessive risk-taking
      Maintained steady growth, excluding sale of $409 million of SNC'sMaintained expense disciplineExcess of well-capitalizedExceptional credit quality
      [MISSING IMAGE: tm212424d3_icon-balancepn.jpg]
      3.BALANCEUtilizes 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
      [MISSING IMAGE: tm212424d1_icon-peoplepn.jpg]
      4.COMPETITIVEProvides 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
      [MISSING IMAGE: tm212424d3_icon-humancappn.jpg]
      5.STEWARDSHIPFocuses 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
      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 STATEMENT35

      EXECUTIVE COMPENSATION
      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.”
      [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
      Our Board recommends a vote FOR our executive compensation (an advisory, non-binding “say-on-pay” resolution).
      36
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      EXECUTIVE COMPENSATION
      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 MALLELAALAN H.
      ARIZUMI
      LANCE A.
      MIZUMOTO
      RALPH M.
      MESICK
      MITCHELL E.
      NISHIMOTO
      Chairman, President and Chief Executive OfficerFormer Executive
      Vice President
      and Chief Financial Officer,
      Finance Group
      Vice Chairman, Wealth Management GroupVice Chairman and Chief Lending Officer, Wholesale Banking GroupVice Chairman and Chief Risk Officer, Risk Management GroupFormer 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
      [MISSING IMAGE: tm212424d3_icon-speedpn.jpg]

      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]
      *

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

      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT37

      EXECUTIVE COMPENSATION
      Capital Highlights
      [MISSING IMAGE: tm212424d3_icon-handmoneypn.jpg]

      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, 2021In dividend payments; maintained quarterly dividend at $0.26 per shareCommon 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 crisismanaging 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.
      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.
      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.
      38
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      EXECUTIVE COMPENSATION
      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
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT39

      EXECUTIVE COMPENSATION
      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 HighlightsCommittee 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
      40
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

      EXECUTIVE COMPENSATION
      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 measures; please see Annex A for an explanation and reconciliation of these measures to GAAP.

      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.
      FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT41

      EXECUTIVE COMPENSATION
      2021 Compensation 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 designIn designing and execution of the components ofadministering the program for 2021, the Committee focused on the following principles:
      [MISSING IMAGE: tm212424d3_icon-speedpn.jpg]
      1.PERFORMANCE FOCUSEstablishes appropriate, yet challenging, performance goals for our incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance
      [MISSING IMAGE: tm212424d3_icon-riskmanpn.jpg]
      2.RISK
      MANAGEMENT
      Encourages sustainable performance over time and discourages excessive risk-taking
      [MISSING IMAGE: tm212424d3_icon-balancepn.jpg]
      3.BALANCEUtilizes 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
      [MISSING IMAGE: tm212424d1_icon-peoplepn.jpg]
      4.COMPETITIVEProvides 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
      [MISSING IMAGE: tm212424d3_icon-humancappn.jpg]
      5.STEWARDSHIPFocuses 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 rewardsperformance-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 astockholders.
      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 plansavoids 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 bybelieve serve the Compensation Committee.

      Table of Contents

                      The Compensation Committee evaluates the performance of, and recommends compensation actions for, alllong-term interests of our NEOs, including our Chairman and Chief Executive Officer, which actions are reviewed and approved by our Board. Our compensation framework is focused on performance-based compensation and emphasizes long-term performance.

        shareholders, as follows:
        [MISSING IMAGE: tm212424d3_icon-wehavepn.gif]     Practices We Employ
        Elements of 2019 Compensation
        [MISSING IMAGE: tm212424d3_icon-donthavepn.gif]    Practices We Avoid
        ​ ​ ​ ​ ​ ​ ​ ​ 
        Base Salary

        Annual Bonus Plan

        Restricted Shares

        Performance Shares

        ​ ​ ​ ​ ​ ​ ​ ​ 
        ​  Form of CompensationFixed CashVariable CashFixed EquityVariable Equity
        ​ ​ 

        ​  


        Measurement/Vesting Period




        Ongoing




        Annual Performance




        Vest Ratably over Three Years




        Cliff Vest After Three Year Performance Period


        ​ ​ 

        ​  

        Key Performance Metrics

        N/A

        50% Core Net Income (Absolute)

        20% Efficiency Ratio (Relative)

        30% Individual Performance

        Value is dependent on share price performance

        70% ROATE (Relative)

        30% ROATA (Relative)

        +/-25% Relative Total Shareholder Return ("TSR") Modifier

        ​ ​ 

                      The framework for the compensation of our Chief Executive Officer ("CEO") is based on a strong alignment with stockholder interests and a consistency with market practices. For 2019, First Hawaiian's CEO pay mix was aligned with the average pay mix across the peer group:

        GRAPHIC

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Fixed PayPerformance-Based Pay

        Salary

        Annual Bonus (STI)

        Role-Based Allowance (RBA)

        Performance shares and restricted shares (LTI)


        Table of Contents

        Compensation Governance in 2019

                      The following table summarizes the notable features of our 2019 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 substantialSubstantial portion of compensationpay in the form of variable, performance-based awards

        We don't permit pledging or hedging of shares by employees or directors of the Company

        We grant 50%

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        60% of long-term incentives in the form of performance-based awards

        We don't gross-up severance payments or benefits for excise tax

        We maintain stock

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Stock ownership guidelines for our executives and non-employee directors

        We don't pay dividends

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Engage with stockholders on unearned performance share units or performance shares

        governance and compensation

        We require "double trigger"

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Double-trigger vesting for executive change-in-control payments

        We don't allow for repricing of stock options without stockholder approval

        We have a broad clawback

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Clawback policy that applies to cash and equity compensation

        We do not have an automatic share replenishment (evergreen) provision

        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Independent compensation consultant and independent Board Compensation Committee
        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Annual risk assessment of compensation policies and program design
        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Annual evaluation of our peer group to ensure ongoing relevance of each peer member
        [MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
        Strong risk and control policies and consideration of risk management factors in any share-based plans

        making compensation decisions
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No gross-up of severance payments or benefits for excise taxes
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No dividends paid on unearned performance units or shares
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No discounting, reloading or repricing of stock options without stockholder approval
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No automatic share replenishment (evergreen) provisions in any share-based plans
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No single-trigger vesting of equity-based awards held by executives upon change in control
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No new benefit accruals under executive pensions
        [MISSING IMAGE: tm212424d3_icon-greyxk.jpg]
        No multi-year compensation guarantees that could incentivize imprudent risk-taking

        Key Changes to Our Compensation Program in 2019

                      The Compensation Committee approved changes for 2019 to improve the alignment of our program with our business objectives, strong corporate governance principles and prevailing market practice. 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), and certain


        Table of Contents

        changes for 2019 were related to the transition away from a pay program that was subject to CRD IV remuneration guidelines.

        Changes for 2019

        What We Did

        ​ ​ ​ ​ 
        ​  Expanded Clawback Policy

        Implemented a broad clawback policy that includes triggers for 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) and other senior officers (2x)

        ​ ​ 
        ​  Froze Supplemental Executive Retirement Plan

        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

        ​ ​ 
        ​  Granted Restricted Shares and Performance Shares

        Implemented a long-term incentive mix of 50% time-based restricted shares and 50% performance shares

        ​  

        Added restricted shares to better align with the peer group practices and balance reward elements with the intent to mitigate risk

        ​ ​ 
        ​  Added Relative Efficiency Ratio as a Metric in the Annual Bonus Plan

        Introduced Efficiency Ratio as a metric with a 20% weighting and performance measured relative to FHI peers to promote a competitive cost structure and effective returns on capital expenditures, which are critical to high performance

        ​ ​ 
        ​  Changed Performance Metrics for the LTIP

        Implemented the following metrics for the 2019-2021 performance period: Return on Average Tangible Equity ("ROATE") vs. Peers (70% weight) and Return on Average Tangible Assets ("ROATA") vs. Peers (30% weight)

        ​  

        Introduced a Relative TSR modifier vs. the KBW Index with a potential range of +/- 25%, with no upward adjustment permitted if FHI's absolute TSR is negative over the 3-year performance period

        ​ ​ 

        2019 "Say-on-Pay" Results

                      In connection with our ongoing stockholder engagement efforts, we continue to seek ways to maintain a compensation program that is responsive to both stockholder priorities and concerns and our business objectives.

                      At our 2019 Annual Meeting of Stockholders, as required by the Exchange Act, our stockholders were presented an opportunity to vote on an advisory basis with respect to the compensation of our named executive officers. At this meeting, our "say-on-pay" proposal for our 2018 compensation program received the support of 83.5% of shares present in person or represented by proxy and entitled to vote. The result of the vote was one of the factors that the Compensation Committee considered when determining changes to our compensation program in 2019, which are discussed above.


        Table of Contents

        Discussion and Analysis of 2019 Compensation

        Introduction: 2019 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 three other most highly compensated persons serving as executive officers as of December 31, 2019 and our former president and chief operating officer.

        42
        FIRST HAWAIIAN, INC.Name 2022 PROXY STATEMENT
        Title

        Recent Employment History

        ​  Robert S. HarrisonChairman, President and Chief Executive OfficerRobert Harrison has been our Chief Executive Officer since January 2012, was named Chairman of First Hawaiian Bank in May 2014 and was reappointed as President in August 2019.
        ​ ​ 
        ​  Ravi MallelaExecutive Vice President and Chief Financial Officer, Finance GroupRavi 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. He surrendered the Treasurer title in January 2019.
        ​ ​ 
        ​  Alan H. ArizumiVice Chairman, Wealth Management GroupAlan 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.
        ​ ​ 
        ​  Lance A. MizumotoVice Chairman and Chief Lending Officer, Commercial Banking GroupLance 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.
        ​ ​ 
        ​  Ralph M. MesickVice Chairman and Chief Risk OfficerRalph Mesick was appointed Vice Chairman and Chief Risk Officer in July 2016 and serves as a member of the Bank's Senior Management Committee.
        ​ ​ 
        ​  Eric K. YeamanFormer President and Chief Operating OfficerEric Yeaman joined First Hawaiian Bank as President and Chief Operating Officer in June 2015 and served as a member of the Bank's Senior Management Committee until his resignation effective August 12, 2019.
        ​ ​ 

        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;

        EXECUTIVE COMPENSATION

        Table of Contents

          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 U.S. 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 recommendssets compensation levels for executives and directors to the Board for approval.directors. Among other things, the Compensation Committee:


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


        Reviews and approves our overall compensation philosophy;philosophy


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


        Reviews and approves corporate goals and objectives relevant to the compensation of our CEO;CEO


        Reviews and discusses with the CEO and reports to the Board plans for executive officer development and corporate succession plans for the CEO and other executive officers; andofficers


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

                      With respect to compensation for the CEO, thematters

        The Compensation Committee annually reviews and approves the corporate goals relevant to the CEO'sCEO’s incentive compensation and additional 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'sCEO’s performance evaluation conducted by the Board and makes recommendations to the Board regarding the CEO'sCEO’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 is responsible for approving the CEO'sCEO’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.


        Table of Contents

        Role of the Chairman and Chief Executive Officer

        Our Chairman and 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.
        When making such recommendations, our Chief Executive Officer considers 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 2019,2021, 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 2019:

          2021:

        Reviewed and recommended changes to the benchmarking approach, including recommending changes to the custom industry peer group;group


        Conducted a competitive market assessment of First Hawaiian'sHawaiian’s executive compensation levels and structure;structure, including an examination of market trends and best practices in the banking industry


        Advised on the design and structure of the 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'sannual CEO performance assessment processevaluation on behalf of the Board of Directors
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT43

        EXECUTIVE COMPENSATION

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

        Supported the Committee on proposal submitted to stockholders at the 2021 annual meeting of stockholders to increase the shares available for award under the Board;

        Assisted indirector equity plan
        Pay Governance provides the development of an expanded clawback policy;

        Supported drafting the CD&A for theCompany with annual proxy statement;

        Provided other ad hoc advice with respectexecutive and director market assessments that include, but are not limited to, requests related to executive compensation market data and practices; and

        Conducted a competitive market assessmentassessments of First Hawaiian'sHawaiian’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 programs.

        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 Compensation Committee meetings upon request to review their reports and participates in general discussions with members of management on compensation and benefits matters for the NEOs and Board members.request. While the Compensation Committee considers input from Pay Governance when making compensation decisions, the Compensation Committee'sCommittee’s final decisions reflect many factors and considerations.

        The Compensation Committee has alsoannually reviews the independence of its compensation consultant. The Compensation Committee considered andFirst Hawaiian’s relationship with Pay Governance, assessed all relevant factors, including, but not limitedthe independence of Pay Governance pursuant to those set forth in Rule 10C-1(b)(4)(i) through (vi) under theNASDAQ 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 bythat would preclude Pay Governance or other advisors that would prevent such advisors from serving as independent consultants toindependently representing the Compensation Committee.


