DEF 14A of Bank Of Hawaii Corp, Mar 15, 2024

DEF 14A of Bank Of Hawaii Corp

Filed Mar 15, 2024 · FY20230000950170-24-032071

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The Company’s Certificate of Incorporation requires that the Company’s Board consist of not fewer than three directors and not more than 15 directors, with the exact number to be determined by the Board. The Board fixed the number of directors for election at the annual meeting to be 12. Each of the 12 directors listed below has been nominated for a one-year term to serve until the 2025 Annual Meeting of Shareholders and until his or her successor is elected and qualified or until the director’s earlier resignation, removal, death or disqualification. In the event that any or all of the director nominees are unable to stand for election as director, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, may select different nominees for election as directors. Certain information with respect to each of the nominees is set forth below, including his or her principal occupation, qualifications, and directorships during the past five years. Each nominee has consented to serve and all nominees are currently serving on the Company’s Board. The nominees were each recommended to the Board by the Company’s Nominating & Corporate Governance Committee whose goal is to assemble a board that operates cohesively, encourages candid communication and discussion, and focuses on activities that help the Company create sustainable long-term growth and maximize shareholder value. The Nominating & Corporate Governance Committee also looks at the individual strengths of directors, their ability to contribute to the Board, and whether their skills and experience complement those of the other directors. A more detailed discussion on the nomination process and the criteria the Nominating & Corporate Governance Committee considers in their evaluation of director candidates is found in the Commitment to Effective Corporate Governance section which begins on page 18. The Board of Directors recommends a vote “FOR” each of the nominees.

  3. BOARD OF DIRECTORS

    | Name | Age | Year First Elected as Director | Independent | Other Public Directorships Held in Last 5 Years | Committee Membership | | John C. Erickson | 62 | 2019 | Yes | 2 | ARC, BSC, NCGC | | Joshua D. Feldman | 51 | 2019 | Yes | None | DAC, HRC, NCGC | | Peter S. Ho | 58 | 2009 | No | None | None | | Michelle E. Hulst | 50 | 2019 | Yes | None | DAC, HRC, NCGC | | Kent T. Lucien | 70 | 2006 | Yes | None | ARC, BSC, DAC, FIMC, NCGC | | Elliot K. Mills | 54 | 2021 | Yes | None | DAC, HRC, NCGC | | Alicia E. Moy | 46 | 2017 | Yes | 1 | ARC, BSC, FIMC, NCGC | | Victor K. Nichols | 67 | 2014 | Yes | 2 | ARC, BSC, DAC, NCGC | | Dana M. Tokioka | 53 | 2020 | Yes | None | DAC, FIMC | | Raymond P. Vara, Jr. | 54 | 2013 | Yes | None | ARC, BSC, HRC, NCGC | | Suzanne P. Vares-Lum | 56 | 2023 | Yes | None | FIMC, NCGC | | Robert W. Wo | 71 | 2002 | Yes | None | FIMC, HRC, NCGC |

  4. BOARD OF DIRECTORS

    ARC - Audit & Risk Committee BSC - Balance Sheet Committee DAC - Digital Advisory Committee FIMC - Fiduciary & Investment Management Committee HRC - Human Resources & Compensation Committee NCGC - Nominating & Corporate Governance Committee As one of the largest financial institutions in Hawai‘i, finding director candidates with a deep knowledge of the focused market in which we operate is critical. The nominees’ breadth and diversity of experience, mix of qualifications, attributes, and skills strengthen our Board of Director’s effective oversight of the Company’s business. While our longer tenured directors bring a wealth of experience and deep understanding of the business, we recognize the need for fresh perspectives, have consistently added new directors, and are committed to continued board and committee diversity and refreshment.

  5. 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.

  6. ATTRIBUTES AND SKILLS OF THE NOMINEES

    | 12 Director Nominees: | Erickson | Feldman | Ho | Hulst | Lucien | Mills | Moy | Nichols | 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 | | | | ✓ | | | ✓ | | ✓ | | ✓ | | | Non-binary | | | | | | | | | | | | | | Race | | | | | | | | | | | | | | American Indian or Alaskan Native | | | | | | | | | | | | | | Asian | | | ✓ | | | | ✓ | | ✓ | | ✓ | ✓ | | Black or African American | | | | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | ✓ | | | | | ✓ | | | White | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Age/Tenure | | | | | | | | | | | | | | Age | 62 | 51 | 58 | 50 | 70 | 54 | 46 | 67 | 53 | 54 | 56 | 71 | | Years on the Board | 4 | 4 | 14 | 4 | 17 | 2 | 6 | 9 | 3 | 10 | <1 | 21 |

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  8. Director Compensation

    Director Compensation The following table presents, for the year ended December 31, 2023, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2023. Mr. Ho did not receive any additional compensation for services provided as a director.

  9. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  10. 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 ($) | | S. Haunani Apoliona | 81,500 | 64,993 | — | — | — | — | 146,493 | | Mark A. Burak | 99,500 | 64,993 | — | — | — | — | 164,493 | | John C. Erickson | 102,500 | 64,993 | — | — | — | — | 167,493 | | Joshua D. Feldman | 93,500 | 64,993 | — | — | — | — | 158,493 | | Michelle E. Hulst | 92,000 | 64,993 | — | — | — | — | 156,993 | | Kent T. Lucien | 102,250 | 64,993 | — | — | — | — | 167,243 | | Elliot K. Mills | 87,000 | 64,993 | — | — | — | — | 151,993 | | Alicia E. Moy | 97,000 | 64,993 | — | — | — | — | 161,993 | | Victor K. Nichols | 112,000 | 64,993 | — | — | — | — | 176,993 | | Barbara J. Tanabe | 114,000 | 64,993 | — | — | — | — | 178,993 | | Dana M. Tokioka | 75,000 | 64,993 | — | — | — | — | 139,993 | | Raymond P. Vara, Jr. | 144,000 | 64,993 | — | — | — | — | 208,993 | | Suzanne P. Vares-Lum | 50,250 | 59,810 | | | | | 110,060 | | Robert W. Wo | 99,000 | 64,993 | — | — | — | — | 169,993 |

