DEF 14A of Bank Of Hawaii Corp, Mar 13, 2026

DEF 14A of Bank Of Hawaii Corp

Filed Mar 13, 2026 · FY20250000046195-26-000022

Open on EDGAR

  1. Attributes and Skills of the Nominees

    Attributes and Skills of the Nominees Nominees for directors are selected based on, among other criteria, their integrity, informed judgment, financial literacy, high performance standards, accomplishments and reputation in the community, experience, skill sets, ability to commit adequate time to Board and committee matters, and to act on behalf of shareholders. The criteria also includes a determination of the needs of the Board and of the individual’s personal qualities and characteristics with those of the other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders. The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of background and viewpoint, and professional and community contacts relevant to the Company’s business.

  2. Attributes and Skills of the Nominees

    | 12 Director Nominees: | Erickson | Feldman | Hulst | Lucien | Mills | Moy | Nichols | Polk | Tokioka | Vara | Vares-Lum | Wo | | Experience and Skills | | | | | | | | | | | | | | Finance | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Banking | ✓ | | | ✓ | | | ✓ | ✓ | | | | | | Technology | | | ✓ | | | | ✓ | | ✓ | | | | | Retail | | ✓ | | | ✓ | | ✓ | | | | | ✓ | | Tourism | | | | | ✓ | | | | | | | | | Marketing/Communications | | | ✓ | | | | ✓ | | | | ✓ | | | International Experience | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Health | | | | | | | | | | ✓ | | | | Education | | | | | ✓ | | ✓ | | | | ✓ | | | Community | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Hawai‘i Market | | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Human Resources | | | | | | | ✓ | | | | | | | Government Experience | | | | | | | | | | ✓ | ✓ | | | Energy | | | | | | ✓ | | | | | | | | Risk Management | ✓ | | | | ✓ | | ✓ | | ✓ | ✓ | ✓ | | | CEO Experience | | ✓ | | ✓ | | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Background | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | Male | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | ✓ | | ✓ | | Female | | | ✓ | | | ✓ | | | ✓ | | ✓ | | | Race | | | | | | | | | | | | | | American Indian or Alaskan Native | | | | | | | | | | | | | | Asian | | | | | | ✓ | | | ✓ | | ✓ | ✓ | | Black or African American | | | | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | ✓ | | | | | | ✓ | | | White | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Age/Tenure | | | | | | | | | | | | | | Age | 64 | 53 | 52 | 72 | 56 | 48 | 69 | 59 | 55 | 56 | 58 | 73 | | Years on the Board | 6 | 6 | 6 | 19 | 4 | 8 | 11 | 0 | 5 | 12 | 2 | 23 |

  3. Attributes and Skills of the Nominees

    | 10 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  4. Qualifications and Experience

    Qualifications and Experience

  5. Qualifications and Experience

    | JOHN C. ERICKSON Age: 64 Director since: 2019 | | JOSHUA D. FELDMAN Age: 53 Director since: 2019 | | | INDEPENDENT DIRECTOR Skills: Finance, Banking, International Experience, Risk Management Key Experience and Qualifications A seasoned financial services executive with over 40 years in the industry, Mr. Erickson brings a wealth of strategic, operational and management experience having led a wide range of business units, including commercial lending, deposits, risk management, capital markets and wealth management. Mr. Erickson worked with Union Bank/MUFG in California until 2014, and his tenure included serving as Vice Chairman in the Chief Risk Officer and Chief Corporate Banking Officer roles. In addition, he served on the board of Zions Bancorporation, a publicly traded financial services holding company, as Chairman of the Risk Oversight Committee and as a member of the Audit Committee from 2014 to 2016. He served on the board of Luther Burbank Corporation, a publicly traded financial services holding company, from 2017 to 2024 and was a member of its Audit & Risk and Compensation Committees. In September 2023, he joined the board of National Mortgage Insurance Holdings, a publicly traded holding company, and serves on the Audit Committee as well as on the Risk Committee. Mr. Erickson’s strong banking, risk management, board and executive background qualify him to serve on our Board, the Risk Management Committee, and as Chair of the Audit Committee. Career Highlights •Mr. Erickson began his career at Union Bank in 1983 and served in various leadership roles including Vice Chairman, Chief Corporate Banking Officer responsible for Commercial Banking, Real Estate Industries, Global Treasury Management, Global Capital Markets, and Wealth Management, and as Vice Chairman and Chief Risk Officer responsible for enterprise-wide risk management and regulatory relations. Other Professional Experience and Community Involvement •Mr. Erickson served on the boards of the California Bankers Association, The Living Desert as a member of the Finance and Long Range Planning Committees, and The Music Center as its Treasurer and member of the Executive Committee. •Mr. Erickson was a member of the Audit Committee Roundtable of Orange County, the Financial Services Board Roundtable, and the American Bankers Association Bankers Council. Education •Mr. Erickson received his bachelor’s degree with an emphasis in economics, and his M.B.A. with an emphasis in finance from the University of Southern California. | | INDEPENDENT DIRECTOR Skills: Retail, International Experience, Community, Hawai‘i Market, CEO Experience Key Experience and Qualifications Mr. Feldman is President and CEO of Tori Richard, Ltd., founded in 1956. Tori Richard, Ltd. is a Honolulu-based manufacturer, wholesaler and retailer of branded resort apparel, licensed apparel products, private label clothing and uniforms. He began his career in 1994 and was appointed President and CEO in 2004. Mr. Feldman has a solid understanding of the Hawai‘i marketplace and his accomplishments locally and globally evidence his strategic and progressive insights and operational expertise. His skills, background and experience as an innovator in the retail sector bring a valuable perspective to the Board and qualify him to serve on the Board and the Human Resources & Compensation and Risk Management Committees. Career Highlights •Under his leadership, the company has grown dramatically and has built a portfolio of authentic heritage brands. Mr. Feldman created Tori Richard’s retail division, TR Retail LLC, relaunched the women’s division, acquired Kahala Sportswear from Minami Sport of Japan, and formed a joint venture to provide bundled uniform services for the hospitality market. In 2025, Mr. Feldman acquired Birdwell Beach Britches, a made-in-USA heritage apparel brand founded in California in 1961. •Tori Richard, Ltd. is a group of subsidiary branded and private label products sold in over 1,500 specialty and department store locations throughout the world. The company operates 21 company-owned stores in the state of Hawai‘i and the US Mainland and has offices in Hawai‘i, California, Florida and New York. Other Professional Experience and Community Involvement •Mr. Feldman is committed to the community, having served on the boards of Hawai‘i Public Radio, the Young Presidents’ Organization and as a director of Bikeshare Hawai‘i. •He currently serves on the board of trustees of the Honolulu Museum of Art and as an advisory board member for Holomua Collective. Education •Mr. Feldman graduated magna cum laude with a bachelor’s degree from the University of California, San Diego. | |

  6. Qualifications and Experience

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 11 |

  7. Qualifications and Experience

    | MICHELLE E. HULST Age: 52 Director since: 2019 | | KENT T. LUCIEN Age: 72 Director since: 2006 | | | INDEPENDENT DIRECTOR Skills: Technology, Marketing/Communications, International Experience Key Experience and Qualifications Ms. Hulst currently serves as Strategic Advisor at GumGum. She previously served as GumGum's President from September 2023 to March 2025 where she led GumGum’s global advertising business and drove the worldwide adoption of GumGum’s platform for the future of digital advertising. Ms. Hulst served as Executive Vice President, Global Data & Strategy, Chief Operating Officer and Chief Data Officer at The Trade Desk, Inc. from July 2020 to July 2022. She oversaw all aspects of The Trade Desk’s operations, including client services, commercial enablement, technical account management, data partnerships and the company’s rapid geographic expansion. Ms. Hulst also served as Group Vice President of Marketing and Strategic Partnerships at Oracle Data Cloud in San Francisco from 2015 to 2020, and was charged with developing business and data partnerships. Her expertise in digital marketing and strategic growth, developing strong alliances, and advancing key relationships are valuable skills as the Bank continues to evolve and innovate in today’s data-driven landscape. Her educational background, professional experience, and skill set qualifies her to serve on our Board, the Human Resources & Compensation and Nominating & Corporate Governance Committees. Career Highlights •Prior to Oracle Data Cloud, Ms. Hulst worked at Datalogix Inc., from 2006 to 2015, where she served as Senior Vice President of Strategic Partnerships and Business Development. During her tenure at Datalogix, Inc., she led the global deal team’s execution of pivotal partnerships with companies such as Facebook, Twitter, and Google, which were instrumental in the transformation of the business. She also was a member of the executive team that led the sale of Datalogix to Oracle. Other Professional Experience and Community Involvement •Ms. Hulst currently serves as an advisor to Conquer AI, which helps global enterprises solve complex technology challenges through cutting edge AI software. Ms. Hulst also worked at Entertainment Publications, an operating business of IAC/InterActiveCorp, where she held several positions, including Vice President. Ms. Hulst served on the boards of Ad Council, a nonprofit organization that drives the pro bono efforts of the advertising, media and tech industries and Makers, an organization that is dedicated to advancing women in the workplace. Education •Ms. Hulst earned a bachelor’s degree in organizational psychology from the University of Michigan and her M.B.A., with an emphasis in strategy, marketing and entrepreneurship, from Northwestern University’s Kellogg School of Management. | | INDEPENDENT DIRECTOR Skills: Finance, Banking, Community, Hawai‘i Market, CEO Experience Key Experience and Qualifications Mr. Lucien’s senior executive experience in major Hawai‘i businesses and strong finance and accounting background, coupled with his deep knowledge of the Company’s finances gained during his tenure with the Company makes him a valuable member of the Board and the Audit Committee. Mr. Lucien was elected to the Board in 2006 and served as Chair of the Audit Committee prior to becoming the Company’s Chief Financial Officer in 2008. Career Highlights •Mr. Lucien served as Vice Chair and Chief Strategy Officer from March 2017 to April 2020 and executed the Bank’s key strategic initiatives, including the “Branch of Tomorrow” modernization project and leveraging information and technology to reshape the delivery of banking services, products and experiences with a customer focus. •Mr. Lucien served as Vice Chair and Chief Financial Officer of the Company from April 2008 to February 2017. Other Professional Experience and Community Involvement •Prior to his employment with the Company, Mr. Lucien served as a Trustee for C. Brewer & Co. Ltd., (a Hawai‘i corporation engaged in agriculture, real estate and power production) and also held key executive positions at C. Brewer & Co. Ltd., including Chief Executive Officer of Operations, Controller, and Chief Financial Officer. •He also worked for Pricewaterhouse Coopers and is a Certified Public Accountant (inactive). •He served on the board of Wailuku Water Company LLC. Education •Mr. Lucien received his bachelor’s degree from Occidental College and his M.B.A. from Stanford University. | |