        Table of Contents

        Benchmarking Compensation

        Benchmarking Compensation
        Competitive market data serves as a reference point in evaluating our executive compensation levels and practices. We use this data to understand how similarly situated companies in ourthe 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]
        44
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION
        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 November 2018 for purposes of settingmaking compensation decisions for 2019. The2022 and approved the removal of Synovus Financial Corp. due to their large size as compared
        with First Hawaiian. In addition, the Compensation Committee approved the revised peer group after comparing First Hawaiian's positioning against the restaddition of the group with respect to specific financial metrics, as shown in the following graph:

        GRAPHIC

                      Banner Corporation, Columbia Banking System and SVB Financial were added to the peer groupPacific Premier Bancorp due to theirits strong financial alignment, more comparable asset size, performance and businessWest Coast focus. Central Pacific Financial, CVB Financial and Signature Bank were removed from the peer group due to differences in size and business focus, while MB Financial was removed from the peer group as a result of its acquisition by


        Table of Contents

        Fifth Third Bank. The resulting peer group used for benchmarking compensation for 2019 consisted of the companies set forth in the table below.

         –  1 removed

        + 1 added

        Compensation Peer Group


        Synovus Financial Corp.

        Bank of Hawaii Corporation

        Prosperity Bancshares, Inc.


        Pacific Premier Bancorp

        BankUnited, Inc.

        Synovus Financial Corp.

        Banner Corporation

        SVB Financial

        Cathay General Bancorp

        Texas Capital Bancshares

        Columbia Banking System

        Trustmark Corporation

        Commerce Bancshares, Inc.

        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

        PacWest Bancorp

        Wintrust Financial Corporation

        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 on pay levels and practices for specific positions, particularly positions below the NEO level.


        Table

        The framework for the compensation of Contentsour 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

        2019 Compensation Program

        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT45

        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
        46
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        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 STATEMENT47
        ​  



        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 was designed to comply with CRD IV and will be discontinued in 2020

        ​  Short-Term Cash
        ​  ​ ​ 
        ​  Compensation
        Annual Bonus Plan

        Reward NEOs for contributions to the achievement of core net income goals, which are measured against the business plan, efficiency ratio, which is measured relative to peers and individual performance which is measured both quantitatively and qualitatively

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

        ​ ​ 
        ​  Long-Term Equity Compensation
        Performance Shares

        Rewards NEOs for achievement of performance goals: 70% relative ROATE vs. compensation peers and 30% relative ROATA vs. compensation peers

        Subject to a relative TSR modifier of +/-25% vs. KBW Regional Bank Index

        Cliff vests after three-year performance period

        Can be earned between 0-200% of target

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

        Represents 50% of long-term equity value

        ​  ​ ​ 
        ​  Restricted Shares

        Vests ratably over three years

        Reinforces retention and balances risk

        Represents 50% of long-term equity value

        CRD IV Compensation Requirements

                      As of August 1, 2018, BNP Paribas, a banking organization headquartered in France ("BNPP"), 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


        EXECUTIVE COMPENSATION

        Table of Contents

        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. Certain legacy practices that were influenced by the BNPP arrangement and CRD IV requirements still persist through 2019 (e.g., CEO's role-based allowance) but will be discontinued in 2020.

        Base Salary and Role Based Allowance

        Key Components of Compensation

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

        48
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION
        After reviewing all relevant items, the Compensation Committee approved the following base salaries for 2019,2021, effective March 2019, of $950,000, $450,000, $490,000, $425,000, $400,000 and $795,000 for Messrs. Harrison, Mallela, Arizumi, Mizumoto, Mesick and Yeaman, respectively. In the case of each of Messrs. Harrison, Arizumi, Mizumoto, Mesick and Yeaman, such amount represented a 1.6% increase, 2.1% increase, 1.2% increase, 11.1% increase and 1.3% increase, respectively, from his 2018 salary, while the salary for Mr. Mallela remained unchanged from its 2018 level. In December 2019, Mr. Mesick's salary was adjusted to $425,000, which represented a 6.25% increase. Messrs. Mallela and Mizumoto became NEOs in 2018, and therefore, their compensation is reported beginning in 2018, and 2017 compensation is not reported for those individuals. Mr. Mesick became an NEO in 2019, and therefore, his compensation is reported beginning in 2019, and his 2018 and 2017 compensation is not reported.

                      In accordance with the requirements of CRD IV, as discussed under "—Key Components of CompensationCRD 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. Mr. Harrison and the Compensation Committee agreed to discontinue the role-based allowance following the 2019 payment, since the Company is no longer required to comply with CRD IV.

        2021:
        Named Executive OfficerBase Salary 2020
        ($)
        Base Salary 2021
        ($)
        % Change
        from 2020 Salary
        Robert S. Harrison$969,000$969,000
        0%
        Ravi Mallela460,000460,0000
        Alan H. Arizumi497,350497,3500
        Lance A. Mizumoto433,500433,5000
        Ralph M. Mesick425,000425,0000
        Mitchell E. Nishimoto370,475370,4750
        Annual Bonus Plan

        Annual Bonus Plan

        We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the "Bonus Plan"“Bonus Plan”). For 2019,The following table sets forth information regarding each NEO’s target bonus award and the following target annual bonus opportunities, as a percentageactual award received for 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 Mallela345,000
        75%
        Alan H. Arizumi323,278
        65%
        439,657
        136%
        Lance A. Mizumoto281,775
        65%
        402,938
        143%
        Ralph M. Mesick276,250
        65%
        370,175
        134%
        Mitchell E. Nishimoto203,761
        55%
        (1)
        Mr. Mallela, former Executive Vice President and Chief Financial Officer, Finance Group, and Mr. Nishimoto, former Vice Chairman and Head of base salary (excluding role-based allowanceRetail Banking Group, resigned from their positions with First Hawaiian and, accordingly, were not considered for our CEO) and dollar amount, respectively, were establishedbonuses for our NEOs in the first quarter of 2019: 100% or $950,000 for Mr. Harrison; 75% or $337,500 for Mr. Mallela; 65% or

        2021.

        Table of Contents

        $318,500 for Mr. Arizumi; 60% or $255,000 for Mr. Mizumoto; 50% or $212,500 for Mr. Mesick and 90% or $715,500 for Mr. Yeaman.

        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 20192021 annual 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 STATEMENT49

        EXECUTIVE COMPENSATION
        [MISSING IMAGE: tm2134876d1_pc-perftargetpn.jpg]
        GRAPHIC(1)

        (1)

        Represents a non-GAAP measure. Please see AppendixAnnex A for further explanation and a reconciliation.

        The Compensation Committee choseannual bonus plan uses Core Net Income to determineas the primary performance 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 ofThe Core Net


        Table of Contents

        Income as shownmetrics used to determine the 2021 annual bonus awards are presented in the table below were approved bybelow:

        Performance LevelFY2021
        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
        0%
        (1)
        Payouts for results between the Compensation Committeestated 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 2019 through our rigorous financial planning process.

        table below:

        ​  

         

        Performance Level

          


        Core
        Net Income
        ($)



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





         

         

        Maximum (105% of Target)

           $308,122,500   150%  

         

         

        Target

            293,450,000   100%  

         

         

        Threshold (95% of Target)

            278,777,500   50%  

         

         

        Below Threshold

            278,777,500   0%  
        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.

                      For 2019, the Compensation Committee chose to introduce a secondary financial metric to the annual bonus plan. In order to emphasize the importance of ensuring a competitive cost structure and effective returns on capital expenditures the Compensation Committee added a measure of performance on efficiency ratio relative to the compensation peer group to determine 20% of the annual bonus. The following performance schedule applies to awards:

        ​  

        Relative Efficiency Ratio vs. Compensation Peer Group


        ​ ​ ​ ​ 

        ​  

        Performance


        % of Target Award(1)

        75th Percentile

        150%
        50

        FIRST HAWAIIAN, INC.Median 2022 PROXY STATEMENT

        100%

        30th Percentile

        50%

        < 30th Percentile

        0%

        (1)
        Payouts for results within the stated performance levels are interpolated on a straight-line basis.

        EXECUTIVE COMPENSATION
        For 2019,2021, performance against the Company'sCompany’s financial performance metrics were as follows:

          Core Net Income:  results achieved were $291.8 million, or 99.4% of target performance. This resulted in a payout factor of 94.33% for the Core Net Income component.

          Relative Efficiency Ratio:  efficiency ratio was 48.73% which ranked at the 68th percentile of the compensation peer group. This resulted in a payout factor of 136.00% for the Relative Efficiency Ratio component.

        Performance Level2021 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%
        Our NEOs are also evaluated on their individual performance, forwhich determines 30% of the year in sixannual 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 Chief Executive Officer evaluates the performance of each of his direct reports (including each of Messrs. Mallela, Arizumi, Mesick, Mizumoto and formerly, Mr. Yeaman)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 assessmentthat solicits feedback from each director regarding the CEO'sCEO’s performance within the six performance categories


        Table of Contents

        detailed above, as well as an overall qualitative performance assessment which may cover areas outside of the six categories.

        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT51

        EXECUTIVE COMPENSATION
        For 2019,2021 annual bonus payouts, each NEO'sNEO’s performance was assessed induring the first quarter of 2020. This2022. The individual assessment considers the totality of the NEO'sNEO’s performance, rather than
        assigning weightings to each of the sixseven individual performance factor categories. The Compensation Committeecategories, and took the following into account when considering individual performance for 2019:

                      Mr. Harrison achieved solid performance executing on achievement of key strategic priorities 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 1.8% to $291.8 million, achieving return on tangible equity of 17.62%, return on tangible assets of 1.47% and maintaining expense control with a 48.36% efficiency ratio. In addition, Mr. Harrison completed the separation from BNPP that included the sale of BNPP's final 24.86 million shares to the public in early 2019.

                      Mr. Arizumi serves as Vice Chairman, Wealth Management Group. The Compensation Committee noted Mr. Arizumi's strong performance by increasing assets under administration by 11% and continued growth in the private banking segment. The Compensation Committee also discussed Mr. Arizumi's leadership in optimizing targeted customer segments and executing on the team's operational reorganization strategy including repositioning roles and responsibilities.

        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. Mallela, serves as the Company'sformer Executive Vice President and Chief Financial Officer. The Compensation Committee noted his disciplined financial management during a challenging rate environment. This included continuing to optimize the Company's balance sheetOfficer, Finance Group, and achievement of key financial performance metrics. The Compensation Committee also noted other key accomplishments including his leadership in completing the Company's strategic plan, leading his team through transformational organizational changes including streamlining the investment securities operations in addition to leading the annual budget process.

        Mr. Mesick serves as the Company'sNishimoto, former Vice Chairman and Chief Risk Officer. The Compensation Committee discussed Mr. Mesick's significant contributions in the areasHead of continuing to build out the Company's integrated risk management system and expansion of its data management strategy. The Compensation Committee also noted Mr. Mesick's disciplined oversight of the Company's corporate insurance programs and successful completion of the Risk Group's strategic plan initiatives.

                      Mr. Mizumoto serves as the Company's Vice Chairman and Chief Lending Officer. The Compensation Committee discussed Mr. Mizumoto's strong performance resulting in commercial loan portfolio growth of 6.1% year over year through targeted opportunities and continued strength in relationship management. In addition, the Compensation Committee noted Mr. Mizumoto's leadership achievements including execution of its succession planning objectives.

                      Mr. YeamanRetail Banking Group, resigned from histheir positions with First Hawaiian effective August 12, 2019, and, accordingly, waswere not eligibleconsidered for a bonusbonuses for 2019.


        Table of Contents

                      After incorporating results of the Company financial performance and individual performance, the following payouts were approved for 2019 performance:

        2021.
        52
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        ​  

        Named Executive Officer

        2019
        Annual Bonus


        Robert S. Harrison

        $1,034,170

        Ravi Mallela

        $372,475

        Alan H. Arizumi

        $376,986

        Lance A. Mizumoto

        $301,826

        Ralph M. Mesick

        $234,521

        Eric K. Yeaman


        EXECUTIVE COMPENSATION

        Long-Term Incentive Plan

        Long-Term Equity Awards

        Our Board amendedNEOs and restated the First Hawaiian Bank Long-Term Incentive Plan effective August 9, 2016, which was assumed by First Hawaiian and retitledcertain other employees receive grants of long-term, equity incentive compensation. These awards include equity-based awards under the First Hawaiian, Inc. Long-TermLong 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 2019,2021, the Compensation Committee decided to grant LTIP awards in the form of performance sharesshare 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 shares, rather than 100%stock units in 2021 in lieu of the formperformance share awards and restricted share awards utilized in 2020. For 2021, 60% of equity awards consisted of performance share units which had been the formand 40% consisted of LTIP award utilized since First Hawaiian assumed the LTIP.

        restricted stock units, compared to 50% performance share awards and 50% restricted share awards in 2020.

