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

SCHEDULE 14A

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

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March 30, 201813, 2020

Dear Stockholder:

              On behalf of the Board of Directors and management of First Hawaiian, Inc., I am pleased to invite you to the 20182020 Annual Meeting of Stockholders. The Annual Meeting will be held at The Bankers Club, 999 Bishop Street, 30^th30th Floor, Honolulu, Hawaii 96813, on Wednesday, April 25, 201822, 2020 at 8:00 a.m., local time.

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

              Your vote is important. 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 and Internet voting procedures described on the proxy card at your earliest convenience.

              Thank you for your continued support of First Hawaiian.

		Sincerely,
		Robert S. Harrison
		Chairman, President and Chief Executive Officer

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FIRST HAWAIIAN, INC.

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, APRIL 25, 201822, 2020

              NOTICE HEREBY IS GIVEN that the 20182020 Annual Meeting of Stockholders of First Hawaiian, Inc. (the "Company") will be held at The Bankers Club, 999 Bishop Street, 30^th30th Floor, Honolulu, Hawaii 96813, on Wednesday, April 25, 2018,22, 2020, at 8:00 a.m., local time, for the purpose of considering and voting upon:

1.

The election to our Board of nineDirectors of the seven directors named in thisthe attached Proxy Statement to serve until the 20192021 Annual Meeting of Stockholders;



2.

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, 2018;2020;



3.

An advisory vote on the frequency of future votes on the compensation of our named executive officers;officers as disclosed in the attached Proxy Statement; and



4.

An amendment of the second amended and restated certificate of incorporation of the Company (the "Certificate of Incorporation") that would eliminate the supermajority voting requirement for any stockholder alteration, amendment, repeal or adoption of any bylaw of the Company on the date that BNP Paribas ("BNPP") or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock;



5.

An amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for the amendment, alteration, repeal or adoption of any provision of certain articles of the Certificate of Incorporation on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock;



6.

A stockholder proposal requesting that the Board of Directors adopt a policy for improving Board diversity, if properly presented at the meeting;



7.

A stockholder proposal requesting that the Board of Directors amend the Bylaws to provide proxy access for stockholders, if properly presented at the meeting; and



8.

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

              The Board of Directors has fixed the close of business on March 5, 2018February 28, 2020, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

              A list of stockholders entitled to vote at the 20182020 Annual Meeting will be available for inspection upon request of any stockholder for a purpose germane to the meeting at our principal executive offices at 999 Bishop Street, 29^th29th Floor, Honolulu, Hawaii 96813 during the ten days prior to the meeting, during ordinary business hours, and at The Bankers Club, 999 Bishop Street, 30^th30th Floor, Honolulu, Hawaii 96813 during the meeting.

              If you hold your shares of common stock through a broker or nominee and you plan to attend the 20182020 Annual Meeting, you will need to bring either a copy of the voting instruction card provided by your broker or nominee or a copy of a brokerage statement showing your ownership as of March 5, 2018.

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              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.

		By order of the Board of Directors,
		Joel E. Rappoport
		Executive Vice President, General Counsel and Secretary

Honolulu, Hawaii
March 30, 201813, 2020

iiImportant Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 22, 2020. Our Proxy Statement, our 2019 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are available on our website at www.fhb.com. By March 13, 2020, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials ("Notice"). The Notice includes instructions on how to access our Proxy Statement, our 2019 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 18, 2020. For more information, see "Frequently Asked Questions."

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FIRST HAWAIIAN, INC.
999 Bishop Street, 29^th29th Floor
Honolulu, Hawaii 96813

PROXY STATEMENT
FOR THE 20182020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, APRIL 25, 201822, 2020

              These proxy materials are furnished in connection with the solicitation by the board of directors (the "Board" or our "Board") of First Hawaiian, Inc. ("First Hawaiian" or the "Company"), a Delaware corporation, of proxies to be voted at the 20182020 Annual Meeting of Stockholders of the Company and at any adjournment of such meeting (the "Annual Meeting"). This Proxy Statementproxy statement (this "Proxy Statement"), together with the Notice of Annual Meeting and proxy card, is first being mailed to stockholders on or about March 30, 2018.13, 2020.

The Company

              The Company completed the initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (our "common stock"), in August 2016 and is a publicly traded bank holding company with its shares listed on the NASDAQ Global Select Market ("NASDAQ") under the ticker symbol "FHB." Prior to the IPO, the Company was a wholly-owned indirect subsidiary of BNP Paribas ("BNPP"), a financial institution based in France. Following the IPO and a subsequent secondary offering of the Company's common stock in February 2017 (including the full exercise of the underwriters' option to purchase additional shares of common stock completed on February 17, 2017), BNPP continues to own approximately 62.0% of the Company's common stock. BNPP exercises considerable control over the Company as a controlling stockholder and pursuant to a Stockholder Agreement between the Company and BNPP entered into in connection with the IPO (the "Stockholder Agreement"). The Company owns 100% of the outstanding common stock of First Hawaiian Bank ("FHB" or the "Bank").

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

              We are pleased to provide access to our proxy materials on the Internet. By using the SEC's Notice and Access Rule, most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This offers a convenient way for stockholders to review the materials. The notice is not a proxy card and cannot be used to vote.

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

Certain Defined Terms

              When used in this Proxy Statement, the terms "First Hawaiian," "FHI," "we," "our," "us" and the "Company" refer to First Hawaiian, Inc., a Delaware corporation, and its consolidated subsidiaries, which include only First Hawaiian Bank and its subsidiaries, and the term "fiscal year" refers to our fiscal year, which is based on a 12-month period ending December 31 of each year (e.g.(e.g., fiscal year 20172019 refers to the 12-month period ended December 31, 2017)2019).

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ABOUT THE MEETINGPERFORMANCE AND GOVERNANCE HIGHLIGHTS

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

Business Performance

•

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



•

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



•

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



•

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



•

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



•

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



•

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

---

*

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

Capital Highlights

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

•

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



•

Dividend payments of $138.2 million



•

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

---

**

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

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Corporate Governance Highlights

Active and Responsive Stockholder Engagement

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

•

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



•

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



•

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

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

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Executive Compensation Linked to Performance

              The following table summarizes the notable features of our 2019 executive compensation program, which were designed to align with "best practice" compensation governance.

Corporate Social Responsibility

•

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



•

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



•

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



•

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

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FREQUENTLY ASKED QUESTIONS

Why am I receiving these materials?

              We are providing these proxy materials to you in connection with the solicitation, by the Board of Directors of First Hawaiian, Inc., of proxies to be voted at the Annual Meeting. You are receiving this Proxy Statement because you were a First Hawaiian, Inc. stockholder as of the close of business on February 28, 2020, the record date for the Annual Meeting. This Proxy Statement provides notice of the Annual Meeting, describes the proposals presented for stockholder action and includes information required to be disclosed to stockholders.

When and where is the Annual Meeting?

              The Annual Meeting will be held on Wednesday, April 25, 201822, 2020 at 8:00 a.m., local time, at The Bankers Club, 999 Bishop Street, 30^th Floor, Honolulu, Hawaii.Hawaii 96813. For directions to the Annual Meeting of Stockholders, please call our Investor Relations department at (808) 525 – 8816.

What is the purpose ofmatters will be submitted to stockholders at the Annual Meeting?

              At the Annual Meeting, stockholdersyou will act upon the matters described in the Notice of Annual Meeting that accompanies this Proxy Statement, including (i) the election of nine nominees for director named in this Proxy Statement, (ii) the ratificationbe asked to vote on each of the appointment by the Audit Committee of the Board of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2018, (iii) an advisory vote on the frequency of future votes on the compensation of our named executive officers ("NEOs"), (iv) an amendment of the second amended and restated certificate of incorporation of the Company (the "Certificate of Incorporation") that would eliminate the supermajority voting requirement for any stockholder alteration, amendment, repeal or adoption of any bylaw of the Company on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock, (v) an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for the amendment, alteration, repeal or adoption of any provision of certain articles of the Certificate of Incorporation on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock, (vi) a stockholder proposal requesting that the Board of Directors adopt a policy for improving Board diversity and (vii) a stockholder proposal requesting that the Board of Directors amend the Bylaws to provide proxy access for stockholders.following matters:

Who may vote at the Annual Meeting?

              Only record holders of our common stock as of the close of business on March 5, 2018February 28, 2020 (the "Record Date"), will be entitled to vote at the Annual Meeting. On the Record Date, the Company had outstanding 139,601,123130,350,725 shares of common stock. Each outstanding share of common stock entitles the holder to one vote.

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 aeach 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 presentvoted upon at the Annual Meeting.

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

Stockholder Voting Generally

              Each stockholder entitled to vote atAs of February 28, 2020, the Annual Meeting will be entitledRecord Date, there were 130,350,725 shares of our common stock outstanding, each of which entitles the holder to one vote for each share of stock held by such stockholder as of the Record Date, which has voting powermatter to be voted upon the matter in question.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

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majority of the directors of such other corporation, are not counted in determining the total number of outstanding shares and will not be not 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

              A pluralityThe affirmative vote of a majority of the votes cast for their election is required for the election of eachdirectors in an uncontested election, such as the election of directors at the nine nominees for director.2020 Annual Meeting. This means that the nine nominees receiving the highest number of votes will be elected regardless of whethercast "FOR" a director nominee must exceed the number of votes received by any suchcast "AGAINST" that nominee. Abstentions and broker non-votes are not counted as votes "for" or "against" a director nominee. Any nominee constituteswho 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 numberfailure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Corporate Governance and Nominating Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and disclose its decision-making process. In a contested election, the required vote would be a plurality of votes cast. Abstentions, votes to withhold and broker non-votes will not be counted for purposesFull details of this proposal and will not affectpolicy are set forth in our Corporate Governance Guidelines, which can be found on the resultinvestor relations tab of the vote.our website located at http://www.fhb.com.

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

              The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 2 is required for the ratification of the appointment of our independent registered public accounting firm. Abstentions and broker non-votes will not be counted as votes cast and will have nothe effect on the outcome of the voting onagainst 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 shareholder advisory votes to approve the compensation of our named executive officers. Abstentions will not be included in the total votes cast and will not affect the results.

Proposal 4: Elimination of Supermajority Voting Requirement for Any Stockholder Alteration, Amendment, Repeal or Adoption of Any Bylaw

        The affirmative vote of no less than 75% of the votes of all outstanding shares entitled to vote on Proposal 4 is required for the approval of an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for any stockholder alteration, amendment, repeal or adoption of any bylaw of the Company on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock. Abstentions and broker non-votes will have the same impact on the outcome of the voting on this proposal as votes "against" this proposal.

Proposal 5: Elimination of Supermajority Voting Requirement for Any Amendment, Alteration, Repeal or Adoption of Any Provision of Certain Articles of the Certificate of Incorporation

        The affirmative vote of a majority of the outstanding stock entitled to vote on Proposal 5 is required for the approval of an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for the amendment, alteration, repeal or adoption of any provision of certain articles of the Certificate of Incorporation on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock. Abstentions and broker non-votes will have the same impact on the outcome of the voting on this proposal as votes "against" this proposal.

Proposal 6: Stockholder Proposal Requesting the Adoption of a Policy for Improving Board Diversity

        The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposals 6 is required for the approval of stockholder proposal requesting that the




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Board of Directors adopt a policy for improving Board diversity. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the voting on this proposal.

Proposal 7: Stockholder Proposal Requesting a Bylaw Amendment to Provide Proxy Access for Stockholders

              The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 73 is required for the approval, on an advisory basis, of the stockholdercompensation of our named executive officers as disclosed in this Proxy Statement. The results of the vote on the proposal requesting thatare not binding on the Board of Directors amendDirectors. Abstentions will have the Bylaws to provide proxy access for stockholders. Abstentions and brokereffect of voting against this proposal. Broker non-votes will not be counted as votes cast and will have no effect on the outcome of the voting on this proposal.

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

              The Board recommends a vote:

•

"FOR" the election of each of the seven director nominees named in this Proxy Statement;



•

"FOR" the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020; and



•

"FOR" the resolution approving the compensation of the Company's named executive officers as disclosed in this Proxy Statement.

How do I submit my vote?

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

•

attending the Annual Meeting and voting by ballot;



•

signing, dating and mailing in your proxy card;



•

using your telephone, according to the instructions on your proxy card; or



•

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

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

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

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




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determining whether a quorum is present at the Annual Meeting. If shares are held by brokers who are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions ("broker non-votes"), those shares will be counted as represented at the Annual Meeting for the purpose of determining whether a quorum is present at the Annual Meeting.

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

              All stockholders who attend the Annual Meeting in person will be asked to check in at the registration desk prior to admittance to the meeting. Stockholders who own Company stock through a broker, or other nominee, will need to bring either a copy of the voting instruction card provided by the stockholder's broker or nominee or a copy of his or her brokerage statement as proof of ownership, along with photo identification. No cameras or recording equipment will be permitted in the Annual Meeting, and all cell phones must be turned off. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the Annual Meeting, you will need to ask the holder for a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and turn it in with a signed ballot that will be provided to you at the Annual Meeting.

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

              Yes. If you are a stockholder of record, you may change your vote by:

•

voting in person by ballot at the Annual Meeting;



•

returning a later-dated proxy card;



•

entering a new vote by telephone or on the Internet; or



•

delivering written notice of revocation to our Corporatethe Company's Secretary by mail at 999 Bishop Street, 29^th29th Floor, Honolulu, Hawaii 96813.




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Who will count the votes?

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

Will my vote be kept confidential?

              Yes. As a matter of policy, stockholder proxies, ballots and tabulations that identify individual stockholders are kept secret and are available only to the Company and its inspectors, who are required to acknowledge their obligation to keep your votes confidential.

Who pays to prepare, mail and solicit the proxies?

              The Company pays all of the costs of preparing, mailing and soliciting proxies in connection with this Proxy Statement. In addition to soliciting proxies through the mail by means of this Proxy Statement, we may solicit proxies through our directors, officers and employees in person and by telephone, facsimile or email. The Company asks brokers, banks, voting trustees and other nominees and fiduciaries to forward proxy materials to the 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




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D. F. King & Co., Inc., 4048 Wall Street, New York, NY 10005 to solicit proxies for a fee of $7,500$8,500, plus expenses.

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

        The Board recommends a vote:

•

FOR the election of each of the nine director nominees named in this Proxy Statement;



•

FOR the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2018;



•

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



•

FOR an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for any stockholder alteration, amendment, repeal or adoption of any bylaw of the Company on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock;



•

FOR an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for the amendment, alteration, repeal or adoption of any provision of certain articles of the Certificate of Incorporation on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock;



•

AGAINST the stockholder proposal requesting that the Board of Directors adopt a policy for improving Board diversity; and



•

AGAINST the stockholder proposal requesting that the Board of Directors amend the Bylaws to provide proxy access for stockholders.




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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 nineseven director nominees named in this Proxy Statement;



•

"FOR" the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2018;2020; and



•

a frequency of EVERY YEAR for future advisory votes on"FOR" the resolution approving the compensation of ourthe Company's named executive officers;officers as disclosed in this Proxy Statement.



•

FOR an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for any stockholder alteration, amendment, repeal or adoption of any bylaw of the Company on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock;



•

FOR an amendment of the Certificate of Incorporation that would eliminate the supermajority voting requirement for the amendment, alteration, repeal or adoption of any provision of certain articles of the Certificate of Incorporation on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock;



•

AGAINST the stockholder proposal requesting that the Board of Directors adopt a policy for improving Board diversity; and



•

AGAINST the stockholder proposal requesting that the Board of Directors amend the Bylaws to provide proxy access for stockholders.

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

How will broker non-votes be treated?

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

•

The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2018.2020.

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

•

To elect the nineseven director nominees named in this Proxy Statement.



•

To voteapprove, on the frequency of future votes onadvisory basis, the compensation of our named executive officers.



•

To amend the Certificate of Incorporation to eliminate the supermajority voting requirement for any stockholder alteration, amendment, repeal or adoption of any bylaw of the Company on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock.




