DEF 14A of First Hawaiian, Inc., Mar 14, 2024

DEF 14A of First Hawaiian, Inc.

Filed Mar 14, 2024 · FY20230001104659-24-034274

Open on EDGAR

  1. OVERVIEW OF THE BOARD NOMINEES

    OVERVIEW OF THE BOARD NOMINEES

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | | Committees | | | | | | Director Nominee and Principal Occupation | | Age | Director since(1) | Independent | Public Boards | Audit | Compensation | Corporate Governance & Nominating | Risk | | | Robert S. Harrison Chairman of the Board, President and Chief Executive Officer, First Hawaiian | 63 | 2016 | | 1 | | | | | | | Michael K. Fujimoto Retired Chairman Emeritus, Hawaii Planing Mill, Ltd. dba HPM Building Supply | 71 | 2022 | | 1 | | | | | | | Faye W. Kurren Retired President and Chief Executive Officer, Hawaii Dental Service | 73 | 2018 | | 1 | | | | | | | James S. Moffatt Retired Vice Chairman and Global CEO, Deloitte Consulting | 65 | 2021 | | 2 | | | | | | | Mark M. Mugiishi President and Chief Executive Officer, Hawaii Medical Service Association | 64 | 2022 | | 1 | | | | | | | Kelly A. Thompson Retired Senior Vice President, Chief Operating Officer, Samsclub.com, a Walmart, Inc. subsidiary | 54 | 2021 | | 1 | | | | | | | Allen B. Uyeda Retired Chief Executive Officer, First Insurance Company of Hawaii, Ltd. | 74 | 2016 | | 1 | | | | | | | Vanessa L. Washington Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West | 64 | 2020 | | 1 | | | | | | | C. Scott Wo Owner/Executive Team, C.S. Wo & Sons, Ltd; Partner/ Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City | 58 | 2018 | | 1 | | | | | | Meetings in 2023 Board―9 | | | | | | 5 | 9 | 3 | 5 |

  4. Director Nominees

    | | Chairman of the Board | | Committee Chair | | Committee Member | | Lead Independent Director | | Audit Committee financial expert |

  5. Director Nominees

    Refers to the period from the completion of our IPO in August 2016.

  6. Director Nominees

    | 4 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  7. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    | Election of Directors | Proposal • We are asking stockholders to elect the nine nominees named in this proxy statement to serve on our Board until the 2025 annual meeting of stockholders or until their successors have been duly elected and qualified. Background • All nine nominees currently serve on our Board • Eight of the nine nominees are independent • 33% of the nominees are women • 67% of the nominees represent an ethnic minority The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees for director. |

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    Our Board currently has nine members, consisting of our Chief Executive Officer and President (who also serves as Chairman of the Board) and eight other directors, all of whom are “independent” under the listing standards of NASDAQ. The terms of office of all nine directors expire at the Annual Meeting. At the Annual Meeting, you will be asked to elect nine individuals to serve on the Board that the Board has nominated for re-election, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2025. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. All of our directors are elected annually by the affirmative vote of a majority of votes cast. • A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board. • Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see “Frequently Asked Questions About the Annual Meeting and Voting.”

  10. Required Vote

    Required Vote With regard to the election of the director nominees, votes may be cast in favor or against. A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2024 Annual Meeting). A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee.

  11. Required Vote

    | | The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees named below. |

  12. Required Vote

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 15 |

  13. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company’s corporate governance guidelines, as described below under the section entitled “Board of Directors, Committees and Governance—Corporate Governance Guidelines and Code of Conduct and Ethics.” In evaluating the suitability of individuals for Board membership, the Corporate Governance and Nominating Committee considers many factors. Those factors include: • whether the individual meets various independence requirements; • the individual’s general understanding of the varied disciplines relevant to the success of a publicly traded company in today’s business environment; • understanding of the Company’s business and markets; • professional expertise and educational background; and • other factors that promote diversity of views and experience. The Corporate Governance and Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best contribute to the Company’s success and represent stockholder interests through the exercise of sound judgment, based on its diversity of experience. In determining whether to recommend a director for re-nomination, the Corporate Governance and Nominating Committee also considers the director’s attendance at, participation in and contributions to Board and committee activities. The following table sets forth certain information regarding the director nominees standing for re-election at the Annual Meeting. Additional biographical information on each of the nominees is included below.

  14. DIRECTOR NOMINEES

    | Name | Age(1) | Tenure | Independent(2) | Position | | Robert S. Harrison | 63 | 2016 | | Chairman of the Board, President and CEO | | Michael K. Fujimoto | 71 | 2022 | | Director | | Faye W. Kurren | 73 | 2018 | | Director | | James S. Moffatt | 65 | 2021 | | Director | | Mark M. Mugiishi | 64 | 2022 | | Director | | Kelly A. Thompson | 54 | 2021 | | Director | | Allen B. Uyeda | 74 | 2016 | | Lead Independent Director | | Vanessa L. Washington | 64 | 2020 | | Director | | C. Scott Wo | 58 | 2018 | | Director |

  15. DIRECTOR NOMINEES

    (1) As of March 14, 2024. (2) “Independent” under NASDAQ listing standards. In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

  16. DIRECTOR NOMINEES

    | 16 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  17. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  18. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Risk | Michael K. Fujimoto | Age 71 Independent Director since 2022 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2022 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (1998 to present) HAWAII PLANING MILL, LTD. dba HPM BUILDING SUPPLY, a building supply company headquartered in Keaau, Hawaii with locations throughout Hawaii • Retired Chairman Emeritus (2024 to present) • Member, Compensation Committee and Audit Committee • Executive Chairman (2018 to 2023) • President and Chief Executive Officer (1992 to 2018) OTHER ENGAGEMENTS • Trustee, Parker Ranch Foundation Trust • Chairman of the Board and Member of the Audit and Governance Committees, Parker Ranch Inc. • Trustee and Chairman, HPM Building Supply Foundation | EDUCATION • M.B.A., University of California, Berkeley • Bachelor of Arts and Masters of Arts in Economics, University of Massachusetts, Amherst QUALIFICATIONS • As the Executive Chairman and the former President and Chief Executive Officer of a multi-generational, locally owned business, Mr. Fujimoto brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience. • Mr. Fujimoto’s experience providing supplies to the building industry has provided him with significant contacts and expertise in the building industry, a key industry served by First Hawaiian. • As a resident of the Big Island, Mr. Fujimoto provides the Board with insights into the views of the residents of the Hawaiian Islands other than Oahu, an important part of the Bank’s market area. |

  19. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 17 |

  20. DIRECTOR NOMINEE BIOGRAPHIES

    | | Robert S. Harrison | Age 63 Chairman of the Board since 2016 | | | BACKGROUND FIRST HAWAIIAN, INC. • Chairman and Chief Executive Officer (2016 to present) • President (August 2019 to present) FIRST HAWAIIAN BANK • Chairman and Chief Executive Officer (January 2012 to present) • President (December 2009 to June 2015 and August 2019 to present) • Chief Operating Officer (December 2009 to January 2012) • Vice Chairman (2007 to 2009) • Chief Risk Officer (2006 to 2009) • Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 35 years of experience in the financial services industry in Hawaii and on the U.S. mainland BANCWEST CORPORATION (“BancWest”) • Vice Chairman (2010 to 2019) OTHER PUBLIC COMPANY DIRECTORSHIPS • Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development (2012 to 2020) | OTHER ENGAGEMENTS • Current Chairman, Hawaii Medical Service Association, the Blue Cross/Blue Shield affiliate in Hawaii • Current member of the Board, Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii • Current member of the Board, Hawaii Community Foundation • Current member of the Board, Hawaii Bankers Association • Current member of the Executive Committee of the Board, Hawaii Business Roundtable • Current member of the Board, Maryknoll Foundation • Current Chairman, Mid-Size Bank Coalition of America • Member, Federal Advisory Council to the Board of Governors of the Federal Reserve System EDUCATION • M.B.A., Cornell University • Bachelor’s degree in Applied Mathematics, University of California, Los Angeles QUALIFICATIONS • Mr. Harrison’s qualifications to serve on the Board include his operating, management and leadership experience as First Hawaiian Bank’s Chairman, President and Chief Executive Officer, as well as his prior experience as First Hawaiian Bank’s Chief Operating Officer and as its Chief Risk Officer. • Mr. Harrison has extensive knowledge of, and has made significant contributions to, the growth of First Hawaiian and First Hawaiian Bank. • Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial services industry generally and in Hawaii in particular. |

