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.


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COMPANY PROFILE
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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, 2021,2023, 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.
20212023 AT-A-GLANCE
$265.7M235.0M$13.0B14.4B56.5%59.5%$75.0M40M
Net income up
43%
Loans and

leases, downup 2%
Efficiency ratio, outperforming
peer Hawaii banksMaintained expense discipline
CommonBoard-approved $40M stock repurchasedrepurchase program in 2021
2024
43%$25B0.05%0.10%$1.84$24.9B0.13%0.09%
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
Diluted earnings per share
Total assets at December 31, 2023
Ratio of non-accrual loans and leases to total loans and leasesNet charge-offs to average total loans and leases
$21.8B21.3B2.43%2.92%9.81%10.01% / 15.51%17.39%*>2,000
Deposits: #1Largest combined deposit base in Hawaii, Guam and SaipanNet interest

margin, down
34up
14 basis
points
Return on average total stockholders’ equity / return on average tangible stockholders’ equityEmployees
   
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*

Represents a non-GAAP measure. Please see Annex AItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operationsin our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation and reconciliation.
OUR PILLARS OF SUSTAINABILITY
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Promoting healthy profitability through Values-Based Governance
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 our communities by investing in programs that Maximize Social Impact

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CEO’S MESSAGE
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March 11, 2022​[MISSING IMAGE: ph_bobharrison-4c.jpg]
TO OUR STOCKHOLDERS:
I am pleased toWe cordially invite you to attend our 20222024 Annual Meeting of Stockholders. The meeting will be held via live webcast on Wednesday, April 24, 2024 at 8:00 a.m. Hawaiian Standard Time. You will be able to participate in the 2024 Annual Meeting online at https://web.lumiagm.com/224987645 and may submit questions and vote your shares electronically. The attached Notice of our 2024 Annual Meeting of Stockholders and proxy statement provide details on how to be held Wednesday, April 20 at 8:00 am, Hawaiian Standard Time. Whilejoin the world appearsmeeting and the business we plan to be slowly moving towardconduct.
2023—A Year of Resiliency
2023 was marked by uncertainty as evidenced by a more open meeting environment, outset of an abundanceevents not seen in decades putting the banking industry to the test. Against the backdrop 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 pandemicthree prominent mainland bank failures and a completely new workchallenging interest rate environment, for all of us, we continued to step upfocus on what we do best—offer great customer service, consistently evolve our diverse product portfolio, demonstrate economic support for our customers, employeescommunities 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, anddeliver tangible financial results. Notwithstanding rapidly rising interest rates, we saw a significant increase in profitability in 2021, asdeposit outflows of only $356.4 million, while we grew loans by $261.5 million, improving our net income increasedinterest margin by $80.0 million or 43% year14 basis points to 2.92% and increasing our Common Equity Tier 1 capital ratio from 11.82% at December 31, 2022 to 12.39% at December 31, 2023.
Marking over year.
At165 years of excellence, First Hawaiian Bank continues to stay true to its founding principles of trust and integrity. Our coordinated, modern relationship bank, client-focused approach remains a cornerstone of our business model, which encompasses stability and resiliency, as well as our desire to be well positioned to drive value over the years to come.
During 2023, we continued to make progress in optimizing new technologies with the transformation
of our digital footprint. Together with building a diverse and high performing workforce across the entire organization, we continue to take steps to ensure we maintain our competitive standing in a fast-changing and dynamic market. As confirmation of our success, we are honored to once again be guidednamed to the World’s Best Banks list published by Forbes for a common purpose: to make financial lives better by connecting those we servesecond year, together with the resources they need to be successful. Our purposedistinction of being a Top Hawaii Bank (Forbes) and values formlisted as the foundationBest Big Bank in Hawaii by Newsweek magazine.
Helping our Communities
Support 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 feature a modern open API architecture. These changes will help us better serve ourcommunities, customers and improveteam members was never more important than this past year. With two environmental disasters hitting Guam (strongest tropical cyclone in the customer experience by providing themworld) and Maui (the devastating wildfires), we immediately put in place financial relief efforts and digital banking options for customers and partnered with better toolslocal organizations and associations to manage their financesassist during these very trying times of crisis.
In response to the Maui wildfires, we partnered with the Hawaii Bankers Association to benefit the Hawaii Community Foundation’s Maui Strong Fund via the Aloha for Maui campaign. Among other initiatives, we donated $250,000 to fast-track community giving and more convenience in doing business with usencouraged donations at anytime from anywhere.all branch locations and online. Additional information about our community support and impact can be found under “Proxy Statement Summary—First Hawaiian Commitment to Environmental, Social and Governance Matters.
OurThe Annual Meeting
Our Board of Directors and senior officers, as well astogether with representatives from our independent registered public accounting firm, will be presentin attendance at the Annual Meeting to respond to your questions. IWe encourage you to read our 20222024 Proxy Statement,Summary, our 2021

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2023 Annual Report to Stockholders and our Annual Report on Form 10-K for the other proxy materialsyear ended December 31, 2023 prior to the meeting. InstructionsComplete instructions on how to vote 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 or Internet voting procedures described on your proxy card at your earliestearlier convenience.
Together with our Our Board of Directors we remain committedalong with our leadership team value the views of
our stockholders and look forward to building long-term value for our stockholders.your participation at this year’s Annual Meeting. Thank you for your continued support of First Hawaiian, Bank.Inc.
Sincerely,
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Robert S. Harrison

Chairman, President and Chief Executive Officer
March 14, 2024


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NOTICE OF 20222024 ANNUAL MEETING OF STOCKHOLDERS
Notice Hereby is Given that the 20222024 Annual Meeting of Stockholders of First Hawaiian, Inc. will be held:
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WHEN
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WHO MAY VOTE
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ACCESS
Wednesday, April 20, 2022,24, 2024, 8:00 a.m., Hawaii Standard TimeStockholders of record on the record date, February 25, 2022March 1, 2024
Via webcast at https://web.lumiagm.com/224987645; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 20, 2022.24, 2024. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2022fh2024 (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 eightnine nominees named in the attached Proxy Statement to serve until the 20232025 Annual Meeting of Stockholders


W. Allen DoaneMichael K. Fujimoto


Robert S. Harrison

Faye W. Kurren

Faye W. Kurren


James S. Moffatt

Mark M. Mugiishi


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.An advisory vote on the frequency of future votes on the compensation of our named executive officers
4.The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 20222024
4.5.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 exclusively online via live webcast on Wednesday, April 20, 2022,24, 2024, at 8:00 a.m., Hawaii Standard Time. You will be able to attend the meeting online and submit questions during the meeting. You will also be able to vote your shares electronically at the Annual Meeting.
The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. 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, BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY MAIL.
Honolulu, Hawaii

March 11, 202214, 2024
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By Order of the Board of Directors,
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Joel E. Rappoport

Executive Vice President, General Counsel and Secretary


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NOTICE OF 20222024 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR OUR ANNUAL MEETING TO BE HELD ON APRIL 20, 2022*
24, 2024
Our Proxy Statement, our 20212023 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 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.
By March 11, 2022,14, 2024, 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 20212023 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 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, 2022.21, 2024. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. For more information, see Frequently Asked Questions about the Annual Meeting and Voting.”


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PROXY STATEMENT
PROPOSAL 1—ELECTION OF DIRECTORS
DIRECTOR NOMINEESCORPORATE GOVERNANCE AND BOARD MATTERS
BOARDPROPOSAL 1—ELECTION OF DIRECTORS COMMITTEES AND GOVERNANCE
DIRECTOR NOMINEES
BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
Stock Ownership Guidelines for Non-Employee Directors
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee ReportCOMPENSATION COMMITTEE REPORT
Executive Compensation TablesEXECUTIVE COMPENSATION TABLES
PROPOSAL 3―ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
AUDIT MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
DISTRIBUTION OF CERTAIN DOCUMENTS
STATEMENT REGARDING THE DELIVERY OF A SINGLE SET OF MATERIALS TO HOUSEHOLDS WITH MULTIPLE STOCKHOLDERS
INFORMATION NOT INCORPORATED BY REFERENCE
FORWARD-LOOKING STATEMENTS


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Forward-Looking Statements
This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are
not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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PROXY STATEMENT SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement and provides context related to the matters to be voted on at the 20222024 Annual Meeting of Stockholders of First Hawaiian, Inc. (“First Hawaiian,” “FHI,” “we,” “our,” “us” and the “Company”). This summary does not contain all
all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 20212023 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2023.
20222024 ANNUAL MEETING INFORMATION
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WHEN
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RECORD DATE
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ACCESS
Wednesday, April 20, 2022, 24, 2024,
8:00 a.m., Hawaii Standard Time
February 25, 2022March 1, 2024
Via webcast at https://web.lumiagm.com/224987645; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 20, 2022.24, 2024. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2022fh2024 (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
Proposal
Board Voting
Recommendation
See
Page
1.
The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2023 Annual Meeting of Stockholders
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FOR each
director nominee
1.The election to our Board of Directors of the nine nominees named in the attached Proxy Statement to serve until the 2025 Annual Meeting of Stockholders
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FOR each
director nominee
2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
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FOR2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
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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
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FOR3.An advisory vote on the frequency of future votes on the compensation of our named executive officers
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EVERY YEAR
4.The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024
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FOR
We will also act on any other business that is properly raised.
FIRST HAWAIIAN, INC. 2022 2024 PROXY STATEMENT1


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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 “FrequentlyFrequently Asked Questions about the Annual Meeting and Voting”Voting section in this Proxy Statement.
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BY TELEPHONEBY INTERNETBY MAIL
Registered holders may call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-85001-201-299-4446 from foreign countriescountries.
Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet.

During the Annual Meeting, visit our Annual Meeting website at https://web.lumiagm.com/224987645.
Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelopeenvelope.


Have your proxy card available and follow the instructions.

Voting over the internet or by telephone by no later than 11:59 p.m., Eastern time, on April 23, 2024.


Proxy cards submittedVoting by mail must be received by us by April 19, 2022.23, 2024.
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.
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FIRST HAWAIIAN, INC. 2022 2024 PROXY STATEMENT


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PROXY STATEMENT SUMMARY

PERFORMANCE HIGHLIGHTS
20212023 Business Performance
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During the summer, before the COVID-19 omicron variant emerged, Hawaii saw a strong rebound in tourism, leadingtime of rising interest rates, we were able to increased economic activity.grow loans and leases by $261.5 million, or 2%, year-over-year, while continuing to maintain excellent asset quality.


Asset quality remained strong, and we saw a significantWe were able to increase our net interest margin by 14 basis points, to 2.92% in profitability, as net income increased by $80.0 million or 43% year over year.2023 from 2.78% in 2022.
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*

Represents a non-GAAP measure. Please see Annex AItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation and reconciliation.
Capital Highlights
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We are committed to remaining well capitalized while returning excess capital to our stockholders.


In January 2022,2024, we announced that the Board of Directors adopted a stock repurchase program for up to $75.0$40 million during 2022.2024.*
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
12.39%$132.6M$0
Common Equity Tier 1 capital ratio at
December 31, 2023
In dividend payments; maintained
quarterly dividend at $0.26 per share
No common stock repurchased
during 2023
*

The timing and amount of share repurchases are influenced by various internal and external factors.
Navigating the COVID-19 Pandemic
The global health crisis created by the COVID-19 pandemic presented unprecedented challenges and volatility in the economic and business environment during the majority of 2020, carrying into 2021. Since the declaration of the global pandemic, we have been focused on our business and human response to the crisis​managing and operating our business as seamlessly as possible, and supporting our employees, customers and communities as we weathered the crisis together.
As a Hawaii-based financial institution, a healthy economy is critical to our business as it is for all banks across the country. Hawaii achieved one of the highest vaccination rates in the country, and with tourism being the primary driver of revenue for our local economy, we are seeing visitors return and businesses re-opening.
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 2024 PROXY STATEMENT3


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PROXY STATEMENT SUMMARY
For Our Employees:

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

To support and help our local businesses survive, in 2020 we implemented the US Treasury’s Paycheck Protection Program (the “PPP”). During 2020 and 2021, we originated approximately 10,000 PPP loans, totaling $1.4 billion. During 2021, we supported many of our customers through the forgiveness process, and at December 31, 2021, only approximately 1,000 PPP loans, totaling $222 million, remained outstanding.

Many of the branches we closed during 2020 we were able to reopen, with 19 branches coming back online in 2021. We continue to maintain social distancing at all our facilities, as well as workplace sanitization practices.
For Our Community:

FHB Foundation grants, along with employee donations, helped to alleviate hardships felt throughout our island communities. In 2020, philanthropic contributions of approximately $5.77 million were made to over 200 charities in Hawaii, Guam and Saipan from First Hawaiian Bank, the FHB Foundation and our Kokua Mai employee giving campaign.
Despite the ongoing business disruptions from COVID-19, we have maintained a 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.
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FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

OVERVIEW OF THE BOARD NOMINEES*
NOMINEES
Director Nominees
CommitteesCommittees
Director Nominee and
Principal Occupation
Age
Director
since(1)
IndependentPublic
Boards
AuditCompensationCorporate
Governance &
Nominating
Risk
Director Nominee and
Principal Occupation
Age
Director
since
(1)
IndependentPublic
Boards
AuditCompensationCorporate
Governance &
Nominating
Risk
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Robert S. Harrison
Chairman of the Board, President and Chief Executive Officer, First Hawaiian
61
2016
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1
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Robert S. Harrison
Chairman of the Board, President and Chief Executive Officer, First Hawaiian
63
2016
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1
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W. Allen Doane
Retired Chairman and Chief Executive Officer, Alexander & Baldwin, Inc.
742016
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1
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Michael K. Fujimoto
Retired Chairman Emeritus, Hawaii Planing Mill, Ltd. dba HPM Building Supply
712022
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1
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Faye W. Kurren
Retired President and Chief Executive Officer, Hawaii Dental Service
712018
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1
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Faye W. Kurren
Retired President and Chief Executive Officer, Hawaii Dental Service
732018
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1
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James S. Moffatt
Retired Vice Chairman and Global CEO, Deloitte Consulting
632021
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2
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James S. Moffatt
Retired Vice Chairman and Global CEO, Deloitte Consulting
652021
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2
[MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
[MISSING IMAGE: tm212424d3_icon-commchairpn.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_markmugiishi-4c.jpg]
Mark M. Mugiishi
President and Chief Executive Officer, Hawaii Medical Service Association
642022
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
1
[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_kellythompson-4c.jpg]
Kelly A. Thompson
Retired Senior Vice President, Chief Operating Officer, Samsclub.com, a Walmart, Inc. subsidiary
542021
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
1
[MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
[MISSING IMAGE: tm212424d3_icon-commmemberk.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_allenuyedasm-4c.jpg]
Allen B. Uyeda
Retired Chief Executive Officer, First Insurance Company of Hawaii, Ltd.
74
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: 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]
[MISSING IMAGE: ph_vanessawashington-4c.jpg]
Vanessa L. Washington
Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West
642020
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
1
[MISSING IMAGE: tm212424d3_icon-commchairpn.gif]
[MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
Meetings in 2021      Board―75644
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C. Scott Wo
Owner/Executive Team, C.S. Wo & Sons, Ltd; Partner/Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City
582018
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.gif]
1
[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg][MISSING IMAGE: tm212424d3_icon-auditcommk.gif]
[MISSING IMAGE: tm212424d3_icon-commmemberk.gif]
Meetings in 2023      Board―9
5935
[MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg][MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
Chairman of the Board
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Committee Chair
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Committee Member
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Lead Independent Director
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Audit Committee financial expert
*
Current Directors Matthew J. Cox and Jenai S. Wall will conclude their service on our Board of Directors at the Annual Meeting and are not listed here.
(1)

Refers to the period from the completion of our IPO in August 2016.
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Snapshot of the Board
Board Diversity, Director Independence and Tenure*Tenure (as of March 14, 2024)
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*

Refers to the period from the completion of our IPO in August 2016.
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Board Diversity Matrix*Matrix
Board Diversity Matrix (As of March 11, 2022)Board Diversity Matrix (as of March 14, 2024)
Total Number of Directors10Total Number of Directors9
FemaleMaleNon-BinaryDid Not Disclose GenderFemaleMaleNon-BinaryDid Not Disclose Gender
Part I: Gender Identity
Part I: Gender Identity
Directors46Directors36
Part II: Demographic Background
Part II: Demographic Background
African American or Black1African American or Black1
Alaskan Native or Native AmericanAlaskan Native or Native American
Asian12Asian14
Hispanic or LatinxHispanic or Latinx
Native Hawaiian or Pacific IslanderNative Hawaiian or Pacific Islander
White14White12
Two or More Races or Ethnicities1Two or More Races or Ethnicities
LGBTQ+��LGBTQ+
Did Not Disclose Demographic BackgroundDid Not Disclose Demographic Background
*
The Board Diversity, Director Independence and Tenure graphs, and the Board Diversity Matrix, include all current directors.
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*
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. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board of Directors. Additional details on each director nominee’s experiences, qualifications, skills and attributes are set forth in their biographies.
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
Director Skills and Experience
MICHAEL K. FUJIMOTOROBERT S. HARRISONFAYE W. KURRENJAMES S. MOFFATTMARK M. MUGIISHIKELLY A. THOMPSONALLEN B. UYEDAVANESSA L.
WASHINGTON
C. SCOTT WO# of 9 nominees% of 9 nominees
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Audit and financial reporting675%
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Audit and finance
Having familiarity with accounting and financial analysis enables in-depth analysis of our financial statements and informed decision-making regarding our capital structure, financial transactions and financial reporting processes.
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Banking225%
778%
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Finance675%
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Banking
Experience at the senior management level at a banking institution provides knowledge of the banking business so as to effectively challenge management viewpoints.
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Public company450%
222%
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Community affairs / engagement8100%
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Public company
Experience at the senior management level at a public company provides insights with respect to the expectations of sophisticated public company investors.
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Executive leadership8100%333%
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Real estate225%
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Community affairs /
engagement
As a community bank whose business model is based on support of and engagement with the communities it serves, a demonstrated record of community engagement and support is critical to understanding the Company’s business.
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Legal and regulatory225%9100%
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Technology225%
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Senior management / CEO
Leadership experience at the senior management level facilitates effective oversight of management, informs development of Company strategy, and enhances the Board’s succession planning process.
9100%
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Real estate
In light of the Company’s significant commitment to real estate lending, experience investing in, or maintaining financial exposure to real estate markets, enables directors to better assess the risks associated with that business.
111%
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Legal and regulatory oversight
Experience with legal and regulatory oversight enables directors to effectively oversee compliance with legal and regulatory requirements and the related policies, procedures and controls for ensuring such compliance.
444%
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Technology
Experience in the introduction of technology to business processes is vital to providing effective oversight of the risks and rewards associated with the Company’s digital evolution.
222%
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FIRST HAWAIIAN COMMITMENT TO GOVERNANCE,ENVIRONMENTAL, SOCIAL AND ENVIRONMENTALGOVERNANCE MATTERS
We are committed to having sound corporate governance practices including environmental, social and governance (“ESG”) oversight. Our Environmental, Social and Governance Report (“ESG Report”), Corporate Governance Guidelines and other applicable policies highlight our investment in the development, career advancement and health and safety of our employees, maintenance and support of our customer relationships, service and support of our communities and attention to environmental stewardship to keep our planet and environment sustainable. Our practices are important to how we manage our business and maintain our integrity in the 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 guidelines are reviewed at least annually by the Corporate Governance and Nominating Committee, as well as amended from time to time to continue evolving our ESG practices. With a focus on delivering long-term stockholder value, the backbone of our corporate governance program is to provide transparent disclosure to all stakeholders on an ongoing and consistent basis.
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Our Board of Directors (the “Board”) is composed of skilled and diverse directors who follow established, robust corporate governance practices and policies. The Board believes strongly in the value of an independent board of directors and has established a Lead Independent Director role with broad responsibility. The following overview provides a snapshot of our corporate governance structure and processes, including key aspects of our Board operations.
Accountability to Stockholders
Proportionate and Appropriate

Stockholder Voting Rights
Regular and Proactive

Stockholder Engagement
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All directors are elected annually
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Eligible stockholders may include their director nominees in our proxy materials
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Majority voting standard for director elections
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Annual say-on-pay advisory vote
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Policy against pledging Company stock
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Mandatory retirement age for directors
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First Hawaiian has one outstanding class of voting stock. We believe in a “one share, one vote” standard
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We do not have a “poison pill”
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No supermajority voting requirements in Certificate of Incorporation or Bylaws
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Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results
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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
Effective Board Policies
and Practices
Management Incentives that are

Aligned with the Long-Term

Strategy of the Company
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The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate
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All members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent of the Company and its management
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Our Corporate Governance Guidelines call for the designation of an independent lead director when the Board chair is not independent
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Executive sessions of independent directors are held at the Board and committee levels
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Our Corporate Governance Guidelines require a majority of our directors to be independent (currently seveneight of eightnine director nominees are independent)
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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)
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Executive sessions of independent directors are held at the Board and committee levels
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Each standing committee has a charter that is publicly available on our website and that meets applicable legal requirements and reflects good governance
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The Company has a Code of Business Conduct and Ethics that is applicable to all employees and directors of the Company and is available on our website
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We conduct annual reviews of director skill sets and experience together with annual board and committee performance reviews
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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
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We require robust stock ownership for directors (increased this year to 5x(5x annual cash retainer), CEO (6x base salary) and other NEOs (2x base salary)
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The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies
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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
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We maintain a robust compensation clawback policypolicies
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ESG Governance
As a trusted financial institution, we are committed to operating responsibly and sustainably. The Corporate Governance and Nominating Committee developed the following chart that depicts ESG oversight and governance throughout our organization:
Board of Directors (Oversight)

Strategic Plan, including ESG-specific objectives

Annual budget, including ESG-related investments and expenditures

Corporate culture oversight
[MISSING IMAGE: ic_arrow-pn.jpg]
Board-level Committees
Corporate Governance and Nominating Committee
Risk Committee
Compensation Committee
Audit Committee
Oversees:

ESG oversight and practices

Voluntary ESG disclosures

Stakeholder engagement on ESG issues
Oversees:

Enterprise risk management program

Organizational alignment within risk appetite framework, including ESG risks

Information security
Oversees:

Employee compensation and benefits

Human resources practices and strategies

Talent management and succession planning
Oversees:

Functioning of Company’s internal controls and disclosure

Disclosure of material ESG matters

Code of Conduct and Ethics

Legal and Compliance matters
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Management-level Committees (Execution)
Executive Leadership Team
ESG Committee
Disclosure Committee
Enterprise Risk Management Committee
Asset/Liability Management Committee

Evaluates ESG considerations within strategic planning

Oversees ESG Committee

Consists of senior management, including NEOs

Provides guidance and direction on internal initiatives

Prepares annual ESG Report

Reviews ESG-related disclosures in SEC reporting

Monitors ESG-related updates to risk inventory

Reviews and manages enterprise risk appetite and control environment and recommends enhancements

Supervises enterprise risk assessments, incorporating ESG risks

Monitors and manages risk appetite framework with respect to market risk
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Stakeholder Engagement
We believe that engaging with our stakeholders should be a long-term, ongoing and two-way communication process. We proactively seek out opportunities that allow us to exchange information with our stakeholders about our respective viewpoints, strategies and practices, including those related to environmental, social and governance initiatives. Key stakeholders include our stockholders, our customers, our employees, our regulators and other policy-makers and the communities we serve.
Beyond these engagements, First Hawaiian Inc. also actively participates in several industry groups, including groups and task forces established through organizations such as the American Bankers Association and the Mid-Size Bank Coalition of America. These groups allow us to share ideas and discuss developments that further inform our own internal approach to ESG. Further details regarding our stakeholder engagement efforts can be found in our ESG Report and elsewhere in this Proxy Statement.
Awards and Recognitions
In 2023, we collected the following accolades:

Forbes
America’s Best Banks

Hawaii Business magazine
Hawai’i’s Best Places to Work

Forbes
Best Banks in the World

Newsweek
Best Big Bank in Hawai’i

SBA 504 Loan Program
Lender of the Year in Category 1

Small Business Administration (SBA)

Lender of the Year in Category 1
Corporate Governance
First Hawaiian Inc.’s Board and executive management work together to comply with laws and regulations, as well as to provide guidance for sound decision-making and accountability. Maintaining legal and regulatory compliance is, however, a minimum standard, and we seek to exceed this standard by keeping pace with the constantly evolving governance landscape. We maintain an environment of openness and strive to protect our culture by promoting our core values of caring, character and collaboration. We believe that by living these values, our customers, stockholders, employees and communities will continue giving us their trust and confidence.
The following documents are available at https://ir.fhb.com/corporate-governance/highlights:

Certificate of Incorporation

Bylaws

Corporate Governance Guidelines

Audit Committee Charter

Compensation Committee Charter

Corporate Governance and Nominating Committee Charter

Risk Committee Charter

Code of Conduct and Ethics

Clawback Policy for the Mandatory Recoupment Of Erroneously Awarded Incentive Compensation
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Our ESG Report is available at: https://ir.fhb.com/corporate-responsibility, and our Proxy Statement, our 2023 Annual Report to Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2023, are available at https://proxy.fhb.com.
Code of Conduct and Ethics
At First Hawaiian, Inc. the relationships we have with our stakeholders are of utmost importance to us. Establishing good relationships with our stakeholders requires trust, respect and fair treatment.
Our Code of Conduct and Ethics (the “Code”) forms the foundation of our ethical culture, describing how we as a company relate to others as we conduct business and how we work together as employees according to our core values. All employees, officers, and Directors of First Hawaiian, Inc. and its subsidiaries and affiliates are expected to comply with our Code of Conduct. The Code is fundamental to the success of the Company, as it promotes honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure; compliance with applicable laws, rules and regulations; the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and the deterrence of wrongdoing.
The Code of Conduct and Ethics is available at Governance Highlights—First Hawaiian, Inc. (fhb.com). Any amendments or waivers with respect to the Code of Conduct and Ethics will be disclosed on our website.
Corporate Governance Stockholder Engagement
First Hawaiian, Inc. is committed to constructive and meaningful communications with our stockholders and building ongoing relationships over time.
On an annual basis, we reach out to the holders of a substantial percentage of our outstanding stock and offer to engage on governance, compensation or any other areas of interest. The feedback we receive is summarized and reported to the Chief Executive Officer, the Compensation Committee and the Corporate Governance and Nominating Committee, and the Board and the management team consider the points raised and, as appropriate, will take responsive actions with a view towards improving our practices and policies and enhancing long-term value for our stockholders and our other stakeholders.
Corporate Social Responsibility
We seek to integrate sustainability considerations into our business strategies, products and services, thought leadership and operations. We offer financial solutions that provide positive long-term benefits for our customers, employees and other stakeholders, as well as for the environment and global communities.stakeholders.
Our people are our most important asset. To facilitate talent attraction and retention, we strive to support a diverse and inclusive workplace, with a strong culture and opportunities for our employees to grow and develop in their careers and to be supported by competitive compensation, benefits and health and wellness programs.
Supporting the island communities where we do business has always been a priority. First Hawaiian is the only Hawaii bank to earn an Outstanding rating for Community Reinvestment over nine consecutive FDIC evaluation periods since 1995 and has led the for-profit companies in Hawaii Business magazine’s “Hawaii’s Most Charitable Company” for the past 10 years.
First Hawaiian Bank, its Foundation and our employees contribute annually to more than 200 charities in the areas of COVID-19 reliefcivic and recovery,community support, education and financial literacy, health and human services and arts and culture ($5.774.4 million in donations in 2020)2023). 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.
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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
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2,62520,000+
866 lbs office paper
325 lbs glass and bottles
Pounds of e-waste collected and properly disposed ofOnline learning courses accessible to employees through our Online Learning Center and LinkedIn LearningMonthly average recycling collection
Environmental Impact
Hawaii generally has the highest energy costs of any state due to the high price of shipping petroleum to the archipelago. In 2021,2023, 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.
The Bank’s headquarters, the tallest building in downtown Honolulu, was built 27 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, operations facility and branches.
Our current initiatives focus on energy and greenhouse gas reductions, limiting paper waste, increasing recycling efforts, advising on sustainable transactions, conserving energy and encouraging employees to use environmentally friendly forms of transportation. Ensuring the implementation of sustainable practices ultimately serves the long-term interest of our stockholders, our customers, our employees and the communities in which we work and live.
Our bank’s headquarters, the tallest building in downtown Honolulu, was built 26 years ago in 1996 to Energy Star standards. Since then, we have made energy-efficient upgrades to our facilities as well as key building systems at our First Hawaiian Bank headquarters and at our operations facility. At First Hawaiian Center, we have a building-wide initiative to upgrade all common areas with higher efficiency LED technology. In 2021, we expanded this effort from its focus on common areas at First Hawaiian Center to include the entire building. The project is underway and expected to be complete by the third quarter of 2022.
We also launched a partnership with Carbon Lighthouse in 2022 to reduce CO2 emissions through energy efficiency projects in lighting, HVAC, and/or related controls. The bank enrolled First Hawaiian Center as the
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FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
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PROXY STATEMENT SUMMARY

pilot site in the Carbon Lighthouse Unified Engineering System (CLUES) platform. CLUES will identify and quantify energy efficiency measures for consideration. Following implementation of selected measures, the platform will track the results, ensuring both financial and environmental benefits persist. Through this partnership, the bank saw a 10% reduction in kilowatt usage in December 2021 and plans to expand this program across the center. We anticipate continued savings and a decrease in energy usage through 2022.
These are just some of the many sustainability initiatives that we are proud to implement as we continue to develop a comprehensive strategy to reduce our carbon footprint as an organization.
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PROXY STATEMENT SUMMARY
EXECUTIVE COMPENSATION HIGHLIGHTS
We believe the design and governance of our executive compensation program encourages executive performance consistent with the highest standards of risk management. The following table summarizes the notable features of our 20212023 executive compensation program, which were designed to align with “best practice” compensation governance.
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    Practices We Employ
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    Practices We Avoid
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Substantial portion of pay in the form of variable, performance-based awards
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75%60% of long-term incentives in performance-based awards
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56% of CEO’s 20212023 compensation was performance-based
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Stock ownership guidelines for our executives and non-employee directors
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Engage with stockholders on governance and compensation
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Double-trigger vesting for executive change-in-control payments
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Clawback policypolicies that appliesapply to cash and equity compensation
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Independent compensation consultant and independent Board Compensation Committee
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Annual risk assessment of compensation policies and program design
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Annual evaluation of our peer group to ensure ongoing relevance of each peer member
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Strong risk and control policies and consideration of risk management factors in making compensation decisions
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Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited
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No gross-up of severance payments or benefits for excise taxes
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No dividends paid on unearned performance units or shares
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No discounting, reloading or repricing of stock options without stockholder approval
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No automatic share replenishment (evergreen) provisions in any share-based plans
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No single-trigger vesting of equity-based awards held by executives upon change in control
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No new benefit accruals under executive pensions
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No multi-year compensation guarantees that could incentivize imprudent risk-taking
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CORPORATE

GOVERNANCE AND

BOARD MATTERS
PROPOSAL 1—ELECTION OF DIRECTORS
Election of Directors
Proposal


We are asking stockholders to elect the eightnine nominees named in this proxy statement to serve on our Board until the 20232025 annual meeting of stockholders or until their successors have been duly elected and qualified.
Background


All eightnine nominees currently serve on our Board


SevenEight of the eightnine nominees are independent


38%33% of the nominees are women


50%67% 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 tennine members, consisting of our Chief Executive Officer and President (who also serves as Chairman of the Board) and nineeight other directors, all of whom are “independent” under the listing standards of NASDAQ. The terms of office of all tennine directors expire at the Annual Meeting. As previously announced, Ms. Jenai S. Wall and Mr. Matthew J. Cox notified us that they would not stand for re-election to the Board at the 2022 Annual Meeting. In connection with the Annual Meeting, the size of our Board will be reduced to eight members.
At the Annual Meeting, you will be asked to elect the eightnine individuals to serve on the Board that the Board has nominated for re-election, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2023.2025. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.
All of our directors are elected annually by the affirmative vote of a majority of votes cast.


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.”
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 20222024 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. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee.
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The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees named below.
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CORPORATE GOVERNANCE AND BOARD MATTERS

DIRECTOR NOMINEES
DIRECTOR NOMINEES
The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company’s 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’s general understanding of the varied disciplines relevant to the success of a publicly traded company in today’s business environment;


understanding of the Company’s business and markets;


professional expertise and educational background; and


other factors that promote diversity of views and experience.
The Corporate Governance and Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuatecontribute to the Company’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’s attendance at, participation in and contributions to Board and committee activities.
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.
Name
Age(1)
Tenure
Independent(2)
Position
Name
Age(1)
Tenure
Independent(2)
Position
Robert S. Harrison612016Chairman of the Board, President and CEORobert S. Harrison632016Chairman of the Board, President and CEO
W. Allen Doane742016
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DirectorMichael K. Fujimoto712022
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Director
Faye W. Kurren712018
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DirectorFaye W. Kurren732018
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Director
James S. Moffatt632021
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DirectorJames S. Moffatt652021
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Director
Kelly A. Thompson522021
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DirectorMark M. Mugiishi642022
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Director
Allen B. Uyeda722016
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Lead Independent DirectorKelly A. Thompson542021
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Director
Vanessa L. Washington622020
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DirectorAllen B. Uyeda742016
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Lead Independent Director
C. Scott Wo562018
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DirectorVanessa L. Washington642020
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Director
C. Scott Wo582018
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Director
(1)

As of March 11, 2022.14, 2024.
(2)

“Independent” under NASDAQ listing standards.
In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s 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.
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DIRECTOR NOMINEE BIOGRAPHIES
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COMMITTEES
 Audit [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]


Corporate
Governance and
NominatingRisk
[MISSING IMAGE: tm2134876d1_fc-allendoapn.jpg][MISSING IMAGE: fc_markmugiishi-pn.jpg]
W. Allen Doane
Michael K. Fujimoto
Age 74
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif]71

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Independent Director since 20162022
BACKGROUND
FIRST HAWAIIAN, INC.


Member of the Board of Directors (2016(2022 to present)
FIRST HAWAIIAN BANK


Member of the Board of Directors (1999(1998 to present)
HAWAII PLANING MILL, LTD. dba HPM BUILDING SUPPLY, a building supply company headquartered in Keaau, Hawaii with locations throughout Hawaii


Retired Chairman Emeritus (2024 to present)

Member, Compensation Committee and Audit Committee

Executive Chairman (2018 to 2023)

President and Chief Executive Officer (1992 to 2018)
OTHER ENGAGEMENTS

Trustee, Parker Ranch Foundation Trust

Chairman of the Audit Committee (2012 to present)
BANCWEST

Board and Member of the Board of Directors (2004 to 2006Audit and 2012 to January 2019)Governance Committees, Parker Ranch Inc.
ALEXANDER & BALDWIN, INC., a Hawaii public company with interests in, among other things, commercial real estate
Trustee 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 positionsHPM Building Supply Foundation
OTHER PUBLIC COMPANY DIRECTORSHIPSEDUCATION


Current memberM.B.A., University of the Board and the Audit Committee, Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in HawaiiCalifornia, Berkeley


MemberBachelor of the Board (1998-2020)Arts and the Audit Committee (2010 to 2020), Alexander & Baldwin, Inc.
EDUCATION

M.B.A., Harvard Business School

Bachelor’s degree, Brigham YoungMasters of Arts in Economics, University of Massachusetts, Amherst
QUALIFICATIONS


As the retiredExecutive Chairman and the former President and Chief Executive Officer of Alexander & Baldwin, Inc.,a multi-generational, locally owned business, Mr. DoaneFujimoto 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’sFujimoto’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 insightproviding supplies to the building industry has provided him with significant contacts and expertise in the building industry, a key industry served by First Hawaiian.

As a resident of the Big Island, Mr. Fujimoto provides the Board in overseeing a wide rangewith insights into the views of banking, audit and financial matters.the residents of the Hawaiian Islands other than Oahu, an important part of the Bank’s market area.
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Robert S. Harrison
Age 6163
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)2015 and August 2019 to present)


Chief Operating Officer (December 2009 to January 2012)


Vice Chairman (2007 to 2009)


Chief Risk Officer (2006 to 2009)


Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 3035 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 DIRECTORSHIPSENGAGEMENTS


Alexander & Baldwin,Trustee, Parker Ranch Foundation Trust

Chairman of the Board and Member of the Audit and Governance Committees, Parker Ranch Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate

Trustee and real estate development (2012 to 2020)Chairman, HPM Building Supply Foundation
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 AngelesBerkeley

Bachelor of Arts and Masters of Arts in Economics, University of Massachusetts, Amherst
QUALIFICATIONS


Mr. Harrison’s qualifications to serve onAs the Board include his operating, managementExecutive Chairman and leadership experience as First Hawaiian Bank’s Chairman,the former President and Chief Executive Officer of a multi-generational, locally owned business, Mr. Fujimoto brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as his prior experience as First Hawaiian Bank’s Chief Operating Officerextensive financial and as its Chief Risk Officer.managerial experience.


Mr. Harrison has extensive knowledge of, and has made significant contributionsFujimoto’s experience providing supplies to the growth of First Hawaiianbuilding industry has provided him with significant contacts and First Hawaiian Bank.

Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial servicesbuilding industry, generally and in Hawaii in particular.a key industry served by First Hawaiian.

As a resident of the Big Island, Mr. Fujimoto provides the Board with insights into the views of the residents of the Hawaiian Islands other than Oahu, an important part of the Bank’s market area.
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COMMITTEES

Audit

Corporate Governance and Nominating
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Faye Watanabe Kurren
Robert S. Harrison
Age 71
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director63
Chairman of the Board since 20182016
BACKGROUND
FIRST HAWAIIAN, INC.


Member of the Board of Directors (2018Chairman and Chief Executive Officer (2016 to present)

President (August 2019 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.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

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

Member of the Board of Directors (2021 to present)
FIRST HAWAIIAN BANK

Member of the Board of Directors (2021 to present)
DELOITTE CONSULTING, a leading international consulting business

Vice Chairman, global consulting business (2018)

Chief Executive Officer, global consulting business (2015-2017)


Chairman and Chief Executive Officer US consulting business (2011-2015)
OTHER ENGAGEMENTS

Current director of Digital Transformation Opportunities Corp., a publicly traded blank check company formed for the purpose of effecting a merger, stock exchange, asset purchase or other transaction with one or more businesses

Current director of Optiv, a cybersecurity solutions integrator

Current director of Icertis, a contract lifecycle management company

Current director of AmplifAI, a cloud-based software company leveraging artificial intelligence to improve sales and service

Advisor to various private equity and venture capital investment firms and an advisor to, or on the advisory board of, a number of their portfolio companies
EDUCATION

M.B.A., UCLA Anderson School of Management

Bachelor’s degree, University of California, San Diego

Graduate of the Directors’ Consortium at Stanford University Graduate School of Business

Graduate of the Master Class of the National Association of Corporate Directors
QUALIFICATIONS

Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience.

Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board.

Mr. Moffatt also provides the Board with audit and finance skills.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

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

Member of the Board of Directors (2021(January 2012 to present)
FIRST HAWAIIAN BANK

Member of the Board of Directors (2021President (December 2009 to June 2015 and August 2019 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)(December 2009 to January 2012)


Senior Vice President, Global Category Development, global ecommerce (2015-2017)Chairman (2007 to 2009)


Increasing levels of responsibility concluding as Senior Vice President, Merchandising, Planning and Marketplace for Walmart.com (2007-2014)Chief Risk Officer (2006 to 2009)
GAP, INC.

Various merchandising leadership roles (1997-2007)Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 35 years of experience in the financial services industry in Hawaii and on the U.S. mainland
BANCWEST CORPORATION (“BancWest”)

Vice Chairman (2010 to 2019)
OTHER ENGAGEMENTS


Trustee, Parker Ranch Foundation Trust

Chairman of the Board and Member of the Audit and Governance Committees, Parker Ranch Inc.

Trustee and Chairman, HPM Building Supply Foundation
EDUCATION

M.B.A., University of California, Berkeley

Bachelor of Arts and Masters of Arts in Economics, University of Massachusetts, Amherst
QUALIFICATIONS

As the Executive Chairman and the former President and Chief Executive Officer of a multi-generational, locally owned business, Mr. Fujimoto brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience.

Mr. Fujimoto’s experience providing supplies to the building industry has provided him with significant contacts and expertise in the building industry, a key industry served by First Hawaiian.

As a resident of the Big Island, Mr. Fujimoto provides the Board with insights into the views of the residents of the Hawaiian Islands other than Oahu, an important part of the Bank’s market area.
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CORPORATE GOVERNANCE AND BOARD MATTERS
[MISSING IMAGE: ph_bobharrisonrule-4c.jpg]
[MISSING IMAGE: fc_robertharrison-pn.jpg]
Robert S. Harrison
Age 63
Chairman of the Board since 2016
BACKGROUND
FIRST HAWAIIAN, INC.

Chairman and Chief Executive Officer (2016 to present)

President (August 2019 to present)
FIRST HAWAIIAN BANK

Chairman and Chief Executive Officer (January 2012 to present)

President (December 2009 to June 2015 and August 2019 to present)

Chief Operating Officer (December 2009 to January 2012)

Vice Chairman (2007 to 2009)

Chief Risk Officer (2006 to 2009)

Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 35 years of experience in the financial services industry in Hawaii and on the U.S. mainland
BANCWEST CORPORATION (“BancWest”)

Vice Chairman (2010 to 2019)
OTHER PUBLIC COMPANY DIRECTORSHIPS

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

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

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

Current member of the Board, Hawaii Community Foundation

Current member of the Board, Hawaii Bankers Association

Current member of the Executive Committee of the Board, Hawaii Business Roundtable

Current member of the Board, Maryknoll Foundation

Current Chairman, Mid-Size Bank Coalition of America

Member, Federal Advisory Council to the Board of Governors of the Federal Reserve System
EDUCATION

M.B.A., Cornell University

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

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

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

Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial services industry generally and in Hawaii in particular.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Audit

Compensation
[MISSING IMAGE: fc_fayewkurren-pn.jpg]
Faye W. Kurren
Age 73
[MISSING IMAGE: ic_tickknock-bw.gif]
 Independent Director since 2018
BACKGROUND
FIRST HAWAIIAN, INC.

Member of Turtle Beachthe Board of Directors (2018 to present)
FIRST HAWAIIAN BANK

Member of the Board of Directors (2005 to present)

Currently serves on the Senior Trust Committee of the Board of Directors of the Bank
HAWAII DENTAL SERVICE, a Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in Hawaii

President and Chief Executive Officer (2003 to 2014, upon retirement)
TESORO HAWAII, LLC, a former subsidiary of Marathon Petroleum (f/k/a Tesoro Corporation and Andeavor)

President (1998 to 2003)
OTHER ENGAGEMENTS

Director, First Insurance Company of Hawaii

Past Chairperson of the Hawaii State Commission on the Status of Women

Past Chairperson, University of Hawaii Foundation

Past Chairperson, Hawaii State Chapter of the American Red Cross
EDUCATION

J.D., University of Hawaii

Masters of Arts in Sociology, University of Chicago

Bachelor of Arts in Sociology, Stanford University
QUALIFICATIONS

Ms. Kurren’s experience as the president and chief executive officer of a major, local healthcare insurance company provides her with extensive experience in an important local industry and provides the Board with expertise in management and corporate governance matters.

In addition, having served as the president of the subsidiary of a publicly traded global gaming accessory company, in White Plains, New YorkMs. Kurren possesses financial skills that qualify her as one of four audit committee financial experts serving on the Audit Committee.
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COMMITTEES
Risk [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

Corporate
Governance and
Nominating
[MISSING IMAGE: fc_jamesmoffatt-pn.jpg]
James S. Moffatt
Age 65
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 Independent Director since 2021
BACKGROUND
FIRST HAWAIIAN, INC.


Member of the Board of Directors (2021 to present)
FIRST HAWAIIAN BANK

Member of the Board of Directors (2021 to present)
DELOITTE CONSULTING, a leading international consulting business

Vice Chairman, global consulting business (2018, upon retirement)

Chief Executive Officer, global consulting business (2015-2017)

Chairman and Chief Executive Officer, US consulting business (2011-2015)
OTHER ENGAGEMENTS

Current director of Optiv, a cybersecurity solutions integrator

Current director of Icertis, a contract lifecycle management company

Current director of AmplifAI, a cloud-based software company leveraging artificial intelligence to improve sales and service

Current director of Henry Schein One, LLC, a software and services company for the dental industry

Current director of Ness Digital Engineering, a digital engineering firm offering digital advisory through scaled engineering services

Advisor to various private equity and venture capital investment firms and an advisor to, or on the advisory board of, a number of their portfolio companies

Director of Digital Transformation Opportunities Corp., a publicly traded blank check company formed for the purpose of effecting a merger, stock exchange, asset purchase or other transaction with one or more businesses, from 2021 to 2023
EDUCATION

M.B.A., UCLA Anderson School of Management

Bachelor’s degree, University of California, San Diego

Graduate of the Directors’ Consortium at Stanford University Graduate School of Business

Graduate of the Master Class of the National Association of Corporate Directors
QUALIFICATIONS

Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience.

Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board.

Mr. Moffatt also provides the Board with audit and finance skills.
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[MISSING IMAGE: ph_markmugiishi-pn.jpg]
COMMITTEES

Risk
[MISSING IMAGE: fc_markmugiishi-pn.jpg]
Mark M. Mugiishi
Age 64
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 Independent Director since 2022
BACKGROUND
FIRST HAWAIIAN, INC.

Member of the Board of Directors (2022 to present)
FIRST HAWAIIAN BANK

Member of the Board of Directors (2022 to present)
HAWAII MEDICAL SERVICE ASSOCIATION, a Hawaii medical insurer and independent licensee of the Blue Cross and Blue Shield Association

President and Chief Executive Officer (2020-present)

Interim President and Chief Executive Officer (2019-2020)

Executive Vice President and Chief Health Officer (2017-2019)

Executive Vice President, Chief Medical Officer and Chief Health Officer (2015-2017)
ENDOSCOPY INSTITUTE OF HAWAII

Co-Founder
EYE SURGERY CENTER OF HAWAII

Co-Founder
OTHER ENGAGEMENTS

Medical Director, Hawaii Technology Accelerators

General Surgeon for over 30 years

Associate Chair, Department of Surgery and Director of Surgical Education, University of Hawaii Medical School

Iolani School, Board Chair

BlueCross BlueShield Association, Board member

Ignite Coalition, BlueCross BlueShield, Board Chair

Blood Bank of Hawaii, Board member

Hawaii Cancer Consortium, Board member

Hawaii Business Roundtable, Board member

HMSA Foundation, Board member
EDUCATION

M.D. degree, Northwestern University Feinberg School of Medicine

Bachelor of Science, degree in Medicine, Northwestern University Honors program
QUALIFICATIONS

Dr. Mugiishi’s experience as the president and chief executive officer of a major, local healthcare insurance company provides him with extensive experience in an important local business and in a regulated industry, provides him with a wealth of experience in management, business, and finance.

Dr. Mugiishi’s role as president and chief executive officer Blue Cross Blue Shield Association’s Hawaii health insurance independent licensee gives him exposure to national issues that give him a broad perspective that he can bring to his role with First Hawaiian.

As a lifelong Hawaii resident and prominent Hawaii healthcare practitioner, Dr. Mugiishi has developed extensive local contacts and knowledge of our core market area.
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COMMITTEES

Risk

Compensation
[MISSING IMAGE: tm2134876d1_fc-kellypn.jpg]
Kelly A. Thompson
Age 54
[MISSING IMAGE: ic_tickknock-bw.gif]
 Independent Director since 2021
BACKGROUND
FIRST HAWAIIAN, INC.

Member of the Board of Directors (2021 to present)
FIRST HAWAIIAN BANK

Member of the Board of Directors (2021 to present)
WALMART, INC., a national retailer

Senior Vice President and Chief Operating Officer of Samsclub.com, a Walmart, Inc. subsidiary, and member of Sam’s Club Leadership Committee, responsible for e-commerce merchandising, business intelligence, marketing, supply chain and business operations (2017-2019, upon retirement)

Senior Vice President, Global Category Development, Global eCommerce (2015-2017)

Increasing levels of responsibility concluding as Senior Vice President, Merchandising, Planning and Marketplace for Walmart.com (2007-2014)
GAP, INC.

Various merchandising leadership roles (1997-2007)
OTHER ENGAGEMENTS

Current Director of a.k.a. Brands Holding Corp., a publicly traded direct-to-consumer fashion brands company based in San Francisco, California


Current Director of Bolt Threads, Inc.,Turtle Beach Corporation, a Sanpublicly traded global gaming accessory company in White Plains, New York, from 2019 to 2022
Francisco-based manufacturer and supplier of fabrics made from sustainable biomaterials
EDUCATION


Bachelor of Science degree in Biology, University of California, San Diego

Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute
QUALIFICATIONS


Ms. Thompson’s experience as the leader of the e-commerce division of SamsClub.com provides her with extensive knowledge and valuable experience with respect to the digital customer experience.


Ms. Thompson also brings to the Board insights into online sales and marketing through her diverse retail experience with SamsClub.com, Walmart, Inc. and Gap, Inc.