  11. DIRECTOR COMPENSATION TABLE

    (1) Mmes. Apoliona and Hulst and Messrs. Burak, Lucien, Mills, Nichols and Wo elected to defer all of their respective fees earned in 2023. Ms. Tanabe elected to defer all of her Board retainer fees only. 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 28, 2023, the Company issued grants of 1,342 shares of restricted common stock to each of the non-management directors, each grant having an aggregate fair value of $64,993 based on the closing price of the Company’s common stock of $48.43 on the date of the grant; 100% of the grant will vest on April 19, 2024. On May 26, 2023, the Company issued a prorated grant of 1,525 shares of restricted common stock to Ms. Vares-Lum upon her appointment to the Board, the grant had an aggregate fair value of $59,810 based on the closing price of the Company’s common stock of $39.22 on the date of the grant; 100% of the grant will vest on April 19, 2024. As of December 31, 2023, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): Ms. Apoliona, 15,002 shares; Mr. Burak, 1,342 shares; Mr. Erickson, 1,342 shares; Mr. Feldman, 1,342 shares; Ms. Hulst, 1,342 shares; Mr. Lucien, 1,342 shares; Mr. Mills, 1,342 shares; Ms. Moy,1,342 shares; Mr. Nichols, 1,342 shares; Ms. Tanabe, 1,342 shares; Ms. Tokioka, 1,342 shares; Mr. Vara, 1,342 shares; Ms. Vares-Lum 1,525 shares; and Mr. Wo, 20,142 shares. No option awards were granted in 2023. As of December 31, 2023, no director had outstanding options to purchase shares of the Company’s common stock.

  12. COMPENSATION DISCUSSION AND ANALYSIS

    | | Page | | Compensation-Related Highlights | 37 | | 2023 Shareholder Outreach | 38 | | Attracting Qualified Executives | 39 | | Succession Update | 39 | | A New Compensation Plan for 2024 and Beyond | 39 | | Compensation Program Governance Summary | 41 | | Business and Performance Overview | 41 | | 2023 Incentive Plan Metrics | 43 | | Detailed Discussion and Analysis | 46 | | Executive Compensation Philosophy | 46 | | Executive Compensation Process | 46 | | Peer Group and the Market Check | 48 | | S&P Supercomposite Regional Bank Index | 49 | | Role of the Compensation Consultant | 49 | | Compensation and Risk Management | 49 | | Elements of the Compensation Program | 49 | | 2023 Base Salary | 49 | | 2023 Short-Term Incentive Compensation | 50 | | 2023 Long-Term Incentive Compensation | 53 | | Benefits and Retirement Plans Sponsored by the Company | 54 | | Perquisites | 54 | | Change-in-Control and Severance Arrangements | 54 | | No Excise Tax Gross-Ups | 55 | | Vesting of Equity Incentive Compensation on Change-in-Control (Double-Trigger) | 55 | | Other Matters | 56 | | Stock Ownership Requirements | 56 | | Clawback Policy | 56 | | Anti-Hedging and Pledging Policies | 56 | | Tax Considerations | 56 | | Executive Compensation Tables | 57 | | Summary Compensation Table | 57 | | All Other Compensation Table | 58 | | Change-in-Control, Termination, and Other Arrangements | 64 | | Pay Versus Performance | 66 | | CEO Pay Ratio | 69 |

  13. 2023 Compensation Program

    2023 Compensation Program o Continued emphasis on pay-for-performance philosophy o Short-term incentive (“STI”) and long-term incentive (“LTI”) plans are 100% performance-based (no use of time-based LTI) for all NEOs ▪ Approximately 78% of our CEO’s total compensation (salary, STI, LTI and all other compensation) is performance-based. This is a much higher percentage compared to other regional banks in our peer group where, on average, 40% of CEOs receive LTI in time-based RSU

  14. 2023 Compensation Program

    | Peer Group | Percentage of Total CEO Compensation That Is Performance-Based | | 25th Percentile | 50% | | Median | 57% | | 75th Percentile | 65% | | BOH | 78% |

  15. 2023 Compensation Program

    ▪ The LTI plan provides for a three-year performance period, with three-year cliff vesting o Year-over-year STI payouts are substantially lower because earnings per share (“EPS”) determines the level of funding of our bonus pool, and EPS was down 25% in 2023 o The short- and long-term incentive plan quantitative performance metrics finished in the top quartile relative to the identified peer group. One-year Total Shareholder Return finished above median relative to peers o As we committed to in 2022, no retention awards were granted to NEOs in 2023, as the awards made in prior years were effective in retaining our senior leaders and allowed for an orderly succession o Engaged with shareholders on executive compensation and began the process of developing a new executive compensation program that was approved and implemented in early 2024 •

  16. 2024 Compensation Program Updates

    2024 Compensation Program Updates o In response to shareholder feedback, we redesigned our executive compensation program to enhance alignment with our Company strategy, significantly reduce the overlap in our incentive metrics, and re-establish our pay levels and performance opportunities. Changes include: ▪ Introducing additional STI and LTI metrics for 2024 ▪ CEO STI metrics go from Return on Common Equity (“ROCE”) (weighted 40%), Price to Book (“P/B”) ratio (weighted 40%) and individual performance (weighted 20%) in 2023 to a balanced scorecard measuring profitability, asset quality, financial returns, a strategic measure, and individual performance in 2024, each weighted 20%. EPS growth will determine size of overall bonus pool ▪ LTI metrics go from ROCE (weighted 50%) and P/B ratio (weighted 50%) to ROCE (weighted 70%) and introducing Total Shareholder Return (“TSR”) (weighted 30%) for 2024 equity grants; eliminating P/B ratio o Individual performance measured against refreshed strategic goals o 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 o Incentives remain 100% performance-based, no time vesting, which continues our commitment to aligning pay with performance Significant reduction in historic LTI grant values of 40% as part of a plan to target CEO compensation at peer median while maintaining potential leverage to reward for appropriate performance.

  17. Short-Term Incentive

    Short-Term Incentive For 2024, the Company will determine 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 will be given equal weighting in determining the CEO’s cash bonus. Accordingly, Pre-Provision Net Revenue (“PPNR”) will be measured against a target set at the beginning of the year, and is designed to encourage budget discipline among executives throughout the year. Making sure that a conservative credit culture drives behavior, the level of non-performing assets will be measured relative to peers. ROCE remains a key measure of the Company’s financial health, and will continue to be measured against peers, although weighted less than in prior years. Inasmuch as the Company’s brand is a differentiator in our marketplace, a focus on customer experience has been a key strategic initiative for several years, and for 2024 the strategic metric will be our Customer Experience score, as measured by the proprietary framework developed by Forrester, a global research company. As in years past, the CEO’s individual contribution will be determined based on an assessment of strategic initiatives, community presence and reputation, and leadership development and succession. NEO personal contributions will be measured against strategic goals that have been refreshed for 2024. Finally, the overall incentive pool will continue to be determined by EPS growth.

