DEF 14A 1 tm212424-1_def14a.htm DEF 14A tm212424-1_def14a - none - 14.6876353s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
FIRST HAWAIIAN, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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COMPANY PROFILE
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First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company, incorporated in the State of Delaware and headquartered in Honolulu, Hawaii. Its wholly owned bank subsidiary, First Hawaiian Bank (www.fhb.com), founded in 1858, is Hawaii’s oldest financial institution. As of December 31, 2020, FHB was the largest bank in Hawaii in terms of total assets, loans and leases and deposits. The Bank has branches located throughout the State of Hawaii, Guam and Saipan, and offers a comprehensive suite of banking services to consumer and commercial customers including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.
2020 AT-A-GLANCE
$185.8M
$13.3B
50.1%
$5M
Net income,
down 34.7%
Loans and
leases, up 0.5%
Efficiency ratio, outperforming
peer Hawaiian banks
Common stock repurchased in 2020
33%
$22.7B
0.07%
$19.2B
Decrease in
diluted earnings, to $1.43 per share
Total assets
Ratio of non-accrual loans and leases to
total loans and leases
Deposits: #1 in Hawaii since 2004
2.77%
2,103
6,000
$5.51M
Net interest
margin, down
43 basis points
Employees
PPP loans processed in 2020, totaling $942 million
Donations to charites in 2020 by the Bank, its Foundation and 98% of its employees
   
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OUR PILLARS OF SUSTAINABILITY
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Promoting healthy profitability through Values-Based Governance
Protecting the Company and its stakeholders through Responsible Risk Management
Growing our capacity by Investing in Company Culture and our Employees
Accepting our responsibility as an organization for Improving our Environmental Impact
Increasing the potential of our communities by investing in programs that Maximize Social Impact

CEO’S MESSAGE
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March 12, 2021
TO OUR STOCKHOLDERS:
I invite you to join me, our Board of Directors, senior management team and your fellow stockholders at the 2021 Annual Meeting of Stockholders. The Annual Meeting will be held on Wednesday, April 21, 2021 at 8:00 a.m., Hawaii Standard Time, solely by remote communication, in a virtual only format. Unfortunately, you will not be able to attend the Annual Meeting in person as we continue to follow CDC protocols and Hawaii requirements regarding social distancing and in person gatherings.
For First Hawaiian and many banks and financial institutions nationwide, 2020 was a difficult and challenging year. Everything changed, and the impact to our organization will be with us for years to come. You can be confident, however, that our customers, employees and community remain our number one priority. As the pandemic grew and strained our local economy, we quickly responded with programs to help protect the safety of our employees, customers, community and stockholders. We continue to weather the storm through reduction of deposit costs, proactive balance sheet management and cost reduction measures. Net interest margin declined significantly in 2020, and we built our credit loss reserve for loans. Our 2020 financial goals were interrupted, and we faced difficult decisions on a daily basis. With that said, I want to assure that your bank is safe, our liquidity and capital remain strong and we are optimistic for the future. As we navigate the COVID-19 pandemic and its fallout, we will continue to be transparent in our communications and will keep you updated on any developments.
Our Annual Meeting
At this year’s Annual Meeting, you will be asked to vote on several items, including the election of directors, a proposal to amend and restate the First
Hawaiian, Inc. 2016 Non Employee Director Plan principally to increase the total number of shares of common stock that may be awarded under that plan, our 2020 executive compensation program (the “say-on-pay” vote) and the ratification of Deloitte & Touche LLP to serve as our independent auditor for 2021.
Detailed information about the director nominees, including their specific experience and qualifications, begins on page 11. Our Compensation Discussion and Analysis begins on page 41. Our approach to compensation, as detailed in our Compensation Discussion and Analysis, continues to reflect our philosophy to pay for performance. Our compensation programs reinforce and promote responsible growth within our risk management framework. Our Audit Committee report and corresponding disclosures about our continuing relationship with Deloitte & Touche LLP begins on page 75. We encourage you to read the proxy statement for more information. Our Board of Directors and senior officers, as well as representatives from our independent registered public accounting firm, will be present to respond to questions from stockholders.
Your vote is important. Instructions on how to vote begin on page 1. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or electronically using the telephone and Internet voting procedures described on the proxy card at your earliest convenience.
Thank you for your continued support of First Hawaiian.
Sincerely,
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Robert S. Harrison
Chairman, President and Chief Executive Officer

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Notice Hereby is Given that the 2021 Annual Meeting of Stockholders of First Hawaiian, Inc. will be held:
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WHEN
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WHERE
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WHO MAY VOTE
Wednesday, April 21, 2021
8:00 a.m., Hawaii Standard Time
Via webcast by pre-registering before the meeting begins at register.proxypush.com/FHB
Stockholders of record on the record date, February 26, 2021
At the Annual Meeting, we will ask you to consider and vote upon these proposals.
Items of Business
1.
The election to our Board of Directors of the following eight nominees named in the attached Proxy Statement to serve until the 2022 Annual Meeting of Stockholders:

Matthew J. Cox

W. Allen Doane

Robert S. Harrison

Faye W. Kurren

Allen B. Uyeda

Jenai S. Wall

Vanessa L. Washington

C. Scott Wo
2.
A proposal to amend and restate the First Hawaiian, Inc. 2016 Non-Employee Director Plan principally to increase the total number of shares of common stock that may be awarded under that plan
3.
An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
4.
The ratification of the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2021
5.
Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof
This year’s Annual Meeting will be held virtually via live webcast on Wednesday, April 21, 2021, at 8:00 a.m., Hawaii Standard Time. You will be able to attend the meeting online and submit questions during the meeting. You will also be able to vote your shares electronically at the Annual Meeting. The meeting will be held online only.
The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET, BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY MAIL.
Honolulu, Hawaii
March 12, 2021
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By Order of the Board of Directors,
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Joel E. Rappoport
Executive Vice President, General Counsel and Secretary

NOTICE OF2021 ANNUAL MEETING OF STOCKHOLDERS
Important Notice Regarding the Availability of Proxy Materials
for Our Annual Meeting to Be Held on April 21, 2021
Our Proxy Statement, our 2020 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available on our website at http://proxy.fhb.com. Except as stated otherwise, information on our website is not considered part of this Proxy Statement.
By March 12, 2021, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement, our 2020 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 17, 2021. For more information, see “Frequently Asked Questions about the Annual Meeting and Voting.”
Virtual Meeting Information
Due to the current COVID-19 public health crisis, the Annual Meeting will be conducted online via live webcast. Stockholders of record as of February 26, 2021 will be able to participate in the Annual Meeting by pre-registering for the meeting at register.proxypush.com/FHB. The Annual Meeting can be accessed by clicking on the “Join Meeting” link in the email you receive one hour before the meeting begins. Stockholders will need the control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials to register to attend the meeting. Once admitted to the meeting platform, you may submit questions and/or vote during the Annual Meeting by following the instructions that will be available on the meeting website.
The Annual Meeting will begin promptly at 8:00 a.m., Hawaii Standard Time, on Wednesday, April 21, 2021. You may log into the meeting platform beginning at 7:30 a.m., Hawaii Standard Time, on April 21, 2021. Meeting access support is provided via a toll-free number listed on the meeting access email that pre-registered stockholders will receive one hour prior to the meeting and will be staffed one hour prior to the start of the Annual Meeting until the conclusion of the Annual Meeting.
CERTAIN DEFINED TERMS
When used in this Proxy Statement, the terms “First Hawaiian,” “FHI,” “we,” “our,” “us” and the “Company” refer to First Hawaiian, Inc., a Delaware corporation, and its consolidated subsidiaries, which include only First Hawaiian Bank and its subsidiaries, and the term “fiscal year” refers to our fiscal year, which is based on a 12-month period ending December 31 of each year (e.g., fiscal year 2020 refers to the 12-month period ended December 31, 2020).