As the leader of a complex retail platform, Ms. Thompson provides the Board with substantial leadership and management skills.
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[MISSING IMAGE: ph_allenuyeda2-4c.jpg][MISSING IMAGE: ph_allenuyeda2-4c.jpg]
LEAD INDEPENDENT DIRECTOR
COMMITTEES


Compensation


Corporate Governance

and Nominating 
[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg][MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
 Risk [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
[MISSING IMAGE: tm2134876d1_fc-allenuyepn.jpg][MISSING IMAGE: fc_allenuyeda-pn.jpg]
Allen B. Uyeda
Age 72
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif]74

[MISSING IMAGE: ic_tickknock-bw.gif]
 Independent Director since 2016
BACKGROUND
FIRST HAWAIIAN, INC.


Lead Independent Director


Member of the Board of Directors (2016 to present)
FIRST HAWAIIAN BANK


Lead Independent Director


Member of the Board of Directors (2001 to present)

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


Member of the Board of Directors and Member of the Risk Committee (2012 to January 2019)
FIRST INSURANCE COMPANY OF HAWAII, a Honolulu-based property and casualty insurance company that, during the course of Mr. Uyeda’s leadership, became a subsidiary of Tokio Marine Holdings, Inc., a multinational insurance holding company listed on the Tokyo Stock Exchange


Chief Executive Officer (1995 to 2014)2014, upon retirement)
CONTINENTAL INSURANCE COMPANY, prior to its acquisition by CNA Financial Corporation, a public unified holding company for insurance entities


Vice President and Chief Financial Officer of the Agency and Brokerage Group
INTERNATIONAL PAPER, a public company with interests in paper-based packaging, paper and pulp industries


Management and financial analyst experience
JOHNSON CONTROLS, INC., a public company that provides batteries and builds efficiency services


Project Management and engineering experience
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

Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute
QUALIFICATIONS


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


Mr. Uyeda’s experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board.
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[MISSING IMAGE: ph_vanessa2-4c.jpg][MISSING IMAGE: ph_vanessawashington2-4c.jpg]
COMMITTEES

Compensation[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

Corporate
Governance and
Nominating

Risk
[MISSING IMAGE: tm2134876d1_fc-vaneswaspn.jpg][MISSING IMAGE: fc_vanessawashing-pn.jpg]
Vanessa L. Washington
Age 62
64
[MISSING IMAGE: ic_tickknock-bw.gif]
 Independent Director since 2020
BACKGROUND
FIRST HAWAIIAN, INC.


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


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


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

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 servicesresponsible for corporate, securities and real estate areaslegal services
OTHER ENGAGEMENTS


Current Director and Member of the Nominating & Governance and Compensation & Human Capital Committees of the Board of Directors of CSAA Insurance Exchange

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

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 twoa publicly traded corporations,corporation, provide her with valuable insights and perspective on a number of areas relevant to First Hawaiian.
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[MISSING IMAGE: ph_scottwo2-4c.jpg][MISSING IMAGE: ph_scottwo2-4c.jpg]
COMMITTEES

Audit[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]


Risk
[MISSING IMAGE: tm2134876d1_fc-scottwopn.jpg][MISSING IMAGE: fc_markmugiishi-pn.jpg]
C. Scott Wo
Age 55
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif]58

[MISSING IMAGE: ic_tickknock-bw.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 (2014 to present)
BACKGROUND
C.S. WO & SONS, LTD., his family’s home furnishings enterprise founded in 1909


Owner (1981 to present)
KUNIA COUNTRY FARMS, one of the largest aquaponics farms in the State of Hawaii


Partner/Manager (2010 to present)
COLUMBIA BUSINESS SCHOOL, New York City


Adjunct Professor of Management (2018 to present)
OTHER ENGAGEMENTS

Current 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.Dr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees.
BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
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 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.
Meetings
The Board met sevennine times in 2022.2023. 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 eight then-serving membersdirector nominees of the Board attended our 20212023 annual meeting of stockholders.
Director Independence
Our common stock is listed on NASDAQ and, as a result, we are subject to the corporate governance listing standards of the exchange. The NASDAQ corporate governance standards generally require a majority of independent directors on the board of
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directors and fully independent audit, nominating and compensation committees.
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Our Board consists of tennine directors, nineeight 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”). The Board has reviewed the independence of our current non-employee directors and has determined that each of Matthew J. Cox, W. Allen Doane,Michael K. Fujimoto, Faye W. Kurren, James S. Moffatt, Mark M. Mugiishi, 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 haveMr. Fujimoto has a material interest, particularly Foodland Super Market,Hawaii Planing Mill, Ltd., as well as dba HPM Building Supply, certain businesses in which Mr.Dr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, and certain businesses in which Dr. Mugiishi has a material interest, specifically, Hawaii Medical Service Association, 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. The Board also considered that Dr. Mugiishi serves as an executive officer of an entity on whose board of directors Mr. Harrison serves as Chairman, and has determined that this relationship does not affect our Board’s determination of director independence.
Board Leadership Structure and Qualifications
Chief Executive Officer and President

and Chairman of the Board
Robert S. Harrison

Lead Independent Director
Allen B. Uyeda
Director Nomination Process
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.
The Corporate Governance and Nominating Committee of our Board identifies potential director candidates and makes recommendations to the

Lead Independent Director
Allen B. Uyeda
Board regarding individuals qualified to become Board members.
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, expertise and expertise.personal characteristics. Among other factors, our Corporate Governance and Nominating Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. Diversity is also considered as part of the annual Board evaluation.
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CORPORATE GOVERNANCE AND BOARD MATTERS

When considering potentialIn recommending a nominee for election as a director candidates, our(or to fill a Board alsovacancy), the Corporate Governance and Nominating Committee considers each individual’s specific experience, background and education, including skills as described in the candidate’s:table on page 7, as well as the following Board-approved criteria:


character,professional background and expertise


judgment


diversity of viewpoints, background, experience and personal characteristics

skills, including financial literacy and


experience in the context of our needs and those of the Board.Board
The corporate governance guidelines of our Board require that the Corporate Governance and Nominating Committee take into account director qualifications exceeding those required under relevant securities rules and listing standards, including a nominee’s diversity characteristics and professional expertise.
The nine director nominees for election at our 2024 Annual Meeting bring to our Board a variety of different backgrounds, skills, professional and industry experience, and other attributes and perspectives that contribute to the overall diversity of our Board.
The corporate governance guidelines of our Board provide that the Board may, in its sole discretion, designate one of the independent directors as its lead director to preside over meetings of the Board held in the absence of any director who is also an executive officer and to have such additional responsibilities and authority as the Board may direct from time to time.
Currently, Robert S. Harrison serves as our Chief Executive Officer and President and as the Chairman of our Board, and Allen B. Uyeda has been designated to serve as the lead independent director of our Board.
Our Chief Executive Officer is generally in charge of our business affairs, subject to the overall direction and supervision of the Board and its committees, and is the only member of our management
team that serves on the Board. Our Board believes that combining the roles of Chairman of the Board and Chief Executive Officer and appointing a lead independent director is the most effective board leadership structure for us and that it provides an effective balance of strong leadership and independent oversight. Having one individual serve as both Chief Executive Officer and Chairman contributes to and enhances the Board’s 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, employees, regulators and other stakeholders in our business. The Board believes that combining the roles of Chief Executive Officer and Chairman of the Board also promotes timely communication between management and the Board on critical matters, including strategy, business results and risks, because of Mr. Harrison’s direct involvement in the strategic and day-to-day management of our business.
Stockholder Recommendations or Nominations.
The evaluation procedures described above apply to all candidates for director nomination, including candidates submitted by stockholders. Stockholders wishing to recommend a candidate for consideration by the Corporate Governance and Nominating Committee should submit the candidate’s name, biographical data and a description of their qualifications in light of the criteria listed above to First Hawaiian, Inc., c/o the Secretary, 999 Bishop Street, Honolulu, Hawaii 96813.
Stockholders wishing to nominate a director should follow the specific procedures set forth in our Bylaws.
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Committees of Our Board of Directors
The standing committees of our Board consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these committees are described below. Our Board may
also establish various other committees to assist it in its responsibilities.
The following table summarizes the current membership of the Board and each of its committees:
Committee Membership
Name
Independent(1)
AuditCompensationCorporate

Governance and

Nominating
Risk
Michael K. Fujimoto
Matthew J. Cox(2)[MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg][MISSING IMAGE: tm212424d3_icon-commmemberk.jpg] [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
W. Allen Doane
[MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg][MISSING IMAGE: tm212424d3_icon-commmemberk.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][MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
Faye W. Kurren
[MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg][MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-auditcommk.jpg][MISSING IMAGE: tm212424d3_icon-commmemberk.jpg] [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
James S. Moffatt
[MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg][MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
Mark M. Mugiishi
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.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-checkmarkpn.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][MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
Allen B. Uyeda [MISSING IMAGE: tm212424d3_icon-ledindpn.jpg]
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
Vanessa L. Washington
[MISSING IMAGE: tm212424d3_icon-redcheckpn.jpg][MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-commchairpn.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-checkmarkpn.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-auditcommk.jpg][MISSING IMAGE: tm212424d3_icon-commchairpn.jpg] [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
[MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg][MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
Chairman of the Board
[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg][MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
Committee Chair
[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg][MISSING IMAGE: tm212424d3_icon-commmemberk.jpg]
Committee Member
[MISSING IMAGE: tm212424d3_icon-ledindpn.jpg][MISSING IMAGE: tm212424d3_icon-ledindpn.jpg]
Lead Independent Director
[MISSING IMAGE: tm212424d3_icon-auditcommk.jpg][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.
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MEMBERS
 W. Allen Doane [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg] C. Scott Wo  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]


Michael K. Fujimoto

Faye W. Kurren

C. Scott Wo
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg][MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
All members of the Audit Committee are independent under NASDAQ listing standards.
[MISSING IMAGE: tm212424d3_icon-auditcommk.jpg][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.comunder the Investor Relations section.section.
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Audit Committee
Meetings in 2021:2023: 5
OVERVIEW
The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:


the integrityaudits of our financial statements and regulatory reporting;financial reporting processes;


our compliance with legal and regulatory requirements;


the appointment, dismissal, compensation, qualifications and independence of our independent auditors;


the performance of our internal audit function and independent auditors;


our systems of disclosure controls and procedures, as well as our internal controls over financial reporting; and


our compliance with our ethical standards.
KEY RESPONSIBILITIES


Appoints, oversees and determines the compensation of our independent auditors;


Reviews and discusses our financial statements and the scope of our annual audit to be conducted by our independent auditors and approves all audit fees;


Reviews and discusses our financial reporting activities, including our annual report, and the accounting standards and principles followed in connection with those activities;activities, and prepares our Audit Committee Report;


Pre-approves audit and non-audit services provided by our independent auditors;


Meets with management and our independent auditors to review and discuss our financial statements and financial disclosure;


Establishes and oversees procedures for the treatment of complaints regarding accounting and auditing matters;


Reviews the scope and staffing of our internal audit function and our disclosure and internal controls; and


Monitors our legal, ethical and regulatory compliance.
QUALIFICATIONS
Pursuant to the Audit Committee’s charter, the Audit Committee must:


consist of at least three members, all of whom are required to be “independent” under the listing standards of NASDAQ and meet the requirements of Rule 10A-3 of the Exchange Act; and


include at least one “audit committee financial expert.”
AUDIT COMMITTEE REPORT
The Audit Committee Report is on pages 72-7381-82 of this proxy statement.
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CORPORATE GOVERNANCE AND BOARD MATTERS

MEMBERS
 Matthew J. Cox(1)[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg] Vanessa L.     Washington [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]


Faye W. Kurren

Kelly A. Thompson

Allen B. Uyeda

Jenai S. Wall(1)

Vanessa L. Washington
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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.comunder the Investor Relations section.section.
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Compensation Committee
Meetings in 2021: 62023: 9
Meetings to date in 2022: 22024: 3
OVERVIEW
The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors.
KEY RESPONSIBILITIES


Reviews and approves our compensation programs and incentive plans, including those for our executive officers;


Reviews our overall compensation philosophy;


Prepares our Compensation Committee report, reviews and discusses with management our compensation discussion and analysis and recommends its inclusion in our annual proxy statement or report;


Reviews and approves director compensation and recommends to the Board any changes thereto;


Reviews our human resources strategies and programs

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


Oversees, in consultation with management, regulatory compliance with respect to compensation matters.
QUALIFICATIONS
Pursuant to the Compensation Committee’s charter and NASDAQ rules,listing standards, the Compensation Committee must:


consist of at least two members, and,


except under exceptional and limited circumstances, must consist solely of independent directors.
COMPENSATION COMMITTEE REPORT
The Compensation Committee Report is on page 6063 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 2021,2023, 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, Chief Human Resources Officer, develops recommendations regarding the appropriate mix and level of compensation for our NEOs (other than himself) while considering the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other NEOs. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.
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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 has had or 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.
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CORPORATE GOVERNANCE AND BOARD MATTERS

MEMBERS
 Allen B. Uyeda [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg][MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]


W. Allen DoaneJames S. Moffatt


Faye W. KurrenVanessa L. Washington
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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.section.
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Corporate Governance

and Nominating Committee
Meetings in 2021: 42023: 3
OVERVIEW
The Corporate Governance and Nominating Committee is responsible for:


ensuring an effective and efficient system of corporate governance by clarifying the roles of our Board and its committees;


identifying, evaluating and recommending to our Board candidates for directorships;


reviewing and making recommendations with respect to the size and composition of our Board;Board, including in respect of the characteristics, skills, experience and diversity of our Board;

reviewing and overseeing our corporate governance guidelines and for making recommendations to our Board concerning governance matters.matters;

reviewing our oversight practices and initiatives with respect to environmental, social and governance matters; and

overseeing our engagement with stockholders concerning corporate governance matters and related governance disclosures.
KEY RESPONSIBILITIES


Identifies individuals qualified to be directors consistent with our corporate governance guidelines and evaluates and recommends director nominees for approval by our Board;


Reviews Board committee assignments and makes recommendations to our Board concerning the structure and membership of Board committees;


Annually reviews our corporate governance guidelines and recommends any changes to our Board; and


Assists management with the preparation of the disclosure in our annual proxy statement regarding director independence and the operations of the Corporate Governance and Nominating Committee.Committee;

Reviews our oversight practices and initiatives with respect to environmental, social and governance matters; and

Oversees our annual stockholder engagement in connection with corporate governance matters and related governance disclosures.
QUALIFICATIONS
Pursuant to the Corporate Governance and Nominating Committee’s charter, the Corporate Governance and Nominating Committee must consist of at least three members, all of whom are independent under NASDAQ rules.listing standards.
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CORPORATE GOVERNANCE AND BOARD MATTERS

MEMBERS
 Allen B. Uyeda  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

James S.   Moffatt[MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

Michael K. Fujimoto


Mark M. Mugiishi

Kelly A. Thompson

Jenai S. Wall(1)

Vanessa L. Washington


C. Scott Wo
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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.section.
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Risk Committee
Meetings in 2021: 42023: 5
OVERVIEW
The Risk Committee assists the Board in fulfilling its responsibilities for oversight of our enterprise-wide risk management framework, including reviewing our overall risk appetite, risk management strategy and policies and practices established by management to identify and manage the risks we face.
KEY RESPONSIBILITIES


Reviews and approves our risk management framework, including a clearly articulated risk appetite statement;


Oversees significant credit policies and reviews and approves major changes to them;


Oversees significant policies and practices governing the management of market risk;


Annually approves the acceptable level of liquidity risk that we may assume in connection with our operating strategies;


Reviews consolidated reports on operational risk, including, to the extent available, key risk indicators;


Provides oversight responsibility and accountability for capital planning, and oversees and approves significant capital policies;


Reviews and approves the policies and procedures for stress testing processes; and


Evaluates and discusses summary information about stress test results to ensure that the stress tests are consistent with our risk appetite and overall business strategy.
QUALIFICATIONS
Pursuant to the Risk Committee’s charter, the Risk Committee must:


consist of at least three members, a majority of whom must not currently be employees at the Company or the Bank.
(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:


our safety and soundness,


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


ultimately, our long-term corporate success.
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.
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CORPORATE GOVERNANCE AND BOARD MATTERS

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


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


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


the performance of the Company’s internal audit function.
The Compensation Committee has primary responsibility for overseeing risks and exposures associated with our compensation policies, plans and practices regarding both executive compensation and the compensation structure generally.
Our Compensation Committee, in conjunction with our Chief Executive Officer, Chief Human Resources Officer and Chief Risk Officer and other members of our management as appropriate, as well as an independent compensation consulting firm, reviews our incentive compensation arrangements to ensure these arrangements are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees.
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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.
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Senior Management
Our senior management is responsible for:


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


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

Director Education
Our Board members participate in periodic training and continuing education programs. Management incorporates director input to develop board training opportunities that cover a broad range of topics to enhance and strengthen the skills, knowledge and competencies of directors, both individually and collectively. Topics covered during 2023 included corporate culture, artificial intelligence and
developments in capital markets for bank securities. Programs may feature presentations from internal and external speakers as well as site visits to key locations and regular meetings with management. In addition, directors are encouraged to avail themselves of educational programs offered through recognized independent providers.
Corporate Governance Guidelines and Code of Conduct and Ethics
Our Board has adopted corporate governance guidelines, which are accessible through our corporate website at www.fhb.com under the Investor Relations section, which set forth a framework within which our Board, assisted by Board committees, will direct the Company’s affairs. These guidelines address, among other 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” 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 corporate website at www.fhb.com under the Investor Relations section. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our 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:address below. Communications may be addressed to the Lead Independent Director or any specified director. Communications which are addressed to the Board,
an individual director or group of directors will be processed by the Secretary. Communications received that discuss business or other matters relevant to the activities of our Board, as determined by the Secretary, will be distributed to the addressees either in summary form or by delivering a copy of the communication.
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First Hawaiian, Inc.

c/o the Secretary

999 Bishop Street
Honolulu,
Hawaii 96813
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CORPORATE GOVERNANCE AND BOARD MATTERS

20212023 DIRECTOR COMPENSATION
The following table lists the individuals who received compensation in 20212023 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)
($)
Total
($)
Name
Fees Earned or
Paid in Cash
(1)
($)
Stock Awards(2)
($)
All Other
Compensation
(3)
($)
Total
($)
Matthew J. Cox$95,000$69,976$443$165,419W. Allen Doane37,33350,34787,680
W. Allen Doane112,00069,976443182,419Michael K. Fujimoto90,00069,9901,347161,337
Faye W. Kurren88,00069,9766,443164,419Faye W. Kurren90,00069,9907,347167,337
James S. Moffatt32,50053,68944386,632James S. Moffatt98,00069,9901,347169,337
Kelly A. Thompson32,50053,68944386,632Mark M. Mugiishi75,00069,9901,347146,337
Allen B. Uyeda160,25069,976443230,669Kelly A. Thompson85,00069,9901,347156,337
Jenai S. Wall85,00069,976443155,419Allen B. Uyeda134,00069,9901,347205,337
Vanessa L. Washington75,00069,9761,979146,955Vanessa L. Washington103,00069,9901,347174,337
C. Scott Wo90,00069,9761,443161,419C. Scott Wo114,66769,9901,347186,004
(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.For Mr. Doane, the amount shown reflects fees paid for service as a director of the Company prior to his retirement as a director and from the Audit Committee and the Corporate Governance and Nominating Committee effective at the 2023 annual meeting of stockholders.
(3)
(2)
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 20212023 pursuant to the First Hawaiian, Inc. Amended & Restated 2016 Non-Employee Director Plan. Awards generally vest and settle on the earlier of one year after grant or the date of the next annual meeting of stockholders. Aggregate restricted stock unit awards outstanding as of December 31, 20212023 are 2,5853,713 for each of Directors Cox, Doane,Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Wall, Washington and Wo, respectively, and 1,872 for each of Mr. Moffatt and Ms. Thompson.Wo.
(4)
(3)
For each of Directors Cox, Doane, Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Wall, Washington and Wo, “All Other Compensation” reflects a noncash gift valued at $1,347 provided to First Hawaiian Bank directors. SolelyFor Mr. Doane “All Other Compensation” also includes $49,000 for service as a director of the Bank, including fees for attendance at Bank committee meetings. 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 2021,2023, Pay Governance, the compensation consultant to the Compensation Committee analyzed the
competitive position of our director compensation 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 establisheddetermined not to make any changes to the director compensation program, set forth below, which is unchanged from the director compensation program for 2020 except as notedset forth below. The Compensation Committee intends to review its director compensation practices at least every third year.
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CORPORATE GOVERNANCE AND BOARD MATTERS
We provide the following compensation for non-employee members of FHI’s Board:
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT33

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Non-Employee Director Service
Annual Cash
Retainer

($)
Annual Equity
Compensation
Grant Value

($)
Attendance Fee
($)
Board member$65,000$70,000$
Supplemental Cash Retainers:
Chair of the Audit 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 Director35,000
Additional attendance fee:
Attendance at any meeting of any other committee
that may be constituted from time to time, including a
committee of the Bank’s board of directors
1,500
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 for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors.
Our Board adopted the First Hawaiian, Inc. 2016 Non-Employee Director Plan in 2016 and amended and restated such plan effective April 21, 2021. Equity awards granted to date under this plan have been in the form of restricted stock units that vest and settle in shares of our common stock within a period
of time after the grant date, subject to continued service (or upon an earlier change in control). Awards were granted in 20212023 to reflect service as a director for each director’s term as director commencing upon
election at the 20212023 annual meeting of stockholders 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 serve.Meeting. For 2021,2023, we granted 2,5853,713 shares of our common stock underlying restricted stock units to each of Directors Cox, Doane,Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Wall, Washington and Wo and 1,872 shares of our common stock underlying restricted stock units to each of Directors Moffatt and Thompson.Wo.
Stock Ownership Guidelines for Non-Employee Directors
To ensure alignment of interests of our non-employee directors with those of our stockholders, we adopted stock ownership guidelines. All non-employee directors are currently in compliance or within their window for compliance with these guidelines. For purposes of satisfying this ownership requirement, Common Stock that is deemed beneficially owned includes 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). Common Stock will not be deemed beneficially owned for purposes of the stock ownership guidelines if it (i) is subject to a lien, claim or other encumbrance, including for a margin loan or other pledging of stock as collateral for a loan; (ii) becomes subject to recapture; or (iii) is held in escrow or similar arrangement. Unvested restricted stock unit awards are deemed to be beneficially owned under the guidelines. The guidelines are as follows:
Position
Stock Ownership Requirement
Compliance Period
Non-employee directors
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5x annual cash retainer
The later of five years

from joining the

Board or October 20, 2026.
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EXECUTIVE
COMPENSATION
PROPOSAL 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Advisory Vote on the Compensation of our Named Executive Officers
Proposal


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,Pursuant to Section 14A of the Exchange Act, 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:
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1.PERFORMANCE

FOCUS
Establishes appropriate, yet challenging, performance goals for our incentive plans, including use of relative metrics, and implements plans that motivate leadership to achieve consistent, long-term performance
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2.RISK

MANAGEMENT
Encourages sustainable performance over time and discourages excessive risk-taking
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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
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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
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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.
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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.”
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Our Board recommends a vote FOR our executive compensation (an advisory, non-binding “say-on-pay” resolution).
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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis (“CD&A”) describes the 20212023 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 20212023 NEOs were:
ROBERT S.

HARRISON
RAVI MALLELAJAMES M.
MOSES
CHRISTOPHER L.
DODS
ALAN H.

ARIZUMI
LANCENEILL A.
MIZUMOTO
CHAR
RALPH M.

MESICK
(1)
MITCHELL E.
NISHIMOTO
LANCE A.
MIZUMOTO
(2)
Chairman, President and Chief Executive OfficerFormer Executive
Vice President
Chairman and Chief Financial Officer,
Finance Group
Vice Chairman and Chief Operating OfficerVice Chairman, Wealth Management GroupVice Chairman, Retail and Chief Lending Officer, WholesaleCommercial Banking GroupFormer Vice Chairman, Interim Chief Financial Officer, Finance Group and Chief Risk Officer, Risk Management GroupFormer Vice Chairman and Head of RetailChief Lending Officer, Wholesale Banking Group
(1)
Mr. Mesick served as Interim Chief Financial Officer, Finance Group until January 3, 2023, upon Mr. Moses’ assumption of that role, and separated from the Company and the Bank effective July 1, 2023.
(2)
Mr. Mizumoto separated from the Company and the Bank effective October 1, 2023.
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 7483. For information about Mr. Harrison, please see his biography in the “CorporateCorporate Governance and Board Matters―MattersDirector Nominees” section on page 1618 of this proxy statement.
2021 Business Performance
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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.
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*
Represents a non-GAAP measure. Please see Annex A for an explanation and reconciliation.
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Capital Highlights2023 Business Performance
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During a period of rising interest rates, we were able to grow loans and leases by $261.5 million, or 2%, year-over-year, while continuing to maintain excellent asset quality.