  18. 2024 Long-Term Incentive

    2024 Long-Term Incentive For 2024 and going forward, the Company has also significantly changed how it plans to measure long-term performance by removing Price to Book ratio and introducing a TSR metric. Accordingly, beginning with grants to NEOs in 2024, ROCE and TSR, weighted at 70% and 30%, respectively, measured over a three-year performance period, will determine whether and to what extent awards vest. In addition, the Committee has determined that the number of awards granted NEOs should be reduced, with an opportunity to earn up to two times the grant amount if superior performance is achieved. The below chart shows graphically the year over year changes to the Company’s short- and long-term incentive programs:

  19. 2024 Long-Term Incentive

    | Performance | 2023 | 2024 | | | Weighting | | | Category | (STI and LTI) | STI | LTI | Measurement | STI | LTI | | Profitability | | Pre-Provision Net Revenue | | Absolute | 20% | | | Asset Quality | | Non-Performing Assets | | Relative | 20% | | | Financial Returns | ROCE (STI and LTI) | ROCE | ROCE | Relative | 20% | 70% | | Shareholder Returns | Price to Book (STI and LTI) | | Total Shareholder Return | Relative | | 30% | | Strategic Measure | | Customer Experience | | Absolute | 20% | | | Individual | Individual (STI) | Individual | | Absolute | 20% | |

  20. 2024 Long-term Incentive Award Grant Level

    2024 Long-term Incentive Award Grant Level Through 2023, the Company granted NEO long-term incentive recipients the number of shares that would vest if the Company performed at the target level, which was set at the top-quartile relative to peers, and there was no opportunity to earn more than the target level. In 2024 and going forward, we have reduced the number of shares granted while providing the opportunity to earn additional shares by over-performing relative to peers. This results in a reduction in LTI grant values and lowers target total direct compensation by 20% for the CEO and an average of 13% year-over-year for other NEOs, is more consistent with market practices and our peer group, and is designed to establish our CEO’s target equity value at the 50th percentile relative to peers.

  21. 2024 Long-term Incentive Award Grant Level

    | | LTI Grants | | | Total Direct Compensation | | | | | 2023 | 2024 | 2023 vs. 2024 | 2023 | 2024 | 2023 vs. 2024 | | CEO | $3,000,067 | $1,800,000 | -40% | $4,485,867 | $3,571,600 | -20% | | NEO Average | $750,079 | $401,250 | -47% | $1,380,779 | $1,199,010 | -13% |

  22. 2024 Long-term Incentive Award Grant Level

    2024 LTI grants reflect the actual amount granted in February 2024 to the CEO, and the average of the actual amounts granted to the other NEOs. 2024 Total Direct Compensation is an estimate that includes current salary, 2024 LTI grants, and a target STI amount (1x salary for the CEO; .8x salary for the other NEOs).

  23. 2023 Incentive Plan Metrics

    2023 Incentive Plan Metrics The LTI program measures ROCE and P/B ratio over a three-year sustained performance period and both measures are equally weighted (50% P/B, 50% ROCE). To achieve full payout, top-quartile performance relative to peers* is required. The Board believes that these metrics are strong measures of management’s ability to drive profitability (ROCE) and enhance shareholder equity (P/B), resulting in both short- and long-term shareholder value. For the CEO STI program, annual measurement of ROCE and P/B each receive a 40% weighting. In addition, 20% of STI depends on a qualitative assessment of disciplined other metrics relating to Strategic Initiatives, Community Presence/Reputation, and Leadership Development/Succession. Finally, the Company determines the amount of the overall STI bonus pool by assessing annual growth in earnings per common share (EPS), effectively making EPS a fourth metric upon which to determine STI payouts. In 2023, the Company saw a significant decline in EPS, and NEO short-term incentives were substantially reduced as a result. As mentioned, the incentive plan metrics have been revamped beginning in 2024. *S&P Supercomposite Regional Bank Index (excluding banks with assets > $50.0 billion) as of January 3, 2023.

  24. Key Performance Metrics

    Key Performance Metrics

  25. Key Performance Metrics

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  26. Peer Group and the Market Check

    Peer Group and the Market Check 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 Willis Towers Watson. For 2023, 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.

  27. Peer Group and the Market Check

    | Peer Group Companies* | | | | | | | Market Capitalization | Revenue | Total Assets | Employee Population (FTE)** | | Bank Peers (dollars in millions) | | | | | | Associated Banc-Corp | $3,070.0 | $1,019.7 | $41,015.9 | 4,100 | | Banner Corporation | $1,505.1 | $609.6 | $15,670.4 | 1,966 | | BOK Financial Corporation | $5,465.4 | $2,016.1 | $49,824.8 | 4,966 | | Cathay General Bancorp | $2,802.8 | $784.1 | $23,081.5 | 1,178 | | Commerce Bancshares, Inc. | $6,725.0 | $1,550.7 | $31,701.1 | 4,660 | | Community Bank System, Inc. | $2,362.4 | $640.7 | $15,554.5 | 2,933 | | First Financial Bancorp. | $2,060.3 | $796.7 | $17,532.9 | 2,165 | | First Hawaiian, Inc. | $2,654.5 | $810.3 | $24,926.5 | 2,089 | | Fulton Financial Corporation | $2,457.0 | $1,027.9 | $27,560.7 | 3,300 | | Glacier Bancorp, Inc. | $4,081.3 | $787.5 | $27,742.6 | 3,227 | | Hancock Whitney Corporation | $3,665.3 | $1,327.0 | $35,578.6 | 3,591 | | Home Bancshares, Inc. (Conway, AR) | $4,670.4 | $981.6 | $22,656.7 | 2,774 | | International Bancshares Corporation | $3,175.6 | $798.9 | $15,066.2 | 2,177 | | Old National Bancorp | $4,736.0 | $1,762.2 | $49,089.8 | 3,940 | | Pacific Premier Bancorp, Inc. | $2,170.3 | $440.2 | $19,026.6 | 1,345 | | PacWest Bancorp (1) | $— | $837.2 | $36,877.8 | 2,438 | | Prosperity Bancshares, Inc. | $5,778.0 | $1,091.2 | $38,547.9 | 3,850 | | Renasant Corporation | $1,742.7 | $616.8 | $17,360.5 | 2,300 | | Texas Capital Bancshares, Inc. | $2,731.7 | $1,003.5 | $28,356.3 | 1,987 | | Trustmark Corporation | $1,624.2 | $735.3 | $18,722.2 | 2,757 | | UMB Financial Corporation | $3,882.8 | $1,420.7 | $44,011.7 | 3,599 | | United Bankshares, Inc. | $4,586.3 | $1,024.0 | $29,926.5 | 2,736 | | Average for Bank Peer Group | $3,426.1 | $1,003.7 | $28,628.7 | 2,913 | | Bank of Hawai‘i Corporation | $2,880.5 | $673.6 | $23,733.3 | 1,899 |