  8. Qualifications and Experience

    | 12 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  9. Qualifications and Experience

    | ELLIOT K. MILLS Age: 56 Director since: 2021 | | ALICIA E. MOY Age: 48 Director since: 2017 | | | INDEPENDENT DIRECTOR Skills: Finance, Retail, Tourism, Education, Community, Hawai‘i Market, Risk Management Key Experience and Qualifications Mr. Mills brings an abundance of expertise and insight of Hawai‘i’s local travel industry to Bank of Hawai‘i. His knowledge and leadership developed over 25 years in resort management brings a valuable perspective to the Board and qualifies him to serve on the Board, the Human Resources & Compensation and Nominating & Corporate Governance Committees. Career Highlights •Mr. Mills serves as CEO of Hawai‘i Hospitality Group. Mr. Mills previously served as Vice President of Hotel Operations for Disneyland Resort and Aulani, A Disney Resort and Spa from December 2016 to March 2025. Mr. Mills was responsible for overseeing all operations for the Disneyland Hotel, Disney’s Paradise Pier Hotel and Disney’s Grand Californian Hotel & Spa in Anaheim, California, and Aulani, A Disney Resort & Spa, in Ko Olina on O‘ahu. •Mr. Mills had a special focus on advancing Hawaiian culture and values as the focal point for Aulani’s unique hospitality and service experience. Other Professional Experience and Community Involvement •Mr. Mills has held various executive and resort management positions on the islands of O‘ahu, Kaua‘i and Maui at top travel companies, including Hyatt, Marriott and Outrigger. Prior to Disney, he held the positions of General Manager at both Outrigger Hotels & Resorts on O‘ahu and at Kaua‘i Marriott Resort. •Mr. Mills serves on a variety of boards, including Hawaii Medical Service Association, Hawai‘i Community Foundation and the Hawai‘i Visitors and Convention Bureau. He also currently serves a trustee of Kamehameha Schools. Education •Mr. Mills holds a degree in business administration with an emphasis in travel industry management from the University of Hawai‘i at Mānoa, and has completed the Cornell Hospitality Management General Managers Program. | | INDEPENDENT DIRECTOR Skills: Finance, International Experience, Community, Hawai‘i Market, Energy, CEO Experience Key Experience and Qualifications Ms. Moy’s expertise in utilities and energy has given her a unique and holistic perspective on the integrated nature of Hawai‘i’s energy ecosystem and how it is transforming to meet the state’s renewable energy and carbon neutrality goals. Given the importance of energy in Hawai‘i and how it impacts all consumers in the state, Ms. Moy’s perspective in this key segment of the markets the Bank serves brings valuable insights to the Board’s deliberations. Her leadership in this industry along with her strong executive background in finance and strategic planning qualify her to serve on the Board, the Audit Committee, and as Chair of the Risk Management Committee. Career Highlights •Ms. Moy has been President and Chief Executive Officer of Hawai‘i Gas since 2013, which is the state’s only government-franchised, full-service gas company. Ms. Moy also serves as President of AMF Hawai‘i Investments Holdings, LLC, the parent company of Hawai‘i Gas, as well as several other smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawai‘i. •From 2001 to 2013, Ms. Moy was Senior Vice President with Macquarie Infrastructure and Real Assets (“MIRA”), where she oversaw corporate strategy, strategic planning, funding and management of several MIRA-managed utility companies, including Hawai‘i Gas. Other Professional Experience and Community Involvement •Ms. Moy has served as a member of Hawai‘i Gas’s board of directors since 2011. From 1999-2001, Ms. Moy worked for Morgan Stanley in the Investment Banking division, where she was involved in corporate finance and mergers and acquisitions for private equity clients. •Ms. Moy is a member of the Hawai‘i Business Roundtable and the Military Affairs Council. She serves on the boards of the Western Energy Institute and The Nature Conservancy of Hawai‘i. She also sits on the advisory board for Women in Renewable Energy and Holomua Collective. Education •Ms. Moy holds a bachelor’s degree in finance and marketing from the University of Miami and a master’s degree in finance from INSEAD. | |

  10. Qualifications and Experience

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 13 |

  11. Qualifications and Experience

    | VICTOR K. NICHOLS Age: 69 Director since: 2014 | | JAMES C. POLK Age: 59 Appointment Effective: April 1, 2026 | | | INDEPENDENT DIRECTOR Skills: Finance, Banking, Technology, Retail, Marketing/Communications, International Experience, Education, Community, Human Resources, Risk Management, CEO Experience Key Experience and Qualifications Mr. Nichols’s over 40 years of executive leadership experience and knowledge in both information technology and the financial services industry, as well as his background and expertise in marketing, data analytics and strategic planning, add a valuable global perspective to the Board in understanding the increasingly important role information technology has in the financial services industry. Mr. Nichols’s background, experience, attributes and skills qualify him to serve on the Board, the Audit Committee, and the Risk Management Committee. Career Highlights •Mr. Nichols is the Chairman of Make-A-Wish, International, a not-for-profit foundation providing life changing wishes to ill children in 50 countries outside of the U.S., and has held that position since November 2022. •Mr. Nichols served as an independent advisor to Harland Clarke Holdings (now named Vericast); former Chairman of Harland Clarke Holdings from January to June 2019, and previously served as its Chief Executive Officer from January 2017. As its CEO, Mr. Nichols oversaw Harland Clarke, Scantron, Retail Me Not, and Valassis. He was Chief Executive Officer of Valassis, a leader in intelligent media delivery from April 2015 through December 2016. •Mr. Nichols previously served as Chief Executive Officer of North America, Managing Director of EMEA, and President of Global Consumer Services for Experian, the leading global information services company providing data and analytical tools to clients around the world. •Prior to joining Experian, Mr. Nichols served as Chief Information Officer at Wells Fargo & Company. •Mr. Nichols was President of Safeguard Business Systems and held senior positions at Bank of America in interstate banking integration, consumer loan services, and operations. •Mr. Nichols was past President and founding partner of VICOR, Inc., an advanced technology engineering firm leading business transformation with a concentration in the financial services industry. Other Professional Experience and Community Involvement •Mr. Nichols was a director of Revlon, Inc. from 2019 until 2023, and served as a member of Revlon’s audit committee and later the restructuring committee. He served as a director of Zovio, an education technology services company (formerly Bridgepoint Education, Inc.) from 2014 to 2022. He served as chairman of Zovio's compensation committee and as a member of its audit committee and the merger and acquisition oversight committee. Mr. Nichols is an advisor to Trusona, a passwordless identity authentication company, and to Shield3 (aka Minty), a Web 3.0 Security start up. He has been an Advisor to Mitek, an identification technology provider, and to Bloom, a global consumer data provider. •In addition, Mr. Nichols is a past member of the Economics Leadership Council, University of California, San Diego, served on the Leadership Council for UCI Donald Bren School of Information and Computer Sciences, and served on the Dean’s Advisory Board, University of California, Irvine Merage School. Education •Mr. Nichols holds a Bachelor of Science degree in economics from the University of California, San Diego, and an M.B.A. in finance from the University of California, Berkeley. | | Skills: Finance, Banking, International Experience, Community, Hawai‘i Market Key Experience and Qualifications As recently appointed CEO, Mr. Polk is focused on the Bank’s longstanding strategy of providing financial products and services that are world-class in quality and locally coveted in the markets we serve. He understands that his commitment to the Bank’s employees and the community are important drivers of the Bank’s continued long-term success. Mr. Polk's 26-year career at Bank of Hawai‘i, serving in multiple leadership roles, overseeing many major aspects of the Company’s business, his deep knowledge of our markets, community and culture, and his 36 years of experience in the financial services industry make him well qualified for service on our Board. Bank of Hawai‘i continues to receive industry and press recognition locally and nationally. In 2025, Bank of Hawai‘i had the largest share of deposits among all FDIC-insured financial institutions in Hawai‘i. In 2025, the Bank was ranked number 12 among the “Most Trustworthy Companies in America” in the banking industry category by Newsweek, and Bank of Hawai‘i was the only Hawai‘i business listed. Also in 2025, the Bank was named “Hawai‘i’s Best Bank” by the readers of the major newspapers across the state, including the Honolulu Star-Advertiser, The Garden Island, Hawai‘i Tribune-Herald and West Hawai‘i Today. Career Highlights •Mr. Polk will serve as CEO and President of the Company beginning April 1, 2026. He has served as President from July 2024 to present; Vice Chair from 2016 to 2026 and Chief Banking Officer from 2021 to 2026; Senior Executive Vice President and Manager of the Bank's Hawai‘i Commercial Banking Division from 2009 to 2016; and Executive Vice President and Pacific Islands Division Manager from 2006 to 2009. Other Professional Experience and Community Involvement •Mr. Polk is active in the Hawai‘i community and serves as a board member for the Hawaii Medical Service Association and After-School All-Stars Hawaii. Education •Mr. Polk holds a Bachelor of Science degree in economics from the University of Michigan and is a graduate of Harvard Business School's Advanced Management Program, as well as a graduate of the Pacific Coast Banking School at the University of Washington. | |

  12. Qualifications and Experience

    | 14 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  13. Qualifications and Experience

    | DANA M. TOKIOKA Age: 55 Director since: 2020 | | RAYMOND P. VARA, JR. Age: 56 Director since: 2013 | | | INDEPENDENT DIRECTOR Skills: Finance, Technology, Community, Hawai‘i Market, Risk Management Key Experience and Qualifications Ms. Tokioka’s strong leadership and strategic experience in IT and Finance in the insurance industry, a key segment of the markets we serve, combined with her risk management and legal background bring valuable insights to the Board’s deliberations at a time of rapidly advancing technologies and changing business models. Her professional experiences and unique skill set qualify her to serve on the Board. Career Highlights •Ms. Tokioka serves as President of Tradewind Group Foundation, which supports over 120 nonprofit organizations annually and Vice President of Community Engagement at Atlas Insurance Agency. Ms. Tokioka served as Vice President of Special Projects at Atlas Insurance Agency from 2010 through 2025 where she spearheaded and refined numerous initiatives, transforming the business and helping Atlas become recognized as a nationally ranked top 100 independent agency. While at Atlas, she developed and executed multiple IT initiatives, established financial reporting metrics, and engineered and directed multi-layered risk programs for financial institutions, service-based organizations, construction firms and other business enterprises. •Prior to Atlas Insurance, Ms. Tokioka practiced both real estate and corporate law in California, representing numerous technology companies and performing due diligence for financings and M&A transactions. She negotiated terms and conditions for software, hardware, and consulting agreements and for strategic alliances with U.S. and international corporations. Ms. Tokioka also worked for Booz Allen Hamilton as an Economic Business Analyst to perform economic and cost analysis for IT systems as well as strategize financial and programmatic assessments for the U.S. Army. Other Professional Experience and Community Involvement •Ms. Tokioka was a member of the Board of Directors of Tradewind Capital Group, a Hawai‘i-based investment firm focused on real estate and private equity opportunities and was a board member of IC international, a surplus lines insurance broker. •Ms. Tokioka is a dedicated supporter of the Hawai‘i nonprofit community. She currently serves on the Board of the Pacific Asian Center for Entrepreneurship at the University of Hawai‘i at Mānoa Shidler College of Business and Hawai‘i Public Radio, and on the Advisory Board for Teach for America - Hawai‘i. She previously served as Chair of the Board of Directors of the YWCA Honolulu and on the boards of Hawai‘i Theatre and Hawaii Imin Shiryo Hozon Kai, a nonprofit focused on sharing the Japanese immigrant experience in Hawai‘i. Education •Ms. Tokioka is a graduate of Tufts University with a Bachelor of Arts degree, cum laude, in history. She received her M.B.A. from the McDonough School of Business at Georgetown University and her Juris Doctor from the Georgetown University Law Center. | | INDEPENDENT DIRECTOR Skills: Finance, Health, Community, Hawai‘i Market, Government Experience, Risk Management, CEO Experience Key Experience and Qualifications Mr. Vara’s financial and operational background coupled with his senior executive and audit committee experience make him qualified to serve as Chair of the Company’s Board and its Nominating & Corporate Governance Committee. His community involvement and leadership of Hawai‘i’s largest health care provider and non-governmental employer also bring a valuable perspective of a key segment of the markets we serve. Career Highlights •Mr. Vara was named Hawaii Business magazine CEO of the Year 2021. •As President and CEO of Hawai‘i Pacific Health, he oversees Hawai‘i’s largest health care provider comprised of Straub Benioff Medical Center, Kapi‘olani Medical Center for Women & Children, Pali Momi Medical Center, Wilcox Medical Center and Hawai‘i Pacific Health Medical Group with over 70 locations. •Prior to his appointment to CEO in 2012, Mr. Vara served as its Executive Vice President and Chief Executive Officer of Operations of Hawai‘i Pacific Health since 2004. •Mr. Vara also served as Chief Financial Officer and Chief Executive Officer for Los Alamos Medical Center in New Mexico, an integrated health care service provider. Other Professional Experience and Community Involvement •Prior to joining the private sector, Mr. Vara held various positions in the United States Army, including Deputy Chief Financial Officer of the Madigan Army Medical Center in Tacoma, Washington, and Assistant Administrator and Chief Financial Officer of Bassett Army Community Hospital in Fairbanks, Alaska. •Mr. Vara is active in the Hawai‘i community and serves as a director on several boards, including Hawai‘i Executive Collaborative, Island Insurance Company, Ltd., Tradewind Capital Group, Tradewind Group, Inc., and American Heart Association-National Board, where he serves as Immediate Past-Chairman. Education •Mr. Vara holds a bachelor’s degree in business administration from Hawai‘i Pacific University and received his M.B.A. from the University of Alaska at Fairbanks. | |