We were able to increase our net interest margin by 14 basis points, to 2.92% in 2023 from 2.78% in 2022.
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*
Represents a non-GAAP measure. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation and reconciliation.
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Capital Highlights
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We are committed to remaining well capitalized while returning excess capital to our stockholders.


In January 2022,2024, we announced that the Board of Directors adopted a stock repurchase program for up to $75.0$40 million during 2022.2024.*
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
12.39%$132.6M$0
Common Equity Tier 1 capital ratio at
December 31, 2023
In dividend payments; maintained
quarterly dividend at $0.26 per share
No common stock repurchased during 2023
*

The timing and amount of share repurchases are influenced by various internal and external factors.
Navigating the COVID-19 Pandemic2023 Compensation Summary
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:Annual Bonus Plan

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:2023 Metrics

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.
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Despite the ongoing business disruptions from COVID-19, we have maintained a healthy balance sheet and strong asset quality, and we are well positioned for interest rate increases. We continue
to serve as a source of strength for our communities and customers and believe we can prosper in the short- and long-term.
2021 Compensation Summary
Annual Bonus Plan
2021 Metrics


50% Core Net Income


20% Relative Efficiency RatioAsset Quality Metric


30% Individual Performance
2021
2023 Outcome


Core Net Income Metric Payout Factor: 0% of target

Asset Quality Metric Payout Factor: 150% of target

Relative Efficiency Ratio Metric Payout Factor: 114.3% of target


Individual CEO Performance Payout Factor: 110%105% of target


CEO Payout: 132%62% of target
Long-Term Incentive Plan
2021
2023 Vehicles


60% Performance Share Units


40% Restricted Stock Units
2021-2023
2023-2025 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 2021-2023 Performance Share Award Outcome


CEO (and NEO)NEO Payout Factor: 163.1%121.3% of target
For 2021,2023, consistent with its approach for 2020,in recent years, 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
42

Base Salary: 4% increase for 2022

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

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

Performance Award Metrics and Vesting: No changes

Share ownership guidelines remained at 6x base salary
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Our Compensation Philosophy
Philosophy
Our compensation program is aligned with short- and long-term Company performance and includes best practices designed to reflect sound corporate governance and support the following objectives:


Attract and retain highly qualified, motivated and experienced executives


Provide competitive total compensation opportunities including benefits and perquisitesthat are competitive


MotivatePay our executives to achieve consistent, long-termfor performance by linking elements of pay to challenging Company performance goalsbased on corporate and business unit measures


Link corporate compensation goals to the creationinterests of stockholder valuestockholders


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, while deploying excess liquidity into mainland loan growth


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 principlessustainable business practices
In setting long-term equity compensation targets and goals, the
The Committee sought to promote the achievement of performance targets, as well as the retention of key executives who are tasked with executing the corporate strategy. In our discussions with investors following our 2020 annual meeting of stockholders, some investors had questions about the 2019 change in the mix of the CEO’s long-term equity incentive compensation to 50% performance-based vesting and 50% time-based vesting. Accordingly, in 2021, after considering investor feedback, as well as the recommendations of its compensation consultant and CEO and other factors, the Compensation Committee determined to increase the performance-based portion of the CEO’s and the other NEOs’ long-term equity incentive compensation from 50% to 60% (awarded in the form of performance share units). This change returned the mix of performance-based and time-based vesting equity awards to approximately where it had been prior to the 2019 change, as the 2019 minimum 37.5% LTIP payout essentially functioned as 37.5% time-based vesting. In 2022, following strong say-on-pay support at the 2021 annual meeting of stockholders, and considering,also takes into account, among other factors, the recommendation of its compensation consultant, the voting results on the say-on pay proposal at our most recent annual meeting of stockholders and the views expressed by investors during our Fall 2021annual stockholder outreach,outreach. For 2023, after considering the recommendations of the compensation consultant and the CEO, the Compensation Committee elected to replace the relative efficiency ratio metric, which accounted for 20% of the target payout under the 2022 annual bonus plan, with an asset quality metric. The asset quality metric the Committee madeselected is (average non-performing assets plus loans and leases 90 days or more delinquent but still accruing) divided by (average loans and leases) (the “Asset Quality Metric”). The Compensation Committee felt that the Asset Quality Metric was especially important for 2023 in light of prevailing macroeconomic conditions and that, to some extent, efficiency performance would be reflected in the core net income metric that comprised 50% of the target payout under the annual bonus plan. 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 2023 annual meeting of stockholders, the Committee did not make any other changes to the long-term incentive program design.for 2023.
With respect to the performance-based component of long-term equity compensation, the Committee set relative performance targets tied to core return on tangible equity (ROATE) (70%) and core return on average tangible assets (ROATA) (30%). In choosing these metrics, the Committee wanted to promote the thoughtful allocation of capital and also sought to incentivize the return of excess capital. Financial institutions with high ROATEs generally are deploying their capital in a manner to generate strong returns, while returning to stockholders capital that does not generate robust returns. ROATA is a measure of risk management. To generate a competitive ROATA, management must be thoughtful
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about the types of assets placed on the balance sheet, balancing risk weightings of assets with expected returns. The Committee elected to use core measures of ROATE and ROATA to reward steady, enduring performance and to ensure that the management team was not unduly rewarded or penalized for one-time events, which often are outside of their control. The Committee believes the
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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.companies. 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 ratioasset quality 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 criticalimportant that management be mindful of efficiencyasset quality and risk management as it makes spending and investmentlending decisions. As a result, it prioritized these two objectives in setting annual bonus metrics. In addition, the Committee wanted to incentivize the CEO and the other NEOs to achieve individual performance goals set at the beginning of each year and, therefore, maintained an individual performance component in the annual bonus formula.
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20212023 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. In designing and administering the program for 2021,2023, the Committee focused on the following principles:
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1.PERFORMANCE FOCUSEstablishes appropriate, yet challenging, performance goals for our incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance
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2.RISK
MANAGEMENT
Encourages sustainable performance over time and discourages excessive risk-taking
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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
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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
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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 our performance-sensitive direct compensation structure, the Company has strong compensation governance practices. Over the past several years, we have refined many of our governance practices as a result of feedback obtained through our ongoing engagement with stockholders.
We believe that our executive compensation program includes key features that drive performance and avoids features we do not believe serve the long-term interests of our shareholders, as follows:
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     Practices We Employ
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     Practices We Avoid
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Substantial portion of pay in the form of variable, performance-based awards
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60% of long-term incentives in performance-based awards
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56% of CEO’s 2023 compensation was performance-based
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Stock ownership guidelines for our executives and non-employee directors
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Engage with stockholders on governance and compensation
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Double-trigger vesting for executive change-in-control payments
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Clawback policypolicies that appliesapply to cash and equity compensation
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Independent compensation consultant and independent Board Compensation Committee
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Annual risk assessment of compensation policies and program design
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Annual evaluation of our peer group to ensure ongoing relevance of each peer member
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Strong risk and control policies and consideration of risk management factors in making compensation decisions
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Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited
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No gross-up of severance payments or benefits for excise taxes
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No dividends paid on unearned performance units or shares
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No discounting, reloading or repricing of stock options without stockholder approval
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No automatic share replenishment (evergreen) provisions in any share-based plans
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No single-trigger vesting of equity-based awards held by executives upon change in control
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No new benefit accruals under executive pensions
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No multi-year compensation guarantees that could incentivize imprudent risk-taking
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Compensation Governance Process
Role of the Compensation Committee
The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors and sets compensation levels for executives and directors. Among other things, the Compensation Committee:


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


Reviews and approves our overall compensation 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


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


Oversees, in consultation with management, regulatory compliance with respect to compensation matters
The Compensation Committee annually reviews and approves the corporate goals relevant to the CEO’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’s performance evaluation conducted by the Board and makes recommendations to the Board regarding the CEO’s compensation based on that evaluation. The Compensation Committee considers compensation market data from the compensation peer group when determining the types and amounts of compensation for the CEO. The Board is responsible for approving the CEO’s compensation structure and amounts. Similar procedures are followed in determining the compensation for the rest of the NEOs, but the Compensation Committee takes into consideration recommendations made
by Mr. Harrison in setting the compensation for NEOs other than Mr. Harrison.
Role of the Chairman and Chief Executive Officer
Our Chairman and 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:


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 2021,2023, the Compensation Committee retained the services of Pay Governance LLC (“Pay 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 2021:2023:


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


Conducted a competitive market assessment of First Hawaiian’s non-employee director and executive compensation levels and 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


Administered the annual CEO performance evaluation on behalf of the Board of Directors
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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 director equity plan
Pay Governance provides the Company with annual executive market assessments and directorperiodic Board market assessments that include, but are not limited to, assessments of First Hawaiian’s financial performance and compensation programs relative to its peers and a review of equity compensation and Board and committee compensation. The annual executive and director compensation assessments provided by Pay Governance provide the Compensation Committee with a broad array of information from which to
assess the competitiveness of our compensation programs and serve as a foundation for compensation decisions.
Pay Governance also attends Compensation Committee meetings upon request. While the Compensation Committee considers input from Pay Governance when making compensation decisions,
the Compensation Committee’s final decisions reflect many factors and considerations.
During 2023, Pay Governance did not provide any additional services to the Company or the Bank other than providing advice or recommendations on the amount or form of executive and director compensation.
The Compensation Committee annually reviews the independence of its compensation consultant. TheIn 2023 the Compensation Committee considered First Hawaiian’s relationship with Pay Governance, assessed the independence of Pay Governance pursuant to NASDAQ and Exchange Act rules, and concluded that there are no conflicts of interest that would preclude Pay Governance from independently representing the Compensation Committee.
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 the banking industry deliver pay. However, we do not set the compensation of our executives to specifically target a precise percentile or range of compensation in the market. Rather, the market data is evaluated in conjunction with other factors, such as internal equity considerations, and individual performance and experience in role, in setting target compensation levels for our NEOs.
The Compensation Committee performedapproved the 2023 peer group in October 2022 based upon a review
recommendation from Pay Governance of the compensation provided by our peer group in
July 2020 for purposes of making compensation decisions for 2021.2023. We identified our 20212023 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 GROUPBased on this review, the Compensation Committee approved the removal of Webster Financial Corporation, Western Alliance Bancorporation and East West Bancorp due to their large total asset size and market capitalization relative to those of FHI. In addition, the Company approved the removal from the peer group of International Bancshares Corporation because their year-end reporting occurred too late in the cycle for us to factor their performance into our long-term LTIP calculations, which are based on our performance with respect to certain metrics relative to peer performance. The Compensation Committee also removed Great Western Bancorp, Inc., which was acquired by another institution. The Compensation Committee approved the addition of CVB Financial Corp. and WaFd, Inc. due to their financial alignment and West Coast focus.
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 – 5 removed
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
+ 2 added

Webster Financial Corporation

Western Alliance Bancorporation

East West Bancorp

International Bancshares Corporation

Great Western Bancorp, Inc.

CVB Financial Corp.

WaFd, Inc.

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The peer group used for benchmarking compensation in 2021for 2023 pay decisions consisted of the companies set forth in the table below:
20212023 COMPENSATION PEER GROUP


Bank of Hawaii Corporation


PacWestPacific Premier Bancorp


BankUnited, Inc.


PacWest Bancorp

Banner Corporation

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.CVB Financial Corp.


United Bankshares, Inc.


F.N.B. Corporation


Webster Financial CorporationWaFd, Inc.

Great Western Bancorp, Inc.

Western Alliance Bancorporation


Hope Bancorp


Wintrust Financial Corporation

International Bancshares Corporation
FIRST HAWAIIAN PERCENTILE RANKING VS. COMPENSATION PEER GROUP(1)
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(1)
As of December 31, 2022.
In October 2021, the Compensation Committee performed a review of the compensation peer group for purposes of making compensation decisions for 2022 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 addition of Pacific Premier Bancorp due to its strong financial alignment, more comparable performance and West Coast focus.
 –  1 removed+ 1 added

Synovus Financial Corp.

Pacific Premier Bancorp
In addition to data from the custom peer group, the Compensation Committee also reviews data from proprietary industry survey sources to gain a broader
perspective on pay levels and practices for specific positions, particularly positions below the NEO level.
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2023 CEO Compensation
The framework for the compensation of our CEO is based on a strong alignment with stockholder interests and a consistency with market practices. For 2021,2023, 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 20212023 to the average target 2022 pay mix for CEO’s of our peer group.
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TARGET PAY MIX
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For 2021,2023, 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 2021,2022, the Compensation Committee considered the Company’s performance results for fiscal year 2021,2022, 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 20212023 at $969,000.$1,037,993 and maintained the target bonus for 2023 at 100% of base salary. A significant portion of the CEO’s fiscal year 20212023 bonus was based on a formula, with 50% of the bonus opportunity tied to the achievement of core net income goals and 20% tied to the Asset Quality Metric. The remaining 30% is based on achievement of individual goals. The CEO received a 20212023 bonus award of $1,282,568,$638,366 representing 132%62% of his target award. For 2021,2023, the Compensation Committee maintainedincreased the target value of long-term equity
awards for the CEO at $2,000,000. from $2,000,000 to $2,300,000. For further discussion of the Compensation Committee’s rationale for its decisions regarding the CEO’s 20212023 bonus and 20212023 target long-term equity awards, see “— Key Components of Compensation.Compensation.
In 2021, 75%2023, 76% 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%and 52% of Mr. Harrison’s target total direct compensation was based on long-term performance, compared to
46% ofin line with such percentages for average peer group CEOs. The material elements of total direct compensation are base salary, annual cash incentives and equity incentives.
20212023 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 20212023 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
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stockholder viewpoint and ideas on how to enhance the transparency of our disclosure regarding our compensation program and strategy going forward.
Our 20212023 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%17.4% of our shares, accepted meetings with us.
Company Participants:


Executive Vice President, General Counsel and Secretary


Head of Investor Relations

Chief Risk Officer participated in one call
Feedback Received:


Stockholders generally were supportive of our overall compensation structure overall andstructure.
The Compensation Committee considers investor feedback, among other considerations, as it makes design decisions with respect to the compensation program.
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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.
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Key Components of Compensation
20212023 PAY ELEMENTS
[MISSING IMAGE: tm2134876d1-tbl_keycomppn.jpg][MISSING IMAGE: tb_keycomp-pn.jpg]
Base Salary
BASE SALARY
Base salaries for our NEOs are reviewed annually by our Compensation Committee following the completion of our fiscal year end. Occasionally, we may make adjustments to base salaries during the year in response to significant changes in an executive’s responsibilities or events that would
impactaffect the long-term retention of a key executive. Salaries are established at levels commensurate with each executive’s role and responsibilities, experience level, performance and relevant market data for similar roles.
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After reviewing all relevant items, the Compensation Committee approved the following base salaries for 2021,2023, effective March 2021:2023:
Named Executive OfficerBase Salary 2020
($)
Base Salary 2021
($)
% Change
from 2020 Salary
Named Executive Officer
Base Salary 2022
($)
Base Salary 2023
($)
% Change
from 2022 Salary
Robert S. Harrison$969,000$969,000
0%
Robert S. Harrison$1,007,760$1,037,9933.0%
Ravi Mallela460,000460,0000James A. Moses(1)475,000N/A
Alan H. Arizumi497,350497,3500Christopher L. Dods540,000575,0036.5
Lance A. Mizumoto433,500433,5000Alan H. Arizumi522,218537,8853.0
Ralph M. Mesick425,000425,0000Neill A. Char(1)475,000N/A
Mitchell E. Nishimoto370,475370,4750Ralph M. Mesick(2)682,000450,840(33.9)
Lance A. Mizumoto(2)455,175468,8303.0
(1)
Messrs. Moses and Char were not NEOs in 2022.
(2)
Messrs. Mesick and Mizumoto’s employment with the Company and the Bank terminated effective July 1, 2023 and October 1, 2023, respectively. Mr. Mesick relinguished the role of Interim Chief Financial Officer when Mr. Moses assumed that role in January 2023.
Annual Bonus Plan
We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the “Bonus Plan”). The following table sets forth information regarding each NEO’s target bonus award and the actual award received for 2021:2023:
Named Executive
Officer
2021 Target
Award
2021 Target Percent
of Salary
Actual Award
for 2021(1)
Actual %
of Target
Named Executive Officer
2023 Target
Award
2023 Target
Percent of Salary
Actual Award
for 2023
(1)
Actual %
of Target
Robert S. Harrison$969,000
100%
$1,282,568
132%
Robert S. Harrison$1,037,993100%$638,36662%
Ravi Mallela345,000
75%
James A. Moses356,25075195,93855
Alan H. Arizumi323,278
65%
439,657
136%
Christopher L. Dods431,25275301,87770
Lance A. Mizumoto281,775
65%
402,938
143%
Alan H. Arizumi349,62565244,73870
Ralph M. Mesick276,250
65%
370,175
134%
Neill A. Char308,75065185,25060
Mitchell E. Nishimoto203,761
55%
Ralph M. Mesick(1)293,0466579,12227
Lance A. Mizumoto(1)304,74065123,41941
(1)

Mr. Mallela, former Executive Vice PresidentMessrs. Mesick and Chief Financial Officer, Finance Group,Mizumoto’s employment with the Company and Mr. Nishimoto, former Vice Chairmanthe Bank terminated effective July 1, 2023 and HeadOctober 1, 2023, respectively, and Messrs. Mesick and Mizumoto received bonuses in accordance with the terms of Retail Banking Group, resigned from their positions with First Hawaiianrespective separation agreements, each dated June 28, 2023 (collectively, the “Separation Agreements”), which provided that each individual would be eligible to receive a discretionary bonus for 2023, pro rated for the portion of calendar year 2023 served, subject to the achievement of Company and accordingly, were not consideredindividual performance goals; provided that the Company agreed to recommend to the Compensation Committee that each individual met expectations on all individual performance metrics. The actual % of target calculation for bonusesboth individuals reflects the proration of the bonus for 2021.the portion of calendar year 2023 served.
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 Compensation Committee retains discretion to determine the final
award amount for each NEO. For 20212023 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:
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(1)

Individual metrics for other NEOs are described below.
(2)
Represents a non-GAAP measure. Please see Annex A for further explanation and a reconciliation.
The annual bonus plan uses Core Net Income as the primary performance metric (determines 50% of the annual bonus payout) to incentivize management to take actions that enhance core financial performance, rather
than actions that
would generate one-time, unrepeatable income realization. The Core Net Income metrics used to determine the 20212023 annual bonus awards are presented in the table below:
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<$197.437M
0%
Performance Level
FY2023
Core Net Income
($, in thousands)
Payout Factor as % of
Target Award
Attributable to
Core Net Income
Maximum (105% of Target)$289,452150%
Target$275,669100%
Threshold (95% of Target)$261,88650%
Below Threshold< $261,8860%
(1)

Payouts for results between the stated performance levels are interpolated on a straight-line basis.
The Core Net Income target is an absolute metric and is set by the Committee early in the fiscal year based on our budget, which is approved annually by the Board of Directors at its December meeting. The Committee selected a Core Net Income target for 2023 of $275.7 million.
We selected relative efficiency ratiothe Asset Quality Metric as a second financial performance metric for our 20212023 annual bonus payments (determines 20% of the annual bonus payout) to ensurereward the management team should it succeed in maintaining our high asset quality standards during a competitive cost structureperiod in which prevailing macro economic conditions might be expected to result in asset quality deterioration on a system-wide basis. The Asset Quality Metric we selected was (average non-performing assets plus performing
loans and effective returns on capital expenditures. leases 90 days or more delinquent) divided by (average loans and leases).The efficiency ratioasset quality goals used to determine 20212023 annual bonus payouts are presented in the table below:
RELATIVE EFFICIENCY RATIO VS.
COMPENSATION PEER GROUPASSET QUALITY METRIC
Performance
Payout Factor as a
% of Target Award
Attributable to
Efficiency Ratio(1)
75th percentile
150%
Median
100%
30th percentile
50%
<30th percentile
0%
Performance
Payout Factor as a
% of Target Award
Attributable to
Asset Quality Metric
(1)
0.50%150%
0.75%100%
1.00%50%
>1.00%0%
(1)

Payouts for results within the stated performance levels are interpolated on a straight-line basis.
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For 2021,2023, performance against the Company’s financial performance metrics werewas as follows:
Performance Level2021 Results% of Specific
Component Earned
Payout Factor as a
% of Target Award
Performance Level
2023 Results
($ in thousands)
% 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%
Core Net Income
(50% weight)

$248,854

90% of target
0%0%
Relative Efficiency Ratio
(20% weight)

52.76%

57th percentile of peer group
114.3%
23%
Asset Quality Metric
(20% weight)

0.12%
150%30%
Our NEOs are also evaluated on their individual performance, which determines 30% of the annual bonus payouts. Individual performance is evaluated across the following areas key to our business:


execution on strategic priorities


strategic planning and leadership


financial management


stockholder/investor relations


regulatory relations


talent management and organization effectiveness

leadership through a pandemic
The Chief Executive Officer evaluates the performance of each of his direct reports (including each of Messrs. Moses, Dods, Arizumi Mizumoto and Mesick)Char); and makes a recommendation to the Compensation
Committee on the individual payout factor for each NEO (other than himself). For the CEO, the Compensation Committee reviews the results of an individual performance assessment that solicits feedback from each director regarding the CEO’s performance within the six performance categories detailed above, as well as an overall qualitative performance assessment which may cover areas outside of the six categories.
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For 20212023 annual bonus payouts, each NEO’s performance was assessed during the first quarter of 2022.2024. The individual assessment considers the totality of the NEO’s performance, rather than
assigning weightings to each of the sevensix individual performance factor categories, and took the following into account when considering individual performance for 2021:2023:
Named Executive

Officer
Individual Performance Highlights(1)
Robert S. Harrison

Chairman, President and Chief Executive Officer


Outstanding 2021 financial performanceContinued strong operational and growth amidst extraordinary challengesrisk management results in a challenging banking environment:


Continuing strong net income performanceSteady, balanced loan growth


SolidStrong capital and liquidity positions

Excellent credit quality


Strong capital and liquiditySpearheaded significant advancements in executing the strategic plan, demonstrating substantial progress, particularly in prioritized digital initiatives


Continuing core fee income growthChampioned the “Culture Renovation” initiative, driving positive change and alignment with organizational goals, resulting in enhanced employee engagement and productivity


Outstanding leadershipFinalized the core conversion, resulting in navigating pandemic challenges, prioritizing the well-beingheightened customer experience and continued performance of employeessatisfaction, enriched employee experience, and supporting the community while ensuring high performance of essential banking functionsoptimized front-end processing


Continued strengthening ofServed as a prominent ambassador within the Company’s risk managementgeographical markets served by the Bank, exhibiting strong leadership, including board memberships, both locally in Hawaii 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 levelsnationally
Alan H. Arizumi
James M. Moses
Vice Chairman Wealth Management Groupand Chief Financial Officer


Drove record growth in wealth management revenueEnsured consistent, precise, and assets under administrationtimely reporting of financial performance and regulatory obligations


Implemented key digital transformationEstablished creative ways to maintain expense discipline and platform optimization initiativesdevelopment of better communication tools relating to the budgeting and strategic planning processes


Continued momentum towards achievement ofExecuted various transactions to improve future earnings and profitability metrics while reducing liquidity risk and managing capital
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Named Executive
Officer
Individual Performance Highlights(1)
Christopher L. Dods
Vice Chairman and Chief Operating Officer

Effectively guided and completed the Enterprise Organizational Alignment initiative driving staffing efficiencies and improved organizational structure to support the Bank’s strategic business development and segmentation initiativesdirection


ExcelledRevamped and executed protocols and governance structures to steer the Bank’s strategic initiatives towards delivering short-term gains and long-term value

Established a comprehensive framework for enterprise planning, prioritization, sequencing and alignment to more accurately assess strategic needs in employee engagement, leadership development for emergingrelation to available resources

Enhanced the overall customer banking experience by converting to a new online banking platform that offers additional features and advanced leaders,expanded accessibility

Drove operational efficiencies reducing back office operational expenses, automation of manual workstreams, and management successionimproved internal customer workflows
Lance A. Mizumoto
Alan H. Arizumi
Vice Chairman, and Chief Lending OfficerWealth Management Group


Exceeded loanExpanded financial wellness initiatives to all markets and deposit growth targets during continued challenging economic conditionsgrew Assets Under Administration (AUA) by $2.1 billion


Developed a comprehensive strategic plan focusing on digital transformation, market growthAchieved record-breaking levels of non-interest income and enhanced internal/external partnerships, talent management and market growthgross contributions, surpassing budget projections


Collaborated with partnerships throughout the bankIncreased productivity and competitiveness by implementing digital technology tools to strengthen process improvement initiativesstreamline processes, enhance efficiency and improve accessibility


Continued emphasisCultivated a high-performance culture centered on continuous learning, a growth mindset, leadership succession for emergingdevelopment, innovation and advanced leadersaccountability

Concluded Phase 1 of the Culture Shaping initiative under the Bank’s Enterprise Strategic Plan
Ralph M. Mesick
Neill A. Char
Vice Chairman, Retail and Chief Risk OfficerCommercial Banking Group


LedImplemented various technological enhancements and tools within the centralization of underwriting support for commercial bankingretail space to improve the customer experience, banker engagement, retention, career pathing and succession planning


Continued to strengthenManaged and led the Company’s comprehensive model risk program with an enhanced risk assessment programLahaina Fire crisis response, ensuring staff safety, arranging shelter, mobilizing emergency supplies and resources, deciding strategic directions and providing community support


Established an enterprise-wide risk modeling program, data supportMaintained commercial loan growth and data mapping strategy

Drove several process optimization initiatives to improve efficiencies throughoutdeposit balances amidst the Company, including the transition to a new credit analyticsuncertainties and risk monitoring platformcomplex challenges stemming from external challenges
(1)

Mr. Mallela, former Executive Vice PresidentMessrs. Mesick and Chief Financial Officer, Finance Group,Mizumoto’s employment terminated during 2023, and Mr. Nishimoto, former Vice ChairmanMessrs. Mesick and HeadMizumoto received bonuses in accordance with the terms of Retail Banking Group, resigned from their positions with First Hawaiianthe Separation Agreements, which provided that each individual would be eligible to receive a discretionary bonus for 2023, pro rated for the portion of calendar year 2023 served, subject to the achievement of Company and accordingly, were not considered for bonuses for 2021.individual performance goals; provided that the Company agreed to recommend to the Compensation Committee that each individual met expectations on all individual performance metrics.
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Long-Term Equity Awards
Our NEOs and certain other employees receive grants of long-term, equity incentive compensation. These awards include equity-basedperformance-based awards under the First Hawaiian, Inc. Long Term Incentive Plan (the “LTIP”) and awards that vest over a period of time. The Compensation Committee sets performance goals under the LTIP for overlapping three-year performance periods. In 2021,2023, the Compensation Committee decided to grant LTIP awards in the form of performance share units. In addition, the Compensation Committee decided to grant time-based restricted stock units under the Omnibus Plan. This approach was similaridentical to the approach we utilized in 2020, except that we elected to award performance share units and restricted stock units in 2021 in lieu of2022. For 2023, as was the performance share awards and restricted share awards utilized in 2020. For 2021,
case for 2022, 60% of equity awards consisted of performance share units and 40% consisted of restricted stock units, compared to 50% performance share awards and 50% restricted share awards in 2020.units.
Performance Share Units
The performance share units awarded for the 2021-20232023-2025 LTIP cycle (the “2021-2023“2023-2025 LTIP Awards”) provide 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:

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EXECUTIVE COMPENSATION

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. Using the weightings presented above, ROATE, ROATA and TSR will be measured using the same performance schedule with the following associated payout factors:
ROATE(1) AND ROATA(2) VS.