        Performance Share Units
        The performance share awardunits awarded for the 2019-20212021-2023 LTIP cycle (the "2019-2021“2021-2023 LTIP Award"Awards”) providesprovide for cliff vesting following the end of a three-year performance period, and can be earned between 0-200% of target based on performance. Performance is measured solely on a relative basis using two core return metrics and a modifier as follows:


        70% of earnout based on Return 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

        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)

        ROATE(1) and ROATA(2) vs. Compensation Peer Group


        ​ ​ ​ ​ 

        ​  

        Performance


        % of Target Award(3)

        75th Percentile

        200%
        percentile or higher
        200%

        Median

        100%
        Median
        100%

        30th Percentile

        50%
        30th percentile
        50%

        < 30th Percentile

        0%
        <30th percentile
        0%

        (1)

        ROATE is defined as the ratio of core net income to average tangible stockholders' equity.stockholders’ equity for FHI and reported net income to average tangible stockholders’ equity for the peer group.
        (2)

        (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.assets for the peer group.
        (3)

        (3)
        Payouts for results within the stated performance levels are interpolated on a straight-line basis.

        Table of Contents


        TSR VS. KBW REGIONAL BANK INDEX(1)
        Performance

        Modifier​  (1)

        TSR vs. KBW Regional Bank Index


        ​ ​ ​ ​ 

        ​  

        Performance


        Modifier(1)

        75th Percentilepercentile or higher

        125%
        +25%

        Median

        100%
        Median0

        30th Percentilepercentile or lower

        75%
        -25%

        (1)

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

                      If

        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'sHawaiian’s absolute TSR over the 3-yearthree-year performance period is negative, the TSR modifier will not exceed 100%, which means that there can be no upward adjustment.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-termlong term performance, in a way that is well aligned with the interests of stockholders and provides balance between financial results and relative TSR.

        Restricted Stock Units
        Additionally, for 2019,2021 the Compensation Committee approved grants of restricted shares under the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (the "Omnibus Plan")stock units to all NEOs that vest in equal annual installments over a 3-yearthree-year period.

        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT53

        EXECUTIVE COMPENSATION
        2021 NEO Long-Term Equity Awards
        The following awards were granted in 20192021 to the NEOs:

        Named Executive OfficerNumber of Performance
        Share Units
        Number of Restricted
        Stock Units
        Total Grant Date Fair Value(1)
        ($)
        Robert S. Harrison40,92727,285$1,999,976
        Ravi Mallela15,24410,163669,982
        Alan H. Arizumi6,2564,172274,987
        Lance A. Mizumoto7,3944,930324,984
        Ralph M. Mesick11,3767,584499,975
        Mitchell E. Nishimoto4,3232,882189,996

         

         

        Named Executive Officer

          Number of
        Performance
        Shares



         Number of
        Restricted
        Shares



         

        Total Grant Date
        Fair Value ($)(1)


         

         

        Robert S. Harrison

           36,982   36,982   $1,999,987  

         

         

        Ravi Mallela

           12,389   12,389    669,997  

         

         

        Alan H. Arizumi

           4,161   4,160    225,000  

         

         

        Lance A. Mizumoto

           5,547   5,547    299,982  

         

         

        Ralph Mesick

           3,698   3,698    199,988  

         

         

        Eric K. Yeaman

           11,095   11,094    599,991  

        (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.

        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 calculation of the 163.1% earnout is presented in the table below:
        Performance Measure
        (% weight)
        Payout ScheduleActual
        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%

        54
        FIRST HAWAIIAN, INC.Employment Agreements and Offer Letters 2022 PROXY STATEMENT


        EXECUTIVE COMPENSATION
        As a result of this performance, the NEOs earned the following Performance Share Awards for the 2019 to 2021 performance cycle:
        Named Executive OfficerNumber of Performance
        Share Awards Earned
        Robert S. Harrison60,317
        Ravi Mallela
        (1)
        Alan H. Arizumi6,786
        Lance A. Mizumoto9,047
        Ralph M. Mesick6,031
        Mitchell E. Nishimoto
        3,467(2)
        (1)
        Mr. Mallela’s award was forfeited in connection with his resignation in January 2022.
        (2)
        Reflects pro rated vesting at target based on Mr. Nishimoto’s service through his retirement in 2021.
        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


        Table of Contents

        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 $950,000 for 2019); participation in the Bonus Plan with anand annual target bonus of 80% of his annual base salary (which has since been increased to 100% for 2019) with an earn-out range of 0% to 200% ofequity awards, including performance-and time-vesting equity, as may be established by the target (which has since been changed to an earn-out range of 0% to 150% of the target for 2019); and participation in the LTIP, with a target award equal to 50% of his annual base salary (which has since been increased to 210% for 2019) with an earn-out range of 0% to 200% of the target.

        Committee.

        Mr. Harrison'sHarrison’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, BankInc 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 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-solicitnon-solicitation provision that applies during the term of employment and for one year following any termination of employment.

        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 servesserved 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 was subject to repayment should Mr. Mallela 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'sMallela’s annual base salary for 2018 and an annual target bonus of 75% of Mr. Mallela's annual base salary beginning in 2019; 2021;

        participation in the LTIP, including an award of performance share units valued at $668,834 forwith awards to be determined by the 2018-2020 performance period; Compensation Committee;
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT55

        EXECUTIVE COMPENSATION

        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 bewere 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.

        Offer Letter with

        Effective January 7, 2022, 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 was an "at will" employee and served as President and Chief Operating Officer of First Hawaiian Bank. Mr. Yeaman was then 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. Mr. Yeaman resigned from all of his positions with First Hawaiian and the Bank effective August 12, 2019. Material terms of the offer letter include: an annual base salary of $725,000 (which was increased to $795,000 for 2019), subject to periodic review; 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 BNPP International


        Table of Contents

        Sustainability and Incentive Scheme (the "BNPP ISIS") 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.

        Payments to Mr. Yeaman in Connection with Termination of Employment

                      Effective August 12, 2019, Mr. YeamanMallela resigned from his positions with the Company and the Bank and ceased serving as a director on the board of directors of the Bank. UponIn connection with his resignation, Mr. Yeaman experiencedMallela did not receive any severance and forfeited his outstanding unvested equity awards. In addition, Mr. Mallela did not earn a qualifying terminationbonus for 2021.

        Mr. Nishimoto’s Retirement
        Effective July 1, 2021, Mr. Nishimoto retired from his positions with the Company and the Bank. Mr. 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 entitled to payments and benefits thereunder in an amount of  $1,512,370$1,159,968, which equal one times Mr. Nishimoto’s base salary and bonus, payable on the last day of the month following his resignation. In addition, Mr. Nishimoto’s 2021-2023 LTIP Award remained outstanding and eligible to be paidvest based on March 2, 2020, a subsidy towardachievement of performance; provided that the premium costs of continued coverage under First Hawaiian's health and medical plans for up to 24 months and reimbursement of reasonable expenses incurred for outplacement up to a maximum of $20,000. Mr. Yeaman also executed a supplemental participation agreement pursuant to which he agreed to be bound by non-competition and non-solicitation of employees and customers covenants for one year following termination of employment. If Mr. Yeaman complies with such restrictive covenants until August 12, 2020, heearned award will be entitled to an additional payment of $1,496,227 underpro rated based on his service from the Executive CIC Plan, which will be payable on September 30, 2020. Since Mr. Yeaman's resignation was not a qualifying termination for purposesbeginning of the LTIPperformance period through his retirement date. In addition, a pro rated portion of Mr. Nishimoto’s outstanding performance share awards, restricted stock unit awards and the Omnibus Plan, Mr. Yeaman forfeited all of his outstanding unvested equityrestricted stock awards vested upon his resignation.

        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”),
        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, Mallela (as of October 1, 2019), Arizumi, Mizumoto and MesickAll NEOs are eligible for such First Hawaiian matching contributions, and Mr. Yeaman was eligible for such matching contributions prior to his resignation.

        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'semployee’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


        Table of Contents

        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, Mallela, Arizumi, Mizumoto and MesickAll NEOs participate in the Future Plan, and Mr. Yeaman 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 "SERP"“SERP”). On March 11, 2019, the Board approved an amendment to the SERP to freeze the SERP effective July 1, 2019.

        Under the First Hawaiian, Inc. DCP, the Compensation Committee of our Board may designate employees
        56
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION
        for retirement contributions and participants may defer portions of their base salary or cash-based incentive award. Messrs. Harrison, Mallela, Arizumi, Mizumoto and MizumotoNishimoto participate in the First Hawaiian, Inc. DCP, but Mr.DCP. Messrs. Arizumi is the only NEO thatand Nishimoto received a retirement contribution under the First Hawaiian, Inc. DCP for 2019.2021. 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 2019,2021, Messrs. Harrison, Mallela, Mizumoto Mesick and YeamanMesick 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; provided that the contribution for Mr. Harrison was prorated to reflect that he was only eligible to receive executive retirement contributions under the First Hawaiian Bank DCP commencing as of July 1, 2019 (upon the freezing of the SERP).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.

        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 receiveshe will receive a benefit equal to a percentage of the highest consecutive 12 months of compensation earned during his 60 months of service prior to 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 companyCompany contributions to benefits received pursuant to other retirement plans, including, among others, the 401(k) Plan, the Future Plan, and
        50% of an executive'sexecutive’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


        Table of Contents

        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)
        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 either First Hawaiian Bank or Bank of the West,
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT57

        EXECUTIVE COMPENSATION
        (ii)
        a merger or consolidation of either First Hawaiian Bank or Bank of the West, 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 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

                      To

        We maintain robust stock ownership guidelines to ensure alignment ofthe interests of our executives and non-employee directors align with those of our stockholders, we adopted stock ownership guidelines. The guidelineswhich were revised for senior management in February 2019 and coveredagain 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


        Table of Contents

        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:

        PositionStock Ownership RequirementCompliance Period
        CEO[MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]
        6x base salary
        Five years from February 27, 2019 (or appointment if later)(1)(2)
        President (if other than the CEO)[MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]
        3x base salary
        Five years from appointment
        Other Named Executive Officers[MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]
        2x base salary
        Five years from February 27, 2019(1)
        Non-Employee Directors[MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]   [MISSING IMAGE: tm212424d3_icon-dotpn.jpg]
        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.
        (2)
        On February 24, 2021, the Board revised the stock ownership guidelines to increase the stock ownership requirement for the CEO from 5x Base Salaryto 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)

        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.

        58
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION
        Shares that count toward satisfaction of 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

                      Following BNPP's sale of their ownership position in First Hawaiian, we adopted

        We maintain a new clawback policy effective February 27, 2019, that covers all cash and equity incentive compensation. The policy provides for a three-year lookback and, subject to the Compensation Committee'sCommittee’s discretion, First Hawaiian may recover all or part of certain awardscash, equity-based or other incentive compensation that havehas 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 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 pledgethat 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, those persons are prohibited from engaging in short-term or speculative transactions in Company stock, including hedging or monetization 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 prior to December 2019, including in connection with an initial public offering,stockholders, we were eligible for transition relief from the application of Section 162(m) will applywith respect to certain compensation provided pursuant to a plan or agreement that
        existed during the period in which it waswe were not publicly held. Such transition relief is expectedceased 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.


        Table of Contents

        Notwithstanding the foregoing, we reserve the right to pay amounts thateven 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 enactedmotivate behavior that would result in December 2017, for taxable years beginning after December 31, 2017, there is no longer an exceptiona material adverse impact to the deductibility limitCompany. 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" unlesstheir potential to introduce problematic risk to the compensation qualifiesorganization. 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 applicable2021 with a focus on new plans or changes to certain arrangementsexisting plans. The consulting firm reached the same conclusions as in place2020. Following a review of
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT59

        EXECUTIVE COMPENSATION
        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 scopeJuly 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 officerPension 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.

        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'sCompany’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

        Assessing Risk in the Compensation Programs

                      The Compensation Committee has evaluated our compensation policies and practices in place in 2019 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.

                      The Company's management engaged a third-party consulting firm to review the Company's incentive plans for their potential to introduce problematic risk to the organization. The consulting firm undertook an in-depth review of incentive programs in 2018 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 2019 with a focus on new plans or changes to existing plans. The consulting firm reached the same conclusions as in 2018. Following a review of 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.