TABLE OF CONTENTS
Proxy Statement
1 Proxy Summary
11 Corporate Governance and Board Matters
Proposal 1―Election of Directors
12
Director Nominees
20
Board of Directors, Committees and Governance
22
25
31
Stock Ownership Guidelines for Non-Employee Directors
32 Advisory Vote to Approve Amendment and Restatement of the 2016 Non-Employee Director Plan
39 Executive Compensation
41
Compensation Discussion and Analysis
41
41
42
43
43
44
46
46
47
48
49
50
58
64
64
65
Compensation Committee Report
66 Executive Compensation Tables
75 Audit Matters
75
76
77
78 Biographies of Executive Officers
82 Stock Ownership
82
83
85
91 Other Business
91
Stockholder Proposals for the 2022 Annual Meeting
92
Distribution of Certain Documents
A-1 Annex A—Non-GAAP Reconciliation
B-1 Annex B—AMENDED & RESTATED 2016 Non-Employee Director Plan

 
Forward-Looking Statements
This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are
not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy
Statement before voting. For more complete information regarding the Company’s 2020 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
2021 ANNUAL MEETING
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WHEN
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WHERE
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RECORD DATE
Wednesday, April 21, 2021 8:00 a.m., Hawaii Standard Time
Via webcast by pre-registering before the meeting begins at register.proxypush.com/FHB. There will not be a physical meeting in Hawaii or anywhere else.
February 26, 2021
Meeting Agenda
Proposal
Board Voting
Recommendation
See
Page
1.
The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2022 Annual Meeting of Stockholders
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FOR each
director nominee
11
2.
A proposal to amend and restate the First Hawaiian, Inc. 2016 Non-Employee Director Plan principally to increase the total number of shares of common stock that may be awarded under that plan
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FOR
32
3.
An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement
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FOR
39
4.
The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021
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FOR
75
We will also act on any other business that is properly raised.
Voting
Stockholders of Record as of the close of business on February 26, 2021 are entitled to vote on each of the proposals to be voted on at the 2021 Annual Meeting.
Our Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them and providing stockholder access to our Board and management. For further information on the virtual meeting, please see the “Frequently Asked Questions about the Annual Meeting and Voting” section in this Proxy Statement.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
1

PROXY SUMMARY
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BY TELEPHONE
BY INTERNET
BY MAIL
Call toll-free 1-866-883-3382
Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet.
During the Annual Meeting, visit our Annual Meeting website at www.proxypush.com/FHB.
Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope

Have your proxy card available and follow the instructions.

Proxy cards submitted by mail must be received by us by April 20, 2021.
Beneficial Owners

If you hold your shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.
PERFORMANCE HIGHLIGHTS
2020 Business Performance
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The COVID-19 pandemic brought unprecedented challenges to communities and businesses around the world, including ours and those of our customers

We maintained a strong balance sheet and capital position throughout 2020 in the face of these challenges, highlighted by a 17% increase in total deposits through the year
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*
Represents a non-GAAP measure. Please see Annex A for an explanation and reconciliation.
2
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
Capital Highlights
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Increased our capital to remain a source of strength to our customers during pandemic conditions

We remain committed to returning significant levels of capital to our stockholders

In February 2021, we announced that the Board of Directors adopted a stock repurchase program for up to $75 million in 2021*
[MISSING IMAGE: tm212424d3_icon-upko.gif]   59 BPS
$135.1M
$5M
Common Equity Tier 1 capital ratio 12.47% at
December 31, 2020, up from 11.88% at
December 31, 2019
In dividend payments; maintained quarterly dividend at $.26 per share
Common stock repurchased during 2020
*
The timing and amount of share repurchases are influenced by various internal and external factors.
Response to the COVID-19 Pandemic
The economic impact of the COVID-19 crisis has been far-reaching and profound and presented challenges to the financial services industry and its institutions at levels reminiscent of the worst crises of the last 100 years. Because of the importance to the local economy of the tourism industry, Hawaii was hit particularly hard by the economic effects of the COVID-19 pandemic. To alleviate the economic slowdown caused by the pandemic, the Federal Reserve decreased the discount rate by 150 basis points in 2020. In addition, to protect their businesses, our customers maintained extraordinary levels of liquidity, resulting in our maintaining excess levels of cash for a substantial portion of 2020. While we were able to offset, in part, these economic forces through reduction of deposit costs and proactive balance sheet management, net interest margin nevertheless declined significantly in 2020. We also established substantial provisions for credit losses during 2020, and we experienced other negative effects of the COVID 19-induced economic downturn as well. These macroeconomic factors significantly affected our financial performance in 2020.
To counteract what was happening to the economy in the short-term, we immediately shifted our focus from loan growth and return of capital to protecting our customers, employees and community, managing asset quality and preserving capital and liquidity to maintain safety and flexibility.
To protect our customers:

We quickly implemented a process to secure funding under the US Treasury’s Paycheck Protection Program for our customers

During 2020, we made over 6,000 loans under this program, totaling $942 million and helping local businesses survive

We waived ATM fees for one quarter

We offered loan deferrals to assist our consumer and business customers
To protect our employees:

We did not engage in employee layoffs or furloughs

We leveraged existing technology to facilitate a swift and effective transition to remote working by approximately 50% of our staff

We implemented social distancing and workplace sanitization practices for employees unable to work remotely

We temporarily closed 26, or 45%, of our branches and redeployed affected employees to areas experiencing higher volumes

We immediately established a redundant operations center to ensure business continuity
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
3

PROXY SUMMARY
To protect our community:

Through our “Aloha for Hawaii” initiative, we donated approximately $1 million to non-profits that provided food and social services to those affected by the pandemic, helping to generate $25 million in spending from our card holders to support the restaurant industry in the communities we serve

We contributed $1 million to the Hawaii Community Foundation to support high school seniors going on to higher education curriculums

We waived fees for non-customers to cash US Treasury stimulus checks
Throughout this crisis, the Company continued to serve as a source of strength to our customers. We maintained strong liquidity, we increased our Tier 1 Capital ratio from 11.88% at December 31, 2019 to 12.47% at December 31, 2020 and we maintained our quarterly dividend rate at $.26 per share throughout 2020, while building the credit loss reserve for loans by $77.9 million from 0.99% of loans at December 31, 2019 to 1.57% of loans at December 31, 2020.
4
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
OVERVIEW OF THE BOARD OF DIRECTORS
Director Nominees
Committees
Director Nominee
and Principal Occupation
Age
Director
since*
Independent
Public
Boards
Audit
Compensation
Corporate
Governance &
Nominating
Risk
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Robert S. Harrison
Chairman of the Board, President and Chief Executive Officer, First Hawaiian
60
2016
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1
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Matthew J. Cox
Chairman of the Board and Chief Executive Officer, Matson, Inc.
59
2016
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2
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W. Allen Doane
Retired Chairman and Chief Executive Officer, Alexander & Baldwin, Inc.
73
2016
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1
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Faye W. Kurren
Retired President and Chief Executive Officer, Hawaii Dental Service
70
2018
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1
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Allen B. Uyeda
Retired Chief Executive Officer, First Insurance Company of Hawaii, Ltd.
71
2016
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1
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Jenai S. Wall
Chairman and Chief Executive Officer, Foodland Super Market, Ltd.
62
2018
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2
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Vanessa L. Washington
Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West
61
2020
1
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C. Scott Wo
Owner/Executive, C.S. Wo & Sons, Ltd.; Partner/Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City
55
2018
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1
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Meetings in 2020      Board―9
6
7
4
4
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Chairman of the Board
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Committee Chair
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Committee Member
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Lead Independent Director
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Audit Committee financial expert
*
Refers to the period from the completion of our IPO in August 2016.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
5

PROXY SUMMARY
Snapshot of the Board
Board Attributes
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*
Refers to the period from the completion of our IPO in August 2016.
Board Refreshment
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2016*
4 directors added

Matthew J. Cox

W. Allen Doane

Robert S. Harrison

Allen B. Uyeda
2018
3 directors added

Faye W. Kurren

Jenai S. Wall

C. Scott Wo
2020
1 director added

Vanessa Washington
*
Refers to the period from the completion of our IPO in August 2016.
6
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
Board Expertise
Director Skills and Experience
MATTHEW J. COX
W. ALLEN DOANE
ROBERT S. HAR­RISON
FAYE W. KURREN
ALLEN B. UYEDA
JENAI S. WALL
VANESSA L.
WASH­INGTON
C. SCOTT WO
# of 8 direc­tors
% of 8 direc­tors
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Audit and financial reporting
8
100%
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Banking and finance
6
75%
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Public company
4
50%
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Community affairs /​
engagement
8
100%
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Executive leadership
8
100%
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Real estate
2
25%
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Legal and regulatory
2
25%
FIRST HAWAIIAN COMMITMENT TO GOVERNANCE, SOCIAL AND ENVIRONMENTAL MATTERS
We issued our inaugural “Environmental, Social and Governance Report” ​(“ESG Report”) during 2019, and we update this report every year. The ESG Report highlights the ways in which we strive to invest in the development and well-being of our employees, support the needs of our customers and the communities we serve, focus on the environment and maintain a strong governance framework that supports our culture of ethics and integrity. The ESG Report is available on our Investor Relations website at https://ir.fhb.com/corporate-responsibility.
Governance Principles
Our Board and senior leadership team believe that strong and effective corporate governance is essential to our overall success. Our Board reviews our major governance policies, practices and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes and recognized best practices. The foundation of our corporate governance program is providing transparent disclosure to all stakeholders on an ongoing and consistent basis, with a focus on delivering long-term stockholder value. The following chart provides an overview of our corporate governance structure and processes, including key aspects of our Board operations.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
7