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•

To amend the Certificate of Incorporation to eliminate the supermajority voting requirement for the amendment, alteration, repeal or adoption of any provision of certain articles of the Certificate of Incorporation on the date that BNPP or an affiliate thereof ceases to beneficially own at least 5% of our outstanding common stock.



•

The stockholder proposal requesting that the Board of Directors adopt a policy for improving Board diversity.



•

The stockholder proposal requesting that the Board of Directors amend the Bylaws to provide proxy access for stockholders.officers as disclosed in this Proxy Statement.

What if other matters come up during the Annual Meeting?

              If any matters other than those referred to in the Notice of Annual Meeting properly come before the Annual Meeting, the individuals named in the accompanying proxy card will vote the proxies held by them in accordance with their best judgment. 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.




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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 26, 2017:22, 2020:
This Proxy Statement, and our 2017Our 2019 Annual Report to Stockholders and Our Annual Report on
Form 10-K for the Year Ended December 31, 2019 Are Available Free of Charge at:
http://proxy.fhb.com.




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PROPOSAL NO. 1—ELECTION OF DIRECTORS


Board of Directors

              Our Board currently has nineseven members, consisting of our Chief Executive Officer five directors designated for nomination(who also serves as chairman of the Board) and election by BNPP and threesix other directors who are "independent" under the listing standards of NASDAQ. The terms of office of all seven directors expire at the Annual Meeting.

              Our Amended and Restated Bylaws (the "Bylaws") provide that the Board will consist of no less than five directors and that there initially will be nine directors. Pursuant to our Amended and Restated Certificate of Incorporation and the Stockholder Agreement,(the "Certificate of Incorporation"), the number of directors constituting our Board will be fixed from time to time by resolution of the Board; provided that,Board.

              At the Annual Meeting, you will be asked to elect seven individuals to serve on the Board. The Board has nominated all seven current members of the Board for re-election as directors at the Annual Meeting, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2021. Each director will hold office until his or her successor has been elected and qualified or until the date BNPP ceases to directlydirector's earlier resignation or indirectly beneficially own at least 25%removal.

              All of our outstanding common stock, we cannot changedirectors are elected annually by the size of our Board without either the approvalaffirmative vote of a majority of votes cast.

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



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Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the BNPP designated directorsdirector to remain on theour Board at the time of such action or BNPP's waiver of its rights under the Stockholder Agreement.

        Until the date BNPP ceases to beneficially own at least 5% of our common stock, in connection with any meeting of our stockholders at which directors are to be elected, the Stockholder Agreement provides BNPP the right to designateand will make a number of individuals for nomination and electionrecommendation to our Board determined by a formula described inregarding the agreement. BNPP currently hasresignation.

              For detailed information on the right to designate five individualsvote required for nomination and election to our Board. We are required to recommend and solicit proxies in favor of, and to otherwise use our best efforts to cause the election of each person designated by BNPP whose nomination has been approved. For background on our relationship with BNPPdirectors and the Stockholder Agreement,choices available for casting your vote, please see "Our Relationship with BNPP and Certain Other Related Party Transactions—Relationship with BNPPFrequently Asked Questions."

Nominees for Election as Directors at the 20182020 Annual Meeting

              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 takes into accountconsiders 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 perpetuate the Company's success and represent stockholder interests through the exercise of sound judgment, usingbased 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.

        On the recommendation of the Corporate Governance and Nominating Committee, the Board has determined that the size of the Board is currently appropriate and has nominated all nine current members of the Board for re-election as directors at the Annual Meeting, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2019.




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

Director Name		Age		Director Since		Principal Occupation
Robert S. Harrison		57		2016		Chairman and Chief Executive Officer of First Hawaiian
Matthew J. Cox		56		2016		Chairman of the Board and Chief Executive Officer of Matson, Inc.
W. Allen Doane		70		2016		Retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc.
Thibault Fulconis		52		2016		Chief Operating Officer and Vice Chairman of Bank of the West, Vice Chairman of BancWest Corporation
Gérard Gil		68		2016		Retired senior finance and accounting advisor to BNPP
Jean-Milan Givadinovitch		62		2016		Head of Operational Risk Framework Design and Strategy for BNPP
J. Michael Shepherd		62		2016		Chairman of BNP Paribas USA, Inc., BancWest Corporation and Bank of the West
Allen B. Uyeda		68		2016		Retired Chief Executive Officer of First Insurance Company of Hawaii
Michel Vial		60		2016		Head of Group Strategy and Development of BNPP

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Robert S. Harrison

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2016

Chairman of the Board, President and Chief Executive Officer of First Hawaiian

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Matthew J. Cox*

58

2016

Chairman of the Board and Chief Executive Officer of Matson, Inc.

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W. Allen Doane*

72

2016

Retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc.

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Faye W. Kurren*

69

2018

Retired President and Chief Executive Officer of Hawaii Dental Service

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Allen B. Uyeda*

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2016

Retired Chief Executive Officer of First Insurance Company of Hawaii

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Jenai S. Wall*

61

2018

Chairman and Chief Executive Officer of Foodland Super Market, Ltd.

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C. Scott Wo*

54

2018

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

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"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.

Required Vote

              With regard to the election of the director nominees, votes may be cast in favor or withheld. The nominees receivingagainst. A majority of the greatestvotes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2020 Annual Meeting). A majority of the votes cast means that the number of affirmative votes cast at"FOR" a director nominee must exceed the Annual Meeting will be elected directors; therefore, abstentions,number of votes withheld and broker non-votes will have no effect on the results of the vote.cast "AGAINST" that nominee.

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




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DIRECTORS AND EXECUTIVE OFFICERS


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

Name		Age			Position	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Name		​		Age		​		Position		​
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		Robert S. Harrison			57	59				Chairman of the Board, of DirectorsPresident and Chief Executive Officer
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		Matthew J. Cox			56	58				Director
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		W. Allen Doane			70	72				Director
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		Thibault FulconisFaye W. Kurren			52		Director
Gérard Gil 69			68		Director
Jean-Milan Givadinovitch
62​	​	Director​	​	​	​	​	​	​	​	​	​	​
J. Michael Shepherd			62		Director
Allen B. Uyeda			68	70				Director
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		Michel VialJenai S. Wall			60	61				Director
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		Eric K. YeamanC. Scott Wo			50	54		President and Chief Operating Officer, Interim Chief Financial Officer		Director
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		Alan H. Arizumi			58	60				Vice Chairman of Wealth Management Group
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		Ravi Mallela				50				Executive Vice President and Chief Financial Officer
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		Lance A. Mizumoto			59	61		Executive		Vice PresidentChairman and Chief Lending Officer Commercial Banking Group
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		Mitchell E. Nishimoto			54	56		Executive		Vice President,Chairman and Head of Retail Banking Group
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		Ralph M. Mesick			58	60		Executive		Vice PresidentChairman and Chief Risk Officer
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              A brief biography of each person who serves as a director or executive officer of our First Hawaiian is set forth below:

              Robert S. Harrison, the Chairman, President and Chief Executive Officer of First Hawaiian, has been the Chief Executive Officer of First Hawaiian Bank since January 2012 and the Chairman of the Bank's board of directors since May 2014.2014, and was reappointed President in August 2019. Mr. Harrison served as the Chief Operating Officer of First Hawaiian Bank from December 2009 to January 2012 and as its President from December 2009 to June 2015. He was named Vice Chairman of First Hawaiian Bank in 2007 and served as the Bank's Chief Risk Officer from 2006 to 2009. Mr. Harrison joined First Hawaiian Bank's Retail Banking group in 1996 and has over 2930 years of experience in the financial services industry in Hawaii and on the U.S. mainland. Prior to the Reorganization Transactions (described elsewhere in the proxy statement)this Proxy Statement), Mr. Harrison served as Vice Chairman of BancWest.BancWest Corporation ("BancWest"). Following the completion of the Reorganization Transactions, Mr. Harrison continuescontinued to serve as Vice Chairman of BancWest Corporation.until 2019. Mr. Harrison serves on the board of Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development.development, and on the board of Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii. He also serves as the Chairman of the Hawaii Medical Service Association. He is a member of the boards of the Hawaii Community Foundation, Hawaii Bankers Association, Hawaii Business Roundtable and Blood Bank of Hawaii.Maryknoll Foundation. Mr. Harrison holds a bachelor's degree in applied mathematics from the University of California, Los Angeles and an M.B.A. from Cornell University.

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




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              Matthew J. Cox, a member of the Board and both the Audit andchair of the Compensation CommitteesCommittee of First Hawaiian, has served on the First Hawaiian Bank board of directors since 2014.2014 and the Risk Committee from 2014 to March 2016. He ishas served as the Chairman of the Board and Chief Executive Officer of Matson, Inc., a public company and leading carrier for ocean transportation services in the Pacific, where he has been since April 2017, and as the Chief Executive Officer of Matson, Inc. since June 2012, having previously




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served as President, Chief Operating Officer and Chief Financial Officer. Mr. Cox brings to the Board of First Hawaiian extensive experience in supervising and performing company financial functions. Prior to joining Matson, Inc. in 2001, he served as Chief Operating Officer and Chief Financial Officer for Distribution Dynamics, Inc., a provider of outsourced logistics, inventory management and integrated information services that is now a division of Anixter Industries, a Fortune 500 public company.services. Mr. Cox also previously held executive and financial positions with American President Lines, Ltd., a global container transportation and logistics company. Mr. Cox servedserves on the board of the Standard Club from 2010 to 2017, the board of Gallo Glass Company, a subsidiary of Gallo, Inc. and the advisory boards of Catholic Charities of Hawaii and the University of Hawaii Shidler College of Business and, from 2008 to 2012, he served on the board of the Pacific Maritime Association. Mr. Cox holds a bachelor's degree in accounting and finance from the University of California, Berkeley.

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

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

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

Thibault FulconisFaye Watanabe Kurren, a member of the Board and the Risk Committee of First Hawaiian, has served as Chief Operating Officer and Vice Chairman of Corporate Functions at Bank of the West since 2015. Before that, he served as Co-Chief Operating Officer of BNP Paribas USA from 2016 to 2017 and as Vice Chairman—Commercial Banking and Consumer finance from 2012 to 2015. Previously, Mr. Fulconis was Chief Financial Officer and Treasurer of BancWest from 2006 to 2012. He brings to the First Hawaiian Board extensive experience in the financial services industry, having held numerous other senior management positions, including Head of Finance and Development for BNPP's International Retail and Financial Services Division from 2003 to 2006, Head of Financial Management at BNPP from 1995 to 2003, Senior Corporate Banking Officer at Banque Paribas Luxembourg from 1992 to 1995 and Head of Management Accounting at Banque Paribas Luxembourg from 1989 to 1992. Mr. Fulconis also served as a business analyst in the mergers and acquisitions division of Booz Allen Hamilton in Paris from 1988 to 1989. Mr. Fulconis graduated from the business school at École des Hautes Etudes Commerciales with a major in finance. Mr. Fulconis was nominated to First Hawaiian's Board by BNPP consistent with its rights under the Stockholder Agreement.

Gérard Gil, a member of the Board and the chair of both the CompensationAudit and Corporate Governance and Nominating Committees of First Hawaiian, has been Senior Advisor to BNPP's executive committee from 2012 through April 2017. Mr. Gil brings toserved on the First Hawaiian Board extensive experienceBank board of directors since 2005. She also serves on the Senior Trust Committee of the board of directors of the Bank. From 2003 until her retirement in financial reportingNovember 2014, Ms. Kurren served as the President and accounting, as he was Deputy Chief FinancialExecutive Officer of BNPP from 2009Hawaii Dental Service, a Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in Hawaii. Prior to 2011 and Group Chief Accounting Officer of BNPP from 1999 to 2009, supervising BNPP's accounting department from its creation. Before joining BNPP, hethat, Ms. Kurren served as Group Chief Accounting Officer with Banque Nationale de Paristhe President of Tesoro Hawaii, LLC, a former subsidiary of Marathon Petroleum (f/k/a Tesoro Corporation and Andeavor), from 19851998 to 1999, during which time he developed accounting2003. She serves on the board of Helping Hands Hawaii and internal control policies and oversaw group financial and regulatory reporting. Mr. Gilis an advisory director of First Insurance Company of Hawaii. She served as the past Chairperson of the Hawaii State




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previously held positions with Banque Française du Commerce ExtérieurCommission on the Status of Women, the University of Hawaii Foundation and KPMG. He was Chairmanthe Hawaii State Chapter of the accounting committee of the French Banking Association from 1998 to 2016 and of the accounting committee of the European Banking Federation from 2006 to 2011. Mr. Gil serves as chairman of the audit committee of Banco BNP Paribas Brazil and BNP Paribas Brazil Conglomerado, asAmerican Red Cross. Ms. Kurren holds a board member of the French High Council for Statutory Auditors and as a member of the audit committee of BNP Paribas USA, Inc., New York, New York. He also chairs the audit committee of BNP Paribas US Wholesale Holdings, Corp. He also served on the audit committee of BGL BNP Paribas, Luxembourg from 2012 to 2015 and on the audit and finance committees of CLS Group Holdings AG, Zurich and CLS International, NY from 2013 to 2017. Mr. Gil graduatedlaw degree from the business schoolUniversity of École Supérieure de Commerce de ParisHawaii, a Masters of Arts in Sociology from the University of Chicago and holds a graduate degreeBachelor of Arts in accounting. Mr. Gil was nominated to First Hawaiian's Board by BNPP consistent with its rights under the Stockholder Agreement.Sociology from Stanford University.

              Jean-Milan Givadinovitch,Ms. Kurren's experience as the president and chief executive officer of a member of the Board and the Risk Committee of First Hawaiian, has been Head of Operational Risk Framework Design and Strategy within the BNP Paribas Risk Division since September 2017. Mr. Givadinovitch brings to the First Hawaiian Boardmajor, local healthcare insurance company provides her with extensive experience in overseeing audit functionsan important local industry and risk management in the banking industry. He previously served as Executive Vice President of Bank of the West and Head of its Business Compliance Project Office since January 2016 and was Director of Audit and Inspection at Bank of the West from 2002 to 2008. Prior to joining Bank of the West, he held positions at Turk Ekonomi Bankasi ("TEB"), a commercial bank in Turkey that is owned more than 70% by BNPP. From 2009 to 2015, he served on the board of TEB Investment, a TEB brokerage firm. From 2010 to 2015, Mr. Givadinovitch served on the board of TEB, as chairman of TEB's audit committee and as vice-chairman of its credit committee. During this time, he also served on the board of TEB N.V. (Netherlands), a bank specialized in commodity financing, the board of TEB Asset Management and the board of TEB Factoring, an affiliate of TEB that renders factoring services, where he served as chairman of the audit committee as well. From 2008 to 2010, Mr. Givadinovitch served as Chief Risk Officer of TEB and headed the working groups on risks and recovery during TEB's merger with Fortis Turkey. Mr. Givadinovitch holds a bachelor's degree in public administration from the Paris Institute of Political Studies and an M.B.A. from HEC—Business School. Mr. Givadinovitch was nominated to First Hawaiian's Board by BNPP consistent with its rights under the Stockholder Agreement.