        Vanessa L. Washington

        60
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        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, 2017, 20182021, 2020 and 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
        2020965,833566,4771,999,9841,874,412244,7995,651,505
        20191,137,5001,034,1701,999,9871,655,489184,5226,011,668
        Ravi Mallela
        Former EVP and Chief Financial
        Officer(6)
        2021460,000669,98287,8411,217,823
        2020458,333205,137669,976100,1011,433,547
        2019450,000372,475669,99788,8591,581,331
        Alan H. Arizumi
        Vice Chairman, Wealth
        Management Group
        2021497,350439,657274,987113,4511,325,445
        2020496,125198,686274,994123,6261,093,431
        2019488,333376,986225,000122,0601,212,379
        Lance A. Mizumoto
        Vice Chairman and Chief Lending
        Officer, Commercial Banking Group
        2021433,500402,938324,984106,8771,268,299
        2020432,083164,726324,993113,3181,035,120
        2019424,172301,826299,98299,0091,124,989
        Ralph M. Mesick
        Vice Chairman and Chief Risk
        Officer, Risk Management Group(7)
        2021425,000370,175499,97581,7691,376,919
        2020425,000153,208499,99087,1711,165,369
        2019395,417234,521199,98880,010909,936
        Mitchell E. Nishimoto
        Former Vice Chairman and Head of
        Retail Banking Group(8)
        2021185,238189,9961,207,3151,582,549

         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

           2019   $1,137,500   $1,034,170   $1,999,987   $   $1,655,489   $184,522   $6,011,668(10) 
        ​  ​ 

         Chairman, President and

           2018    1,125,000    2,089,850    543,965    105,325    53,307    127,184    4,044,631  
        ​  ​ 

         Chief Executive Officer

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

        ​  Ravi Mallela(1)

           2019    450,000    372,475    669,997            88,859    1,581,331  
        ​  ​ 

         EVP and Chief Financial  Officer

           2018    142,497    491,955(4)   1,630,861            47,199    2,312,512  
        ​  ​ 

         Alan H. Arizumi

           

        2019

            
        488,333
            
        376,986
            
        225,000
            
            
            
        122,060
            
        1,212,379
          
        ​  ​ 

         Vice Chairman, Wealth

           2018    480,000    316,118    206,494    23,938        120,548    1,147,098  
        ​  ​ 

         Management Group

           2017    415,156    312,000    179,869    343,054        99,575    1,349,654  
        ​  ​ 

         Lance A. Mizumoto(1)

           

        2019

            
        424,172
            
        301,826
            
        299,982
            
            
            
        99,009
            
        1,124,989
          
        ​  ​ 

         Vice Chairman and Chief

           2018    420,030    191,508    160,602            97,084    869,224  

         Lending Officer,  Commercial Banking  Group

                                                         
        ​  ​ 

         Ralph M. Mesick(1)

           

        2019

            
        395,417
            
        234,521
            
        199,988
            
            
            
        80,010
            
        909,936
          

         Vice Chairman and Chief  Risk Officer, Risk  Management Group

           

          

            
          
            
          
            
          
            
          
            
          
            
          
            
          
          
        ​  ​ 

         Eric K. Yeaman(1)

           

        2019

            
        503,425
            
            
        599,991
            
            
            
        1,694,010
            
        2,797,426
          
        ​  ​ 

         Former President and

           2018    780,727    715,402    562,502    47,875        164,116    2,270,622  
        ​  ​ 

         Chief Operating Officer

           2017    759,196    1,034,369(5)   544,372    1,051,612        163,586    3,553,135  
        ​  

        (1)
        (1)
        Messrs. Mallela and Mizumoto were not NEOs in 2017. Mr. Mesick was not a NEO in 2017 or 2018. Mr. Yeaman resigned his positions with the Company and FHB effective August 12, 2019. Mr. Mallela was appointed Executive Vice President, Chief Financial Officer and Treasurer of the Company and the Bank effective September 7, 2018.

        (2)
        The amounts in this column for Mr. Harrison represent his salary and, for 2019, his annual role-based allowance of $190,000.$190,000.
        (2)

        (3)
        The amounts in this column represent annual incentive cash awards earned under the Bonus Plan.
        (3)

        (4)
        In addition to the cash award earned by Mr. Mallela under the Bonus Plan, the amount for 2018 includes a one-time sign-on cash award
        The amounts in the amount of $150,000. See "Compensation Discussion and Analysis—Employment Agreements and Offer LettersOffer Letter with Mr. Mallela" above.

        (5)
        Includes $348,852this column for fiscal year 2017, representing2021 represent the portiongrant date fair value, as determined in accordance with FASB ASC Topic 718, of his transition award under his offer letter that was payableperformance share units granted pursuant to the LTIP for the 2021-2023 cycle and restricted stock units granted pursuant to the Omnibus Plan during fiscal year 2021. The amounts in 2017. See "Compensation Discussionthis column for fiscal year 2020 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of performance share awards granted pursuant to the LTIP for the 2020-2022 cycle (the “2020-2022 LTIP Awards”) and Analysis—Employment Agreements and Offer LettersOffer Letter with Mr. Yeaman" above.

        (6)
        restricted share awards granted pursuant to the Omnibus Plan during fiscal year 2020. The amounts in this column for fiscal year 2019 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of performance share awards granted pursuant to the LTIP for the 2019-2021 cycle (the “2019-2021 LTIP AwardsAwards”) and restricted share awards granted pursuant to the Omnibus Plan. The amounts in this column forPlan during fiscal year 2018 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 2018-2020 cycle (the "2018-2020 LTIP Awards"). The amounts in this column for fiscal year 2017 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 cycle (the "2017-2019 LTIP Awards").2019. For further information regarding grant date fair value calculations, see Note 2120 to the Consolidated Financial Statements included in First Hawaiian'sHawaiian’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2021. The 2019-2021 LTIP AwardsAward amounts for each year reported are based on assumed performance achievement at 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 award amounts that may be 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 for the 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, Mallela, Arizumi, Mizumoto and Mesick, respectively. The amounts for the 2019-2021 LTIP 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, $225,000,$225,027, $299,982 $199,988 and $599,991$199,988 for each of Messrs. Harrison, Mallela, Arizumi, Mizumoto and Mesick, and Yeaman, respectively. Each of the 2018-2020 LTIP Awards and the 2017-2019 LTIP Awards are based on assumed performance achievement of 100%, which, in all cases, are the highest levels of performance share unit award amounts that may be earned. Mr. Yeaman forfeited all outstanding unvested equity awards in connection with the termination of his employment.

        (7)
        The amounts in this column for fiscal year 2018 represent cash-based awards granted under the BNPP Contingent Sustainable and International Scheme (the "BNPP CSIS") for Messrs. Harrison, Arizumi and Yeaman with a performance period from 2016-2018. These amounts were incorrectly reported
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT61

        EXECUTIVE COMPENSATION

          based on target amounts last year and the corrected amounts, shown above as "Non-Equity Incentive Plan Compensation" for 2018, based on the amounts earned, compared to the amounts reported last year with respect to these awards are as follows: for Mr. Harrison, $105,325 replaces $137,500, for Mr. Arizumi $23,938 replaces $31,250 and for Mr. Yeaman $47,875 replaces $62,500. 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 LTIP Awards") and, for Messrs. Harrison and Arizumi, cash-based awards granted under the BNPP Group Sustainability and Incentive Scheme (the "BNPP GSIS") in 2015 with a performance period from 2015-2017.

        (8)
        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'sNEO’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 AnalysisAnalysis—Other Benefits and Retirement Plans" for more information.
        (5)

        (9)
        The items comprising "All“All Other Compensation"Compensation” for 20192021 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 Mallela12,31967,0568,46687,841
        Alan H. Arizumi26,44973,95313,049113,451
        Lance A. Mizumoto26,29766,61713,963106,877
        Ralph M. Mesick12,45357,11612,20081,769
        Mitchell E. Nishimoto
        9,09634,1364,1151,159,9681,207,315

         Name

          


        Perquisites and
        Other Personal
        Benefits(a)



         

        Tax
        Reimbursements(b)


         



        Contributions
        to Defined
        Contribution
        Plans(c)




         

        Insurance
        Premiums(d)


         
        Other

         
        Total

         Robert S. Harrison

           $39,950   $76,837   $56,625   $11,110   $   $184,522  

         Ravi Mallela

            12,623    5,791    63,272    7,173        88,859  

         Alan H. Arizumi

            26,483    2,254    81,334    11,989        122,060  

         Lance A. Mizumoto

            23,772    2.426    61,093    11,718        99,009  

         Ralph M. Mesick

            13,689    2.022    55,364    8,936        80,010  

         Eric K. Yeaman

            16,389    1,041    111,112    1,946    1,512,370(e)   1,642,858  

        (a)
        (a)
        "Perquisites and Other Personal Benefits"Benefits” include: for Mr. Harrison, companyCompany provided parking, automobile allowance and related expenses, club dues and fees, meals and spousal travel expenses;meals; for Mr. Mallela, companyCompany provided parking, automobile allowance and related expenses, meals and executive physical fee;meals; for Messrs.Mr. Arizumi, and Yeaman, companyCompany provided parking, automobile allowance and related expenses, club dues and fees, and meals; for Mr. Mizumoto, companyCompany provided parking, automobile allowance and related expenses, club dues and fees, meals and executive physical fee; and for Mr. Mesick, companyCompany provided parking, automobile allowance and related expenses and meals.

        (b)
        Reflects the reimbursement of taxes in 2019 payable bymeals; and for Mr. Harrison in respect of his 2019 SERP accrual ($74,815)Nishimoto, Company provided parking, automobile allowance and group variable universal life insurance policy ($2,022); by Mr. Mallela in respect of his group variable universal life insurance policy ($869)related expenses, club dues and relocation benefits ($4,922); by Mr. Arizumi in respect of his group variable life insurance policy ($2,254); by Mr. Mizumoto in respect of his group variable universal life insurance policy ($2,426); by Mr. Mesick in respect of his group variable universal life insurance policy ($2,022);fees and by Mr. Yeaman in respect of his group variable universal life insurance policy ($1,041). Tax reimbursements on SERP accruals and company paid premiums on life insurance were discontinued as of July 1, 2019 and eliminated from our compensation program.meals.
        (b)

        (c)
        Reflects Company contributions for Mr. Harrison under the 401(k) Plan ($14,000)14,500), the Future Plan ($7,000)7,250) and the First Hawaiian Bank DCP ($35,625)115,161); for Mr. Mallela under the 401(k) Plan ($1,063)9,921), the Future Plan ($2,813)7,250) and the First Hawaiian Bank DCP ($59,397)49,885); for Mr. Arizumi under the 401(k) Plan ($14,000)14,500), the Future Plan ($7,000)7,250) and the First Hawaiian, Inc. DCP ($60,334)52,203); for Mr. Mizumoto under the 401(k) Plan ($7,917)14,500), the Future Plan ($7,000)7,250) and the First Hawaiian Bank DCP ($46,176)44,867); and for Mr. Mesick under the 401(k) Plan ($6,333)6,500), the Future Plan ($7,000)7,250) and the First Hawaiian Bank DCP ($42,031)43,366); and for Mr. YeamanNishimoto under the 401(k) Plan ($14,000)8,799), the Future Plan ($7,000)6,025) and the First Hawaiian Bank DCP ($90,112)19,312), as discussed under "Compensation Discussion and AnalysisAnalysis—Other Benefits and Retirement Plans" above.
        (c)

        (d)
        Reflects insurance premiums paid for the benefit of the NEOs, including: for Messrs. Harrison, Mallela, Arizumi, Mizumoto, Mesick and YeamanNishimoto in a group variable universal life insurance policy, an individual disability insurance policy and a group life insurance plan.
        (d)

        (e)
        Represents payments to Mr. Yeaman
        Reflects a severance payment in the amount of  $1,512,370, a subsidy for the cost of premiums for continued coverage under First Hawaiian's health and medical plans$1,159,968.
        (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 the amount of $31,152 and reimbursement of reasonable outplacement expenses in the amount of $20,000 under the Executive CIC Plan in connection with his resignation, excluding amounts that will be payable to Mr. Yeaman in consideration for compliance with restrictive covenants as set forth in the Executive CIC Plan for one year following termination of employment. For additional information, see "Compensation Discussion and AnalysisEmployment Agreements and Offer LettersPayments to Mr. Yeaman in Connection with Termination of Employment" above.
        (10)
        Excluding the impact of the $1.7 million change in pension value for the SERP, Mr. Harrison's total compensation for Summary Compensation Table purposes would have increased by 7.7% from $4.0 million in 2018 to $4.4 million for 2019.