COMPENSATION PEER GROUP(3)
Performance
% of Target Award(3)
75th percentile or higher
200%
Median
100%
30th percentile
50%
<30th percentile
0%
(1)

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

ROATA is defined as the ratio of core net income to average tangible assets for FHI and reported net income to average total tangible assets for the peer group.
(3)

Payouts for results within the stated performance levels are interpolated on a straight-line basis.
TSR VS. KBW REGIONAL BANK INDEX(1)
Performance
Modifier(1)
75th percentile or higher
+25%
Median0
30th percentile or lower
-25%
(1)

Payouts for results within the stated performance levels are interpolated on a straight-line basis.
No LTIP awards will be earned at greater than 200% of target. Accordingly, if the resulting payout factor based on performance against the ROATE and ROATA metrics and the TSR modifier exceeds 200% of target, the payout will be reduced to 200% of target. Additionally, if First Hawaiian’s absolute TSR over the three-year performance period is negative, there can be no upward adjustment using the TSR modifier. TSR will be calculated assuming the reinvestment of dividends and using a 30-day trading average to establish starting and ending share prices.
The Compensation Committee believes this approach appropriately measures long term performance, is well aligned with the interests of stockholders and provides balance between financial results and TSR.
Restricted Stock Units
Additionally, for 20212023 the Compensation Committee approved grants of restricted stock units to all NEOs that vest in equal annual installments over a three-year period.
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20212023 NEO Long-Term Equity Awards
The following awards were granted in 20212023 to the NEOs:
Named Executive OfficerNumber of Performance
Share Units
Number of Restricted
Stock Units
Total Grant Date Fair Value(1)
($)
Named Executive Officer
Number of Performance
Share Units
Number of Restricted
Stock Units
Total Grant Date Fair Value(1)
($)
Robert S. Harrison40,92727,285$1,999,976Robert S. Harrison51,64634,431$2,299,977
Ravi Mallela15,24410,163669,982James M. Moses15,04410,030669,977
Alan H. Arizumi6,2564,172274,987Christopher L. Dods15,71810,479699,984
Lance A. Mizumoto7,3944,930324,984Alan H. Arizumi6,7364,491299,985
Ralph M. Mesick11,3767,584499,975Neill A. Char6,7364,491299,985
Mitchell E. Nishimoto4,3232,882189,996Ralph M. Mesick9,5436,362424,982
Lance A. Mizumoto7,2984,865324,995
(1)

The amounts in this column represent the grant date fair value, assuming target performance for the 2021-20232023-2025 LTIP Awards, as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
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Results of 2019-20212021-2023 LTIP Performance Cycle
In 2019,2021, the Performance Share Unit Awards granted to the NEOs were based on two metricsROATE and ROATA plus a TSR modifier, the achievement of which resulted in a payout of 163.1%121.3% of target shares awarded. The calculation of the 163.1% earnout isawarded, as 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: Percentile: 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 2354.38%
Percentile
Rank: 81.8%
(200.0%
Achieved)89th
140.0140% of
Target
Unmodified
Results:
161.7%
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%3.36%
Rank: #9 out of 23Percentile:
Percentile
Rank: 63.6%
(154.5% Achieved)39th
46.421.7% of Target
Unmodified
Results:
186.4%
Relative Total Shareholder Return (TSR) Modifier
75th Percentile or higher: 125% (25% increase) Percentile: x125%
50th Percentile: 100% (no adjustment)x100%
30th Percentile: 75% (25% decrease)x75%
FHI TSR:
21.74%
Rank: #28 out
of 46(4.59)%
Percentile
Rank: 40thPercentile:
28th
87.5
x75%
Modified Results:163.1%
54121.3%
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As a result of this performance, the NEOs earned the following Performance Share Unit Awards for the 20192021 to 20212023 performance cycle:
Named Executive Officer
Number of Performance

Share Awards Earned
Robert S. Harrison60,31749,644
Ravi MallelaJames M. Moses
(1)
Alan H. ArizumiChristopher L. Dods6,7866,431
Lance A. MizumotoAlan H. Arizumi9,0477,588
Ralph M. MesickNeill A. Char6,0315,243
Mitchell E. NishimotoRalph M. Mesick(1)
3,467(2)
11,499
Lance A. Mizumoto(1)8,220
(1)

Mr. Mallela’s award wasPortions of these awards granted to Messrs. Mesick and Mizumoto were forfeited in connection with his resignation in January 2022.
(2)
Reflects pro rated vesting at target basedtheir terminations of employment on Mr. Nishimoto’s service through his retirement in 2021.July 1, 2023 and October 1, 2023, respectively. See “—Employment Agreements, Offer Letters and Severance Payments”).
Employment Agreements, and Offer Letters and Severance Payments
Employment Agreement with Mr. Harrison
We previously entered into an employment agreement with Mr. Harrison, which became effective on January 1, 2012. The agreement was for an initial term of two years with automatic one-year extensions at the end of each year unless notice of termination is provided. During the initial term of the agreement, Mr. Harrison served as President and Chief Executive Officer, reporting to the board of directors of First Hawaiian Bank and the Chief Executive Officer of BancWest. Mr. Harrison has since been named
Chairman and President and he continues to serve as Chief Executive Officer of First Hawaiian.
Material terms of the employment agreement include an annual base salary, participation in the Bonus Plan and annual equity awards, including performance-and time-vesting equity, as may be established by the Committee.
Mr. Harrison’s employment agreement also includes severance benefits, which have since been replaced by his participation in the First Hawaiian,Inc Inc. Amended and Restated (the “Executive Severance Plan”) as described under “Executive Compensation—
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Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below.
The employment agreement also contains:
(i)

a confidentiality provision that applies during the term of employment and for one year following any termination of employment,
(ii)
(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-solicitation provision that applies during the term of employment and for one year following any termination of employment.
Offer Letter with Mr. MallelaMoses
On July 25, 2018, weIn connection with his appointment as Vice Chairman and Chief Financial Officer of the Company and the Bank, Mr. Moses entered into an offer letter with Mr. Mallela. Pursuant to the letter agreement, Mr. Mallela was an “at will” employee and served as Executive Vice President, Chief Financial Officer and Treasurer of the Company and the Bank.
Material terms of theon December 14, 2022. Mr. Moses’s offer letter (after reflecting updates to compensation amounts through 2021) include:

an annualprovides for a base salary 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;

participation in the Bonus Plan with$475,000 and an annual bonus equal to 75% of Mr. Mallela’s annualhis base salary for 2021;

participation2023, subject to the achievement of performance goals, and based on a target of 75% of base salary for future years. Mr. Moses is eligible to participate in the LTIP, with awards to be determined by the Compensation Committee;
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EXECUTIVE COMPENSATION

Company’s Long-Term Incentive Plan and was granted an award valued at $670,000 for the 2023-2025 performance period, in the form of Company restrictedperformance 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 were grossed up in 2019, subject to repayment of 100% (up to a maximum of  $30,000), 75% (up to a maximum of  $22,500) or 50% (up to a maximum of  $15,000) of these relocation benefits if he resigns within one year, two years or three years of his hire date, respectively.
Effective January 7, 2022, Mr. Mallela resigned from his positions with the Company and the Bank. In connection with his resignation, Mr. Mallela did not receive any severance and forfeited his outstanding unvested equity awards.restricted stock units. In addition, Mr. Mallela did not earnMoses became entitled to a bonus for 2021.one-time sign-on cash award of $700,000 upon joining the Company, of which $500,000 was paid on the first regularly scheduled pay date following the commencement of employment. The remaining $200,000 was paid in the form of restricted stock units that vest 50% on the first anniversary of his employment start date and 50% on the second anniversary of his employment start date. Mr. Moses is entitled to a relocation allowance of $100,000, which will be grossed up, will receive an annual $7,200 automobile allowance and will be eligible to participate in the Company’s benefit plans, including the Executive Severance Plan.
Payments to Mr. Nishimoto’s RetirementMesick in Connection with Termination of Employment
Effective July 1, 2021,2023, Mr. Nishimoto retiredMesick was terminated by the Company without Cause (as defined in the
Executive Severance Plan) from his positions with the Company and the Bank. Mr. Nishimoto’s retirement entitled him to severance benefits in connection withMesick’s termination of employment constituted a resignation for Good Reason following a change in responsibilitiesqualifying termination under the Executive CICSeverance Plan, (as defined below) and he thus was entitled, subject to his execution and non-revocation of a release of claims, to payments and benefits thereunder in an amount equal to $1,127,527, which represents the sum of $1,159,968, which equal one times(i) Mr. Nishimoto’sMesick’s highest base salary earned during 2020, 2021 and 2022 plus (ii) the average bonus payments actually received by Mr. Mesick for 2021 and 2022, payable in a lump sum within 15 days following the date on which the last dayrelease became effective and irrevocable. Mr. Mesick’s termination of employment also constituted a retirement under the terms of the month following his resignation. In addition,Omnibus Plan and, accordingly, (i) Mr. Nishimoto’sMesick’s 2021-2023 LTIP Award remainedvested at actualperformance, prorated based on the portion of the performance period served, (ii) Mr. Mesick’s 2022-2024 LTIP Award and 2023-2025 LTIP Award remain outstanding and eligible to vest based on achievement of performance;performance targets; provided that the earned awardawards will be pro rated based on his service from the beginning of the performance period through his retirement date. In addition,date and (iii) a pro rated portion of Mr. Nishimoto’sMesick’s outstanding performance share awards, restricted stock unit awards and restricted stock awards vested upon his retirement date. In addition, in accordance with his Separation Agreement, Mr. Mesick received a 2023 bonus in the amount of $79,122, which reflected Mr. Mesick’s achievement of Company and individual performance goals, with such bonus pro rated for the portion of calendar year 2023 served. Pursuant to the terms of the Executive Severance Plan, Mr. Mesick will be bound by non-competition, non-disclosure, non-disparagement and non-solicitation of employees and customers covenants for 12 months following termination of employment.
Payments to Mr. Mizumoto in Connection with Termination of Employment
Effective October 1, 2023, Mr. Mizumoto was terminated by the Company without Cause (as defined in the Executive Severance Plan) from his positions with the Company and the Bank. Mr. Mizumoto’s termination of employment constituted a qualifying termination under the Executive Severance Plan, and he thus was entitled, subject to his execution and non-revocation of a release of claims, to payments and benefits thereunder in an amount equal to $842,299, which
58
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

EXECUTIVE COMPENSATION
represents the sum of (i) Mr. Mizumoto’s highest base salary earned during 2020, 2021 and 2022 plus (ii) the average bonus payments actually received by Mr. Mizumoto for 2021 and 2022, payable in a lump sum within 15 days following the date on which the release became effective and irrevocable. Mr. Mizumoto’s termination of employment also constituted a retirement under the terms of the Omnibus Plan and, accordingly, (i) Mr. Mizumoto’s 2021-2023 LTIP Award vested at actual performance,prorated based on the portion of the performance period served, (ii) Mr. Mizumoto’s 2022-2024 LTIP Award and 2023-2025 LTIP Award remain outstanding and eligible to vest based on achievement of performance targets; provided that the earned awards will be pro rated based on his service from the beginning of the performance period through his retirement date and (iii) a pro rated portion of Mr. Mizumoto’s outstanding restricted stock unit awards vested upon his retirement date. In addition, in accordance with his Separation Agreement, Mr. Mizumoto received a 2023 bonus in the amount of $123,419, which reflected Mr. Mizumoto’s achievement of Company and individual performance goals, with such bonus pro rated for the portion of calendar year 2023 served. Pursuant to the terms of the Executive Severance Plan, Mr. Mizumoto will be bound by non-competition, non-disclosure, non-disparagement and non-solicitation of employees and customers covenants for 12 months following termination of employment.
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”),
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”) 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. All NEOs are eligible for such First Hawaiian matching contributions.
First Hawaiian, Inc. Future Plan
Effective May 16, 2016, we adopted the First Hawaiian, Inc. Future Plan (the “Future Plan”). The Future Plan is a money purchase plan that is designed to help eligible employees build long-term savings through First Hawaiian contributions toward retirement. Under the Future Plan, First Hawaiian contributes an amount equal to 2.5% of an eligible employee’s base salary and any incentive compensation payments, excluding LTIP awards, subject to applicable IRS limits. Employees may direct how contributions will be invested. Contributions are made each calendar quarter to a Future Plan account that is held in the name of each participant. Employees vest ratably in the plan, over five years of service with First Hawaiian, or upon death, disability (as defined in the Future Plan) or attainment of age 65. All NEOs participate in the Future 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 Hawaiian, Inc. DCP”) effective December 13, 2016 for First Hawaiian participants. We also maintain the First Hawaiian Bank Deferred Compensation Plan (the “First Hawaiian Bank DCP”) and the First Hawaiian, Inc. Supplemental Executive Retirement Plan (the “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,Moses, Dods, Arizumi, MizumotoChar, Mesick and NishimotoMizumoto participate in the First Hawaiian, Inc. DCP. Messrs.Mr. Arizumi and Nishimoto received a retirement contribution under the First Hawaiian, Inc. DCP for 2021.2023. Under the First Hawaiian Bank DCP, participating employees may defer a portion of their base salary 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
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT59

EXECUTIVE COMPENSATION
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 2021,2023, Messrs. Harrison, Mallela,Moses, Dods, Char, Mesick and Mizumoto and Mesick received an executive retirement contribution under the First Hawaiian Bank DCP equal to 7.5% of base salary and any incentive compensation payments, excluding LTIP awards. Such retirement contributions vest over five years of service with First Hawaiian Bank with automatic vesting upon attainment of age 65, disability or death prior to termination of employment. Executive retirement contributions are paid in either a lump sum or annual installments, as elected by the executive.
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 he 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 Company contributions to benefits received pursuant to other retirement plans, including, among others, the 401(k) Plan, the Future Plan, and
50% of an executive’s 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 in control of the company,FHI,” 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 in control of a bank subsidiary”the Company” any amounts
credited to accounts of participants in each respective plan who are employees of that bank subsidiaryFirst Hawaiian Bank that have not previously been contributed to a trust are required to be contributed.
Change in control of the companyCompany,” as used in the First Hawaiian, Inc. DCP, and the SERP, generally means:
(i)

any person, other than BNPP, anyan affiliate of BNPP or atrustee or other fiduciary holding shares under an employee benefit plan, becomes the beneficial owner, directly or indirectly, 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:
(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. and its subsidiaries.
Change in control of a bank subsidiaryBank Subsidiary, as used in the First Hawaiian, Inc. DCP, generally means:
(i)

any person, other than BNPP, anyan affiliate of BNPP or atrustee or other fiduciary holding shares under an employee benefit plan, becomes the beneficial owner, directly or indirectly, 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

(ii)
EXECUTIVE COMPENSATION
(ii)
a merger or consolidation of either First Hawaiian Bank, or Bank of the West, as a result of which either:which:
(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
60
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

EXECUTIVE COMPENSATION
outstanding immediately after such transaction, or
(iii)
(iii)
the sale of all or substantially all of the assets of either First Hawaiian Bank or Bank of the West.and its subsidiaries.
Insurance Plans
Our NEOs participate in a variety of insurance plans, including a group variable universal life
insurance policy, an individual disability insurance policy and 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
Stock Ownership Guidelines
We maintain robust stock ownership guidelines to ensure the interests of our executives and non-employee directors align with those of our stockholders, which were most recently revised for senior management in February 2019 and again in February 2021 and for our non-employee directors
in October 2021. Covered
persons have five years from the most recent applicable amendment of the revised guidelines, or the date the policy or amendment becomes applicable to them, to attain the required ownership levels. All directors and officers subject to this policy are currently in compliance or within their window for compliance with this policy.
The revised guidelines are as follows:
Position
Stock Ownership Requirement
Compliance Period
CEO[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][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][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][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][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 to 6x base salary. At such time, the Board determined to maintain the February 27, 2024 compliance deadline for the CEO to achieve the 5x ownership level and provided until February 24,27, 2026, which is five years following the 2021 revision, for the CEO to achieve the 6x ownership level.
(3)

On October 20, 2021, the Board revised the stock ownership guidelines to increase the stock ownership requirement for non-employee directors from 3x 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 STATEMENTUnvested performance shares, performance share units for which actual company performance has not been certified and unvested or vested stock options (or any portions thereof) do not count towards satisfaction of the stock ownership guidelines.

EXECUTIVE COMPENSATION
Shares that count toward satisfaction of the guidelines for non-employee directors include
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT61

EXECUTIVE COMPENSATION
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 window Under the applicable guidelines for compliance with these guidelines.officers and for directors, Common Stock will not be deemed beneficially owned for purposes of the stock ownership guidelines if it (i) is subject to a lien, claim or other encumbrance, including for a margin loan or other pledging of stock as collateral for a loan; (ii) becomes subject to recapture; or (iii) is held in escrow or similar arrangement.
Clawback PolicyPolicies
We maintain a clawback policy, amended and restated effective December 1, 2023 (the “A&R Clawback Policy”), that covers all cash and equity incentive compensation.compensation (including without limitation all time-based incentive awards) received by any employee who participates in an incentive compensation plan sponsored by the Company. The policyA&R Clawback Policy provides for a three-year lookback and, subject to the Compensation Committee’sCommittee discretion, First Hawaiian mayto recover all or part of cash, equity-based or other incentive compensation that has been paid or will be paid due to financial restatement inaccurate calculation(other than with respect to current and former executive officers (as defined in Rule 10D-1 of incentive compensation,the Exchange Act)), individuals operating outside First
Hawaiian’s risk policies and employees committing ethical misconduct.
In December 2023, the Company adopted an additional clawback policy (the “Mandatory Clawback Policy”) regarding accounting restatements in
connection with the SEC’s adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding Nasdaq listing standards. The Mandatory Clawback Policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws.
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, that prohibits pledging Company stock as collateral for a loan. This includes the use of a traditional margin account with a broker dealer unless the Company stock is treated as non-marginable by the broker dealer. In addition, 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
When compensation matters are reviewed by the Compensation Committee, the Committee considers the anticipated tax and accounting treatment of various payments and 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 employees.” Prior to our 2020 annual meeting of stockholders, we were eligible for transition relief from the application of Section 162(m) with respect to certain compensation provided pursuant to a plan or agreement that
existed during the period in which we were not publicly held. Such transition relief ceased to apply to First Hawaiian following 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, even if certain payments thereunder are not deductible under Section 162(m).
Assessing Risk in Our Compensation Programs
The Compensation Committee has evaluated our compensation policies and practices in place in 2021 2023
and has concluded that none of the Company’s incentive plans were likely to motivate behavior that
62
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

EXECUTIVE COMPENSATION
would result in a material adverse impact to the Company. The potential risks identified through the Committee’s risk assessment process were determined to be effectively mitigated through:


established risk controls,


leadership oversight, and


the culture of proactive risk management.
In addition, the Company’s management engaged a third-party consulting firm to review the Company’s incentive plans for their potential to introduce problematic risk to the organization. The consulting
firm undertook an in-depth review of incentive programs in 20202022 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 20212023 with a focus on new plans or changes to existing plans. The consulting firm reached the same conclusions as in 2020.2022. 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 July 1, 2019, with associated tax reimbursements discontinued. As such, no future contributions will be made, nor benefits accrued, including service credit.
However, the value of Mr. Harrison’s compensation related to his SERP account as set forth in our Summary Compensation Table may change year-over-year. Specifically, the Summary Compensation Table reflects the change in net present value of Mr. Harrison’s SERP benefits year-over-year, which is driven by changes in market-based discount rates and actuarial assumptions. For example,In 2021 and 2022, the “Changeannual change in Pension Value and Nonqualified Deferredpension value was negative for
Compensation Earnings” columnMr. Harrison. However, SEC rules do not provide for inclusion of negative pension amounts in the Summary Compensation Table shows a significant increaseTable. In 2023, the annual change in thepension value ofwas positive for 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. Harrison.
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, 20202021, 2022 or 2021,2023, and no SERP benefits will be paid to Mr. Harrison until after his retirement from First Hawaiian.
Name
YearReported Total
from Summary
Compensation
Table ($)
Reported Adjustment
for Positive Change in
Pension Value ($)
Reported Total
Adjusted to Exclude
the Pension Value

($)
Robert S. Harrison2023$5,366,855$1,142,308$4,224,547
20224,551,1354,551,135
20214,427,8134,427,813
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed the CD&A as required by Item 402(b) of Regulation S-K and discussed it with the Company’s 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
Matthew J. Cox, Chairman
Vanessa L. Washington, Chair
Faye W. Kurren
Kelly A. Thompson
Allen B. Uyeda
Jenai S. Wall
Vanessa L. Washington
60FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
63


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, 2021, 20202023, 2022 and 2019.2021.
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
Name and Principal Position
YearSalary
Bonus(1)
Stock
Awards
(2)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(3)
All Other
Compensation
(4)
Total
Robert S. Harrison
Chairman, President and Chief
Executive Officer
2021$969,000$1,282,568$1,999,976$$$176,269$4,427,813
Robert S. Harrison
Chairman, President and Chief
Executive Officer
2023$1,032,954$638,366$2,299,977$1,142,308$253,250$5,366,855
2020965,833566,4771,999,9841,874,412244,7995,651,50520221,001,3001,310,0881,999,986239,7614,551,135
20191,137,5001,034,1701,999,9871,655,489184,5226,011,6682021969,0001,282,5681,999,976176,2694,427,813
Ravi Mallela
Former EVP and Chief Financial
Officer(6)
2021460,000669,98287,8411,217,823
James M. Moses
Vice Chairman and Chief Financial
Officer
2023475,304195,938669,97761,6061,402,825
2020458,333205,137669,976100,1011,433,547
Christopher L. Dods
Vice Chairman and Chief Operating Officer
2023569,169301,877699,984145,7281,716,758
2019450,000372,475669,99788,8591,581,3312022525,000556,875649,996119,2231,851,094
Alan H. Arizumi
Vice Chairman, Wealth
Management Group
2021497,350439,657274,987113,4511,325,445
Alan H. Arizumi
Vice Chairman, Wealth
Management Group
2023535,274244,738299,985145,3461,225,343
2020496,125198,686274,994123,6261,093,4312022518,073466,732274,986135,2501,395,041
2019488,333376,986225,000122,0601,212,3792021497,350439,657274,987113,4511,325,445
Lance A. Mizumoto
Vice Chairman and Chief Lending
Officer, Commercial Banking Group
2021433,500402,938324,984106,8771,268,299
Neill A. Char
Vice Chairman, Retail and
Commercial Banking Group
2023475,000185,250299,985129,4501,089,685
2020432,083164,726324,993113,3181,035,120
Ralph M. Mesick
Former Vice Chairman, Interim Chief Financial Officer, Finance Group and Chief Risk Officer, Risk Management Group(5)
2023223,94779,122424,9821,224,8371,952,888
2019424,172301,826299,98299,0091,124,9892022679,167520,878499,975118,7701,818,790
Ralph M. Mesick
Vice Chairman and Chief Risk
Officer, Risk Management Group(7)
2021425,000370,175499,97581,7691,376,9192021425,000370,175499,97581,7691,376,919
2020425,000153,208499,99087,1711,165,369
Lance A. Mizumoto
Former Vice Chairman and Chief Lending Officer, Wholesale Banking Group(5)
2023345,445123,419324,995955,2851,749,144
2019395,417234,521199,98880,010909,9362022451,563371,309324,984127,3091,275,165
Mitchell E. Nishimoto
Former Vice Chairman and Head of
Retail Banking Group(8)
2021185,238189,9961,207,3151,582,5492021433,500402,938324,984106,8771,268,299
(1)