J. Michael Shepherd, a member ofprovides the Board with expertise in management and the Corporate Governance and Nominating Committee of First Hawaiian, has served on the board of directors of each of First Hawaiian Bank, Bank of the West and BancWest since 2008, including as a member of the First Hawaiian Bank compensation committee since 2010. Mr. Shepherd brings to the First Hawaiian Board extensive legal and managerial experience as well as knowledge of the banking industry. He is Chairman of BNP Paribas USA, Inc., BancWest Corporation and Bank of the West,corporate governance matters. In addition, having served as Chairman and Chief Executive Officer of BancWest and Bankthe president of the West from January 2008 to June 2016. Prior to 2008, Mr. Shepherd servedsubsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as President, General Counsel, Chief Risk Officer and Chief Administrative Officerone of Bank of the West. Before joining Bank of the West, Mr. Shepherd was General Counsel of The Bank of New York Company, Inc. from 2001 to 2004 and a partner in the San Francisco law firm Brobeck, Phleger & Harrison LLP from 1995 to 2000. He was previously General Counsel of Shawmut National Corporation (currently a Bank of America affiliate) from 1993 to 1995 and Special Counsel to Sullivan & Cromwell LLP from 1991 to 1993. Mr. Shepherd also served as Senior Deputy Comptroller of the Currency, Associate Counsel to the President of the United States and Deputy Assistant Attorney General. He was President of the Federal Advisory Council to the Federal Reserve in 2014 and was a member of the Council from 2012 to 2014. He has served as a Member of the FDIC Advisory Committee on Economic Inclusion from 2011 to 2017 and as a Director of the Presidio Trust from 2008 to 2012. He received the HOPE Silver Rights Vision Award in 2015 and was the 2013 Recipient of the Distinguished Achievement Award of B'nai B'rith International. Mr. Shepherd also servesthree audit committee financial experts serving on the boards of Pacific Mutual Holdings, Inc., which engages in insurance, financial services




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and other investment-related businesses, and Pacific Life Insurance Company, a provider of various life insurance products, mutual funds and investment advisory services. He is a member of the Advisory Boards of FTV Capital and of Promontory Interfinancial Network, and the Council on Foreign Relations. He holds a bachelor's degree from Stanford University and a J.D. from University of Michigan Law School. Mr. Shepherd was nominated to First Hawaiian's Board by BNPP consistent with its rights under the Stockholder Agreement.Audit Committee.

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

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

Michel VialJenai S. Wall, a member of the Board and the Compensation Committeeand Risk Committees of First Hawaiian, has been Head of Group Strategy and Development at BNPP since 2011. Mr. Vial brings toserved on the First Hawaiian Board extensive experience in the financial services industry, having been an employee and officer of BNPP for over three decades. He served as Head of BNPP Corporate Finance from 1992 to 1996, Head of French Coverage for Large Corporates from 2004 to 2006 and Head of BNPP Development from 2007 to 2011. During his time as Head of BNPP Development, he was in charge of BNPP's acquisition of Fortis Bank. Prior to joining BNPP, Mr. Vial worked at Arthur Andersen Consulting, now known as Accenture. Mr. Vial serves on the supervisory boards of STET, a French payments company in which BNPP participates, and 441 Trust Company Ltd. (a United Kingdom company representing former Visa Europe Ltd. members). He is a graduate of École Polytechnique and École Nationale Supérieure des Télécommunications in Paris and holds a master's degree from Stanford University. Mr. Vial was nominated to First Hawaiian's Board by BNPP consistent with its rights under the Stockholder Agreement.

Eric K. Yeaman, the President and Chief Operating Officer of First Hawaiian, has been President and Chief Operating Officer of First Hawaiian Bank and a member of the Bank's board of directors since June 2015. Since February 2018, he1995. Ms. Wall has also served as Interim Chief Financial Officer of First Hawaiian and First Hawaiian Bank. Prior to joining First Hawaiian Bank, Mr. Yeaman was the Presidentbeen Chairman and Chief Executive Officer of Hawaiian Telcom Holdco, Inc. (NASDAQ: HCOM), Hawaii's leading telecommunications provider, from 2008 until 2015. In December 2008, Hawaiian Telcom filed a petition for bankruptcy under Chapter 11Foodland Super Market, Ltd. since 1998 and serves as Chief Executive Officer of the federal bankruptcy laws. Under Mr. Yeaman's leadership,other entities that comprise the Sullivan Family of Companies, including Food Pantry, Ltd., Kalama Beach Corporation, Pacific Warehouse, Inc., and The Coffee Bean and Tea Leaf Hawaii. Ms. Wall has served on the board of First Hawaiian, Inc. since August 1, 2018. She serves as a director of Matson, Inc., a public company, emerged from bankruptcy in October 2010 and operated profitably throughout his remaining tenure with that company. Mr. Yeaman's prior experience also includes consulting and audit work from 1989 to 2000 at Arthur Andersen LLP, where he was a Senior Manager. From 2000 until 2003, Mr. Yeaman served as Chief Operatinga director of Alexander & Baldwin, Inc., a public company, from April 2015 to April 2019. She also serves as Chair of The Queen's Health Systems Board of Trustees and Financial Officer at Kamehameha Schools,serves on the boards of Servco Pacific, Inc. and 'Iolani School. She earned her bachelor's degree in Mathematics from Wellesley College and master's degree in Business Administration from Columbia University.

              Ms. Wall's over 20 years' experience as chief executive officer of Hawaii's largest locally owned supermarket chain and her years of service as a director of a publicly traded real estate company, as




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from 2003 until 2008, he servedwell as Financial Vice Presidenther substantial involvement on the boards of directors of several prominent Hawaii charitable organizations, have provided her with a wealth of experience in management, business and Chief Financial Officer of Hawaiian Electric Industries Inc. (NYSE: HE)finance.

C. Scott Wo, a publicly traded electric utility holding company owningmember of the Board and both the Audit and Risk Committees, is an Owner of C.S. Wo & Sons, Ltd., his family's home furnishings enterprise founded in 1909, a Partner/Manager of Kunia Country Farms, one of the largest supplier of electricityaquaponics farms in Hawaii, taking responsibility for financial strategy and reporting, investor relations and pension plan management. He later served as Senior Executive Vice President and Chief Operating Officer of its Hawaiian Electric Company subsidiary. Mr. Yeaman serves on the publicly traded company boards of Alaska Air Group, Inc., Alexander & Baldwin, Inc. and Hawaiian Telcom as well as the not-for-profit boards of the Harold K.L. Castle Foundation, the FriendsState of Hawaii, Charities and the First Hawaiian Bank Foundation. Mr. Yeaman holds a bachelor'san Adjunct Professor of Management at Columbia Business School in business administration degree in accounting fromNew York City. He currently serves as Investment Committee Chair for the University of Hawaii Foundation, Finance Committee Chair for The Queen's Health System, Finance Committee Chair for the Takitani Foundation and on the advisory board of the American Red Cross Hawaii State Chapter. Dr. Wo holds a Bachelor of Science in Economics from the Wharton School at Manoathe University of Pennsylvania, an M.B.A. from the Columbia Business School at Columbia University and is a Certified Public Accountant (notPh.D. in public practice) in Hawaii.Finance from the Anderson School at UCLA.

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

              Alan H. Arizumi, the Vice Chairman of Wealth Management of both First Hawaiian and First Hawaiian Bank, oversees all areas of the Wealth Management Group, which includes Personal Trust, Private Banking, Wealth Advisory, Institutional Wealth Management,Advisory Services, Investment Services, Wealth Management Service Center, Trust Compliance and Bishop Street Capital Management Corporation. At the Bank level, he has overseen the Wealth Management Group since 2013. From 2014 to 2017, he also concurrently oversaw the Consumer Banking Group. Previously, Mr. Arizumi was Executive Vice President of the Bank's Business, Dealer and Card Services Group from 2010 to 2013 and Executive Vice President and Chief Risk Officer of the Bank's Risk Management Group from 2009 to 2010. From 2013 to 2017, he served as the Chairman and Chief Executive Officer of Bishop Street Capital Management Corporation, and since 2016 has served as Vice President and Treasurer (2016) and subsequently President (2017)a subsidiary of the Center Club, Inc. Mr. Arizumi serves on the boards of Bishop Street Capital Management Corporation, Bankers Club, Inc. and Center Club, Inc., which are subsidiaries of the Bank, and he serves on the Board of the First Hawaiian Bank Foundation.Bank. He also serves on the local boards of Hawaii Community Foundation, Hawaii Youth Symphony, Kuakini Medical Center, Kuakini Health System, McKinley High School Foundation and KCAA Preschools of Hawaii, and he is a special advisor to the Oahu Economic Development Board. Mr. Arizumi holds a bachelor's degree in business administration from the University of Hawaii and is a graduate of the Pacific Coast Banking School.

              Lance A. MizumotoRavi Mallela, the Executive Vice President and Chief Financial Officer of First Hawaiian and First Hawaiian Bank, has served in those capacities since September 2018. Prior to joining First Hawaiian, Mr. Mallela served as Senior Vice President, Head of Finance and Treasury of First Republic Bank, San Francisco, California, since 2013, where he ran the financial planning, treasury and credit risk modeling teams and was responsible for the strategic planning and forecasting process, liquidity and capital management, asset and liability management and stress testing programs. Previously, Mr. Mallela served as Managing Director, Corporate Finance for the Bank of Montreal from 2012 to 2013, where he managed the stress testing and capital management programs for their U.S. banking subsidiary. From 2004 to 2012, Mr. Mallela worked at Wells Fargo Bank in the Treasury group. Mr. Mallela serves on the board of the Blood Bank of Hawaii and is an advisory board member for the Masters in Finance Program at St. Mary's College of California. Mr. Mallela has an MBA from the University of California at Los Angeles and a Bachelor of Science from the University of San Francisco, and he completed the Stanford Executive Program.

Lance A. Mizumoto, the Vice Chairman and Chief Lending Officer of First Hawaiian and First Hawaiian Bank, rejoined the Bank in January 2017. He was named Chief Lending Officer, Commercial Banking Group, rejoined the Bank in JanuaryJuly 2017 and was namedappointed to his current position in July 2017.January 2019. He oversees




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all areas of the Commercial Banking Group, including Corporate Banking Division, Commercial Real Estate Division and Trade Finance Department. Prior to joining First Hawaiian Bank in 2017, Mr. Mizumoto held a number of management positions at Central Pacific Bank, serving as Vice Chairman, Chief Operating Officer and Chief Risk Officer from September to November 2016, President and Chief Banking Officer from June 2014 to August 2016, Executive Vice President of the Commercial Markets Group from July 2010 to June 2014 and Executive Vice President and Commercial Banking Division Manager from November 2005 to June 2010. Mr. Mizumoto also worked for First Hawaiian Bank in various management roles from 1996 to 2005. Mr. Mizumoto is the Chief Executive Officer of FHL SPC One, Inc. and First Hawaiian Leasing, Inc., both of which are subsidiaries of the Bank, and is a director of the First Hawaiian Bank Foundation. He currently serves as the Chairman of the Board of Education of Hawaii and as a Regent on the Chaminade University Board of Regents.Regents and on the board of the Arthritis Foundation of Hawaii. Mr. Mizumoto holds a bachelor's degree in marketing and management from the University of Hawaii at Manoa and an M.B.A. from Chaminade University.

              Mitchell E. Nishimoto, the Executive Vice PresidentChairman and ManagerHead of the Retail Banking Group of First Hawaiian, has served in that position since 2016.January 2019. He previously served as Executive Vice President and Manager of the Retail Banking Group of First Hawaiian from 2016 until his promotion to his current position. He is responsible for First Hawaiian Bank's entire 6258 branch network in Hawaii, Guam and Saipan in addition to the Bank's Residential Real Estate Division.Saipan. Mr. Nishimoto started his career with First Hawaiian Bank in 1986 as a Management Trainee. He managed branches throughout the Maui County from 1988 to 2011, advancing to the position of Senior Vice President and Maui Region Manager from 2006 to 2011. Mr. Nishimoto was




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Senior Vice President and Kapiolani Region Manager from 2011 to 2014 and Executive Vice President and Chief Risk Officer from 2014 to 2016. He is on the boards of directors of Adventist Health Castle, Japanese Cultural Center of Hawaii, Chamber of Commerce of Hawaiithe Honolulu Firefighters Foundation and the First Hawaiian Bank Foundation.Japan-America Society of Hawaii. Mr. Nishimoto is also a member of the U.S.-Japan Council, the Chamber of Commerce Hawaii and the Honolulu Japanese Chamber of Commerce and Japan-America Society of Hawaii.Commerce. He holds a bachelor's degree in finance from the University of Southern California and is a graduate of the Pacific Coast Banking School.

              Ralph M. Mesick, the Executive Vice PresidentChairman and Chief Risk Officer of both First Hawaiian and First Hawaiian Bank, is responsible for the design, implementation and oversight of the Company's risk management strategy and framework. Mr. Mesick previously served as ManagerExecutive Vice President and Senior Vice PresidentManager of the Bank's Commercial Real Estate Division. Prior to joining the Bank in 2012, he spent over twenty-five25 years at Bank of Hawaii, where he was Executive Vice President and managed Bank of Hawaii'svarious business lines and functions, such as private banking and wealth management, credit risk and commercial real estate. He also served on Bank of Hawaii's operating, credit and trust executive committees.functions. In addition to his over thirty30 years of experience in the banking industry, Mr. Mesick is active in the community and also serves as a member of the board of directors for the First Hawaiian Bank Foundation, Board of Regents at Chaminade University, the Hawaii Community Reinvestment Corporation, Saint Francis Healthcare Systems, Kapiolani Health Foundation, HomeAid Hawaii and HomeAid Hawaii.the Diocese of Honolulu Financial Council. He earned an MBA with a concentration in Banking, Finance and Investments from the University of Wisconsin-Madison, graduating Beta Gamma Sigma, and a Bachelor of Business Administration from the University of Hawaii at Manoa.Manoa and completed the Advanced Risk Management Program at the Wharton School at the University of Pennsylvania.




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BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE


Overview

              Our Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives, and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports and audit reports made at Board and committee meetings by our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Risk Officer and other officers. The Board has four standing committees, the principal responsibilities of which are described below under the section entitled "—Committees of Our Board of Directors." Additionally, the directors meet in regularly scheduled executive sessions, without First Hawaiian management (generally other than Mr. Harrison) present, at each regularly scheduled meeting of the Board. An executive session may not occur for a special meeting of the Board called for a specific purpose.

Meetings

              The Board met nineeight times in 2017.2019. 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. SixAll seven members of the Board attended our 20172019 annual meeting of stockholders.

Status as a "Controlled Company"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. However, underThe NASDAQ rules, a listed company that satisfies the definition of a "controlled company" (i.e., a company of which more than 50% of the voting power is held by a single entity or group) may elect not to comply with certain of these requirements.

        Pursuant to the Stockholder Agreement, so long as BNPP directly or indirectly owns more than 50% of our outstanding common stock, and we are therefore a "controlled company," and during the 12-month transition phase following the date on which we are no longer a "controlled company" as a result of BNPP's ownership of shares of our outstanding common stock, we expect to elect not to comply with the corporate governance standards of NASDAQ requiring: (i)generally require a majority of independent directors on the board of directors; (ii) adirectors and fully independent corporate governanceaudit, nominating and nominating committee; and (iii) a fully independent compensation committee. BNPP currently beneficially owns approximately 62.0%committees.

              Our Board consists of our outstanding common stock. Fiveseven directors, six of our nine directors, including at least one member of each of the Corporate Governance and Nominating Committee, the Compensation Committee and the Risk Committee of our Boardwhom are directors designated by BNPP who do not qualify as "independent directors" under the applicable rules of NASDAQ.

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.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, andFaye W. Kurren, Allen B. Uyeda, Jenai S. Wall and C. Scott Wo is an independent director. In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company and its directors, the details of which are not required to be disclosed in this Proxy Statement pursuant to Item 404(a) of Regulation S-K. In addition, in determining the independence of its directors, the Board considered that certain businesses in which Ms. Wall and her spouse have a material interest, particularly Foodland Super Market, Ltd., as well as certain businesses in which Mr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, have loans that were made by the Bank in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and that did not involve more than the normal risk of collectability or present other unfavorable features.




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Board Leadership Structure and Qualifications

              We believe that our directors should have the highest professional and personal ethics and values, consistent with our longstandinglong-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. When considering potential director candidates, our Board also considers the candidate's character, judgment, diversity, including racial and gender diversity, as well as other forms of diversity, skills, including financial literacy, and experience in the context of our needs and those of the Board.

              The corporate governance guidelines of our Board provide that the Board may, in its sole discretion, designate one of the independent directors who is not a BNPP-designated director 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 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, regulators and other stakeholders in our business. The Board believes that combining 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.

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

              The Risk Committee of our Board oversees our enterprise-wide risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our Risk Committee also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by our Board.