            Long-Term Incentive Plan Awards

                      The 2019-2021 LTIP Awards were granted in performance shares in2020 or 2019 and are reported in the Summary Compensation Table as compensation for the 2019 fiscal year. The 2018-2020 LTIP Awards and the 2017-2019 LTIP Awards were granted in performance share units in 2018 and 2017,

        retired effective July 1, 2021.
        62
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION

        Table of Contents

        respectively, and are reported in the Summary Compensation Table as compensation for the 2018 fiscal year and the 2017 fiscal year, respectively.

            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. BNPP granted cash-based awards under the BNPP CSIS in 2016 with a performance period from 2016-2018 to certain executives, including Messrs. Harrison, Arizumi and Yeaman (and under the BNPP GSIS to Mr. Mesick). The performance measures for these awards are based on BNPP's operating performance, corporate social responsibility performance and positive pre-tax income.

                      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, 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 preceding the applicable vesting date. Performance share units are subject to transfer restrictions that will lapse six months following the applicable vesting date. As of August 9, 2019, all of the performance share units had vested.


        Table of Contents

        2019

        2021 Grants of Plan-Based Awards

        The following table sets forth plan-based awards granted in 2019.

        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)
        NameGrant DateThreshold
        (#)
        Target
        (#)
        Maximum
        (#)
        Robert S. Harrison2/24/2120,46440,92781,854$1,199,980
        2/24/2127,285799,996
        Ravi Mallela2/12/217,62215,24430,488401,984
        2/12/2110,163267,998
        Alan H. Arizumi2/12/213,1286,25612,512164,971
        2/12/214,172110,016
        Lance A. Mizumoto2/12/213,6977,39414,788194,980
        2/12/214,930130,004
        Ralph M. Mesick2/12/215,68811,37622,752299,985
        2/12/217,584199,990
        Mitchell E. Nishimoto
        2/12/212,1624,3238,646113,998
        2/12/212,88275,998

        ​  

         

              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(2)

        Stock

        ​  

        Name

        Grant Date

        (#)

        (#)

        (#)

        (#)

        Awards(3)

         

        Robert S. Harrison

         4/24/2019 18,491 36,982 73,964  $999,994 

         

          4/24/2019    36,982 999,993 

         

        Ravi Mallela

         4/24/2019 6,194 12,389 24,778  334,999 

         

          4/24/2019    12,389 334,998 

         

        Alan H. Arizumi

         4/24/2019 2,080 4,161 8,322  112,514 

         

          4/24/2019    4,160 112,486 

         

        Lance A. Mizumoto

         4/24/2019 2,773 5,547 11,094  149,991 

         

          4/24/2019    5,547 149,991 

         

        Ralph M. Mesick

         4/24/2019 1,849 3,698 7,396  99,994 

         

          4/24/2019    3,698 99,994 

         

        Eric K. Yeaman

         4/24/2019 5,547 11,095 22,190  300,009 

         

          4/24/2019    11,094 299,982 

        (1)
        (1)
        Represents the 2019-20212021-2023 LTIP Awards under the LTIP, which cliff vest within 9060 days following December 31, 2023, the end of the three-year performance period.period, subject to continued employment through the vesting date.
        (2)

        (2)
        Represents restricted share awardsstock units granted under the Omnibus Plan that vest in three equal annual installments on each of AprilFebruary 12, 2022, February 12, 2023 and February 12, 2024 (February 24, 2020, April2022, February 24, 20212023 and AprilFebruary 24, 2022,2024 for Mr. Harrison), subject to continued employment through the applicable vesting date.
        (3)

        (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 STATEMENT63

        EXECUTIVE COMPENSATION

        Table of Contents

        Outstanding Equity Awards at 20192021 Fiscal Year End

        As of December 31, 2019,2021, our NEOs held outstanding equity-based awards of First Hawaiian common stock as listed in the table below.

        Stock Awards
        NameNumber 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 ($)(6)





         






        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

               $    43,362(1)  $1,260,514  

         

                    25,413(2)   733,165  

         

                    36,982(3)   1,066,931  

         

            36,982(4)   1,066,931          

         Ravi Mallela

            22,864(5)   659,626          

         

                    29,871(2)   861,778  

         

                    12,389(3)   357,423  

         

            12,389(4)   357,423          

         Alan H. Arizumi

                    6,304(1)   181,870  

         

                    9,647(2)   278,316  

         

                    4,161(3)   120,045  

         

            4,160(4)   120,016          

         Lance A. Mizumoto

                    3,633(1)   104,812  

         

                    7,503(2)   216,462  

         

                    5,547(3)   160,031  

         

            5,547(4)   160,031          

         Ralph M. Mesick

                    2,868(1)   82,742  

         

                    4,637(2)   133,777  

         

                    3,698(3)   106,687  

         

            3,698(4)   106,687          

         Eric K. Yeaman

                          

        (1)
        (1)
        Represents the 2017-2019 LTIP Awards at 100% performance, which cliff vest within 90 days following the end of the three-year performance period.

        (2)
        Represents the 2018-2020 LTIP Awards at 100% performance, which cliff vest within 90 days following the end of the three-year performance period.

        (3)
        Represents the 2019-2021 LTIP Awards at 100% performance, which cliff vest within 90 days following the end of the three-year performance period.

        (4)
        Represents restricted share awards that vest in three equal annual installments on each of April 24 2020, April 24, 2021 and April 24, 2022, subject to continued employment through the applicable vesting date.

        (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, 2020 and September 7, 2021.

        (6)
        Based on the closing sale price of First Hawaiian common stock on NASDAQ of  $28.85$27.33 per share on December 31, 2019.
        2021.
        (2)

        Represents restricted share awards that vest on April 24, 2022, subject to continued employment through the applicable vesting date.
        64
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION
        (4)


        Represents restricted share awards that vest on February 26, 2022 and February 26, 2023, subject to continued employment through the applicable vesting dates.
        2019(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 2019, which, for each applicable NEO, were2021.
        Stock Award
        Name
        Number of Shares
        Acquired on
        Vesting (#)(1)
        Value
        Realized on
        Vesting ($)(4)
        Robert S. Harrison46,704$1,222,042
        Ravi Mallela(2)45,1781,163,979
        Alan H. Arizumi11,326287,783
        Lance A. Mizumoto10,293264,640
        Ralph M. Mesick8,371219,538
        Mitchell E. Nishimoto(3)16,289439,379
        (1)
        Amounts include (i) performance share unit awards granted pursuant to the LTIP for the 2016-20182018-2020 performance cycle (the "2016-2018“2018-2020 LTIP Awards"Awards”) that vested at 98.42%84.75% performance on February 27,4, 2021, (ii) the portion of restricted share awards awarded on April 24, 2019 performance share units granted in connection with our IPO that vested on August 9, 2019April 24, 2021 and solely with respect to Mr. Mallela, restricted share units granted in connection with the commencement of his employment.

        ​  

         

         

          
        Stock Awards

        ​  ​ ​ ​ ​ ​ ​ 

        ​  

         

        Name


         


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



         


        Value
        Realized on
        Vesting ($)(3)



         

         

        Robert S. Harrison

            31,132   $823,200  

         

         

        Ravi Mallela

            11,431(2)   293,091  

         

         

        Alan H. Arizumi

            8,515    223,986  

         

         

        Lance A. Mizumoto

                  

         

         

        Ralph M. Mesick

            5,768    151,097  

         

         

        Eric K. Yeaman

            27,875    740,427  

        (1)
        For Messrs. Harrison, Arizumi, Mesick and Yeaman, amounts include(iii) the portion of performancerestricted share units granted in connection with our IPO that vestedawards awarded on August 9, 2019 and 2016-2018 LTIP AwardsFebruary 26, 2020 that vested on February 27, 2019.26, 2021.
        (2)

        (2)
        Represents
        Includes a portion of time-based restricted share units granted in connection with the commencement of Mr. Mallela'sMallela’s employment that vested on September 7, 2019.2021.
        (3)
        Amounts include a portion of awards that were subject to accelerated vesting due to Mr. Nishimoto’s retirement.
        (4)
        (3)
        Based, in each case, on the closing sale price of First Hawaiian common stock on NASDAQ on the applicable date of vesting.vesting date.

        2019

        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 2019,2021, 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."

        NamePlan NameNumber of Years
        Credited
        Service (#)
        Present Value
        of Accumulated
        Benefit ($)(1)
        Payments During
        Last Fiscal
        Year ($)
        Robert S. HarrisonSERP27$16,512,436$
        (1)

         

         

        Name

          Plan Name

         Number of Years
        Credited
        Service (#)



         


        Present Value
        of Accumulated
        Benefit ($)(1)



         


        Payments During
        Last Fiscal
        Year ($)



         

         

        Robert S. Harrison

           SERP   27   $12,616,747   $  

        (1)
        As of December 31, 2019.
        2021.

        2019

        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT65

        EXECUTIVE COMPENSATION
        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 2019,2021, Messrs. Harrison, Mallela, Arizumi, Mizumoto and MizumotoNishimoto participated in the First Hawaiian, Inc. DCP, but Mr.DCP. Messrs. Arizumi was the only NEO to receiveand Nishimoto received a retirement contribution under the First Hawaiian, Inc.


        Table of Contents

        DCP, and Messrs. Harrison, Mallela, Mizumoto Mesick and YeamanMesick 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."

        NameExecutive
        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 Mallela60,85749,88516,557342,549
        Alan H. Arizumi50,97679,9112,742,887
        Lance A. Mizumoto119,64543,81371,993594,931
        Ralph M. Mesick42,34740,471301,024
        Mitchell E. Nishimoto16,48718,85811,044385,633
        (1)

         

         

        Name

          



        Executive
        Contributions
        in Fiscal Year
        2019(1)




         



        Registrant
        Contributions
        in Fiscal Year
        2019(1)




         



          Aggregate
        Earnings in
        Fiscal Year
        2019(1)




        ��


        Aggregate
        Withdrawals/
        Distributions



         



          Aggregate
        Balance at End
        of Fiscal Year
        2019(2)




         

         

        Robert S. Harrison

           $   $35,625   $59,448   $   $1,539,406  

         

         

        Ravi Mallela

                59,397    4,984        83,354  

         

         

        Alan H. Arizumi

                58,916    91,999        2,471,566  

         

         

        Lance A. Mizumoto

            42,438    45,091    20,535        164,546  

         

         

        Ralph M. Mesick

                41,044    18,508        144,684  

         

         

        Eric K. Yeaman

                89,953    8,737        481,231  

        (1)
        Amounts reported as contributions for the registrant are reported as "All“All Other Compensation"Compensation” in the Summary Compensation Table for 2019.2021.
        (2)

        (2)
        Amounts reported here were not previously reported in the Summary Compensation Table.

        Potential Payments upon Termination or Change in Control

        Executive Change-in-Control RetentionSeverance 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 PlanPlan”) 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, BankInc. become eligible to participate in the planSeverance Plan upon designation by the Compensation Committee of the First Hawaiian, BankInc. 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'sNishimoto 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 CICSeverance 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, 2019 and not necessarily applicable to other participants in the Executive CIC Plan.

        2021.

        Under the Executive CICSeverance Plan, if within two years after a "change“change in control" (x)control” ​(x) an executive'sexecutive’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 oncash severance of an amount equal to two times the last dayexecutive’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 followingexecutive’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
        66
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        EXECUTIVE COMPENSATION
        reason,” subject to the effectiveness of a release of claims, such terminationexecutive will be entitled to (i) cash severance of employmentan amount equal to (A) one times (one-half times for Mr. Mallela) the executive'sexecutive’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 Mr. Mallela) the largestaverage of (1) the executive’s actual annual bonus earnedpayment amounts under the Bonus Plan during the fiscal year in which termination occurs, (2) the executive's target annualapplicable 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 anyplan for each of the threepreceding 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 Mr. Mallela) 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 noncompetition 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

        years.

        Table of Contents

        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 Mr. Mallela) the highest annual base salary earned at any time during the last three completed fiscal years; and (ii) one times (one-half times for Mr. Mallela) 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 Mr. Mallela) the executive's highest annual base salary at any time during the preceding three fiscal years; and (B) two times (one times for Mr. Mallela) 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 CICSeverance Plan, "cause"“cause” generally means the executive'sexecutive’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'sInc.’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'sInc.’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, 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'sexecutive’s base of employment immediately prioremployment.
        “Change in control” generally means the occurrence of any of the following events:
        i.
        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 changebeginning 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 transactionwhich 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 ownsan 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 lessmore 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 noHawaiian’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 combinedtotal 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
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT67

        EXECUTIVE COMPENSATION
        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 theFirst Hawaiian’s assets (other than to an affiliate of First Hawaiian BankHawaiian); and
        v.
        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 purposesoccur 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 underCompany Voting Securities as a result of the Executive CIC Plan unlessacquisition of Company Voting Securities by First Hawaiian, Inc. which reduces the number of Company Voting Securities outstanding; provided
        that if after such participant experiencesacquisition 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 within two years after the change in control. Mr. Yeaman experienced such a qualifying terminationcontrol will then occur.
        Participants in connection with his resignation effective August 12, 2019. For additional information, see "Compensation Discussionthe Severance Plan are subject to restrictive covenants, including (i) noncompetition and AnalysisEmployment Agreements and Offer LettersPayments to Mr. Yeaman in Connection with Termination of Employment" above.