PROXY SUMMARY
Accountability to Stockholders
Proportionate and Appropriate
Stockholder Voting Rights
Regular and Proactive
Stockholder Engagement
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All directors are elected annually
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Eligible stockholders may include their director nominees in our proxy materials
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Majority voting standard for director elections
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Annual say-on-pay advisory vote
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Policy against pledging Company stock
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Mandatory retirement age for directors
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First Hawaiian has one outstanding class of voting stock. We believe in a “one share, one vote” standard
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We do not have a “poison pill”
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No supermajority voting requirements in Certificate of Incorporation or Bylaws
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Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results
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We engage on governance, our strategic framework, compensation, human capital management and sustainability matters with our largest stockholders’ governance teams
Independent Board Leadership
Structure
Effective Board Policies
and Practices
Management Incentives that are
Aligned with the Long-Term
Strategy of the Company
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The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate
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All members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent of the Company and its management
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Our Corporate Governance Guidelines call for the designation of an independent lead director
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Our Corporate Governance Guidelines require a majority of our directors to be independent (currently six of eight director nominees are independent)
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Our Board is composed of accomplished professionals with experience, skills and knowledge relevant to our business, resulting in a high-functioning and engaged Board (a matrix of relevant skills is presented above on page 7)
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Executive sessions of independent directors are held at the Board and committee levels
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Each standing committee has a charter that is publicly available on our website and that meets applicable legal requirements and reflects good governance
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The Company has a Code of Business Conduct and Ethics applicable to all employees and directors of the Company
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We conduct annual reviews of director skill sets and experience together with annual board and committee performance reviews
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Our directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for these activities
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We require robust stock ownership for directors (3x annual cash retainer), CEO (increased this year to 6x base salary) and other NEOs (2x base salary)
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The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies
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Our compensation philosophy and practices are focused on using management incentive compensation programs to achieve the Company’s short- and long-term goals, creating long-term stockholder value
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We maintain a robust compensation clawback policy
8
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

PROXY SUMMARY
Corporate Social Responsibility
We facilitate sustainable and responsible growth by being a great place to work. We listen to our employees so that our programs and resources enhance their experience and further their careers with us. We deliver on our commitment to be a great place to work by being an inclusive workplace for our employees, creating opportunities for employees to grow and develop, recognizing and rewarding performance and supporting employees’ physical, emotional, social and financial wellness. We provide compensation, benefits and resources to employees that reflect our commitment to be a great place to work.
With these goals in mind, we maintain a strong record of sustainability, community engagement, cultural diversity and education and training. During 2020, First Hawaiian Bank, its Foundation and 98% of its employees contributed approximately $5.51 million to more than 200 charities in the areas of COVID-19 relief and recovery, education and financial literacy, health and human services and arts and culture. Professional development courses and our award-winning online talent development program contribute to an inclusive and healthy work environment for our 2,100+ employees.
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$5.51M
4,000
4,500
90+
Donated to >200 charities, by the bank, its foundation and 98% of its employees, to support:

COVID-19 relief and recovery

Education and financial literacy

Health and human services

Arts and culture
Pounds of e-waste collected and properly disposed of.
Energy Star monitors used throughout our facilities
Professional development courses in our award-winning, online talent development program and an inclusive and healthy work environment for our 2100+ employees
Environmental Impact
While our business model does not include production or distribution in the more traditional sense, we still examine ways to reduce waste, promote recycling, decrease air pollution, conserve energy and educate our associates about the benefits of environmental sustainability.
We actively champion resource reduction policies and practices. We focus on being responsible stewards of our natural resources in our decisions and our actions. We reduced our reliance on paper by 23% with our shift to remote work and video conferencing technologies. In 2020, we made energy-efficient upgrades to our facilities as well as key building systems at our First Hawaiian headquarters. These investments resulted in a 13% cost savings in our utility costs compared to the prior year. We installed higher efficiency LED technology with motion sensors, added window tinting and replaced air conditioning equipment with optimized cooling capacity for our buildings. We continue to work toward our goal of eliminating single use plastics in the Bank’s cafeterias. In addition, First Hawaiian Bank provides a 50% bus pass subsidy for employees, uses 4,500 Energy Star monitors in its facilities and properly disposed of more than 4,000 pounds of e-waste. We continue to look for new ways to minimize our impact on the environment, which include conducting HVAC optimization and installation of photovoltaic systems to harness solar energy.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
9

PROXY SUMMARY
EXECUTIVE COMPENSATION HIGHLIGHTS
We believe the design and governance of our executive compensation program encourages executive performance consistent with the highest standards of risk management. The following table summarizes the notable features of our 2020 executive compensation program, which were designed to align with “best practice” compensation governance.
[MISSING IMAGE: tm212424d3_icon-wehavepn.gif]    Practices We Employ
[MISSING IMAGE: tm212424d3_icon-donthavepn.gif]    Practices We Avoid
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Substantial portion of pay in the form of variable, performance-based awards
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75% of CEO’s 2020 compensation was performance-based
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Stock ownership guidelines for our executives and non-employee directors
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Engage with stockholders on governance and compensation
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Double-trigger vesting for executive change-in-control payments
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Clawback policy that applies to cash and equity compensation
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Independent compensation consultant and independent Board Compensation Committee
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Annual risk assessment of compensation policies and program design
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Annual evaluation of our peer group to ensure ongoing relevance of each peer member
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Strong risk and control policies and consideration of risk management factors in making compensation decisions
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Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited
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No gross-up of severance payments or benefits for excise taxes
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No dividends paid on unearned performance units or shares
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No discounting, reloading or repricing of stock options without stockholder approval
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No automatic share replenishment (evergreen) provisions in any share-based plans
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No single-trigger vesting of equity-based awards held by executives upon change in control
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No new benefit accruals under executive pensions
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No multi-year compensation guarantees that could incentivize imprudent risk-taking
10
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

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

We are asking stockholders to elect the eight nominees named in this proxy statement to serve on our Board until the 2022 annual meeting of stockholders or until their successors have been duly elected and qualified.
Background

All eight nominees currently serve on our Board

75% of the members of our Board are independent

38% of the members of our Board are women and 63% represent an ethnic minority
The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees for director.
Our Board currently has eight members, consisting of our Chief Executive Officer and President (who also serves as Chairman of the Board) and seven other directors, six of whom are “independent” under the listing standards of NASDAQ. The terms of office of all eight directors expire at the Annual Meeting.
Our Amended and Restated Bylaws (the “Bylaws”) provide that the Board will consist of no less than five directors. Pursuant to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the number of directors constituting our Board will be fixed from time to time by resolution of the Board.
At the Annual Meeting, you will be asked to elect eight individuals to serve on the Board. The Board has nominated all eight current members of the Board for re-election as directors at the Annual Meeting, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2022. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.
All of our directors are elected annually by the affirmative vote of a majority of votes cast.

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

Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation.
For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see “Frequently Asked Questions.”
Required Vote
With regard to the election of the director nominees, votes may be cast in favor or against. A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2021 Annual Meeting). A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee.
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The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees named below.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
11

CORPORATE GOVERNANCE AND BOARD MATTERS
DIRECTOR NOMINEES
The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company’s corporate governance guidelines, as described below under the section entitled “Board of Directors, Committees and Governance—Corporate Governance Guidelines and Code of Conduct and Ethics.” In evaluating the suitability of individuals for Board membership, the Corporate Governance and Nominating Committee considers many factors. Those factors include:

whether the individual meets various independence requirements;

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

understanding of the Company’s business and markets;

professional expertise and educational background; and

other factors that promote diversity of views and experience.
The Corporate Governance and Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuate the Company’s success and represent stockholder interests through the exercise of sound judgment, based on its diversity of experience. In determining whether to recommend a director for re-nomination, the Corporate Governance and Nominating Committee also considers the director’s attendance at, participation in and contributions to Board and committee activities.
The following table sets forth certain information regarding the director nominees standing for re-election at the Annual Meeting. Additional biographical information on each of the nominees is included below.
Name
Age
Tenure
Independent(1)
Position
Robert S. Harrison
60 2016
Chairman of the Board, President and CEO
Matthew J. Cox
59 2016
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Director
W. Allen Doane
73 2016
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Director
Faye W. Kurren
70 2018
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Director
Allen B. Uyeda
71 2016
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Lead Independent Director
Jenai S. Wall
62 2018
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Director
Vanessa L. Washington
61 2020
Director
C. Scott Wo
55 2018
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Director
(1)
“Independent” under NASDAQ listing standards.
In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has
indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.
12
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
DIRECTOR NOMINEE BIOGRAPHIES
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COMMITTEES
 Compensation  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
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Matthew J. Cox
Age 59
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2016
BACKGROUND
FIRST HAWAIIAN, INC.