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Furthermore, the Risk Committee reviews and receives regular briefings concerning the Company's information security and technology risks (including cybersecurity), including discussions of the Company's information security and cybersecurity risk management programs. The Audit Committee of our Board is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting), reviewingthe Company's compliance with legal and discussing generallyregulatory requirements and the identification,




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assessment, management and control of our risk exposures on an enterprise-wide basis and engaging as appropriate with our Risk Committee to assess our enterprise-wide risk framework.the Company's internal audit function. The Compensation Committee has primary responsibility for risks and exposures associated with our compensation policies, plans and practices regarding both executive compensation and the compensation structure generally. In particular, our Compensation Committee, in conjunction with our Chief Executive Officer and Chief Risk Officer and other members of our management as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Corporate Governance and Nominating Committee oversees risks associated with the independence of our Board and potential conflicts of interest.Board.

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

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

Committees of Our Board of Directors

              The standing committees of our Board were organized in April 2016 in connection with our IPO and consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these committees are described below. Our Board may also establish various other committees to assist




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it in its responsibilities. However, the Stockholder Agreement provides that, until the date BNPP ceases to directly or indirectly beneficially own at least 5% of our outstanding common stock, without either the approval of a majority of the BNPP designated directors on our Board at the time of such action or BNPP's waiver of its rights under the Stockholder Agreement, we may not form, or delegate any authority to, any new committee of our Board or to any subcommittee thereof. The following table summarizes the current membership of the Board and each of its committees:

	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Director Name				​		Audit Committee				​		Corporate Governance & Nominating Committee				​		Compensation Committee				​		Risk Committee		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Matthew J. Cox*												Chair
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		W. Allen Doane*				Chair				Member
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Robert S. Harrison
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Faye W. Kurren*				Member				Member
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Allen B. Uyeda*								Chair				Member				Chair
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Jenai S. Wall*												Member				Member
W. Allen Doane* ​	​	Chair​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
					Member
Thibault Fulconis**								Member
Gérard Gil**				Chair		Chair
Jean-Milan Givadinovitch**								Member
Robert S. Harrison
J. Michael Shepherd** C. Scott Wo*				Member
Allen B. Uyeda*		Member		Member				Chair
Michel Vial**						Member
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

*

"Independent" under NASDAQ listing standards.



**

BNPP-designated director.




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

•

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



•

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



•

reviews and discusses our financial reporting activities, including our annual report, and the accounting standards and principles followed in connection with those activities;



•

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



•

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



•

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



•

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



•

monitors our legal, ethical and regulatory compliance.

              Pursuant to the Audit Committee's charter, and the terms of the Stockholder Agreement, the Audit Committee must consist of at least three members, all of whom are required to be "independent" under the listing standards of NASDAQ and meet the requirements of Rule 10A-3 of the Exchange Act. The Audit Committee also must include at least one "audit committee financial expert." Under the Stockholder Agreement, and unless BNPP waives its rights to appoint members to our Audit Committee, until the date BNPP ceases to directly or indirectly beneficially own at least 5% of our outstanding common stock, if any of the directors designated for nomination and election to our Board by BNPP qualifies as an independent director and satisfies the requirements of Rule 10A-3 and the NASDAQ listing standards, at least one member of the Audit Committee will be a director designated for nomination and election to our Board by BNPP. Because no director designated for nomination and election to our Board by BNPP currently qualifies as an independent director and satisfies the requirements of Rule 10A-3 and the NASDAQ listing standards, no member of the Audit Committee is a director designated for nomination and election to our Board by BNPP and no member of our Audit Committee will be a BNPP-designated director, unless BNPP designates an independent director for election to our Board. Currently, our Audit Committee members are W. Allen Doane (chair), Allen UyedaFaye W. Kurren and Matthew J. Cox, allC. Scott Wo, each of whom havehas been determined by the Board to




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

              The Audit Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Audit Committee met sixfive times in 2017.2019.

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

•

reviews and approves our compensation programs and incentive plans, including those for our executive officers, subject to the terms of the Stockholder Agreement;officers;






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•

reviews our overall compensation philosophy;



•

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



•

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



•

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



•

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

              Pursuant to the Compensation Committee's charter and the terms of the Stockholder Agreement,NASDAQ rules, the Compensation Committee must consist of at least three members. Under the Stockholder Agreement,two members and, unless BNPP waives its rights to appoint members to our Compensation Committee, at all times prior to the date when BNPP ceases to beneficially own at least 50% of our outstanding common stock, at least one of the members of the Compensation Committeeexcept under exceptional and limited circumstances, must be a director designated for nomination and election to the Board by BNPP. After BNPP ceases to beneficially own at least 50% of our common stock, the Compensation Committee will transition to full compliance with the governance standards of NASDAQ, as follows. By the date when BNPP ceases to beneficially own at least 50% of our outstanding common stock, at least one member must be independent. On or before 90 days after the date when BNPP ceases to beneficially own at least 50% of our outstanding common stock, the Compensation Committee will consist of a majority of independent directors. On the date one year after the date that BNPP ceases to beneficially own at least 50% of our outstanding common stock, the committee will consist solely of independent directors. After such time as the Compensation Committee transitions to full independence, but prior to the date BNPP ceases to directly or indirectly beneficially own at least 5% of our outstanding common stock, if any of the directors designated for nomination and election to our Board by BNPP qualifies as an independent director, at least one such director will be a member of the Compensation Committee. Because no director designated for nomination and election to our Board by BNPP currently qualifies as an independent director, no member of our Compensation Committee will be a BNPP-designated director following such time as the Compensation Committee transitions to full independence, unless BNPP designates an independent director for election to our Board. Currently, our Compensation Committee members are Gérard Gil (chair), Michel Vial and Matthew J. Cox.Cox (Chair), Allen B. Uyeda and Jenai S. Wall, each of whom has been determined by the Board to be "independent" under the listing standards of NASDAQ.

              The Compensation Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Compensation Committee met eightseven times in 2017. The2019. As of the date of this Proxy Statement, the Compensation Committee alsohas met three times in 20182020 to make certain determinations with respect to 20172019 compensation.

              In 2017,For 2019, the Compensation Committee retained the services of Pay Governance LLC as an independent outside compensation consultant ("Pay Governance") to perform a competitive assessment of First Hawaiian's executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. Pay Governance provides the Company with annual executive and director assessments that include, but are not limited to, an assessment of First Hawaiian's financial performance relative to its peers, an assessment of First Hawaiian's compensation program compared to its peers, recommendations for total cash compensation (base salary and cash incentives), a review of equity compensation, assessment of perquisites, retirement benefits and bonuses for NEOs, and a review of Board and committee compensation. The annual executive and director compensation assessments provide Pay Governance with a broad array of




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information from which to assess the effectiveness of its compensation programs and serve as a foundation for compensation decisions.

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

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

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

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

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

•

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



•

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



•

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



•

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




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              Pursuant to the Corporate Governance and Nominating Committee's charter, and the terms of the Stockholder Agreement, the Corporate Governance and Nominating Committee must consist of at least three members. Under the Stockholder Agreement, and unless BNPP waives its rights to appoint members, to our Corporate Governance and Nominating Committee, at all times prior to the date when BNPP ceases to beneficially own at least 50% of our outstanding common stock, at least one of the members of the Corporate Governance and Nominating Committee must be a director designated for




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nomination and election to our Board by BNPP. After BNPP ceases to beneficially own at least 50% of our common stock, the Corporate Governance and Nominating Committee will transition to full compliance with the governance standards ofwhom are independent under NASDAQ as follows. By the date when BNPP ceases to beneficially own at least 50% of our outstanding common stock, at least one member must be independent. On or before 90 days after the date when BNPP ceases to beneficially own at least 50% of our outstanding common stock, the Corporate Governance and Nominating Committee will consist of a majority of independent directors. On the date one year after BNPP ceases to be beneficial owner of at least 50% of our outstanding common stock, the committee will consist solely of independent directors. After such time as the Corporate Governance and Nominating Committee transitions to full independence, but prior to the date BNPP ceases to directly or indirectly beneficially own at least 5% of our outstanding common stock, if any of the directors designated for nomination and election to our Board by BNPP qualifies as an independent director, at least one such director will be a member of the Corporate Governance and Nominating Committee. Because no director designated for nomination and election to our Board by BNPP currently qualifies as an independent director, no member of our Corporate Governance and Nominating Committee will be a BNPP-designated director following such time as the governance and nominating committee transitions to full independence unless BNPP designates an independent director for election to our Board.rules. Currently, our Corporate Governance and Nominating Committee members are Gérard GilAllen B. Uyeda (chair), J. Michael ShepherdW. Allen Doane and Allen Uyeda.Faye W. Kurren, each of whom has been determined by the Board to be "independent" under the listing standards of NASDAQ.

              The Corporate Governance and Nominating Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Corporate Governance and Nominating Committee met threefour times in 2017.2019.

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

•

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



•

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



•

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



•

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



•

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



•

provides oversight responsibility and accountability for capital planning and oversee and approves significant capital policies;



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reviews and approves the policies and procedures of the stress testing processes; and



•

evaluates and discusses summary information about stress test results to ensure that the stress tests are consistent with our risk appetite and overall business strategy.

              Pursuant to the Risk Committee's charter, and the terms of the Stockholder Agreement, the Risk Committee must consist of at least four members. Underthree members, a majority of whom must not currently be employees at the Stockholder Agreement, and unless BNPP waives its rights to appoint members toCompany or the Bank. Currently, our Risk Committee, until the date BNPP ceases to control us for purposes of the Bank Holding Company Act (the "BHC Act"), up to two members may be directors designated for nomination and election to our Board by BNPP. Currently, our Risk




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Committee members are Allen B. Uyeda (chair), Jean-Milan Givadinovitch, Thibault FulconisJenai S. Wall and W. Allen Doane.C. Scott Wo.

              The Risk Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Risk Committee met fivefour times in 2017.2019.

Compensation Committee Interlocks and Insider Participation

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




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

Corporate Governance Guidelines and Code of Conduct and Ethics

              Our Board has adopted corporate governance guidelines, which are accessible through our principal corporate website at www.fhb.com under the Investor Relations tab, that 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, Board committees and selection of new directors.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 directors and employees. A copy of that code is available on our principal corporate website at www.fhb.com under the Investor Relations tab. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our principal corporate website at www.fhb.com as required by applicable law or listing requirements.

Stockholder Communications with the Board of Directors

              Stockholders and any interested parties may communicate with the Board by sending correspondence addressed to the Board or one or more specific directors at the following address: First Hawaiian, Inc., c/o the Secretary, 999 Bishop Street, 29^th29th Floor, Honolulu, Hawaii 96813. All communications will be submitted by the Company's Secretary to the relevant director or directors as addressed.

Proxy Access

        On February 28, 2018, the Board amended and restated the Company's second amended and restated bylaws to implement proxy access. The Bylaws, as amended and restated, include a section that sets forth the circumstances under which stockholders may include nominees for director in our annual meeting proxy materials. See "Proposal No. 7—Stockholder Proposal Requesting a Bylaw Amendment to Provide Proxy Access for Stockholders—The Company's Statement in Opposition to Proposal No. 7" and "Stockholder Proposals for the 2019 Annual Meeting" in this Proxy Statement.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT


        As of the date of this Proxy Statement, we have 139,601,123 shares of common stock issued and outstanding, of which BNPP (through its subsidiary, BancWest Corporation) beneficially owns approximately 62.0%.

              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 March 9, 2018February 28, 2020 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 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(7)			Percent of Class
BNPP(1)			86,459,620			62.0	%
Directors and Named Executive Officers
Robert S. Harrison(2)			27,347			*
Eric K. Yeaman(3)			31,739			*
Robert T. Fujioka(4)			14,608			*
Alan H. Arizumi(5)			8,575			*
Michael H.F. Ching			10,260			*
Matthew J. Cox(6)			6,793			*
W. Allen Doane(6)			41,793			*
Thibault Fulconis			—			*
Gérard Gil(6)			—			*
Jean-Milan Givadinovitch			—			*
J. Michael Shepherd			—			*
Allen B. Uyeda(6)			5,793			*
Michel Vial			—			*
Directors and executive officers as a group (14 persons)			142,299			*

Name and Address of Beneficial Owner		​	Number of Shares Beneficially Owned(1)		Percent of Class
​	​	​	​	​	​
Greater than 5% Stockholders
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355			12,611,192	(2)	9.6%
FMR LLC 245 Summer Street Boston, Massachusetts 02210			8,562,468	(3)	6.5
American Century Investment Management, Inc. American Century Companies, Inc. Stowers Institute for Medical Research 4500 Main Street, 9th Floor Kansas City, Missouri 64111			8,094,311	(4)	6.2
BlackRock, Inc. 55 East 52nd Street New York NY 10055			6,677,910	(5)	5.1
Directors and Named Executive Officers
Robert S. Harrison			339,289	(6)	*
Matthew J. Cox			11,132	(7)	*
W. Allen Doane			46,132	(7)	*
Faye W. Kurren			6,417	(7)	*
Allen B. Uyeda			10,132	(7)	*
Jenai S. Wall			2,917	(7)	*
C. Scott Wo			51,189	(7)	*
Alan H. Arizumi			56,410	(8)	*
Ravi Mallela			83,629	(9)	*
Ralph Mesick			61,021	(10)	*
Lance A. Mizumoto			38,841	(11)	*
Eric K. Yeaman			54,000	(12)	*
Directors and executive officers as a group (12 persons)			748,177	(13)	*

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*

Less than 1%.



(1)

BNPP, as the ultimate parent of BancWest Corporation, beneficially owns allBased on 130,350,725 shares of ourFirst Hawaiian common stock ownedoutstanding as of record by BancWest Corporation. BNPP's investment decisions are made by its board of directors. BNPP is a public company with shares listed on the Euronext Paris exchange. The address of BNPP is 16 Boulevard des Italiens, 75009 Paris (France).February 28, 2020.



(2)

Excludes 13,566Based solely upon information contained in the Amendment No. 1 to Schedule 13G filed by The Vanguard Group with the SEC on February 12, 2020, wherein The Vanguard Group reported sole voting power as to 68,852 shares of common stock, underlying performance share units grantedshared voting power as to 19,777 shares of common stock, sole dispositive




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

(3)

Based solely upon information contained in connectionthe Amendment No. 1 to Schedule 13G filed by FMR LLC with the IPO awardsSEC on February 7, 2020, wherein FMR LLC reported sole voting power as to 510,040 shares of common stock and 68,101sole dispositive power as to 8,562,468 shares of common stock.



(4)

Based solely upon information contained in the Amendment No. 1 to Schedule 13G filed by American Century Investment Management, Inc., American Century Companies, Inc. and Stowers Institute for Medical Research (collectively, the "American Century Entities") with the SEC on February 11, 2020, wherein each of the American Century Entities reported sole voting power as to 7,872,105 shares of common stock and sole dispositive power as to 8,094,311 shares of common stock.



(5)

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



(6)

Excludes 25,413 shares of common stock underlying performance share units that were granted under the LTIP,First Hawaiian, Inc. Long Term Incentive Plan (the "LTIP"), which are each subject to vesting. For a discussion of these awards, see "Executive Compensation—IPO AwardsCompensation Discussion and Analysis—Long-Term Incentive Plan" and "Executive Compensation—Summary Compensation Table—Long-Term Incentive Plan."




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(3)

Excludes 7,826 shares of common stock underlying performance share units granted in connection with the IPO awards and 43,426 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "Executive Compensation—IPO Awards" and "Executive Compensation—Long-Term Incentive Plan."



(4)(7)

Excludes 5,218 shares of common stock underlying performance share units granted in connection with the IPO awards and 9,184 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "Executive Compensation—IPO Awards" and "Executive Compensation—Long-Term Incentive Plan."



(5)

Excludes 5,218 shares of common stock underlying performance share units granted in connection with the IPO awards and 12,304 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "Executive Compensation—IPO Awards" and "Executive Compensation—Long-Term Incentive Plan."