  14. Qualifications and Experience

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 15 |

  15. Qualifications and Experience

    | SUZANNE P. VARES-LUM Age: 58 Director since: 2023 | | ROBERT W. WO Age: 73 Director since: 2002 | | | INDEPENDENT DIRECTOR Skills: Marketing/Communications, International Experience, Education, Community, Hawai‘i Market, Government Experience, Risk Management, CEO Experience Key Experience and Qualifications Ms. Vares-Lum is a retired Major General in the U.S. Army. She joined the Board in 2023, and her decades of executive leadership and planning experience qualify her to serve on the Board and Nominating & Corporate Governance Committee. Career Highlights •Ms. Vares-Lum serves as Director of Daniel K. Inouye Asia Pacific Center for Security Studies since January 2025. •Ms. Vares-Lum served as President of the East-West Center from January 2022 to December 2024. She is the first woman and Native Hawaiian to serve as President since the Center’s establishment in 1960. In 2022, she launched a new strategic plan that advances the Center’s mission to promote understanding and relationships among people and nations of the U.S., Asia and Pacific through cooperative study, research and dialogue. •Ms. Vares-Lum formed Vares-Lum Indo-Pacific Consulting, LLC to provide consulting and advising on regional issues. She is an advocate for education and building bridges across the Indo-Pacific, and has led collaborative initiatives in the region. •As a retired Major General with 34 years of service, Ms. Vares-Lum has held key roles addressing priority national security challenges in the region, with over five years serving with and advising the most senior officials at U.S. Indo-Pacific Command, where she cultivated and maintained key relationships with nations throughout the Indo-Pacific region. Other Professional Experience and Community Involvement •Ms. Vares-Lum serves on the Pacific International Center for High Technology Research. •Ms. Vares-Lum is a current member of the U.S.-Japan Council and has also served on committees that promote Hawai‘i’s economic diversification, workforce development, and community dialogue on issues regarding land and water. •In addition to her military and community awards, she is the recipient of the 2023 Girl Scouts of Hawai‘i Women of Distinction Award, and a 2017 Ellis Island Medal of Honor Awardee. Education •Ms. Vares-Lum received her Bachelor of Arts degree in Journalism in 1989 and her Master of Education in Teaching in 1996 from the University of Hawai‘i at Mānoa. As a graduate of the U.S. Army War College, she earned a Master of Strategic Studies degree in 2011. In 2019, she became a National Security Fellow of the Maxwell School of Citizenship and Public Affairs at Syracuse University. She is also an alumna of the Daniel K. Inouye Asia-Pacific Center for Security Studies. | | INDEPENDENT DIRECTOR Skills: Retail, International Experience, Community, Hawai‘i Market, CEO Experience Key Experience and Qualifications As Owner and Director of C.S. Wo & Sons, Ltd. since 1984, Mr. Wo has led this third-generation family-owned and operated business to become Hawai‘i’s largest furniture retailer, ranking it among the Top 250 companies in the state of Hawai‘i and among the Top 100 furniture retailers in the nation. Mr. Wo’s knowledge and experience in operating a business in the Company’s core market as a major employer in the State and deep involvement in the community qualify him for service on the Board, as Chair of the Human Resources & Compensation Committee and as a Member of the Nominating & Corporate Governance Committee. Career Highlights •Mr. Wo has been the Owner and Director of C.S. Wo & Sons, Ltd. since 1984. Other Professional Experience and Community Involvement •Mr. Wo is active in the community, having served on the boards of Aloha United Way, Junior Achievement of Hawaii, Rotary Club of Honolulu, Retail Merchants of Hawaii, and Hawaii Medical Service Association. He currently serves on the boards of Assets School and ‘Iolani School. •Mr. Wo is a past member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawai‘i, and continues to serve on its Education Committee. Education •Mr. Wo received his bachelor’s degree in economics from Stanford University and earned his M.B.A. from Harvard Business School. | |

  16. Qualifications and Experience

    | 16 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  17. Qualifications and Experience

    BENEFICIAL OWNERSHIP At the close of business on February 27, 2026, Bank of Hawaii Corporation had 39,725,521 shares of its common stock outstanding. As of February 27, 2026, the following table shows the amount of Bank of Hawaii Corporation common stock owned by (i) each person or entity who is known by us to beneficially own more than five percent of Bank of Hawaii Corporation’s common stock; (ii) each current director and director nominee, (iii) each of the executive officers named in the Summary Compensation Table (the “named executive officers”), and (iv) all of our directors and executive officers as a group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of common stock beneficially owned. Share ownership has been computed in accordance with SEC rules and does not necessarily indicate beneficial ownership for any other purpose.

  18. Qualifications and Experience

    | Name | Number of Shares Beneficially Owned | Right to Acquire Within 60 Days | Total | Percent of Outstanding Shares as of February 27, 2026 | | More than Five Percent Beneficial Ownership | | | | | | BlackRock, Inc. 50 Hudson Yards New York, New York 10055 | 5,825,514(1) | — | 5,825,514 | 14.66% | | The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 4,565,434(2) | — | 4,565,434 | 11.49% | | State Street Corporation 1 Congress Street, Suite 1 Boston, Massachusetts 02114-2016 | 2,177,539(3) | — | 2,177,539 | 5.48% | | Current Directors and Director Nominees | | | | | | John C. Erickson | 9,491(4)(5) | 987 | 10,478 | * | | Joshua D. Feldman | 7,096(4) | 987 | 8,083 | * | | Michelle E. Hulst | 5,695(4) | 987 | 6,682 | * | | Kent T. Lucien | 41,139(4)(5)(6) | 987 | 42,126 | * | | Elliot K. Mills | 4,332(4) | 987 | 5,319 | * | | Alicia E. Moy | 11,591(4) | 987 | 12,578 | * | | Victor K. Nichols | 30,396(4) | 987 | 31,383 | * | | James C. Polk | 125,367(5) | — | 125,367 | * | | Dana M. Tokioka | 5,536(4) | 987 | 6,523 | * | | Raymond P. Vara, Jr. | 10,987(4) | 987 | 11,974 | * | | Suzanne P. Vares-Lum | 2,634(4) | 987 | 3,621 | * | | Robert W. Wo | 89,727(4)(5) | 987 | 90,714 | * | | Named Executive Officers | | | | | | Peter S. Ho | 246,539 | — | 246,539 | * | | Bradley S. Satenberg | 21,862 | — | 21,862 | * | | Dean Y. Shigemura | 61,662(5) | — | 61,662 | * | | S. Bradley Shairson | 49,566 | — | 49,566 | * | | Marco A. Abbruzzese | 28,731 | — | 28,731 | * | | Patrick M. McGuirk | 30,479 | — | 30,479 | * | | All current directors, director nominees, and executive officers as a group (19 persons) | 771,927 | 10,857 | 782,784 | 1.97% |

  19. Qualifications and Experience

    * Less than one percent (1)According to its Schedule 13F-HR filed with the SEC on February 12, 2026, BlackRock, Inc. is a parent holding company or control person and may be deemed to have beneficial ownership as of December 31, 2025 of 5,825,514 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares except subsidiary BlackRock Fund Advisors. According to the same filing, BlackRock, Inc. has sole power to vote or to direct the vote over 5,718,569 of those shares and sole power to dispose or to direct the disposition of 5,825,514 shares. (2)According to its Schedule 13F-HR filed with the SEC on January 29, 2026, The Vanguard Group is an investment adviser and its subsidiaries may be deemed to have beneficial ownership as of December 31, 2025, of 4,565,434 shares of Bank of Hawaii Corporation common stock owned by

  20. Qualifications and Experience

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 17 |

  21. Qualifications and Experience

    its clients, none known to have more than five percent of outstanding shares. According to the same filing, The Vanguard Group has shared power to vote or to direct the vote over 277,311 of those shares, and sole power to dispose or to direct the disposition of 4,565,434 shares. (3)According to its Schedule 13F-HR filed with the SEC on February 13, 2026, State Street Corporation is a parent holding company and may be deemed to have beneficial ownership as of December 31, 2025 of 2,177,539 shares of Bank of Hawaii Corporation common stock owned by its clients. According to the same filing, State Street Corporation has sole power to vote or to direct the vote over 224,494 of those shares, shared power to vote or to direct the vote over 566 of those shares, and shared power to dispose or to direct the disposition of 2,177,539 shares. (4)Represents common stock directly owned and restricted shares under the Director Stock Program that will be distributed within 60 days of February 27, 2026: Mr. Erickson, 987 shares; Mr. Feldman, 987 shares; Ms. Hulst, 987 shares; Mr. Lucien, 987 shares; Mr. Mills, 987 shares; Ms. Moy, 987 shares; Mr. Nichols, 987 shares; Ms. Tokioka, 987 shares; Mr. Vara, 987 shares; Ms. Vares-Lum, 987 shares and Mr. Wo, 987 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Mills, 630 shares; Nichols, 14,150 shares and Wo, 34,906 shares. (5)Includes shares held individually or jointly by family members as to which the specified director or officer may be deemed to have shared voting or investment power as follows: Mr. Erickson, 9,491 shares; Mr. Lucien, 4,500 shares; Mr. Wo, 11,873 shares; Mr. Polk, 31,749 shares, and Mr. Shigemura, 39,570 shares. (6)Includes 1,000 shares held in a Keogh account.

  22. Qualifications and Experience

    | 18 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  23. Qualifications and Experience

    COMMITMENT TO CORPORATE RESPONSIBILITY The Company is dedicated to making corporate responsibility a part of everything we do in the communities we serve, including how we manage and develop our people, the products and services we offer, and the investments we make in creating a sustainable and resilient economy in our communities. This effort is managed by a cross-functional team of senior executives representing Corporate Communications, Marketing Community & Employee Engagement, Philanthropy, Real Estate & Facilities, Banking, People Services, Investor Relations, Legal, Risk, Vendor Management, Financial Reporting, and Cybersecurity, and all aspects of our revenue generating businesses, and ultimately reports to the Nominating & Corporate Governance Committee of the Board. Senior management and the Board remain committed to being a leader among Hawai‘i’s corporate citizens by fostering an effective and efficient risk and control environment that includes an emphasis on an ethically driven culture, sustainable growth, and ongoing investment in our employees and our community. The Company publishes an annual Impact Report, which further describes these initiatives that drive substantial shareholder value by helping to ensure the continued viability of the Company. The Company’s Code of Business Conduct and Ethics drives a workplace and workforce that embraces the highest ethical and moral standards. We maintain strong and confidential reporting processes and procedures that support an open and honest environment in an effort to ensure that the highest principles of integrity and inclusion are maintained. The Company believes in a work environment where teammates feel they are supported, treated fairly and able to contribute fully. As of December 31, 2025, approximately 89% of our workforce identifies as Black, Indigenous, and People of Color (“BIPOC”) and approximately 61% of our employees are female. Among our senior leaders and managers, 84% are BIPOC and 61% are female. We conduct regular external pay equity studies to evaluate compensation practices and confirm that gender pay gaps do not exist. These workforce characteristics reflect the markets we serve and support employee retention, customer trust and operational continuity in Hawai‘i and the West Pacific. COMMITMENT TO EFFECTIVE CORPORATE GOVERNANCE The Company is committed to effective corporate governance practices that enhance and protect shareholder rights. As of December 31, 2025, the following corporate governance practices were in place: •Annually elected directors •Majority voting in director elections with a plurality carve out in the case of contested elections and a director resignation policy •Independent directors comprise 92% (11) of the Board of Directors and 100% of key committees •33% of directors are women (4) •50% of directors are ethnically diverse (6) •Ongoing director refreshment with 2 new directors added in the past 5 years •The directors are subject to Company stock ownership guidelines equal to 5 times the director annual cash retainer •Directors actively participate in continuing education programs on corporate governance and related issues •Each director attended at least 75% of the Board and the director’s assigned committee meetings •The Company has adopted an annual frequency for the Say-on-Pay vote •The Company participates in robust shareholder outreach activities •The Company supports a whistleblower policy and program •The Company maintains a clawback policy •No poison pill has been adopted

  24. Qualifications and Experience

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 19 |

  25. Director Compensation

    Director Compensation The following table presents, for the year ended December 31, 2025, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2025. Mr. Ho did not receive any additional compensation for services provided as a director.