The amounts in this column for Mr. Harrison represent his salary and, for 2019, his annual role-based allowance of $190,000.
(2)
The amounts in this column represent annual incentive cash awards earned under the Bonus Plan.
(3)
(2)
The amounts in this column for fiscal yearyears 2023, 2022 and 2021 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of (i) during fiscal year 2023, performance share units granted pursuant to the LTIP for the 2023-2025 cycle (the “2023-2025 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan, (ii) during fiscal year 2022, performance share units granted pursuant to the LTIP for the 2022-2024 cycle (the “2022-2024 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan and (iii) during fiscal year 2021, performance share units granted pursuant to the LTIP for the 2021-2023 cycle (the “2021-2023 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan during fiscal year 2021. The amounts in this 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 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 Awards”) and restricted share awards granted pursuant to the Omnibus Plan during fiscal year 2019.Plan. For further information regarding grant date fair value calculations, see Note 20 to the Consolidated Financial Statements included in First Hawaiian’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2023. The LTIP Award 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 2023-2025 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share unit awards that may be earned, are $2,759,962, $803,951, $839,970, $359,972, $359,972, $509,978 and $390,005 for each of Messrs. Harrison, Moses, Dods, Arizumi, Char, Mesick and Mizumoto, respectively. The amounts for the 2022-2024 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share unit awards that may be earned, are $2,399,994, $780,018, $329,983, $599,970 and $389,980 for each of Messrs. Harrison, Dods, Arizumi, Mesick and Mizumoto, respectively. 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$367,116, $667,089 and $227,995$433,584 for each of Messrs. Harrison, Mallela, Arizumi, Mizumoto, Mesick and Nishimoto,Mizumoto, 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, $225,027, $299,982 and $199,988 for each of Messrs. Harrison, Mallela, Arizumi, Mizumoto and Mesick, respectively.
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT6461
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT


EXECUTIVE COMPENSATION

(4)
(3)
The amounts in this column reflect the actuarial increase in the present value of benefits under the SERP. Mr. Harrison is the only NEO who participates in the SERP, and none of our NEOs received above-market earnings on their non-qualified deferred compensation accounts. The change in pension value represents the present value of future retirement benefits and does not represent any cash benefit to Mr. Harrison. The SERP was frozen and all accruals of benefits, including service accruals, ceased effective July 1, 2019. Therefore, any subsequent changes in the actuarial present value of an NEO’s accumulated benefit under the SERP would likely be attributable, primarily, to variations in the discount rate or modifications to actuarial assumptions. Mr. Harrison was not paid any compensation in respect of the SERP in 2021, 20202023, 2022 or 2019,2021, and will not be paid any amounts until his retirement or termination of employment with First Hawaiian. See “Compensation Discussion and Analysis—Other Benefits and Retirement Plans” and “—Change in CEO Pension Value in the Summary Compensation Table” for more information.
(5)
(4)
The items comprising “All Other Compensation” for 20212023 are:
Name
Perquisites and Other
Personal Benefits(a)
($)
Contributions to Defined
Contribution Plans(b)
($)
Insurance
Premiums(c)
($)
Other(d)
($)
Total
($)
Name
Perquisites and Other
Personal Benefits
(a)
($)
Contributions to Defined
Contribution Plans
(b)
($)
Insurance
Premiums
(c)
($)
Other(d)
($)
Total
($)
Robert S. Harrison$27,372$136,911$11,986$$176,269Robert S. Harrison$38,896$200,478$13,876$253,250
Ravi Mallela12,31967,0568,46687,841James M. Moses19,77935,6486,17961,606
Alan H. Arizumi26,44973,95313,049113,451Christopher L. Dods29,031109,2037,494145,728
Lance A. Mizumoto26,29766,61713,963106,877Alan H. Arizumi31,24899,90014,198145,346
Ralph M. Mesick12,45357,11612,20081,769Neill A. Char37,50984,9706,971129,450
Mitchell E. Nishimoto
9,09634,1364,1151,159,9681,207,315Ralph M. Mesick6,74871,7317,5811,138,7771,224,837
Lance A. Mizumoto21,49275,82510,656847,312955,285
(a)

“Perquisites and Other Personal Benefits” include: for Mr. Harrison, Company provided parking, automobile allowance and related expenses, club dues and fees, and meals; for Mr. Mallela,each NEO, Company provided parking, automobile allowance and related expenses, and meals; for Mr.Messrs. Harrison, Moses, Dods, Arizumi, Company provided parking, automobile allowanceChar and related expenses,Mizumoto, club dues and fees,fees; for Messrs. Harrison and meals;Char, spouse travel expenses; and for Mr. Mizumoto, Company provided parking, automobile allowance and related expenses, club dues and fees, meals and executive physical fee; for Mr. Mesick, Company provided parking, automobile allowance and related expenses and meals; and for Mr. Nishimoto, Company provided parking, automobile allowance and related expenses, club dues and fees and meals.COBRA benefits.
(b)

Reflects Company contributions for Mr. Harrison under the 401(k) Plan ($14,500)16,500), the Future Plan ($7,250)8,250) and the First Hawaiian Bank DCP ($115,161)175,728); for Mr. MallelaMoses under the 401(k) Plan ($9,921), the Future Plan ($7,250) and the First Hawaiian Bank DCP ($49,885)35,648); for Mr. Dods under the 401(k) Plan ($16,500), the Future Plan ($8,250) and the First Hawaiian, Inc. DCP ($84,453); for Mr. Arizumi under the 401(k) Plan ($14,500)16,500), the Future Plan ($7,250)8,250) and the First Hawaiian, Inc. DCP ($52,203)75,150); for Mr. Char under the 401(k) Plan ($16,500), the Future Plan ($8,250) and the First Hawaiian, Inc. DCP ($60,220); for Mr. Mesick under the 401(k) Plan ($7,619), the Future Plan ($8,250) and the First Hawaiian Bank DCP ($55,862) and for Mr. Mizumoto under the 401(k) Plan ($14,500)13,818), the Future Plan ($7,250)8,250) and the First Hawaiian Bank DCP ($44,867);53,757) and, for Mr. Mesick under the 401(k) Plan ($6,500), the Future Plan ($7,250) and the First Hawaiian Bank DCP ($43,366); and for Mr. Nishimoto under the 401(k) Plan ($8,799), the Future Plan ($6,025) and the First Hawaiian Bank DCP ($19,312), as discussed under “—Compensation Discussion and Analysis—Other Benefits and Retirement Plans” above.
(c)

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

Reflects, for Messrs. Mesick and Mizumoto, payments and benefits received upon a severance paymentqualifying termination under the Executive Severance Plan, as well as consulting fees of $11,250 and $5,013, respectively. For information with respect to amounts paid to Messrs. Mizumoto and Mesick, see “—Compensation Discussion and Analysis—Payments to Mr. Mizumoto in the amountConnection with Termination of $1,159,968.Employment” and see “—Compensation Discussion and Analysis—Payments to Mr. Mesick in Connection with Termination of Employment.”
(6)
(5)
Mr. Mallela resigned effective January 7, 2022.
(7)
Effective January 8, 2022, Mr. Ralph M. Mesick was appointed Interim Chief Financial Officer.
(8)
Mr. Nishimoto was not an NEO in 2020 or 2019Messrs. Mesick’s and retiredMizumoto’s employment with the Company terminated effective July 1, 2021.2023 and October 1, 2023, respectively.
62FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
65


EXECUTIVE COMPENSATION

20212023 Grants of Plan-Based Awards
The following table sets forth plan-based awards granted in 2021.2023.
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)
Estimated Future Payouts Under
Equity Incentive Plan Awards
(1)
All Other
Stock Awards
NameGrant DateThreshold
(#)
Target
(#)
Maximum
(#)
Name
Grant Date
Threshold
(#)
Target
(#)
Maximum
(#)
Number of
Shares of
Stock or
Units
(2)
(#)
Grant Date
Fair Value of
Stock
Awards
(3)
Robert S. Harrison2/24/2120,46440,92781,854$1,199,980Robert S. Harrison2/22/2325,82351,646103,292$1,379,981
2/24/2127,285799,9962/22/2334,431919,996
Ravi Mallela2/12/217,62215,24430,488401,984James M. Moses2/22/237,52215,04430,088401,975
2/12/2110,163267,9982/22/2310,030268,002
Alan H. Arizumi2/12/213,1286,25612,512164,971Christopher L. Dods2/22/237,85915,71831,436419,985
2/12/214,172110,0162/22/2310,479279,999
Lance A. Mizumoto2/12/213,6977,39414,788194,980Alan H. Arizumi2/22/233,3686,73613,472179,985
2/12/214,930130,0042/22/234,491120,000
Ralph M. Mesick2/12/215,68811,37622,752299,985Neill A. Char2/22/233,3686,73613,472179,985
2/12/217,584199,9902/22/234,491120,000
Mitchell E. Nishimoto
2/12/212,1624,3238,646113,998Ralph M. Mesick2/22/234,7729,54319,086254,989
2/12/212,88275,9982/22/236,362169,993
Lance A. Mizumoto2/22/233,6497,29814,596195,002
2/22/234,865129,993
(1)

Represents the 2021-20232023-2025 LTIP Awards under the LTIP, which cliff vest within 60 days following December 31, 2023,2025, the end of the three-year performance period, subject to achievement of performance and continued employment through the vesting date.
(2)

Represents restricted stock units granted under the Omnibus Plan that vest in three equal annual installments on each of February 12, 2022,22, 2024, February 12, 202322, 2025 and February 12, 2024 (February 24, 2022, February 24, 2023 and February 24, 2024 for Mr. Harrison),22, 2026 subject to continued employment through the applicable vesting date.
(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 STATEMENT6663
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT


EXECUTIVE COMPENSATION

Outstanding Equity Awards at 20212023 Fiscal Year End
As of December 31, 2021,2023, our NEOs held outstanding equity-based awards of First Hawaiian common stock as listed in the table below.
Stock AwardsStock 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)
Name
Number of
Shares or
Units
of Stock That Have
Not Vested (#)
Market
Value of
Shares or
Units
of Stock That
Have Not
Vested ($)
(1)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have
Not Vested (#)
Equity Incentive
Plan Awards:
Market Value of
Unearned
Shares,
Units or Other
Rights That
Have Not
Vested ($)
(1)
Robert S. Harrison
12,328(2)
$336,924$Robert S. Harrison9,095(2)207,912
60,317(3)
1,648,46449,644(3)1,134,862
25,680(4)
701,83418,668(4)426,750
38,521(5)
1,052,77942,000(5)960,120
27,285(6)
745,69934,431(6)787,093
40,927(7)
1,118,53551,646(7)1,180,628
Ravi Mallela(8)
4,131(2)
112,900James M. Moses10,030(6)229,286
20,206(3)
552,23015,044(7)343,906
8,603(4)
235,1207,674(8)175,428
12,904(5)
352,666Christopher L. Dods1,180(2)26,975
10,163(6)
277,7556,431(3)147,013
15,244(7)
416,6196,067(4)138,692
Alan H. Arizumi
1,388(2)
37,93413,651(5)312,062
6,786(3)
185,46110,479(6)239,550
3,531(4)
96,50215,718(7)359,313
5,297(5)
144,7671,420(9)32,461
4,172(6)
114,021Alan H. Arizumi1,392(2)31,821
6,256(7)
170,9767,588(3)173,462
Lance A. Mizumoto
1,849(2)
50,5332,567(4)58,682
9,047(3)
247,2555,775(5)132,017
4,173(4)
114,0484,491(6)102,664
6,260(5)
171,0866,736(7)153,985
4,930(6)
134,737Neill A. Char962(2)21,991
7,394(7)
202,0785,243(3)119,855
Ralph M. Mesick
1,234(2)
33,7252,334(4)53,355
6,031(3)
164,8275,250(5)120,015
6,420(4)
175,4594,491(6)102,664
9,630(5)
263,1886,736(7)153,985
7,584(6)
207,271728(9)16,642
11,376(7)
310,906Ralph M. Mesick(10)11,499268,867
Mitchell E. Nishimoto
4,323(7)
118,1485,250120,015
1,59036,347
Lance A. Mizumoto(10)8,220187,909
3,98191,006
1,82441,697
(1)

Based on the closing sale price of First Hawaiian common stock on NASDAQ of $27.33$22.86 per share on December 31, 2021.
(2)
Represents restricted share awards that vest on April 24, 2022, subject to continued employment through the applicable vesting date.29, 2023.
64FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
67


EXECUTIVE COMPENSATION

(3)
(2)
Represents the 2019-2021 LTIP Awards at earned performance, which cliff vest within 60 days following December 31, 2021, the end of the three-year performance period, subject to continued employment through the vesting date.
(4)
Represents restricted share awards that vest on February 26, 2022 and February 26, 2023, subject to continued employment through the applicable vesting dates.
(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)
(3)
Represents the 2021-2023 LTIP Awards at 100%earned 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, exceptdate.
(4)
Represents restricted stock units that vest on each of February 23, 2024 and February 23, 2025, subject to continued employment through the applicable vesting date.
(5)
Represents the 2022-2024 LTIP Awards at 100% performance, which cliff vest within 60 days following December 31, 2024, 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 22, 2024, February 22, 2025 and February 22, 2026, subject to continued employment through the applicable vesting date.
(7)
Represents the 2023-2025 LTIP Awards at 100% performance, which cliff vest within 60 days following December 31, 2025, the end of the three-year performance period, subject to continued employment through the vesting date.
(8)
Represents restricted stock units granted in connection with the commencement of Mr. Moses’s employment as Vice Chairman and Chief Financial Officer that vest in equal annual installments on January 3, 2024 and 2025, subject to continued employment through the vesting date.
(9)
Represents restricted stock units granted in connection with the commencement of Mr. Dods’s employment as Vice Chairman and Chief Operating Officer and Mr. Char’s employment as Executive Vice President, Retail Banking Group on May 1, 2021, that vest on May 1, 2024, subject to continued employment through the vesting date.
(10)
Messrs. Mesick and Mizumoto forfeited 11,232 and 6,755 shares, respectively, underlying then outstanding restricted stock unit awards, effective upon their termination of employment on July 1, 2023 and October 1, 2023, respectively.Following their termination of employment on July 1, 2023 and October 1, 2023, respectively, which constituted a retirement for Mr. Nishimoto whose awardeach individual under the Omnibus Plan, Messrs. Mesick’s and Mizumoto’s LTIP Awards remained outstanding and will be pro ratedvest in a prorated portion based on his retirementactual performance as determined by the Committee on the applicable determination date.
(8)
Mr. Mallela forfeited all outstanding awards upon his resignation effective January 7, 2022. Accordingly, for each of Messrs. Mesick and Mizumoto, the amounts shown include a prorated portion of each of the 2021-2023 LTIP Awards, 2022-2024 LTIP Awards and 2023-2025 LTIP Awards, in each case, based on the date of the respective NEO’s termination of employment relative to the length of the applicable performance period. The 2021-2023 LTIP Awards cliff vested within 60 days following December 31, 2023, the end of the three-year performance period, and are shown at earned performance.
20212023 Stock Vested
Stock Awards
The following table sets forth information with respect to our NEOs regarding the value of stock awards that vested in 2021.2023.
Stock AwardStock Award
Name
Number of Shares
Acquired on
Vesting (#)(1)
Value
Realized on
Vesting ($)(4)
Name
Number of Shares
Acquired on
Vesting (#)
(1)
Value
Realized on
Vesting ($)
(2)
Robert S. Harrison46,704$1,222,042Robert S. Harrison78,8412,116,628
Ravi Mallela(2)45,1781,163,979James M. Moses
Alan H. Arizumi11,326287,783Christopher L. Dods11,793304,285
Lance A. Mizumoto10,293264,640Alan H. Arizumi10,980294,774
Ralph M. Mesick8,371219,538Neill A. Char6,096157,384
Mitchell E. Nishimoto(3)16,289439,379Ralph M. Mesick22,289577,836
Lance A. Mizumoto15,765398,710
(1)

Amounts include (i) performance share unit awards granted pursuant to the LTIP for the 2018-20202020-2022 performance cycle (the “2018-2020“2020-2022 LTIP Awards”) that vested at 84.75%123.5% performance on February 4, 2021,23, 2023, (ii) the portion of restricted share awards awarded on April 24, 2019 that vested on April 24, 2021 and (iii) the portion of restricted share awards awarded on February 26, 2020 that vested on February 26, 2021.
(2)
Includes a2023, (iii) the portion of time-based restricted sharestock units grantedawarded on February 12, 2021 (February 24, 2021 for Mr. Harrison) that vested on February 12, 2023 (February 24, 2023 for Mr. Harrison), and (iv) the portion of restricted stock units awarded on February 23, 2022 that vested on February 22, 2023. For Messrs. Mesick and Mizumoto, the amounts shown include a prorated portion of the restricted stock units awarded on February 12, 2021, February 23, 2022 and February 22, 2023 for which vesting was accelerated in connection with and upon their respective terminations of employment, in accordance with the commencementterms of Mr. Mallela’s employment that vested on September 7, 2021.
(3)
Amounts include a portion of awards that were subject
68
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

EXECUTIVE COMPENSATION
their RSU award agreements. For information with respect to accelerated vesting dueamounts paid to Messrs. Mizumoto and Mesick, see “—Compensation Discussion and Analysis—Payments to Mr. Nishimoto’s retirement.Mizumoto in Connection with Termination of Employment” and see “—Compensation Discussion and Analysis—Payments to Mr. Mesick in Connection with Termination of Employment.”
(2)
(4)
Based, in each case, on the closing sale price of First Hawaiian common stock on NASDAQ on the applicable vesting date.
20212023 Pension Benefits
The following table provides information as of December 31, 20212023 with respect to each defined benefit or other pension plan that provides for pension benefits in which our NEOs participate. For 2021,2023, 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.” In 2021 and 2022, the annual change in pension value was negative for Mr. Harrison. However, SEC regulations do not allow for inclusion of negative pension amounts in the Summary Compensation Table. See “Compensation Discussion and Analysis—Change in CEO Pension Value in the Summary Compensation Table” for more information.
NamePlan NameNumber of Years
Credited
Service (#)
Present Value
of Accumulated
Benefit ($)(1)
Payments During
Last Fiscal
Year ($)
Name
Plan NameNumber of Years
Credited
Service (#)
Present Value
of Accumulated
Benefit ($)
(1)
Payments During
Last Fiscal
Year ($)
Robert S. HarrisonSERP27$16,512,436$Robert S. HarrisonSERP27$13,220,843$
(1)

As of December 31, 2021.2023
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT65

EXECUTIVE COMPENSATION
20212023 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 2021,2023, Messrs. Harrison, Mallela,Moses, Dods, Arizumi, MizumotoChar and NishimotoMizumoto participated in the First Hawaiian, Inc. DCP. Messrs.Mr. Arizumi and Nishimoto received a retirement contribution under the First Hawaiian, Inc. DCP, and Messrs. Harrison, Mallela,Moses, Dods, Char, Mizumoto and Mesick participated in and received executive retirement contributions under the First Hawaiian Bank DCP. For more information, see “Compensation Discussion and Analysis—Other Benefits and Retirement Plans.”
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)
Name
Executive
Contributions
in Fiscal Year

2023
Registrant
Contributions
in Fiscal Year

2023(1)
Aggregate
Earnings (loss)
in Fiscal Year

2023
Aggregate
Withdrawals/

Distributions
Aggregate
Balance at End
of Fiscal Year

2023(2)
Robert S. Harrison$$112,455$77,694$$1,967,903Robert S. Harrison$$171,599$176,826$$2,518,061
Ravi Mallela60,85749,88516,557342,549James M. Moses35,6483,16138,809
Alan H. Arizumi50,97679,9112,742,887Christopher L. Dods82,469113,685583,145
Lance A. Mizumoto119,64543,81371,993594,931Alan H. Arizumi73,384160,6743,170,348
Ralph M. Mesick42,34740,471301,024Neill A. Char245,95358,805198,6181,541,636
Mitchell E. Nishimoto16,48718,85811,044385,633Ralph M. Mesick54,54955,017443,880
Lance A. Mizumoto143,35152,49378,8941,093,702
(1)

Amounts reported as contributions for the registrant are reported as “All Other Compensation” in the Summary Compensation Table for 2021.2023.
(2)

Amounts reported here were not previously reported in the Summary Compensation Table.
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT69

EXECUTIVE COMPENSATION
Potential Payments upon Termination or Change in Control
Executive Severance Plan
In May 2015, theThe First Hawaiian Bank board of directors has adopted the Executive Change in Control RetentionSeverance Plan (the “Executive CICSeverance Plan”) to advance the interests of First Hawaiian Bank by ensuring the continued employment, dedication and focused attention of its executive officers, notwithstanding the possibility, threat or occurrence of a change in control. On October 20, 2021, the board of directors approved and adopted the First Hawaiian, Inc. Executive Severance Plan, as amended and restated (the “Severance Plan”), effective as of the same date. The Severance Plan amends and restates and replaces the Executive CIC Plan. Executive officers of First Hawaiian, Inc. become eligible to participate in the Executive Severance Plan upon designation by the Compensation Committee of the First Hawaiian, Inc. board of directors. Each of our NEOs participate in the Executive 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. Nishimoto under the Executive CIC Plan, see “See “Compensation Discussion and Analysis—Employment Agreements and Offer Letters—Mr. Nishimoto’s Retirement” above.
Mr. Harrison’s participation in the Severance Plan replaces the severance benefits he would otherwise be entitled to pursuant to his employment agreement. The following description and level of severance benefits applies to our NEOs as of December 31, 2021.2023.
Under the Severance Plan, if within two years after a “change in control” ​(x) an executive’s employment is involuntarily terminated without “cause” or (y) an executive terminates employment for “good reason,” subject to the effectiveness of a release of claims, such executive is entitled to (i) cash severance of an amount equal to two times the executive’s highest annual base salary earned at any time during the three complete fiscal years immediately preceding three fiscal years;the executive’s date of termination or, if shorter, during the executive’s entire period of employment with First Hawaiian, Inc. and its subsidiaries; (ii) an amount equal to two times the average of the executive’s actual payment amounts under the applicable bonus plan for each of the two completed fiscal years immediately preceding twothe fiscal years;year in which the executive’s date of termination occurs; (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 executive will be entitled to (i) cash severance of an amount equal to one times the
executive’s highest annual base salary earned at any time during the three complete fiscal years immediately preceding three fiscal years;the executive’s separation from service or, if shorter, during the executive’s entire period of employment with First Hawaiian, Inc. and its subsidiaries; and (ii) an amount equal to one times the average of the executive’s actual payment amounts under the applicable bonus plan for each of the two completed fiscal years immediately preceding twothe fiscal years.year in which the executive’s separation from service occurs.
For purposes of the Severance Plan, “cause” generally means the executive’s (i) willful failure to perform his or her duties, which is not remedied within fifteen business days following written notice; (ii) gross negligence in the performance of duties; (iii) conviction of, or plea of guilty or no contest to, any felony or any other crime involving the personal enrichment of the executive at First Hawaiian, Inc.’s expense; (iv) willful engagement in conduct that is demonstrably and materially injurious to First Hawaiian, Inc.; (v) material violation of any federal or state banking law or regulation; (vi) material violation of any provision of First Hawaiian, Inc.’s code of conduct and ethics (including any successor thereto) 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” generally means an executive (i) has incurred a material reduction in base salary, authority, duties or responsibilities; or (ii) has been provided notice that his principal place of work will be relocated to a different Hawaiian Island or to a place more than 50 miles from the executive’s base of employment.
“Change in control” generally means the occurrence of any of the following events:
i.
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”)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 beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the board (either by a specific vote or by approval of the proxy statement of First Hawaiian in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent
Director; provided, however, that no individual initially elected or nominated as a director of First Hawaiian as a result of an actual or publicly threatened election contest with respect toincumbent 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;incumbent director;
ii.
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)person (other than First Hawaiian, Inc., any employee benefit plan sponsored or maintained by First Hawaiian, Inc. or certain
70
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

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underwriters) is or becomes a “beneficial owner” ​(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,beneficial owner of securities of First Hawaiian representing 50% or more of the combined voting power of First Hawaiian’s then outstanding securities eligible to vote for the election of the board (“Company Voting Securities”); provided, however, that the event described hereinthere 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)Securities pursuant to a Non-Qualifying Transaction (as defined below);
iii.
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’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% of the total voting power of  (x) the surviving 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 isremains 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 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)or 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)or surviving entity following the consummation of the Business Combination were Incumbent Directorsincumbent 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 iv.
a sale of all or substantially all of First Hawaiian’s assets (other than to an affiliate of First Hawaiian)affiliate); andor
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 occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by First Hawaiian, Inc. which reduces the number of Company Voting Securities outstanding; provided
that if after such acquisition by First Hawaiian, Inc. such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a change in control will then occur.
Participants in the Severance Plan are subject to restrictive covenants, including (i) noncompetition and nonsolicitationnon-solicitation requirements, (ii) a confidentiality provision and (iii) a non-disparagement provision, each of which applies during employment and for one year following any termination of 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 sharesstock units granted under the Omnibus Plan will vest in full. For outstanding performance share units and performance shares granted under the LTIP, in the event of retirement, death or disability, a pro rated portion of such performance shares or performance share units will vest at target performance, except thatand in the event of retirement, the 2021-2023 LTIP Awardssuch performance share units will vest on the planned vesting date at actual performance in a prorated amount based on the period of employment prior to retirement relative to the three-year performance period. For outstanding restricted shares and restricted stock units under the Omnibus Plan, in the event of retirement, death or disability, such restricted shares and restricted stock units will immediately vest in full, except that in the event of retirement, such awards made in 2020 and thereafter will vest on a pro rated basis based on the portion of the vesting period served.
68FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
71


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, 202129, 2023 and the value of our common stock of  $27.33,$22.86, the closing price of our common stock on December 31, 2021,29, 2023, the last trading day in 2021.2023. For information regarding benefits that would be payable with respect to the SERP, First Hawaiian, Inc. DCP and First Hawaiian Bank DCP, see the “20212023 Pension Benefits” and “20212023 Nonqualified Deferred Compensation” tables on pages 65 and 66.page 69.
Named Executive Officer
Cash
Severance(2)
Health and
Welfare Benefits
Stock
Awards(3)
Outplacement
Benefits
Total
Named Executive Officer
Cash
Severance
(2)
Health and
Welfare Benefits
Stock
Awards
(3)
Outplacement
Benefits
Total
Robert S. HarrisonRobert 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 in Connection with a
Change in Control
(1)
$4,014,362$27,116$6,838,188(4)$20,000$10,899,666
Termination without Cause or for
Good Reason
1,769,3241,769,324Termination without Cause or for
Good Reason
2,007,1812,007,181
Retirement3,559,6513,559,651Retirement4,409,7224,409,722
Death or Disability4,507,6194,507,619Death or Disability3,590,2543,590,254
Ravi Mallela(5)James M. Moses
Termination in Connection with a
Change in Control(1)
1,497,61224,125
1,841,277(4)
20,0003,383,014
Termination in Connection with a
Change in Control
(1)
1,146,54627,116917,097(4)20,0002,110,759
Termination without Case or for Good Reason748,806748,806Termination without Cause or for
Good Reason
573,273573,273
Retirement1,214,2451,214,245Retirement294,113294,113
Death or Disability1,551,9891,551,989Death or Disability343,921343,921
Alan H. ArizumiChristopher L. Dods
Termination in Connection with a
Change in Control(1)
1,570,37215,905
941,191(4)
20,0002,547,468
Termination in Connection with a
Change in Control
(1)
1,997,09027,0231,894,942(4)20,0003,939,055
Termination without Cause or for
Good Reason
785,186785,186Termination without Cause or for
Good Reason
998,545998,545
Retirement448,759448,759Retirement1,075,8291,075,829
Death or Disability587,404587,404Death or Disability880,003880,003
Lance A. MizumotoAlan H. Arizumi
Termination in Connection with a
Change in Control(1)
1,333,55135,143
1,140,426(4)
20,0002,529,120
Termination in Connection with a
Change in Control
(1)
1,782,0188,953938,594(4)20,0002,749,565
Termination without Cause or for
Good Reason
666,776666,776Termination without Cause or for
Good Reason
891,009891,009
Retirement564,146564,146Retirement626,753626,753
Death or Disability727,989727,989Death or Disability505,930505,930
Ralph M. MesickNeill A. Char
Termination in Connection with a
Change in Control(1)
1,237,72929,231
1,538,925(4)
20,0002,825,885
Termination in Connection with a
Change in Control
(1)
1,463,18819,744828,020(4)20,0002,330,952
Termination without Cause or for
Good Reason
618,865618,865Termination without Cause or for
Good Reason
731,594731,594
Retirement660,156660,156Retirement507,525507,525
Death or Disability912,193912,193Death or Disability411,358411,358
Mitchell E. Nishimoto(5)Ralph M. Mesick
Retirement1,159,968439,3791,599,347
Termination without Cause (Retirement Eligible)(5)
1,127,5271,034,1292,161,656
Lance A. Mizumoto
Termination without Cause (Retirement Eligible)(5)
842,299710,6441,552,943
(1)

The severance amount included here assumes that there has been a “Change in Control” of the Company (as defined in the Executive Severance Plan) on December 31, 2021,29, 2023, the NEO has experienced a “CIC Qualifying Termination” ​(as defined
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT7269
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT


EXECUTIVE COMPENSATION

(as defined in the Executive Severance Plan), and the NEO agrees to be bound by, and complies with, the applicable restrictive covenants for twelve (12) months following termination.
(2)

For purposes of calculating the severance amount in accordance with the terms of the Severance Plan, includes the largest annual base salary during the preceding three fiscal years and the average of the actual paid bonus amounts under the Bonus Plan for each of the preceding two fiscal years.
(3)

Represents accelerated vesting of otherwise unvested performance share units and performance shares granted under the LTIP and accelerated vesting of otherwise unvested restricted stock units and restricted share awards granted under the Omnibus Plan.
(4)

The amounts included assume maximum performance for all unearned performance share units, or performance shares, which, upon a termination of employment without cause or for good reason (each as defined in the Omnibus Plan) during the two-year period following a change in control, are deemed earned at the greater of target and actual performance as of the date of a change in control with respect to all open performance periods, but will continue to be subject to time-based vesting in accordance with the original performance period, and represent earned performance under the 2019-20212021-2023 LTIP Awards, the performance conditions of which were satisfied by the NEOs as of December 31, 2021.2023. Assuming target performance for all unearned performance share units or performance shares (other than the 2019-20212021-2023 LTIP Awards) and earned performance for the 2019-20212021-2023 LTIP Awards, the amount to be received by each NEO upon a termination of employment without cause or for good reason during the two-year period following a change in control in respect of stock awards would be: for Mr. Harrison, $5,604,235,$4,697,395, for Mr. Mallela, $1,947,290,Moses, $573,192, for Mr. Dods, $1,223,566 for Mr. Arizumi, $749,661, for Mr. Mizumoto, $919,737,$652,592, and for Mr. Mesick, $1,155,376.Char, $554,020.
(5)

Mr. MallelaMessrs. Mesick and Mr. Nishimoto resigned from their positionsMizumoto’s employment with First Hawaiian on January 7, 2022 andterminated effective July 1, 2021,2023 and October 1, 2023, respectively. Accordingly, the amounts reported for Mr. NishimotoMessrs. Mizumoto and Mesick reflect the amounts actually received in connection with his retirement.their termination. For information with respect to amounts paid to Messrs. Mizumoto and Mesick, see “—Compensation Discussion and Analysis—Payments to Mr. Mizumoto in Connection with Termination of Employment” and see “—Compensation Discussion and Analysis—Payments to Mr. Mesick in Connection with Termination of Employment.”
Pay Ratio Disclosure
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.
2021 Annual Total
Compensation
($)
2023 Annual Total
Compensation

($)
Mr. Harrison, our Chief Executive
Officer
$4,427,813Mr. Harrison, our Chief Executive
Officer
$5,366,855
Our median employee$58,193Our median employee$66,295
Pay ratio estimate76:1
Pay ratio estimate
81:1
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, 2021,2023, 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.
70FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT73

EXECUTIVE COMPENSATION
Pay Versus Performance Disclosure
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our CEO and Non-CEO NEOs and Company performance for the fiscal years listed below. More information on the Company’s compensation program and decisions for the 2023 performance year can be found in the “Compensation Discussion and Analysis” included in this Proxy Statement.
Summary
Compensation
Table Total
for CEO
(1)
($)
Compensation
Actually Paid
to CEO
(1)(2)(3)
($)
Average
Summary
Compensation
Table Total for
Non-CEO NEOs
(1)
($)
Average
Compensation
Actually Paid to
Non-CEO NEOs
(1)(2)(3)
($)
Value of Initial
Fixed $100
Investment
based on:
(4)
Net Income
($ Millions)
Core Return on
Average Tangible
Stockholders’
Equity (%)
(5)
Year
TSR
($)
Peer
Group TSR

($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
20235,366,8553,454,9111,522,7741,402,19495.04115.6423518.4
20224,551,1355,768,2931,272,2341,029,347102.79116.1026620.2
20214,427,8134,769,2251,354,2071,430,129103.73124.7426616.3
20205,651,5052,819,3141,181,879922,84986.2191.2918611.1
(1)
Robert S. Harrison was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.
2020202120222023
Alan H. ArizumiAlan H. ArizumiAlan H. ArizumiAlan H. Arizumi
Ravi MallelaRavi MallelaChristopher L. DodsNeill A. Char
Ralph M. MesickRalph M. MesickRavi MallelaChristopher L. Dods
Lance A. MizumotoLance A. MizumotoRalph M. MesickRalph M. Mesick
Mitchell E. NishimotoLance A. MizumotoLance A. Mizumoto
James M. Moses
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. As described above under “Compensation Discussion and Analysis—Other Benefits and Retirement Plans—Other Retirement and Deferred Compensation Arrangements,” Mr. Harrison is the only NEO who participates in the SERP, which was frozen, and all accruals of benefits, including service accruals, ceased, effective July 1, 2019.
Year
Summary
Compensation
Table Total
for CEO

($)
Exclusion of
Change in
Pension Value
for CEO

($)
Exclusion of
Stock Awards
for CEO

($)
Inclusion of
Pension Service
Cost for CEO

($)
Inclusion of
Equity Values
for CEO

($)
Compensation
Actually Paid
to CEO

($)
20235,366,855(1,142,308)(2,299,977)1,530,3413,454,911
20224,551,135(1,999,986)3,217,1445,768,293
20214,427,813(1,999,976)2,341,3884,769,225
20205,651,505(1,874,412)(1,999,984)1,042,2052,819,314
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FIRST HAWAIIAN, INC. 2022 2024 PROXY STATEMENT


EXECUTIVE COMPENSATION
Year
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs

($)
Average
Exclusion of
Change in
Pension Value
for Non-CEO
NEOs

($)
Average
Exclusion of
Stock Awards
for Non-CEO
NEOs

($)
Average
Inclusion of
Pension Service
Cost for Non-CEO
NEOs

($)
Average
Inclusion of
Equity Values
for Non-CEO
NEOs

($)
Average
Compensation
Actually Paid
to Non-CEO
NEOs

($)
20231,522,774(453,318)332,7381,402,194
20221,272,234(349,988)107,1011,029,347
20211,354,207(391,985)467,9071,430,129
20201,181,879(442,488)183,458922,849
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Unvested as of Last
Day of Year for CEO

($)
Change in Fair
Value from Last Day
of Prior Year to Last
Day of Year of
Unvested Equity
Awards for CEO

($)
Change in Fair
Value from Last Day
of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for CEO

($)
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for CEO

($)
Total – Inclusion of
Equity Values for

CEO
($)
20232,714,159(535,072)(648,746)1,530,341
20222,316,288737,481163,3753,217,144
20211,846,760360,544134,0842,341,388
20201,947,850(627,344)(278,301)1,042,205
Year
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-CEO
NEOs

($)
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-CEO
NEOs

($)
Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Non-CEO NEOs

($)
Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-CEO NEOs

($)
Total – Average
Inclusion of
Equity Values for
Non-CEO NEOs

($)
2023527,687(80,231)(76,589)(38,129)332,738
2022405,340103,60816,590(418,437)107,101
2021389,49066,03041,829(29,442)467,907
2020430,942(177,191)(70,293)183,458
(4)
The Peer Group TSR set forth in this table utilizes the KBW Regional Banking Index (“KRX”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KRX, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Core Return on Average Tangible Stockholders’ Equity to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Core Return on Average Tangible Stockholders’ Equity is a non-GAAP financial measure. We compute our Core Return on Average Tangible Stockholders’ Equity as the ratio of core net income to average tangible stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total common equity. Please see Annex A for further explanation and a reconciliation.
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT75

EXECUTIVE COMPENSATION
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years compared to that of the KBW Regional Banking Index over the same period.
[MISSING IMAGE: bc_tsr-pn.jpg]
76
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

EXECUTIVE COMPENSATION
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our net income during the four most recently completed fiscal years.
[MISSING IMAGE: bc_netincome-pn.jpg]
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT77

EXECUTIVE COMPENSATION
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Core Return on Average Tangible Stockholders’ Equity
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Core Return on Average Tangible Stockholders’ Equity during the four most recently completed fiscal years. Core Return on Average Tangible Stockholders’ Equity is a non-GAAP financial measure. Please see Annex A for further explanation and a reconciliation.
[MISSING IMAGE: bc_corereturn-pn.jpg]
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our CEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
Core Return on Average Tangible Stockholders’ Equity
Core Return on Average Tangible Assets
Core Net Income
Asset Quality Metric
Total Shareholder Return
78
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

EXECUTIVE COMPENSATION
PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Advisory vote on the frequency of future votes on the compensation of our named executive officers
Proposal

We are asking stockholders to approve the frequency of future advisory stockholder votes on the compensation of our named executive officers.
The Board of Directors unanimously recommends that you vote to hold an advisory vote on the compensation of our named executive officers ‘‘EVERY YEAR.”
Pursuant to Section 14A of the Exchange Act, we are providing stockholders with the opportunity to recommend, in a non-binding advisory vote, whether future non-binding advisory votes on the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the SEC (commonly known as “say-on-pay” votes) should occur every one, two or three years. Stockholders have the option of recommending a say-on-pay vote every year, every two years, or every three years, or abstaining from making a recommendation. Following, and in accordance with, the result of our most recent advisory vote on the frequency of future say-on-pay
votes, which was conducted at our 2018 Annual Meeting of Stockholders, we have been holding say-on-pay votes every year. The Compensation Committee and the Board of Directors recognize the importance of receiving regular input from our stockholders on important issues such as executive compensation. As such, we believe that conducting an advisory vote on our executive compensation on an annual basis to be the most appropriate choice for our stockholders. Although your vote is non-binding, we will strongly consider the views of our stockholders when determining how often to hold a “say on pay” vote.
Required Vote
The frequency (i.e., Every Year, Every Two Years or Every Three Years) that receives the highest number of votes cast by stockholders will be considered by us as the stockholders’ recommendation as to the frequency of future stockholder advisory notes to
approve the compensation of our named executive officers. Abstentions and broker non-votes will not be included in the total votes cast and will not affect the results.
[MISSING IMAGE: tm212424d3_icon-boardforpn.jpg]
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR A FREQUENCY OF EVERY YEARFOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT79

AUDIT MATTERS
PROPOSAL 34RATIFICATION 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, 2022.2024.
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 2022.2024.
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, 2021,2023, and the Audit Committee has appointed Deloitte & Touche LLP as auditors for the Company for the fiscal year ending December 31, 2022.2024. 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, 2022.2024. The Company’s organizational documents do
not require that stockholders ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. However, the Board believes such ratification is a matter of good corporate practice. If stockholders do not ratify the appointment, the Audit Committee will reconsider its selection but may still retain Deloitte & Touche LLP. One or more representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and afforded an opportunity to make a statement, if they desire to do so, and to be available to respond to questions from stockholders.
Required Vote
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20222024 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.
[MISSING IMAGE: tm212424d3_icon-boardforpn.jpg][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 2022.2024.
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT8071
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT


AUDIT MATTERS

AUDIT COMMITTEE REPORT
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 and in accordance with the Audit Committee Charter.
In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with GAAP and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.
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 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.”
72FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
81


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
2023 for filing with the SEC. The Audit Committee also has approved, subject to stockholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.
Audit Committee Members
W. Allen DoaneC. Scott Wo (Chair)Michael K. FujimotoFaye 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, 20212023 and 20202022 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.
2021202020232022
Audit Fees(1)$2,084,000$1,973,000Audit Fees(1)$2,532,000$2,273,000
Audit Related Fees(2)Audit Related Fees
Tax Fees(3)178,000Tax Fees(2)178,000
All Other FeesAll Other Fees(3)16,000
Total$2,084,000$2,151,000
Total
$2,726,000$2,273,000
(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 2020, consistsConsists of consultations related to excise tax matters and advice regarding various topicsmatters.
(3)
Consists of fees related to the Coronavirus Aid, Relief, and Economic Security Act.Board education events.
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 20212023 and 2020,2022, all such fees and services were preapproved by the Audit Committee in accordance with these procedures.
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT8273
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT


BIOGRAPHIES OF EXECUTIVE OFFICERS
A brief biography of each person who serves as an executive officer of First Hawaiian at March 11, 2022,14, 2024, other than Mr. Harrison, is set forth below. For information about Mr. Harrison, please see his biography in the “CorporateCorporate Governance and Board Matters―Director Nominees”Nominees section on page 1618 of this proxy statement.
[MISSING IMAGE: ph_aarizumi-4c.jpg][MISSING IMAGE: ph_aarizumi-4c.jpg]
Vice Chairman,

Wealth
Management

Group
Alan H. Arizumi
Age 6264
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 FoundationFoundation.


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 2024 PROXY STATEMENT7583


BIOGRAPHIES OF EXECUTIVE OFFICERS

[MISSING IMAGE: ph_rmesick-4c.jpg][MISSING IMAGE: ph_darleneblakeney-4c.jpg]
Executive Vice Chairman and Chief Risk Officer and Interim Chief Financial OfficerPresident,
Wholesale Banking
Group
Ralph M. Mesick
Darlene N. Blakeney
Age 6261
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(October 2023 to present)


Responsible for all areas of the Wholesale Banking Group, including:


Corporate Banking Division


Trade Finance DivisionDepartment


Commercial Real Estate Division


Commercial Loan Center

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


ServedPreviously served as Executive Vice President and Division Manager of the Corporate Banking Division from January 2020 to September 2023 and in various management roles (1996from April 2015 to 2005)January 2020.

Joined the Bank in 2015
HANAHAU’OLI SCHOOL

Director of Finance & Operations
(2006 to 2015)
BANK OF HAWAII

Senior Vice President and Division Manager, worked in the areas of Corporate Banking, Commercial Real Estate, Commercial Banking and Credit Review (1988 to 2006)
CENTRAL PACIFIC BANKOTHER ENGAGEMENTS


Vice Chairman, Chief Operating Officer and Chief Risk Officer (September to November 2016)Director, YWCA of Oahu

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 HawaiiTrustees, Le Jardin Academy
EDUCATION


M.B.A., Chaminade University

Bachelor’s degree in MarketingBachelors Degree and Management,MBA, University of Hawaii at Manoa

Graduate of the Pacific Coast Banking School

Graduate of the National Commercial Lending Graduate School
7684
FIRST HAWAIIAN, INC. 2022 2024 PROXY STATEMENT


BIOGRAPHIES OF EXECUTIVE OFFICERS
[MISSING IMAGE: ph_neillchar-4c.jpg]
Vice Chairman,
Retail and Commercial Banking
Group
Neill A. Char
Age 52
BACKGROUND
FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK

Vice Chairman, Retail and Commercial Banking Group (2021 to present)

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

Commercial Income Property 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 of the Rehabilitation Hospital of the Pacific

Director of the Oahu Economic Development Board
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 49
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 Advisory Board of First Insurance Hawaii
EDUCATION

M.B.A., University of California – Davis, Graduate School of Management

Bachelor of Arts, Trinity College – Hartford, Connecticut

Graduate of the Pacific Coast Banking School
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT85

BIOGRAPHIES OF EXECUTIVE OFFICERS
[MISSING IMAGE: ph_jamesmoses-4c.jpg]
Vice Chairman and Chief
Financial Officer
, Finance Group
James M. Moses
Age 47
BACKGROUND
FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK

Vice Chairman and Chief Financial Officer, Finance Group (January 2023 to present)
FIRST BANK, St. Louis, Missouri

Executive Vice President and Chief Financial Officer (March 2021-September 2022)
BERKSHIRE HILLS BANCORP, INC.
BERKSHIRE BANK, Boston, Massachusetts

Executive Vice President and Chief Financial Officer (July 2016-March 2021)
WEBSTER BANK, Waterbury, Connecticut
Senior Vice President
Manager, Asset Liability Management

Managed all aspects of asset liability management (2011-2016)
EDUCATION

M.B.A., Managerial Finance Immersion, Cornell University, Johnson Graduate School of Management

Bachelor of Science degree in Finance, St. Bonaventure University, St. Bonaventure, New York
[MISSING IMAGE: ph_leanakamura-4c.jpg]
Executive Vice President and Chief Risk Officer, Risk Management Group
Lea M. Nakamura
Age 58
BACKGROUND
FIRST HAWAIIAN, INC. AND FIRST HAWAIIAN BANK

Executive Vice President and Chief Risk Officer (July 2023 to present)

Responsible for the design, implementation and oversight of the Company’s risk management strategy and framework

Serves as a member of the Bank’s Senior Management Committee

Executive Vice President and Treasurer (March 2018 – September 2023)

Enterprise and Market Risk Manager (September 2017 – March 2018)

Responsibility for trade finance and swaps (2014 – 2017)

Joined the Bank in 2014
BANK OF HAWAII

Various positions, most recently as Senior Vice President (1989 to 2014)

Responsibility over the years for various Treasury lines and functions
OTHER ENGAGEMENTS

Director, Hawaii Economic Association
EDUCATION

B.S. in Foreign Service with a concentration in Economics and Asian Studies, Georgetown University, Washington, DC

Certificate in Applied Mathematics, University of Illinois at Urbana-Champaign
86
FIRST HAWAIIAN, INC. 2024 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 Exchange Commission (the “SEC”), with respect to beneficial ownership of shares of our common stock as of February 25, 2022March 1, 2024 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 rules of the SEC. These rules generally attribute beneficial ownership
beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise indicated, the address for each stockholder listed below is c/o First Hawaiian, Inc., 999 Bishop Street, Honolulu, Hawaii 96813.
Name and Address of Beneficial Owner
Number of Shares

Beneficially

Owned
(1)
Percent of

Class
Greater than 5% Stockholders
BlackRock, Inc.
16,879,85716,879,941(2)
13.2%
The Vanguard Group
14,271,19414,651,233(3)
11.111.5
Kayne Anderson Rudnick Investment Management, LLC
14,183,16512,949,306(4)
11.110.1
Manulife Financial Corporation
7,071,86110,169,905(5)
5.58.0
State Street Corporation6,491,935(6)5.1
Directors and Named Executive Officers
Robert S. Harrison
336,326341,681(7)
*
Matthew J. Cox(6)Michael K. Fujimoto
20,769(7)
9,494(8)
*
Faye W. Allen DoaneKurren
55,769(7)
22,267(8)
*
Faye W. KurrenJames S. Moffatt
16,054(7)
8,085(8)
*
James S. MoffattMark M. Mugiishi
1,872(7)
4,805(8)
*
Kelly A. Thompson
1,872(7)
8,085(8)
*
Allen B. Uyeda
19,769(7)
25,982(8)
*
Jenai S. Wall(6)Vanessa L. Washington
12,554(7)
13,487(8)
*
Vanessa L. WashingtonC. Scott Wo
7,274(7)
67,039(8)
*
C. Scott WoAlan H. Arizumi
60,82659,747(7)
*
Alan H. ArizumiNeill A. Char60,17917,997(7)*
Neill CharChristopher L. Dods12,67842,786(7)*
Christopher L. DodsJames M. Moses40,6254,623(7)*
Ralph M. Mesick61,9019,064(7)*
Lance A. Mizumoto40,07037,394(7)*
Ravi Mallela(8)41,746*
Mitchell Nishimoto(8)27,492*
Directors and executive officers as a group (15 persons)
748,538(9)
641,333(7)
*
*