(6)

Excludes 2,3952,653 shares of common stock awarded to each of Directors Cox, Doane, Kurren, Uyeda, Wall and Uyeda, and 1,821 shares of common stock awarded to Director Gil,Wo, which shares underlie restricted stock units that will vest on the earlier of (a) June 9, 2018July 24, 2020 and (b) a change in control of First Hawaiian, Inc., subject to continued service on the First Hawaiian, Inc. Board of Directors through the vesting date, and will settle in shares of common stock on a one-for-one basis within 30 days of vesting. For a discussion of these awards, see "Director Compensation—Narrative Disclosure to 20172019 First Hawaiian Director Compensation Table."



(7)(8)

The amounts shown do not include 2,155, 80, 27,376, 21,483 and 51,094 ordinaryExcludes 9,647 shares of BNPPcommon stock underlying performance share units that were granted under the LTIP, which are subject to vesting. For a discussion of these awards, see "Compensation Discussion and Analysis—Long-Term Incentive Plan" and "Executive Compensation—Summary Compensation Table—Long-Term Incentive Plan Awards." Includes 1,001 shares of common stock owned by Mr. Arizumi's wife and 598 shares of common stock deemed to be beneficially owned by Mr. Arizumi's wife in connection with vested performance share unit awards for the 2017-2019 LTIP performance cycle that will settle in shares of common stock within 60 days of February 28, 2020. Amount shown excludes 1,305 shares of common stock underlying performance share units that were granted to Mr. Arizumi's wife under the LTIP, which shares are subject to vesting. Mr. Arizumi disclaims beneficial ownership of shares beneficially owned or deemed to be beneficially owned by his wife.



(9)

Excludes 22,864 shares of common stock underlying unvested restricted share units granted in connection with the commencement of Mr. Mallela's employment and 29,871 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "Compensation Discussion and Analysis—Long-Term Incentive Plan" and "Executive Compensation—Summary Compensation Table—Long-Term Incentive Plan Awards."



(10)

Excludes 4,637 shares of common stock underlying performance share units that were granted under the LTIP, which are subject to vesting. For a discussion of these awards, see "Compensation Discussion and Analysis—Long-Term Incentive Plan" and "Executive Compensation—Summary Compensation Table—Long-Term Incentive Plan Awards."



(11)

Excludes 7,503 shares of common stock underlying performance share units that were granted under the LTIP, which are each subject to vesting. For a discussion of these awards, see "Compensation Discussion and Analysis—Long-Term Incentive Plan" and "Executive Compensation—Summary Compensation Table—Long-Term Incentive Plan Awards."



(12)

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



(13)

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




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respectively, in connection with vested performance share unit awards for the 2017-2019 LTIP performance cycle that will settle in shares of common stock within 60 days of February 28, 2020. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown include 36,982, 4,711, 12,389, 3,698, 5,547 and 67,487 unvested restricted shares, respectively, awarded on April 24, 2019, all of which restricted shares are subject to forfeiture. Of such amounts, 12,327, 1,569, 4,129, 1,232, 1,849 and 22,492 restricted shares will vest for Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto and for all directors and executive officers as a group, respectively, or 2,700, 4,500, 2,700 and 9,900 ordinary shares of BNPP that Messrs. Fulconis, Gil and Vial, andwithin 60 days following February 28, 2020, subject to continued employment through the vesting date. For Mr. Arizumi (and all directors and executive officers as a group, respectively, have the right to acquire upon the exercise of options. Allgroup), such amounts represent less than 1%include 551 restricted shares deemed to be beneficially owned by Mr. Arizumi's wife, of BNPP's outstanding ordinarywhich amount 183 restricted shares will vest within 60 days following February 28, 2020. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown include 38,520, 5,940, 12,904, 9,630, 6,259 and 77,682 unvested restricted shares, respectively, awarded on February 26, 2020, all of which restricted shares will be issued, subject to forfeiture, within 60 days following February 28, 2020. For Mr. Arizumi (and for all directors and executive officers as a group), such amounts include 644 restricted shares deemed to be beneficially owned by Mr. Arizumi's wife. Mr. Arizumi disclaims beneficial ownership of shares beneficially owned or deemed to be beneficially owned by his wife. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown also include 73,964, 9,424 (including 1,102 shares for Mr. Arizumi's wife), 24,778, 7,396, 11,094 and 134,978 performance shares, respectively, awarded on April 24, 2019, all of which performance shares are subject to forfeiture. For Messrs. Harrison, Arizumi, Mallela, Mesick and Mizumoto (and for all directors and executive officers as a group), the amounts shown also include 77,042, 11,882 (including 1,288 shares for Mr. Arizumi's wife), 25,808, 19,260, 12,520 and 155,372 performance shares, respectively, awarded on February 26, 2020, all of which performance shares will be issued, subject to forfeiture, within 60 days following February 28, 2020. The named individuals have voting power but not dispositive power with respect to all unvested restricted shares and performance shares.




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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS


Compensation Discussion and Analysis

Executive Summary

Business Performance

              The highlights of our performance in 2017,2019, which provide context for our compensation program, include:

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Net Income

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$284.4 million

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$291.8 million*

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10.90%

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18.08%*

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Increased 7.6%

Increased 1.8%

Increased by 14 basis points

Decreased by 153 basis points

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Loan and Lease Growth

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Efficiency Ratio / Core Efficiency Ratio*

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Tier 1 Capital

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Net Charge-Offs to Average Total Loans and Leases

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1.04%

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48.36% / 47.55%*

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Maintained steady growth, excluding sale of $409 million of SNC's

Maintained expense discipline

Excess of well-capitalized

Exceptional credit quality

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Increased core net income* by 6.1% to $230.4 million and achieved core return on average tangible common equity ("Core ROATCE")* of 14.93%;



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Increased our quarterly cash dividend by 9.1%, effective January 2018;



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Grew loans and leases by 6.6% in 2017;



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Maintained expense control with a 47.3% efficiency ratio for 2017;



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Sustained capital in excess of well-capitalized ratios with Tier 1 capital at 12.45%; and



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Realized exceptional credit quality with a net charge-off ratio of 0.14% in the 4^th quarter of 2017



*

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

2019 Compensation Highlights

              The Compensation Committee has primary responsibility over the compensation program for our executive officers, including our NEOs. As part of this responsibility, the Compensation Committee oversees the design and execution of the components of the program to ensure each component effectively attracts and retains our leadership talent and aligns rewards with performance. In particular, the Compensation Committee has implemented a compensation program that:

•

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



•

Manages Risk:     ensures that incentive plans do not encourage excessive risk-taking; and



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Provides Balance:     includes incentive plan components that are quantitative and linked to shareholderstockholder return or financial results, but are balanced by key performance objectives qualitatively evaluated by the Compensation Committee.




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              The Compensation Committee evaluates the performance of, and recommends compensation actions for, all of our NEOs, including our Chairman and CEO,Chief Executive Officer, which actions are reviewed and approved by our Board. Our compensation framework is focused on performance-based compensation and emphasizes long-term performance, and is designed to comply with the applicable European remuneration rules (see "—Key Components of Compensation—CRD IV Compensation Requirements" below).




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Elements of 2017 CEO Compensationperformance.

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Base Salary and Role-Based Allowance

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Performance Share Units

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Form of Compensation

Fixed Cash-Based

Variable Cash-Based

Variable Equity-Based

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Measurement Period

Short-Term Emphasis: Ongoing

Short-Term Emphasis: 1 Year

Long-Term Emphasis: Cliff Vest in 3 Years

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Key Performance Metrics​

Elements of 2019 Compensation

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Base Salary None

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

Annual Bonus Plan

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

Restricted Shares

Performance Shares

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Form of Compensation

Fixed Cash

Variable Cash

Fixed Equity

Variable Equity

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Measurement/Vesting Period

Ongoing

Annual Performance

Vest Ratably over Three Years

Cliff Vest After Three Year Performance Period

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Key Performance Metrics

N/A

• 50% Core Net Income (Absolute) • 20% Efficiency Ratio (Relative) • 30% Individual Performance

Value is dependent on share price performance

• 70% ROATE (Relative) • 30% ROATA (Relative) • +/-25% Relative Total Shareholder Return ("TSR") Modifier

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              The framework for the compensation of our CEO's compensation hasChief Executive Officer ("CEO") is based on a strong alignment with shareholderstockholder interests asand a consistency with market practices. For 2019, First Hawaiian emphasizes long-term, performance-based compensation linked to financial and stock price performance. To reinforce our pay-for-performance philosophy:

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67% of CEO's targeted total direct compensation is performance-based; and



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58% of CEO's performance-based compensation is long-term, inHawaiian's CEO pay mix was aligned with the form of performance share units that cliff vest after three years.

CEO Target Compensation Mixaverage pay mix across the peer group:



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		Fixed Pay				Performance-Based Pay
		• Salary				• Annual Bonus (STI)
		• Role-Based Allowance (RBA)				• Performance shares and restricted shares (LTI)
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Compensation Governance in 2019

              The following table summarizes the notable features of our 2019 executive compensation program, which were designed to align with "best practice" compensation governance.

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		Promote Good Pay Practices		​		Avoid Bad Pay Practices		​
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		✓ We align pay and performance by delivering a substantial portion of compensation in the form of variable, performance-based awards				✘✓ We don't permit pledging or hedging of shares by employees or directors of the Company
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		✓ We grant our50% of long-term incentives in the form of performance-based awards				✘✓ We don't gross-up severance payments or benefits for excise tax
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		✓ We maintain stock ownership guidelines for our executives and non-employee directors				✘✓ We don't pay dividends on unearned performance share units or performance shares
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		✓ We require "double trigger" vesting for change-in-control payments				✘✓ We don't allow for repricing of stock options without shareholderstockholder approval
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		✓ We have a broad clawback policy that applies to cash and equity compensation				✓ We do not have an automatic share replenishment (evergreen) provision in any share-based plans
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Key Changes to Our Compensation Program in 2019

              The Compensation Committee approved changes for 2019 to improve the alignment of our program with our business objectives, strong corporate governance principles and prevailing market practice. As of August 1, 2018, we ceased being subject to the applicable European remuneration rules (see "—Key Components of Compensation—CRD IV Compensation Requirements" below), and certain




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

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		Changes for 2019		​		What We Did		​
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​		Expanded Clawback Policy				• Implemented a broad clawback policy that includes triggers for financial restatement, incorrect calculation of incentives, operating outside risk structure and ethical misconduct
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​		Enhanced Stock Ownership Guidelines				• Enhanced stock ownership guidelines as a multiple of salary for our CEO (5x) and other senior officers (2x)
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​		Froze Supplemental Executive Retirement Plan				• Froze our Supplemental Executive Retirement Plan ("SERP") effective July 1, 2019
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​		Eliminated Tax Reimbursements				• Eliminated reimbursements for taxes on SERP accrual and company-paid premiums on life insurance effective July 1, 2019
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​		Granted Restricted Shares and Performance Shares				• Implemented a long-term incentive mix of 50% time-based restricted shares and 50% performance shares
​						• Added restricted shares to better align with the peer group practices and balance reward elements with the intent to mitigate risk
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​		Added Relative Efficiency Ratio as a Metric in the Annual Bonus Plan				• Introduced Efficiency Ratio as a metric with a 20% weighting and performance measured relative to FHI peers to promote a competitive cost structure and effective returns on capital expenditures, which are critical to high performance
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​		Changed Performance Metrics for the LTIP				• Implemented the following metrics for the 2019-2021 performance period: Return on Average Tangible Equity ("ROATE") vs. Peers (70% weight) and Return on Average Tangible Assets ("ROATA") vs. Peers (30% weight)
​						• Introduced a Relative TSR modifier vs. the KBW Index with a potential range of +/- 25%, with no upward adjustment permitted if FHI's absolute TSR is negative over the 3-year performance period
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2019 "Say-on-Pay" Results

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

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




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Discussion and Analysis of 20172019 Compensation

Introduction: 20172019 Named Executive Officers

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




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highly compensated persons serving as executive officers as of December 31, 20172019 and our former Executive Vice President, Chief Financial Officerpresident and Treasurer.chief operating officer.

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Name

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Title

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Recent Employment History

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Robert S. Harrison

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Chairman, President and Chief Executive Officer

Robert Harrison has been our Chief Executive Officer since January 2012, and was named Chairman of First Hawaiian Bank in May 2014.2014 and was reappointed as President in August 2019.

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Ravi Mallela

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Eric K. Yeaman

Executive Vice President & Chief Operating Officer; Interimand Chief Financial Officer, Finance Group

Eric YeamanRavi Mallela joined First Hawaiian Bank on September 6, 2018 as Executive Vice President, Chief Financial Officer and Chief Operating Officer in June 2015Treasurer and isserves as a member of the bank's Board of Directors and itsBank's Senior Management Committee. He was named Interim Chief Financial Officer effectivesurrendered the Treasurer title in January 31, 2018.2019.

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Robert T. Fujioka

Former Vice Chairman and Chief Lending Officer, Commercial Banking Group

Robert Fujioka was Vice Chairman and Chief Lending Officer of the Commercial Banking Group, a position he has held since 2007 and had been a member of the bank's Senior Management Committee until his retirement on December 31, 2017.

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Alan H. Arizumi

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Vice Chairman, Wealth Management Group

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

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Lance A. Mizumoto

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Vice Chairman and Chief Lending Officer, Commercial Banking Group

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

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Ralph M. Mesick

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Vice Chairman and Chief Risk Officer

Michael H.F. Ching

EVP,Ralph Mesick was appointed Vice Chairman and Chief FinancialRisk Officer in July 2016 and Treasurer, Finance Group

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

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Eric K. Yeaman

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Former President and Chief Operating Officer

Eric Yeaman joined First Hawaiian Bank as President and Chief Operating Officer in June 2015 and served as a member of the Bank's Senior Management Committee until his resignation effective August 12, 2019.

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Compensation Philosophy

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

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Attract and retain highly qualified and experienced executives;



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Provide competitive total compensation opportunities, including benefits and perquisites;




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Motivate our executives to achieve consistent and long-term performance by linking elements of pay to challenging companyCompany performance goals;



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Link compensation goals to the interests of shareholders;stockholders;



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Avoid compensation programs that encourage excessive risk-taking;



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Recognize and reward outstanding companyCompany and individual performance;



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Ensure our shareholdersstockholders clearly understand our rewards program; and



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Respect applicable U.S. regulatory requirements of United States and European authorities.requirements.




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

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



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reviewsReviews and approves our overall compensation philosophy;



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reviewsReviews and approves the formforms and amounts of compensation under our non-employee director compensation program and recommends to the Board any changes thereto;



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



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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; and



•

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

              With respect to compensation for the CEO, 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 CEOCEO's performance evaluation conducted by the Board of Directors and makes recommendations to the Board of Directors 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 types for the CEO. The Board of Directors 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.




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Role of the Chairman and Chief Executive Officer

              Our Chairman and CEOChief 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. TheWhen making such recommendations, considerour 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 2017,2019, the Compensation Committee again 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 2017:2019:

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Developed aReviewed and recommended changes to the benchmarking approach, including the development of custom industry peer group;



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



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Conducted a competitive market assessment of First Hawaiian's director compensation programs;




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•

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



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



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Administered the CEO's performance assessment process for the Board of Directors;Board;



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Assisted in the development of a compensation philosophy;an expanded clawback policy;



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Supported drafting the CD&A for the annual proxy statement; and



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Provided other ad hoc advice with respect to requests related to executive compensation market practices.data and practices; and



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Conducted a competitive market assessment of First Hawaiian's director compensation programs.

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

              The Compensation Committee has also considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Pay Governance and other advisersadvisors that provide advice on compensation matters. Based on this review, the Compensation Committee did not find that any conflicts of interest existsexist with respect to the work performed by Pay Governance or other advisors that would prevent such advisors from serving as independent consultants to the Compensation Committee.