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

Member of the Board of Directors (2014 to present)

Member of the Risk Committee (2014 to March 2016)
MATSON, INC., a public company and leading carrier for ocean transportation services in the Pacific

Chairman of the Board (April 2017 to present)

Chief Executive Officer (June 2012 to present)

Previously served as Chief Operating Officer and Chief Financial Officer
DISTRIBUTION DYNAMICS, INC., a provider of outsourced logistics, inventory management and integrated information services

Chief Operating Officer and Chief Financial Officer
AMERICAN PRESIDENT LINES, LTD., a global transportation and logistics company

Served in a variety of executive and financial positions
OTHER PUBLIC COMPANY DIRECTORSHIPS

Current Chairman, Matson, Inc.
OTHER ENGAGEMENTS

Current member of the Board, World Shipping Council

Current member of the Advisory Board, Catholic Charities of Hawaii

Current member of the Advisory Board, University of Hawaii Shidler College of Business

Member of the Board, Pacific Maritime Association (2008 to 2012)

Director, Standard Club (2012-2017)
EDUCATION

Bachelor’s degree in Accounting and Finance, University of California, Berkeley
QUALIFICATIONS

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

As the current Chairman of the Board and Chief Executive Officer of a leading trans-Pacific shipping firm, Mr. Cox offers a wealth of management experience, business understanding and knowledge of the local business community.

Additionally, Mr. Cox’s experience as the chief executive officer of a publicly traded company has given him front-line exposure to many matters relevant to First Hawaiian.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
13

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES
 Audit  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

Corporate
Governance and Nominating
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W. Allen Doane
Age 73
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2016
BACKGROUND
FIRST HAWAIIAN, INC.

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

Member of the Board of Directors (1999 to present)

Chairman of the Audit Committee (2012 to present)
BANCWEST

Member of the Board of Directors (2004 to 2006 and 2012 to January 2019)
ALEXANDER & BALDWIN, INC., a Hawaii public company with interests in, among other things, commercial real estate and real estate development

Chairman and Chief Executive Officer (1998 to 2010, upon retirement)

Served in a variety of executive roles (1991 to 1998)
SHIDLER GROUP, a real estate investment organization

Chief Operating Officer
IU INTERNATIONAL CORPORATION, a Philadelphia-based public company

Served in a variety of executive positions
C. BREWER & CO. LTD., one of Hawaii’s oldest operating companies, which has since been dissolved

Served in a variety of executive positions
OTHER PUBLIC COMPANY DIRECTORSHIPS

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

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

M.B.A., Harvard Business School

Bachelor’s degree, Brigham Young University
QUALIFICATIONS

As the retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc., Mr. Doane brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience.

Mr. Doane’s experience leading a large, publicly traded, diversified company focused on ocean transportation and real estate, combined with his experience at First Hawaiian, brings valuable insight to the Board in overseeing a wide range of banking, audit and financial matters.
14
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
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Robert S. Harrison
Age 60
Chairman of the Board since 2016
BACKGROUND
FIRST HAWAIIAN, INC.

Chairman and Chief Executive Officer (2016 to present)

President (August 2019 to present)
FIRST HAWAIIAN BANK

Chairman and Chief Executive Officer (January 2012 to present)

President (August 2019 to present)

President (December 2009 to June 2015)

Chief Operating Officer (December 2009 to January 2012)

Vice Chairman (2007 to 2009)

Chief Risk Officer (2006 to 2009)

Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 30 years of experience in the financial services industry in Hawaii and on the U.S. mainland
BANCWEST CORPORATION (“BancWest”)

Vice Chairman (2010 to 2019)
OTHER PUBLIC COMPANY DIRECTORSHIPS

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

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

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

Current member of the Board, Hawaii Community Foundation

Current member of the Board, Hawaii Bankers Association

Current member of the Board, Hawaii Business Roundtable

Current member of the Board, Maryknoll Foundation

Current member of the Executive Committee, Mid-Size Bank Coalition of America
EDUCATION

M.B.A., Cornell University

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

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

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

Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial services industry generally and in Hawaii in particular.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
15

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Audit

Corporate Governance and Nominating
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Faye Watanabe Kurren
Age 70
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2018
BACKGROUND
FIRST HAWAIIAN, INC.

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

Member of the Board of Directors (2005 to present)

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

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

President (1998 to 2003)
OTHER ENGAGEMENTS

Current Advisory Director, First Insurance Company of Hawaii

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

Past Chairperson, University of Hawaii Foundation

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

J.D., University of Hawaii

Masters of Arts in Sociology, University of Chicago

Bachelor of Arts in Sociology, Stanford University
QUALIFICATIONS

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

In addition, having served as the president of the subsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as one of three audit committee financial experts serving on the Audit Committee.
16
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
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LEAD INDEPENDENT DIRECTOR
COMMITTEES

Compensation

Corporate Governance
and Nominating  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
 Risk  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]
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Allen B. Uyeda
Age 71
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2016
BACKGROUND
FIRST HAWAIIAN, INC.

Lead Independent Director

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

Lead Independent Director

Member of the Board of Directors (2001 to present)

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

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

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

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

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

Project Management and engineering experience
OTHER ENGAGEMENTS

Current member of the Board, The Queen’s Health Systems and The Queen’s Medical Center

Current Special Advisor to the Oahu Economic Development Board
EDUCATION

M.B.A., the Wharton School at the University of Pennsylvania

Bachelor’s degree in Electrical Engineering, Princeton University
QUALIFICATIONS

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

Mr. Uyeda’s experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
17

CORPORATE GOVERNANCE AND BOARD MATTERS
[MISSING IMAGE: ph_jenaiwall2-4c.jpg]
COMMITTEES

Compensation

Risk
[MISSING IMAGE: tm212424d1_fc-jenaiwallpn.jpg]
Jenai S. Wall
Age 62
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2018
BACKGROUND
FIRST HAWAIIAN, INC.

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

Member of the Board of Directors (1995 to present)
FOODLAND SUPER MARKET, LTD.

Chairman and Chief Executive Officer (1998 to present)

Chief Executive Officer of the other entities that comprise the Sullivan Family of Companies, including Food Pantry, Ltd., Kalama Beach Corporation, Pacific Warehouse, Inc. and The Coffee Bean and Tea Leaf Hawaii
OTHER PUBLIC COMPANY DIRECTORSHIPS

Current Director, Matson, Inc.

Director of Alexander & Baldwin, Inc. (April 2015 to April 2019)
OTHER ENGAGEMENTS

Current Chair, The Queen’s Health Systems and The Queen’s Medical Center

Current member of the Board, Servco Pacific, Inc.

Current member of the Board, ‘Iolani School
EDUCATION

M.B.A., Columbia University

Bachelor’s degree in Mathematics, Wellesley College
QUALIFICATIONS

Ms. Wall’s over 20 years’ experience as chief executive officer of Hawaii’s largest locally owned supermarket chain and her experience as a director of publicly traded entities, as well as her substantial involvement on the boards of directors of several prominent Hawaii charitable organizations, have provided her with a wealth of experience in management, business and finance.
18
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Risk
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Vanessa L. Washington
Age 61
Director since 2020
BACKGROUND
FIRST HAWAIIAN, INC.

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

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

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

Served as Corporate Secretary for BNP Paribas USA, Inc., the holding company of Bank of the West, based in Newyork, Newyork (2016 to October 2020, upon retirement)
Prior to the Company’s initial public offering in August 2016, the Company was a wholly owned subsidiary of BancWest Corporation. BNP Paribas fully exited its ownership position in the Company, held through BancWest Corporation, in February 2019.
CATELLUS DEVELOPMENT CORPORATION, a publicly traded REIT, San Francisco, California

General Counsel (2001 to 2005). Also responsible for Human Resources, Compliance and Environmental Groups
CALIFORNIA FEDERAL BANK, San Francisco, California

Senior Vice President, Associate General Counsel and Secretary (1992 to 2001). Managed teams providing services for corporate, securities and real estate areas.
OTHER ENGAGEMENTS

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

Current member of the American College of Real Estate Lawyers

Recently served on the Managing Board of The Clearing House.

Member of the California Bar Association

Member of the Georgia Bar Association
EDUCATION

J.D., University of California Berkeley School of Law

Bachelor’s degree, University of North Carolina, Chapel Hill
QUALIFICATIONS

Ms. Washington’s over 20 years of banking industry experience, including 16 years in a senior position with a major US banking subsidiary of one of the largest banking organizations in the world, as well as her service with two publicly traded corporations, provide her with valuable insights and perspective on a number of areas relevant to First Hawaiian.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
19

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Audit

Risk
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C. Scott Wo
Age 55
[MISSING IMAGE: tm212424d3_icon-whitecheckpn.gif] Independent Director since 2018
FIRST HAWAIIAN, INC.