        Table of Contents

                      The Executive CIC Plan also contains (i)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 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 and outstanding restricted share units granted to Mr. Mallela pursuant to his offer letter 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 proratedpro rated portion of such performance shares or performance share units will vest.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 will immediately vest in full. For outstandingand restricted share units, in the event of death, such restricted sharestock units will immediately vest in full, and,except that in the event of disability,retirement, such restricted share unitsawards made in 2020 and thereafter will remain outstanding and vest in accordance with their regularly scheduledon a pro rated basis based on the portion of the vesting dates, subject to compliance with any restrictive covenants in any employment or other agreement with First Hawaiian through the applicable vesting date.

            period served.

        68
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        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, 20192021 and the value of our common stock of  $28.85$27.33, the closing price of our common stock on December 31, 2019,2021, the last trading day in 2019. Mr. Yeaman resigned effective August 12, 2019 and is not included in the table below because he was not employed by us on December 31, 2019. For additional information regarding payments to Mr. Yeaman in connection with his resignation, see "Compensation Discussion and Analysis—Employment Agreements and Offer LettersPayments to Mr. Yeaman in Connection with Termination of Employment" above.2021. For information regarding benefits


        Table of Contents

        that would be payable with respect to the SERP, First Hawaiian, Inc. DCP and First Hawaiian Bank DCP, see the "20192021 Pension Benefits" and "20192021 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
        1,769,3241,769,324
        Retirement3,559,6513,559,651
        Death or Disability4,507,6194,507,619
        Ravi Mallela(5)
        Termination in Connection with a
        Change in Control(1)
        1,497,61224,125
        1,841,277(4)
        20,0003,383,014
        Termination without Case or for Good Reason748,806748,806
        Retirement1,214,2451,214,245
        Death or Disability1,551,9891,551,989
        Alan H. Arizumi
        Termination in Connection with a
        Change in Control(1)
        1,570,37215,905
        941,191(4)
        20,0002,547,468
        Termination without Cause or for
        Good Reason
        785,186785,186
        Retirement448,759448,759
        Death or Disability587,404587,404
        Lance A. Mizumoto
        Termination in Connection with a
        Change in Control(1)
        1,333,55135,143
        1,140,426(4)
        20,0002,529,120
        Termination without Cause or for
        Good Reason
        666,776666,776
        Retirement564,146564,146
        Death or Disability727,989727,989
        Ralph M. Mesick
        Termination in Connection with a
        Change in Control(1)
        1,237,72929,231
        1,538,925(4)
        20,0002,825,885
        Termination without Cause or for
        Good Reason
        618,865618,865
        Retirement660,156660,156
        Death or Disability912,193912,193
        Mitchell E. Nishimoto(5)
        Retirement1,159,968439,3791,599,347
        (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)

           $4,554,700   $4,005   $5,184,951(4)  $20,000   $9,763,656  

         

         

        Termination without Cause or for Good Reason

            4,554,700                4,554,700  

         

         

        Retirement

                    3,162,345        3,162,345  

         

         

        Death or Disability

                    3,162,345        3,162,345  

         

         

        Ravi Mallela

                                   

         

         

        Termination in Connection with a Change in Control(1)

            822,475    4,005    2,593,673(4)   20,000    3,440,153  

         

         

        Termination without Case or for Good Reason

            822,475                822,475  

         

         

        Retirement

                    1,051,082        1,051,082  

         

         

        Death or Disability

                    1,710,709(5)       1,710,709  

         

         

        Alan H. Arizumi

                                   

         

         

        Termination in Connection with a Change in Control(1)

            1,730,638    1,327    820,292(4)   20,000    2,572,257  

         

         

        Termination without Cause or for Good Reason

            1,730,638                1,730,638  

         

         

        Retirement

                    527,445        527,445  

         

         

        Death or Disability

                    527,445        527,445  

         

         

        Lance A. Mizumoto

                                   

         

         

        Termination in Connection with a Change in Control(1)

            1,451,996    2,917    801,366(4)   20,000    2,276,279  

         

         

        Termination without Cause or for Good Reason

            1,451,996                1,451,996  

         

         

        Retirement

                    462,494        462,494  

         

         

        Death or Disability

                    462,494        462,494  

         

         

        Ralph M. Mesick

                                   

         

         

        Termination in Connection with a Change in Control(1)

            1,259,876    2,426    536,581(4)   20,000    1,818,833  

         

         

        Termination without Cause or for Good Reason

            1,259,876                1,259,876  

         

         

        Retirement

                    314,177        314,177  

         

         

        Death or Disability

                    314,177        314,177  
        ��

        (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
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT69

        EXECUTIVE COMPENSATION
        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)

        (2)
        For purposes of calculating the severance amount in accordance with the terms of the Executive CICSeverance Plan, includes the largest annual base salary during the preceding three fiscal years and the largestaverage of the actual paid bonus actually paidamounts under the Bonus Plan duringfor each of the preceding threetwo fiscal years. For Mr. Harrison, the bonus actually paid in 2019 used in the calculations does not include the $950,000 supplemental bonus granted to Mr. Harrison in recognition of his exceptional performance with respect to the transition to separation from BNPP.
        (3)

        (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, and solely in the case of Mr. Mallela, accelerated vesting of otherwise unvested restricted share unitsPlan.
        (4)

        Table of Contents

          granted pursuant to his offer letter. See "Compensation Discussion and Analysis—Employment Agreements and Offer LettersOffer Letter with Mr. Mallela" above.

        (4)
        The amounts included assume maximum performance for all unearned performance share units or performance shares.

        (5)
        Amount includes restricted share units that,shares, which, upon a termination of employment duewithout 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 disability,all open performance periods but will remain outstanding and vest on each regularly scheduled vesting date,continue to be subject to compliancetime-based vesting in accordance with any restrictive covenantsthe 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 any employment or other agreementcontrol 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 throughon January 7, 2022 and July 1, 2021, respectively. Accordingly, the applicable vesting date.amounts reported for Mr. Nishimoto reflect the amounts actually received in connection with 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 Chief Executive Officer, Robert S. Harrison, to the annual total compensation of the median employee. For 2019, Mr. Harrison's annual total compensation was $6,011,668 and the median employee's annual total compensation was $54,729. Based upon this information, the ratio of the annual total compensation of Mr. Harrison to the median employee was 110 to 1.

        2021 Annual Total
        Compensation
        ($)
        Mr. Harrison, our Chief Executive
        Officer
        $4,427,813
        Our median employee$58,193
        Pay ratio estimate76:1
        In identifying our median employee, we examined our active employee population (including full-time, part-time and peak employees), excluding our Chief Executive Officer, as of December 31, 2019,2021, 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 W2. We did not make any 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.


        Table of Contents


        DIRECTOR COMPENSATION

        2019 First Hawaiian Director Compensation Table

                      The following table lists the individuals who received compensation in 2019 for their service as nonemployee directors of First Hawaiian.

        ​  

         

        Name(1)


         


          Fees Earned
          or Paid in
          Cash ($)(2)



         

        Stock
        Awards(3)


         

        All Other
        Compensation ($)(4)


         
        Total ($)

         

         

        Matthew J. Cox

           $77,500   $69,986   $32,277   $179,763  

         

         

        W. Allen Doane

            92,000    69,986    42,277    204,263  

         

         

        Gérard Gil

            11,333        9,667    21,000  

         

         

        Faye W. Kurren

            74,000    69,986    34,277    178,263  

         

         

        Allen B. Uyeda

            130,000    69,986    50,277    250,263  

         

         

        Michel Vial

                          

         

         

        Jenai S. Wall

            72,500    69,986    32,277    174,763  

         

         

        C. Scott Wo

            76,000    69,986    30,277    176,263  
        70
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        (1)
        Messrs. Gil
        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.
        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, 2021, and Vial resigned fromthe Audit Committee has appointed Deloitte & Touche LLP as auditors for the Company for the fiscal year ending December 31, 2022. The Board and the Audit Committee recommend that stockholders ratify the appointment of Deloitte & Touche LLP as independent auditors for the Company for the fiscal year ending December 31, 2022. 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 on February 12, 2019.

        (2)
        The amounts in this column represent annual cash retainers, committee chairbelieves 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 committee membership fees. Any director who isafforded an officeropportunity 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 Company, and any director who was nominated by BNPP did not receive any First Hawaiian director compensation, except that Mr. Gil began receiving fees from First Hawaiian following his retirement in 2017 from his positionappointment of Deloitte & Touche LLP as an officer of BNPP.

        (3)
        The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted pursuant toCompany’s independent registered public accounting firm for the First Hawaiian, Inc. 2016 Non-Employee Director Plan. Awards vest and settle onefiscal year after grant. Aggregate restricted stock unit awards outstanding as ofending December 31, 2019 are 2,653 for each2022 requires the affirmative
        vote of Messrs. Cox, Doane, Uyedaa majority of the shares of common stock represented at the Annual Meeting, in person or by proxy, and Wo and Mses. Kurren and Wall, respectively. Mr. Gil forfeited his unvested restricted stock unit awards granted in 2018 and was not eligibleentitled to receive a grantvote thereon. Abstentions will have the effect of restricted stock units in 2019 as a resultvoting against this proposal.
        [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
        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.
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT71

        AUDIT MATTERS
        AUDIT COMMITTEE REPORT
        The Audit Committee of his resignation from the Board, on February 12, 2019.

        (4)
        "All Other Compensation" reflects amounts paid to directors in respect of their service on the First Hawaiian Bank boardwhich consists entirely of directors including an annual retainerwho meet the independence requirements of applicable SEC regulations and the NASDAQ listing standards for service as a Bank director, a retainer for serving as aaudit committee chair and per meeting attendance fees (a total of $32,277, $42,277, $9,667, $34,277, $50,277, $0, $32,277 and $30,277 for Messrs. Cox, Doane and Gil, Ms. Kurren, Mr. Uyeda, Mr. Vial, Ms. Wall and Mr. Wo, respectively). For each of Messrs. Cox, Doane, Uyeda and Wo, and Mses. Kurren and Wall, "All Other Compensation" reflects a noncash gift provided to First Hawaiian Bank directors.

        Narrative Disclosure to 2019 First Hawaiian Director Compensation Table

                      Effective July 2019, we adopted a new director compensation program that providesmembers, has furnished the following compensation for nonemployee members of FHI's Board:

          An annual cash retainer of $65,000 (increased from $40,000);

          An annual equity award with a value of $70,000 (increased from $55,000);

          An additional annual cash retainer of $24,000 for the chairreport:
        Report of the Audit Committee $20,000
        The Company’s management is responsible for the chairsCompany’s internal controls and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the RiskCompany’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 the Compensation Committee, and

        Table of Contents

            $16,000 for the chairfinancial reporting process on behalf of the Corporate GovernanceBoard of Directors and Nominating Committee (increased from $12,000, $10,000, and $8,000 respectively);

          An additional annual membership fee of $15,000 (increased from $12,000) for each member ofin accordance with the Audit Committee $10,000 for each memberCharter.
        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 CompensationPublic Company Accounting Oversight Board and the Securities and Exchange Commission.
        In addition, the Audit Committee and/or Risk Committee,has received the written disclosures and $8,000 for each memberthe letter from the independent registered public accounting firm required by the applicable requirements of the Corporate GovernancePublic Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit
        Committee concerning independence and Nominating Committee;

        An additional feehas 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 $1,500 for attendance at any meeting of any other committee that may be constituted from time to time, including a committeetheir examination, their evaluation of the Bank's boardCompany’s internal controls, and the overall quality of directors; and

        An additional annual cash retainerthe Company’s financial reporting.
        In performing all of $30,000 (increased from $15,000) for serving as our lead independent director.

        Effective after July 24, 2019, except as described above, any FHI director who also servesthese functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the board of directorswork and assurances of the Bank no longer receives any director compensationCompany’s management, which has the primary responsibility for servicefinancial statements and reports, and of the independent registered public accounting firm who, in its report, expresses an opinion on the board of directorsconformity of the Bank.