  21. DIRECTOR NOMINEE BIOGRAPHIES

    | 18 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  22. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Compensation | Faye W. Kurren | Age 73 Independent Director since 2018 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2018 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2005 to present) • Currently serves on the Senior Trust Committee of the Board of Directors of the Bank HAWAII DENTAL SERVICE, a Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in Hawaii • President and Chief Executive Officer (2003 to 2014, upon retirement) TESORO HAWAII, LLC, a former subsidiary of Marathon Petroleum (f/k/a Tesoro Corporation and Andeavor) • President (1998 to 2003) OTHER ENGAGEMENTS • Director, First Insurance Company of Hawaii • Past Chairperson of the Hawaii State Commission on the Status of Women • Past Chairperson, University of Hawaii Foundation • Past Chairperson, Hawaii State Chapter of the American Red Cross | EDUCATION • J.D., University of Hawaii • Masters of Arts in Sociology, University of Chicago • Bachelor of Arts in Sociology, Stanford University QUALIFICATIONS • Ms. Kurren’s experience as the president and chief executive officer of a major, local healthcare insurance company provides her with extensive experience in an important local industry and provides the Board with expertise in management and corporate governance matters. • In addition, having served as the president of the subsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as one of four audit committee financial experts serving on the Audit Committee. |

  23. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 19 |

  24. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Corporate Governance and Nominating | James S. Moffatt | Age 65 Independent Director since 2021 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) DELOITTE CONSULTING, a leading international consulting business • Vice Chairman, global consulting business (2018, upon retirement) • Chief Executive Officer, global consulting business (2015-2017) • Chairman and Chief Executive Officer, US consulting business (2011-2015) OTHER ENGAGEMENTS • Current director of Optiv, a cybersecurity solutions integrator • Current director of Icertis, a contract lifecycle management company • Current director of AmplifAI, a cloud-based software company leveraging artificial intelligence to improve sales and service • Current director of Henry Schein One, LLC, a software and services company for the dental industry • Current director of Ness Digital Engineering, a digital engineering firm offering digital advisory through scaled engineering services • Advisor to various private equity and venture capital investment firms and an advisor to, or on the advisory board of, a number of their portfolio companies • Director of Digital Transformation Opportunities Corp., a publicly traded blank check company formed for the purpose of effecting a merger, stock exchange, asset purchase or other transaction with one or more businesses, from 2021 to 2023 | EDUCATION • M.B.A., UCLA Anderson School of Management • Bachelor’s degree, University of California, San Diego • Graduate of the Directors’ Consortium at Stanford University Graduate School of Business • Graduate of the Master Class of the National Association of Corporate Directors QUALIFICATIONS • Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience. • Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board. • Mr. Moffatt also provides the Board with audit and finance skills. |

  25. DIRECTOR NOMINEE BIOGRAPHIES

    | 20 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  26. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk | Mark M. Mugiishi | Age 64 Independent Director since 2022 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2022 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2022 to present) HAWAII MEDICAL SERVICE ASSOCIATION, a Hawaii medical insurer and independent licensee of the Blue Cross and Blue Shield Association • President and Chief Executive Officer (2020-present) • Interim President and Chief Executive Officer (2019-2020) • Executive Vice President and Chief Health Officer (2017-2019) • Executive Vice President, Chief Medical Officer and Chief Health Officer (2015-2017) ENDOSCOPY INSTITUTE OF HAWAII • Co-Founder EYE SURGERY CENTER OF HAWAII • Co-Founder OTHER ENGAGEMENTS • Medical Director, Hawaii Technology Accelerators • General Surgeon for over 30 years • Associate Chair, Department of Surgery and Director of Surgical Education, University of Hawaii Medical School • Iolani School, Board Chair • BlueCross BlueShield Association, Board member • Ignite Coalition, BlueCross BlueShield, Board Chair • Blood Bank of Hawaii, Board member • Hawaii Cancer Consortium, Board member • Hawaii Business Roundtable, Board member • HMSA Foundation, Board member | EDUCATION • M.D. degree, Northwestern University Feinberg School of Medicine • Bachelor of Science, degree in Medicine, Northwestern University Honors program QUALIFICATIONS • Dr. Mugiishi’s experience as the president and chief executive officer of a major, local healthcare insurance company provides him with extensive experience in an important local business and in a regulated industry, provides him with a wealth of experience in management, business, and finance. • Dr. Mugiishi’s role as president and chief executive officer Blue Cross Blue Shield Association’s Hawaii health insurance independent licensee gives him exposure to national issues that give him a broad perspective that he can bring to his role with First Hawaiian. • As a lifelong Hawaii resident and prominent Hawaii healthcare practitioner, Dr. Mugiishi has developed extensive local contacts and knowledge of our core market area. |

  27. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 21 |

  28. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Compensation | Kelly A. Thompson | Age 54 Independent Director since 2021 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) WALMART, INC., a national retailer • Senior Vice President and Chief Operating Officer of Samsclub.com, a Walmart, Inc. subsidiary, and member of Sam’s Club Leadership Committee, responsible for e-commerce merchandising, business intelligence, marketing, supply chain and business operations (2017-2019, upon retirement) • Senior Vice President, Global Category Development, Global eCommerce (2015-2017) • Increasing levels of responsibility concluding as Senior Vice President, Merchandising, Planning and Marketplace for Walmart.com (2007-2014) GAP, INC. • Various merchandising leadership roles (1997-2007) OTHER ENGAGEMENTS • Current Director of a.k.a. Brands Holding Corp., a publicly traded direct-to-consumer fashion brands company based in San Francisco, California • Director of Turtle Beach Corporation, a publicly traded global gaming accessory company in White Plains, New York, from 2019 to 2022 | EDUCATION • Bachelor of Science degree in Biology, University of California, San Diego • Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute QUALIFICATIONS • Ms. Thompson’s experience as the leader of the e-commerce division of SamsClub.com provides her with extensive knowledge and valuable experience with respect to the digital customer experience. • Ms. Thompson also brings to the Board insights into online sales and marketing through her diverse retail experience with SamsClub.com, Walmart, Inc. and Gap, Inc. • As the leader of a complex retail platform, Ms. Thompson provides the Board with substantial leadership and management skills. |

  29. DIRECTOR NOMINEE BIOGRAPHIES

    | 22 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  30. DIRECTOR NOMINEE BIOGRAPHIES

    | LEAD INDEPENDENT DIRECTOR COMMITTEES • Compensation • Corporate Governance and Nominating | Allen B. Uyeda | Age 74 Independent Director since 2016 | | | BACKGROUND FIRST HAWAIIAN, INC. • Lead Independent Director • Member of the Board of Directors (2016 to present) FIRST HAWAIIAN BANK • Lead Independent Director • Member of the Board of Directors (2001 to present) BANCWEST • Member of the Board of Directors and Member of the Risk Committee (2012 to January 2019) FIRST INSURANCE COMPANY OF HAWAII, a Honolulu-based property and casualty insurance company that, during the course of Mr. Uyeda’s leadership, became a subsidiary of Tokio Marine Holdings, Inc., a multinational insurance holding company listed on the Tokyo Stock Exchange • Chief Executive Officer (1995 to 2014, upon retirement) CONTINENTAL INSURANCE COMPANY, prior to its acquisition by CNA Financial Corporation, a public unified holding company for insurance entities • Vice President and Chief Financial Officer of the Agency and Brokerage Group INTERNATIONAL PAPER, a public company with interests in paper-based packaging, paper and pulp industries • Management and financial analyst experience JOHNSON CONTROLS, INC., a public company that provides batteries and builds efficiency services • Project Management and engineering experience | EDUCATION • M.B.A., the Wharton School at the University of Pennsylvania • Bachelor’s degree in Electrical Engineering, Princeton University • Holder of National Association of Corporate Directors Certification • Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute QUALIFICATIONS • Mr. Uyeda brings to the First Hawaiian Board extensive knowledge of Hawaii and experience in supervising and performing company financial functions. • Mr. Uyeda’s experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board. |

  31. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 23 |

  32. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Compensation • Corporate Governance and Nominating | Vanessa L. Washington | Age 64 Independent Director since 2020 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2020 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (October 2020 to present) BANK OF THE WEST, San Francisco, California • Senior Executive Vice President, General Counsel and Corporate Secretary (2006 to October 2020, upon retirement). Served in various capacities, including executive responsible for Information and Physical Security, Compliance and Corporate Social Responsibility. CATELLUS DEVELOPMENT CORPORATION, a publicly traded REIT, San Francisco, California • General Counsel (2001 to 2005). Also responsible for Human Resources, Compliance and Environmental Groups CALIFORNIA FEDERAL BANK, San Francisco, California • Senior Vice President, Associate General Counsel and Secretary (1992 to 2001); responsible for corporate, securities and real estate legal services | OTHER ENGAGEMENTS • Current Director and Member of the Nominating & Governance and Compensation & Human Capital Committees of the Board of Directors of CSAA Insurance Exchange • Current Director, Chair of the Audit Committee and a Member of the Executive and Compensation Committees of the Board of Directors, Habitat for Humanity of the Greater Bay Area EDUCATION • J.D., University of California Berkeley School of Law • Bachelor’s degree, University of North Carolina, Chapel Hill QUALIFICATIONS • Ms. Washington’s over 20 years of banking industry experience, including 16 years in a senior position with a major US banking subsidiary of one of the largest banking organizations in the world, as well as her service with a publicly traded corporation, provide her with valuable insights and perspective on a number of areas relevant to First Hawaiian. |

  33. DIRECTOR NOMINEE BIOGRAPHIES

    | 24 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  34. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Risk | C. Scott Wo | Age 58 Independent Director since 2018 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2018 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2014 to present) C.S. WO & SONS, LTD., his family’s home furnishings enterprise founded in 1909 • Owner (1981 to present) KUNIA COUNTRY FARMS, one of the largest aquaponics farms in the State of Hawaii • Partner/Manager (2010 to present) COLUMBIA BUSINESS SCHOOL, New York City • Adjunct Professor of Management (2018 to present) OTHER ENGAGEMENTS • Current Finance Committee Chair, Takitani Foundation • Current member of the Advisory Board, American Red Cross, Hawaii State Chapter | EDUCATION • Ph.D. in Finance, the Anderson School at UCLA • M.B.A., Columbia Business School at Columbia University • Bachelor of Science in Economics, the Wharton School at the University of Pennsylvania QUALIFICATIONS • Dr. Wo brings entrepreneurial and business-building skills and experience to First Hawaiian through his experience as an owner of a large local furniture business. • In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Dr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees. |

  35. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION The following table lists the individuals who received compensation in 2023 for their service as directors of First Hawaiian. Any FHI director who also serves on the board of directors of the Bank does not receive any director compensation for service on the board of directors of the Bank except as specifically noted below. Any director who is an officer of the Company does not receive any director compensation.

  36. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | W. Allen Doane | 37,333 | — | 50,347 | 87,680 | | Michael K. Fujimoto | 90,000 | 69,990 | 1,347 | 161,337 | | Faye W. Kurren | 90,000 | 69,990 | 7,347 | 167,337 | | James S. Moffatt | 98,000 | 69,990 | 1,347 | 169,337 | | Mark M. Mugiishi | 75,000 | 69,990 | 1,347 | 146,337 | | Kelly A. Thompson | 85,000 | 69,990 | 1,347 | 156,337 | | Allen B. Uyeda | 134,000 | 69,990 | 1,347 | 205,337 | | Vanessa L. Washington | 103,000 | 69,990 | 1,347 | 174,337 | | C. Scott Wo | 114,667 | 69,990 | 1,347 | 186,004 |

  37. 2023 DIRECTOR COMPENSATION

    (1) The amounts in this column represent annual cash retainers, committee chair and committee membership fees. For Mr. Doane, the amount shown reflects fees paid for service as a director of the Company prior to his retirement as a director and from the Audit Committee and the Corporate Governance and Nominating Committee effective at the 2023 annual meeting of stockholders. (2) The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted in 2023 pursuant to the First Hawaiian, Inc. Amended & Restated 2016 Non-Employee Director Plan. Awards generally vest and settle on the earlier of one year after grant or the date of the next annual meeting of stockholders. Aggregate restricted stock unit awards outstanding as of December 31, 2023 are 3,713 for each of Directors Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo. (3) For each of Directors Doane, Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo, “All Other Compensation” reflects a noncash gift valued at $1,347 provided to First Hawaiian Bank directors. For Mr. Doane “All Other Compensation” also includes $49,000 for service as a director of the Bank, including fees for attendance at Bank committee meetings. For Ms. Kurren, “All Other Compensation” includes $6,000 in fees for attendance at Bank director committee meetings. In making decisions concerning compensation for non-employee directors, the Compensation Committee considers the director compensation levels and practices of peer companies and whether compensation recommendations align with the interests of our stockholders. The Compensation Committee seeks to align total non-employee director compensation with the approximate median of peer group total director compensation. In 2023, Pay Governance, the compensation consultant to the Compensation Committee analyzed the competitive position of our director compensation program against the same peer group used for executive compensation purposes and examined how each element of our director compensation program compared to those for members of the peer group. Following its review of this analysis, the Committee determined not to make any changes to the director compensation program, which is set forth below. The Compensation Committee intends to review its director compensation practices at least every third year.

  38. 2023 DIRECTOR COMPENSATION

    | 36 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  39. 2023 DIRECTOR COMPENSATION

    We provide the following compensation for non-employee members of FHI’s Board:

  40. 2023 DIRECTOR COMPENSATION

    | Non-Employee Director Service | Annual Cash Retainer ($) | Annual Equity Compensation Grant Value ($) | Attendance Fee ($) | | Board member | $65,000 | $70,000 | | | Supplemental Cash Retainers: | | | | | Chair of the Audit Committee | 24,000 | | | | Member of the Audit Committee | 15,000 | | | | Chair of the Compensation and Risk Committees | 20,000 | | | | Member of the Compensation and Risk Committees | 10,000 | | | | Chair of the Corporate Governance and Nominating Committee | 16,000 | | | | Member of the Corporate Governance and Nominating Committee | 8,000 | | | | Lead Independent Director | 35,000 | | | | Additional attendance fee: | | | | | Attendance at any meeting of any other committee that may be constituted from time to time, including a committee of the Bank’s board of directors | | | 1,500 |

  41. 2023 DIRECTOR COMPENSATION

    We also reimburse all directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors. Our Board adopted the First Hawaiian, Inc. 2016 Non-Employee Director Plan in 2016 and amended and restated such plan effective April 21, 2021. Equity awards granted to date under this plan have been in the form of restricted stock units that vest and settle in shares of our common stock within a period of time after the grant date, subject to continued service (or upon an earlier change in control). Awards were granted in 2023 to reflect service as a director for each director’s term as director commencing upon election at the 2023 annual meeting of stockholders and expiring at the Annual Meeting. For 2023, we granted 3,713 shares of our common stock underlying restricted stock units to each of Directors Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo.

  42. 2023 Compensation Summary

    | Annual Bonus Plan | | | 2023 Metrics | • 50% Core Net Income • 20% Asset Quality Metric • 30% Individual Performance | | 2023 Outcome | • Core Net Income Metric Payout Factor: 0% of target • Asset Quality Metric Payout Factor: 150% of target • Individual CEO Performance Payout Factor: 105% of target • CEO Payout: 62% of target |

  43. 2023 Compensation Summary

    | Long-Term Incentive Plan | | | 2023 Vehicles | • 60% Performance Share Units • 40% Restricted Stock Units | | 2023-2025 Performance Share Unit Metrics | • 70% Relative ROATE vs. Peer Group • 30% Relative ROATA vs. Peer Group • +/-25% Relative TSR modifier vs. KBW Index | | 2021-2023 Performance Share Award Outcome | • NEO Payout Factor: 121.3% of target |

  44. Using Executive Compensation Design to Achieve Corporate Strategic Goals

    Using Executive Compensation Design to Achieve Corporate Strategic Goals The Committee designed our executive compensation structure to incentivize the achievement of goals and performance targets that it believes align with, and promote achievement of, the Company’s long-term strategic goals, which are highly correlated with stockholder value creation: • Focus on serving customers in our core markets in Hawaii, Guam and Saipan, while deploying excess liquidity into mainland loan growth • Employ a disciplined lending strategy, while maintaining asset quality • Use our relationship strategy to drive growth in loans, deposits and non-interest income • Manage expenses responsibly • Maintain strong capital and liquidity levels • Allocate capital efficiently to drive profitability • Retain sufficient capital to fund growth while returning excess capital to stockholders • Support long-term stockholder value creation through sustainable business practices The Committee also takes into account, among other factors, the recommendation of its compensation consultant, the voting results on the say-on pay proposal at our most recent annual meeting of stockholders and the views expressed by investors during our annual stockholder outreach. For 2023, after considering the recommendations of the compensation consultant and the CEO, the Compensation Committee elected to replace the relative efficiency ratio metric, which accounted for 20% of the target payout under the 2022 annual bonus plan, with an asset quality metric. The asset quality metric the Committee selected is (average non-performing assets plus loans and leases 90 days or more delinquent but still accruing) divided by (average loans and leases) (the “Asset Quality Metric”). The Compensation Committee felt that the Asset Quality Metric was especially important for 2023 in light of prevailing macroeconomic conditions and that, to some extent, efficiency performance would be reflected in the core net income metric that comprised 50% of the target payout under the annual bonus plan. Consistent with investor feedback, which was generally supportive of our compensation programs with no specific criticisms raised, and given the greater than 98% approval received on our say-on-pay proposal at the 2023 annual meeting of stockholders, the Committee did not make any other changes for 2023. With respect to the performance-based component of long-term equity compensation, the Committee set relative performance targets tied to core return on tangible equity (ROATE) (70%) and core return on average tangible assets (ROATA) (30%). In choosing these metrics, the Committee wanted to promote the thoughtful allocation of capital and also sought to incentivize the return of excess capital. Financial institutions with high ROATEs generally are deploying their capital in a manner to generate strong returns, while returning to stockholders capital that does not generate robust returns. ROATA is a measure of risk management. To generate a competitive ROATA, management must be thoughtful about the types of assets placed on the balance sheet, balancing risk weightings of assets with expected returns. The Committee elected to use core measures of ROATE and ROATA to reward steady, enduring performance and to ensure that the management team was not unduly rewarded or penalized for one-time events, which often are outside of their control. The Committee believes the

  45. Using Executive Compensation Design to Achieve Corporate Strategic Goals

    use of core ROATE and core ROATA to reward long-term performance would incentivize management to seek strong returns while appropriately considering risk and disincentivizing excessive leverage. Core ROATE and core ROATA are non-GAAP measures; please see Annex A for an explanation and reconciliation of these measures to GAAP. In addition, the Committee elected to subject performance-based awards to a total shareholder return (“TSR”) modifier, whereby LTIP awards will be increased or decreased by up to 25% based on First Hawaiian’s total shareholder return relative to the total shareholder return of peer companies. The Committee felt that use of this measure would incentivize the management team to be mindful of how their decisions would be perceived by our investors and, therefore, would help to align management’s compensation with investors’ interests. In addition to promoting achievement of the Company’s long-term strategic goals, the Committee also felt it was important that management be incentivized to achieve critical short-term priorities and, therefore, tied annual bonus payouts to the achievement of core net income, asset quality and individual performance goals. Achievement of annual core net income targets demonstrates management’s ability to manage the business on a day-to-day basis so as to achieve appropriate budget targets. Moreover, the Committee felt it important that management be mindful of asset quality and risk management as it makes lending decisions. As a result, it prioritized these two objectives in setting annual bonus metrics. In addition, the Committee wanted to incentivize the CEO and the other NEOs to achieve individual performance goals set at the beginning of each year and, therefore, maintained an individual performance component in the annual bonus formula.

  46. 2023 Compensation Framework

    | | 1. | PERFORMANCE FOCUS | Establishes appropriate, yet challenging, performance goals for our incentive plans and implements plans that motivate leadership to achieve consistent, long-term performance | | | 2. | RISK MANAGEMENT | Encourages sustainable performance over time and discourages excessive risk-taking | | | 3. | BALANCE | Utilizes incentive plan components that are quantitative and linked to stockholder return and financial results and are balanced by key individual performance objectives qualitatively evaluated by our Compensation Committee | | | 4. | COMPETITIVE | Provides a competitive pay program that is forward-looking and that will attract and retain high-quality executives who can produce outstanding results for the Company | | | 5. | STEWARDSHIP | Focuses on the performance of the Company as a whole, as well as individual goals, while promoting our culture and rewarding adherence to our risk framework |

  47. Compensation Governance Practices

    | Practices We Employ | Practices We Avoid | | Substantial portion of pay in the form of variable, performance-based awards 60% of long-term incentives in performance-based awards 56% of CEO’s 2023 compensation was performance-based Stock ownership guidelines for our executives and non-employee directors Engage with stockholders on governance and compensation Double-trigger vesting for executive change-in-control payments Clawback policies that apply to cash and equity compensation Independent compensation consultant and independent Board Compensation Committee Annual risk assessment of compensation policies and program design Annual evaluation of our peer group to ensure ongoing relevance of each peer member Strong risk and control policies and consideration of risk management factors in making compensation decisions | Hedging, speculative trading or pledging of shares of Company stock held by employees or directors is prohibited No gross-up of severance payments or benefits for excise taxes No dividends paid on unearned performance units or shares No discounting, reloading or repricing of stock options without stockholder approval No automatic share replenishment (evergreen) provisions in any share-based plans No single-trigger vesting of equity-based awards held by executives upon change in control No new benefit accruals under executive pensions No multi-year compensation guarantees that could incentivize imprudent risk-taking |

  48. Role of the Compensation Consultant and Independence

    Role of the Compensation Consultant and Independence In 2023, the Compensation Committee retained the services of Pay Governance as a compensation consultant to provide independent counsel and advice on compensation matters. Pay Governance provided the following services to the Compensation Committee in 2023: • Reviewed the benchmarking approach, including recommending changes to the custom industry peer group • Conducted a competitive market assessment of First Hawaiian’s non-employee director and executive compensation levels and structure, including an examination of market trends and best practices in the banking industry • Advised on the design and structure of the incentive compensation programs for executives, including with respect to total cash compensation, equity compensation, assessment of perquisites, retirement benefits and bonuses for NEOs Administered the annual CEO performance evaluation on behalf of the Board of Directors

  49. Role of the Compensation Consultant and Independence

    | 46 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  50. Role of the Compensation Consultant and Independence

    Pay Governance provides the Company with annual executive market assessments and periodic Board market assessments that include, but are not limited to, assessments of First Hawaiian’s financial performance and compensation programs relative to its peers and a review of equity compensation and Board and committee compensation. The annual executive and director compensation assessments provided by Pay Governance provide the Compensation Committee with a broad array of information from which to assess the competitiveness of our compensation programs and serve as a foundation for compensation decisions. Pay Governance also attends Compensation Committee meetings upon request. While the Compensation Committee considers input from Pay Governance when making compensation decisions, the Compensation Committee’s final decisions reflect many factors and considerations. During 2023, Pay Governance did not provide any additional services to the Company or the Bank other than providing advice or recommendations on the amount or form of executive and director compensation. The Compensation Committee annually reviews the independence of its compensation consultant. In 2023 the Compensation Committee considered First Hawaiian’s relationship with Pay Governance, assessed the independence of Pay Governance pursuant to NASDAQ and Exchange Act rules, and concluded that there are no conflicts of interest that would preclude Pay Governance from independently representing the Compensation Committee.

  51. Benchmarking Compensation

    Benchmarking Compensation Competitive market data serves as a reference point in evaluating our executive compensation levels and practices. We use this data to understand how similarly situated companies in the banking industry deliver pay. However, we do not set the compensation of our executives to specifically target a precise percentile or range of compensation in the market. Rather, the market data is evaluated in conjunction with other factors, such as internal equity considerations, individual performance and experience in role, in setting target compensation levels for our NEOs. The Compensation Committee approved the 2023 peer group in October 2022 based upon a recommendation from Pay Governance of the compensation provided by our peer group for purposes of making compensation decisions for 2023. We identified our 2023 peer group based on the following characteristics: • Banks of comparable size, with total assets, net income, and total deposits generally between 0.5x to 2.0x of First Hawaiian • Banks of comparable financial leverage and performance • In some cases, companies with comparable business model, operations and geographic locations Based on this review, the Compensation Committee approved the removal of Webster Financial Corporation, Western Alliance Bancorporation and East West Bancorp due to their large total asset size and market capitalization relative to those of FHI. In addition, the Company approved the removal from the peer group of International Bancshares Corporation because their year-end reporting occurred too late in the cycle for us to factor their performance into our long-term LTIP calculations, which are based on our performance with respect to certain metrics relative to peer performance. The Compensation Committee also removed Great Western Bancorp, Inc., which was acquired by another institution. The Compensation Committee approved the addition of CVB Financial Corp. and WaFd, Inc. due to their financial alignment and West Coast focus.

  52. Benchmarking Compensation

    | – 5 removed | + 2 added | | • Webster Financial Corporation • Western Alliance Bancorporation • East West Bancorp • International Bancshares Corporation • Great Western Bancorp, Inc. | • CVB Financial Corp. • WaFd, Inc. |

  53. Benchmarking Compensation

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 47 |

  54. Benchmarking Compensation

    The peer group used for benchmarking compensation for 2023 pay decisions consisted of the companies set forth in the table below:

  55. 2023 COMPENSATION PEER GROUP

    2023 COMPENSATION PEER GROUP

  56. 2023 COMPENSATION PEER GROUP

    | • Bank of Hawaii Corporation | • Pacific Premier Bancorp | | • BankUnited, Inc. | • PacWest Bancorp | | • Banner Corporation | • Prosperity Bancshares, Inc. | | • Cathay General Bancorp | • Trustmark Corporation | | • Columbia Banking System | • UMB Financial | | • Commerce Bancshares, Inc. | • Umpqua Holdings Corporation | | • CVB Financial Corp. | • United Bankshares, Inc. | | • F.N.B. Corporation | • WaFd, Inc. | | • Hope Bancorp | • Wintrust Financial Corporation |

  57. FIRST HAWAIIAN PERCENTILE RANKING VS. COMPENSATION PEER GROUP(1)

    FIRST HAWAIIAN PERCENTILE RANKING VS. COMPENSATION PEER GROUP(1) (1) As of December 31, 2022. In addition to data from the custom peer group, the Compensation Committee also reviews data from proprietary industry survey sources to gain a broader perspective on pay levels and practices for specific positions, particularly positions below the NEO level.

  58. FIRST HAWAIIAN PERCENTILE RANKING VS. COMPENSATION PEER GROUP(1)

    | 48 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  59. 2023 CEO Compensation

    2023 CEO Compensation The framework for the compensation of our CEO is based on a strong alignment with stockholder interests and a consistency with market practices. For 2023, First Hawaiian’s CEO pay mix was aligned with the average pay mix across the peer group. For more information on our peer group, please see “—Benchmarking Compensation,” above. The following graphs compare our CEO’s target pay mix for 2023 to the average target 2022 pay mix for CEO’s of our peer group.

  60. Annual Bonus Plan

    Annual Bonus Plan We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the “Bonus Plan”). The following table sets forth information regarding each NEO’s target bonus award and the actual award received for 2023:

  61. Annual Bonus Plan

    | Named Executive Officer | 2023 Target Award | 2023 Target Percent of Salary | Actual Award for 2023(1) | Actual % of Target | | Robert S. Harrison | $1,037,993 | 100% | $638,366 | 62% | | James A. Moses | 356,250 | 75 | 195,938 | 55 | | Christopher L. Dods | 431,252 | 75 | 301,877 | 70 | | Alan H. Arizumi | 349,625 | 65 | 244,738 | 70 | | Neill A. Char | 308,750 | 65 | 185,250 | 60 | | Ralph M. Mesick(1) | 293,046 | 65 | 79,122 | 27 | | Lance A. Mizumoto(1) | 304,740 | 65 | 123,419 | 41 |

  62. Annual Bonus Plan

    (1) Messrs. Mesick and Mizumoto’s employment with the Company and the Bank terminated effective July 1, 2023 and October 1, 2023, respectively, and Messrs. Mesick and Mizumoto received bonuses in accordance with the terms of their respective separation agreements, each dated June 28, 2023 (collectively, the “Separation Agreements”), which provided that each individual would be eligible to receive a discretionary bonus for 2023, pro rated for the portion of calendar year 2023 served, subject to the achievement of Company and individual performance goals; provided that the Company agreed to recommend to the Compensation Committee that each individual met expectations on all individual performance metrics. The actual % of target calculation for both individuals reflects the proration of the bonus for the portion of calendar year 2023 served. Annual bonus awards are determined based on achievement of both Company and individual performance goals generally established during the first quarter of each year for the applicable performance period, but our Compensation Committee retains discretion to determine the final award amount for each NEO. For 2023 annual bonus awards, the Compensation Committee established the following Company financial performance targets for all NEOs and individual performance goals for the CEO, as further described below:

  63. Annual Bonus Plan

    | 52 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  64. Annual Bonus Plan

    (1) Individual metrics for other NEOs are described below. (2) Represents a non-GAAP measure. Please see Annex A for further explanation and a reconciliation. The annual bonus plan uses Core Net Income as the primary performance metric (determines 50% of the annual bonus payout) to incentivize management to take actions that enhance core financial performance, rather than actions that would generate one-time, unrepeatable income realization. The Core Net Income metrics used to determine the 2023 annual bonus awards are presented in the table below:

  65. Annual Bonus Plan

    | Performance Level | FY2023 Core Net Income ($, in thousands) | | Payout Factor as % of Target Award Attributable to Core Net Income | | Maximum (105% of Target) | | 289,452 | 150% | | Target | | 275,669 | 100% | | Threshold (95% of Target) | | 261,886 | 50% | | Below Threshold | < $ | 261,886 | 0% |

  66. Annual Bonus Plan

    (1) Payouts for results between the stated performance levels are interpolated on a straight-line basis. The Core Net Income target is an absolute metric and is set by the Committee early in the fiscal year based on our budget, which is approved annually by the Board of Directors at its December meeting. The Committee selected a Core Net Income target for 2023 of $275.7 million. We selected the Asset Quality Metric as a second financial performance metric for our 2023 annual bonus payments (determines 20% of the annual bonus payout) to reward the management team should it succeed in maintaining our high asset quality standards during a period in which prevailing macro economic conditions might be expected to result in asset quality deterioration on a system-wide basis. The Asset Quality Metric we selected was (average non-performing assets plus performing loans and leases 90 days or more delinquent) divided by (average loans and leases). The asset quality goals used to determine 2023 annual bonus payouts are presented in the table below:

  67. ASSET QUALITY METRIC

    | Performance | Payout Factor as a % of Target Award Attributable to Asset Quality Metric(1) | | 0.50% | 150% | | 0.75% | 100% | | 1.00% | 50% | | >1.00% | 0% |

  68. ASSET QUALITY METRIC

    | Performance Level | 2023 Results ($ in thousands) | % of Specific Component Earned | Payout Factor as a % of Target Award | | Core Net Income (50% weight) | • $248,854 • 90% of target | 0% | 0% | | Asset Quality Metric (20% weight) | • 0.12% | 150% | 30% |

  69. ASSET QUALITY METRIC

    Our NEOs are also evaluated on their individual performance, which determines 30% of the annual bonus payouts. Individual performance is evaluated across the following areas key to our business: • execution on strategic priorities • strategic planning and leadership • financial management • stockholder/investor relations • regulatory relations • talent management and organization effectiveness The Chief Executive Officer evaluates the performance of each of his direct reports (including each of Messrs. Moses, Dods, Arizumi and Char); and makes a recommendation to the Compensation Committee on the individual payout factor for each NEO (other than himself). For the CEO, the Compensation Committee reviews the results of an individual performance assessment that solicits feedback from each director regarding the CEO’s performance within the performance categories detailed above, as well as an overall qualitative performance assessment which may cover areas outside of the categories. For 2023 annual bonus payouts, each NEO’s performance was assessed during the first quarter of 2024. The individual assessment considers the totality of the NEO’s performance, rather than assigning weightings to each of the six individual performance factor categories, and took the following into account when considering individual performance for 2023:

  70. Long-Term Equity Awards

    Long-Term Equity Awards Our NEOs and certain other employees receive grants of long-term, equity incentive compensation. These awards include performance-based awards under the First Hawaiian, Inc. Long Term Incentive Plan (the “LTIP”) and awards that vest over a period of time. The Compensation Committee sets performance goals under the LTIP for overlapping three-year performance periods. In 2023, the Compensation Committee decided to grant LTIP awards in the form of performance share units. In addition, the Compensation Committee decided to grant time-based restricted stock units under the Omnibus Plan. This approach was identical to the approach we utilized in 2022. For 2023, as was the case for 2022, 60% of equity awards consisted of performance share units and 40% consisted of restricted stock units.

  71. Performance Share Units

    Performance Share Units The performance share units awarded for the 2023-2025 LTIP cycle (the “2023-2025 LTIP Awards”) provide for cliff vesting following the end of a three-year performance period, and can be earned between 0-200% of target based on performance. Performance is measured solely on a relative basis using two core return metrics and a modifier as follows:

  72. Performance Share Units

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 55 |

  73. Performance Share Units

    70% of earnout based on Return on Average Tangible Equity (ROATE) vs. Compensation Peer Group • 30% of earnout based on Return on Average Tangible Assets (ROATA) vs. Compensation Peer Group • +/-25% modified based on the Company’s TSR vs. KBW Regional Bank Index. Using the weightings presented above, ROATE, ROATA and TSR will be measured using the same performance schedule with the following associated payout factors:

  74. ROATE(1) AND ROATA(2) VS. COMPENSATION PEER GROUP

    ROATE(1) AND ROATA(2) VS. COMPENSATION PEER GROUP

  75. ROATE(1) AND ROATA(2) VS. COMPENSATION PEER GROUP

    | Performance | % of Target Award(3) | | 75th percentile or higher | 200% | | Median | 100% | | 30th percentile | 50% | | <30th percentile | 0% |

  76. ROATE(1) AND ROATA(2) VS. COMPENSATION PEER GROUP

    (1) ROATE is defined as the ratio of core net income to average tangible stockholders’ equity for FHI and reported net income to average tangible stockholders’ equity for the peer group. (2) ROATA is defined as the ratio of core net income to average tangible assets for FHI and reported net income to average total tangible assets for the peer group. (3) Payouts for results within the stated performance levels are interpolated on a straight-line basis.

  77. Restricted Stock Units

    Restricted Stock Units Additionally, for 2023 the Compensation Committee approved grants of restricted stock units to all NEOs that vest in equal annual installments over a three-year period.

  78. 2023 NEO Long-Term Equity Awards

    2023 NEO Long-Term Equity Awards The following awards were granted in 2023 to the NEOs:

  79. 2023 NEO Long-Term Equity Awards

    | Named Executive Officer | Number of Performance Share Units | Number of Restricted Stock Units | Total Grant Date Fair Value(1) ($) | | Robert S. Harrison | 51,646 | 34,431 | $2,299,977 | | James M. Moses | 15,044 | 10,030 | 669,977 | | Christopher L. Dods | 15,718 | 10,479 | 699,984 | | Alan H. Arizumi | 6,736 | 4,491 | 299,985 | | Neill A. Char | 6,736 | 4,491 | 299,985 | | Ralph M. Mesick | 9,543 | 6,362 | 424,982 | | Lance A. Mizumoto | 7,298 | 4,865 | 324,995 |

  80. 2023 NEO Long-Term Equity Awards

    The amounts in this column represent the grant date fair value, assuming target performance for the 2023-2025 LTIP Awards, as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

  81. 2023 NEO Long-Term Equity Awards

    | 56 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  82. Results of 2021-2023 LTIP Performance Cycle

    Results of 2021-2023 LTIP Performance Cycle In 2021, the Performance Share Unit Awards granted to the NEOs were based on ROATE and ROATA plus a TSR modifier, the achievement of which resulted in a payout of 121.3% of target shares awarded, as presented in the table below:

  83. Results of 2021-2023 LTIP Performance Cycle

    | Performance Measure (% weight) | Payout Schedule | Actual Results | Award Earned (%) | Total Shares Earned | | Return on Average Tangible Stockholders’ Equity Relative to the Peer Group (70%) | ≥ 75th Percentile: 200% 50th Percentile: 100% 30th Percentile: 50% < 30th Percentile: 0% | ROATE: 54.38% Percentile 89th | 140% of Target | Unmodified Results: 161.7% | | Return on Average Tangible Assets Relative to the Peer Group (30%) | | ROATA: 3.36% Percentile: 39th | 21.7% of Target | | | Relative Total Shareholder Return (TSR) Modifier | ≥75th Percentile: x125% 50th Percentile: x100% ≤30th Percentile: x75% | FHI TSR: (4.59)% Percentile: 28th | x75% | Modified Results: 121.3% |

  84. Results of 2021-2023 LTIP Performance Cycle

    As a result of this performance, the NEOs earned the following Performance Share Unit Awards for the 2021 to 2023 performance cycle:

  85. Results of 2021-2023 LTIP Performance Cycle

    | Named Executive Officer | Number of Performance Share Awards Earned | | Robert S. Harrison | 49,644 | | James M. Moses | — | | Christopher L. Dods | 6,431 | | Alan H. Arizumi | 7,588 | | Neill A. Char | 5,243 | | Ralph M. Mesick(1) | 11,499 | | Lance A. Mizumoto(1) | 8,220 |

  86. Results of 2021-2023 LTIP Performance Cycle

    (1) Portions of these awards granted to Messrs. Mesick and Mizumoto were forfeited in connection with their terminations of employment on July 1, 2023 and October 1, 2023, respectively. See “—Employment Agreements, Offer Letters and Severance Payments”).

  87. Employment Agreements, Offer Letters and Severance Payments

    Employment Agreements, Offer Letters and Severance Payments

  88. Employment Agreement with Mr. Harrison

    Employment Agreement with Mr. Harrison We entered into an employment agreement with Mr. Harrison, which became effective on January 1, 2012. The agreement was for an initial term of two years with automatic one-year extensions at the end of each year unless notice of termination is provided. During the initial term of the agreement, Mr. Harrison served as President and Chief Executive Officer, reporting to the board of directors of First Hawaiian Bank and the Chief Executive Officer of BancWest. Mr. Harrison has since been named Chairman and President and he continues to serve as Chief Executive Officer of First Hawaiian. Material terms of the employment agreement include an annual base salary, participation in the Bonus Plan and annual equity awards, including performance-and time-vesting equity, as may be established by the Committee. Mr. Harrison’s employment agreement also includes severance benefits, which have since been replaced by his participation in the First Hawaiian, Inc. Amended and Restated (the “Executive Severance Plan”) as described under “Executive Compensation—

  89. Employment Agreement with Mr. Harrison

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 57 |

  90. Employment Agreement with Mr. Harrison

    Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below. The employment agreement also contains: (i) a confidentiality provision that applies during the term of employment and for one year following any termination of employment, (ii) a non-competition provision that applies during the term of employment and for one year following any termination of employment that results in severance benefits, and (iii) an employee non-solicitation provision that applies during the term of employment and for one year following any termination of employment.

  91. Offer Letter with Mr. Moses

    Offer Letter with Mr. Moses In connection with his appointment as Vice Chairman and Chief Financial Officer of the Company and the Bank, Mr. Moses entered into an offer letter with the Company on December 14, 2022. Mr. Moses’s offer letter provides for a base salary of $475,000 and an annual bonus equal to 75% of his base salary for 2023, subject to the achievement of performance goals, and based on a target of 75% of base salary for future years. Mr. Moses is eligible to participate in the Company’s Long-Term Incentive Plan and was granted an award valued at $670,000 for the 2023-2025 performance period, in the form of performance share units and restricted stock units. In addition, Mr. Moses became entitled to a one-time sign-on cash award of $700,000 upon joining the Company, of which $500,000 was paid on the first regularly scheduled pay date following the commencement of employment. The remaining $200,000 was paid in the form of restricted stock units that vest 50% on the first anniversary of his employment start date and 50% on the second anniversary of his employment start date. Mr. Moses is entitled to a relocation allowance of $100,000, which will be grossed up, will receive an annual $7,200 automobile allowance and will be eligible to participate in the Company’s benefit plans, including the Executive Severance Plan.

  92. Payments to Mr. Mesick in Connection with Termination of Employment

    Payments to Mr. Mesick in Connection with Termination of Employment Effective July 1, 2023, Mr. Mesick was terminated by the Company without Cause (as defined in the Executive Severance Plan) from his positions with the Company and the Bank. Mr. Mesick’s termination of employment constituted a qualifying termination under the Executive Severance Plan, and he thus was entitled, subject to his execution and non-revocation of a release of claims, to payments and benefits thereunder in an amount equal to $1,127,527, which represents the sum of (i) Mr. Mesick’s highest base salary earned during 2020, 2021 and 2022 plus (ii) the average bonus payments actually received by Mr. Mesick for 2021 and 2022, payable in a lump sum within 15 days following the date on which the release became effective and irrevocable. Mr. Mesick’s termination of employment also constituted a retirement under the terms of the Omnibus Plan and, accordingly, (i) Mr. Mesick’s 2021-2023 LTIP Award vested at actual performance, prorated based on the portion of the performance period served, (ii) Mr. Mesick’s 2022-2024 LTIP Award and 2023-2025 LTIP Award remain outstanding and eligible to vest based on achievement of performance targets; provided that the earned awards will be pro rated based on his service from the beginning of the performance period through his retirement date and (iii) a pro rated portion of Mr. Mesick’s outstanding restricted stock unit awards vested upon his retirement date. In addition, in accordance with his Separation Agreement, Mr. Mesick received a 2023 bonus in the amount of $79,122, which reflected Mr. Mesick’s achievement of Company and individual performance goals, with such bonus pro rated for the portion of calendar year 2023 served. Pursuant to the terms of the Executive Severance Plan, Mr. Mesick will be bound by non-competition, non-disclosure, non-disparagement and non-solicitation of employees and customers covenants for 12 months following termination of employment.

  93. Payments to Mr. Mizumoto in Connection with Termination of Employment

    Payments to Mr. Mizumoto in Connection with Termination of Employment Effective October 1, 2023, Mr. Mizumoto was terminated by the Company without Cause (as defined in the Executive Severance Plan) from his positions with the Company and the Bank. Mr. Mizumoto’s termination of employment constituted a qualifying termination under the Executive Severance Plan, and he thus was entitled, subject to his execution and non-revocation of a release of claims, to payments and benefits thereunder in an amount equal to $842,299, which

  94. Other Retirement and Deferred Compensation Arrangements

    that account had been invested in the applicable investment funds or indices chosen by the participating employee. Under the First Hawaiian Bank DCP, the Compensation Committee may also, in its discretion, designate employees on whose behalf First Hawaiian Bank may make executive retirement contributions. For 2023, Messrs. Harrison, Moses, Dods, Char, Mesick and Mizumoto received an executive retirement contribution under the First Hawaiian Bank DCP equal to 7.5% of base salary and any incentive compensation payments, excluding LTIP awards. Such retirement contributions vest over five years of service with First Hawaiian Bank with automatic vesting upon attainment of age 65, disability or death prior to termination of employment. Executive retirement contributions are paid in either a lump sum or annual installments, as elected by the executive. Effective July 1, 2019, the SERP was frozen and all accruals of benefits, including service accruals, ceased. The SERP is a non-qualified plan under which participating executives generally receive a benefit equal to a percentage of the average annual rate of compensation earned during the 60 consecutive calendar months out of the last 120 calendar months of employment or, following the SERP freeze date, ending prior to July 1, 2019, that results in the highest average, subject to reduction in the case of early retirement. Mr. Harrison is the only NEO that participates in the SERP, which is frozen to new participants, and he will receive a benefit equal to a percentage of the highest consecutive 12 months of compensation earned during his 60 months of service prior to July 1, 2019, subject to reduction in the case of early retirement. The target percentage is 60% multiplied by a fraction based on credited years of service as of July 1, 2019 under the SERP. The benefit is also reduced by Company contributions to benefits received pursuant to other retirement plans, including, among others, the 401(k) Plan, the Future Plan, and 50% of an executive’s monthly primary social security benefit, determined as if the executive was age 65. SERP participants may elect to receive benefits in a monthly annuity, monthly installments or a lump sum, subject to certain restrictions. Under the First Hawaiian, Inc. DCP, within thirty days after a “change in control of FHI,” any amounts credited to accounts of participants in each respective plan that have not previously been contributed to a trust are required to be contributed to a trust. Similarly, within thirty days after a “change in control of the Company” any amounts credited to accounts of participants in each respective plan who are employees of First Hawaiian Bank that have not previously been contributed to a trust are required to be contributed. “Change in control of the Company,” as used in the First Hawaiian, Inc. DCP, generally means: (i) any person, other than an affiliate or trustee or other fiduciary holding shares under an employee benefit plan, becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of First Hawaiian, Inc., (ii) a merger or consolidation of First Hawaiian, Inc., as a result of which either: (A) any person, other than an affiliate, becomes the beneficial owner of more than 50% of the voting power of First Hawaiian, Inc., or (B) the shares of First Hawaiian, Inc. outstanding immediately prior to such transaction do not represent a majority of the voting power of all voting securities of such entity outstanding immediately after such transaction, or (iii) the sale of all or substantially all of the assets of First Hawaiian, Inc. and its subsidiaries. “Change in control of a Bank Subsidiary,” as used in the First Hawaiian, Inc. DCP, generally means: (i) any person, other than an affiliate or trustee or other fiduciary holding shares under an employee benefit plan, becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of First Hawaiian Bank, (ii) a merger or consolidation of First Hawaiian Bank, as a result of which: (A) any person, other than an affiliate, becomes the beneficial owner of more than 50% of the voting power of First Hawaiian Bank, or the shares of First Hawaiian Bank outstanding immediately prior to such transaction do not represent a majority of the voting power of all voting securities of such entity