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

Member of the Board of Directors (2014 to present)
BACKGROUND
C.S. WO & SONS, LTD., his family’s home furnishings enterprise founded in 1909

Owner
KUNIA COUNTRY FARMS, one of the largest aquaponics farms in the State of Hawaii

Partner/Manager
COLUMBIA BUSINESS SCHOOL, New York City

Adjunct Professor of Management
OTHER ENGAGEMENTS

Current Investment Committee Chair, University of Hawaii Foundation

Current Finance Committee Chair, The Queen’s Health System

Current Finance Committee Chair, Takitani Foundation

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

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

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

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

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

In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Mr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees.
BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE
Our Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports and audit reports made at Board and committee meetings by our Chief
Executive Officer, Chief Financial Officer, Chief Risk Officer and other officers.
The Board has four standing committees, the principal responsibilities of which are described below under the section entitled “—Committees of Our Board of Directors.” Additionally, the directors meet in regularly scheduled executive sessions, without First Hawaiian management (generally other than Mr. Harrison) present, at each regularly scheduled meeting of the Board.
Meetings
The Board met nine times in 2020. Each member of the Board attended more than 75% of the total number of meetings of the Board and the committees on which he or she served. We strongly encourage, but do not require, the members of
our Board to attend annual meetings of our stockholders. All seven then-serving members of the Board attended our 2020 annual meeting of stockholders.
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FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence
Our common stock is listed on NASDAQ and, as a result, we are subject to the corporate governance listing standards of the exchange. The NASDAQ corporate governance standards generally require a majority of independent directors on the board of directors and fully independent audit, nominating and compensation committees.
Our Board consists of eight directors, six of whom are independent. A director is independent if the Board affirmatively determines that he or she satisfies the independence standards set forth in the applicable rules of NASDAQ, has no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”). The Board has reviewed the independence of our current non-employee directors and has determined that each of Matthew J. Cox, W. Allen Doane, Faye W. Kurren, Allen B. Uyeda, Jenai S. Wall
and C. Scott Wo is an independent director. In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company and its directors, the details of which are not required to be disclosed in this Proxy Statement pursuant to Item 404(a) of Regulation S-K. In addition, in determining the independence of its directors, the Board considered that certain businesses in which Ms. Wall and her spouse have a material interest, particularly Foodland Super Market, Ltd., as well as certain businesses in which Mr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, have loans that were made by the Bank in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and that did not involve more than the normal risk of collectability or present other unfavorable features.
Board Leadership Structure and Qualifications
Chief Executive Officer and President
and Chairman of the Board
Robert S. Harrison
We believe that our directors should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all stockholders.

Lead Independent Director
Allen B. Uyeda
When considering potential director candidates, our Board also considers the candidate’s:

character,

judgment,

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

skills, including financial literacy, and

experience in the context of our needs and those of the Board.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
21

CORPORATE GOVERNANCE AND BOARD MATTERS
The corporate governance guidelines of our Board provide that the Board may, in its sole discretion, designate one of the independent directors as its lead director to preside over meetings of the Board held in the absence of any director who is also an executive officer and to have such additional responsibilities and authority as the Board may direct from time to time.
Currently, Robert S. Harrison serves as our Chief Executive Officer and President and as the Chairman of our Board, and Allen B. Uyeda has been designated to serve as the lead independent director of our Board.
Our Chief Executive Officer is generally in charge of our business affairs, subject to the overall direction and supervision of the Board and its committees, and is the only member of our management team that serves on the Board. Our Board believes that combining the roles of Chairman of the Board and Chief Executive Officer and appointing a lead independent director is the most effective board leadership structure for us and that it provides an
effective balance of strong leadership and independent oversight. Having one individual serve as both Chief Executive Officer and Chairman contributes to and enhances the Board’s efficiency and effectiveness, as the Chief Executive Officer is generally in the best position to inform our independent directors about our operations, the competitive market and other challenges facing our business. Our Board believes that the Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board for many reasons as he is closest to many facets of our business and has frequent contact with our customers, regulators and other stakeholders in our business. The Board believes that combining the roles of Chief Executive Officer and Chairman of the Board also promotes timely communication between management and the Board on critical matters, including strategy, business results and risks, because of Mr. Harrison’s direct involvement in the strategic and day-to-day management of our business.
Committees of Our Board of Directors
The standing committees of our Board consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these
committees are described below. Our Board may also establish various other committees to assist it in its responsibilities.
The following table summarizes the current membership of the Board and each of its committees:
Committee Membership
Name
Independent(1)
Audit
Compensation
Corporate
Governance and
Nominating
Risk
Matthew J. Cox
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W. Allen Doane
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Robert S. Harrison  [MISSING IMAGE: tm212424d3_icon-ledincdpn.jpg]
Faye W. Kurren
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[MISSING IMAGE: tm212424d3_icon-commmemberk.jpg] [MISSING IMAGE: tm212424d3_icon-auditcommk.jpg]
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Allen B. Uyeda  [MISSING IMAGE: tm212424d3_icon-ledindpn.jpg]
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Jenai S. Wall
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Vanessa L. Washington
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C. Scott Wo
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Chairman of the Board
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Committee Chair
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Committee Member
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Lead Independent Director
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Audit Committee financial expert
(1)
“Independent” under NASDAQ listing standards.
Committee Charters and our other governance documents are available at: ir.fhb.com/corporate-governance/highlights.
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FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

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

Faye W. Kurren

C. Scott Wo
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All members of the Audit Committee are independent under Nasdaq listing standards.
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All members of the Audit Committee are “audit committee financial experts.”
CHARTER
The Audit Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations tab.
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Audit Committee
Meetings in 2020: 6
OVERVIEW
The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:

the integrity of our financial statements and regulatory reporting;

our compliance with legal and regulatory requirements;

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

the performance of our internal audit function and independent auditors;

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

our compliance with our ethical standards.
KEY RESPONSIBILITIES

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

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

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

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

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

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

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

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

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

include at least one “audit committee financial expert.”
AUDIT COMMITTEE REPORT
The Audit Committee Report is on page 76 of this proxy statement.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
MEMBERS
 Matthew J. Cox  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

Allen B. Uyeda

Jenai S. Wall
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All members of the Compensation Committee are independent under Nasdaq listing standards.
CHARTER
The Compensation Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations tab.
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Compensation Committee
Meetings in 2020: 7
Meetings to date in 2021: 3
OVERVIEW
The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors.
KEY RESPONSIBILITIES

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

Reviews our overall compensation philosophy;

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

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

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

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

consist of at least two members, and,

except under exceptional and limited circumstances, must consist solely of independent directors.
COMPENSATION COMMITTEE REPORT
The Compensation Committee Report is on page 65 of this proxy statement.
Outside Compensation Consultant Services
For 2020, the Compensation Committee retained the services of Pay Governance LLC as an independent outside compensation consultant (“Pay Governance”) to perform a competitive assessment of First Hawaiian’s executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing executive compensation consulting services. For more information about the role of Pay Governance as an independent outside compensation consultant, see “Compensation
Discussion and Analysis—Compensation Governance Process—Role of the Compensation Consultant and Independence.”
Our Chief Executive Officer, in conjunction with members of the Compensation Committee and the Executive Vice President, Human Resources develops recommendations regarding the appropriate mix and level of compensation for our NEOs (other than himself) while considering the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other NEOs. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.
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FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is or has been one of our officers or employees, and none will have any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves
or has served as a member of the Board, Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
MEMBERS
 Allen B. Uyeda  [MISSING IMAGE: tm212424d3_icon-commchairpn.jpg]

W. Allen Doane

Faye W. Kurren
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
All members of the Corporate Governance and Nominating Committee are independent under Nasdaq listing standards.
CHARTER
The Corporate Governance and Nominating Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations tab.
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Corporate Governance
and Nominating Committee
 ​
Meetings in 2020: 4
OVERVIEW
The Corporate Governance and Nominating Committee is responsible for:

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

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

reviewing and making recommendations with respect to the size and composition of our Board; and

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

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

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

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

Assists management with the preparation of the disclosure in our annual proxy statement regarding director independence and the operations of the Corporate Governance and Nominating Committee.
QUALIFICATIONS
Pursuant to the Corporate Governance and Nominating Committee’s charter, the Corporate Governance and Nominating Committee must consist of at least three members, all of whom are independent under NASDAQ rules.
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FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

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

Jenai S. Wall

Vanessa L. Washington

C. Scott Wo
[MISSING IMAGE: tm212424d3_icon-checkmarkpn.jpg]
Three of the four members of the Risk Committee are independent under Nasdaq listing standards.
CHARTER
The Risk Committee has adopted a written charter that specifies the scope of its duties and responsibilities, including those listed here. The charter is available on our website at www.fhb.com under the Investor Relations tab.
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Risk Committee
Meetings in 2020: 4
OVERVIEW
The Risk Committee assists the Board in fulfilling its responsibilities for oversight of our enterprise-wide risk management framework, including reviewing our overall risk appetite, risk management strategy and policies and practices established by management to identify and manage the risks we face.
KEY RESPONSIBILITIES

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

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

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

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

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

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

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

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

consist of at least three members, a majority of whom must not currently be employees at the Company or the Bank.
Board Oversight of Risk Management
Our Board believes that effective risk management and control processes are critical to:

our safety and soundness,

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

ultimately, our long-term corporate success.
The role of our Board in our risk oversight is consistent with our leadership structure, with our
Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
Board of Directors
Our Board is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face.Our Board exercises oversight directly and through its committees, as further described below.
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Audit Committee
Compensation Committee
The Audit Committee is responsible for overseeing:

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

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

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

risks associated with the independence of our Board.

Board and committee composition and functioning
The Risk Committee of our Board:

oversees our enterprise-wide risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face;

reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by our Board; and

reviews and receives regular briefings concerning the Company’s information security and technology risks, including discussions of the Company’s information security and cybersecurity risk management programs.
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Senior Management
Our senior management is responsible for:

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

creating and recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.
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FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE AND BOARD MATTERS
Corporate Governance Guidelines and Code of Conduct and Ethics
Our Board has adopted corporate governance guidelines, which are accessible through our corporate website at www.fhb.com under the Investor Relations tab, which set forth a framework within which our Board, assisted by Board committees, will direct the Company’s affairs. These guidelines address, among other things:

the composition and functions of our Board,

director independence,

compensation of directors,

management succession and review, and

Board committees and selection of new directors, including detailed procedures to
be followed in the event that one or more directors do not receive a majority of the votes cast “for” his or her election at the Annual Meeting.
Our Board has adopted a code of conduct and ethics applicable to our directors, officers and employees. A copy of that code is available on our corporate website at www.fhb.com under the Investor Relations tab. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our corporate website at www.fhb.com as required by applicable law or listing requirements.
Stockholder Communications with the Board of Directors
Stockholders and any interested parties may communicate with the Board by sending correspondence addressed to the Board or one or more specific directors at the following address:
[MISSING IMAGE: tm212424d3_icon-mailpn.jpg]
First Hawaiian, Inc.
c/o the Secretary
999 Bishop Street
Honolulu, Hawaii 96813
All communications will be submitted by the Company’s Secretary to the relevant director or directors as addressed.
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
2020 DIRECTOR COMPENSATION
The following table lists the individuals who received compensation in 2020 for their service as directors of First Hawaiian. Any FHI director who also serves on the board of directors of the Bank does not receive any director compensation for service on the board of directors of the Bank except as specifically noted below. Any director who is an officer of the Company does not receive any director compensation.
Name(1)
Fees Earned or
Paid in Cash(2)
($)
Stock Awards(3)
($)
All Other
Compensation(4)
($)
Total
($)
Matthew J. Cox $ 95,000 $ 69,988 $ 1,515 $ 166,503
W. Allen Doane 112,000 69,988 487 182,475
Faye W. Kurren 88,000 69,988 6,487 164,475
Allen B. Uyeda 159,000 69,988 487 229,475
Jenai S. Wall 85,000 69,988 487 155,475
Vanessa L. Washington 18,750 36,623 515 55,888
C. Scott Wo 90,000 69,988 1,487 161,475
(1)
Ms. Washington was appointed as a director on October 13, 2020.
(2)
The amounts in this column represent annual cash retainers, committee chair and committee membership fees.
(3)
The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted in 2020 pursuant to the First Hawaiian, Inc. 2016 Non-Employee Director Plan. Awards generally vest and settle on the earlier of one year after grant or the date of the next annual meeting of stockholders. Aggregate restricted stock unit awards outstanding as of December 31, 2020 are 4,399 for each of Directors Cox, Doane, Kurren, Uyeda, Wall and Wo, respectively, and 2,389 for Ms. Washington.
(4)
Solely for Ms. Kurren, “All Other Compensation” includes $6,000 in fees for attendance at Bank director committee meetings. For each of Directors Cox, Doane, Kurren, Uyeda, Wall, Washington and Wo, “All Other Compensation” reflects a noncash gift provided to First Hawaiian Bank directors.
In making decisions concerning compensation for non-employee directors, the Compensation Committee considers the director compensation levels and practices of peer companies and whether compensation recommendations align with the interests of our stockholders. The Compensation Committee seeks to align total non-employee director compensation with the approximate median of peer group total director compensation. In 2019, the compensation consultant to the Compensation Committee analyzed the competitive
position of our director compensation program against the same peer group used for executive compensation purposes and examined how each element of our director compensation program compared to those for members of the peer group. Following its review of this analysis, the Compensation Committee established the director compensation program set forth below. The Compensation Committee intends to review its director compensation practices at least every third year.
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CORPORATE GOVERNANCE AND BOARD MATTERS
We provide the following compensation for non-employee members of FHI’s Board:
Non-Employee Director Service
Annual Cash
Retainer
($)
Annual Equity
Compensation
Grant Value ($)
Attendance Fee
($)
Board member 65,000 70,000
Supplemental cash retainers:
Chair of the Audit Committee
24,000
Member of the Audit Committee
15,000
Chair of the Compensation and Risk Committees
20,000
Member of the Compensation and Risk Committees
10,000
Chair of the Corporate Governance and Nominating Committee
16,000
Member of the Corporate Governance and Nominating Committee
8,000
Lead Independent Director
30,000
Additional attendance fee:
Attendance at any meeting of any other committee that
may be constituted from time to time, including a
committee of the Bank’s board of directors
1,500
We also reimburse all directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors.
Our Board adopted the First Hawaiian, Inc. 2016 Non-Employee Director Plan effective July 22, 2016. Equity awards granted to date under this plan have been in the form of restricted stock units that vest and settle in shares of our common stock one year after the grant date, subject to continued service (or upon an earlier change in control). Awards were granted in 2020 to reflect service as a director for
each director’s term as director commencing upon election at the 2020 annual meeting of stockholders and expiring at the Annual Meeting, except that Director Washington, who joined the Board of Directors on October 13, 2020 received a pro rated award reflecting the portion of the 2020-2021 term that she is expected to serve. For 2020, we granted 4,399 shares of our common stock underlying restricted stock units to each of Directors Cox, Doane, Kurren, Uyeda, Wall and Wo and 2,389 shares to Director Washington.
Stock Ownership Guidelines for Non-Employee Directors
To ensure alignment of interests of our non-employee directors with those of our stockholders, we adopted stock ownership guidelines. All non-employee directors are currently in compliance or within their window for compliance with these guidelines. The guidelines are as follows:
Position
Stock Ownership Requirement
Compliance Period
Non-employee directors
[MISSING IMAGE: tm212424d3_icon-dotpn.jpg] [MISSING IMAGE: tm212424d3_icon-dotpn.jpg][MISSING IMAGE: tm212424d3_icon-dotpn.jpg] 3x annual cash retainer
Five years from joining the Board
FIRST HAWAIIAN, INC. 2021 PROXY STATEMENT
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ADVISORY VOTE TO
APPROVE AMENDMENT
AND RESTATEMENT
OF THE 2016 NON-
EMPLOYEE DIRECTOR
PLAN
PROPOSAL 2―APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2016 NON-EMPLOYEE DIRECTOR PLAN PRINCIPALLY TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT CAN BE AWARDED UNDER THAT PLAN
Approval of an amendment and restatement of the First Hawaiian, Inc. 2016 Non-Employee Director Plan
Proposal

We are asking stockholders to approve the First Hawaiian, Inc. Amended & Restated 2016 Non-Employee Director Plan (the “Amended Plan”), which the Board approved on January 20, 2021.
The Board of Directors unanimously recommends that you vote “FOR” the approval of the amendment and restatement of the 2016 Non-Employee Director Plan to increase the number of shares of common stock that can be awarded under that Plan.
Background
Proposal 2 requests stockholder approval of the Amended Plan, which the Board approved on January 20, 2021. If adopted, the Amended Plan will amend and restate the current plan to include the following principal amendments: (i) an increase in the total number of shares of common stock available for future issuance by the Company to 200,000 and (ii) since BNP Paribas sold its remaining shares of FHI stock in FY2019, completing FHI’s transition to a fully independent company, removal of references to BNP Paribas from the plan. The
Amended Plan is attached to this Proxy Statement as Annex B. The 2016 Non-Employee Director Plan authorized the issuance of 75,000 shares to non-employee directors. Insufficient shares remain available under such plan to make future equity awards in accordance with the Board’s compensation program for non-employee directors (described on page 31 above). Accordingly, the Board is seeking approval of the Amended and Restated Plan to permit future equity awards pursuant to its non-employee director compensation program.
Description of the Amended Plan
Effective Date. The Amended Plan is subject to, and will become effective upon, receipt of approval by our stockholders.
Purpose. The purpose of the Amended Plan is to: (i) attract, retain and motivate non-employee directors of the Board and non-employee directors of FHI’s subsidiaries, (ii) align the interests of such persons with FHI stockholders and (iii) promote
ownership of FHI’s equity. To accomplish these purposes, the Amended Plan provides for the grant of non-qualified stock options, stock appreciation rights (“SARs”), restricted shares, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards (collectively, “awards”).
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Participants. Our seven non-employee directors may participate in the Amended Plan. A director who is also an employee of First Hawaiian or its subsidiaries is not eligible to participate in the Amended Plan.
Shares Subject to the Amended Plan. A total of 200,000 shares of our common stock will be reserved and available for future issuance under the Amended Plan on or after the Effective Date of the plan. If an award granted under the Amended Plan expires, is forfeited or is settled in cash, the shares of our common stock not acquired pursuant to the award will again become available for subsequent issuance. The following types of shares under the Amended Plan will not become available for the grant of new awards under the Amended Plan: (i) shares withheld to satisfy any tax withholding obligation and (ii) shares tendered to, or withheld by, us to pay the exercise price of an option.
The aggregate awards that may be granted to any single non-employee director during a fiscal year, solely with respect to his or her service as a director of the Board, may not exceed $500,000.
Administration of the Amended Plan. The Amended Plan will be administered by the Compensation Committee (and its delegates) unless the Board determines otherwise. For purposes of this summary, we refer to the committee that administers the Amended Plan, and to any person or group to whom this committee delegates authority, as the Compensation Committee. Subject to the terms of the Amended Plan, the Compensation Committee will determine which non-employee directors will receive awards under the Amended Plan, the dates of grant and the terms and conditions of the awards, including the effect of a termination of directorship on awards and conditioning the vesting of, or the lapsing of any applicable vesting restrictions or other vesting conditions on, awards upon continued service.
In addition, the Compensation Committee has the authority to determine whether any award may be settled in cash, shares of our common stock, other securities or other awards or property. The Compensation Committee has the authority to interpret the Amended Plan and may adopt any administrative rules and regulations relating to the Amended Plan. The Compensation Committee may also delegate any of its powers, responsibilities or duties to any person who is not a member of the Compensation Committee or any administrative group within the Company. Our Board may also grant awards or administer the Amended Plan.
Conditions on Awards. All of the awards described below are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the Compensation Committee, in its sole discretion, subject to certain limitations provided in the Amended Plan. The Compensation Committee may condition the vesting of or the lapsing of any applicable vesting restrictions or conditions on awards upon continuation of service, or any other term or conditions. The vesting conditions placed on any award need not be the same with respect to each grantee, and the Compensation Committee will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in the award agreement.
Each award granted under the Amended Plan will be evidenced by an award agreement, which will govern that award’s terms and conditions.
Types of Awards. The Amended Plan provides for the grant of stock options that constitute “non-qualified stock options,” SARs, restricted shares, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards. Awards may only be made to non-employee directors of FHI and non-employee directors of FHI subsidiaries.
Stock Options. An award of a stock option gives a grantee the right to purchase a certain number of shares of our common stock during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the fair market value of our common stock on the grant date. The term of a stock option may not exceed 10 years from the date of grant. The exercise price of any stock option may be paid using (i) cash, check or certified bank check, (ii) shares of our common stock, (iii) other consideration approved by the Company and permitted by applicable law and (v) any combination of the foregoing. Under the Amended Plan, except for certain adjustments in the number of shares subject to options to prevent the enlargement or dilution of rights, as described below under “—Adjustments,” reducing the exercise price of issued and outstanding stock options will require the approval of our stockholders.
Stock Appreciation Rights (SARs). A SAR entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the
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fair market value of a share of our common stock on the grant date), multiplied by the number of shares subject to the SAR. The term of a SAR may not exceed 10 years from the date of grant. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our common stock or other securities or property, or a combination of the foregoing, as determined by the Compensation Committee. Under the Amended Plan, except for certain adjustments in the number of shares subject to SARs to prevent the enlargement or dilution of rights, as described below under “—Adjustments,” reducing the exercise price of SARs will require the approval of our stockholders.
Restricted Shares. A restricted share award is an award of outstanding shares of our common stock that does not vest until a specified period of time has elapsed or other vesting conditions have been satisfied, as determined by the Compensation Committee, and which will be forfeited if the conditions to vesting are not met. The Compensation Committee will issue a certificate with respect to the shares of restricted shares, unless the Compensation Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares. In the event a certificate is issued it may be registered in the name of the grantee, and the Company or its designated agent will hold the certificate until the restrictions upon the award have lapsed. During the period that any restrictions apply, grantees have full voting rights with respect to their restricted shares. Unless the Compensation Committee determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted share award will be paid to the grantee.
Restricted Stock Units. A restricted stock unit is an unfunded and unsecured obligation to issue a share of common stock (or an equivalent cash amount) to the grantee in the future. Restricted stock units become payable on terms and conditions determined by the Compensation Committee and will be settled either in cash, shares of our common stock or other securities or property, or a combination of the foregoing, as determined by the Compensation Committee. Unless otherwise specified in an award agreement, in the event that a grantee is removed or terminated as a director, or otherwise ceases to be a director of the Company, then, each vested restricted stock unit then held by the grantee as of the date of cessation of services will be settled as of such date.
Dividend Equivalent Rights. Dividend equivalent rights entitle the grantee to receive amounts equal to all or any of the regular cash dividends that would be paid on the shares underlying a grant if the shares had been delivered pursuant to such grant. The grantee will only have the rights of a general unsecured creditor of FHI until payment of such amounts is made as specified in the applicable award agreement. Dividend equivalent rights may be paid in cash, in shares of our common stock or in another form. The Compensation Committee will determine whether dividend equivalent rights will be conditioned upon the exercise of the award to which they relate (subject to compliance with Section 409A of the Code) and other terms and conditions, as determined by the Compensation Committee.
Other Stock-Based or Cash-Based Awards. Under the Amended Plan, the Compensation Committee may grant other types of equity-based, equity-related or cash-based awards (including retainers and meeting-based fees and the grant or offer for sale of unrestricted shares) in such amounts and subject to such terms and conditions that the Compensation Committee may determine. Such awards may include the transfer of actual shares to award recipients and may include awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
Adjustments. In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the Compensation Committee will adjust the maximum number of shares of our common stock reserved for stock issuance as grants and make adjustments as it deems appropriate in the terms of any outstanding awards (including, without limitation, the number of shares covered by each outstanding award, the type of property or securities to which the award relates and the exercise or strike price of any award) in order to prevent the enlargement or dilution of rights of grantees.
Transferability. Unless as otherwise provided in an award agreement or permitted by the Committee, no award (or any rights and obligations thereunder) granted to any person may be sold, exchanged, transferred, assigned, pledged, hypothecated or
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otherwise disposed of or hedged, in any manner, whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution.
Amendment; Termination. Our Board may suspend, discontinue, revise, amend or terminate the Amended Plan at any time, provided that no such amendment may materially adversely impair the rights of a grantee of an award without the grantee’s consent. Our stockholders must approve any amendment to the extent required to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency. Unless terminated sooner by our Board or extended with stockholder approval, the Amended Plan will terminate on the day immediately preceding the tenth anniversary of the date on which our stockholders approved the Amended Plan, but any outstanding award will remain in effect until the underlying shares are delivered or the award lapses.
Change in Control. Unless the Compensation Committee determines otherwise, or as otherwise provided in the applicable award agreement, each award will become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable upon a change in control and any shares deliverable pursuant to restricted stock units will be delivered promptly (but in no later than 15 days) following such change in control.
In the event of a change in control, a grantee’s award will be treated in accordance with one or more of the following methods, as determined by the Compensation Committee in its sole discretion: (i) settle such awards for an amount (as determined in the sole discretion of the Compensation Committee) of cash or securities, where in the case of stock options and stock appreciation rights, the value of such amount, if any, will be equal to the in-the-money spread value (if any) of such awards; (ii) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted, as determined by the Compensation Committee in its sole discretion; (iii) modify the terms of awards to add events, conditions or circumstances (including termination of directorship within a specified period after a change in control) upon which the vesting of such awards or lapse of restrictions thereon will accelerate; or (iv) provide that for a period of at least 20 days prior to the change in control, any stock options or stock appreciation rights that would not
otherwise become exercisable prior to the change in control will be exercisable as to all shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the change in control and if the change in control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any stock options or stock appreciation rights not exercised prior to the consummation of the change in control will terminate and be of no further force and effect as of the consummation of the change in control. In the event of a change in control where all stock options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Compensation Committee) of cash or securities, the Compensation Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the change in control transaction without payment of consideration thereof. Similar actions to those specified in this paragraph may be taken in the event of a merger or other corporate reorganization that does not constitute a change in control.
In general terms, a change in control under the Amended Plan occurs if:

during any period of not more than 36 months, individuals who constitute the Board as of the beginning of the period or whose appointment or election is endorsed by two-thirds of the incumbent directors no longer constitute a majority of the Board;

a person becomes a beneficial owner, directly or indirectly, of securities of FHI representing 50% or more of the voting power of our outstanding capital stock;

we consummate a merger, consolidation, statutory share exchange or similar form of corporate transaction that requires the approval of our stockholders, unless (a) more than 50% of the combined voting power of the surviving entity or its parent is represented by holders of our voting securities that were outstanding immediately prior to the transaction in substantially the same proportion as the voting power among such holders was held prior to the transaction, (b) no person is or becomes the beneficial owner of 50% or more of the combined voting power eligible to elect
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directors of the surviving entity or its parent and (c) the Board prior to the transaction constitutes at least 50% of the board of the surviving entity or its parent following the transaction;