                      WeCompany’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.”

        72
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        AUDIT MATTERS
        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, 2021
        for filing with the SEC. The Audit Committee also reimburse all directorshas approved, subject to stockholder ratification, the selection of the Company’s independent registered public accounting firm for reasonable out-of-pocket expenses incurredthe fiscal year ending December 31, 2022.
        Audit Committee Members
        W. Allen Doane (Chair)Faye W. KurrenC. Scott Wo
        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, 2021 and 2020 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.
        20212020
        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 connection with statutory and regulatory filings.
        (2)
        Consists of fees for professional services rendered for the performancecompletion of their dutiesagreed 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
        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
        Committee has sole authority, without action by the Board, for the review and approval of such services and fees. In 2021 and 2020, all such fees and services were preapproved by the Audit Committee in accordance with these procedures.
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT73

        BIOGRAPHIES OF EXECUTIVE OFFICERS
        A brief biography of each person who serves as directors.

                      Our Board adopted thean executive officer of First Hawaiian Inc. 2016 Non Employee Director Plan effective July 22, 2016. Equity awards granted to date under this plan have beenat March 11, 2022, other than Mr. Harrison, is set forth below. For information about Mr. Harrison, please see his biography in the form“Corporate Governance and Board Matters―Director Nominees” section on page 16 of restricted stock units that vestthis proxy statement.

        [MISSING IMAGE: ph_aarizumi-4c.jpg]
        Vice Chairman,
        Wealth Management
        Group
        Alan H. Arizumi
        Age 62
        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
        74
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        BIOGRAPHIES OF EXECUTIVE OFFICERS
        [MISSING IMAGE: ph_neillchar-4c.jpg]
        Executive Vice President, Retail Banking Group
        Neill A. Char
        Age 51
        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)
        [MISSING IMAGE: ph_chrisdods-4c.jpg]
        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
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT75

        BIOGRAPHIES OF EXECUTIVE OFFICERS
        [MISSING IMAGE: ph_rmesick-4c.jpg]
        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
        [MISSING IMAGE: ph_lmizumoto-4c.jpg]
        Vice Chairman and Chief
        Lending Officer
        Lance A. Mizumoto
        Age 63
        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
        76
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        STOCK OWNERSHIP
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
        The following table sets forth information, based on data provided to us or filed with the Securities and settle inExchange Commission (the “SEC”), with respect to beneficial ownership of shares of our common stock one year afteras 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 date,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 continued service (or upon an earlier change in control). Awards were granted in 2019 to reflect serviceapplicable community property laws. Except as a directorotherwise indicated, the address for each director's termstockholder 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. Arizumi60,179*
        Neill Char12,678*
        Christopher L. Dods40,625*
        Ralph M. Mesick61,901*
        Lance A. Mizumoto40,070*
        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 director commencingof February 25, 2022.
        (2)
        Based solely upon electioninformation 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
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT77

        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 2019 annual meeting2022 Annual Meeting. Mr. Cox and Ms. Wall will continue to serve as directors until the expiration of stockholders and expiringtheir terms at the Annual Meeting. For 2019, we granted 2,653
        (7)
        Amounts shown include 2,585 shares of our common stock underlying restricted stock unitsdeemed to be beneficially owned by each of Directors Cox, Doane, Kurren, Uyeda, Wall, Washington and Wo.

                      NotwithstandingWo, 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 above, any director who is an officerearlier 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 on the Board through the vesting date, and will settle in shares of 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 and executive officers as a 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 all directors and executive officers as a group, the 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 10,134 shares, respectively, underlying restricted stock awards that vested on February 24, 2022, which shares must be delivered to the award recipients within 30 days of the Companyvesting 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 positionMizumoto and for all directors and executive officers as a BNPP employee, received compensation from First Hawaiian for his servicegroup, 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 directorgroup, 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.
        78
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        STOCK OWNERSHIP
        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 nonemployeeCompany’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.

        Table of Contents


        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 TransactionTransactions 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. On February 1, 2019, BNPP (through BancWest) sold all of its remaining 18.4% interest in our common stock. In connection with BNPP's sell-down of our common stock, 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 in advance of our IPO (the "Reorganization Transactions"), 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. A summary description of these agreements is below.


        Table of Contents

        Agreements Related to Our IPO

        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. 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, BNPP ceased to control the Company for purposes of the Bank Holding Company Act of 1956, as amended. As a result, BNPP's governance, approval and consent rights, as well as certain information and access rights of the parties, under the Stockholder Agreement have terminated. 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, as well as certain indemnification rights with respect to breaches of the Stockholder Agreement.

        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, during 2019, we continued to receive a limited number of services from affiliates of BNPP relating to official bank check processing and model management. All such services terminated by the end of 2019, and the services provided under the Transitional Services Agreement terminated at various times specified in the agreement.

                      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.

                      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.

        Other

                      In connection with our IPO, we also entered into an Insurance Agreement, which governed the obligations of BNPP and BNP Paribas USA, Inc. 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). Certain limited obligations remain under this agreement, which is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2019.


        Table of Contents

        Agreements Related to the Reorganization Transactions

        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.

        Expense Reimbursement Agreement

                      Effective July 1, 2016, we entered into an Expense Reimbursement Agreement with BancWest whereby BancWest agreed to reimburse the Company for certain expenses incurred by the Company that are provided for the ultimate benefit of BNPP and its subsidiaries. First Hawaiian received reimbursement for expenses totaling $6.4 million from BancWest during the year ended December 31, 2019. First Hawaiian does not expect to receive any further reimbursement from BancWest under the Expense Reimbursement Agreement after December 31, 2019.

        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 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


        Table of Contents

        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 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 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,


        Table of Contents

        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.

                      The Master Reorganization Agreement, Tax Sharing Agreement and Agreement for Allocation and Settlement of Income Tax Liabilities are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2019.

        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."

        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 STATEMENT79

        FREQUENTLY ASKED QUESTIONS ABOUT
        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 stockTHE ANNUAL MEETING AND VOTING

        Why am I receiving these materials?
        We are providing these proxy materials to fileyou in connection with the SEC reports concerning their ownership of, and transactions in, such common stock. The reports are published on our website athttp://ir.fhb.com/corporate-governance/highlights.

                      Based on a review of these reports filedsolicitation, 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 2019, other than one Form 5 filing for Mr. Lance A. Mizumoto, Vice Chairman and Chief Lending Officer of First Hawaiian and First Hawaiian Bank, which was made after the applicable filing deadline and related to four acquisitions of common stock through a broker dividend reinvestment plan for, in the aggregate, less than 25 shares of common stock.


        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 U.S. ("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 the mattersincludes information required to be discussed bydisclosed to stockholders.

        When and where is the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

                      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.

                      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


        Table of Contents

        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."

                      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, 2019 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, 2020.

        Meeting?
        The Annual Meeting will be held:
        [MISSING IMAGE: tm212424d3_icon-whenko.gif]
        When
        [MISSING IMAGE: tm212424d3_icon-whereko.gif]
        Where
        Audit Committee Members
        Wednesday, April 20, 2022
        W. Allen Doane (Chair)8:00 a.m., Hawaii Standard Time


        Faye W. Kurren


        C. Scott WoVirtually 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, 2019 and 2018 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, 2019 and 2018 by Deloitte & Touche LLP.

            
        2019

         
        2018

        ​  

         

        Audit Fees(1)

           $1,988,000   $2,197,000  
        ​ ​ 

        ​  

         

        Audit Related Fees(2)

                149,000  
        ​ ​ 

        ​  

         

        Tax Fees(3)

            313,000    27,000  
        ​ ​ 

        ​  

         

        All Other Fees

                  
        ​  ​ ​ 
        ​ ​ 

        ​  

         

        Total

           $2,301,000   $2,373,000  
        ​ ​ 

        (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 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)
        For 2019, consists of consultations related to Hawaii excise tax matters, analysis of the classification of construction costs and advice regarding Foreign Account Tax Compliance Act compliance. For 2018, consists of fees for consultations related to excise tax matters.

                      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 Committee has sole authority, without action by the Board, for the review and approval of such services and fees. In 2019 and 2018, all such fees and services were preapproved 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, 2019, and the Audit Committee has appointed Deloitte & Touche LLP as auditors for the Company for the fiscal year ending December 31, 2020. The Board and the Audit Committee recommend that stockholders ratify the appointment of Deloitte & Touche LLP as independent auditors for the Company for the fiscal year ending December 31, 2020. 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 affordedwhat 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:
        ProposalBoard 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
        [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
        FOR each
        director nominee
        2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
        [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
        FOR
        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
        [MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
        FOR
        80
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        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 STATEMENT81

        FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
        How are votes counted, and what is the required vote for each proposal?
        ProposalVote RequiredEffect of
        Abstentions
        Broker
        Discretionary
        Voting Allowed
        Effect of
        Broker
        Non-Votes
        1.Election of Directors
        Majority of the votes cast
        FOR or AGAINST (for each director nominee)
        No effect―not counted as a “vote cast”NoNo effect
        2.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 proposalNoNo effect
        3.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 proposalYesNot 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.
        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.
        PROPOSAL 1―ELECTION OF DIRECTORS
        The affirmative vote of a majority of the votes cast is required for the election of directors in an opportunityuncontested 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 desirerecommendation 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

                      Ratificationa plurality of votes cast. Full details of this policy are set forth in our Corporate Governance Guidelines, which can be found on the appointmentinvestor relations section of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 requires theour 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 haveon Proposal 2 is required for the effect of voting against 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 2020.


        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 castapproval, on an advisory vote regardingbasis, of the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a "say-on-pay" proposal, gives the Company's stockholders the opportunity to endorse or not endorse the Company's executive pay program and policies through the following resolution:

                      "RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rulesThe results of the Securities and Exchange Commission, includingvote on the Compensation Discussion and Analysis, compensation tables and related narrative discussion contained inproposal are not binding on the 2020 proxy statement, is hereby approved."

                      As described in the "Compensation Discussion and Analysis" included in this Proxy Statement, we believe that our executive compensation program is designed to support the Company's long-term success by achieving the following objectives:

          Focuses on Performance:  sets appropriate, yet challenging, performance goals for the incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance;

          Manages Risk:  ensures that incentive plans 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 the Compensation Committee.

                      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 compensationBoard of our named executive officers.

        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.Directors. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

                      While

        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 advisoryproposal.
        82
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
        How do I submit my vote?
        STOCKHOLDERS OF RECORD
        [MISSING IMAGE: tm212424d3_icon-phonepn.jpg]
        [MISSING IMAGE: tm212424d3_icon-internetpn.jpg]
        [MISSING IMAGE: tm212424d3_icon-mailpn.jpg]
        BY TELEPHONEBY INTERNETBY 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
        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.
        What constitutes a quorum?
        The Annual Meeting will be held only if a quorum is present. A quorum will be present if the 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 Company and its inspectors, who are required to acknowledge their obligation to keep your votes confidential.
        Who pays to prepare, mail and solicit the proxies?
        The Company pays all of the costs of preparing, mailing and soliciting proxies in connection with this Proxy Statement. In addition to soliciting proxies through the mail by means of this Proxy Statement, we may solicit proxies through our 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 forward proxy materials to the
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT83

        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 mail, telephone, facsimile, email or personal contact by its directors, officers and employees, the Company has retained the services of D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005 to solicit proxies for a fee of  $9,500, 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 eight nominees named in this Proxy Statement;

        FOR” the resolution approving the compensation of the Company’s named executive officers as disclosed in this Proxy Statement; and

        FOR” the 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 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 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 permitted to vote on the following proposals:

        To elect the eight nominees named in this Proxy Statement.

        To approve, on advisory 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 bindingyou 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 valueask that you complete, sign, date and return the opinions of our stockholders. Accordingly, our Board andenclosed 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 BOARDpostage-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.
        84
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        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
        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 20212023 ANNUAL MEETING

        Stockholders who, in accordance with the SEC'sSEC’s Rule 14a8,14a-8, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 20212023 Annual Meeting of Stockholders must submit their proposals by certified mail, return receipt requested, and must be received by the Company'sCompany’s Secretary at our principal offices in Honolulu, Hawaii on or before November 13, 2020,11, 2022, to be eligible for inclusion in our proxy statement and proxy card relating to that meeting. In the event that we hold our 20212023 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'sCompany’s Bylaws, proposals of stockholders intended to be presented at the 20212023 Annual Meeting of Stockholders (other than director nominations) must be received by the Company'sCompany’s Secretary no later than January 22, 2021, 20, 2023, nor earlier than December 23, 2020,21, 2022, provided that if the 20212023 Annual Meeting is held more than 30 days before, or 60 days after, April 22, 2021,20, 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 20212023 Annual Meeting, including the nomination of any person for election as a director, or any other matter raised other than pursuant to Rule 14a814a-8 of the proxy rules adopted under the Exchange Act, written notice of the stockholder'sstockholder’s intention to make such proposal must be furnished to the Company in accordance with, and including such information required by, the Company'sCompany’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'sCompany’s Secretary of his or her intention to make a nomination in accordance with the requirements contained in the Company'sCompany’s Bylaws. Pursuant to the Company'sCompany’s Bylaws, notice of director nominations to be presented at the 20212023 Annual Meeting of Stockholders must be received by the Company'sCompany’s Secretary no later than January 22, 2021,20, 2023, nor earlier than December 23, 2020,21, 2022, provided that if the 20212023 Annual Meeting of Stockholders is held more than 30 days before, or 60 days after, April 22, 2021,20, 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'syear’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'sCompany’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.