  28. Peer Group and the Market Check

    (1) PacWest Bancorp is no longer traded as of November 30, 2023 following its merger with Banc of California. The financials presented reflects the last twelve months as of Q3 2023 before its merger. * Peer data provided by Willis Towers Watson Executive Compensation Consultants as of December 31, 2023, or earlier, based on available data as of February 28, 2024. ** FTE represents Full-Time Equivalent Employees After selecting the peer companies, the Committee does not target a specific relative level of compensation but considers the median levels (the 50th percentile) of the following when determining target pay: (1) base salaries, (2) total cash compensation, including annual incentives on both an actual and target basis, and (3) total direct compensation including long-term incentives at both actual and target levels. If NEO base salaries, total cash compensation, or target or actual incentive compensation result in above-median compensation, it is directly because of measurable Company and/or individual executive performance.

  29. S&P Supercomposite Regional Bank Index

    S&P Supercomposite Regional Bank Index In addition to the bank peer group, the Company benchmarks key performance metrics and the compensation program against the companies included in the S&P Supercomposite Regional Bank Index, excluding those companies with assets in excess of $50.0 billion. The Committee believes that the S&P Supercomposite Regional Bank Index provides an appropriate group for comparison purposes because these are the companies with which the Company competes for capital and talent. The Committee concluded that the Company’s business mix and source of executive talent for the Company are well represented in the S&P Supercomposite Regional Bank Index.

  30. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee is responsible for retaining its compensation consultant, Willis Towers Watson, and for determining the terms and conditions of that engagement, including fees to be paid to the consultant. The Committee determines whether the consultant's services are performed objectively. The compensation consultant 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 2023, the Committee considered the factors delineated by the SEC in Rule 10C-1 and determined that Willis Towers Watson was an independent compensation consultant and that the firm’s work did not raise a conflict of interest with the Company. Willis Towers Watson 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. Willis Towers Watson also provided the Committee with market data and an analysis of competitive compensation for the NEOs.

  31. Compensation and Risk Management

    Compensation and 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 page 23 for greater detail). 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. 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.

  32. 2023 Short-Term Incentive Compensation

    2023 Short-Term Incentive Compensation 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 EIP provides for a maximum incentive pool of 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 2023, the Committee allocated a maximum percentage of 35% to Mr. Ho 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. To achieve any payout, top two quartile performance must occur with actual payout determined by performance and quantitative metric weighting. Company performance below median results in forfeiture of the entire weighted opportunity for each of the quantitative measures. All 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. Similar to the CEO, to achieve any payout, top two quartile performance must occur with actual payout determined by performance and metric weighting. The following chart compares the targeted goals of each quantitative performance metric with actual results:

  33. 2023 Short-Term Incentive Compensation

    | Return-on-Common-Equity Relative to Peers (40% Weighting) | Stock Price-to-Book Ratio Relative to Peers (40% Weighting) | | | |

  34. 2023 Short-Term Incentive Compensation

    The following table describes the Short-Term Incentive Plan’s disciplined other short-term metrics and achievements of the CEO and NEOs for 2023:

  35. 2023 Short-Term Incentive Compensation

    | 2023 Disciplined Other Short-Term Metrics - 20% Weighting * | | | | Strategic Initiatives | Community Presence/Reputation | Leadership Development/Succession | | • Total loan balances grew 2.33% • Overall asset quality remained strong • Efficiency ratio was 64.95% • Customer Experience (CX) ◦ Improved CX score ◦ Activated and measured impact of CX Pillars and continued CX Panel ◦ Identified AI Pilot ◦ Completed CX Advocate Program ◦ Launched and continued delivery of Operational Empowerment • Employee Experience (EX) ◦ Launched an employee podcast, co-hosted by CEO and Culture + EX; completed 4 episodes centered around company direction and employee stories ◦ Enhanced Employee Journeys ◦ Accelerated Talent Planning practices ◦ Activated Culture/EX Framework ◦ Enriched Talent & Leadership Development • Operational Excellence (OX) ◦ CX reimagined and broadened focus of OX across the Company • Digital Experience ◦ Continued development of a new online and mobile experience ◦ Supported deposits growth through online channels • Segmentation Solutions ◦ Evolved offers ◦ Developed segment sales strategy • Contact Center Modernization ◦ Improved CX and EX scores, and attrition ◦ Expanded capabilities ◦ Delivered operational efficiencies • Data Analytics ◦ Completed additional analytics governance use cases ◦ Deepened and expanded analytics support • Branch Modernization ◦ Strengthened CX and talent acquisition and retention ◦ Continued operational and physical optimization ◦ Gained efficiencies | • CEO continues to be active in the community serving, on 11 local boards and in a leadership role guiding Hawai‘i • High levels of industry and press recognition: ◦ Deposits are rated A1 by Moody’s Investor Service, reflecting our strong financial profile and conservative credit risk management ◦ “World’s Most Trustworthy Companies” in the banking industry worldwide by Newsweek. Among a list of 1,000 companies in 21 countries and 23 industries, Bank of Hawai‘i is the only Hawai‘i bank listed." ◦ Named Best Bank by readers of the Honolulu Star-Advertiser, Hawaii Tribune-Herald, and West Hawaii Today ◦ Named a top 3 finalist (amongst the ~400 submissions) in the inaugural National Customer Obsessed Enterprise Award from global research firm Forrester ◦ Received multiple recognitions from Forbes magazine including to rank as one of the “America’s Best Banks” (14th consecutive year), “The World’s Best Banks” (5th consecutive year) and both nationally and locally “America’s Best Midsize Employers” and “America’s Best Employers by State” • Strong commitment to ESG in 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 integration of environmental and social issues into financing solutions that generate positive environmental and social impacts • Significant charitable/community activity: ◦ Bank of Hawai‘i, its Foundation and employees contributed nearly $3 million to the community ◦ $200,000 to Pu‘uhonua O Wai‘anae to fund ongoing construction ◦ $100,000 to Straub Burn Center ◦ $100,000 to Wai‘anae Coast Comprehensive Center ◦ $75,000 to PBS Hawai‘i HIKI NO ◦ $50,000 to American Heart Association- Hawai‘i ◦ $30,000 to Goodwill Goes GLAM! As part of the Company’s visionary sponsorship and ongoing commitment to help people with employment barriers find jobs ◦ $25,000 to Teach for America Hawai‘i to support programming that provides educational excellence for Hawaii‘s children ◦ $15,000 to Prince Lot Hula Festival for its 46th annual celebration of Hawaiian culture ◦ Bank of Hawai‘i Scholarship Fund awarded 24 Scholars a total of $84,000 to children and grandchildren of Bank of Hawai‘i employees | • Executive Transitions 58% of movement to executive and senior officer roles were internal promotions; 42% were strategic external hires to fill key business needs • Strong commitment to ESG in the workplace Committed to attracting, retaining and developing diverse talent and invests in employees through education, learning development, compensation and benefits, and workplace excellence, including wellness, diversity and inclusion • Talent Landscape Laid the groundwork for talent review and succession planning across the organization • Leadership Conference Two-day onsite conference for the Company’s senior leaders. Focused on understanding the current business environment, work for the future and building a shared purpose. Learning Partner Groups continued focus discussions to include accountability for exhibiting the leadership principles. • Pathways to Professional Excellence Provides an overview of the Company and each of the business segments, key corporate initiatives and operations, and skill development to be an effective leaders • Executive Coaching Keeps the growth mindset with continuous investment on personal and professional growth for leaders • Mentorship Programs Allows leaders to sharpen their skills and give back to the community by mentoring college students or small business owners |

  36. 2023 Short-Term Incentive Compensation

    | * 20% represents CEO weighting and performance. |

  37. 2023 Short-Term Incentive Compensation

    In evaluating the CEO performance and resulting EIP payment, the Committee employed a weighted 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 certified fourth (top) quartile performance for the Return-on-Common-Equity (79.5 percentile), and Stock Price-to-Book Ratio (91.8 percentile) metrics. The Committee reviewed and discussed in detail the CEO’s individual contributions and rated his performance “OUTSTANDING” in the pre-determined areas of community presence, reputation, leadership development, succession planning and strategic initiatives. Nevertheless, the Committee determined that a substantial reduction in the CEO’s EIP payment was appropriate because EPS determines the overall funding of the EIP program and EPS was 25% lower year over year. In addition, the Committee exercised further downward discretion to align the CEO’s STI payout with year-end financial results. 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.

  38. S. Bradley Shairson

    | Name | Annual Base Salary as of December 31, 2023 ($) | Target Annual Incentive | Final Incentive Payout (% of Annual Base Salary) | Final Incentive Award ($) | | | Peter S. Ho | 885,800 | 100% | 68% | 600,000 | | | Dean Y. Shigemura | 448,050 | 80% | 80% | 360,000 | | | Marco A. Abbruzzese | 412,000 | 80% | 64% | 265,000 | | | Matthew K.M. Emerson | 437,750 | 80% | 69% | 300,000 | | | S. Bradley Shairson | 300,000 | 80% | 133% | 400,000 | 1 | | 1 This amount was promised to Mr. Shairson as part of his new hire package. | | | | | |

  39. 2023 Long-Term Incentive Compensation - Threshold, Target and Maximum Performance Levels

    2023 Long-Term Incentive Compensation - Threshold, Target and Maximum Performance Levels In setting the CEO’s and other NEOs’ long-term incentive compensation in 2023, 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 be awarded under the 2023 long-term incentive plan to the CEO and other NEOs. The Company’s 2023 long-term incentive plan is 100% performance-based and awarded in the form of performance units with a three-year cliff vesting schedule. Separately, Mr. Shairson was granted a mixture of time- and performance-based equity awards as part of his new-hire package. All of these equity awards are further detailed in the Grants of Plan-Based Awards table on page 61. The plan requires achievement of a three-year sustained performance period with performance metrics and hurdles as follows:

  40. 2023 Long-Term Incentive Compensation - Threshold, Target and Maximum Performance Levels

    | 2023 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 (50%); and ▪ Stock Price-to-Book Ratio (50%). • To achieve full payout, top quartile performance in Return-on-Common-Equity and Stock Price-to-Book Ratio must occur • To achieve any payout, top two quartile performance must occur with the actual payout determined by performance and metric weighting |

  41. 2023 Long-Term Incentive Compensation - Threshold, Target and Maximum Performance Levels

    * S&P Supercomposite Regional Bank Index (excluding banks with assets > $50.0 billion) as of January 3, 2023 As indicated above, performance units awarded to the NEOs pursuant to the 2023 long-term incentive plan require a three-year (2023-2025) sustained performance period, with the three-year cliff vesting determined at the conclusion of the three-year performance period. The total vesting award is determined by the quartile performance achievement over the three-year performance period. The Company has set a target award of 100% of the performance units to be awarded under the 2023 long-term incentive plan with a threshold or minimum award of 50% of target and maximum award of 100% of target. There is no opportunity to achieve more than 100%. To achieve any performance unit award, top two quartile performance must occur with the actual award determined by performance and metric weighting. Company performance below the median 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, where the First Category Units are conditioned upon “Return-on-Common-Equity”, and the Second Category Units are conditioned upon “Stock Price-to-Book Ratio” (“Financial Performance Criteria”). In this regard, the Period of Restriction terminates with respect to the “Applicable Vesting Percentage” of the First Category Shares and Second Category Shares, as the case may be, based upon the Company’s achievement of the respective Financial Performance Criteria in accordance with the following schedule:

  42. 2023 Long-Term Incentive Compensation - Threshold, Target and Maximum Performance Levels

    | Return-on-Common-Equity and Stock Price-to-Book Ratio | | | Financial Performance Criteria -- Three Year Average Percentile Rank | Applicable Vesting Percentages | | 75th and Above (Maximum) | 100% | | 62.5th - 74.9th | 75% | | 50th - 62.49th | 50% | | Below 50th | 0% |

  43. 2023 Long-Term Incentive Compensation - Threshold, Target and Maximum Performance Levels

    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) shall be measured as of December 31 of such year and “Stock Price-to-Book Ratio” shall be measured based on stock price as of December 31 and book value as of September 30 of such year, measured against the banks that comprise the S&P Supercomposite 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 S&P Supercomposite Regional Bank Index for the average of the numerical measures over the three years 2023, 2024, and 2025 that comprise the January 3, 2023, S&P Supercomposite Regional Bank Index (with peer group banks determined by excluding banks with assets >$50B). For 2023, the Committee certified fourth (top) quartile performance for Return-on-Common-Equity (ROCE 13.89, equaling 79.5th percentile) and Stock Price-to-Book Ratio (P/B ratio 2.43, equaling 91.8th percentile). For the three-year period ending December 31, 2022, the Company’s average ROCE was 15.71 or the 95.9th percentile, and average P/B ratio was 2.48, also at the 95.9th percentile, resulting in a 100% percent payout of LTI awards granted in 2020.

  44. Change-in-Control and Severance Arrangements

    Change-in-Control and Severance Arrangements The Committee believes that an essential component to 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, including the CEO and vice chairs, 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 64 for additional information.

  45. 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 2014 Stock and Incentive Compensation Plan (as well as the 2024 Stock and Incentive Plan proposed herein) 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.

  46. 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.

  47. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter S. Ho | 2023 | 878,258 | — | 3,000,067 | — | 600,000 | 365 | 149,228 | 4,627,918 | | Chairman of the Board, | 2022 | 860,000 | — | 3,000,075 | — | 2,000,000 | — | 196,449 | 6,056,524 | | Chief Executive Officer | 2021 | 860,000 | — | 4,211,668 | — | 2,150,000 | — | 117,566 | 7,339,234 | | & President | | | | | | | | | | | Dean Y. Shigemura | 2023 | 444,235 | — | 600,059 | — | 360,000 | — | 55,587 | 1,459,881 | | Vice Chair, | 2022 | 435,000 | — | 700,073 | — | 600,000 | — | 74,443 | 1,809,516 | | Chief Financial Officer | 2021 | 435,000 | — | 1,924,368 | — | 650,000 | — | 51,155 | 3,060,523 | | Marco A. Abbruzzese(5) | 2023 | 408,492 | — | 500,074 | — | 265,000 | — | 44,769 | 1,218,335 | | Vice Chair, | 2022 | 375,385 | 950,000 | 700,133 | — | 400,000 | — | 100,190 | 2,525,708 | | Senior Executive Director, | 2021 | — | — | — | — | — | — | — | — | | Wealth Management | | | | | | | | | | | Matthew K.M. Emerson | 2023 | 434,023 | — | 500,074 | — | 300,000 | — | 47,054 | 1,281,151 | | Vice Chair, | 2022 | 405,271 | — | 300,069 | — | 400,000 | — | 52,659 | 1,157,999 | | Chief Strategy Officer | 2021 | 325,000 | — | 936,360 | — | 300,000 | — | 36,276 | 1,597,636 | | S. Bradley Shairson(6) | 2023 | 189,231 | 150,000 | 1,400,110 | — | 400,000 | — | 65,000 | 2,204,341 | | Vice Chair, | 2022 | — | — | — | — | — | — | — | — | | Deputy Chief Risk Officer | 2021 | — | — | — | — | — | — | — | — |

  48. 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. (2) 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.” Restricted stock units are valued at the closing price of the Company's common stock on the date of the grant. The 2021 amounts include the restricted stock portion of EIP granted on February 19, 2021, that was already earned under the performance-based EIP, performance-based restricted stock granted under the Supplemental Retention Stock Grant and Special Retention Incentive Plan. Mr. Shairson received new hire grants totaling $1.4 million necessary to entice him to join the Company and forgo compensation opportunities at his previous employer. (3) 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 NEOs who is a participant of this plan, which was frozen at the end of 1995. For 2023, Mr. Ho’s pension value increased by $365 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 5.51% to 5.44% and a small decrease due to the increase in the lump sum segment rates which reduces the lump that is payable. For 2022, Mr. Ho’s pension value declined by $5,602. For 2022, the decrease in value of the pension benefits from the prior measurement date is primarily due to the increase in the discount rate from 2.89% to 5.51%. Mr. Ho’s present value is further decreased due to the increase in the lump sum segment rates which reduces the lump sum payable, with lump sums assumed to be paid 90% of the time when it is less than $25,000. For 2021, the decrease in value of the pension benefits from the prior measurement date is primarily due to the increase in the discount rate from 2.55% to 2.89% and/or the delay in benefit commencement. Mr. Ho’s pension value declined by $106. 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. (4) The All Other Compensation Table that follows provides additional detail regarding the amounts in this column. (5) Mr. Abbruzzese joined the Company in January 2022. His 2022 compensation includes a signing bonus and other make-whole payments necessary to entice him to join the Company and forgo compensation opportunities at his previous employer. Mr. Shairson joined the Company in May 2023. His compensation includes a signing bonus, relocation allowance and other make-whole payments necessary to entice him to join the Company and forgo compensation opportunities at his previous employer.

  49. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  50. NONQUALIFIED DEFERRED COMPENSATION TABLE

    NONQUALIFIED DEFERRED COMPENSATION TABLE

  51. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals or Distributions in 2023 ($) | Aggregate Balance at December 31, 2023 ($)(3) | | Peter S. Ho | — | 113,340 | 260,610 | — | 2,996,001 | | Dean Y. Shigemura | 531,059 | 38,892 | 607,948 | — | 5,343,131 | | Marco A. Abbruzzese | — | 28,074 | — | — | — | | Matthew K.M. Emerson | 40,000 | 30,359 | 10,079 | — | 159,597 | | S. Bradley Shairson | — | — | — | — | — |

  52. NONQUALIFIED DEFERRED COMPENSATION TABLE

    (1) During 2023, Mr. Shigemura deferred $111,059 under the Base Salary Deferral Program. Messers Shigemura and Emerson $420,000 and $40,000 respectively under the Executive Incentive Plan. 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, 2023.

  53. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name of Fund | Rate of Return | Name of Fund | Rate of Return | | Vanguard 500 Index Inv | 26.11% | Vanguard Target Retirement 2035 Fund | 17.14% | | Vanguard Emerging Markets Stock Index | 9.03% | Vanguard Target Retirement 2040 Fund | 18.33% | | Vanguard Explorer Inv | 19.78% | Vanguard Target Retirement 2045 Fund | 19.48% | | Vanguard Federal Money Market Investor | 5.09% | Vanguard Target Retirement 2050 Fund | 20.16% | | Vanguard High-Yield Corporate Inv | 11.62% | Vanguard Target Retirement 2055 Fund | 20.15% | | Vanguard International Growth Inv | 14.66% | Vanguard Target Retirement 2060 Fund | 20.18% | | Vanguard Mid Cap Growth Inv | 24.07% | Vanguard Target Retirement 2065 Fund | 20.14% | | Vanguard Mid Cap Index Inv | 15.83% | Vanguard Target Retirement 2070 Fund | 20.24% | | Vanguard Selected Value Inv | 25.33% | Vanguard Target Retirement Income Fund | 10.65% | | Vanguard Short-Term Federal Fund Investor Shares | 3.80% | Vanguard Total Bond Market Index Inv | 5.59% | | Vanguard Small Cap Index Inv | 18.05% | Vanguard US Growth Inv | 45.16% | | Vanguard Target Retirement 2020 Fund | 12.51% | Vanguard Wellington Inv | 14.30% | | Vanguard Target Retirement 2025 Fund | 14.54% | Vanguard Windsor Fund Investor Shares | 14.92% | | Vanguard Target Retirement 2030 Fund | 15.60% | | |

  54. NONQUALIFIED DEFERRED COMPENSATION TABLE

    (2) These amounts represent Excess Benefit Plan and Restoration Contributions by the Company for fiscal year 2023 which were paid in 2024 and accordingly are not included in the Aggregate Balance as of Last Fiscal Year-End column. Mr. Shairson was not eligible for Registrant Contributions in 2023. See columns, 3, 5 and 6 of the All Other Compensation Table for additional details. 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. The amounts reported are as follows: Mr. Ho, $2,728,769; Mr. Shigemura, $3,421,588; and Mr. Emerson, $40,000.

  55. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table summarizes the equity-based awards granted in 2023 to the named executive officers in the Summary Compensation Table.

  56. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards; Number of Shares of | All Other Option Awards: Number of | Exercise or Base Price of | Grant Date Fair Value of Stock and | | Name | Type of Award (1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) | Securities Underlying Options(#) | Option Awards ($/Sh) | Option Awards ($) | | Peter S. Ho(5) | PSU | 2/24/2023 | — | — | — | — | 39,937 | 39,937 | — | — | — | 3,000,067 | | Dean Y. Shigemura(5) | PSU | 2/24/2023 | — | — | — | — | 7,988 | 7,988 | — | — | — | 600,059 | | Marco A. Abbruzzese(5) | PSU | 2/24/2023 | — | — | — | — | 6,657 | 6,657 | — | — | — | 500,074 | | Matthew K.M. Emerson(5) | PSU | 2/24/2023 | — | — | — | — | 6,657 | 6,657 | — | — | — | 500,074 | | S. Bradley Shairson(2) | PSG | 5/1/2023 | — | — | — | — | 10,461 | 10,461 | — | — | — | 500,036 | | (3) | RSG | 5/1/2023 | — | — | — | — | — | — | 10,461 | — | — | 500,036 | | (4) | RSG | 5/1/2023 | — | — | — | — | — | — | 8,369 | — | — | 400,038 |

  57. GRANTS OF PLAN-BASED AWARDS

    (1) Types of Awards: PSG - Performance-Based Restricted Stock Grant RSG - Service-Based Restricted Stock Grant PSU - Performance-Based Restricted Stock Unit Grant (2) Performance-based restricted stock was granted as part of Mr. Shairson’s new hire package, 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 2023, 2024, and 2025) average percentile ranking in the S&P Supercomposite 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 S&P Supercomposite Regional Bank Index was determined as of January 3, 2023. 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 S&P Supercomposite 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 S&P Supercomposite 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. (3) Service-based restricted stock was granted on May 1, 2023 as part of Mr. Shairson’s new hire package, which will vest in full on the second anniversary of the grant once the Company’s People Services has certified the grantee remained an employee of the Company through the vesting date. (4) Service-based restricted stock was granted on May 1, 2023 as part of Mr. Shairson’s new hire package, which will vest in full on the first anniversary of the grant once the Company’s People Services has certified the grantee remained an employee of the Company through the vesting date. Performance-based restricted stock unit was granted, of which 50% are First Category Units and 50% 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 2023, 2024, and 2025) average percentile ranking in the S&P Supercomposite 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 S&P Supercomposite Regional Bank Index was determined as of January 3, 2023. The First Category Units will vest 100% if the three year average percentile ranking for Return-on-Equity is in the top quartile of the S&P Supercomposite 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, units will forfeit if the Company’s ranking is below the 50th percentile. The Second Category Units will vest 100% if the three year average percentile ranking for Stock Price-to-Book Ratio is in the top quartile of the S&P Supercomposite 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, units will forfeit if the Company’s ranking is below the 50th percentile.

  58. 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, 2023, by the named executive officers in the Summary Compensation Table.

  59. 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 ($)(12) | | Peter S. Ho | — | — | — | — | — | — | — | 39,282(1) | 2,846,374 | | | — | — | — | — | — | 2,663(2) | 192,961 | — | — | | | — | — | — | — | — | — | — | 34,373(3) | 2,490,668 | | | — | — | — | — | — | — | — | 39,937(4) | 2,893,835 | | Dean Y. Shigemura | — | — | — | — | — | — | — | 7,857(1) | 569,318 | | | — | — | — | — | — | 839(2) | 60,794 | — | — | | | — | — | — | — | — | — | — | 8,021(3) | 581,202 | | | — | — | — | — | — | — | — | 7,988(4) | 578,810 | | | — | — | — | — | — | — | — | 10,737(5) | 778,003 | | Marco A. Abbruzzese | — | — | — | — | — | 1,650(10) | 119,559 | — | — | | | — | — | — | — | — | 4,399(11) | 318,752 | — | — | | | — | — | — | — | — | — | — | 6,657(4) | 482,366 | | Matthew K.M. Emerson | — | — | — | — | — | — | — | 2,806(1) | 203,323 | | | — | — | — | — | — | 323(2) | 23,405 | | — | | | — | — | — | — | — | 402(6) | 29,129 | | — | | | — | — | — | — | — | — | — | 3,438(3) | 249,117 | | | — | — | — | — | — | — | — | 6,657(4) | 482,366 | | | — | — | — | — | — | — | — | 6,442(5) | 466,787 | | S. Bradley Shairson | — | — | — | — | — | 8,369(7) | 606,418 | — | — | | | — | — | — | — | — | 10,461(8) | 758,004 | — | — | | | — | — | — | — | — | — | — | 10,461(9) | 758,004 |

  60. OUTSTANDING EQUITY AWARDS

    (1) These are performance-based restricted stock in which the performance targets were achieved and vested on February 21, 2024. (2) These are service-based restricted stock issued as part of the performance-based 2020 Executive Incentive Plan payout. Two-thirds of the grant vested on February 22, 2022 and February 20, 2023, and the remaining one-third with vested on February 19, 2024. (3) These are performance-based restricted stock, which will vest on the date of certification of achievement of service and performance targets by the Committee in 2025. (4) 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 2026. (5) These are performance-based restricted stock with a vest date of March 31, 2026. (6) These are service-based restricted stock. One-fourth of the grant vested on October 25, 2021, October 25, 2022 and October 23, 2023, and the remaining one-fourth with vest date of October 23, 2024. (7) These are service-based restricted stock with a vest date of May 1, 2024. (8) These are service-based restricted stock with a vest date of May 1, 2025. (9) These are performance-based restricted stock, which will vest on the date of certification of achievement of service and performance targets by the Committee in 2026. (10) These are new hire service-based restricted stock. One-half of the grant vested on January 10, 2023 and the remaining one-half vested on January 10, 2024. (11) These are service-based restricted stock with a vest date of January 10, 2025. The amounts in these columns are based on the closing market stock price of the Company’s common stock on December 31, 2023 of $72.46.

  61. 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 2023. For further information on the vesting criteria for these restricted stock awards see the table “Outstanding Equity Awards.”

  62. 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 | — | — | 30,605 | 2,297,796 | | Dean Y. Shigemura | — | — | 8,663 | 650,370 | | Marco A. Abbruzzese | — | — | 1,649 | 133,091 | | Matthew K.M. Emerson | — | — | 3,520 | 253,280 |

  63. 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.

  64. PENSION BENEFITS

    PENSION BENEFITS The Employees’ Retirement Plan of Bank of Hawaii (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:

  65. 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 Hawaii | 2 | 14,204 | — |

  66. PAY VERSUS PERFORMANCE

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

  67. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) (3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (4) | Net Income ($) | Return-on-Common Equity (%) (5) | | 2023 | 4,627,918 | 4,381,686 | 1,540,927 | 1,701,848 | 89 | 94 | 171,202,000 | 13.89% | | 2022 | 6,056,524 | 5,674,791 | 2,661,358 | 2,487,102 | 91 | 107 | 225,804,000 | 17.83% | | 2021 | 7,339,234 | 8,082,521 | 3,143,609 | 3,227,437 | 95 | 131 | 253,372,000 | 17.92% | | 2020 | 4,248,492 | 3,003,245 | 1,463,462 | 1,166,693 | 84 | 93 | 153,804,000 | 11.56% |

  68. PAY VERSUS PERFORMANCE

    (1) Reflects compensation for our Chairman, Chief Executive Officer & President, Peter S. Ho, who served as our Principal Executive Officer (PEO) in 2020, 2021, 2022 and 2023. (2) CAP values for fiscal years 2020, 2021, and 2022 differ from those published in our March 17, 2023 proxy. These differences are a result of changes in our understanding of the assumptions and methodologies required under the SEC rule. (3) Reflects compensation for Dean Y. Shigemura, Sharon M. Crofts, James C. Polk, Mary E. Sellers, and Mark A. Rossi in 2020; Dean Y. Shigemura, Sharon M. Crofts, James C. Polk, and Mary E. Sellers in 2021; and Dean Y. Shigemura, Marco A. Abbruzzese, James C. Polk, and Mary E. Sellers in 2022; and Dean Y. Shigemura, Marco A. Abbruzzese, Matthew K.M. Emerson, and S. Bradley Shairson in 2023, as shown in the Summary Compensation Table for each respective year. (4) Peer Group used for TSR comparisons reflects the S&P Supercomposite Regional Bank Index. (5) 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.

  69. PAY VERSUS PERFORMANCE

    | | PEO | | | | Other NEO Average | | | | | Adjustments (1) | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | 4,627,918 | 6,056,524 | 7,339,234 | 4,248,492 | 1,540,927 | 2,661,358 | 3,143,609 | 1,463,462 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (3,000,067) | (3,000,075) | (4,211,668) | (2,500,060) | (750,079) | (1,350,055) | (2,003,242) | (540,023) | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | 2,893,835 | 2,665,970 | 3,959,251 | 2,140,993 | 916,492 | 1,190,982 | 1,824,565 | 462,463 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (389,222) | (449,810) | 389,023 | (979,172) | (59,815) | (139,071) | 96,406 | (217,007) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (75,927) | 102,798 | 327,875 | (120,582) | (9,017) | 18,085 | 79,758 | (45,446) | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | 325,514 | 299,384 | 278,806 | 216,429 | 63,340 | 105,803 | 86,341 | 44,648 | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | (365) | - | - | (2,855) | - | - | - | (1,404) | | Compensation Actually Paid | 4,381,686 | 5,674,791 | 8,082,521 | 3,003,245 | 1,701,848 | 2,487,102 | 3,227,437 | 1,166,693 |

  70. PAY VERSUS PERFORMANCE

    (1) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. 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 2020, 2021, 2022, and 2023. TSR Compensation Actually Paid : Net Income Compensation Actually Paid : ROCE

  71. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information: For 2023: • The median of the annual total compensation of all employees of our Company (other than our CEO), was $69,145; and • The annual total compensation of Mr. Ho, our Chairman, Chief Executive Officer, and President was $4,627,918. Based on this information, the ratio for 2023 of the annual total compensation of our Chairman, Chief Executive Officer, and President to the median of the annual total compensation of all employees is 67 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: • As of October 13, 2023, our U.S. employee population consisted of 1,919 employees, including any full-time, part-time, temporary, or seasonal employees employed on that date. This date was selected because it aligned with a payroll cycle and allowed us to identify employees in a reasonably efficient manner. As permitted by SEC rules, we excluded approximately 14 employees located in Palau, which accounted for less than 1% of our total U.S. and non-U.S. employee population of 1,934. • To find the median of the annual total compensation of our employees (other than our CEO), we used total earnings as reported to the Internal Revenue Service on Form W-2 plus nontaxable earnings from our payroll records for fiscal year 2023. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on October 13, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in the annual total compensation of $69,145. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table, prepared in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.