we sell or dispose of all or substantially all of our assets; or

our stockholders approve a plan of complete liquidation or dissolution.
Clawback
All awards under the Amended Plan will be subject to any clawback or recapture policy that we may adopt from time to time.
Federal Income Tax Considerations
The following is a brief description of the principal U.S. federal income tax consequences generally arising with respect to awards under the Amended Plan. As non-employee directors, grantees are not subject to withholding by First Hawaiian and will remain responsible for their own tax obligations.
Nonstatutory Stock Options. A grantee under the 2016 Non-Employee Director Plan will not be subject to tax upon the grant of an option which is not intended to be (or does not qualify as) an incentive stock option (a “nonstatutory stock option”). Upon exercise of a nonstatutory stock option, an amount equal to the excess of the fair market value of the shares acquired on the date of exercise over the exercise price paid is taxable to the grantee as ordinary income, and such amount is generally deductible by us or one of our subsidiaries. A grantee’s basis in the shares received will equal the fair market value of the shares on the date of exercise, and a grantee’s holding period in such shares will begin on the day following the date of exercise.
Stock Appreciation Rights. A grantee will not be subject to tax upon the grant of a stock appreciation right. Upon exercise of a stock appreciation right, an amount equal to the cash and/or the fair market value (measured on the date of exercise) of the shares received will be taxable to the grantee as ordinary income, and such amount generally will be deductible by us or one of our subsidiaries. The basis in any shares received will be equal to the fair market value of such shares on the date of exercise, and the holding period in such shares will begin on the day following the date of exercise.
Restricted Shares. A grantee will not be subject to tax upon receipt of an award of shares subject to forfeiture conditions and transfer restrictions (the “restrictions”) under the plan unless he or she makes the election referred to below. Upon lapse of the restrictions, the grantee will recognize ordinary income equal to the fair market value of the shares on the date of lapse (less any amount paid for the shares). The basis in the shares received will be equal to the fair market value of the shares on the date the restrictions lapse, and the holding period in such shares begins on the day after the restrictions lapse. If any dividends are paid on such shares prior to the lapse of the restrictions they will be includible in the grantee’s income during the restricted period as additional compensation (and not as dividend income).
If permitted by the applicable award agreement, a grantee may elect, within thirty days after the date of the grant of the restricted stock, to recognize immediately (as ordinary income) the fair market value of the shares awarded (less any amount paid for the shares), determined on the date of grant (without regard to the restrictions). This election is made pursuant to Section 83(b) of the Code and the regulations thereunder. If a grantee makes this election, the holding period will begin the day after the date of grant, dividends paid on the shares will be subject to the normal rules regarding distributions on stock, and no additional income will be recognized by the grantee upon the lapse of the restrictions. However, if the restricted shares are forfeited before the restrictions lapse, no deduction or capital loss will be available to the grantee (even though the grantee previously recognized income with respect to such forfeited shares).
In the taxable year in which the grantee recognizes ordinary income on account of shares awarded, we or one of our subsidiaries generally will be entitled to a deduction equal to the amount of income recognized by the grantee. In the event that the restricted shares are forfeited by the grantee after having made the Section 83(b) election referred to above, we or one of our subsidiaries generally will include in our income the amount of our original deduction.
Restricted Stock Units. A grantee will not be subject to tax upon the grant of a restricted stock unit. Upon distribution of the cash and/or shares underlying the restricted stock units, the grantee will recognize as ordinary income an amount equal to the cash and/or fair market value (measured on the
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distribution date) of the shares received, and such amount will generally be deductible by us or one of our subsidiaries. The basis in any shares received will be equal to the fair market value of the shares on the date of distribution, and the holding period in such shares will begin on the day following the date of distribution. If any dividend equivalent amounts are paid to the grantee, they will be includible in his or her income as additional compensation (and not as dividend income).
Disposition of Shares. Unless stated otherwise above, upon the subsequent disposition of shares acquired under any of the preceding awards, the grantee will recognize capital gain or loss based upon the difference between the amount realized on such disposition and the basis in the shares, and such amount will be long-term capital gain or loss if such shares were held for more than 12 months.
Additional Medicare Tax. A grantee will also be subject to a 3.8% tax on the lesser of (i) his or her “net investment income” for the relevant taxable year and (ii) the excess of his or her modified adjusted gross income for the taxable year over a certain statutory threshold (between $125,000 and $250,000, depending on such grantee’s circumstances). The grantee’s net investment income generally includes net gains from the disposition of shares.
Section 409A. If an award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events as described above could apply earlier than described and could result in the imposition of additional taxes and penalties.
New Plan Benefits
Under our director compensation program, the Compensation Committee provides an annual equity compensation grant in the form of restricted stock units to each non-employee director of our board on the date of our annual stockholders’ meeting with a value of $70,000. The number of restricted stock units that each non-employee director receives is generally determined based on the closing price of First Hawaiian’s common stock on the grant date. Accordingly, the benefits or amounts that we expect will be received by or allocated to each of our non-employee directors under the Amended Plan in respect of 2021 are set forth below, which assume that there will be no changes to our board membership or director compensation program (no such changes are expected); provided that the number of units set forth below was determined using First Hawaiian’s closing stock price as of First Hawaiian’s 2020 annual meeting of stockholders (because the stock price on the date of the 2021 Annual Meeting is not yet determinable).
New Plan Benefits
First Hawaiian, Inc. Amended & Restated 2016 Non-Employee Director Plan
Name and Position
Dollar Value (S)
Number of Units
Robert Harrison
Chief Executive Officer
Ravi Mallela
EVP and Chief Financial Officer
Alan Arizumi
Vice Chairman, Wealth Management Group
Lance Mizumoto
Vice Chairman and Chief Lending Officer, Commercial Banking Group
Ralph Mesick
Vice Chairman and Chief Risk Officer
Executive Group
Non-Employee Directors(1) $ 490,000 30,793
Non-Executive Officer Employee Group
(1)
If the number of units was instead determined using $27.89, which was First Hawaiian’s closing stock price as of the record date (February 26, 2021), the number of units that would be received by all of our non-employee directors as a group would be 17,569.
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Additional Information
The following table sets forth information about the Company common stock that may be issued upon the exercise of stock options, warrants and rights
under all of the Company’s equity compensation plans as of December 31, 2020.
Plan Category
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
Equity compensation plans approved by security holders 1,163,209 4,358,977
Equity compensation plans not approved by security holder
Total
1,163,209 4,358,977
Required Vote
Approval of the Amended Plan requires the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting,
in person or by proxy, and entitled to vote thereon. Abstentions will have the effect of voting against this proposal.
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The Board of Directors unanimously recommends that you vote FOR the approval of the amendment and restatement of the First Hawaiian, Inc. 2016 Non-Employee Director Plan principally to increase the number of shares of common stock that can be awarded under that plan.
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EXECUTIVE COMPENSATION
PROPOSAL 3—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Advisory Vote on the Compensation of our Named Executive Officers
Proposal

We are asking stockholders to approve the compensation of the named executive officers, as discussed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
The Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation paid to our named executive officers.
As required by federal securities laws, we are providing our stockholders with the opportunity to vote on an advisory basis on the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to endorse or not endorse our executive pay program and policies. The Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions
expressed by stockholders and will consider, among other things, the outcome of the vote when making future compensation decisions for our executive officers.
As described in the “Compensation Discussion and Analysis” included in this Proxy Statement, our executive compensation program provides a mix of salary, incentives and benefits and is designed to support the Company’s long-term success by achieving the following objectives:
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1.
PERFORMANCE
FOCUS
Establishes appropriate, yet challenging, performance goals for our incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance
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2.
RISK
MANAGEMENT
Encourages sustainable performance over time and discourages excessive risk-taking
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3.
BALANCE
Utilizes incentive plan components that are quantitative and linked to stockholder return and financial results and are balanced by key individual performance objectives qualitatively evaluated by our Compensation Committee
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4.
COMPETITIVE
Provides a competitive pay program that is forward-looking and that will attract and retain high-quality executives who can produce outstanding results for the Company
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5.
STEWARDSHIP
Focuses on the performance of the Company as a whole, as well as individual goals, while promoting our culture and rewarding adherence to our risk framework
We urge stockholders to read the “Compensation Discussion and Analysis” and the related narrative and tabular compensation disclosure included in this Proxy Statement. The “Compensation Discussion and Analysis” provides detailed information regarding our executive compensation program and policies
and procedures, as well as the compensation of our named executive officers.
Our Board believes that our current executive compensation program appropriately links compensation realized by our executive officers to our performance and properly aligns the interests of our executives with those of our stockholders.
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EXECUTIVE COMPENSATION
Required Vote
Adoption of an advisory resolution approving the compensation of the named executive officers as disclosed in this Proxy Statement requires the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Our Board recommends that stockholders vote in favor of the following resolution:
“Resolved, that our stockholders approve, on an advisory basis, the compensation of our Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion disclosed in this proxy statement.”
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Our Board recommends a vote FOR our executive compensation (an advisory, non-binding “say-on-pay” resolution).