        Table of Contents

        In addition, Section 1.13 of the Company'sCompany’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'sCompany’s proxy materials. Under

        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT85

        OTHER BUSINESS
        the Bylaws, any stockholder, or a group of up to twenty stockholders, owning at least three percent of the Company'sCompany’s outstanding shares of common stock continuously for at least three years is eligible to nominate and include in the Company'sCompany’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'sCompany’s proxy statement for its 20212023 annual meeting of
        stockholders must deliver the notice required by the Company'sCompany’s Proxy Access Bylaw. To be timely, the notice must be received at the Company'sCompany’s principal executive offices no later than January 22, 2021,20, 2023, nor earlier than December 23, 2020,21, 2022, provided that if the 20212023 Annual Meeting of Stockholders is held more than 30 days before, or 60 days after, April 22, 2021,20, 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.


        Table of Contents


        DISTRIBUTION OF CERTAIN DOCUMENTS

        This Proxy Statement, our 20192021 Annual Report to Stockholders (the “2021 Annual Report”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 20192021 are available
        at www.fhb.com.

                      The 2019 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, 2019 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, 2019 for financialcurrent reports, proxy statements and other information about us. Neitherreports with the 2019 Annual Report nor our Annual Report on Form 10-K for the fiscal year ended December 31, 2019SEC. Copies of these filings are part of this Proxy Statement. This Proxy Statement, our 2019 Annual Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are also available on
        through our website at http://proxy.fhb.com.

                      In addition, thisir.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.

        86
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        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 2019fiscal 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'sCompany’s Secretary at First Hawaiian, Inc., 999 Bishop Street, Honolulu, Hawaii 96813.

        at:
        [MISSING IMAGE: tm212424d3_icon-mailpn.jpg]

        By order of the Board of Directors,
        First Hawaiian, Inc.
        Attention: Secretary
        999 Bishop Street
        Honolulu, Hawaii 96813


        GRAPHIC

        Joel E. Rappoport
        Executive Vice President, General Counsel and
        Secretary

        By Order of the Board of Directors,

        [MISSING IMAGE: sg_joelrappaport-k.jpg]
        Joel E. Rappoport
        Executive Vice President, General Counsel
        and Secretary
        Honolulu, Hawaii
        March 11, 2022
        A copy of the Company's 2019Company’s 2021 Annual Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 20192021 as filed with the SEC are being furnished together with this Proxy Statement. Neither
        the Company's 2019Company’s 2021 Annual Report nor its Annual Report on Form 10-K for the fiscal year ended December 31, 20192021 forms any part of the material for the solicitation of proxies.


        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT87

        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, 2019,2021, we believe that certain non-GAAP measures provide investors with meaningful insights into the Company'sCompany’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,
        202120202019
        Net income$265,735$185,754$284,392
        (Gains) losses on sale of securities
        (102)
        1142,715
        Costs associated with the sale of stock (Visa)(1)6,0144,8284,500
        Loss on litigation2,100
        One-time noninterest expense items(2)10,1342,814
        Tax adjustments(3)
        (4,652)
        (1,318)
        (2,636)
        Total core adjustments13,4943,6247,393
        Core net income$279,229$189,378$291,785
         
          
          
          
          
          
          
          
          
                   For the Fiscal Years Ended December 31, 
        ​ ​ ​ ​ ​ ​ 
             
        2019

         
        2018

         
        2017

        ​ ​ ​ ​ ​ ​ 
                  
        ​   Net income   $284,392   $264,394   $183,682  
        ​ ​ 
        ​   Loss on sale of securities    2,715          
        ​ ​ 
        ​   Costs associated with the sale of stock (Visa)    4,500          
        ​ ​ 
        ​   Gains on the 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 noninterest expense items(2)    2,814    2,267    5,457  
        ​ ​ 
        ​   Tax Cuts and Jobs Act            47,598  
        ​ ​ 
        ​   Tax adjustments(3)    (2,636)   (8,160)   551  
        ​  ​ ​ 
        ​ ​ 
        ​   Total core adjustments    7,393    22,317    46,684  
        ​  ​ ​ 
        ​ ​ 
        ​   Core net income   $291,785   $286,711   $230,366  

        (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 connectionCosts associated with the anticipated settlement agreement,sale of stock related to changes in the Company recorded an expensevaluation of approximately $4.1 million duringthe 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.

        (2)
        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'sBank’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. One-time items for the year ended December 31, 2018 included public
        (3)

        Table of Contents

          company transition-related costs, the loss on our funding swap as a result of a decrease in the conversion rate of the aforementioned Visa Class B restricted shares and nonrecurring offering costs. One-time items for the year ended December 31, 2017 included salaries and benefits stemming from the Tax Cuts and Jobs Act (the "Tax Act"), nonrecurring offering costs and public company transition-related costs.

        (3)
        Represents the adjustments to net income, tax effected at the Company'sCompany’s effective tax rate for the respective period, exclusive of one-time Tax Act expense.
        period.

        A-1
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        ANNEX A
        Core Return on Average Tangible 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,
        202120202019
        ($ in thousands)
        Net income$265,735$185,754$284,392
        Core net income279,229189,378291,785
        Average total assets$24,426,258$21,869,064$20,325,697
        Less: average goodwill995,492995,492995,492
        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%
         
          
          
          
          
          
          
          
          
                     For the Fiscal Years Ended December 31, 
        ​ ​ ​ ​ ​ ​ 
             
        2019

         
        2018

         
        2017

        ​ ​ ​ ​ ​ ​ 
             ($ in thousands) 
        ​   Net income   $284,392   $264,394   $183,682  
        ​ ​ 
        ​   Core net income    291,785    286,711    230,366  
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Average total assets   $20,325,697   $20,247,135   $19,942,807  
        ​ ​ 
        ​   Less: average goodwill    995,492    995,492    995,492  
        ​  ​ ​ 
        ​ ​ 
        ​   Average tangible assets   $19,330,205   $19,251,643   $18,947,315  
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Return on average total assets    1.40%    1.31%    0.92%  
        ​ ​ 
        ​   Return on average tangible assets    1.47%    1.37%    0.97%  
        ​ ​ 
        ​   Core return on average tangible assets    1.51%    1.49%    1.22%  

        Core Return on Average Tangible Stockholders'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,
        202120202019
        ($ in thousands)
        Net income$265,735$185,754$284,392
        Core net income279,229189,378291,785
        Average total stockholders’ equity$2,708,370$2,698,853$2,609,432
        Less: average goodwill995,492995,492995,492
        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 STATEMENTA-2

        ANNEX A
         
          
          
          
          
          
          
          
          
        ​ ​ ​ ​ ​ ​ 
                     For the Fiscal Years Ended December 31, 
        ​ ​ ​ ​ ​ ​ 
             
        2019

         
        2018

         
        2017

        ​ ​ ​ ​ ​ ​ 
             ($ in thousands) 
        ​   Net income   $284,392   $264,394   $183,682  
        ​ ​ 
        ​   Core net income    291,785    286,711    230,366  
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Average total stockholders' equity   $2,609,432   $2,457,771   $2,538,341  
        ​ ​ 
        ​   Less: average goodwill    995,492    995,492    995,492  
        ​  ​ ​ 
        ​ ​ 
        ​   Average tangible stockholders' equity   $1,613,940   $1,462,279   $1,542,849  
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Return on average total stockholders' equity    10.90%    10.76%    7.24%  
        ​ ​ 
        ​   Return on average tangible stockholders' equity    17.62%    18.08%    11.91%  
        ​ ​ 
        ​   Core return on average tangible stockholders' equity    18.08%    19.61%    14.93%  

        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,
        202120202019
        ($ 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)
        1142,715
        Costs associated with the sale of stock (Visa)(3)6,0144,8284,500
        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, 
        ​ ​ ​ ​ ​ ​ 
             
        2019

         
        2018

         
        2017

        ​ ​ ​ ​ ​ ​ 
             ($ in thousands) 
        ​   Noninterest expense   $370,437   $364,953   $347,554  
        ​ ​ 
        ​   Loss on litigation settlement(1)        (4,125)     
        ​ ​ 
        ​   One-time items(2),(3)    (2,814)   (2,267)   (5,457) 
        ​  ​ ​ 
        ​ ​ 
        ​   Core noninterest expense   $367,623   $358,561   $342,097  
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Net interest income   $573,402   $566,318   $528,804  
        ​  ​ ​ 
        ​ ​ 
        ​   Core net interest income   $573,402   $566,318   $528,804  
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Noninterest income   $192,533   $178,993   $205,605  
        ​ ​ 
        ​   Loss on sale of securities    2,715          
        ​ ​ 
        ​   Costs associated with the sale of stock (Visa)    4,500          
        ​ ​ 
        ​   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   $199,748   $203,078   $198,683  
        ​  ​ ​ 
        ​ ​ 
        ​                        
        ​ ​ 
        ​   Efficiency ratio    48.36%    48.96%    47.32%  
        ​ ​ 
        ​   Core efficiency ratio    47.55%    46.59%    47.02%  

        (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.
        (2)

        (3)
        One-time items for the year ended December 31, 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'sBank’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. One-time items for
        (3)
        Costs associated with the year ended December 31, 2018 included public company transition-related costs,sale of stock related to changes in the loss on ourvaluation of the funding swap as a resultentered into with the buyer of a decrease in the conversion rate of the aforementionedour Visa Class B restricted sales in 2016.
        A-3
        FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

        [MISSING IMAGE: tm2134876d1-px_page2bw.jpg]
        FIRST HAWAIIAN, INC. Proxy for Annual Meeting of Stockholders on April 20, 2022 Solicited on Behalf of the Board of Directors The undersigned hereby appoints 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 nonrecurring offering costs. One-time items foracting at the year ended December 31, 2017 included salariesAnnual Meeting of Stockholders of First Hawaiian, Inc., to be held on April 20, 2022 at 8:00 a.m. local time virtually at https://web.lumiagm.com/224987645 (password: fh2022), and benefits stemming fromat any adjournments or postponements thereof, as follows: (Continued and to be signed on the Tax Act, nonrecurring offering costs and public company transition-related costs.reverse side.)


        LOGO


        [MISSING IMAGE: tm2134876d1-px_page1bw.jpg]

        ANNUAL MEETING OF STOCKHOLDERS OF FIRST HAWAIIAN, INC. April 22, 202020, 2022 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, 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. 0000333333330300100000003333333330301000 7 042220 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. 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 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. 1. Election of Directors: NOMINEES: FOR AGAINST ABSTAIN 1a Matthew J. Cox 1b W. Allen Doane 1c Faye W. Kurren 1d Robert S. Harrison 1e Allen B. Uyeda 1f Jenai S. Wall 1g C. Scott Wo 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, 2020. 3. An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 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. Signature of Stockholder Date: Signature of StockholderDate:

        042022

        - 0 FIRST HAWAIIAN, INC. Proxy for Annual Meeting of Stockholders on April 22, 2020 Solicited on Behalf of the Board of Directors The undersigned hereby appoints Matthew J. Cox, W. Allen Doane 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 22, 2020 at 8:00 a.m. local time at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii, and at any adjournments or postponements thereof, as follows: (Continued and to be signed on the reverse side.) 14475 1.1

        ANNUAL MEETING OF STOCKHOLDERS OF FIRST HAWAIIAN, April 22, 2020 8:00 a.m., Local Time INC. 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. 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. Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 00003333333303001000 7 042220 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. 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 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. 1. Election of Directors: NOMINEES: FOR AGAINST ABSTAIN 1a Matthew J. Cox 1b W. Allen Doane 1c Faye W. Kurren 1d Robert S. Harrison 1e Allen B. Uyeda 1f Jenai S. Wall 1g C. Scott Wo 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, 2020. 3. An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 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. Signature of Stockholder Date: Signature of StockholderDate: 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 COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONS