DEF 14A 1 nc10018857x1_def14a.htm DEF 14A

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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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Preliminary Proxy Statement
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Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
Hawaiian Electric Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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March 26, 2021
Dear Fellow Shareholder:
On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), it is my pleasure to invite you to attend the 2021 Annual Meeting of Shareholders (2021 Annual Meeting) of HEI. The meeting will be held on Friday, May 7, 2021 at 10:00 a.m., Hawai‘i time. To ensure compliance with applicable State and City restrictions on large gatherings during the COVID-19 pandemic, and to safeguard the health of our shareholders, directors and employees, the 2021 Annual Meeting will once again be held virtually, conducted entirely via live audio webcast. You will be able to listen to the official meeting, submit questions and vote your shares from any location with an Internet connection. Please see the accompanying Proxy Statement for more information on how to participate.
The Notice of Annual Meeting of Shareholders and Proxy Statement that accompany this letter describe the business to be conducted during the 2021 Annual Meeting.
Your vote is very important. Whether or not you attend the meeting, and no matter how many shares you own, it is important that your views be represented. Please vote by signing and returning your proxy card or by using telephone or internet voting. Instructions on how to vote are detailed in the “Voting Procedures” section of the Proxy Statement. Please note that you will need to retain the control number printed on your proxy card to attend the virtual 2021 Annual Meeting.
For further details on HEI’s accomplishments in 2020, please see my letter in the accompanying Annual Report, as well as the attached letter from our Board of Directors.
The Board of Directors and management team of HEI would like to express our appreciation to you for your confidence and support.
 
Sincerely,
 
 
 

 
Constance H. Lau
President and Chief Executive Officer

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A Message from Our Board of Directors
Dear Fellow Shareholders,
On behalf of the entire Board, thank you for your continued support and investment in Hawaiian Electric Industries (HEI). The health and economic impacts of the COVID-19 pandemic presented unprecedented challenges for all of us in Hawai‘i and around the world. From the Board’s perspective, the pandemic underscored our long-held belief that companies whose strategies address important environmental and social challenges are the ones that are best positioned to create long-term value for all stakeholders, including shareholders.
As Chair, I value this opportunity to share our Board’s priorities for creating long-term shareholder value, including the steps we are taking to address and advance important environmental, social and governance (ESG) issues and ensure the vitality of HEI for all who rely on our company.
Financial Resilience and Stability throughout COVID-19
Throughout the pandemic, HEI’s core strengths have continued to serve our stakeholders and shareholders well. Our long history of delivering essential services for the state of Hawai‘i provided the necessary basis of expertise and experience to navigate this unprecedented challenge. At our utility, stabilizing regulatory mechanisms served their purpose well. Our bank’s conservative approach to risk, including its low-risk loan portfolio and strong capital position, provided a solid foundation for its operations.
Our financial stability and strong liquidity enabled us to protect employee and customer safety, provide solutions to assist customers experiencing financial hardship and support our communities – all while continuing to deliver solid consolidated financial results.
Across our enterprise we implemented a number of actions to help our customers and communities through the pandemic:
At our utility we suspended electricity disconnections for nonpayment, offered flexible payment options to help customers manage their bills, proposed holding base rates flat in our O‘ahu rate case to help keep rates down for customers, and served as the founding sponsor of a program to help families throughout the state pay bills for electric, water, sewer and gas utilities.
At our bank we offered loan deferrals, temporarily suspended certain fees, deployed $370 million in Paycheck Protection Program loans for approximately 4,100 small businesses representing more than 40,000 jobs, and assisted the state in implementing a program to help families and our restaurant industry by providing prepaid cards for those impacted by the pandemic to use at local restaurants.
Together our companies and employees made record charitable commitments in 2020 -- $5.5 million, more than double our prior year’s contributions, including at least $3.5 million related to COVID-19.
In addition, we were able to advance our long-term strategic priorities. At our utility we continued to invest in modernizing our electric grid, strengthening the reliability and resilience of our network and integrating more renewable energy, while also focusing on cost efficiency. We surpassed our state’s 2020 goal of 30% Renewable Portfolio Standard (RPS) and we are poised to achieve our next state RPS milestone of 40% well before its 2030 target date. At our bank the pandemic spurred accelerated customer adoption of digital banking options. We’ve always been focused on making banking easy for customers, and now we’re investing in making that possible anytime, anywhere.
Board Oversight of ESG Strategy and Risk Management
We firmly believe that effective management of ESG risks and opportunities creates a strategic business advantage; improves the sustainability, well-being and resilience of our communities, our economy and our environment; and leads to sustained long-term value creation for our investors.
As a Board, we see ESG-related strategies and risks as having the same potential as other strategies and risks to impact long-term value creation. As a result, we deliberately composed our Board to ensure we have directors who have direct experience related to ESG topics, including renewable energy, climate change strategy, environmental management and sustainable investing.

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In 2020, our Board fully integrated material ESG factors into the company’s governance structures and oversight of management activities. We expanded the responsibilities of the Nominating & Corporate Governance Committee to include overseeing human capital management and ensuring all material ESG areas have appropriate board oversight.
The Compensation Committee also expanded the ESG component of executive incentive compensation for HEI and utility executives to further align management incentives with our strategic goals. In addition to existing goals related to the renewable transition, safety, reliability and customer satisfaction, beginning in 2020 the Compensation Committee added renewable portfolio standard (RPS) achievement goals to HEI and utility executives’ long-term incentive metrics. We’re expanding on this for HEI and utility executives in 2021 with the addition of diversity, equity and inclusion and electrification goals.
The new performance-based regulation (PBR) framework, developed with our regulators and stakeholders, further incentivizes the utility to achieve ESG outcomes relating to increasing renewable energy, facilitating customer participation in the clean energy transition, modernizing our grid and advancing affordability and customer equity. In doing so, PBR offers the utility the opportunity to earn additional revenue if it achieves performance targets – directly linking our financial performance with stakeholder outcomes.
Enhanced ESG Reporting
In 2020 the Board prioritized enhancing the transparency of our ESG disclosures to allow investors and other stakeholders to see the value of our efforts and gauge our progress.
In September, HEI released its first consolidated ESG report, providing new data, insights and updates regarding the Company’s commitment to sustainable operations, addressing climate change and promoting diversity, equity and inclusion. The new report is aligned with Sustainability Accounting Standards Board (SASB) disclosure standards relevant to HEI’s utility and bank subsidiaries. Future reports will also incorporate disclosures aligned with Task Force on Climate-related Financial Disclosures (TCFD) guidance.
Commitment to Diversity
Our Board remains deeply committed to maintaining diverse perspectives across our Board and our workforce, and reflecting the unique diversity of our state. Today 50% of our directors are women, 10% are Asian and 10% are Native Hawaiian. At our utility, 90% of all employees and 65% of executives are racially diverse, and 29% of employees and 47% of executives are female. At our bank, 88% of our employees and 70% of executives are racially diverse, and 67% of employees and 40% of executives are female.
The Board is committed to continuing to strengthen HEI’s practices, including hiring and promoting individuals from diverse backgrounds, to ensure a diverse and inclusive culture throughout the HEI family of companies.
Ongoing Board and Management Succession Planning
We have a robust succession planning process for both the Board and management. In 2020 we continued to refresh Board and committee leadership. I was appointed Board Chair following the retirement of Jeff Watanabe. In addition, Richard Dahl was appointed Chair of the Compensation Committee.
The Board continues to oversee our management succession planning processes throughout our enterprise. The Nominating and Governance Committee evaluates internal and external succession candidates regularly, and the full Board discusses these candidates at least annually. In addition, potential leaders are given frequent exposure to the Board to further familiarize directors with our talent pool.
Shareholder and Stakeholder Engagement
We believe strong corporate governance includes engaging with our shareholders and considering their views. Over the past year, our company reached out to or engaged with shareholders representing more than 50% of our institutional shareholder base. These meetings covered our financial and operational performance, our progress toward renewable energy goals, our ESG reporting and Board oversight of ESG matters, executive compensation and Board and management succession planning, and involved our independent directors as appropriate.
Partly as a result of shareholder feedback, and following shareholder approval at our 2020 annual meeting, the Company amended its Articles of Incorporation with corporate governance enhancements to declassify the Board and adopt a majority voting standard in uncontested director elections.

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We value your support, and we continue to encourage you to share your opinions with us. We look forward to the year ahead as we continue our tireless work to create long-term customer, community and shareholder value. On behalf of the Board of Directors, thank you for your continued support.
Aloha,
HEI Board of Directors

Admiral Thomas B. Fargo, Chairperson of the Board
 
 
Constance H. Lau
Celeste A. Connors
Mary G. Powell
Richard J. Dahl
Keith P. Russell
Peggy Y. Fowler
William James Scilacci, Jr.
Micah A. Kane
Eva T. Zlotnicka

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NOTICE OF 2021 ANNUAL
MEETING OF SHAREHOLDERS

When:
Friday, May 7, at 10:00 a.m., Hawai‘i Time.
Where:
The 2021 Annual Meeting will be virtual, conducted entirely via live audio webcast. You will be able to attend, submit questions and vote during the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/HE2021.
Items of Business:
Proposal 1 — Election of three directors to serve a one-year term expiring at the 2022 Annual Meeting of Shareholders
Proposal 2 — Advisory vote to approve the compensation for HEI’s named executive officers
Proposal 3 — Ratification of the appointment of Deloitte & Touche LLP as HEI’s independent registered public accountant for 2021
Transaction of such other business as may properly come before the 2021 Annual Meeting
Record Date:
March 1, 2021
Annual Report:
The 2020 Annual Report to Shareholders, which is not part of the proxy solicitation materials, has been mailed or made available electronically to shareholders, along with this Notice of 2021 Annual Meeting of Shareholders and accompanying Proxy Statement.
Who Can Attend:
Shareholders of record as of the close of business on the record date are entitled to receive notice of, attend, submit questions and vote at the 2021 Annual Meeting. To attend the virtual meeting via the internet, you must have the 16-digit control number printed on the Notice of Internet Availability, on your proxy card, or if your shares are held in street name, in the proxy materials sent to you by your broker or other holder of record.
Date of Mailing:
On or about March 26, 2021, these proxy materials and annual report are being mailed or made available to shareholders.
How To Vote Your Shares
Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions. Shareholders of record may appoint proxies and vote their shares in one of four ways:
BEFORE THE MEETING

By Telephone: You can vote your shares by calling 1-800-690-6903.

By Internet: You can vote your shares online at www.proxyvote.com.

By Mail: You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
DURING THE MEETING

By Internet: You can vote your shares online at www.virtualshareholdermeeting.com/HE2021.
Shareholders whose shares are held by a bank, broker or other financial intermediary (i.e., in “street name”) should follow the voting instruction card provided by such intermediary.
Any proxy may be revoked in the manner described in the “Voting Procedures — Changing your vote” section of the accompanying Proxy Statement.
It is important that you vote your shares. To ensure that your shares are voted, please follow the instructions on the proxy card to either complete and return the proxy card or vote by telephone or over the Internet. Mailing your proxy card or voting by telephone or over the Internet does not preclude you from changing your vote online during the 2021 Annual Meeting of Shareholders (the 2021 Annual Meeting).
Important Notice Regarding the Internet Availability of Proxy Materials for the 2021 Annual Meeting of Shareholders to be held on May 7, 2021

The accompanying Proxy Statement, 2020 Annual Report to Shareholders and 2020 Annual Report on Form 10-K are available at www.hei.com
By Order of the HEI Board of Directors,
Kurt K. Murao
Executive Vice President, General Counsel,
Chief Administrative Officer and Corporate Secretary
March 26, 2021

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PROXY SUMMARY 
PROXY SUMMARY
This summary contains highlights about our Company and the upcoming 2021 Annual Meeting of Shareholders. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully prior to voting.
VOTING MATTERS
Management Proposals
Board Vote Recommendation
Page
1. Election of Three Directors
✔ FOR Each Nominee
2. Advisory Vote to Approve the Compensation of HEI’s Named Executive Officers
✔ FOR
3. Ratification of Appointment of Independent Auditor for 2021
✔ FOR
ELECTION OF DIRECTORS
The following table provides summary information about the nominees for election to the Board of Directors (Board) - three Directors of Hawaiian Electric Industries, Inc. (HEI or the Company). Additional information about all of HEI’s directors, including these nominees, may be found beginning on page 2.
Name
Age
Director
Since
Primary Occupation
Independent
Committee
Membership
Other
Public
Boards
Richard J. Dahl
69
2017
​Former Chairman, President
& Chief Executive Officer, James
Campbell Co., LLC
CC (Chair), ARC, EC
Dine Brands Global, Inc.
(Chair)
IDACORP
(Chair)
Micah A. Kane
52
2019
President & Chief Executive
Officer, Hawaii Community
Foundation
NCGC
None
Constance H. Lau
69
2001-
2004
and
since
2006
President & Chief Executive Officer, Hawaiian Electric Industries, Inc.
EC
Matson, Inc.
ARC - Audit & Risk Committee
CC - Compensation Committee
EC - Executive Committee
NCGC - Nominating and Corporate Governance Committee
GOVERNANCE HIGHLIGHTS
HEI’s governance is guided by the principle that shareholder value for our Company is linked to the value we bring to the customers and communities we serve. Highlights of our governance for 2020 include:
BOARD OF DIRECTORS
Independent Chairperson of the Board
YES
Number of independent directors
9 of 10
Number of directors who are from diverse (non-caucasion) ethnic backgrounds
2 of 10
Number of directors who are women
5 of 10
All Audit & Risk, Compensation and Nominating & Corporate Governance Committee members are independent
YES
All directors attended at least 75% of meetings of the Board and Board committees on which they served in 2020
YES
Policy limitation on membership on other public company boards
YES
Annual Board and committee self-evaluations and periodic director self and peer review
YES
Directors required to submit resignation for Board consideration upon the end of their term after reaching age 75 or in event of a significant change in their employment
YES
Share ownership and retention requirements for directors and executives
YES
* For additional details see page 17
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 PROXY SUMMARY
 
CURRENT DIRECTORS
Experience/Expertise
Tenure
(Years)
Utility/
Energy
Industry
Banking
Local
Hawai‘i
Commercial
Sustainability/
Environmental
Leadership
Renewable
Energy
Expertise
Senior
Leadership
Entrepreneurship/
Business
Transformation
Government
&
Regulation
Financial/
Accounting
Legal & Risk
Management
Corporate
Governance
Constance H. Lau
CEO
19
x
x
x
x
x
x
x
x
x
x
x
Celeste A. Connors
Independent
2
x
x
x
x
x
x
Richard J. Dahl
Independent
4
x
x
x
x
x
x
x
x
x
Admiral Thomas B. Fargo, USN
Independent
(Chairman)
16
x
x
x
x
x
x
Peggy Y. Fowler
Independent
10
x
x
x
x
x
x
x
x
Micah A. Kane
Independent
2
x
x
x
x
Mary G. Powell
Independent
2
x
x
x
x
x
x
x
Keith P. Russell
Independent
10
x
x
x
x
x
x
William James Scilacci, Jr.
Independent
2
x
x
x
x
x
x
Eva T. Zlotnicka
Independent
1
x
x
x
x
x
The lack of a mark for a particular item does not mean that the director does not possess that experience or is unable to contribute to the decision-making process in that area. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent area of expertise that the director brings to the Board.
HEI at a Glance
At HEI our companies provide the energy and financial infrastructure that empowers much of the economic and community activity of our state.
Sustainability — of our economy, our environment, our communities and our ability to deliver value to all of our stakeholders — is embedded in the core strategies across our three lines of business:
Hawaiian Electric — Focused on achieving Hawaii’s 100% renewable energy and carbon neutral economy goals in a way that is affordable, reliable and resilient for our customers.
American Savings Bank — Investing in Hawaii’s economic growth, fostering innovation and entrepreneurship to diversify and expand our economy, and advancing affordability and financial fitness.
Pacific Current — Advancing Hawaii’s sustainability goals through investment in clean energy, water, wastewater and agriculture.
Supporting Our Customers, Employees and Communities During the COVID-19 Pandemic
Throughout the COVID-19 period we have viewed it as our mission to be a source of strength to help our state weather the challenges of the pandemic. The strength of our companies — both operational and financial — has enabled us to support our customers during this crisis, and we have undertaken comprehensive actions to keep our employees, customers and communities safe.
At our Utility, we voluntarily suspended disconnections, and extended them in line with Public Utilities Commission guidance, provided payment options to help customers manage their bills and proposed to hold base rates flat in our O‘ahu rate case to help keep rates down.
At our bank we offered loan deferrals, temporarily suspended fees, deployed $370 million in Paycheck Protection Program funding to support approximately 4,100 small businesses representing more than 40,000 local jobs, and enabled a successful program to deploy federal CARES Act funds to help both unemployed families and our restaurant industry during the pandemic.
2020 was a record year for our charitable giving. Together our companies and employees made charitable commitments of $5.5 million, more than double our typical level. Of those contributions, $3.5 million related to the COVID-19 pandemic, including $2 million for Hawaiian Electric to be the founding sponsor of a program to help families across the state pay their utility bills.
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PROXY SUMMARY 
Across our enterprise we instituted mandatory work from home policies for employees whose jobs can be done remotely, have implemented intensive sanitation, and require masks in all facilities and social distancing wherever possible.
A Catalyst for Hawaii’s Vibrant Future
We have long understood that our long-term success, and our ability to deliver sustainable value for our stakeholders — including our shareholders — is inextricably linked to the well-being of our employees, communities, economy, and environment. That is why we see our mission of being a catalyst for a better Hawai‘i as advancing our long-term financial sustainability.
We seek to work collaboratively with our communities to create a path toward a more sustainable future and to deliver value for shareholders and stakeholders alike. Recent highlights include:
Hawaiian Electric
Achieved 34.5% renewable portfolio standard (RPS) in 2020, exceeding our state’s 2020 mandate of 30%.
Among the nation’s leaders in rooftop solar integration, with 20% of residential customers and 36% of O‘ahu single family homes now with rooftop solar.
Aggressively advanced utility-scale renewable procurements; together Stage 1 and Stage 2 projects filed or pending filing have the potential to add 657 MW of solar and approximately 3 GWh of storage by 2023.
Undertook a comprehensive cost containment and efficiency plan to deliver savings for customers.
Collaborated with stakeholders to develop a new performance-based regulation framework, designed to provide value for customers and opportunities for the Utility as we continue one of the nation’s most ambitious energy transformations.
American Savings Bank
Delivered solid profitability in a challenging economic environment while continuing to deliver exceptional service for customers, including as customers rapidly shifted to online and ATM transactions.
Implemented upgrades to transition to “Anytime Anywhere Banking” model, including improvements to website, online and mobile capabilities and marketing automation.
Achieved record deposit growth of 17.8% and record mortgage production of $1.2 billion, gaining market share and new customer relationships.
Supported small businesses, their employees and overall economy through the deployment of $370 million in round one of the Paycheck Protection Program in 2020. Further disbursement of round two funding is underway in 2021.
Received continued recognition for having an excellent workplace culture, including being the only Hawai‘i bank selected as one of American Banker’s Best Banks to Work For, being listed as one of Hawai‘i Business Magazine’s Best Places to Work for the twelfth year in a row, and receiving a WELL Health & Safety rating for the new campus.
Pacific Current
Continued to grow its portfolio of sustainable infrastructure facilities, including through the acquisition of a 6 MW solar facility on Kaua‘i and bringing three solar-plus storage projects online at University of Hawai‘i campuses.
Increased sustainability of the Hamakua generation facility by expanding the use of locally-sourced biodiesel to meet approximately 25% of its fuel needs.
Continued deployment of EverCharge electric vehicle charging systems to accelerate electrification of transportation in Hawai‘i.
Delivering Long-term Shareholder Value
Net Income
Diluted Earnings per Share (EPS)
Return on Average Common Equity
2020
$198M
$1.81
8.6%
2019
$218M
$1.99
9.8%
2018
$202M
$1.85
9.5%
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 PROXY SUMMARY
 
Total Shareholder Return (%)
HEI
S&P 500 Index
Edison Electric
Institute Index
KBW Regional
Banking Index
2020
-21.9%
18.4%
-1.2%
-8.7%
3-year
8.1%
48.9%
28.9%
-6.7%
5-year
45.9%
103.0%
69.1%
31.9%
10-year
134.3%
267.0%
190.0%
125.7%
 Source: S&P Global Inc. and Edison Electric Institute
2020 Financial Highlights
8% five-year total return (CAGR%) for the period ending December 31, 2020.
Strengthened utility return on equity.
Continued our history of uninterrupted dividends since 1901.
Increased quarterly dividend by 3% for the third consecutive year as a result of continued solid financial performance and confidence in our future prospects.
Deepening our Sustainability Focus
ESG considerations are embedded in our governance structures, strategies, risk management and reporting. Our efforts include:
Board oversight of ESG matters integrated into existing governance structures, including full Board review of ESG-related strategies, Audit & Risk Committee oversight of ESG risks, Compensation Committee responsibility for ESG-related compensation matters and Nominating & Corporate Governance Committee responsibility for human capital management and for ensuring an appropriate Board governance framework for ESG matters.
Robust ESG expertise among Board members, including directors with direct experience in renewable energy, climate change policy and strategy, environmental management and sustainable investing.
Expanded ESG goals as part of executive compensation program.
ESG considerations explicitly woven into strategic planning and enterprise risk management.
Published first Sustainability Accounting Standards Board-aligned ESG report in 2020; future reporting to include ESG materiality assessment and Task Force on Climate-related Financial Disclosure-aligned content.
EXECUTIVE COMPENSATION HIGHLIGHTS - PAYING FOR PERFORMANCE
Incentivizing Value Creation
The compensation program for our named executive officers is designed to focus executives on actions that create value for our customers, employees, communities and shareholders. For HEI and Utility management, safety, reliability, customer satisfaction and advancing our Utility’s transformation to increased renewable energy have been key goals of annual performance-based compensation for some time. Because of the strategic importance of achieving our state’s renewable energy goals, beginning in 2020 the Board made 20% of HEI and Utility executives’ long-term performance-based compensation subject to achievement of renewable portfolio goals. See section below entitled “Annual incentive opportunities” for further information.
Emphasis on Long-term and Performance-Based Compensation
Executive compensation is composed of four primary elements: base salary, performance-based annual incentives, performance-based long-term incentives earned over three years, and restricted stock units vesting in equal annual installments over four years. We emphasize variable pay over fixed pay, with the majority of the total compensation opportunities for each named executive officer linked to the Company’s financial, market and operational results. The compensation program also balances the importance of achieving long-term strategic objectives and critical short-term goals that are linked to long-term objectives.
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PROXY SUMMARY 

Pay Aligned with Company Performance
Under our pay-for-performance design, incentive payouts to named executive officers are aligned with results. The following graphs show the performance-based payouts to the HEI Chief Executive Officer (CEO) over the past several years in relation to (i) net income and (ii) total shareholder return (TSR) relative to the Edison Electric Institute (EEI) Index (Relative TSR). HEI CEO annual incentive pay is linked to HEI’s adjusted annual net income, as well as subsidiary performance. Long-term performance-based equity compensation over the respective three-year periods tracked our Relative TSR results.

COMPENSATION COMMITTEE DECISION-MAKING
The Compensation Committee, all the members of which are independent, establishes pay programs and reviews performance results to ensure that executive officer compensation aligns with shareholder interests. In addition, the Compensation Committee is advised by an independent compensation consultant with respect to the design of the plans, performance results and reasonableness of pay decisions and appropriateness or reasonableness of compensation adjustments.
The Compensation Committee believes that the Company’s executive officer compensation reflects favorably on the Company’s pay-for-performance objective, is aligned with shareholder interests and compares well to the Company’s peers.
OUR EXECUTIVE COMPENSATION PROGRAM INCORPORATES BEST PRACTICES:
Majority of target compensation opportunity tied to performance
Rigorous performance goals are aligned with business strategy
Stock ownership and retention requirements apply to named executive officers
Clawback policy for performance-based pay
“Double trigger” change-in-control agreements
No tax gross ups (except for executive death benefit frozen in 2009)
No employment contracts
Minimal perquisites
Prohibition against hedging and pledging of HEI stock
No dividends or dividend equivalents paid on unearned performance shares
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PROPOSAL NO. 1: ELECTION OF THREE DIRECTORS 
PROPOSAL NO. 1: ELECTION OF THREE DIRECTORS
In accordance with HEI’s Amended and Restated Bylaws (Bylaws), the Board has fixed the size of the Board at 10 directors effective at the 2021 Annual Meeting, which was divided into three classes with staggered terms. The division of the directors into classes with staggered terms is being terminated in phases commencing at the 2021 Annual Meeting, and will terminate entirely at the 2023 annual meeting of shareholders. The Board proposes that the following nominees be elected at the 2021 Annual Meeting:
Three directors to serve until the 2022 Annual Meeting, or until his or her respective successor shall be duly elected and qualified:
Richard J. Dahl
Micah A. Kane
Constance H. Lau
Messrs. Dahl and Kane and Ms. Lau are all incumbent directors of HEI. Pursuant to amendments to the Company’s Amended and Restated Articles of Incorporation to declassify the Board of Directors adopted at the 2020 Annual Meeting of Shareholders, directors elected at the 2021 Annual Meeting of Shareholders will serve a one-year term expiring in 2022.
The Board has determined that Mr. Dahl and Mr. Kane are independent under the applicable standards for director independence, as discussed below under “Board of Directors — Independent Directors.” Messrs. Dahl and Kane and Ms. Lau have each consented to serve for the new one-year term expiring at the 2022 Annual Meeting if elected. If a nominee is unable to stand for election at the time of the 2021 Annual Meeting, the proxy holders listed in the proxy card may vote in their discretion for a suitable substitute.
Information regarding the business experience and certain other directorships for each director nominee and continuing directors is provided beginning on page 2 below, together with a description of the experience, qualifications, attributes and skills that led to the Board’s conclusion at the time of this Proxy Statement that each of the nominees and continuing directors should serve on the Board in light of HEI’s current business and structure.
✓ FOR
The Board recommends that you vote FOR each nominee listed above to serve as a Director.
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 DIRECTOR NOMINEES FOR ELECTION
 
 
DIRECTOR NOMINEES FOR ELECTION
 


Richard J. Dahl
Independent Director
Compensation Committee Chair
Executive Committee Member
Audit & Risk Committee Member
Age: 69
Independent Director Since: 2017
Principal Occupation: Former
President and Chief Executive
Officer, James Campbell
Company LLC (2010-2016)
 
Mr. Dahl has significant leadership, strategy, audit and risk management expertise. He has in-depth experience in corporate transformation and restructuring and in driving improved corporate governance and shareholder engagement. His experiences working in Hawaii and on the U.S. mainland, and in banking and the electric utility industry, bring valuable perspective to the Board.
He brings with him to the Board in-depth understanding of the two industries in which HEI operates from his senior executive roles at Bank of Hawaii Corporation and his current service as chairman of IDACORP, Inc. and its principal subsidiary, Idaho Power Company.
He is an audit, risk management and financial expert from his former chairmanship of the IDACORP, Inc. audit committee, membership on the Dine Brands Global, Inc. audit committee, previous work experience with accounting firm Ernst & Young, and prior licensure as a Certified Public Accountant and Certified Bank Auditor.
Under Mr. Dahl’s leadership, Dole Food Company invested in a number of sustainability initiatives that secured external recognition. Dole was named one of the World’s Most Ethical Companies by Ethisphere Magazine and undertook a carbon offset program to secure a carbon neutral operating footprint.
PROFESSIONAL EXPERIENCE
Interim Chief Executive Officer, Dine Brands Global, Inc. (formerly known as DineEquity) (March 2017 - September 2017) (franchiser of over 3000 Applebee’s and IHOP restaurants)
Non-Executive Chairman, James Campbell Company, LLC (privately held real estate investment and development company), Executive Chair, President and CEO (2010-2016)
President and Chief Operating Officer (2004-2007) and Chief Finance Officer (2002-2004), Dole Food Company
President and Chief Operating Officer, Bank of Hawaii Corporation (1981-2002)
Ernst & Young (1973-1981)
PUBLIC COMPANY BOARDS
Dine Brands Global, Inc. (formerly known as DineEquity) (since 2004); Non-Executive Chairman (since 2017)
IDACORP (since 2008) (currently decommissioning/divesting ownership of its coal plants), Chairman (since May 2019)
PAST PUBLIC COMPANY BOARDS
Non-Executive Chairman, International Rectifier Corporation (2008-2015) (leading manufacturer and distributor of power management semi-conductors and researcher in battery storage)
OTHER POSITIONS
Director, Hawaiian Electric Company, Inc. (HEI subsidiary) (2017-2019)
 

EDUCATION
Bachelor of Science, University of Idaho
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DIRECTOR NOMINEES FOR ELECTION  
 
 
 


Micah A. Kane
Independent Director
Nominating and Corporate Governance
Committee Member
Age: 52
Independent Director Since: 2019
Principal Occupation: President and
Chief Executive Officer, Hawaii
Community Foundation, Since 2017
 
Mr. Kane is a well-respected leader in the State of Hawaii and brings extensive leadership and a deep understanding of Hawaii’s cultural, business and political environment to the Board.
His career has been distinguished by his leadership of significant private and public trusts, including his current role as Chief Executive Officer of Hawaii Community Foundation, Hawaii’s largest and oldest Foundation; his service as a Trustee of the largest land trust in the state of Hawaii, Kamehameha Schools, a private school system established under the will of Princess Bernice Pauahi Bishop to create educational opportunities in perpetuity to improve the capability and well-being of people of Hawaiian ancestry; and his prior role as Chairman/Director of the State of Hawaii Department of Hawaiian Homelands.
As an acknowledged Native Hawaiian community leader, Mr. Kane brings invaluable experience in understanding Hawaii’s complex cultural and land use history (nearly 27% of the population self-identifies as Native Hawaiian and other Pacific Islander). Mr. Kane has brought to bear this knowledge and his business acumen to bring the community together to address the most important issues of our day including environmental sustainability, homelessness and affordable housing.
Mr. Kane also has expertise in state/county government affairs including state/county regulation, policy development, public relations, and crisis management.
PROFESSIONAL EXPERIENCE
President and Chief Executive Officer, Hawaii Community Foundation ($810 million in assets) (since 2017)
Chief Operating Officer, Pacific Links Hawaii LLC (golf course owner, developer and operator) (2011-2016)
Principal, the KANE Group LLC (Hawaii-based company focused on land and financing matters for planned community infrastructure and general business development) (since 2010)
Trustee, Kamehameha Schools ($13.1 billion endowment and Hawaii’s largest private landowner with over 365,000 acres of land on Hawaii island, Maui, Moloka’i, O’ahu and Kaua’i) (since 2009)
OTHER POSITIONS
Director, Na Ku Pa’a O Kuhio, not for profit focused on supporting the beneficiaries of the Hawaiian Homes Commission Act.
Chairman, Menlo College Board of Trustees, Atherton, CA (supporting Hawaii kids to college)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2012-2019)
 

EDUCATION
Master of Business Administration, University
of Hawaii at Manoa
Bachelor of Arts, Business Administration,
Menlo College
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 DIRECTOR NOMINEES FOR ELECTION
 
 
 
 


Constance H. Lau
President and CEO, HEI
Executive Committee Member
Chairman, American Savings Bank
(HEI subsidiary)
Age: 69
HEI Director Since: 2001 (except from
2004-2006)
Principal Occupation: President and
Chief Executive Officer, HEI (since 2006)
 
Ms. Lau has deep industry and operational expertise having served in leadership capacities spanning several functions across HEI and its subsidiaries. She is recognized as a transformational leader, having been identified by the US Banker List of Most Powerful Women in Banking in 2004, 2005, 2006 for transforming ASB into a full-service community bank. Signing the groundbreaking Hawaii Clean Energy Initiative with the Governor of the State of Hawaii also secured Ms. Lau the Women in Clean Energy & the Environment, Woman of the Year award, 2011.
Ms. Lau is a nationally recognized leader in the fields of critical infrastructure, resilience and physical and cyber security, banking, and energy, demonstrated by her appointment by President Obama to chair the National Infrastructure Advisory Council, membership on the federal Electricity Subsector Coordinating Council, prior service on the Federal Reserve Board of San Francisco’s 12th District Community Depository Institutions Advisory Council, and her naming as a C3E Clean Energy Ambassador by the U.S. Department of Energy.
PROFESSIONAL EXPERIENCE
Chair, National Infrastructure Advisory Council (since 2012)
President and Chief Executive Officer, American Savings Bank (2001-2006) Chief Operating Officer, ASB (1999-2001)
Treasurer, HEI (1989-1999)
Treasurer, Hawaiian Electric and Assistant Treasurer, HEI (1987-1989)
Assistant Corporate Counsel, Hawaiian Electric Company (1984-1987)
PUBLIC COMPANY BOARDS
Matson Inc. (since 2012)
PAST PUBLIC COMPANY BOARDS
Alexander & Baldwin (2004-2012)
OTHER POSITIONS
Board Member, Edison Electric Institute
Former Board Member, Electric Power Research Institute
Board Member, Associated Electric & Gas Insurance Services
Board Member, Hawaii Business Roundtable
Board Member, Foundation for Asia-Pacific Center for Security Studies
Board Member, Elemental Excelerator
Member, Federal Electricity Subsector Coordinating Council
Chair, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2006-2019)
Former Member of the Federal Reserve Bank of San Francisco’s Twelfth District
Community Depository Advisory Council (2011-2014)
Chair, Consuelo Foundation
Trustee, Punahou School
Chair, Military Affairs Council, Chamber of Commerce of Hawaii
 

EDUCATION
Master of Business Administration, Stanford
Graduate School of Business
Juris Doctor, Hastings College of the Law,
University of California
Bachelor of Science in Administrative Sciences,
Yale College
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CONTINUING DIRECTORS  
 
CONTINUING DIRECTORS
 


Celeste A. Connors
Independent Director
Audit & Risk Committee Member
Age: 45
Independent Director Since: 2019
Principal Occupation: Executive Director,
Hawaii Green Growth Local2030 Hub (public
private partnership focused on identifying
sustainable growth priorities within an
island context) (since 2015)
 
Ms. Connors has considerable experience in environmental sustainability from serving as Executive Director of Hawaii Green Growth Local2030 Hub, which was recognized by the United Nations in 2018 as one of the world’s first hubs for sustainability solutions.
Her deep understanding of the business, government and non-profit communities in the Hawaiian Islands, from serving as Executive Director of Hawaii Green Growth Local2030 Hub and CEO and Co-Founder of c.dots development, contribute significantly to the Board’s understanding of Hawaii’s unique business environment. While leading c.dots, Ms. Connors worked with local, state and federal governments, the private sector, and philanthropic organizations to help build smart sustainable communities, including green and resilient infrastructure systems and services.
Ms. Connors is an expert on climate risk and has significant government, regulatory and policy development experience from serving as Director for Environment and Climate Change at the National Security Council and National Economic Council in the White House, as well as a Foreign Service Officer with the U.S. Department of State. She has advised the President, Vice President, Cabinet members and other government leaders on environment and sustainable development policy.
Ms. Connors has a proven track record of working to achieve Hawaii’s energy and sustainability goals, which adds significant value to HEI’s efforts to accelerate a sustainable future for Hawaii.
PROFESSIONAL EXPERIENCE
Practitioner in Residence (Energy, Resources and Environment Program), Johns Hopkins University School of Advanced International Studies (SAIS) (since 2012)
Chief Executive Officer and Co-Founder, c.dots development (builds partnerships to deliver sustainable and resilient infrastructure in local communities) (since 2012)
Director (Environment and Climate Change), National Security Council and National Economic Council in the White House (2008-2012)
Foreign Service Officer, U.S. Department of State (2000-2012)
Foreign Affairs Advisor (Office of the Mayor), City of New York (1999-2000)
 

EDUCATION
Master of Science (MSc), Development
Studies, University of London, School of
Oriental and African Studies (SOAS)
Bachelor of Arts, International Relations,
Tufts University
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 CONTINUING DIRECTORS
 
 
 
 


Admiral Thomas B.
Fargo, USN  (Retired)
Independent Director
Chairman of the Board
Executive Committee Chair
Compensation Committee Member
Nominating and Corporate Governance
Committee Member
Age: 72
Independent Director Since: 2005
Principal Occupation: President,
Fargo Associates, LLC
 
In addition to extensive leadership expertise, Admiral Fargo brings to the Board deep knowledge of the U.S. military, a major customer of HEI’s electric utility subsidiary and a key driver of Hawaii’s economy. Admiral Fargo served as Commander of the U.S. Pacific Command, and in that post, he was responsible for the security of nearly 52% of the world’s surface.
He has top level management, strategic planning, and financial and non-financial risk assessment skills developed over 40 years of leading nine diverse organizations ranging in size from 130 to 300,000 people and managing budgets up to $8 billion.
He has extensive corporate governance experience including audit, compensation and governance committees, from service on several private and public company boards, including as chairman of Huntington Ingalls Industries.
PROFESSIONAL EXPERIENCE
Owner, Fargo Associates LLC (since 2005)
(defense and homeland/national security consultancy)
Commander of the U.S. Pacific Command (retired)
PUBLIC COMPANY BOARDS
The Greenbrier Companies (since 2015), Lead Independent Director (since January 2021) (rail manufacturing & licensing services)
Matson Inc. (since 2012) (transportation & logistics)
PAST PUBLIC COMPANY BOARDS
Huntington Ingalls Industries, Chairman (2011-2020) (military
shipbuilder)
Northrop Grumman Corporation (2008-2011)
Hawaiian Holdings, Inc. (2005-2008) (Hawaiian Airlines holding
company)
Alexander & Baldwin (2010-2011)
OTHER POSITIONS
Chairman, United Services Automotive Association
Advisory Board Member, National Bureau of Asian Research
Director, AtHoc (until 2016)
Director, GTA Teleguam (until 2017)
Senior Advisor, SKAI Ventures (2005-2019)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2005-2017)
 

EDUCATION
Bachelor of Science, United States Naval
Academy
Executive and business training — Harvard
University; Stanford University
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CONTINUING DIRECTORS  
 
 
 


Peggy Y. Fowler
Independent Director
Executive Committee Member
Nominating and Corporate Governance
Committee Chair
Compensation Committee Member
Age: 69
Independent Director Since: 2011
Principal Occupation: Former Chief
Executive Officer (2000-2009),
Portland General Electric Company (PGE)
 
With experience as Chief Executive Officer of a NYSE-listed public utility company, and as director for the Portland Branch of the Federal Reserve Bank of San Francisco and Umpqua Holdings Corporation (a publicly traded bank holding company), Ms. Fowler brings a unique combination of utility and banking knowledge to the Board.
Ms. Fowler was recognized as Oregon’s Most Admired CEO in a 2005 Portland Business Journal survey, and as Portland’s First Citizen in 2007 by the Portland Metropolitan Association of Realtors. Ms. Fowler was awarded the Oregon History Makers recognition in 2015, and the 2016 Joan Austin Lifetime Achievement Award recognizing her as one of Portland, Oregon’s most-respected business leaders.
Ms. Fowler has deep environmental and renewable energy expertise. She managed PGE’s environmental department, overseeing initiatives that improved fish passage on multiple Oregon rivers. During Ms. Fowler’s tenure as Chief Executive Officer, PGE made the strategic decision to reduce use of oil and coal and has been ranked #1 on multiple occasions for selling more renewable power to residential customers than any other U.S. utility.
Under Ms. Fowler’s leadership, wind and solar projects were constructed and integrated into the PGE grid. Under her leadership as HEI’s Nominating and Corporate Governance Chair, the company underwent a new director refresh, decreased tenure, provided greater proxy access, eliminated staggered board and implemented majority voting.
PROFESSIONAL EXPERIENCE
38 years of executive leadership, financial oversight and utility operations experience from serving at PGE in senior officer positions (including as President and Chief Executive Officer, Chief Operating Officer, and Board Member) and operating positions.
PUBLIC COMPANY BOARDS
Umpqua Holdings Corp (since 2009) (bank holding company); Chairman (since 2012)
PAST PUBLIC COMPANY BOARDS
Portland General Electric (2006-2012)
OTHER POSITIONS
Director and committee member, Cambia Health Solutions (not-for-profit health insurer) (since 2005)
Director, PGE Foundation (since 1997)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2009-2016)
Director, Portland Branch of Federal Reserve Bank of San Francisco (2007-2011)
 


EDUCATION
Public Utility Executive Program, University of
Idaho and University of Michigan
Bachelor of Science, Chemistry and Bachelor
of Science, Math, George Fox University
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 CONTINUING DIRECTORS
 
 
 
 


Mary G. Powell
Independent Director
Compensation Committee Member
Age: 60
Independent Director Since: 2019
Principal Occupation: Former President and
Chief Executive Officer, Green Mountain
Power, 2008-2019
 
Ms. Powell has significant experience in utilities and renewable energy, having served as President and CEO of Green Mountain Power since 2008. Under her leadership, the company became the world’s first utility to become a Certified B Corporation (a business that balances purpose and profit).
Ms. Powell led an ambitious energy vision to dramatically ramp up local renewable resources in Vermont. Ms. Powell has relevant public board experience, serving as a director at Sunrun Inc., where she is a member of the compensation committee. Ms. Powell’s track record of leadership and innovation has received national acclaim; she was named as one of Fast Company’s “100 Most Creative People in Business” in 2016 and as one of CEO Connection’s “2017 Most Influential Women of the Mid-Market,” among other recognitions. Most recently, Ms. Powell was named Utility Dive’s 2019 Executive of the Year, recognizing her leadership of Vermont’s investor-owned utility to prioritize and deliver on customer-choice distributed energy solutions.
PROFESSIONAL EXPERIENCE
Vice President (Human Resources and Organizational Development), then Vice President (Administration), then Senior Vice President (Customer and Organizational Development), then Senior Vice President and Chief Operating Officer, Green Mountain Power (1998-2008)
President, HR Works (total solutions provider of human resource management and benefits administration services) (1997-1998)
VP Human Resources, VP Retail Banking and SVP of Retail Banking, Key Bank of Vermont (1992-1997)
PUBLIC COMPANY BOARDS
Sunrun Inc. (since Feb. 2018), Compensation Committee and Audit Committee Member
CGI, Inc. (since June 2020), Corporate Governance Committee and Human Resources Committee
Climate Change Crisis Real Impact I Acquisition Corporation (CLII.U) (since September 2020), Chair
OTHER POSITIONS
Vice Chair, Vermont Chamber of Commerce (2010-2012)
Chair, Vermont Business Roundtable (2012-2014)
Director, American Savings Bank (HEI Subsidiary) (since May 2019)
Director, Vermont Electric Power Company (VELCO) (2008-2019)
Director, Enegir (largest natural gas company in Quebec, Canada) (since November 2019)
 

EDUCATION
Associate of Science, Keene State College
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CONTINUING DIRECTORS  
 
 
 


Keith P. Russell
Independent Director
Executive Committee Member
Audit & Risk Committee Member
ASB Risk Committee Chair
Age: 75
Independent Director Since: 2011
Principal Occupation: President,
Russell Financial (since 2001)
 
Within three major financial institutions, Mr. Russell served as an executive and/or Director and held domestic and international positions in all areas of banking, finance, capital markets and risk management. He has served on numerous panels on corporate governance and strategic direction.
He has broad and deep expertise in risk management including identification, assessment, and monitoring of current and emerging risks through his prior service as Chief Risk Officer of Mellon Financial Corporation and as Chief Operating Officer of Glendale Federal Bank. Mr. Russell has been the chair of the American Savings Bank (an HEI subsidiary) risk committee since 2012, during which time he led the implementation of an extensive enterprise risk management system which included development of robust risk governance, monitoring and management systems.
Mr. Russell has a keen knowledge of the Hawaii real estate market and hospitality industry from his service on the Sunstone Hotel Investors Board which has investments in Hawaii.
Mr. Russell’s years of executive leadership experience in financial service operations, particularly as an executive officer of a major lender to the electric utility industry, contribute invaluable expertise to the Board.
PROFESSIONAL EXPERIENCE
Vice Chair/Chief Risk Officer, Mellon Financial Corporation (1991-2001)
President and Chief Operating Officer, Glendale Federal Bank (1983-1991)
Senior Vice President, Security Pacific Corporation (1974-1983)
PUBLIC COMPANY BOARDS
Sunstone Hotel Investors (since 2003)
PAST PUBLIC COMPANY BOARDS
Nationwide Health Properties (2002-2011)
OTHER POSITIONS
Director, KBS Growth and Income REIT (since 2016)
Director, American Savings Bank (HEI subsidiary)
Director, ASB Hawaii (HEI subsidiary) (2014-2016)
 

EDUCATION
Master of Arts, Northwestern University
Bachelor of Arts, University of Washington
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 CONTINUING DIRECTORS
 
 
 
 


William James
Scilacci, Jr.
Independent Director
Executive Committee Member
Audit & Risk Committee Chair
Age: 65
Independent Director Since: 2019
Principal Occupation: Former Executive Vice
President and Chief Financial Officer, Edison
International (2008-2016)
 
Mr. Scilacci has significant leadership and operational management experience through serving as CFO of Edison International, a publicly-traded company whose market cap increased substantially during Mr. Scilacci’s tenure. He has extensive experience communicating with Wall Street analysts, investors and rating agencies and has demonstrated a strong track record of considerable shareholder value creation.
He has extensive utility experience through his over 20 years in financial management with Southern California Edison, the primary energy supply company for Southern California. Southern California Edison is a leader in development and implementation of grid modernization, electrification of transportation, renewable energy and energy efficiency.
Mr. Scilacci was the CFO of Edison International’s competitive generation subsidiary. During his tenure, Edison International made material investments in wind energy and natural gas-fired generation. He also oversaw the subsidiaries’ energy trading business.
Mr. Scilacci has a keen understanding and extensive knowledge of enterprise risk management from his role as Chief Financial Officer of Edison International. For eight years, Mr. Scilacci managed Edison International’s enterprise risk management program identifying, monitoring and forecasting new risks to the company including ESG related risks such as the impacts of climate change.
Mr. Scilacci’s track record of success is highlighted by his recognition as one of the top CFOs in the electric utility sector by a 2017 Institutional Investor survey of investors and sell-side analysts.
PROFESSIONAL EXPERIENCE
Over 30 years of experience, and 25 years in executive leadership, for Edison International companies (including CFO of Edison International, Edison Mission Energy and Southern California Edison)
OTHER POSITIONS
Director, Chairman of the Finance Committee, Member of Audit Committee, Loyola High School of Los Angeles
President (2019) and Director (2017-2019), Bel-Air Bay Club
 

EDUCATION
Master of Business Administration, Santa
Clara University
Bachelor of Arts, University of California, Los Angeles
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CONTINUING DIRECTORS  
 
 
 


Eva T. Zlotnicka
Independent Director
Compensation Committee Member
Age: 38
Independent Director Since: 2020
Principal Occupation: Founder,
Managing Partner & President, Inclusive
Capital Partners (2020-present)
 
Ms. Zlotnicka’s experience as a sustainable investing professional with a background in utilizing markets, policy, and partnership to motivate the private sector to simultaneously improve sustainability, profitability and competitiveness, brings a highly valuable perspective to the Board. In her prior position as Managing Director for the ValueAct Spring Fund she identified companies whose technology and products are solving environmental and social issues and actively supported them through various industry, governance or other significant transitions. Most recently, Ms. Zlotnicka founded Inclusive Capital Partners, a U.S.-based environmental and social impact investment company where she also serves as its Managing Partner and President.
As director at Unifi, where she serves as chair of the nominating and corporate governance committee and as a member of the audit committee, Ms. Zlotnicka has experience in guiding the implementation of ambitious sustainability strategies in addition to other strategic efforts and financial oversight. Recently she was recognized among Women Inc.’s 2019 Most Influential Corporate Board Directors.
Prior to founding Inclusive Captial Partners, she was Founder and Managing Director of the ValueAct Spring Fund and Head of Stewardship at ValueAct Capital. Prior to joining ValueAct Capital in 2018, Ms. Zlotnicka served as the US lead Sustainability and Environmental, Social and Governance (ESG) equity research analyst at Morgan Stanley. During her tenure, Morgan Stanley’s Global Sustainability Research team ranked #1 in Sustainable and Responsible Investment Research by the 2017 Extel IRRI survey. Ms. Zlotnicka was also individually ranked as #1 for “Best Understanding of Companies” as voted by corporate participants. Additionally, Ms. Zlotnicka has familiarity with the academic, public and non-profit sectors, most notably having worked with the US Environmental Protection Agency on public-private partnerships and the Environmental Defense Fund on corporate investment in energy efficiency.
PROFESSIONAL EXPERIENCE
Over ten years of experience in sell-side research in sustainability, ESG and fixed income, including leading sustainability research teams at Morgan Stanley
Managing Director, ValueAct Spring Fund; Head of Stewardship, ValueAct Capital (2018 to 2020)
PUBLIC COMPANY BOARDS
Unifi, Inc. (since 2018) (innovative textile products)
OTHER POSITIONS
Co-Founder, Women Investing for a Sustainable Economy (“WISE”) (since 2012)
Board Observer, Arcadia Power, Inc. (since 2018)
Investor Advisory Group Member, Sustainability Accounting Standards Board (since 2019)
Advisory Board Member, Institute for Corporate Governance and Finance, New York University School of Law (since March 2020)
 

EDUCATION
Master of Business Administration and Master
of Environmental Science, Yale University
Bachelor of Science in Economics, Wharton
School, and
Bachelor of Science in Computer
Science & Engineering, University of
Pennsylvania
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 CORPORATE GOVERNANCE
 
CORPORATE GOVERNANCE
HEI’s governance policies and guidelines
HEI’s Board and management review and monitor corporate governance trends and best practices on an ongoing basis, including for purposes of making necessary and advisable updates to HEI’s corporate governance documents and complying with the corporate governance requirements of the New York Stock Exchange (NYSE), rules and regulations of the Securities and Exchange Commission (SEC) and rules and regulations of the Board
of Governors of the Federal Reserve applicable to HEI as a savings and loan holding company. HEI’s corporate governance documents (such as the charters for the Audit & Risk, Compensation, Nominating and Corporate Governance and Executive Committees, Corporate Governance Guidelines and Corporate Code of Conduct, as well as other governance documents) are available on HEI’s website at www.hei.com/govdocs.
The Board’s leadership structure
Since May 5, 2020, Admiral Fargo has served as the nonexecutive Chairperson of the Board. Admiral Fargo has served on the Board since 2005, and has never been employed by HEI or any HEI subsidiary. The Board has determined that he is independent under applicable standards for director independence, as discussed below under the heading “Board of Directors—Independent Directors”. Among the many skills and qualifications that Admiral Fargo brings to the Board, the Board considered: (i) his extensive experience in corporate governance from serving on a number of other public company, private company and nonprofit boards; (ii) his track record of effective consensus and relationship building and business and community leadership, including serving as Commander of the U.S. Pacific Command; (iii) his willingness to spend time advising and mentoring members of HEI’s senior management; and (iv) his dedication to committing the hard work and time necessary to successfully lead the Board.
The responsibilities of HEI’s Chairperson are to:
lead Board and shareholder meetings and executive sessions of the independent directors, including executive sessions at which the performance of the CEO is evaluated by the Board;
attend meetings of the Board’s committees, either as member or observer;
work closely with the Nominating and Corporate Governance Committee in periodically evaluating board and committee structures, as well as advise with respect to succession planning for the Board;
serve on and/or advise the boards of HEI’s primary operating subsidiaries, Hawaiian Electric and ASB, chair joint executive sessions of the independent directors of HEI and these subsidiary boards and attend meetings of subsidiary board committees;
be available to other Board and subsidiary board members and management for questions and consultation; and
ensure and facilitate communications among Board members and Board committees and between the Board and management.
The Board’s Corporate Governance Guidelines provide that if the Chairperson and CEO positions are held by the same person, or if the Board determines that the Chairperson is not independent, the independent directors should designate an independent director to serve as “Lead Director.” If a Lead Director is designated, the Lead Director’s responsibilities are to: (i) preside at Board and shareholder meetings when the Chairperson is not present; (ii) preside at executive sessions of the independent directors; (iii) facilitate communication between the independent directors and the Chairperson or the Board as a whole; (iv) call meetings of the non-management or independent directors in executive session; (v) participate in approving meeting agendas, schedules and materials for the Board; and (vi) perform other functions described in the Corporate Governance Guidelines or as determined by the Board from time to time.
The Board believes that its current leadership structure, which provides for an independent nonemployee Chairperson, or an independent Lead Director if the Chairperson is not independent, is appropriate and effective based on HEI’s current operations, strategic plans and overall corporate governance structure. Several reasons support this conclusion. First, the Board believes that having an independent Chairperson or Lead Director has been important in establishing a “tone at the top” for both the Board and the Company that encourages constructive expression of views that may differ from those of senior management. Second, the Board believes that the presence of an independent Chairperson or Lead Director demonstrates to the Company’s regulators and shareholders that the Board is committed to serving the best interests of the Company and its shareholders and not the best interests of management. Third, the Board recognizes that HEI has an uncommon corporate governance structure in that the boards of its two primary
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CORPORATE GOVERNANCE 
operating subsidiaries are also composed mostly of nonemployee directors and that the HEI Chairperson plays an important leadership role for the consolidated company. For instance, in addition to chairing executive
sessions of the nonemployee directors, the Chairperson leads the HEI Board in its oversight role with respect to HEI’s subsidiaries.
The Board’s role in risk oversight
HEI is a holding company that operates principally through its Hawaii-based electric public utility (Utility or Hawaiian Electric) and bank (Bank or ASB) subsidiaries. At the holding company and subsidiary levels, the Company faces a variety of risks, including operational risks, regulatory (including environmental regulations) and legal compliance risks, credit and interest rate risks, competitive risks, liquidity risks, capital risks, cybersecurity risks, and strategic, reputational and sustainability related risks, among others. Developing and implementing strategies to manage the Company’s risks is the responsibility of management, and that responsibility is carried out by assignments of responsibility to various officers and other employees of the Company under the direction of HEI’s Chief Financial Officer, who also serves as the HEI Chief Risk Officer. The role of the Board is to oversee the management of these risks.
The Board’s specific risk oversight functions are as follows:
The Board has approved a consolidated enterprise risk management (ERM) system recommended by management. The system is designed to identify and assess risks across the HEI enterprise so that information regarding the Company’s risks can be reported to the Board, along with proposed strategies for mitigating and managing these risks. The structure of the ERM system is decentralized, with separate Chief Risk Officers at each of Hawaiian Electric and ASB in addition to HEI’s Chief Risk Officer (HEI CRO). The ERM function for “other” operations of HEI, such as Pacific Current, are performed by the HEI CRO or HEI employees under the supervision of the HEI CRO. Hawaiian Electric’s Chief Financial Officer, who also serves as its Chief Risk Officer, is responsible for identifying, assessing, managing, monitoring and reporting risks at the Utility and its subsidiaries that operate on the neighbor islands of Hawaii, Maui, Molokai and Lanai. Each subsidiary Chief Risk Officer reports directly to the respective subsidiary President and functionally to the HEI CRO, who reviews such risks on a consolidated basis. The Board believes that this decentralized risk management structure is appropriate and effective for the Company’s diverse operations and holding company structure, because it allows for industry-specific risk identification and management at the subsidiary levels while also ensuring an integrated and consolidated view of risk at the holding company level by the HEI CRO. In connection with approving this ERM system, the Board reviewed (and continually assesses) a catalog of risks and management’s assessment of those risks. As part of the Board’s ongoing risk oversight, the HEI CRO is responsible for
providing regular reports to the Board and Audit & Risk Committee on the status of those risks, any changes to the risk catalog or management’s assessment of those risks, and any other risk management matters that the Board may request from time to time. The Board and Audit & Risk Committee also receive reports from HEI’s internal auditor evaluating the effectiveness of management’s implementation of the approved ERM system.
The Board has assigned to the Audit & Risk Committee the responsibility of assisting in the oversight of the overall risk management strategy of the Company. In providing such assistance, the Audit & Risk Committee is specifically required to discuss policies with respect to risk assessment and risk management, including the guidelines and policies governing the process by which risk assessment and risk management are undertaken at the Company, and to report to the Board the committee’s discussion and findings so that the entire Board can consider changes (if any) in the Company’s risk profile.
The Board has also assigned to the Audit & Risk Committee the specific risk oversight responsibilities of: (i) reviewing the Company’s major financial risk exposures and the steps management has taken to monitor and manage such exposures; (ii) overseeing HEI’s Code of Conduct compliance program; and (iii) establishing procedures for direct reporting of potential accounting and auditing issues to the Audit & Risk Committee. The Audit & Risk Committee reports to the Board each quarter regarding these matters.
The Board has assigned to the Compensation Committee the specific risk oversight responsibility of reviewing whether the compensation policies or practices of HEI or its subsidiaries encourage employees to take risks that are reasonably likely to have a material adverse effect on such entities and of recommending new or revised policies and practices to address any such identified risks. Included in this oversight responsibility is the Compensation Committee’s review and evaluation of ASB’s compensation practices for compliance with regulatory guidance on sound incentive compensation plans. The Compensation Committee reports the results of its review and any recommendations to the Board. The results of the review are also communicated to the Audit & Risk Committee through the HEI CRO. Both the Audit & Risk and Compensation Committees are composed entirely of independent directors.
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 CORPORATE GOVERNANCE
 
In addition to overall risk oversight by the HEI Board, the boards of HEI’s primary operating subsidiaries, Hawaiian Electric and ASB, are responsible for overseeing risks at their respective companies. The Hawaiian Electric Board has assigned responsibility for ongoing oversight of risk management to its Audit & Risk Committee and the ASB Board has assigned such responsibility to its Risk Committee. Under the decentralized ERM structure discussed above, risk management activities at the subsidiary level are reported to the respective committee and subsidiary board through the applicable subsidiary Chief Risk Officer. The HEI Board and/or Audit & Risk Committee may also be invited to participate in risk oversight discussions by these subsidiary boards and/or committees. The information from these subsidiary board and committee sessions are reported, on at least a quarterly basis, to the HEI Board by the applicable subsidiary Chief Risk Officers (or their representatives), who functionally report to the HEI CRO on risk management matters. These subsidiary boards are composed primarily of nonemployee directors. The subsidiary audit committees are composed primarily of nonemployee directors who meet the independence requirements for audit committee members of companies listed on the NYSE, and with regard to the ASB Audit Committee, comply with FDIC regulations.
At least annually, the Board conducts a strategic planning and risk review. As part of this review, the Board reviews fundamental financial and business strategies and assesses the major risks facing the Company, including sustainability-related risks, and available alternatives to mitigate those risks. To facilitate strategic planning through constructive dialogue among management and Board members, members of management who are not directors are invited to participate in the review. Based on the review, the Board and senior management, including the HEI CRO, identify key issues to be addressed during the course of the next calendar year.
The Board believes that, for risk oversight, it is especially important to have an independent Chairperson or Lead Director in order to ensure that differing views from those of management are expressed. Since the HEI Chairperson attends the meetings of the Board, the subsidiary boards and their respective committees, the HEI Chairperson is also in a unique position to assist with communications regarding risk oversight and risk management among the Board and its committees, between the subsidiary boards and their respective committees and between directors and management.
Selection of nominees for the Board
The Board believes that there are skill sets, qualities and attributes that should be represented on the Board as a whole but do not necessarily need to be possessed by each director. The Nominating and Corporate Governance Committee and the Board thus consider the qualifications and attributes of incumbent directors and director candidates both individually and in the aggregate in light of the current and future needs of HEI and its subsidiaries.
The Nominating and Corporate Governance Committee assists the Board in identifying and evaluating persons for nomination or re-nomination for Board service or to fill a vacancy on the Board. To identify qualified candidates for Board membership, the Committee may consider persons who are serving on its subsidiary boards as well as persons suggested by Board members, management and shareholders or may retain a third-party search firm to help identify qualified candidates. The Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder, a Board member, a member of management or through self-nomination.
Once a person is identified as a potential director candidate, the committee may review publicly-available information to assess whether the candidate should be further considered. If so, a committee member or designated representative for the committee will contact the person. If the person is willing to be considered for nomination, the person is asked to provide additional information regarding his or her background, his or her
specific skills, experience and qualifications for Board service, and any direct or indirect relationships with the Company. In addition, one or more interviews may be conducted with committee and Board members, and committee members may contact one or more references provided by the candidate or others who would have firsthand knowledge of the candidate’s qualifications and attributes.
In evaluating the qualifications and attributes of each potential candidate (including incumbent directors) for nomination or re-nomination or appointment to fill a vacancy, the committee considers:
the candidate’s qualifications, consisting of his/her knowledge (including relevant industry knowledge), understanding of the Company’s businesses and the environment within which the Company operates, experience, skills, substantive areas of expertise, financial literacy, innovative thinking, business judgment, achievements and other factors required to be considered under applicable laws, rules or regulations;
the candidate’s attributes, comprising independence, personal and professional integrity, character, reputation, ability to represent the interests of all shareholders, time availability in light of other commitments, dedication, absence of conflicts of interest, diversity, appreciation of multiple cultures,
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commitment to deal responsibly with social issues and other stakeholder concerns and other factors that the committee considers appropriate in the context of the needs of the Board;
familiarity with and respect for corporate governance requirements and practices;
with respect to incumbent directors, the self-evaluation of the individual director, his or her current qualifications and his or her contributions to the Board;
the current composition of the Board and its committees; and
intangible qualities of the candidate including the ability to ask difficult questions and, simultaneously, to work collegially with members of the Board, as well as to work effectively with management.
The Board considers the recommendations of the Nominating and Corporate Governance Committee and then makes the final decision whether to re-nominate incumbent directors and whether to approve and extend an invitation to a candidate to join the Board upon appointment or election, subject to any approvals required by law, rule or regulation.
Diversity in identifying nominees for the Board
In assisting the Board in identifying qualified director candidates, the Nominating and Corporate Governance Committee considers whether the candidate would contribute to the expertise, skills and professional experience, as well as to the diversity of the Board in terms of race, ethnicity, gender, age, geography and cultural background. The Board believes it functions most effectively with members who collectively possess a range of substantive expertise, skills and experience in areas that are relevant to leading HEI in accordance with the Board’s fiduciary responsibilities. The Board also believes that having a board composed of members who can collectively contribute a range of perspectives, including perspectives that may arise from a person’s race, ethnicity, gender, age, geographic location and cultural background, improves the quality of the Board’s deliberations and decisions because it enables the Board to view issues from a variety of perspectives and, thus, more thoroughly and completely. As the Company’s operations and strategic plans and the Board’s composition may evolve over time, the Nominating and Corporate Governance Committee is charged with identifying and assessing the appropriate mix of knowledge areas, qualifications and personal attributes contributed by Board members that will bring the most strategic and decision-making advantage to HEI.
With operations exclusively in the State of Hawai‘i, it is important that our Board includes members who currently or in the past have lived and worked in the state and have knowledge of, and experience with, our customer base and the unique cultural, political and regulatory environment. It is also important that Board members understand and reflect the cultural, racial and gender diversity that exists in Hawai‘i. If the shareholders vote to elect the three director nominees proposed by the Board for election at the 2021 Annual Meeting, the resulting composition of the Board would be as follows: eight directors (or 80%) who are Caucasian, one director (or 10%) who is Asian American and one director (or 10%) who is Native Hawaiian and five directors (or 50%) of the ten directors would be female.
The Board also recognizes that, due to Hawaii’s geographic isolation from the continental United States and the comparatively small number of publicly traded companies, banks and regulated utilities based in Hawaii, the Board also benefits from having among its members directors who have gained business experience at companies located in other states; those Board members contribute valuable information about experiences they have had working at or serving on the boards of other public companies and companies in similar industries, which also contributes to the breadth of perspectives on the Board.
Director resignation policies
Through its Corporate Governance Guidelines, the Board requires its members to submit a letter of resignation for consideration by the Board in certain circumstances. A director must tender his or her resignation in the event of a significant change in the director’s principal employment and at the end of the term during which the director reaches age 75. In addition to the evaluation process, discussed under “Corporate Governance — Selection of nominees for the Board,” requiring a director to submit a letter of resignation in these two circumstances ensures that the Board examines whether a director’s skills, expertise and attributes continue to provide value over time.
A director must also submit his or her resignation for consideration by the Board if the director is elected under the plurality vote standard for contested elections in which the number of nominees or proposed nominees exceeds the number of directors to be elected (described under Article Fifth of the Company’s Amended and Restated Articles of Incorporation), but does not receive the support of the majority of votes cast. In such an event, the Board will evaluate the reasons for the voting result and determine how best to address the shareholder concerns underlying that result. In some cases, the Board may decide that the best approach is to accept the director’s
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resignation. In other cases, the Board may discover that a shareholder concern that was the cause of the vote outcome may more appropriately be addressed by taking other action.
The Board’s role in management succession planning
The Board, led by its Nominating and Corporate Governance Committee, is actively engaged in succession planning and talent development, with a focus on the CEO and senior management of HEI and its operating subsidiaries. The Board and the Nominating and Corporate Governance Committee consider talent development programs and succession candidates through the lens of Company strategy and anticipated future opportunities and challenges. At its meetings throughout the year, the Nominating and Corporate Governance Committee reviews progress of talent development and succession
programs and discusses internal and external succession candidates, including their capabilities, accomplishments, goals and development plans. The full Board also reviews and discusses talent strategy and evaluations of potential succession candidates annually. In addition, potential leaders are given frequent exposure to the Board through formal presentations and informal events. These reviews, presentations and other interactions familiarize the Board with the Company’s talent pool to enable the Board to select successors for the senior executive positions when appropriate.
Shareholder communication with the directors
Interested parties, including shareholders, desiring to communicate with the Board, any individual director or the independent directors as a group regarding matters pertaining to the business or operations of HEI may address their correspondence in care of the Corporate Secretary, Hawaiian Electric Industries, Inc., P.O. Box 730, Honolulu, HI 96808-0730. The HEI Corporate Secretary may review, sort and summarize all such correspondence in order to facilitate communications to the Board. In addition, the HEI Corporate Secretary has the authority and discretion to handle any director communication that
is an ordinary course of business matter, including routine questions, complaints, comments and related communications that can appropriately be handled by management. Directors may at any time request copies of all correspondence addressed to them. The charter of the Audit & Risk Committee, which is available for review at www.hei.com/govdocs, sets forth procedures for submitting complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters on a confidential, anonymous basis.
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BOARD OF DIRECTORS  
BOARD OF DIRECTORS
Independent directors
Under HEI’s Corporate Governance Guidelines, a majority of Board members must qualify as independent under the listing standards of the NYSE and any additional requirements as determined by the Board from time to time.
For a director to be considered independent under NYSE listing standards, the Board must determine that the director does not have any direct or indirect material relationship with HEI or its subsidiaries apart from his or her service as a director. The NYSE listing standards also specify circumstances under which a director may not be considered independent, such as when the director has been an employee of the Company within the last three fiscal years, if the director has had certain relationships with the Company’s external or internal auditor within the last three fiscal years or when the Company has made or received payments for goods or services to entities with which the director or an immediate family member of the director has specified affiliations and the aggregate amount of such payments in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such entity’s consolidated gross revenues for the fiscal year.
The Board has also adopted Categorical Standards for Director Independence (HEI Categorical Standards), which are available for review on HEI’s website at www.hei.com/govdocs. The HEI Categorical Standards specify circumstances under which a director may not be considered independent. In addition to the circumstances that would preclude independence under the NYSE listing standards, the HEI Categorical Standards provide that a director is not independent if HEI and its subsidiaries have made charitable contributions to a nonprofit organization for which the director serves as an executive officer and the aggregate amount of such contributions in any single fiscal year of the nonprofit organization within the last three fiscal years exceeds the greater of $1 million or 2% of such organization’s consolidated gross revenues for the fiscal year.
The Nominating and Corporate Governance Committee and the Board considered the relationships described below in assessing the independence of Board members. Based on its consideration of such relationships and the recommendations of the Nominating and Corporate Governance Committee, the Board determined that all of the nonemployee directors of HEI (Messrs. Dahl, Fargo, Kane, Russell, and Scilacci and Mss. Connors, Fowler, Powell and Zlotnicka) are independent. The remaining
director, Ms. Lau, is an employee director of HEI and, therefore, is not independent.
Relationships considered in determining director independence:
With respect to Mr. Kane, the Board considered amounts paid in the last three fiscal years to purchase electricity from HEI subsidiary Hawaiian Electric (the sole public utility providing electricity to the island of O‘ahu) by the entity employing Mr. Kane. None of the amounts paid by the entities for electricity (excluding pass-through charges for fuel, purchased power and Hawai‘i state revenue taxes) exceeded the thresholds in the NYSE listing standards or HEI Categorical Standards that would automatically result in a director not being independent. Because Hawaiian Electric is the sole source of electric power on the island of O‘ahu the rates Hawaiian Electric charges for electricity are fixed by state regulatory authority, and purchasers of electricity from these public utilities have neither a choice as to supplier nor the ability to negotiate rates or other terms, the Board determined that these relationships do not impair the independence of this director.
Also with respect to Mr. Kane, the Board considered charitable contributions in the last three fiscal years from HEI and its subsidiaries to the nonprofit organization where he serves as an executive officer. None of the contributions exceeded the threshold in the HEI Categorical Standards that would automatically result in Mr. Kane not being independent. In determining that these donations did not impair the independence of Mr. Kane, the Board also considered the fact that Company policy requires that charitable contributions from HEI or its subsidiaries to entities where an HEI director serves as an executive officer, and where the director has a direct or indirect material interest, and the aggregate amount donated by HEI and its subsidiaries to such organization would exceed $120,000 in any single fiscal year, be preapproved by the Nominating and Corporate Governance Committee.
With respect to Messrs. Fargo and Kane the Board considered other director or officer positions held by those directors at entities for which an HEI executive officer serves as a director or trustee and determined that none of these relationships affected the independence of these directors. None of these relationships resulted in a compensation committee interlock or would automatically preclude independence under the NYSE listing standards or HEI Categorical Standards.
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Board meetings in 2020
In 2020, there were eight regular meetings and one special meeting of the Board. All incumbent directors who served on the Board in 2020 attended at least 93% of the
combined total number of meetings of the Board and Board committees on which they served during the year.
Executive sessions of the Board
The nonemployee directors meet regularly in executive sessions without management present. In 2020, these sessions were chaired by Mr. Watanabe until May 5, 2020, and thereafter by Admiral Fargo, in each case while serving
as the Chairperson of the Board and as an independent nonemployee director. The Chairperson may request from time to time that another independent director chair the executive sessions.
Board attendance at annual meetings
All of HEI’s incumbent directors who served on the Board in 2020 remotely attended the virtual 2020 Annual Meeting of Shareholders. HEI encourages all directors to attend each year’s Annual Meeting.
Board evaluations
The Board conducts annual evaluations to determine whether it and its committees are functioning effectively. As part of the evaluation process, each member of the Audit & Risk, Compensation and Nominating and Corporate Governance Committees annually evaluates the performance of each committee on which he or she serves.
Each director up for reelection also evaluates his or her own performance. The nonemployee directors also periodically complete peer evaluations of the other nonemployee directors. The evaluation process is overseen by the Nominating and Corporate Governance Committee, in consultation with the Chairperson.
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COMMITTEES OF THE BOARD 
COMMITTEES OF THE BOARD
Board committee composition and meetings
The Board has four standing committees: Audit & Risk, Compensation, Executive and Nominating and Corporate Governance. Members of these committees are appointed annually by the Board, taking into consideration the recommendations of the Nominating and Corporate Governance Committee. The table below shows the current members of each such committee and the number of meetings each committee held in 2020.
Name
Audit &
Risk
Compensation
Executive
Nominating
and
Corporate
Governance
Celeste A. Connors
Richard J. Dahl
Thomas B. Fargo
Peggy Y. Fowler
Micah A. Kane
Constance H. Lau¹
Mary G. Powell
Keith P. Russell
William James Scilacci, Jr.
Eva T. Zlotnicka
Number of meetings in 2020
9
5
2
8
= Chair
  = Member
1
Ms. Lau is an employee director. All other directors have been determined to be independent. See “Board of Directors - Independent Directors” above.
Functions of the Board’s standing committees
The primary functions of HEI’s standing committees are described below. Each committee operates and acts under written charters adopted and approved by the Board and available for review on HEI’s website at www.hei.com/govdocs. Each of the Audit & Risk, Compensation and Nominating and Corporate Governance Committees may form subcommittees of its members and delegate authority to its subcommittees.
Audit & Risk Committee
Effective February 11, 2020, the Audit Committee changed its name to the Audit & Risk Committee. The Audit & Risk Committee is responsible for overseeing (i) HEI’s financial reporting processes and internal controls; (ii) the performance of HEI’s internal auditor; (iii) risk assessment and risk management policies set by management; and (iv) the Corporate Code of Conduct compliance program for HEI and its subsidiaries. In addition, this committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm that audits HEI’s consolidated financial statements. The Audit & Risk Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs. The Audit & Risk Committee also maintains procedures for receiving and reviewing
confidential reports of potential accounting and auditing concerns. See “Audit & Risk Committee Report” below for additional information about the Audit & Risk Committee.
All Audit & Risk Committee members are independent and qualified to serve on the committee pursuant to NYSE and SEC requirements and the Audit & Risk Committee meets the other applicable requirements of the Securities Exchange Act of 1934, as amended (Exchange Act). Messrs. Dahl, Russell and Scilacci have been determined by the Board to be “audit committee financial experts”.
Compensation Committee
The responsibilities of the Compensation Committee include: (i) overseeing the compensation plans and programs for employees, executives and nonemployee directors of HEI and its subsidiaries, including equity and incentive plans; (ii) reviewing the extent to which risks that may arise from the Company’s compensation policies and practices, if any, may have a material adverse effect on the Company and recommending changes to address any such risks; (iii) evaluating the compliance of ASB’s incentive compensation practices under the principles for sound incentive compensation plans for banking organizations; and (iv) assessing the independence of any compensation consultant involved in determining or recommending
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director or executive compensation. See “Compensation Discussion and Analysis - How We Make Compensation Decisions” and “Compensation Committee Interlocks and Insider Participation” below for additional information about the Compensation Committee.
The Compensation Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs. All Compensation Committee members are independent and qualified to serve on this committee pursuant to NYSE requirements and also qualify as “nonemployee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. An independent member of the board of directors of Hawaiian Electric attends meetings of the Compensation Committee as a nonvoting representative of such director’s subsidiary board.
Executive Committee
The Executive Committee may exercise the power and authority of the Board when it appears to its members that action is necessary and a meeting of the full Board is impractical. It may also consider other matters concerning HEI that may arise from time to time between Board meetings. The Executive Committee is currently composed of the Chairperson of the Board, who chairs the Executive Committee, the Audit & Risk Committee Chair, the Nominating and Corporate Governance Committee Chair, the Compensation Committee Chair, ASB Risk Committee Chair and the HEI President and CEO. The Executive Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs. An independent member of the board of directors of Hawaiian Electric attends meetings of the Executive Committee as a nonvoting representative of such director’s subsidiary board of directors.
Nominating and Corporate Governance Committee
The functions of the Nominating and Corporate Governance Committee include: (i) evaluating the background and qualifications of potential nominees for the Board and for the boards of HEI’s subsidiaries; (ii) recommending to the Board the director nominees to be submitted to shareholders for election at the next Annual Meeting; (iii) assessing the independence of directors and nominees; (iv) recommending the slate of executive officers to be appointed by the Board and subsidiary boards; (v) advising the Board with respect to matters of Board and committee composition and procedures; (vi) overseeing the annual evaluation of the Board, its committees and director nominees; (vii) overseeing human capital management, including talent development and succession planning for senior executive positions; (viii) ensuring all Environmental, Social and Governance (ESG) risks and opportunities have appropriate Board oversight, and (ix) making recommendations to the Board and the boards of HEI’s subsidiaries regarding corporate governance and board succession planning matters. The Nominating and Corporate Governance Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs. See “Corporate Governance” above for additional information regarding the activities of the Nominating and Corporate Governance Committee. An independent member of the board of directors of Hawaiian Electric attends meetings of the Nominating and Corporate Governance Committee as a nonvoting representative of such director’s subsidiary board of directors.
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DIRECTOR COMPENSATION 
DIRECTOR COMPENSATION
How director compensation is determined
The Board believes that a competitive compensation package is necessary to attract and retain individuals with the experience, skills and qualifications needed to serve as a director of a publicly traded company operating in a unique blend of highly regulated industries. Nonemployee director compensation is composed of a mix of cash and shares of HEI’s common stock (HEI Common Stock) to align the interests of directors with those of HEI shareholders. Only nonemployee directors are compensated for their service as directors. Ms. Lau, the only employee director of HEI, does not receive separate or additional compensation for serving as a director. Although Ms. Lau is a member of the Board, neither she nor any other executive officer participates in the determination of nonemployee director compensation.
The Compensation Committee reviews nonemployee director compensation at least once every three years and recommends changes to the Board. In 2018, the Compensation Committee asked its independent
compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), to conduct an evaluation of HEI’s nonemployee director compensation practices. FW Cook assessed the structure of HEI’s nonemployee director compensation program and its value compared to competitive market practices of utility peer companies, similar to the assessments used in its executive compensation review. The 2018 analysis took into consideration the duties and scope of responsibilities of directors. The Compensation Committee reviewed the analysis in determining its recommendations concerning the appropriate nonemployee director compensation, including cash retainers, stock awards and meeting fees for HEI directors. Based on the 2018 analysis, the Compensation Committee recommended, and the Board approved, certain changes to director compensation for 2019.
The Compensation Committee did not recommend any changes to director compensation for 2020.
Components of director compensation
Cash retainer. HEI nonemployee directors received the cash amounts shown below as retainer for their 2020 Board service and for their 2020 service on HEI and subsidiary board committees. No separate fees are paid to HEI directors for service on subsidiary company boards, except to the extent that they serve on any committee of a subsidiary board. Cash retainers were paid in quarterly installments.
Position*
2020 Annual Retainer
HEI Nonexecutive Chairperson of the Board (until May 5, 2020)
$250,000
HEI Nonexecutive Chairperson of the Board (effective May 5, 2020)
125,000
HEI Director
75,000
HEI Audit & Risk Committee Chair
20,000
HEI Compensation Committee Chair
20,000
HEI Nominating and Corporate Governance Committee Chair
20,000
HEI Audit & Risk Committee Member
10,000
HEI Compensation Committee Member
10,000
HEI Nominating and Corporate Governance Committee Member
10,000
Hawaiian Electric Audit & Risk Committee Chair
15,000
Hawaiian Electric Audit & Risk Committee Member
7,500
ASB Audit Committee Chair
15,000
ASB Audit Committee Member
7,500
ASB Risk Committee Chair
20,000
ASB Risk Committee Member
10,000
*
No additional retainer is paid for service on the HEI Executive Committee.
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Extra meeting fees. Nonemployee directors are also entitled to meeting fees for each board or committee meeting (other than the Executive Committee) attended (as member or chair) after the number of meetings specified below.
HEI Board
$1,500 per meeting after 8 meetings
HEI Audit & Risk Committee
$1,500 per meeting after 10 meetings
HEI Compensation Committee
$1,500 per meeting after 6 meetings
HEI Nominating and Corporate Governance Committee
$1,500 per meeting after 6 meetings
Hawaiian Electric Audit & Risk Committee
$1,000 per meeting after 6 meetings
ASB Audit Committee
$1,000 per meeting after 10 meetings
ASB Risk Committee
$1,000 per meeting after 6 meetings
Stock awards. On June 30, 2020, each HEI nonemployee director received shares of HEI Common Stock with a value equal to $100,000 as an annual grant under HEI’s 2011 Nonemployee Director Stock Plan (2011 Director Plan), which was approved by HEI shareholders on May 10, 2011 for the purpose of further aligning directors’ and shareholders’ interests. The number of shares issued to each HEI nonemployee director was determined based on the closing sales price of HEI Common Stock on the NYSE on June 30, 2020. Stock grants to nonemployee directors under the 2011 Director Plan are made annually on the last business day in June and vest immediately. HEI considers the 2011 Director Plan to be an important vehicle for the appropriate compensation of its nonemployee directors.
Maximum compensation. At its October 29, 2018 meeting, the Compensation Committee recommended, and the Board approved, a maximum annual compensation limit of $600,000 for any nonemployee director, which includes the aggregate grant date fair value of all awards granted to any nonemployee director during any single calendar year plus the aggregate amount of all cash earned and paid or payable to such director for services rendered for the same year.
Retirement benefit. HEI’s Nonemployee Director Retirement Plan, which provides retirement benefits to nonemployee directors, was terminated in 1996. Directors who were retired from their primary occupation at that time remained eligible to receive benefits under the plan based on years of service as a director at the time of the plan’s termination. All benefits payable under the plan cease upon the death of the nonemployee director.
Deferred compensation. Nonemployee directors may participate in the HEI Deferred Compensation Plan implemented in 2011 (2011 Deferred Compensation Plan) and described under “Compensation Discussion and Analysis — Benefits — Deferred Compensation Plans” below. Under the plan, deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential. Participants may elect the timing upon which distributions are to begin following separation from service (including retirement) and may choose to receive such distributions in a lump sum or in installments over a period of up to 15 years. Lump sum benefits are payable in the event of disability or death. No nonemployee director participated in this plan in 2020. Nonemployee directors are also eligible to participate in the prior HEI Nonemployee Directors’ Deferred Compensation Plan, as amended January 1, 2009, although no nonemployee director deferred compensation under such plan in 2020.
Health benefits. Nonemployee directors may participate, at their election and at their cost, in the group employee medical, vision and dental plans generally made available to HEI, Hawaiian Electric or ASB employees. No nonemployee director participated in such plans in 2020.
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DIRECTOR COMPENSATION 
2020 DIRECTOR COMPENSATION TABLE
The table below shows the compensation paid to HEI nonemployee directors for 2020.
Name
Fees Earned
or Paid in Cash
($)1
Stock Awards
($)2
Changes in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Celeste A. Connors
86,500
100,000
186,500
Richard J. Dahl
103,066
100,000
203,066
Thomas B. Fargo, HEI Chairperson3
185,008
100,000
285,008
Peggy Y. Fowler
109,500
100,000
209,500
Micah A. Kane
89,500
100,000
189,500
Mary G. Powell
86,500
100,000
186,500
Keith P. Russell
118,000
100,000
218,000
William James Scilacci, Jr.
96,500
100,000
196,500
Jeffrey N. Watanabe, Chairperson4
112,500
112,500
Eva T. Zlotnicka
75,192
122,740
197,932
1
Represents cash retainers for Board and committee service (as detailed below).
2
For all HEI nonemployee directors other than Ms. Zlotnicka, this amount represents an HEI stock award in the value of $100,000, as described above under “Stock Awards.” Due to Ms. Zlotnicka’s appointment on February 12, 2020, she also received a new director stock grant pro-rated to cover the period from the date of her appointment to the 2020 annual meeting.
3
Includes fees Adm. Fargo earned as Chairperson of the Board beginning on May 5, 2020. Adm. Fargo’s responsibilities as HEI Charperson are described above under “Corporate Governance —The Board’s leadership structure.”
4
Mr. Watanabe’s fees were for service as director and Chairperson of the Board from January 1 - May 5, 2020. He also served on the HEI Executive Committee during the timeframe noted. Mr. Watanabe’s responsibilities as HEI Chairperson are described above under “Corporate Governance — The Board’s leadership structure.”
The table below shows the detail of cash retainers paid to HEI nonemployee directors for Board and committee service (including subsidiary committee service) in 2020.
Name
HEI
Board
Retainer
($)
HEI
Committee
Retainer
($)
HEI
Chairman
Retainer
($)
HEI
Extra
Meeting
Fees1
($)
ASB
Audit
Committee
Retainer
($)
ASB
Risk
Committee
Retainer
($)
ASB
Extra
Meeting
Fees1
($)
Total
($)
Celeste A. Connors
75,000
10,000
1,500
86,500
Richard J. Dahl
75,000
26,566
1,500
103,066
Thomas B. Fargo, HEI Chairperson2
75,000
23,434
82,074
4,500
185,008
Peggy Y. Fowler
75,000
30,000
4,500
109,500
Micah A. Kane
75,000
10,000
4,500
89,500
Mary G. Powell
75,000
10,000
1,500
86,500
Keith P. Russell
75,000
10,000
1,500
7,500
20,000
4,000
118,000
William James Scilacci, Jr.
75,000
20,000
1,500
96,500
Jeffrey N. Watanabe3
25,962
86,538
112,500
Eva T. Zlotnicka
66,346
8,846
75,192
1
Represents extra meeting fees earned for attending Board and committee meetings in excess of the number of meetings specified in “Director Compensation — Components of director compensation — Extra meeting fees.”
2
Adm. Fargo’s fees include fees earned as Chairperson beginning on May 5, 2020.
3
Mr. Watanabe’s fees include fees earned as Chairperson of the Board from January 1, 2020 - May 5, 2020.
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Director stock ownership and retention
HEI directors are required to own and retain HEI Common Stock throughout their service with the Company. Each director has until his or her compliance date (January 1 of the year following the fifth anniversary of the later of (i) amendment to his or her required level of stock ownership, or (ii) first becoming subject to the requirements) to reach the following ownership levels:
Chairperson of the Board — the number of shares that are equal in value to two times the Chairperson’s annual cash retainer
Other HEI directors — the number of shares that are equal in value to five times the director’s annual cash retainer
As of January 1, 2021, each director who had reached his or her compliance date had achieved his or her stock ownership target. Until reaching the applicable stock ownership target, directors must retain all shares received under their annual stock retainer. The Compensation Committee has the authority to approve hardship exceptions to these retention requirements.
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PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF HEI’S NAMED EXECUTIVE OFFICERS  
PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF HEI’S NAMED EXECUTIVE OFFICERS
We are asking for your advisory vote on the compensation of our named executive officers as described in this Proxy Statement. This proposal, which we present to our shareholders on an annual basis and commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to express their views on the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.
The Compensation Committee and Board believe that HEI’s executive compensation program is effective in achieving our goals of promoting long-term value for shareholders and attracting, motivating and retaining the talent necessary to create such value. Accordingly, the Board recommends that you vote FOR the following resolution:
Resolved, that the shareholders approve, in a non-binding advisory vote, the compensation of HEI’s named executive officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables sections of the Proxy Statement for the 2021 Annual Meeting of Shareholders.
Please read the Compensation Discussion and Analysis and Executive Compensation Tables portions of this Proxy Statement. These sections describe the Company’s executive compensation policies and practices and the compensation of our named executive officers.
While the say-on-pay vote is advisory and is, therefore, nonbinding, the Compensation Committee and Board consider the vote results when making future decisions regarding HEI’s executive compensation.
✓ FOR
The Board recommends that you vote FOR the advisory resolution approving the compensation of HEI’s Named Executive Officers as disclosed in this Proxy Statement.
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 COMPENSATION DISCUSSION AND ANALYSIS
 
COMPENSATION DISCUSSION AND ANALYSIS
This section describes our executive compensation program and the compensation decisions made for our 2020 named executive officers. For 2020, we have five named executive officers: our Chief Executive Officer, our Chief Financial Officer, our General Counsel and our two other executive officers during 2020, the chief executives at each of Hawaiian Electric (our electric utility subsidiary) and ASB (our bank subsidiary):
Name
Title
Entity
Constance H. Lau
HEI President & CEO
Holding company
Gregory C. Hazelton
HEI Executive Vice President and Chief Financial Officer
Holding company
Kurt K. Murao
HEI Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
Holding company
Scott W. H. Seu*
Hawaiian Electric President & CEO
Electric utility subsidiary
Richard F. Wacker
ASB President & CEO
Bank subsidiary
*
Mr. Seu assumed the role of President and CEO of Hawaiian Electric effective February 15, 2020. For more information please see the applicable Forms 8-K filed with the SEC on December 10, 2019 and February 13, 2020.
For more information regarding HEI’s executive officers, see the paragraph entitled “Information About Our Executive Officers (HEI)” in Part I of HEI’s annual report on Form 10-K for the fiscal year ending December 31, 2020 (HEI’s 2020 Form 10-K), which is incorporated by reference herein.
2020 Executive summary
Our guiding principles shape our program design and pay decisions
In designing HEI’s executive compensation program and making pay decisions, the Compensation Committee follows these guiding principles:
Pay should reflect Company performance, particularly over the long-term;
Compensation programs should align executives’ interests with those of our shareholders and other stakeholders;
Programs should be designed to attract, motivate and retain talented executives who can drive the Company’s success; and