First Hawaiian, Inc. Files Definitive Proxy Statement

Ticker: FHB · Form: DEF 14A · Filed: Mar 14, 2024 · CIK: 36377

Sentiment: neutral

Topics: proxy statement, FHB, banking, Hawaii, shareholder meeting

TL;DR

<b>First Hawaiian, Inc. filed its definitive proxy statement, detailing its operations and financial performance as the largest bank in Hawaii.</b>

AI Summary

FIRST HAWAIIAN, INC. (FHB) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company headquartered in Honolulu, Hawaii. Founded in 1858, First Hawaiian Bank is Hawaii's oldest financial institution. As of December 31, 2023, FHB was the largest bank in Hawaii by total assets, loans, deposits, and net income. The bank offers a comprehensive suite of banking services to consumer and commercial customers. A $40M stock repurchase program was approved by the board for 2024.

Why It Matters

For investors and stakeholders tracking FIRST HAWAIIAN, INC., this filing contains several important signals. This filing provides shareholders with crucial information regarding the company's governance, executive compensation, and voting matters ahead of the annual meeting. As a major financial institution in Hawaii, FHB's proxy statement offers insights into its strategic direction, financial health, and commitment to shareholder returns, including a new stock repurchase program.

Risk Assessment

Risk Level: medium — FIRST HAWAIIAN, INC. shows moderate risk based on this filing. The company operates in a highly regulated industry (banking) which presents ongoing compliance risks and potential for fines or sanctions.

Analyst Insight

Shareholders should review the proxy statement carefully to understand executive compensation, board nominations, and any proposed corporate actions before voting.

Key Numbers

Key Players & Entities

FAQ

When did FIRST HAWAIIAN, INC. file this DEF 14A?

FIRST HAWAIIAN, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 14, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FIRST HAWAIIAN, INC. (FHB).

Where can I read the original DEF 14A filing from FIRST HAWAIIAN, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FIRST HAWAIIAN, INC..

What are the key takeaways from FIRST HAWAIIAN, INC.'s DEF 14A?

FIRST HAWAIIAN, INC. filed this DEF 14A on March 14, 2024. Key takeaways: First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company headquartered in Honolulu, Hawaii.. Founded in 1858, First Hawaiian Bank is Hawaii's oldest financial institution.. As of December 31, 2023, FHB was the largest bank in Hawaii by total assets, loans, deposits, and net income..

Is FIRST HAWAIIAN, INC. a risky investment based on this filing?

Based on this DEF 14A, FIRST HAWAIIAN, INC. presents a moderate-risk profile. The company operates in a highly regulated industry (banking) which presents ongoing compliance risks and potential for fines or sanctions.

What should investors do after reading FIRST HAWAIIAN, INC.'s DEF 14A?

Shareholders should review the proxy statement carefully to understand executive compensation, board nominations, and any proposed corporate actions before voting. The overall sentiment from this filing is neutral.

Risk Factors

Glossary

DEF 14A
Definitive Proxy Statement (This is the official filing that provides shareholders with information for the annual meeting, including voting items and company performance.)
Bank Holding Company
A company that owns or controls one or more banks. (Defines the corporate structure of First Hawaiian, Inc. and its regulatory oversight.)

Filing Stats: 4,404 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-03-14 08:30:37

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 PROPOSAL 2 —ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 40 COMPENSATION DISCUSSION AND ANALYSIS 40 Named Executive Officers 41 2023 Business Performance 42 Capital Highlights 42 2023 Compensation Summary 43 Our Compensation Philosophy 45 2023 Compensation Framework 45 Compensation Governance Practices 46 Compensation Governance Process 47 Benchmarking Compensation 49 2023 CEO Compensation 49 2023 Stockholder Outreach 51 Key Components of Compensation 57 Employment Agreements, Offer Letters and Severance Payments 59 Other Benefits and Retirement Plans 61 Compensation Risk Management and Governance Policies 62 Deductibility of Executive Compensation 62 Assessing Risk in Our Compensation Programs 63 Change in CEO Pension Value in the Summary Compensation Table 63 COMPENSATION COMMITTEE REPORT 64

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 64 Summary Compensation Table 66 2023 Grants of Plan-Based Awards 67 Outstanding Equity Awards at 2023 Fiscal Year End 68 2023 Stock Vested 69 2023 Pension Benefits 69 2023 Nonqualified Deferred Compensation 70 Potential Payments upon Termination or Change in Control 73 Pay Ratio Disclosure 74 Pay Versus Performance Disclosure 79 PROPOSAL 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 80 AUDIT MATTERS 80 PROPOSAL 4 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 81 AUDIT COMMITTEE REPORT 82 PRINCIPAL ACCOUNTANT FEES 82 PREAPPROVAL POLICIES AND PROCEDURES 83 BIOGRAPHIES OF EXECUTIVE OFFICERS 87 STOCK OWNERSHIP 87

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT 89 Delinquent Section 16(a) Reports 89 Business Relationships and Related Party Transactions Policy 90 FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING 96 OTHER BUSINESS 96 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 97 DISTRIBUTION OF CERTAIN DOCUMENTS 97 98 INFORMATION NOT INCORPORATED BY REFERENCE 98

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS A-1 ANNEX A—NON-GAAP RECONCILIATION TABLE OF CONTENTS PROXY STATEMENT SUMMARY The following summary highlights information contained elsewhere in this Proxy Statement and provides context related to the matters to be voted on at the 2024 Annual Meeting of Stockholders of First Hawaiian, Inc. ("First Hawaiian," "FHI," "we," "our," "us" and the "Company"). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company's 2023 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2023. 2024 ANNUAL MEETING INFORMATION WHEN RECORD DATE ACCESS Wednesday, April 24, 2024, 8:00 a.m., Hawaii Standard Time March 1, 2024 Via webcast at https://web.lumiagm.com/224987645 ; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 24, 2024. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2024 (case sensitive). Once admitted to the meeting platform, you may submit questions and/or vote during the Annual Meeting by following the instructions that will be available on the meeting website. There will not be a physical meeting in Hawaii or anywhere else. Meeting Agenda Proposal Board Voting Recommendation See Page 1. The election to our Board of Directors of the nine nominees named in the attached Proxy Statement to serve until the 2025 Annual Meeting of Stockholders FOR each director nominee 15 2. An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement FOR 38 3. An advisory vote on the frequency of future votes on the compensation of our named executive officers EVERY YEAR 79

: Gender Identity

Part I: Gender Identity Directors 3 6 — —

: Demographic Background

Part II: Demographic Background African American or Black 1 — — — Alaskan Native or Native American — — — — Asian 1 4 — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White 1 2 — — Two or More Races or Ethnicities — — — — LGBTQ+ — — — — Did Not Disclose Demographic Background — — — — 6 FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT TABLE OF CONTENTS PROXY STATEMENT SUMMARY Board Expertise The following section summarizes the specific skills, professional experience and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors. This matrix is intended to provide a summary of our director nominees' qualifications and is not a complete list of each director nominee's strengths or contributions to the Board of Directors. Additional details on each director nominee's experiences, qualifications, skills and attributes are set forth in their biographies. Director Skills and Experience MICHAEL K. FUJIMOTO ROBERT S. HARRISON FAYE W. KURREN JAMES S. MOFFATT MARK M. MUGIISHI KELLY A. THOMPSON ALLEN B. UYEDA VANESSA L. WASHINGTON C. SCOTT WO # of 9 nominees % of 9 nominees Audit and finance Having familiarity with accounting and financial analysis enables in-depth analysis of our financial statements and informed decision-making regarding our capital structure, financial transactions and financial reporting processes. 7 78% Banking Experience at the senior management level at a banking institution provides knowledge of the banking business so as to effectively challenge management viewpoints. 2 22% Public company Experience at the senior management level at a public company provides insights with respect to the expectations of sophisticated public company investors. 3 33% Community affairs / engagement As a comm

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