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Benchmarking Compensation

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

              The Compensation Committee approved a set of 22 banking organizations similar in size, scope and loan growth to First Hawaiian for benchmarking pay at the time of the IPO. The Compensation Committee expects to update the compensation peer group from time to time to ensure that the group continues to be appropriate for purposes of benchmarking, and performed a review of the compensation peer group in December 2017November 2018 for purposes of setting compensation for 2018. In evaluating2019. The Compensation Committee approved the appropriatenessrevised peer group after comparing First Hawaiian's positioning against the rest of the group with respect to specific financial metrics, as shown in the following graph:



              Banner Corporation, Columbia Banking System and SVB Financial were added to the peer group useddue to benchmark compensation for 2017,their comparable asset size, performance and business focus. Central Pacific Financial, CVB Financial and Signature Bank were removed from the Compensation Committee determined that First Hawaiianpeer group due to differences in size and business focus, while MB Financial was consistently betweenremoved from the median andpeer group as a result of its acquisition by




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65^th percentile as compared to the peer group for primary 2016 financial metrics, as shown in the following graph:



Fifth Third Bank. The following companies reflect theresulting peer group used infor benchmarking compensation for 2017:2019 consisted of the companies set forth in the table below.

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		Compensation Peer Group		​		​		​
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		Bank of Hawaii Corporation				PacWest BancorpProsperity Bancshares, Inc.
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		BankUnited, Inc.				PrivateBancorp, Inc.
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		Cathay General Bancorp				Prosperity Bancshares, Inc.
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		Central Pacific Financial Corp.				Signature Bank
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		Commerce Bancshares, Inc.				Synovus Financial Corp.
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		CVBBanner Corporation				SVB Financial Corp.
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		Cathay General Bancorp				Texas Capital Bancshares
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		Columbia Banking System				Trustmark Corporation
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		Commerce Bancshares, Inc.				UMB Financial
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		East West Bancorp, Inc.				Umpqua Holdings Corporation
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		F.N.B. Corporation				United Bankshares, Inc.
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		Great Western Bancorp, Inc.				Webster Financial Corporation
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		International Bancshares Corporation				Western Alliance Bancorporation
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		MB Financial, Inc.PacWest Bancorp				Wintrust Financial Corporation
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              In addition to data from the custom peer group, the Compensation Committee also reviews data from proprietary industry survey sources to gain a broader perspective—particularly below the NEO level—perspective on pay levels and practices for specific positions.positions, particularly positions below the NEO level.




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Key Components of Compensation

CRD IV Compensation Requirements

        As long as First Hawaiian is a controlled subsidiary of BNPP, a banking organization headquartered in France, we are subject to the compensation standards of Directive 2013/36/EU ("CRD IV") promulgated by the European Parliament and Council of the European Union. As a




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controlled company with 62% of shares owned by BNPP, the compensation to our material risk takers, including each of our NEOs, in 2017 was subject to CRD IV.

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		For 2017, the compensation for each of our NEOs was subject to the following CRD IV requirements:		​
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		The ratio of variable to fixed compensation cannot exceed 2:1
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		At least 40% of variable compensation must be deferred, vesting no sooner than 1/3 per year over 3 years
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		At least 50% of variable compensation must be delivered in equity or debt instruments, vesting no sooner than 1/3 per year over 3 years
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		All vested equity is subject to a 1-year holding requirement, post-vesting
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		A clawback or malus arrangement must cover up to 100% of variable compensation
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        We intend to maintain competitive total compensation levels for affected employees, although it is possible that the structure of our compensation packages may not be considered in line with our peers. Once we cease to be subject to CRD IV, we will evaluate and modify our compensation structure as appropriate so that it is more aligned with our peers and allows us to continue to attract and retain the high-caliber talent necessary to maximize long term shareholder value, while continuing to ensure that our compensation programs are aligned with shareholder interests.

20172019 Compensation Program

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Short-Term Cash Compensation

• Base Salary and • Role-Based Allowance (for our CEO)

• Fixed components of cash compensation • Reflects executive responsibilities, experience and skills • Designed to be competitive compared to companies with which we compete for executive talent • Role-Based Allowance isRole-based allowance was designed to comply with CRD IV and will be discontinued in 2020

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Short-Term Cash

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Compensation

Annual Bonus Plan

• Reward NEOs for contributions to the achievement of core net income goals, which are measured against the business plan, efficiency ratio, which is measured relative to peers and individual performance which is measured both quantitatively and key business goals, which are measured qualitatively • Intended Designed to align executive goals with those of shareholders,stockholders, as determined by the Compensation Committee

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Long-Term Equity Compensation

Performance Shares

• Rewards NEOs for achievement of performance goals: 70% relative ROATE vs. compensation peers and 30% relative ROATA vs. compensation peers • Subject to a relative TSR modifier of +/-25% vs. KBW Regional Bank Index • Cliff vests after three-year performance period • Can be earned between 0-200% of target • Reflects long-term quantitative goals intended to incentivize long-term performance and align interests with those of stockholders • Represents 50% of long-term equity value

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Restricted Shares

• Vests ratably over three years • Reinforces retention and balances risk • Represents 50% of long-term equity value

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CRD IV Compensation Requirements

              As of August 1, 2018, BNP Paribas, a banking organization headquartered in France ("BNPP"), ceased consolidating the Company's financial statements with the BNPP consolidated financial statements under International Financial Reporting Standards. As a result, from that date, the Company has not been included within the scope of BNPP's capital requirements for purposes of




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Directive 2013/36/EU ("CRD IV") promulgated by the European Parliament and Council of the European Union. Prior to that date, we were subject to the compensation standards of CRD IV. As a result, the compensation to our material risk takers, including each of our NEOs, had been subject to CRD IV. Certain legacy practices that were influenced by the BNPP arrangement and CRD IV requirements still persist through 2019 (e.g., CEO's role-based allowance) but will be discontinued in 2020.

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Long-Term Equity Compensation

Performance Share Units

•Base Salary and Role Based Allowance Reward NEOs for achievement of performance goals: Cumulative Core Net Income (50%); TSR relative to the KBW Regional Bank Index (25%); TSR relative to Hawaii Peers(1) (25%) • Cliff vest after 3 years • Can be earned between 0-100% of target(2) • Reflect long-term quantitative goals intended to incentivize long-term performance and align interests with those of shareholders

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(1)

Hawaii Peers are Bank of Hawaii Corp. and Central Pacific Financial Corp.



(2)

For the 2017-2019 LTIP cycle.

Base Salary

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




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relevant market data for similar roles. In connection with our IPO, we conducted a review of compensation and made adjustments to reflect our status as a publicly traded organization. The salary increases for our NEOs in 2017 were generally intended to be standard merit increases, with the exception of Mr. Arizumi who received a market-based adjustment to more properly reflect his role, scope of responsibilities and strong individual performance.

              After reviewing all relevant items, the Compensation Committee approved base salaries for 2019, effective March 2019, of $950,000, $450,000, $490,000, $425,000, $400,000 and $795,000 for Messrs. Harrison, Mallela, Arizumi, Mizumoto, Mesick and Yeaman, respectively. In the following adjustments to basecase of each of Messrs. Harrison, Arizumi, Mizumoto, Mesick and Yeaman, such amount represented a 1.6% increase, 2.1% increase, 1.2% increase, 11.1% increase and 1.3% increase, respectively, from his 2018 salary, while the salary for Mr. Mallela remained unchanged from its 2018 level. In December 2019, Mr. Mesick's salary was adjusted to $425,000, which represented a 6.25% increase. Messrs. Mallela and Mizumoto became NEOs in 2018, and therefore, their compensation is reported beginning in 2018, and 2017 effective March 2017:

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Robert S. Harrison

$

875,000

$

935,000

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Eric K. Yeaman

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$

746,750

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$

761,685

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+2.0

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Robert T. Fujioka

$

501,785

$

526,874

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%

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Michael H.F. Ching

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$

437,750

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$

470,581

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+7.5

%

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Alan H. Arizumi

$

344,249

$

480,000

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Role-Based Allowancecompensation is not reported for those individuals. Mr. HarrisonMesick became an NEO in 2019, and therefore, his compensation is reported beginning in 2019, and his 2018 and 2017 compensation is not reported.

              On July 6, 2016, our Board approved a role-based allowance for Mr. Harrison commensurate with his duties and responsibilities as the chief executive officer of a publicly traded company and inIn accordance with the requirements of CRD IV, as discussed under "—Key Components of Compensation—CRD IV Compensation Requirements" above.above, our Board approved a role-based allowance for Mr. Harrison commensurate with his duties and responsibilities as the chief executive officer of a publicly traded company. The allowance is in an annual amount of $190,000 for each year from 2016 through 2024, payable on January 1 of each year from 2017 through 2024, subject to Mr. Harrison's continued employment through the payment date. The role-based allowance will accelerate in2024. In the event Mr. Harrison is either terminated without cause or resigns for good reason (as each term is defined in the employment agreement previously entered into with Mr. Harrison, effective January 1, 2012), the role-based allowance for the year of termination will accelerate, and our Compensation Committee retains discretion to accelerate unpaid amounts afternow that First Hawaiian is no longer consolidated with BNPP. Mr. Harrison and the Compensation Committee agreed to discontinue the role-based allowance following the 2019 payment, since the Company is no longer required to comply with CRD IV.

Annual Bonus Plan         We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the "Bonus Plan"). For 2017, the following target annual bonus opportunities, as a percentage of base salary and dollar amount, respectively, were established for our NEOs in the first quarter of 2017: 100% or $935,000 for Mr. Harrison; 90% or $685,517 for Mr. Yeaman; 65% or $342,468 for Mr. Fujioka; 65% or $312,000 for Mr. Arizumi; and 50% or $235,291 for Mr. Ching.         Annual bonus awards are based on achievement of both Company and individual performance goals generally established during the first quarter of each year, but our Board or Compensation Committee retains discretion to determine the final award amount for each NEO. For 2017 annual Table of Contents bonus awards, the Compensation Committee established the following Company financial performance targets and individual performance goals, as further described below:         The Compensation Committee chose Core Net Income as the Company financial performance goal so as to incentivize management to take actions that would enhance core financial performance rather than actions that would generate one-time, unrepeatable income realization. The Compensation Committee also did not want to reward, or punish, management for events, such as the 2017 tax reform, that were unrelated to its management of the Company. Target and ranges of Core Net Income as shown in the table below were approved by the Compensation Committee in the first quarter of 2017 through our rigorous financial planning process. For 2017, the Core Net Income results achieved were $230.37 million, or 107.78% of target performance, resulting in a payout factor of 117.11% for the Company financial performance component.

              We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the "Bonus Plan"). For 2019, the following target annual bonus opportunities, as a percentage of base salary (excluding role-based allowance for our CEO) and dollar amount, respectively, were established for our NEOs in the first quarter of 2019: 100% or $950,000 for Mr. Harrison; 75% or $337,500 for Mr. Mallela; 65% or




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

              Annual bonus awards are based on achievement of both Company and individual performance goals generally established during the first quarter of each year, but our Board or Compensation Committee retains discretion to determine the final award amount for each NEO. For 2019 annual bonus awards, the Compensation Committee established the following Company financial performance targets and individual performance goals, as further described below:



(1)

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

              The Compensation Committee chose Core Net Income to determine 50% of the annual bonus to incentivize management to take actions that would enhance core financial performance, rather than actions that would generate one-time, unrepeatable income realization. Target and ranges of Core Net




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Income as shown in the table below were approved by the Compensation Committee in the first quarter of 2019 through our rigorous financial planning process.

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Core Net Income ($)

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308,122,500

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293,450,000

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Threshold (95% of Target)

278,777,500

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(1)

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

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

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265.65

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Target (100%)

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213.74

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196.35

66

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Threshold (80%)

$

184.80

25

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​		Relative Efficiency Ratio vs. Compensation Peer Group						​
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​		Performance		​		% of Target Award(1)		​
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Our NEOs are evaluated on their individual performance for the year in six areas key to our business: execution on strategic priorities; strategic planning and leadership; financial management; shareholder/investor relations; regulatory relations; and talent management and organization effectiveness.		75th Percentile				150%
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The CEO evaluates the performance of each of his direct reports (including each of Messrs. Yeaman, Fujioka, Arizumi and Ching) and makes a recommendation on the individual payout factor to the Compensation Committee. For the CEO, the Compensation Committee reviews the results of an independent individual performance assessment conducted by Pay Governance on behalf of the Board. The individual performance assessment 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.		Table of ContentsMedian				100%
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For 2017, each NEO's performance was assessed in the first quarter of 2018. This assessment considers the totality of the NEO's performance rather than assigning weightings to each of the six individual performance factor categories. The Compensation Committee took the following into account when considering individual performance for 2017:		30th Percentile				50%
​	​	​	​	​	​	​	​	​	​	​
Mr. Harrison achieved satisfactory or solid performance in execution on strategic priorities, strategic planning and leadership, financial management, regulatory relations and talent management. Key Company-wide achievements overseen by Mr. Harrison included increasing core net income by 6.1% to $230.4 million, achieving core ROATCE of 14.93% and maintaining expense control with a 47.3% efficiency ratio. Mr. Harrison also maintained satisfactory regulatory relations and successfully implemented leadership training programs. For 2016, the Compensation Committee awarded Mr. Harrison a bonus in excess of his target bonus in recognition of his additional work and expertise needed to successfully complete FHI's initial public offering. For 2017, the Compensation Committee restored Mr. Harrison's bonus to a level consistent with historical practice.		Mr. Yeaman achieved satisfactory or solid performance in leading the development and execution of the Company's strategic plan and its key initiatives, including implementing new online, mobile and customer experience technology solutions. Mr. Yeaman also evolved the internal financial and management reporting and investor relations program to support the Company's transition to being a publicly traded company. For Mr. Fujioka, the Compensation Committee determined that Mr. Fujioka achieved satisfactory or solid performance in leading the continued growth in the Company's commercial loan portfolio while maintaining strong asset quality. Mr. Fujioka also engineered a successful transition process to his successor after leading the Company's Commercial Banking Group for the past 15 years. The Compensation Committee found that Mr. Arizumi achieved satisfactory or solid performance in successfully transitioning the Bank to a new broker dealer platform. In addition, during 2017, Mr. Arizumi achieved year over year assets under administration growth of 11.3%. For each of Messrs. Yeaman, Fujioka and Arizumi, the Compensation Committee determined that their individual performance warranted a payout of their target amounts for 2017.< 30th Percentile         Mr. Ching resigned from his positions with First Hawaiian effective January 31, 2018. Pursuant to the separation agreement with Mr. Ching, First Hawaiian agreed to pay his target annual bonus award for 2017 at the time payments are made under the Bonus Plan.         After incorporating results of the Company financial performance and individual performance, the following payouts were approved for 2017				0%
​	​	​	​	​	​	​	​	​	​	​

---

(1)

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

              For 2019, performance against the Company's financial performance metrics were as follows:

•

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



•

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

              Our NEOs are evaluated on their individual performance for the year in six areas key to our business: execution on strategic priorities; strategic planning and leadership; financial management; stockholder/investor relations; regulatory relations; and talent management and organization effectiveness.

              The Chief Executive Officer evaluates the performance of each of his direct reports (including each of Messrs. Mallela, Arizumi, Mesick, Mizumoto and, formerly, Mr. Yeaman) and makes a recommendation on the individual payout factor to the Compensation Committee. For the CEO, the Compensation Committee reviews the results of an independent individual performance assessment conducted by Pay Governance on behalf of the Board. The individual performance assessment solicits feedback from each director regarding the CEO's performance within the six performance categories




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

              For 2019, each NEO's performance was assessed in the first quarter of 2020. This assessment considers the totality of the NEO's performance rather than assigning weightings to each of the six individual performance factor categories. The Compensation Committee took the following into account when considering individual performance for 2019:

              Mr. Harrison achieved solid performance executing on achievement of key strategic priorities and strategic planning and leadership, financial management, organizational effectiveness, regulatory, stockholder and investor relations and financial management. Key results achieved by Mr. Harrison include increasing core net income by 1.8% to $291.8 million, achieving return on tangible equity of 17.62%, return on tangible assets of 1.47% and maintaining expense control with a 48.36% efficiency ratio. In addition, Mr. Harrison completed the separation from BNPP that included the sale of BNPP's final 24.86 million shares to the public in early 2019.

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

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

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

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

              Mr. Yeaman resigned from his positions with First Hawaiian effective August 12, 2019, and, accordingly, was not eligible for a bonus for 2019.