Less than 1%.
(1)

Based on 128,157,353127,636,937 shares of First Hawaiian common stock outstanding as of February 25, 2022.March 1, 2024.
(2)

Based solely upon information contained in the Amendment No. 35 to Schedule 13G filed by BlackRock, Inc. with the
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT87

STOCK OWNERSHIP
SEC on January 27, 2022,23, 2024, wherein BlackRock, Inc. reported sole voting power as to 16,354,84216,530,322 shares of common stock
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT77

STOCK OWNERSHIP
and sole dispositive power as to 16,879,857 16,879,941shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street,50 Hudson Yards, New York, NY 10055.10001.
(3)

Based solely upon information contained in the Amendment No. 46 to Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2022,13, 2024, wherein The Vanguard Group reported shared voting power as to 60,65447,708 shares of common stock, sole dispositive power as to 14,090,14714,470,265 shares of common stock and shared dispositive power as to 181,047180,968 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. 24 to Schedule 13G filed by Kayne Anderson Rudnick Investment Management LLC (“Kayne Anderson”) with the SEC on February 14, 2022,13, 2024, wherein Kayne Anderson reported sole voting power as to 9,545,9288,939,786 shares of common stock, sole dispositive power as to 10,585,84910,378,120 shares of common stock and shared voting power and shared dispositive power as to 3,597,3162,571,186 shares of common stock. The principal business address of Kayne Anderson is 18002000 Avenue of the Stars, 2nd Floor,Suite 1110, Los Angeles, CA 90067.
(5)

Based solely upon information contained in the Amendment No. 2 to 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”MIM (US)”), with the SEC on February 16, 2022,13, 2024, wherein MFC reported no shares of common stock beneficially owned, MIML reported sole voting and sole dispositive power as to 3,34714,353 shares of common stock and MIMUSMIM (US) reported sole voting power and sole dispositive power as to 7,068,51410,155,552 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 MIMUSMIM (US) is 197 Clarendon Street, Boston, MA 02116.
(6)

Mr. CoxBased solely upon information contained in the Schedule 13G filed by State Street Corporation with the SEC on January 24, 2024, wherein State Street Corporation reported shared voting power as to 693,358 shares of common stock, sole dispositive power as to 6,491,935 shares of common stock and Ms. Wall have notified us that they will not stand for reelection at the 2022 Annual Meeting. Mr. Cox and Ms. Wall will continueshared dispositive power as to serve as directors until the expiration6,491,935 shares of their terms at the Annual Meeting.common stock. The principal business address of State Street Corporation is State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114-2016.
(7)

For Mr. Harrison andfor directors and executive officers as a group, the amounts shown include 6,073 sharesunderlying restricted stock unit awards awarded to Mr. Harrison that vested on February 24, 2024, which shares must be delivered to Mr. Harrison within 30 days of the vesting date. Such amount is reported net of shares Mr. Harrisonelected to have withheld to satisfy tax obligations. For Messrs. Harrison, Arizumi, Char and Dods and for directors and executive officers as a group, the amounts shown include 6,313, 922 (including 121 shares deemed to be beneficially owned by Mr. Arizumi’s wife), 728, 1,894 and 10,282 shares, respectively, underlying restricted stock unit awards that vested on February 23, 2024, which shares must be delivered to the award recipients within 30 days of the vesting date. Such amounts are reported net of shares such individuals elected to have withheld to satisfy tax obligations. For Messrs. Harrison, Arizumi, Char, Dods and Moses and for directors and executive officers as a group, the amounts shown include 7,764, 1,068 (including 134 shares deemed to be beneficially owned by Mr. Arizumi’s wife), 934, 2,362, 2,224 and 15,032 shares, respectively, underlying restricted stock unit awards that vested on February 22, 2024, which shares must be delivered to the award recipients within 30 days of the vesting date. Such amounts are reported net of shares such individuals elected to have withheld to satisfy tax obligations. For Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for directors and executive officers as a group, the amounts shown includes 33,276, 5,784 (including 640 shares deemed to be beneficially owned by Mr. Arizumi’s wife), 3,552, 4,357, 7,384, 5,569 and 49,065 shares of common stock underlying performance share units that were granted under the LTIP for the 2021-2023 performance cycle, which performance share units vested on February 23, 2024. The shares underlying such awards must be delivered within 30 days of the vesting date. Such amounts are net of shares such individuals elected to have withheld to satisfy tax obligations. For Mr. Arizumi and for all directors and executive officers as a group, in addition to the shares noted above, such amounts include shares owned by Mr. Arizumi’s wife. Mr. Arizumi disclaims beneficial ownership of shares owned by his wife.
(8)
Amounts shown include 2,5853,713 shares of common stock deemed to be beneficially owned by each of Directors Cox, Doane,Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Wall, Washington and Wo, and 1,872 shares of common stock deemed to be beneficially owned by each of Directors Moffatt and Thompson, which shares underlie restricted stock units that will vest on the earlier of  (a) April 22, 2022 (July 14, 2022 in the case of Directors Moffatt and Thompson),26, 2024, (b) the date of First Hawaiian, Inc.’s 20222024 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—20212023 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 vesting date. Such amounts are reported net of shares such individuals elected to have withheld to satisfy tax obligations. For Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for all directors and executive officers as a group, the amounts shown include 12,328, 1,573, 728, 1,079, 1,234, 1,849 and 18,791 unvested restricted shares, respectively, awarded on April 24, 2019, all of which restricted shares are subject to forfeiture and will vest on April 24, 2022, subject to continued employment through the vesting date. For Mr. Arizumi and all directors and executive officers as a group, such amounts include 185 restricted shares beneficially owned by Mr. Arizumi’s wife. For Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for all directors and executive officers as a group, the amounts shown include 25,680, 3,961, 1,092, 2,620, 6,420, 4,173 and 43,946 unvested restricted shares, respectively, awarded on February 26, 2020, all of which restricted shares are subject to forfeiture. Of such amounts, 12,840, 1,979, 546, 1,309, 3,210, 2,086 and 21,970 shares vested for Messrs. Harrison, Arizumi, Char, Dods, Mesick and Mizumoto and for all directors and executive officers as a group, respectively, on February 26, 2022. For Mr. Arizumi and for all directors and executive officers as a group, such amounts include 430 restricted shares deemed to be beneficially owned by Mr. Arizumi’s wife, of which amount 214 restricted shares will vest within 60 days following February 25, 2022. Mr. Arizumi disclaims beneficial ownership of shares beneficially owned or deemed to be beneficially owned by his wife.
7888
FIRST HAWAIIAN, INC. 2022 2024 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 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 2021.2023, except that Messrs. Dods and Char each filed one late report with respect to one transaction.
Business Relationships and Related Party Transactions Policy
We or one of our subsidiaries may occasionally enter into transactions with certain “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 party transactions.”
Related Party Transactions Policy
Our Board has adopted a written policy governing the review and approval of transactions with related parties that will or may be expected to exceed $120,000 in any fiscal year. The policy calls for the related party transactions to be reviewed and, if deemed appropriate, approved or ratified by our Audit Committee. Upon determination by our Audit Committee that a transaction requires review under the policy, the material facts are required to be presented to the Audit Committee. In determining whether or not to approve a related party transaction, our Audit Committee will take into account, among other relevant factors, whether the related party transaction is in our best interests, whether it involves a conflict of interest and the commercial reasonableness of the transaction. In the event that we become aware of a related party transaction that was not approved under the policy before it was entered into, our Audit Committee will review such transaction as promptly as reasonably practical and will take such course of action as may be deemed appropriate under the
circumstances. In the event a member of our
Audit Committee is not disinterested with respect to the related party transaction under review, that member may not participate in the review, approval or ratification of that related party transaction.
Certain decisions and transactions are not subject to the related party transaction approval policy, including:


decisions on compensation or benefits relating to directors or executive officers, and


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.
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 2024 PROXY STATEMENT7989


FREQUENTLY ASKED QUESTIONS ABOUT

THE ANNUAL MEETING AND VOTING
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 25, 2022,March 1, 2024, 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:
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When
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Where
Wednesday, April 20, 2022
24, 2024
8:00 a.m., Hawaii Standard Time
Virtually via webcast. To join the Annual Meeting, visit https://web.lumiagm.com/224987645 password fh2022fh2024 (case sensitive), access available beginning at 7:30 a.m. local time in Honolulu, Hawaii on April 20, 2022.24, 2024. There will not be a physical meeting in Hawaii or anywhere else.
What matters will be submitted to stockholders at the Annual Meeting, and what are the Board’s recommendations as to how I should vote on each proposal?
At the Annual Meeting, you will be asked to vote on each of the following matters:
ProposalBoard Voting
Recommendation
See
Page
Proposal
Board Voting
Recommendation
See
Page
1.The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2023 Annual Meeting of Stockholders
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FOR each
director nominee
1.The election to our Board of Directors of the nine nominees named in the attached Proxy Statement to serve until the 2024 Annual Meeting of Stockholders
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FOR each
director nominee
2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
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FOR2.An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
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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
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FOR3.The frequency of future votes on the compensation of our named executive officers
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EVERY YEAR
4.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, 2023
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FOR
8090
FIRST HAWAIIAN, INC. 2022 2024 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, 2022March 1, 2024 (the “Record Date”), will be entitled to vote at the Annual Meeting. On the Record Date, the Company had outstanding 128,157,353127,636,937 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, 2022March 1, 2024 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, 2022.24, 2024. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2022fh2024 (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,March 1, 2024, 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, 2022.24, 2024. You may log into the meeting platform beginning at 7:30 a.m., local time in Honolulu, Hawaii, Standard Time, on April 20, 2022.24, 2024.
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 “HowHow do I submit by vote”vote below for further information.
FIRST HAWAIIAN, INC. 2022 2024 PROXY STATEMENT8191


FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

How are votes counted, and what is the required vote for each proposal?
Proposal
Vote Required
Effect of

Abstentions
Broker

Discretionary

Voting Allowed
Effect of

Broker

Non-Votes
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.
Frequency of the vote on the compensation of Our Named Executive Officers
The frequency (i.e., Every Year, Every Two Years or Every Three Years) that receives the highest number of votes cast by stockholders will be considered by us as the stockholders’ recommendation as to the frequency of future stockholder advisory votes to approve the compensation of our named executive officers.
No effect―not counted as a “vote cast”NoNo effect
4.
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,March 1, 2024, the Record Date, there were 128,157,353127,636,937 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 20222024 Annual Meeting. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST”
“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 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 section of our website located at http://www.fhb.com.
PROPOSAL 2―ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The affirmative vote of a majority of the shares present in person or represented by proxy and
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FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
entitled to vote on Proposal 2 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.
PROPOSAL 3―ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The frequency (i.e., Every Year, Every Two Years or Every Three Years) that receives the highest number of votes cast by stockholders will be considered by
us as the stockholders’ recommendation as to the frequency of future stockholder advisory votes to approve the compensation of our named executive officers. Abstentions and broker non-votes will not be included in the total votes cast and will not affect the results.
PROPOSAL 4―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 34 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.
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
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BY TELEPHONEBY INTERNETBY MAIL
Call toll-free 1-800-PROXIES
(1-800-776-9437)
in the United States or 1-718-921-85001-201-299-4446 from foreign countries
Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet.
During the Annual Meeting, visit our Annual Meeting website at https://web.lumiagm.com/224987645password fh2022fh2024 (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, 2022.23, 2024.
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;

FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT93

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

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 & EquinitiTrust 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,$10,000, 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 eightnine 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


a frequency of EVERY YEAR” for future advisory votes on the compensation of our named executive officers; and

FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022.2023.
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 permittedIf you are a beneficial owner whose shares are held of record by a broker, then your broker has discretionary voting authority to vote your shares 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 2022.2023.
Shares for which brokersHowever, your broker does not have not received instructions from their customers will not be permitteddiscretionary authority to vote on the following proposals:


To elect the eightnine nominees named in this Proxy Statement.


To approve, on advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

To vote on the frequency of future votes on the compensation of our named executive officers.
94
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
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 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 20, 202224, 2024
This Proxy Statement, our 20212023 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 are available free of charge on our website at http://proxy.fhb.com.proxy.fhb.com.
84FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
95


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 20232025 ANNUAL MEETING
Stockholders who, in accordance with the SEC’s Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 20232025 Annual Meeting of Stockholders must submit their proposals by certified mail, return receipt requested, and must be received by the Company’s Secretary at our principal offices in Honolulu, Hawaii on or before November 11, 2022,14, 2024, to be eligible for inclusion in our proxy statement and proxy card relating to that meeting. In the event that we hold our 20232025 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’ proposals must be received in our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion.
In accordance with the Company’s Bylaws, proposals of stockholders intended to be presented at the 20232025 Annual Meeting of Stockholders (other than director nominations) must be received by the Company’s Secretary no later than January 20, 2023, 24, 2025, nor earlier than December 21, 2022,25, 2024, provided that if the 20232025 Annual Meeting is held more than 30 days before, or 60 days after, April 20, 2023,24, 2025, 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 20232025 Annual Meeting, including the nomination of any person for election as a director, or any other matter raised other than pursuant to Rule 14a-8 of the proxy rules adopted under the Exchange Act, written notice of the stockholder’s intention to make such proposal must be furnished to the Company in accordance with, and including such information required by, the Company’s Bylaws.
The Corporate Governance and Nominating Committee considers nominees recommended by stockholders as candidates for election to the Board using the same criteria as candidates selected by the Corporate Governance and Nominating Committee discussed in the section entitled Proposal 1—Election of Directors.” A stockholder wishing to nominate a candidate for election to the Board at an annual meeting is required to give written notice to the Company’s Secretary of his or her intention to make a nomination in accordance with the requirements contained in the Company’s Bylaws. Pursuant to the Company’s Bylaws, notice of director nominations to be presented at the 20232025 Annual Meeting of Stockholders must be received by the Company’s Secretary no later than January 20, 2023,24, 2025, nor earlier than December 21, 2022,25, 2024, provided that if the 20232025 Annual Meeting of Stockholders is held more than 30 days before, or 60 days after, April 20, 2023,24, 2025, such notice must be given by the later of the close of business on the date 90 days prior to the meeting date or the tenth day following the date the meeting date is first publicly announced or disclosed. If the number of directors to be elected to the Board is increased and either all of the nominees for director or the size of the increased Board is not publicly announced or disclosed by the Company at least 100 days prior to the first anniversary of the preceding year’s annual meeting, notice of any stockholder nominees to serve as directors for any newly created positions resulting from the increased size may be delivered to the Company’s Secretary no later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board shall have been publicly announced or disclosed.
In addition, Section 1.13 of the Company’s Bylaws (the “Proxy Access Bylaw”) provides a right of proxy access, which enables stockholders, under specified conditions, to include their nominees for election as directors in the Company’s proxy materials. Under
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT9685
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OTHER BUSINESS

the Bylaws, any stockholder, or a group of up to twenty stockholders, owning at least three percent of the Company’s outstanding shares of common stock continuously for at least three years is eligible to nominate and include in the Company’s annual meeting proxy materials director nominees constituting the greater of two directors or twenty percent of the total number of directors of the Company, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Proxy Access Bylaw. Stockholders seeking to have one or more nominees included in the Company’s proxy statement for its 20232025 annual meeting of
stockholders must deliver the notice required by the Company’s Proxy Access Bylaw. To be timely, the notice must be received at the Company’s principal executive offices no later than January 20, 2023,24, 2025, nor earlier than December 21, 2022,25, 2024, provided that if the 20232025 Annual Meeting of Stockholders is held more than 30 days before, or 60 days after, April 20, 2023,24, 2025, 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.
In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 24, 2025.
A copy of the Company’s Bylaws is available upon request to:
First Hawaiian, Inc.
c/o the Secretary
999 Bishop Street
Honolulu, Hawaii 96813
and can also be found under the Investor Relations section of our website at
ir.fhb.com/corporate-governance/highlights.
DISTRIBUTION OF CERTAIN DOCUMENTS
This Proxy Statement, our 20212023 Annual Report to Stockholders (the “2021 Annual Report”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 are available
at
http://proxy.fhb.com.
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 ir.fhb.comor the SEC’s website atwww.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.
STATEMENT REGARDING THE DELIVERY OF A SINGLE SET OF PROXY MATERIALS TO HOUSEHOLDS WITH MULTIPLE STOCKHOLDERS
To reduce the expense of delivering duplicate proxy materials to our stockholders, we are relying on SEC rules that permit us to deliver only one proxy statement to multiple stockholders who share an address unless we receive contrary instructions from any stockholder at that address. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive a separate copy of this Proxy Statement, our 2023 Annual Report to Stockholders and our Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, or if you wish to receive separate copies of future annual reports or proxy statements, you may write to: First Hawaiian, Inc., c/o the Secretary, 999 Bishop Street, Honolulu, Hawaii 96813. We will deliver promptly upon written request a separate copy of any or all such documents to a stockholder at a shared address to which a single copy of the documents was delivered. Stockholders sharing an address who now receive multiple copies of the proxy materials may request delivery of a single copy by writing to us at the above address.
86FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
97


OTHER BUSINESS
INFORMATION NOT INCORPORATED BY REFERENCE
OTHER BUSINESS
No reports, documents or websites that are cited or referred to in this Proxy Statement shall be deemed to form part of, or to be incorporated by reference into, this Proxy Statement or otherwise incorporated
into any other filings we make with the SEC, except to the extent we specifically incorporate such information by reference.
FORWARD-LOOKING STATEMENTS
This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.   
We will furnish copies of our SEC filings (without exhibits), including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2023, as well as the 20212023 Annual Report, without charge to any stockholder upon written request or verbal request to our Company’s Secretary at:
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First Hawaiian, Inc.

Attention: Secretary

999 Bishop Street

Honolulu, Hawaii 96813
By Order of the Board of Directors,
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Joel E. Rappoport

Executive Vice President, General Counsel

and Secretary
Honolulu, Hawaii

March 11, 202214, 2024
A copy of the Company’s 20212023 Annual Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 as filed with the SEC are being furnished together with this Proxy Statement. Neither
the Company’s 20212023 Annual Report nor its Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 forms any part of the material for the solicitation of proxies.
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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”) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2023, we believe that certain non-GAAP measures provide investors with meaningful insights into the Company’s ongoing business performance. In this Proxy Statement, we present return on average tangible stockholders’ equity, which is a non-GAAP financial measure. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation and reconciliation.
In addition, certain metrics presented in the “Executive Compensation” section of this Proxy Statement are presented on an adjusted, or “core” basis. These include core net income and core return on average tangible stockholders’ equity. We believealso refer to core return on average tangible assets in this Proxy Statement, which is the ratio of core net income to average tangible assets. These metrics are non-GAAP financial measures. Additional detail and reconciliations of the measures presented on a “core” basis are set out below. Further information as to the manner that the presentation ofCompany uses 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 itemsevaluate compensation is 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“Executive Compensation” in isolation or as a substitute for analysis of our financial results or financial condition as reported under GAAP.this Proxy Statement.
Core Net Income and Reconciliation
We presentCore net income on an adjusted, or “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,
For the Fiscal Years Ended
December 31,
202120202019202320222021
Net income$265,735$185,754$284,392($ in thousands)
(Gains) losses on sale of securities
(102)
1142,715
Net income
$234,983$265,685$265,735
Costs associated with the sale of stock (Visa)(1)6,0144,8284,500Gain on sale of Visa Class B stock(40,778)
Loss on litigation2,100Losses (gains) on sale of securities39,986(102)
One-time noninterest expense items(2)10,1342,814Gain on the sale of a branch property(7,870)
Tax adjustments(3)
(4,652)
(1,318)
(2,636)
Costs associated with the sale of stock (Visa)(1)3,0261,7846,014
Total core adjustments13,4943,6247,393FDIC special assessment16,326
Core net income$279,229$189,378$291,785One-time noninterest expense items(2)7,81796712,234
Tax adjustments(3)(4,636)(734)(4,652)
Total core adjustments
13,8712,01713,494
Core net income
$248,854$267,702$279,229
(1)

Costs associated with the sale of stock related to changes in the valuation of the funding swap entered into with the buyer of our Visa Class B restricted salesshares in 2016.2016, including decreases in the conversion rate.
(2)

One-time items for the year ended December 31, 2023 consisted of a settlement expense in connection to a lawsuit against the Company and severance costs. One-time item for the year ended December 31, 2022 consisted of a one-time employee bonus related to the core conversion. 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 ofadvances, a loss on litigation and severance costs. One-time items for the year ended December 31, 2019 included a nonrecurring payment to a former executive of the Company pursuant to the Bank’s Executive Change-in-Control Retention Plan, nonrecurring offering costs and the loss on our funding swap as a result of a 2019 decrease in the conversion rate of our Visa Class B restricted shares sold in 2016.
(3)

Represents the adjustments to net income, tax effected at the Company’s effective tax rate for the respective period.
A-1
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT
A-1


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$19,330,205
Return on average total assets
1.09%
0.85%
1.40%
Return on average tangible assets
1.13%
0.89%
1.47%
Core return on average tangible assets
1.19%
0.91%
1.51%
Core Return on Average Tangible Stockholders’ Equity and Reconciliation
We compute our Core Return on Average Tangible Stockholders’ Equity as the ratio of core net income to average tangible stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total common equity. The table below presents a reconciliation to the most directly comparable GAAP financial measure:
For the Fiscal Years Ended December 31,For the Fiscal Years Ended
December 31,
202120202019202320222021
($ in thousands)($ in thousands)
Net income$265,735$185,754$284,392
Net income
$234,983$265,685$265,735
Core net income279,229189,378291,785
Core net income
248,854267,702279,229
Average total stockholders’ equity$2,708,370$2,698,853$2,609,432Average total stockholders’ equity$2,346,713$2,321,606$2,708,370
Less: average goodwill995,492995,492995,492Less: average goodwill995,492995,492995,492
Average tangible stockholders’ equity$1,712,878$1,703,361$1,613,940
Average tangible stockholders’ equity
$1,351,221$1,326,114$1,712,878
Return on average total stockholders’ equity
9.81%
6.88%
10.90%
Return on average total stockholders’ equity10.01%11.44%9.81%
Return on average tangible stockholders’ equity
15.51%
10.91%
17.62%
Return on average tangible stockholders’ equity17.39%20.03%15.51%
Core return on average tangible stockholders’ equity
16.30%
11.12%
18.08%
Core return on average tangible stockholders’ equity
18.42%20.19%16.30%
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENTA-2
A-2
FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT


ANNEX A
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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%
(1)
Adjustments that are not material to our financial results have not been presented for certain periods.
(2)
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’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.
(3)
Costs associated with the sale of stock related to changes in the valuation of the funding swap entered into with the buyer of our Visa Class B restricted sales in 2016.
A-3
FIRST HAWAIIAN, INC. 2022 PROXY STATEMENT

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FIRST HAWAIIAN, INC.Proxy for Annual Meeting of Stockholders on April 20, 202224, 2024 Solicited on Behalf of the Board of Directors TheDirectorsThe undersigned hereby appoints W. Allen Doane, Faye W. Kurren, and Allen B. Uyeda and C. Scott Wo, 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 20, 202224, 2024 at 8:00 a.m. local time virtually at https://web.lumiagm.com/224987645 (password: fh2022)fh2024), and at any adjournments or postponements thereof, and hereby revokes all previous proxies for said meeting, as follows: (Continued 1.1 (Continued and to be signed on the reverse side.) 14475


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ANNUAL MEETING OF STOCKHOLDERS OF FIRSTOFFIRST HAWAIIAN, INC.April 20, 202224, 2024 8:00 a.m., Local TimeGO GREENe-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.comhttps://equiniti.com/us/ast-access 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 Pleaseproxy.fhb.comPlease sign, date and mail your proxy card in the envelope provided as soon as possible. Pleasepossible.Please detach along perforated line and mail in the envelope provided. 00003333333330301000 7 04202200003333333333043000 4042424THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES LISTED AND "FOR" PROPOSALS 2 AND 4 AND EVERY YEAR ON PROPOSAL 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x1.Election of Directors:NOMINEES: 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 4 and EVERY YEAR on Proposal 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.MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 1a Michael K. Fujimoto 1b Robert S. Harrison 1c Faye W. Kurren1d James S. Moffatt 1e Mark M. Mugiishi 1f Kelly A. Thompson 1g Allen B. Uyeda1h Vanessa L. Washington1i C. Scott Wo2.An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement. FOR AGAINST ABSTAINEVERY EVERY EVERY TWO THREE 3.An advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. YEAR YEARS YEARS ABSTAINFOR AGAINST ABSTAIN 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. 4.Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024.Signature of StockholderDate:Signature of StockholderDate: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.


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