  26. Director Compensation Table

    Director Compensation Table

  27. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John C. Erickson | 112,000 | 65,063 | — | — | — | — | 177,063 | | Joshua D. Feldman | 99,000 | 65,063 | — | — | — | — | 164,063 | | Michelle E. Hulst | 105,000 | 65,063 | — | — | — | — | 170,063 | | Kent T. Lucien | 102,500 | 65,063 | — | — | — | — | 167,563 | | Elliot K. Mills | 99,000 | 65,063 | — | — | — | — | 164,063 | | Alicia E. Moy | 114,000 | 65,063 | — | — | — | — | 179,063 | | Victor K. Nichols | 114,000 | 65,063 | — | — | — | — | 179,063 | | Dana M. Tokioka | 85,000 | 65,063 | — | — | — | — | 150,063 | | Raymond P. Vara, Jr. | 159,500 | 65,063 | — | — | — | — | 224,563 | | Suzanne P. Vares-Lum | 85,000 | 65,063 | — | — | — | — | 150,063 | | Robert W. Wo | 111,000 | 65,063 | — | — | — | — | 176,063 |

  28. Director Compensation Table

    (1)Messrs. Lucien and Wo elected to defer all of their respective fees earned in 2025. Mmes. Tokioka and Vares-Lum elected to defer all of their committee retainer fees only. (2)The amounts in this column reflect the fair value of the restricted stock on the dates of grant. On April 25, 2025, the Company issued grants of 987 shares of restricted common stock to each of the non-management directors, each grant having an aggregate fair value of $65,063 based on the closing price of the Company’s common stock of $65.92 on the date of the grant; 100% of the grant will vest on April 17, 2026. As of December 31, 2025, each director had the following number of restricted stock awards accumulated in their accounts: Mr. Erickson, 987 shares; Mr. Feldman, 987 shares; Ms. Hulst, 987 shares; Mr. Lucien, 987 shares; Mr. Mills, 987 shares; Ms. Moy, 987 shares; Mr. Nichols, 987 shares; Ms. Tokioka, 987 shares; Mr. Vara, 987 shares; Ms. Vares-Lum 987 shares; and Mr. Wo, 19,787 shares. (3)No option awards were granted in 2025. As of December 31, 2025, no director had outstanding options to purchase shares of the Company’s common stock.

  29. Director Compensation Table

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 35 |

  30. Director Compensation Table

    Proposal 2: Advisory Vote on Executive Compensation The Dodd-Frank Act provides shareholders the opportunity to vote, on an advisory (non-binding) basis, to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules. As an advisory vote, this proposal is not binding upon the Company. However, the Human Resources & Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders and considers the outcome of the vote when making future compensation decisions for its executive officers. The Company currently conducts annual advisory votes on executive compensation. The Company’s shareholders approved its executive compensation at the 2025 Annual Meeting of Shareholders. As described in the Compensation Discussion and Analysis, the primary focus of the Company’s executive compensation programs is to encourage and reward behavior that the Board believes will promote long-term sustainable growth in shareholder value, and to discourage excessive risk-taking. Our executive compensation programs are intended to balance risk and reward in relation to the Company’s overall business strategy and further align management’s interests with shareholders’ interests. The Company’s commitment to a performance culture is reflected in its strong financial performance in recent years. Accordingly, the Board of Directors recommends that shareholders approve the executive compensation programs by approving the following advisory resolution: RESOLVED, that the shareholders of Bank of Hawaii Corporation approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the Company’s 2026 proxy statement pursuant to the compensation disclosure rules of the SEC, which disclosure includes the Compensation Discussion and Analysis section, the compensation tables, and the accompanying footnotes in this proxy statement.

  31. Director Compensation Table

    | | The Board of Directors recommends a vote “FOR” the foregoing proposal. |

  32. Director Compensation Table

    HUMAN RESOURCES & COMPENSATION COMMITTEE REPORT The Human Resources & Compensation Committee, composed entirely of independent directors in accordance with applicable laws, regulations, NYSE listing requirements and the Governance Guidelines, sets and administers policies that govern the Company’s executive compensation programs, and various incentive and stock programs. As members of the Human Resources & Compensation Committee, we have reviewed and discussed the Compensation Discussion and Analysis to be included in the Company’s 2026 Proxy Statement with management and, based on these discussions, recommended to the Company’s Board (and the Board subsequently approved the recommendation) that the Compensation Discussion and Analysis be included in such Proxy Statement. As submitted by the members of the Human Resources & Compensation Committee,

  33. A Balanced Approach to Capital Return

    | 2025 SHAREHOLDER OUTREACH In 2025 and into 2026, the Company continued its ongoing effort to communicate with shareholders and solicit feedback on matters of importance, including our compensation philosophy and plan. As part of this effort, we solicited feedback from our 30 largest shareholders, representing voting authority for approximately 63% of shares outstanding. We received interest from four shareholders representing approximately 32% of shares outstanding, including our top three shareholders. The meetings that took place were led by the Chair of our Human Resources & Compensation Committee and included the Company’s Chief Administrative Officer and Investor Relations team. The main topics of conversation during our shareholder meetings this year included: a review of Company strategy and performance; governance changes at the board and committee level; an update on CFO succession and deep dive on the Board-directed process to determine the next CEO of the Company; and the performance of the Company as it relates to the balanced scorecard used to determine short term incentives for 2025. The shareholders we met with voiced strong support for the Company’s strategy, performance and the changes made to our compensation plan in response to shareholder feedback. They were also highly complimentary of the robust process undertaken by the Board to ensure a smooth succession to our incoming CEO, James C. Polk. Feedback from these discussions informed continued emphasis on performance-based pay, objective metric calibration and incentive caps, and reinforced the Committee's focus on risk adjusted performance. |

  34. 2025 Compensation Program

    | Peer Group | Percentage of Total CEO Compensation That Is Performance-Based | | 25th Percentile | 47% | | Median | 56% | | 75th Percentile | 61% | | BOH | 82% |

  35. 2025 Compensation Program

    •Individual performance measured against strategic goals •The same scorecard drives other NEO STI payouts, with a greater emphasis placed on individual contribution within their line of sight and sphere of influence COMPENSATION & RISK MANAGEMENT Compensation risks are assessed and managed in the context of the Company’s business strategies. The Committee monitors the Company’s financial and non-financial performance throughout the year as well as the Company’s risk profile and risk management processes to ensure that the Company’s compensation policies do not promote inappropriate conduct, or unnecessary or excessive risks that may threaten the value of the Company (see “Risk Considerations in our Compensation Program” on page 24). Several areas are reviewed by the Committee including, but not limited to, how risk management is built into incentive compensation for the Company’s executive management, the specific risk profile for a community bank as it relates to loans and investment securities, the controlled and disciplined approach in the compensation structure of the Company, the implementation of new processes with regard to qualitative versus quantitative measures of management performance, and the refinement of best practices. The Committee also believes that compensation should recognize short- and long-term performance, and may include both cash and equity components, some of which may be awarded throughout the year to recognize essential executives' extraordinary performance. The composition of components may vary from year to year based on individual, market and other factors. The Committee does not adhere to a specific formula when determining the mix of pay elements, or the allocation between cash and non-cash compensation or among non-cash forms of pay. Referring to the following Elements of the Compensation Program section, neither total compensation nor any element of cash and non-cash compensation is formally benchmarked against a peer group of companies, although the Committee uses the peer group data as a reference. In making compensation decisions, the Committee considers individual performance, experience in the position, breadth of duties, and pay parity among positions of comparable responsibility. The Committee also reviews market data to verify that compensation is competitive and within market ranges, with the understanding that the remoteness and high cost of living of the Hawai‘i marketplace create attraction and retention challenges for the Company that are not experienced by our peers.

  36. 2025 Short-Term Incentive Compensation

    2025 Short-Term Incentive Compensation The CEO and other NEOs (other than Mr. Shigemura) participate in the Executive Incentive Plan (the “EIP”), the Company’s short-term cash incentive plan for executives. The EIP is a 100% performance-based short-term incentive plan. Refer to the Executive Compensation Process and Results sections for details on the EIP design.

  37. 2025 Long-Term Incentive Compensation

    2025 Long-Term Incentive Compensation The Company’s long-term incentive program is also largely performance-based and awarded in the form of performance units with a three-year cliff vesting schedule. Time-based units can be awarded strategically for retention and to recognize extraordinary performance. Refer to the Executive Compensation Process and Results sections for details on the long-term incentive program design.

  38. 2025 Long-Term Incentive Compensation

    | 46 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  39. 2025 Long-Term Incentive Compensation

    EXECUTIVE COMPENSATION PROCESS & RESULTS The Committee’s annual process for setting NEOs’ compensation begins in the fourth quarter of each year when the Company’s senior management team sets operating and financial goals for the coming year. Using data and analysis provided by an independent compensation consultant, WTW, and considering senior management’s operating and financial goals, as well as the market environment, the Committee establishes compensation levels and challenging performance goals for the year. The Committee is responsible for retaining WTW, and for determining the terms and conditions of that engagement, including fees to be paid. The Committee determines whether WTW's services are performed objectively. WTW reports directly to the Committee, takes instructions solely from the Committee, and performs no other services for the Company. The Committee Chair pre-approves all compensation consulting engagements, including the nature, scope and fees of assignments. In 2025, the Committee considered the factors delineated by the SEC in Rule 10C-1 and determined that WTW was an independent compensation consultant and that the firm’s work did not raise a conflict of interest with the Company. WTW helped to ensure that the Company’s executive compensation practices were competitive, appropriately designed, and were aimed at linking executive compensation to the business and strategic objectives of the Company. WTW also provided the Committee with market data and an analysis of competitive compensation for the NEOs. The compensation program is designed and implemented as follows: 1.Review and Set Metric Targets for Balanced Scorecard Assessment 2.Determine Peer Group to benchmark executive compensation levels and practices 3.Complete Performance Assessment 4.Calculate/Determine Short-Term Incentive Amount 5.Determine Long-Term Incentive Award

  40. 1.Review and Set Metric Targets for Balanced Scorecard Assessment

    | Performance Category | 2025 | | | Weighting | | | | STI | LTI | Measurement | STI | LTI | | Profitability | Pre- Provision Net Revenue | | Absolute | 20% | | | Asset Quality | Non-Performing Assets | | Relative | 20% | | | Financial Returns | ROCE | ROCE | Relative | 20% | 70% | | Shareholder Returns | | Total Shareholder Return | Relative | | 30% | | Strategic Measure | Customer Experience | | Absolute | 20% | | | Individual | Individual | | Absolute | 20% | |

  41. 2.Determine Peer Group to Benchmark Executive Compensation Levels

    2.Determine Peer Group to Benchmark Executive Compensation Levels Each year, the Committee identifies companies to include in a peer group for purposes of benchmarking executive compensation levels and practices. The Committee selects peer companies with the support of WTW. For 2025, the Committee selected a bank peer group, consisting of regional banks that the Company competes against for capital and talent. Companies selected for the peer groups are: •Possible sources of, or destinations for, talent. •Comparable in: •Size •Complexity and organizational structure; and •Compensation practices and structures. •In some cases, peers of our peer companies.

  42. 2.Determine Peer Group to Benchmark Executive Compensation Levels

    | 48 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  43. 2.Determine Peer Group to Benchmark Executive Compensation Levels

    | Peer Group Companies* | | | | | | | Market Capitalization | Revenue | Total Assets | Employee Population (FTE)** | | Bank Peers (dollars in millions) | | | | | | Associated Banc-Corp | $4,213.4 | $1,433.5 | $45,202.6 | 4,000 | | Banner Corporation | $2,135.8 | $647.7 | $16,354.5 | 1,906 | | Cathay General Bancorp | $3,292.3 | $745.3 | $24,229.6 | 1,266 | | Commerce Bancshares, Inc. | $7,277.1 | $1,711.7 | $32,915.1 | 4,667 | | Community Financial System, Inc. | $3,024.9 | $796.9 | $17,303.3 | 2,824 | | CVB Financial Corp. | $2,544.6 | $519.0 | $15,631.1 | 1,089 | | First Financial Bancorp. | $2,465.2 | $861.8 | $21,129.4 | 2,164 | | First Hawaiian, Inc. | $3,130.1 | $853.6 | $23,955.3 | 1,997 | | Fulton Financial Corporation | $3,490.9 | $1,277.4 | $32,118.4 | 3,400 | | Glacier Bancorp, Inc. | $5,723.9 | $961.8 | $31,978.1 | 4,087 | | Hancock Whitney Corporation | $5,324.5 | $1,464.0 | $35,472.8 | 3,627 | | Home Bancshares, Inc. (Conway, AR) | $5,456.6 | $1,070.0 | $22,881.9 | 2,552 | | International Bancshares Corporation | $4,130.2 | $821.7 | $16,551.4 | 2,220 | | Pacific Premier Bancorp, Inc. | $2,375.3 | $584.3 | $17,783.2 | 1,325 | | Banc of California, Inc. | $2,998.5 | $1,048.9 | $34,797.4 | 1,903 | | Prosperity Bancshares, Inc. | $6,430.5 | $1,249.8 | $38,463.4 | 3,941 | | Renasant Corporation | $3,346.7 | $878.4 | $26,751.4 | 2,200 | | Texas Capital Bancshares, Inc. | $4,132.6 | $1,200.8 | $31,540.3 | 1,785 | | Trustmark Corporation | $2,335.4 | $798.0 | $18,925.2 | 2,543 | | UMB Financial Corporation | $8,737.8 | $2,497.8 | $73,094.1 | 3,698 | | United Bankshares, Inc. | $5,379.4 | $1,202.2 | $33,660.3 | 2,740 | | WaFd, Inc. | $2,448.2 | $734.5 | $27,285.7 | 1,979 | | 75th Percentile | $5,365.7 | $1,237.9 | $33,474.0 | 3,570 | | Median | $3,418.8 | $920.1 | $27,018.6 | 2,382 | | 25th Percentile | $2,658.1 | $797.2 | $19,476.3 | 1,924 | | Average for Bank Peer Group | $4,108.8 | $1,061.8 | $29,001.1 | 2,632 | | Bank of Hawaii Corporation | $2,685.2 | $705.1 | $24,176.4 | 1,877 | | Bank of Hawaii Corporation, Percent Rank | 25P | 13P | 42P | 18P |

  44. 2.Determine Peer Group to Benchmark Executive Compensation Levels

    (1)Pacific Premier Bancorp, Inc. was acquired by Colombia Banking System, with its last trading day on August 29, 2025. Accordingly, the market data reflects value as of the last trading day (August 29, 2025). *Peer data provided by WTW Executive Compensation Consultants as of December 31, 2025, or earlier, based on available data as of February 18, 2026. **FTE represents Full-Time Equivalent Employees

  45. 2.Determine Peer Group to Benchmark Executive Compensation Levels

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 49 |

  46. 3.Complete Performance Assessment After Year-End

    3.Complete Performance Assessment After Year-End Commencing in February of each year, the Committee reviews the annual results of the Company compared to the business plan and uses this review as the basis for the annual evaluation of the CEO. The Committee reviews the relative and absolute performance for the quantitative performance metrics. The CEO does not attend executive sessions of the Committee when his own compensation is being reviewed or determined. The Committee’s evaluation is discussed with the full Board, excluding the CEO, and communicated to the CEO by the Lead Independent Director. Based on similar factors and individual objectives, including an assessment of effective risk management, the CEO annually reviews the performance of each of the other NEOs. The conclusions and recommendations based on those reviews, including any recommendations for salary adjustments, annual awards and equity components, are presented to the Committee for consideration. The Committee believes that retaining discretion to assess the qualitative performance of the CEO and other NEOs gives the Committee members the ability to more accurately reflect individual contributions that cannot be quantified. The following table displays the 2025 targets and 2025 actual results for each individual metric considered in the Committee’s scorecard assessment. The scorecard was designed based on both quantitative and qualitative metrics, and all metrics are equally weighted (20%). The Committee implemented a cap of 250% for the CEO and 200% for the other NEOs on achievement level of each individual metric in addition to an aggregate cap on compensation. A score above 20% implies a payout above the target level and a score of 50% implies a maximum payout. The final score for the CEO was 250% based on the following results: •Non-Performing Assets of only 0.10% of total loans and leases and foreclosed real estate, which was top quartile relative to peers and reflects the Company's conservative credit culture •Return on Common Equity of 13.29%, which was in the top quartile relative to peers •Pre-Provision Net Revenue as measured against the Company’s 2025 budget exceeded its target coming in at more than 5% above budget •The Customer Experience score was 78, exceeding the target of 73, and achieving a rating of Outstanding for this metric •The Committee rated the CEO's individual performance Outstanding for his achievements in pursuing the Company's strategic initiatives, enhancing community presence and reputation, and executing on the Company's succession plan

  47. Key Performance Metrics

    Key Performance Metrics

  48. Key Performance Metrics

    | | | | "Non-performing assets" shall be measured as of December 31 of such year | "Return-on-Common-Equity" shall be measured as of December 31 of such year |

  49. Key Performance Metrics

    | CX Score | Rating | PPNR as % of Target | Rating | | 78 | BOH | > = +5.0% | BOH | | > = 78 | Outstanding | > = +5.0% | Outstanding | | 77 | Exceeds | +5.0% | Exceeds | | 76 | | +4.5% | | | 75 | | +4.0% | | | 74 | | +3.5% | | | 73 | | +3.0% | | | 72 | | +2.5% | | | 71 | Meets | +2.0% | | | 70 | | +1.5% | | | 69 | | +1.0% | | | 68 | | Target | Meets | | 67 | | -1.0% | | | 66 | | -1.5% | | | 65 | Below | -2.0% | | | 64 | | -2.5% | | | < 64 | | < - 2.5% | Below |

  50. Key Performance Metrics

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 51 |

  51. Key Performance Metrics

    The following table describes the Short-Term Incentive Plan’s disciplined other short-term metrics and achievements of the CEO and NEOs for 2025:

  52. Key Performance Metrics

    | 2025 Disciplined Other Short-Term Metrics - 20% Weighting * | | | | Strategic Initiatives | Community Presence/Reputation | Leadership Development/Succession | | Total loans and leases were $14.1 billion at December 31, 2025 •Overall asset quality remained strong Efficiency ratio was 61.84% •Delivered strong, disciplined execution across core strategic priorities, demonstrating accountability, sound governance and a consistent focus on sustainable long-term value creation •Performance was characterized by transparent reporting, timely course correction where needed and notable achievements in workforce modernization, client retention and core business momentum •Strengthen & Broaden Risk Management •Successfully implemented key phases of the new risk platform, retiring legacy systems and stabilizing core credit risk functionality •Improved governance rigor by refining metrics to better reflect the workload and risk reduction progress •Fortify the Balance Sheet •Selected and approved a next generation enterprise platform to modernize capabilities, strengthening long-term balance sheet and profitability management •Established a clear governance and implementation roadmap, with anticipated material cost efficiencies once fully implemented •Cultivating a Modern Workforce •Exceeded workforce engagement and development targets, including outreach activity, goal setting adoption, and training participation •Achieved high participation in training programs, reinforcing a strong performance and learning culture •Strengthened leadership continuity, with identified successors in place for over 90% of critical leadership roles •Organic Revenue Expansion •Delivered exceptional client outcomes during the Wealth Management platform conversion, achieving client retention with minimal disruption •Advanced readiness for the Center for Family Businesses & Entrepreneurs, with disciplined timing decisions supporting a strong 2026 launch •Exceeded Commercial Banking growth targets, driven by strong fee performance and new account growth •Progressed Mass Affluent retail strategy with appropriate reprioritization to align resources with highest value initiatives | •CEO continued to be active in the community in 2025 serving on 10 local boards and in a leadership role guiding Hawai‘i •High levels of industry and press recognition: •TIME magazine named BOH among “America’s Best Midsize Companies of 2025” •Newsweek recognized BOH as one of: •“America's Best Regional Banks & Credit Unions”, earned the highest 5-star rating, and is among the Top 500 regional banks in the U.S •“Most Trustworthy Companies in America”, ranked 12 of 25 in the U.S. banking industry and the only Hawai‘i business to appear on the list for the fourth consecutive year •“World's Most Trustworthy Companies”, ranked 28 of 47 banks globally and is the only Hawai‘i bank to appear on the list •“America's Most Admired Workplace” among 750 national companies and is the only Hawai‘i bank to appear on the list •“America's Greatest Workplaces in Financial Services” •“America's Greatest Workplaces by State”, earning the highest 5-star rating •“America's Greatest Workplaces for Gen Z” •“America's Greatest Workplaces for Hispanics & Latinos” (inaugural list) •Strong commitment to the communities we serve •Supports our communities with the use of investment, philanthropic and human capital to expand access to economic opportunity within such communities •Advances sustainable development through financing solutions that generate positive impacts •Significant charitable/community activity: •Bank of Hawai‘i, its Foundation and employees contributed significantly to the community including the following worthy causes: •Alice Initiative (Aloha United Way) •Aloha United Way •Hawai‘i Mobile Museum of Tolerance •Holomua Collective •YMCA of Honolulu •Pacific Tsunami Museum •Many local nonprofits by the Live Kōkua Giving Campaign •Bank of Hawai‘i Scholarship Fund awarded 21 scholarships to children and grandchildren of Bank of Hawai‘i employees •More than 1,100 Bankoh Blue Crew volunteers donated more than 3,300 hours to special causes | •Leadership Succession James C. Polk appointed CEO of the Company effective April 1, 2026; Current CEO demonstrated effective leadership in advancing succession planning, executive development, and organizational alignment. Succession planning achieved near full coverage across senior leadership tiers, supporting continuity and long-term enterprise readiness. Proactively managed leadership transitions, balancing internal promotions with selective external hires to strengthen bench strength, reinforced governance, and aligned leadership capabilities with strategic priorities across business and control functions. Collectively, these actions reflect disciplined talent stewardship, sound judgment, and a focus on sustaining organizational effectiveness and future performance •Strong commitment to a modern workplace Committed to attracting, retaining and developing diverse talent and investing in employees through education, learning development, compensation and benefits, and workplace excellence. Supported higher education through the Tuition Reimbursement Program and College Assistance Program •Talent Landscape Completed talent review and succession planning across the organization •Development Programs Offered a variety of development programs to include a Summer Intern Program, Leadership Development Program, Manager Excellence Forum, new Leadership Council Orientation and Pathways to Profession Excellence •Mentorship Programs Allows leaders to sharpen their skills and give back to the community by mentoring college students or small business owners |

  53. Key Performance Metrics

    *20% represents CEO weighting. The table details the CEO individual contribution.

  54. Key Performance Metrics

    | 52 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  55. 4. Calculate / Determine Annual Short-Term Incentive Amount

    4. Calculate / Determine Annual Short-Term Incentive Amount The CEO and other NEOs participate in the Executive Incentive Plan (the “EIP”), the Company’s short-term incentive plan for executives. The EIP is a 100% performance-based short-term incentive plan. The Committee determines the CEO’s STI award based upon a balanced scorecard that equally measures profitability, asset quality, financial returns, a strategic measure, and individual performance. Each of these measures are given equal weighting in determining the CEO’s cash bonus. Accordingly, PPNR is measured against a target set prior to the beginning of the year and is designed to encourage budget discipline throughout the year. Making sure that a conservative credit culture drives behavior, the level of non-performing assets is measured relative to peers. ROCE is a key measure of the Company’s financial health, and is measured against peers. Inasmuch as the Company’s brand is a differentiator in our marketplace, a focus on customer experience is a key strategic initiative, so the strategic measure for 2025 remained our Customer Experience score, as measured by the proprietary framework developed by Forrester, a global research company. Finally, the CEO’s individual contribution is determined based on an assessment of strategic initiatives, community presence and reputation, and leadership development and succession. NEO personal contributions are determined relative to the achievement in their respective managerial spheres of influence. Annually, the Committee approves the EIP maximum incentive pool. For 2025, the EIP maximum incentive pool was approved at 3% of the Company’s net income before taxes for the fiscal year. At the beginning of the performance period, each participating executive is allocated a maximum percentage of the incentive pool. For 2025, the Committee allocated a maximum percentage of 35% to Mr. Ho, 16% to Mr. Polk and 11% to the other NEOs. The Company has set a target award of 100% of base salary for the CEO, with a threshold or minimum payout of 50% and maximum payout of 250% of target. Company performance below third quartile results in forfeiture of the entire weighted opportunity for each of the relative quantitative measures. The Company has set a target award of 90% of base salary for the President; the other NEOs have a target award of 80% of base salary. Their threshold or minimum payout is 50% of target and maximum payout is 200% of target. In evaluating CEO performance and resulting EIP payment, the Committee employed a balanced scoring system based upon achievement of the performance metrics referenced above. The Committee reviewed and discussed the CEO’s performance against the EIP metrics and objectives, then determined the final EIP award based upon the results. The Committee reviewed and discussed in detail the evidence supporting the CEO’s individual contributions against pre-defined objectives established at the start of the year and rated his performance “Outstanding” in the areas of community presence, reputation, leadership development, succession planning and strategic initiatives. In evaluating the other NEOs, the Committee considered the recommendations of the CEO, and reviewed and discussed the other NEOs’ performance against the EIP metrics and objectives, as well as their individual contributions and achievements in their respective managerial spheres of influence.

  56. Patrick M. McGuirk

    | Name | Annual Base Salary as of December 31, 2025 ($) | Target Annual Incentive | Final Incentive Payout (% of Annual Base Salary) | Final Incentive Award ($) | | Peter S. Ho | 925,000 | 100% | 250% | 2,312,500 | | Bradley S. Satenberg | 460,000 | 80% | 92% | 425,000 | | S. Bradley Shairson | 460,000 | 80% | 92% | 425,000 | | Marco A. Abbruzzese | 460,000 | 80% | 92% | 425,000 | | Patrick M. McGuirk | 462,000 | 80% | 87% | 400,000 |

  57. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

  58. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    | 2025 LTI Design Elements | | •Three-year plan •Three-year sustained performance period •Three-year cliff vesting •100% quantitative performance metrics •Two performance metrics set at challenging levels relative to peers* weighted as follows: ▪Return-on-Common-Equity (70%); and ▪Total Shareholder Return (30%). •To achieve maximum payout of 200%, top quartile performance in Return-on-Common-Equity and Total Shareholder Return must occur •To achieve any payout, top three quartile performance must occur with the actual payout determined by performance and metric weighting •Time-based LTI grants used strategically for retention and to recognize extraordinary performance |

  59. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    *2025 KBW Regional Banking Index as of January 2, 2025 The terms “Return-on-Common-Equity” (generally defined as the net income available to common shareholders as a percent of average common equity, but as determined by the Committee) and Total Shareholder Return shall be measured as of December 31 of such year, measured against the banks that comprise the KBW Regional Bank Index. With respect to the given Financial Performance Criteria, the “Three Year Average Percentile” shall mean the Company’s percentile level on the KBW Regional Bank Index for the average of the numerical measures over the three years 2025, 2026, and 2027 that comprise the January 2, 2025, KBW Regional Bank Index. The Company has set a target award of 100% of the performance units to be awarded under the 2025 long-term incentive plan with a threshold or minimum award of 50% of target and maximum award of 200% of target. To achieve any performance unit award, top three quartile performance must occur with the actual award determined by performance and metric weighting. Company performance below 25th percentile results in forfeiture of the entire weighted opportunity for each of the performance measures. The period of restriction terminates based upon the level of achievement of the specified financial performance criteria (Return-on-Common-Equity, weighted at 70% and Total Shareholder Return, weighted at 30%). In this regard, the Period of Restriction terminates with respect to the “Applicable Vesting Percentages,” based upon the Company’s achievement of the respective Financial Performance Criteria with a maximum payout of 200% at the 75th percentile that is interpolated downward to the 25th percentile, below which point there is no payout. In setting the CEO’s and other NEOs’ long-term incentive compensation, the Committee considered, among other factors, Company performance, shareholder value creation, the competitive marketplace, the awards given in past years, peer group analysis and other market factors. In applying these factors, the Committee determined the number of performance units to

  60. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 55 |

  61. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    be awarded under the long-term incentive plan to the CEO and other NEOs. Refer to the Grants of Plan-Based Awards on page 64. Substantial ‘at risk’ and variable compensation: Approximately 82% of CEO total compensation, which includes salary, bonus, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation, is variable and impacted by pre-established Company performance metrics.

  62. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    | 56 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  63. 5.Determine Long-Term Incentive Award - Threshold, Target and Maximum Performance Levels

    BENEFITS & RETIREMENT PLANS SPONSORED BY THE COMPANY Executive officers are eligible to participate in health and insurance plans, retirement plans, and other benefits generally available to full-time employees. This is consistent with the Company’s belief in offering employees comprehensive health and retirement benefits that are competitive in our markets. The retirement programs assist employees in planning for their retirement income needs. Benefits under the qualified health and retirement plans are not directly tied to specific Company performance. Employees who meet service requirements are eligible to participate in the Company-sponsored Retirement Savings Plan (“RSP”), a tax-qualified defined contribution pension plan. Benefits are reviewed on a regular basis, and appropriate changes are made to ensure our program continues to be effective and competitive. The Committee has adopted the Bank of Hawaii Corporation Executive Deferred Compensation Program (the “Deferred Compensation Program”), a program that offers senior management (including the NEOs) the ability to defer up to 80% of base salary and 100% of incentive amounts under the Executive Incentive Plan in order to allow executives to defer, along with the receipt of the compensation, the income tax liability on such payments (including any appreciation in value as a result of the deemed investment of such amounts) until receipt. This program allows participants to manage their cash flow and estate planning needs. The Company also maintains the Bank of Hawaii Retirement Savings Excess Benefit Plan (the “Excess Benefit Plan”), a nonqualified supplemental retirement benefit plan that compensates participants for benefits that would otherwise be payable under the Company’s Retirement Savings Plan but for certain Internal Revenue Code (“IRC”) limitations. The Committee believes that this plan is important to ensure equitability in retirement funding amounts between those that fall below and above the IRC limitations. Gains from long-term incentive compensation are not included in the determination of nonqualified deferred compensation benefits.

  64. Change-in-Control and Severance Arrangements

    Change-in-Control and Severance Arrangements The Committee believes that an essential component of protecting and enhancing the best interests of the Company and its shareholders is to provide for the protection of its executive team in the event of a change-in-control of the Company. Change-in-control benefits play an important role in attracting and retaining key executives. The payment of such benefits ensures a smooth transition in management following a change-in-control by giving an executive the incentive to remain with the Company through the transition period, and, in the event the executive’s employment is terminated as part of the transition, by compensating the executive with a degree of financial and personal security during a period in which he or she is likely to be unemployed. The Change-in-Control Retention Plan (the “Retention Plan”), provides benefits only in the event that a participant’s employment is terminated by the Company without cause or by the participant for “good reason” within 24 months following a change-in-control. The Committee believes that this encourages executives to remain with the Company upon a change-in-control. The key provisions of the Retention Plan for NEOs, are: •Severance benefit - a “two times base salary and bonus” payment which is payable in the month following termination of employment. •Payment for non-competition - an additional “one times base salary and bonus” payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan. •In addition to non-competition restrictions, the Retention Plan imposes non-disclosure, non-solicitation and non-disparagement restrictions on participants. Each of the NEOs participates in the Retention Plan. See the discussion under “Change-in-Control, Termination, and Other Arrangements” on page 67 for additional information.

  65. Vesting of Equity Incentive Compensation on Change-in-Control (Double-Trigger)

    Vesting of Equity Incentive Compensation on Change-in-Control (Double-Trigger) The terms of the Company’s 2025 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock, restricted stock units, and stock options upon the occurrence of a change-in-control of the Company (as defined in the Retention Plan, which requires, among other things, a double-trigger termination for vesting to occur). The Committee believes that it is generally appropriate to fully vest equity and incentive-based awards to employees in a change-in-control transaction because such a transaction may often cut short or reduce the employee’s ability to realize value with respect to such awards. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change-in-control of the Company, be prorated as though the applicable performance period ended on the change-in-control date and will be calculated as an amount equal to two times a participant’s incentive allocation for the prorated performance period. OTHER MATTERS

  66. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation paid to or earned by our named executive officers for each of the fiscal years indicated.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | PETER S. HO | 2025 | 915,308 | — | 2,635,463 | — | 2,312,500 | 949 | 151,786 | 6,016,006 | | Chairman of the Board, | 2024 | 885,800 | — | 1,800,014 | — | 1,500,000 | 1,215 | 98,272 | 4,285,301 | | Chief Executive Officer | 2023 | 878,258 | — | 3,000,067 | — | 600,000 | 365 | 149,228 | 4,627,918 | | BRADLEY S. SATENBERG | 2025 | 445,165 | 100,000 | 435,038 | — | 425,000 | — | 40,938 | 1,446,141 | | Vice Chair, | 2024 | — | — | — | — | — | — | — | — | | Chief Financial Officer | 2023 | — | — | — | — | — | — | — | — | | DEAN Y. SHIGEMURA | 2025 | 474,168 | — | — | — | — | — | 49,545 | 523,713 | | Former Vice Chair, | 2024 | 448,050 | — | 335,009 | — | 360,000 | — | 46,122 | 1,189,181 | | Chief Financial Officer | 2023 | 444,235 | — | 600,059 | — | 360,000 | — | 55,587 | 1,459,881 | | S. BRADLEY SHAIRSON (5) | 2025 | 457,527 | — | 977,758 | — | 425,000 | — | 58,896 | 1,919,181 | | Vice Chair, | 2024 | 406,154 | — | 600,005 | — | 600,000 | — | 22,154 | 1,628,313 | | Chief Risk Officer | 2023 | 189,231 | 150,000 | 1,400,110 | — | 400,000 | — | 65,000 | 2,204,341 | | MARCO A. ABBRUZZESE | 2025 | 454,313 | — | 977,758 | — | 425,000 | — | 65,813 | 1,922,884 | | Vice Chair | 2024 | 430,767 | — | 335,009 | — | 325,000 | — | 41,588 | 1,132,364 | | Senior Executive Director | 2023 | 408,492 | — | 500,074 | — | 265,000 | — | 44,769 | 1,218,335 | | of Wealth Management | | | | | | | | | | | PATRICK M. MCGUIRK | 2025 | 462,000 | — | 727,735 | — | 400,000 | — | 68,425 | 1,658,160 | | Vice Chair, | 2024 | 462,000 | — | 335,009 | — | 325,000 | — | 44,280 | 1,166,289 | | Chief Administrative | 2023 | 420,031 | — | 400,014 | — | 300,000 | — | 78,016 | 1,198,061 | | Officer | | | | | | | | | |

  68. Summary Compensation Table

    (1) Mr. Ho received no fees or compensation for his services on the Board of Directors. The Company pays on a bi-weekly basis. Mr. Shigemura served as our Vice Chair and Chief Financial Officer through July 1, 2025. He continues as an employee in a non-executive officer capacity through June 2026. For 2025, this column represents compensation earned by Mr. Shigemura for services in all capacities. (2) For 2025, Mr. Satenberg received a signing bonus of $100,000. For 2023, Mr. Shairson received a signing bonus of $150,000. (3) This column represents the aggregate grant date fair value of restricted stock and restricted stock units granted to each of the NEOs in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation.” Time-based and Performance-based awards were valued using the closing stock price on the grant date. Market-based awards tied to TSR were valued using a Monte Carlo simulation model. (4)This column represents the annual change in the actuarial present value of accumulated benefits under the Employees’ Retirement Plan of Bank of Hawai‘i. Mr. Ho is the only NEO who is a participant of this plan, which was frozen at the end of 1995. For 2025, Mr. Ho’s pension value increased by $949 from the prior measurement date primarily due to the passage of time. There are also slight increases due to the change in the discount rate from 5.67% to 5.40% and change in lump sum mortality, and a small decrease due to the update in the lump sum segment rates. Note, lump sums are assumed to be paid 90% of the time when it is less than $25,000. For 2024, Mr. Ho’s pension value increased by $1,215 from the prior measurement date primarily due to the passage of time. There is also a small increase due to the change in discount rate from 5.44% to 5.67% and a small decrease due to the increase in the lump sum segment rates which reduces the lump that is payable. Note, lump sums are assumed to be paid 90% of the time when it is less than $25,000. For 2023, Mr. Ho’s pension value increased by $365. For 2023, the increase in value of the pension benefits from the prior measurement date is primarily due to the passage of time. There is also a small increase due to the change in the discount rate from 5.51% to 5.44% and a small decrease due to the increase in the lump sum segment rates which reduces the lump sum that is payable. Note, lump sums are assumed to be paid 90% of the time when it is less than $25,000. The Company has not provided above-market or preferential earnings on any nonqualified deferred compensation and, accordingly, no such amounts are reflected in this column. (5)The All Other Compensation Table that follows provides additional detail regarding the amounts in this column.

  69. Summary Compensation Table

    | 60 | BANK OF HAWAI'I • 2026 PROXY STATEMENT |

  70. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  71. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  72. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($)(2) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals or Distributions in 2025 ($)(3) | Aggregate Balance at December 31, 2025 ($)(4) | | Peter S. Ho | — | 98,184 | 201,065 | 1,219,309 | 2,429,453 | | Bradley S. Satenberg | — | 7,265 | — | — | — | | Dean Y. Shigemura | — | 31,423 | 942,260 | — | 7,172,896 | | Marco A. Abbruzzese | — | 29,127 | 7,369 | — | 61,409 | | S. Bradley Shairson | 22,006 | 40,776 | 2,663 | — | 32,340 | | Patrick M. McGuirk | 22,212 | 29,498 | 39,318 | — | 283,453 |

  73. Nonqualified Deferred Compensation Table

    (1)During 2025, Messrs. Shairson and McGuirk deferred $22,006 and $22,212, respectively, under the Base Salary Deferral Program. The table below shows the Vanguard funds available under the Deferred Compensation Program and their annual rate of return for the calendar year ended December 31, 2025. (2)These amounts represent Excess Benefit Plan and Restoration Contributions by the Company for fiscal year 2025 which were paid in 2026 and accordingly are not included in the Aggregate Balance as of Last Fiscal Year-End column. See columns, 3, 5 and 6 of the All Other Compensation Table for additional details. (3)For Mr. Ho, this column represents a scheduled distribution made during the fiscal year 2025. (4)A portion of each amount listed in this column has been reported in the “Summary Compensation Table” in current and prior years' proxy statements for the years in which the named executive officer appeared in these proxy statements.

  74. Nonqualified Deferred Compensation Table

    | Name of Fund | Rate of Return | Name of Fund | Rate of Return | | Vanguard Emerging Markets Stock Index Admiral | 24.75% | Vanguard Target Retirement 2035 Fund | 17.54% | | Vanguard Explorer Adm | 7.23% | Vanguard Target Retirement 2040 Fund | 18.16% | | Vanguard Extended Market Index Instl | 11.42% | Vanguard Target Retirement 2045 Fund | 19.99% | | Vanguard Federal Money Market Investor | 4.22% | Vanguard Target Retirement 2050 Fund | 21.41% | | Vanguard High-Yield Corporate Adm | 9.46% | Vanguard Target Retirement 2055 Fund | 21.43% | | Vanguard Instl Index Instl Plus | 17.86% | Vanguard Target Retirement 2060 Fund | 21.42% | | Vanguard International Growth Adm | 20.21% | Vanguard Target Retirement 2065 Fund | 21.43% | | Vanguard Mid Cap Growth Inv | 8.98% | Vanguard Target Retirement 2070 Fund | 21.42% | | Vanguard Selected Value Inv | 10.98% | Vanguard Target Retirement Income Fund | 11.31% | | Vanguard Short Term Federal Adm | 5.93% | Vanguard Total Bond Market Index Instl | 7.17% | | Vanguard Target Retirement 2020 Fund | 12.15% | Vanguard US Growth Admiral | 15.68% | | Vanguard Target Retirement 2025 Fund | 14.60% | Vanguard Wellington Adm | 16.57% | | Vanguard Target Retirement 2030 Fund | 16.14% | Vanguard Windsor Admiral | 13.42% |

  75. Nonqualified Deferred Compensation Table

    | BANK OF HAWAI‘I • 2026 PROXY STATEMENT | 63 |

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the equity-based awards granted in 2025 to the named executive officers in the Summary Compensation Table.

  77. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards; Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | Grant Date Fair Value of Maximum Stock and Option Awards ($) | | Peter S. Ho(2) | PSU | 2/27/2025 | — | — | — | — | 33,581 | 67,162 | — | — | — | 2,635,463 | 4,315,509 | | Bradley S. Satenberg(4) | PSU | 2/27/2025 | — | — | — | — | 6,087 | 6,087 | — | — | — | 435,038 | 435,038 | | S. Bradley Shairson(3) | RSU | 1/24/2025 | — | — | — | — | — | — | 7,032 | — | — | 500,046 | 500,046 | | (2) | PSU | 2/27/2025 | — | — | — | — | 6,087 | 12,174 | — | — | — | 477,712 | 782,245 | | Marco A. Abbruzzese(3) | RSU | 1/24/2025 | — | — | — | — | — | — | 7,032 | — | — | 500,046 | 500,046 | | (2) | PSU | 2/27/2025 | — | — | — | — | 6,087 | 12,174 | — | — | — | 477,712 | 782,245 | | Patrick M. McGuirk(3) | RSU | 1/24/2025 | — | — | — | — | — | — | 3,516 | — | — | 250,023 | 250,023 | | (2) | PSU | 2/27/2025 | — | — | — | — | 6,087 | 12,174 | — | — | — | 477,712 | 782,245 |

  78. Grants of Plan-Based Awards

    (1)Types of Awards: PSU - Performance-Based Restricted Stock Unit Grant RSU - Service-Based Restricted Stock Unit Grant (2)Performance-based restricted stock was granted, of which 70% are First Category Units and 30% are Second Category Units, which vests once the Committee has certified the Three Year Average Percentiles for each of the performance metrics, provided employment and performance criteria are met. Vesting is conditioned upon the Company’s three year (for the years 2025, 2026, and 2027) average percentile ranking in the KBW Regional Bank Index and the grantee must remain an employee of the Company through the vesting date. The KBW Regional Bank Index was determined as of January 2, 2025. The First Category Units will vest 200% of target if the three year average percentile ranking for Return-on-Common Equity is in the top quartile of the KBW Regional Bank Index, 100% will vest if the Company’s ranking is at the median, 50% will vest if the Company’s ranking is at the 25th percentile, units will forfeit if the Company’s ranking is below the 25th percentile. The Second Category Units will vest 200% of target if the three year average percentile ranking for Total Shareholder Return is in the top quartile of the KBW Regional Bank Index, 100% will vest if the Company’s ranking is at the median, 50%will vest if the Company’s ranking is at the 25th percentile, units will forfeit if the Company’s ranking is below the 25th percentile. (3)Service-based restricted stock was granted on January 24, 2025, of which 50% will vest for continuous service through December 13, 2027 and 50%will vest for continuous service through December 13, 2028 once the Company's People Services has certified the grantee remained an employee of the Company through each vesting date. (4)Performance-based restricted stock was granted, of which 50% are First Category Shares and 50% are Second Category Shares, which vests once the Committee has certified the Three Year Average Percentiles for each of the performance metrics, provided service and performance criteria are met. Vesting is conditioned upon the Company’s three year (for the years 2025, 2026, and 2027) average percentile ranking in the KBW Regional Bank Index (less banks with assets greater than $50 billion) and the grantee must remain an employee of the Company through the vesting date. The KBW Regional Bank Index was determined as of January 2 of the calendar year that includes the Grant Date). The First Category Shares will vest 100% if the three year average percentile ranking for Return-on-Common-Equity is in the top quartile of the KBW Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.99th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, shares will forfeit if the Company’s ranking is below the 50th percentile. The Second Category Shares will vest 100% if the three year average percentile ranking for Stock Price-to-Book Ratio is in the top quartile of the KBW Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5th and not more than 74.99th percentile, 50% will vest if the Company’s ranking is at least in the 50th percentile and not more than 62.49th percentile, shares will forfeit if the Company’s ranking is below the 50th percentile.

  79. Outstanding Equity Awards

    Outstanding Equity Awards The following table presents a summary of unexercised stock options and restricted stock and unit awards held as of December 31, 2025, by the named executive officers in the Summary Compensation Table.

  80. Outstanding Equity Awards

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Peter S. Ho | — | — | — | — | — | — | — | 39,937(1) | 2,730,493 | | | — | — | — | — | — | — | — | 29,412(2) | 2,010,898 | | | — | — | — | — | — | — | — | 33,581(3) | 2,295,933 | | Bradley S. Satenberg | — | — | — | — | — | — | — | 4,459(2) | 304,862 | | | — | — | — | — | — | — | — | 6,087(3) | 416,168 | | | — | — | — | — | — | 2,973(5) | 203,264 | — | — | | Dean Y. Shigemura | — | — | — | — | — | — | — | 7,988(1) | 546,140 | | | — | — | — | — | — | — | — | 10,737(4) | 734,089 | | | — | — | — | — | — | — | — | 5,474(2) | 374,257 | | S. Bradley Shairson | — | — | — | — | — | — | — | 10,461(1) | 715,219 | | | — | — | — | — | — | — | — | 9,804(2) | 670,299 | | | — | — | — | — | — | — | — | 6,087(3) | 416,168 | | | — | — | — | — | — | 7,032(6) | 480,778 | — | — | | Marco A. Abbruzzese | — | — | — | — | — | — | — | 6,657(1) | 455,139 | | | — | — | — | — | — | — | — | 5,474(2) | 374,257 | | | — | — | — | — | — | — | — | 6,087(3) | 416,168 | | | — | — | — | — | — | 7,032(6) | 480,778 | — | — | | Patrick M. McGuirk | — | — | — | — | — | — | — | 5,325(1) | 364,070 | | | — | — | — | — | — | — | — | 5,474(2) | 374,257 | | | — | — | — | — | — | — | — | 6,087(3) | 416,168 | | | — | — | — | — | — | 3,516(6) | 240,389 | — | — |

  81. Outstanding Equity Awards

    (1)These are performance-based restricted stock in which the performance targets were achieved and vested on February 20, 2026. (2)These are performance-based restricted stock unit, which will vest in stock on the date of certification of achievement of service and performance targets by the Committee in 2027. (3)These are performance-based restricted stock unit, which will vest in stock on the date of certification of achievement of service and performance targets by the Committee in 2028. (4)These are performance-based restricted stock with a vest date of March 31, 2026. (5)These are service-based restricted stock unit. One-half of the grant vested on July 21, 2025 and the remaining one-half with vest date of July 20, 2026. (6)These are service-based restricted stock unit. One-half of the grant with vest date of December 13, 2027 and the remaining one-half with vest date of December 13, 2028. (7)The amounts in these columns are based on the closing market stock price of the Company’s common stock on December 31, 2025 of $68.37.

  82. Outstanding Equity Awards

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  83. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table includes values realized for stock options exercised, the vesting of restricted stock, and the payouts on performance-based restricted stock units in 2025. For further information on the vesting criteria for these restricted stock awards see the table “Outstanding Equity Awards.”

  84. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Peter S. Ho | — | — | 34,373 | 2,456,638 | | Bradley S. Satenberg | — | — | 2,972 | 200,877 | | Dean Y. Shigemura | — | — | 8,021 | 573,261 | | S. Bradley Shairson | — | — | 10,461 | 702,456 | | Marco A, Abbruzzese | — | — | 4,399 | 296,449 | | Patrick M. McGuirk | — | — | 4,583 | 327,547 |

  85. Option Exercises and Stock Vested

    (1)Value determined by subtracting the exercise price per share from the closing market price per share of the Company's common stock on the date of exercise and multiplying the difference by the number of shares acquired on exercise. (2)Value determined by multiplying the number of vested shares by the closing market price per share of the Company's common stock on the vesting date or on the next business day in the event the vesting date was not on a business day.

  86. Pension Benefits

    Pension Benefits The Employees’ Retirement Plan of Bank of Hawai‘i (the “Retirement Plan”) provides retirement benefits for eligible employees based on the employee’s years of service and average annual salary during the 60 consecutive months resulting in the highest average salary (excluding overtime, incentive plan payouts, and discretionary cash awards). The Retirement Plan was frozen as of December 31, 1995, except that for the five-year period commencing January 1, 1996, benefits for certain eligible participants were increased in proportion to the increase in the participant’s average annual salary. As of December 31, 2000, the benefits under the Retirement Plan were completely frozen and not subject to increase for any additional years of service or increase in average annual salary. Mr. Ho is the only named executive officer who is a participant in the Retirement Plan. A summary of his benefits is listed below:

  87. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Peter S. Ho | Employees’ Retirement Plan of Bank of Hawai‘i | 2 | 16,368 | — |

  88. Pension Benefits

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  89. Pension Benefits

    CHANGE-IN-CONTROL, TERMINATION, AND OTHER ARRANGEMENTS Bank of Hawai‘i’s Change-in-Control Retention Plan (the “Retention Plan”) provides a participant with benefits in the event of a change-in-control of the Company. The Retention Plan includes a “Double-Trigger” payout requirement; there must be a change-in-control of the Company, and a termination of the participant’s employment with the Company either by the Company without cause or by the participant for “good reason” in each case within 24 months following the change-in-control. All of the current named executive officers are participants in the Retention Plan. Two levels of benefits are payable to participants in the Retention Plan, with executives holding the position of Vice Chair or above being eligible for the higher tier of benefits. All NEOs are eligible for the higher tier of benefits (described in the table below). In consideration of the benefits payable under the Retention Plan, participants are, for 12 months following termination of employment, subject to non-disclosure, non-competition (generally with respect to any other financial institution doing business in Hawai‘i), non-solicitation of business and employees, and non-disparagement restrictions. The Retention Plan limits any payment or benefit under the Plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit, and prohibits the payment under the Plan of any tax gross up payments to executives in connection with any payment or benefit under the Plan. Under the Retention Plan, a “change-in-control” will be deemed to have occurred if: •any person or group becomes the beneficial owner of 25% or more of the combined voting power of the Company’s securities that are entitled to vote for the election of directors; •a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined voting power of the entity’s securities that are entitled to vote for the election of directors); or •individuals who constituted the Board of Directors as of April 30, 2004, cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004, or other directors approved by them). A participant is deemed to have “good reason” if one or more of the following occur after a change-in-control without the participant’s written consent: •a material reduction in the participant’s base salary, authority, duties or responsibilities, or in the budget over which the participant has authority; •a material reduction in the authority, duties or responsibilities of the participant’s supervisor; •the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles from the participant’s base of employment immediately prior to the change-in-control; or •any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant’s employment agreement. The terms of the Company’s 2024 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock, restricted stock units, and stock options upon the occurrence of a change-in-control of the Company. We believe that it is generally appropriate to fully vest equity and incentive-based awards to employees in a change-in-control transaction because such a transaction may often cut short or reduce the employee’s ability to realize value with respect to such awards. All restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double-Trigger” for acceleration to occur, as provided in the Retention Plan. The Executive Incentive Plan provides that incentive awards will, upon a change-in-control of the Company, be prorated as though the applicable performance period ended on the change-in-control date, and will be calculated as an amount equal to two times a participant’s incentive allocation for the prorated performance period.

  90. Pension Benefits

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  91. Pension Benefits

    The table below sets forth the benefits that would have been payable to each of the named executive officers had a qualifying termination occurred under the terms of the Retention Plan or plans with change-in-control provisions on December 31, 2025.

  92. Pension Benefits

    | Name | Base Salary and Bonus Payment ($)(1)(8) | Executive Incentive Plan Payment ($)(2)(8) | Health Benefits ($)(3) | Outplacement ($)(4) | Relocation Payment ($)(5) | Acceleration of Restricted Stock ($)(6)(8) | Non- competition Payment ($)(7) | Total ($) | | Peter S. Ho | 3,700,000 | 1,850,000 | 61,293 | 31,355 | 150,000 | 7,037,324 | 1,850,000 | 14,679,972 | | Bradley S. Satenberg | 1,656,000 | 736,000 | 46,551 | 31,355 | 150,000 | 348,791 | 828,000 | 3,796,697 | | S. Bradley Shairson | 1,656,000 | 736,000 | 60,816 | 31,355 | 150,000 | 1,803,057 | 828,000 | 5,265,228 | | Marco A. Abbruzzese | 1,656,000 | 736,000 | 57,487 | 31,355 | 150,000 | 1,547,306 | 828,000 | 5,006,148 | | Patrick M. McGuirk | 1,663,200 | 739,200 | 61,293 | 31,355 | 150,000 | 967,409 | 831,600 | 4,444,057 |

  93. Pension Benefits

    (1)Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination. (2)The Executive Incentive Plan provides that upon a change-in-control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change-in-control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), prorated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period. (3)In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chair or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above. (4)Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007). (5)For participants who hold the position of Vice Chair or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000. (6)Under the 2014 and 2024 Stock and Incentive Plan, a change-in-control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. All restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double-Trigger” for acceleration to occur, as provided in the Retention Plan. (7)Under the Retention Plan, a participant who holds the position of Vice Chair or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawai‘i) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination. (8)In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.

  94. Pension Benefits

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  95. Pension Benefits

    PAY VERSUS PERFORMANCE In accordance with the SEC’s disclosure requirements regarding Pay Versus Performance (“PVP”), this section presents the SEC-defined Compensation Actually Paid (“CAP”). Also required by the SEC, this section compares CAP to various measures used to gauge performance.

  96. Pension Benefits

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income ($) | Return-on- Common Equity (%) (4) | | 2025 | 6,016,006 | 6,677,585 | 1,494,016 | 1,910,093 | 109 | 153 | 205,902,000 | 13.29% | | 2024 | 4,285,301 | 4,360,536 | 1,384,490 | 919,052 | 109 | 143 | 149,994,000 | 10.85% | | 2023 | 4,627,918 | 4,381,686 | 1,540,927 | 1,701,848 | 106 | 127 | 171,202,000 | 13.89% | | 2022 | 6,056,524 | 5,674,791 | 2,661,358 | 2,487,102 | 108 | 127 | 225,804,000 | 17.83% | | 2021 | 7,339,234 | 8,082,521 | 3,143,609 | 3,227,437 | 113 | 137 | 253,372,000 | 17.92% |

  97. Pension Benefits

    (1)Reflects compensation for our Chairman and Chief Executive Officer, Peter S. Ho, who served as our Principal Executive Officer (PEO) in 2021, 2022, 2023. 2024, and 2025. (2)Reflects compensation for Dean Y. Shigemura, Sharon M. Crofts, James C. Polk, and Mary E. Sellers in 2021; Dean Y. Shigemura, Marco A. Abbruzzese, James C. Polk, and Mary E. Sellers in 2022; Dean Y. Shigemura, Marco A. Abbruzzese, Matthew K.M. Emerson, and S. Bradley Shairson in 2023; Dean Y. Shigemura, Patrick M. McGuirk, S. Bradley Shairson, and James C. Polk in 2024; Bradley S. Satenberg, Dean Y. Shigemura, S. Bradley Shairson, Marco A. Abbruzzese and Patrick M. McGuirk in 2025, as shown in the Summary Compensation Table for each respective year. (3)Peer Group used for TSR comparisons reflects the KBW Regional Bank Index. (4)Return-on-Common-Equity is generally defined as the net income available to common shareholders as a percent of average common equity. To calculate Compensation Actually Paid for our CEO and other NEOs, the following adjustments were made to the Summary Compensation Table total pay.

  98. Pension Benefits

    | | PEO ($) | | | | | Other NEO Average ($) | | | | | | Adjustments (1) | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 6,016,006 | 4,285,301 | 4,627,918 | 6,056,524 | 7,339,234 | 1,494,016 | 1,384,490 | 1,540,927 | 2,661,358 | 3,143,609 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (2,635,463) | (1,800,014) | (3,000,067) | (3,000,075) | (4,211,668) | (623,658) | (442,514) | (750,079) | (1,350,055) | (2,003,242) | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | 2,396,471 | 2,095,311 | 2,893,835 | 2,665,970 | 3,959,251 | 671,136 | 501,939 | 916,492 | 1,190,982 | 1,824,565 | | Change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | 605,410 | (90,658) | (389,222) | (449,810) | 389,023 | 314,454 | (417,227) | (59,815) | (139,071) | 96,406 | | Change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | 7,906 | (418,611) | (75,927) | 102,798 | 327,875 | (13,534) | (206,040) | (9,017) | 18,085 | 79,758 | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | 288,204 | 290,422 | 325,514 | 299,384 | 278,806 | 67,679 | 98,404 | 63,340 | 105,803 | 86,341 | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | (949) | (1,215) | (365) | - | - | - | - | - | - | - | | Compensation Actually Paid | 6,677,585 | 4,360,536 | 4,381,686 | 5,674,791 | 8,082,521 | 1,910,093 | 919,052 | 1,701,848 | 2,487,102 | 3,227,437 |

  99. Pension Benefits

    (1)Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes.

  100. Pension Benefits

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  101. Pension Benefits

    Compensation Actually Paid Versus Company Performance: The graphs below reflect the relationship between the PEO and Average Non-PEO NEO CAP with 1) the Company’s and the peer group’s total shareholder return (assuming an initial fixed investment of $100), 2) the Company’s Net Income, and 3) the Company’s return on common equity for the fiscal years 2021, 2022, 2023, 2024, and 2025.

  102. Pension Benefits

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  103. CEO and Median Employee Compensation

    | | 2025 Annual Total Compensation* | | Chief Executive Officer | $6,016,006 | | Median Employee | $78,614 | | Pay Ratio | 77:1 |