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

​	​	​	​	​	​	​	​	​	​
​		Named Executive Officer		​		​	2017 Annual Bonus		​
​	​	​	​	​	​	​	​	​	​
		Robert S. Harrison				$	775,020
​		Eric K. Yeaman		​		$	685,517		​
		Robert T. Fujioka				$	342,468
​		Alan H. Arizumi		​		$	312,000		​
		Michael H.F. Ching				$	235,291
​	​	​	​	​	​	​	​	​	​

​	​	​	​	​	​	​	​	​
​		Named Executive Officer		​		2019 Annual Bonus		​
​	​	​	​	​	​	​	​	​
		Robert S. Harrison				$1,034,170
​	​	​	​	​	​	​	​	​
		Ravi Mallela				$372,475
​	​	​	​	​	​	​	​	​
		Alan H. Arizumi				$376,986
​	​	​	​	​	​	​	​	​
		Lance A. Mizumoto				$301,826
​	​	​	​	​	​	​	​	​
		Ralph M. Mesick				$234,521
​	​	​	​	​	​	​	​	​
		Eric K. Yeaman				—
​	​	​	​	​	​	​	​	​

Long-Term Incentive Plan

              Our Board amended and restated the First Hawaiian Bank Long-Term Incentive Plan effective August 9, 2016, which was assumed by First Hawaiian and retitled the First Hawaiian, Inc. Long-Term Incentive Plan (the "LTIP"). The Compensation Committee sets performance goals under the LTIP for overlapping three-year performance periods.

        The performance share unit award for the 2017-2019 LTIP cycle (the "2017-2019 LTIP Award") provides for cliff vesting following the end of a three-year performance period, and can be earned




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between 0-100% of target based on performance. Performance is measured equally between Cumulative Core Net Income and Relative Total Shareholder Return ("TSR"), and TSR is equally divided across two comparator groups. The Committee believes this approach appropriately measures long-term performance in a way that is well aligned with the interests of stockholders and provides balance between financial results and relative TSR.

        The maximum award that can be earned is 100% of target award. In the event that the calculated achievement factor illustrated in the table below exceeds 100% of target, the award will be reduced to 100%. The Compensation Committee sets performance goals under the LTIP for overlapping three-year performance periods. In 2019, the Compensation Committee decided to grant LTIP awards in the form of performance shares and restricted shares, rather than 100% in the form of performance share units, which had been the form of LTIP award utilized since First Hawaiian assumed the LTIP.

              The performance share award for the 2019-2021 LTIP cycle (the "2019-2021 LTIP Award") provides 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 on a relative basis using two core return metrics and a modifier as follows:

•

70% Return on Average Tangible Equity (ROATE) vs. Compensation Peer Group

•

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

•

+/-25% 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:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		50% Cumulative Net Income						​		​		25% Relative TSR vs. KBW Regional Bank Index						​		​		25% Relative TSR vs. Hawaii Peers(1)						​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Performance		​		% of PSUs Earned		​		​		Performance		​		% of PSUs Earned		​		​		Performance		​		% of PSUs Earned		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		115% of Target				125%						75th Percentile				125%						³ +2% of Median				125%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Target				100%						Median				100%						Median				100%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		85% of Target				50%						30th Percentile				50%						£ –2% of Median				50%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		< 85% of Target				0%						< 30th Percentile				0%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​	​	​	​	​	​	​	​	​	​	​
​		ROATE(1) Hawaii Peers are Bank and ROATA(2) vs. Compensation Peer Group						​
​	​	​	​	​	​	​	​	​	​	​
​		Performance		​		% of Hawaii Corp. and Central Pacific Financial Corp.Target Award(3)		​
​	​	​	​	​	​	​	​	​	​	​
The following target 2017-2019 LTIP Awards were granted to our NEOs:		75th Percentile				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.



(2)

ROATA is defined as the ratio of net income to average total tangible assets.



(3)

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




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​

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​

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Performance Share Units

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Named Executive Officer

​

​

Number of Units

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​

Grant Date Fair Value

​

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​

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Robert S. Harrison

43,362

$

1,237,226

Eric K. Yeaman

19,079

$

544,372

Robert T. Fujioka

8,772

$

250,287

Alan H. Arizumi

6,304

$

179,869

Michael H.F. Ching

6,270

$

178,899

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​

​	​	​	​	​	​	​	​	​	​	​
​		TSR vs. KBW Regional Bank Index						​
​	​	​	​	​	​	​	​	​	​	​
​		Performance		​		Modifier(1)		​
​	​	​	​	​	​	​	​	​	​	​
The Compensation Committee will determine performance for the 2017-2019 LTIP Awards within 90 days following December 31, 2019.		2015 to 2017 LTIP Awards 75th Percentile or higher				125%
​	​	​	​	​	​	​	​	​	​	​
LTIP awards made prior to 2016 were paid in cash within two and a half months after the end of the applicable performance period. The LTIP Awards for the 2015-2017 performance period (the "2015-2017 LTIP Awards") were granted in 2015 with an earnout range of 0% to 200% of target, and were paid in cash in March 2018. These awards were based on a scorecard of metrics including those based on financial performance, capital levels, performance relative to peers and regulatory results. Based on achievement of performance metrics and targets established in early 2015 (while the Company was still a wholly owned subsidiary of BNPP), the 2015-2017 LTIP Awards were earned for each of our NEOs at a total payout rate of 187.8%, resulting in awards of: $1,005,680 for Mr. Harrison, $1,051,612 for Mr. Yeaman, $388,181 for Mr. Fujioka, $258,554 for Mr. Arizumi and $328,780 for Mr. Ching.		Table of ContentsMedian				100%
​	​	​	​	​	​	​	​	​	​	​
		2015 to 2017 BNPP Cash Incentive Awards30th Percentile or lower         Prior to the IPO, BNPP granted awards under certain BNPP compensation plans, including the BNPP Group Sustainability and Incentive Scheme (the "BNPP GSIS") to certain of our executives. BNPP granted cash-based awards in 2015 with a performance period from 2015-2017 to certain executives including awards at target of $110,000 for Mr. Harrison and $60,000 for Mr. Fujioka. The performance measures for these awards were based on BNPP's operating performance, corporate social responsibility performance and positive pre-tax income. These BNPP GSIS awards are reported in the Summary Compensation Table for 2017, the year they were earned.				75%
​	​	​	​	​	​	​	​	​	​	​

---

(1)

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

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

              Additionally, for 2019, the Compensation Committee approved grants of restricted shares under the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (the "Omnibus Plan") that vest in equal annual installments over a 3-year period.

              The following awards were granted in 2019 to the NEOs:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Named Executive Officer

​

Number of Performance Shares

​

Number of Restricted Shares

​

​

Total Grant Date Fair Value ($)(1)

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​

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​

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​

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​

​

​

​

Robert S. Harrison

36,982

36,982

$

1,999,987

​

​

​

​

​

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​

​

​

​

​

​

​

​

​

​

​

​

Ravi Mallela

12,389

12,389

669,997

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Alan H. Arizumi

4,161

4,160

225,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lance A. Mizumoto

5,547

5,547

299,982

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ralph Mesick

3,698

3,698

199,988

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Eric K. Yeaman

11,095

11,094

599,991

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

---

(1)

The amounts in this column represent the grant date fair value, as determined in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718.

Employment Agreements and Offer Letters

Employment Agreement with Mr. HarrisonAgreements and Offer Letters

Employment Agreement with Mr. Harrison

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




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has since been named Chairman and he continues to serve as Chief Executive Officer of First Hawaiian. Material terms of the employment agreement include: an annual base salary of $650,000 (which has since been increased to $950,000 for 2019); participation in the Bonus Plan with an annual target bonus of 80% of his annual base salary (which has since been increased to 100% for 2019) with an earn-out range of 0% to 200% of the target (which has since been changed to an earn-out range of 0% to 150% of the target for 2019); and participation in the LTIP, with a target award equal to 50% of his annual base salary (which has since been increased to 210% for 2019) with an earn-out range of 0% to 200% of the target.

              Mr. Harrison's employment agreement also includes severance benefits, which have since been replaced by his participation in the Executive Change-in-Control Retention Plan of First Hawaiian Bank (the "Executive CIC Plan") as described under "Executive Compensation—Potential Payments upon Termination or Change in Control—Executive Change-in-Control Retention Plan of First Hawaiian Bank" 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) 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-solicit provision that applies during the term of employment and for one year following any termination of employment.

Offer Letter with Mr. Mallela

              On July 25, 2018, we entered into an offer letter with Mr. Mallela. Pursuant to the letter agreement, Mr. Mallela is an "at will" employee and serves as Executive Vice President, Chief Financial Officer and Treasurer of the Company and the Bank. Material terms of the offer letter include: an annual base salary of $450,000; 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 an annual bonus equal to 75% of Mr. Mallela's annual base salary for 2018 and an annual target bonus of 75% of Mr. Mallela's annual base salary beginning in 2019; participation in the LTIP, including an award of performance share units valued at $668,834 for the 2018-2020 performance period; an award of Company restricted share units valued at $991,472 subject to a three-year vesting schedule, in consideration for equity awards that Mr. Mallela forfeited in connection with his departure from his previous employer; participation in the Executive CIC Plan; an auto allowance of $7,200 per year; and relocation benefits (up to a maximum of $30,000) which will be grossed up in 2019, subject to repayment of 100% (up to a maximum of $30,000), 75% (up to a maximum of $22,500) or 50% (up to a maximum of $15,000) of these relocation benefits if he resigns within one year, two years or three years of his hire date, respectively.

Offer Letter with Mr. Yeaman

              We previously entered into an offer letter with Mr. Yeaman, which became effective on June 15, 2015. Pursuant to the letter agreement, Mr. Yeaman was an "at will" employee and served as President and Chief Operating Officer of First Hawaiian Bank. Mr. Yeaman was then named President and Chief Operating Officer of First Hawaiian, and was appointed Interim Chief Financial Officer of First Hawaiian effective January 31, 2018 through September 6, 2018. Mr. Yeaman resigned from all of his positions with First Hawaiian and the Bank effective August 12, 2019. Material terms of the offer letter include: an annual base salary of $725,000 (which was increased to $795,000 for 2019), subject to periodic review; participation in the Incentive Plan for Key Employees (and now the Bonus Plan) with an annual target bonus of 90% of Mr. Yeaman's annual base salary; participation in the LTIP with a target award equal to 75% of Mr. Yeaman's annual base salary; participation in the BNPP International




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Sustainability and Incentive Scheme (the "BNPP ISIS") with a target value of $110,000, which participation (with respect to new awards) ended as of the date of our IPO; participation in the Executive CIC Plan; and an auto allowance of $7,200 per year and certain membership fees. In addition, Mr. Yeaman was granted a transition award opportunity of $710,000 to replace the loss of unvested compensation under deferred compensation arrangements at a prior employer, which comprised 50% in fixed cash and 50% in a cash incentive award, the value of which is tied to the price of BNPP stock. The transition award was paid out entirely in cash in two installments, on March 31, 2016 and on March 31, 2017, and resulted in a payment of $307,682 for 2016 and $348,852 for 2017.

Payments to Mr. Yeaman in Connection with Termination of Employment

              Effective August 12, 2019, Mr. Yeaman resigned from his positions with the Company and the Bank and ceased serving as a director on the board of directors of the Bank. Upon his resignation, Mr. Yeaman experienced a qualifying termination under the Executive CIC Plan and thus was entitled to payments and benefits thereunder in an amount of $1,512,370 to be paid on March 2, 2020, a subsidy toward the premium costs of continued coverage under First Hawaiian's health and medical plans for up to 24 months and reimbursement of reasonable expenses incurred for outplacement up to a maximum of $20,000. Mr. Yeaman also executed a supplemental participation agreement pursuant to which he agreed to be bound by non-competition and non-solicitation of employees and customers covenants for one year following termination of employment. If Mr. Yeaman complies with such restrictive covenants until August 12, 2020, he will be entitled to an additional payment of $1,496,227 under the Executive CIC Plan, which will be payable on September 30, 2020. Since Mr. Yeaman's resignation was not a qualifying termination for purposes of the LTIP and the Omnibus Plan, Mr. Yeaman forfeited all of his outstanding unvested equity awards upon his resignation.

Other Benefits and Chief Executive Officer, reporting to the board of directors of First Hawaiian Bank and the Chief Executive Officer of BancWest. Mr. Harrison has since been named Chairman and he continues to serve as Chief Executive Officer of First Hawaiian. Material terms of the employment agreement include: an annual base salary of $650,000 (which has since been increased to $935,000 for 2017); participation in the Bonus Plan with an annual target bonus of 80% of his annual base salary (which has since been increased to 100% for 2017) with an earn-out range of 0% to 200% of the target (which has since been changed to an earn-out rate of from 0% of the target to 100% of the target for 2017); and participation in the LTIP, with a target bonus equal to 50% of his annual base salary (which has since been increased to 139% for 2017) with an earn-out range of 0% to 200% of the target (which has since been changed to 0% to $1,300,000 for 2017).         Mr. Harrison's employment agreement also includes severance benefits, which have since been replaced by his participation in the Executive Change-in-Control Retention Plan of First Hawaiian Bank (the "Executive CIC Plan") as described under "—Potential Payments upon Termination or Change in Control—Executive Change-In-Control Retention Plan of First Hawaiian Bank" below.Retirement Plans         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) 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-solicit provision that applies during the term of employment and for one year following any termination of employment.

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

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




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account that is held in the name of each participant. Employees vest ratably in the plan, over five years of service with First Hawaiian, or upon death, disability (as defined in the Future Plan) or attainment of age 65. Messrs. Harrison, Mallela, Arizumi, Mizumoto and Mesick participate in the Future Plan, and Mr. Yeaman participated in the Future Plan prior to his resignation.

Offer Letter with Mr. Yeaman

        We previously entered into an offer letter with Mr. Yeaman, which became effective on June 15, 2015. Pursuant to the letter agreement, Mr. Yeaman is an "at will" employee and serves as President and Chief Operating Officer of First Hawaiian Bank. Mr. Yeaman has since been named President and Chief Operating Officer of First Hawaiian, and was appointed Interim Chief Financial Officer of First Hawaiian effective January 31, 2018. Material terms of the offer letter include: an annual base salary of $725,000 (which has since been increased to $761,685 for 2017), subject to periodic review; a one time sign on bonus of $100,000, which was subject to repayment if Mr. Yeaman's employment terminated prior to the first anniversary of his start date; participation in the IPKE (and now the Bonus Plan) with an annual target bonus of 90% of Mr. Yeaman's annual base salary; participation in the LTIP with a target bonus equal to 75% of Mr. Yeaman's annual base salary; participation in the BNP Paribas International Sustainability and Incentive Scheme program with a target value of $110,000, which participation ended as of the date of our IPO; participation in the Executive Change in Control




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Retention Plan of First Hawaiian Bank (as described below); a transition award opportunity of $710,000 (subject to the imposition of performance conditions) over two years to replace the loss of unvested compensation under deferred compensation arrangements at a prior employer, and an auto allowance of $7,200 per year and certain membership fees. Mr. Yeaman's transition award was granted 50% in fixed cash and 50% in a cash incentive award, the value of which is tied to the price of BNPP stock. The transition award was paid out entirely in cash in two installments, the first on March 31, 2016 and the second on March 31, 2017, and resulted in a payment of $307,682 for 2016 and $348,852 for 2017.

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"). This is a tax-qualified defined contribution savings plan for all eligible employees of First Hawaiian, including each of our NEOs. Under the 401(k) Plan, eligible employees may contribute up to 75% of their pay (subject to Internal Revenue Service 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 a maximum of $13,500. In addition, participants become 100% vested in the employer matching contributions upon death or disability (as defined in the 401(k) Plan), in each case, while an employee, or upon retirement. Messrs. Harrison, Yeaman and Arizumi are eligible for such First Hawaiian matching contributions, and Messrs. Fujioka and Ching were eligible for such matching contributions prior to their retirement and resignation, respectively.

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 pay. Employees may direct how contributions will be invested. Contributions are made each calendar quarter to a Future Plan account that is held in the name of each participant. Employees vest ratably in the plan, over five years of service with First Hawaiian, or upon death, disability (as defined in the Future Plan) or attainment of age 65. Messrs. Harrison, Yeaman and Arizumi participate in the Future Plan, and Messrs. Fujioka and Ching participated in the Future Plan prior to their retirement and resignation, respectively.

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 BancWest CorporationFirst 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 for retirement contributions and participants may defer portions of their base salary or cash-based incentive award. Messrs. Harrison, FujiokaMallela, Arizumi and ArizumiMizumoto participate in the First Hawaiian, Inc. DCP, andbut Mr. Arizumi receivesis the only NEO that received a retirement contributionscontribution under the First Hawaiian, Inc. DCP.DCP for 2019. Under the First Hawaiian Bank DCP, participating employees may defer a portion of their base salary, commission, or incentive compensation. Under the First Hawaiian Bank DCP, the Compensation Committee may also, in its discretion, designate employees on whose behalf First Hawaiian Bank may




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make executive retirement contributions. For 2019, Messrs. YeamanHarrison, Mallela, Mizumoto, Mesick and ChingYeaman 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.awards; provided that the contribution for Mr. Harrison was prorated to reflect that he was only eligible to receive executive retirement contributions under the First Hawaiian Bank DCP commencing as of July 1, 2019 (upon the freezing of the SERP). 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. Messrs.Mr. Harrison and Fujioka participateis the only NEO that participates in the SERP, which is frozen to new participants, and receivereceives a benefit equal to a percentage of the highest consecutive 12 months of compensation earned during their finalhis 60 months of service prior to retirement,July 1, 2019, subject to reduction in the case of early retirement. The target percentage in the case of Messrs. Harrison and Fujioka, 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. ExecutiveSERP 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," 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" any amounts credited to accounts of




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participants in each respective plan who are employees of that bank subsidiary that have not previously been contributed to a trust are required to be contributed. "Change in control of the company",company," as used in the First Hawaiian, Inc. DCP and the SERP, generally means, (i) any person other than BNPP, any affiliate of BNPP or a fiduciary holding shares under an employee benefit plan, becomes the beneficial owner of more than 50% of the combined voting power of First Hawaiian, Inc., (ii) a merger or consolidation of First Hawaiian, Inc., 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. "Change in control of a bank subsidiary" generally means (i) any person other than BNPP, any affiliate of BNPP or a fiduciary holding shares under an employee benefit plan, becomes the beneficial owner of more than 50% of the combined voting power of either First Hawaiian Bank or Bank of the West, (ii) a merger or consolidation of either First Hawaiian Bank or Bank of the West, 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 either First Hawaiian Bank or Bank of the West or (B) the shares of either First Hawaiian Bank or Bank of the West outstanding immediately prior to such transaction do not represent a majority of the voting power of all voting securities of such entity outstanding immediately after such transaction or (iii) the sale of all or substantially all of the assets of either First Hawaiian Bank or Bank of the West.

Insurance Plans

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




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        Under the executive life insurance plan, we provide pre- and post-retirement life insurance benefits for certain executives, including certain NEOs. For Mr. Fujioka, death benefits under this plan are equal to three times current base salary at retirement while actively employed and three times final salary post-retirement.

Compensation Risk Management and Governance Policies

Guidelines for Lending and Borrowing

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

ShareStock Ownership Guidelines

              To ensure alignment of interests of our executives and non-employee directors with those of our shareholders,stockholders, we adopted stock ownership guidelines. The guidelines were revised for senior management in September 2016. ParticipantsFebruary 2019, and covered persons have five years from the adoptionmost recent amendment of the policy,revised guidelines,i.e., until early 2024 in the case of senior management, or the date the policy




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or amendment becomes applicable to them, to attain the required ownership levels. Guidelines in effect for 2017The revised guidelines are as follows:

•

Chief Executive OfficerCEO = 2x5x Base Salary



•

Other Named Executive Officers = 1x2x Base Salary



•

Non-Employee Directors = 3x Annual Cash Retainer

              Shares that count toward satisfaction of the guidelineguidelines include: shares owned outright, deferred shares or deferred stock units, shares purchased through the Employee Stock Purchase Plan, (the "ESPP"), shares held in retirement accounts, unvested restricted stock or restricted stock units and earned but unvested performance shares or performance share units.

              All participants are currently within their 5-yearfive-year window for compliance with these guidelines.

BNPP Clawback Policy

              Following BNPP's sale of their ownership position in First Hawaiian, we adopted a new clawback policy, which applieseffective February 27, 2019, that covers all cash and equity incentive compensation. The policy provides for a three-year lookback and, subject to each of their controlled entities, provides that in the case of conduct that warrants dismissal, BNPPCompensation Committee's discretion, First Hawaiian may recover all or part of certain awards that have already been paid. The clawback policy applies for a periodpaid or will be paid due to financial restatement, inaccurate calculation of up to five years from the last payment date of the relevant award or such other period as required by applicable law.incentive compensation, individuals operating outside First Hawaiian's risk policies and employees committing ethical misconduct.

Prohibition on Share Pledging, Hedging and HedgingShort Selling

              Employees,The Company has established a policy applicable to our directors, officers and employees, as well as their immediate family members and household members, may not pledge 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, theythose persons are prohibited from engaging in short-term or speculative transactions in Company stock, including hedging or monetization transactions.




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

Deductibility of Executive Compensation

              When it reviews compensation matters, the Compensation Committee considers the anticipated tax and accounting treatment of various payments and benefits, but these considerations are not dispositive. 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." In the case of a corporation that becomes publicly held prior to December 2019, including in connection with an initial public offering, transition relief from the application of Section 162(m) will apply to certain compensation provided pursuant to a plan or agreement that existed during the period in which it was not publicly held. Such transition relief is expected to apply to First Hawaiian until the first shareholderstockholder meeting after the close of the third calendar year following the IPO,i.e., our 2020 annual meeting of stockholders, unless the applicable plan sooner expires or is materially modified.




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Notwithstanding the foregoing, we reserve the right to pay amounts that are not deductible under Section 162(m) during any period when Section 162(m) is applicable to us.

              PriorPursuant to federal tax reformlegislation enacted in December 2017, Section 162(m) included an exception to this limitation on deductibility for qualifying "performance-based compensation" (as defined under applicable tax regulations). Under the new tax legislation, for taxable years beginning after December 31, 2017, there is no longer an exception to the deductibility limit for qualifying "performance-based compensation" unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 (the scope of which is currentlyremains uncertain). Also under the new legislation, and the definition of "covered employees" has been expanded to include a company's chief financial officer, in addition to the chief executive officer and three other most highly paid executive officers, plus any individual who has been a "covered employee" in any taxable year beginning after December 31, 2016.

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

Gérard Gil, Chairman
Matthew J. Cox,
Michel Vial Chairman

              Jenai S. Wall

Allen B. Uyeda Assessing Risk in the Compensation Programs

              The Compensation Committee has evaluated our compensation policies and practices in place in 20172019 and has concluded that none of the Company's incentive plans were likely to motivate behavior that would result in a material adverse impact to the company. The potential risks identified through the process were determined to be effectively mitigated through established risk controls, leadership oversight, and the culture of proactive risk management.

              Specifically,The Company's management engaged a third-party consulting firm to review the Compensation CommitteeCompany'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 20172018 and concluded that, overall, the Company's incentive programs and plans currently were not likely to introduce problematic risk to the Bank. Further, the Company's management engaged the same consulting firm to update the review for 2019 with a focus on new plans or changes to existing plans. The consulting firm reached the same conclusions as in place are strong. Going forward,2018. Following a review of these findings, the Compensation Committee intendsconcluded that the Company's incentive plans were well designed and are working effectively to continue to reviewmotivate performance and enhance its incentive programs to mitigate potential risks.risk.




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EXECUTIVE COMPENSATION


Summary Compensation Table

              The following table presents information with respect to our NEOs for the fiscal years ended December 31, 2015, 20162017, 2018 and 2017.2019.

Name and Principal Position		Year			Salary(2)			Bonus(3)			Stock Awards(5)			Non-Equity Incentive Plan Compensation(6)			Change in Pension Value and Nonqualified Deferred Compensation Earnings(7)			All Other Compensation(8)			Total
Robert S. Harrison			2017		$	1,116,042		$	775,020		$	1,237,226		$	1,147,380		$	1,348,971		$	135,135		$	5,759,774
Chairman and Chief			2016			1,065,000			893,000			1,612,966			789,900			746,429			110,974			5,218,269
Executive Officer			2015			800,000			725,000			—			739,808			474,762			110,838			2,850,408
Eric K. Yeaman(1)			2017			759,196			1,034,369	(4)		544,372			1,051,612			—			163,586			3,553,135
President and Chief			2016			743,125			979,682	(4)		1,250,298			—			—			165,865			3,138,970
Operating Officer
Robert T. Fujioka(1)			2017			522,693			342,468			250,287			472,681			243,167			126,686			1,957,982
Former Vice Chairman			2016			495,950			376,339			616,429			431,904			404,142			217,127			2,541,891
and Chief Lending Officer
Alan H. Arizumi(1)			2017			415,156			312,000			179,869			343,054			—			99,575			1,349,654
Vice Chairman of Wealth Management
Michael H.F. Ching(1)			2017			465,109			235,291			178,889			328,780			—			102,448			1,310,517
Former Executive Vice President, Chief Financial Officer and Treasurer

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Name and Principal Position

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Year

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Salary(2)

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Bonus(3)

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Stock Awards(6)

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Non-Equity Incentive Plan Compensation(7)

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

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All Other Compensation(9)

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Total

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Robert S. Harrison

2019

$

1,137,500

$

1,034,170

$

1,999,987

$

—

$

1,655,489

$

184,522

$

6,011,668

(10)

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Chairman, President and

2018

1,125,000

2,089,850

543,965

105,325

53,307

127,184

4,044,631

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Chief Executive Officer

2017

1,116,042

775,020

1,237,226

1,147,380

1,348,971

135,135

5,759,774

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​  Ravi Mallela(1)

2019

450,000

372,475

669,997

—

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88,859

1,581,331

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EVP and Chief Financial  Officer

2018

142,497

491,955

(4)

1,630,861

—

—

47,199

2,312,512

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Alan H. Arizumi

2019

488,333

376,986

225,000

—

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122,060

1,212,379

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Vice Chairman, Wealth

2018

480,000

316,118

206,494

23,938

—

120,548

1,147,098

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Management Group

2017

415,156

312,000

179,869

343,054

—

99,575

1,349,654

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Lance A. Mizumoto(1)

2019

424,172

301,826

299,982

—

—

99,009

1,124,989

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Vice Chairman and Chief

2018

420,030

191,508

160,602

—

—

97,084

869,224

Lending Officer,  Commercial Banking  Group

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Ralph M. Mesick(1)

2019

395,417

234,521

199,988

—

—

80,010

909,936

Vice Chairman and Chief  Risk Officer, Risk  Management Group

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Eric K. Yeaman(1)

2019

503,425

—

599,991

—

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1,694,010

2,797,426

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Former President and

2018

780,727

715,402

562,502

47,875

—

164,116

2,270,622

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Chief Operating Officer

2017

759,196

1,034,369

(5)

544,372

1,051,612

—

163,586

3,553,135

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(1)

Messrs. YeamanMallela and FujiokaMizumoto were not NEOs in 2015, and Messrs. Ching and Arizumi were2017. Mr. Mesick was not NEOsa NEO in 20162017 or 2015.2018. Mr. Fujioka retired as an officer of the Company effective December 31, 2017 and Mr. ChingYeaman resigned his positions with the Company and FHB effective January 31, 2018.August 12, 2019. Mr. YeamanMallela was appointed InterimExecutive Vice President, Chief Financial Officer and Treasurer of the Company and FHBthe Bank effective January 31,September 7, 2018.



(2)

The amountamounts in this column for Mr. Harrison representsrepresent his salary ($926,042 for fiscal year 2017) and his annual role-based allowance ($190,000).of $190,000.



(3)

The amounts in this column for fiscal years 2017 and 2016 represent annual incentive cash awards earned under the Bonus Plan. The amounts in this column for fiscal year 2015 represent annual incentive cash awards earned under the First Hawaiian Incentive Plan for Key Employees (the "IPKE"). To facilitate compliance with CRD IV, a portion of the amounts payable for certain awards under the IPKE and the Bonus Plan were deferred as follows: for Mr. Harrison's 2015 award, $454,000 will be paid out in semi-annual installments between 2016 and 2019; for Mr. Fujioka's 2016 award, $178,468 was paid out later in 2017. As described under "—Annual Incentive Awards" below, a portion of the deferred bonus amounts are variable based on the performance of BNPP's stock price and the exchange rate of euros to U.S. dollars.



(4)

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



(5)

Includes $348,852 and $307,682 for fiscal yearsyear 2017, and 2016, respectively, representing the portion of his transition award under his offer letter that was payable in 20172017. See "Compensation Discussion and 2016, respectively. See "—Analysis—Employment Agreements and Offer Letters—Offer Letter with Mr. Yeaman" above.



(5)(6)

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 2019-2021 LTIP Awards and restricted share awards granted pursuant to the Omnibus Plan. The amounts in this column for fiscal year 2018 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of performance share unit awards granted pursuant to the LTIP for the 2018-2020 cycle (the "2018-2020 LTIP Awards"). The amounts in this column for fiscal year 2017 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of performance share unit awards granted pursuant to the LTIP for the 2017-2019 cycle (the "2017-2019 LTIP Awards. The amounts in this column for fiscal year 2016 represent theAwards"). For further information regarding grant date fair value as determinedcalculations, see Note 21 to the Consolidated Financial Statements included in accordance with FASB ASC Topic 718,First Hawaiian's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The 2019-2021 LTIP Awards are based on assumed performance achievement at 100%, which is the target level of performance share unit awards granted pursuant to the LTIPaward amounts that may be earned. The amounts for the 2016-2018 cycle (the "2016-20182019-2021 LTIP Awards") and one-time grantsAwards based on assumed performance achievement of restricted shares and200%, the highest level of performance share units (the "IPO PSUs") in connection with our IPO valued at $496,695, $286,549award amounts that may be earned, are $1,999,987, $669,997, $225,000, $299,982, $199,988 and $191,033$599,991 for each of Messrs. Harrison, YeamanMallela, Arizumi, Mizumoto, Mesick and Fujioka,Yeaman, respectively. Each of the 2018-2020 LTIP Awards and the 2017-2019 LTIP Awards the 2016-2018 LTIP Awards and IPO PSU amounts are based on assumed performance achievement of 100%, which, isin all cases, are the highest levellevels of performance share unit award amounts that may be earned. Mr. Yeaman forfeited all outstanding unvested equity awards in connection with the termination of his employment.



(6)(7)

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




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based on target amounts last year and the corrected amounts, shown above as "Non-Equity Incentive Plan Compensation" for 2018, based on the amounts earned, compared to the amounts reported last year with respect to these awards are as follows: for Mr. Harrison, $105,325 replaces $137,500, for Mr. Arizumi $23,938 replaces $31,250 and for Mr. Yeaman $47,875 replaces $62,500. The amounts in this column for fiscal year 2017 represents the cash incentive awards earned pursuant tounder the LTIP for the 2015-2017 cycle (the "2015-2017 LTIP AwardsAwards") and, for Messrs. Harrison Fujioka and Arizumi, cash-based awards granted under the BNPP GSISGroup Sustainability and Incentive Scheme (the "BNPP GSIS") in 2015 with a performance period from 2015-2017. The amounts in this column for fiscal year 2016 represent the cash incentive awards earned under the LTIP for the 2014-2016 cycle (the "2014-2016 LTIP Awards") and the cash awards granted under the BNPP International Sustainability and Incentive Scheme (the "BNPP ISIS") for the 2014-2016 performance period. The amounts in this column for fiscal year 2015 represent the cash incentive awards earned under the LTIP for the 2013-2015 cycle and cash incentive awards earned pursuant to awards granted under the BNPP ISIS for the 2013-2015 performance period.




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