  95. Summary Compensation Table

    Summary Compensation Table The following table presents information with respect to our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  96. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Robert S. Harrison Chairman, President and Chief Executive Officer | 2023 | $1,032,954 | $638,366 | $2,299,977 | $1,142,308 | $253,250 | $5,366,855 | | | 2022 | 1,001,300 | 1,310,088 | 1,999,986 | — | 239,761 | 4,551,135 | | | 2021 | 969,000 | 1,282,568 | 1,999,976 | — | 176,269 | 4,427,813 | | James M. Moses Vice Chairman and Chief Financial Officer | 2023 | 475,304 | 195,938 | 669,977 | — | 61,606 | 1,402,825 | | Christopher L. Dods Vice Chairman and Chief Operating Officer | 2023 | 569,169 | 301,877 | 699,984 | — | 145,728 | 1,716,758 | | | 2022 | 525,000 | 556,875 | 649,996 | — | 119,223 | 1,851,094 | | Alan H. Arizumi Vice Chairman, Wealth Management Group | 2023 | 535,274 | 244,738 | 299,985 | | 145,346 | 1,225,343 | | | 2022 | 518,073 | 466,732 | 274,986 | — | 135,250 | 1,395,041 | | | 2021 | 497,350 | 439,657 | 274,987 | — | 113,451 | 1,325,445 | | Neill A. Char Vice Chairman, Retail and Commercial Banking Group | 2023 | 475,000 | 185,250 | 299,985 | — | 129,450 | 1,089,685 | | Ralph M. Mesick Former Vice Chairman, Interim Chief Financial Officer, Finance Group and Chief Risk Officer, Risk Management Group(5) | 2023 | 223,947 | 79,122 | 424,982 | — | 1,224,837 | 1,952,888 | | | 2022 | 679,167 | 520,878 | 499,975 | — | 118,770 | 1,818,790 | | | 2021 | 425,000 | 370,175 | 499,975 | — | 81,769 | 1,376,919 | | Lance A. Mizumoto Former Vice Chairman and Chief Lending Officer, Wholesale Banking Group(5) | 2023 | 345,445 | 123,419 | 324,995 | — | 955,285 | 1,749,144 | | | 2022 | 451,563 | 371,309 | 324,984 | — | 127,309 | 1,275,165 | | | 2021 | 433,500 | 402,938 | 324,984 | — | 106,877 | 1,268,299 |

  97. Summary Compensation Table

    (1) The amounts in this column represent annual incentive cash awards earned under the Bonus Plan. The amounts in this column for fiscal years 2023, 2022 and 2021 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of (i) during fiscal year 2023, performance share units granted pursuant to the LTIP for the 2023-2025 cycle (the “2023-2025 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan, (ii) during fiscal year 2022, performance share units granted pursuant to the LTIP for the 2022-2024 cycle (the “2022-2024 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan and (iii) during fiscal year 2021, performance share units granted pursuant to the LTIP for the 2021-2023 cycle (the “2021-2023 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan. For further information regarding grant date fair value calculations, see Note 20 to the Consolidated Financial Statements included in First Hawaiian’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The LTIP Award amounts for each year reported are based on assumed performance achievement at 100%, which is the target level of performance share units that may be earned. The amounts for the 2023-2025 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share unit awards that may be earned, are $2,759,962, $803,951, $839,970, $359,972, $359,972, $509,978 and $390,005 for each of Messrs. Harrison, Moses, Dods, Arizumi, Char, Mesick and Mizumoto, respectively. The amounts for the 2022-2024 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share unit awards that may be earned, are $2,399,994, $780,018, $329,983, $599,970 and $389,980 for each of Messrs. Harrison, Dods, Arizumi, Mesick and Mizumoto, respectively. The amounts for the 2021-2023 LTIP Awards based on assumed performance achievement of 200%, the highest level of performance share award amounts that may be earned, are $2,399,959, $367,116, $667,089 and $433,584 for each of Messrs. Harrison, Arizumi, Mesick and Mizumoto, respectively.

  98. Summary Compensation Table

    | 64 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  99. Summary Compensation Table

    The amounts in this column reflect the actuarial increase in the present value of benefits under the SERP. Mr. Harrison is the only NEO who participates in the SERP, and none of our NEOs received above-market earnings on their non-qualified deferred compensation accounts. The change in pension value represents the present value of future retirement benefits and does not represent any cash benefit to Mr. Harrison. The SERP was frozen and all accruals of benefits, including service accruals, ceased effective July 1, 2019. Therefore, any subsequent changes in the actuarial present value of an NEO’s accumulated benefit under the SERP would likely be attributable, primarily, to variations in the discount rate or modifications to actuarial assumptions. Mr. Harrison was not paid any compensation in respect of the SERP in 2023, 2022 or 2021, and will not be paid any amounts until his retirement or termination of employment with First Hawaiian. See “Compensation Discussion and Analysis—Other Benefits and Retirement Plans” and “—Change in CEO Pension Value in the Summary Compensation Table” for more information. (4) The items comprising “All Other Compensation” for 2023 are:

  100. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits(a) ($) | Contributions to Defined Contribution Plans(b) ($) | Insurance Premiums(c) ($) | Other(d) ($) | Total ($) | | Robert S. Harrison | $38,896 | $200,478 | $13,876 | — | $253,250 | | James M. Moses | 19,779 | 35,648 | 6,179 | — | 61,606 | | Christopher L. Dods | 29,031 | 109,203 | 7,494 | — | 145,728 | | Alan H. Arizumi | 31,248 | 99,900 | 14,198 | — | 145,346 | | Neill A. Char | 37,509 | 84,970 | 6,971 | — | 129,450 | | Ralph M. Mesick | 6,748 | 71,731 | 7,581 | 1,138,777 | 1,224,837 | | Lance A. Mizumoto | 21,492 | 75,825 | 10,656 | 847,312 | 955,285 |

  101. Summary Compensation Table

    (a) “Perquisites and Other Personal Benefits” include: for each NEO, Company provided parking, automobile allowance and related expenses, and meals; for Messrs. Harrison, Moses, Dods, Arizumi, Char and Mizumoto, club dues and fees; for Messrs. Harrison and Char, spouse travel expenses; and for Mr. Mizumoto, executive physical and COBRA benefits. (b) Reflects Company contributions for Mr. Harrison under the 401(k) Plan ($16,500), the Future Plan ($8,250) and the First Hawaiian Bank DCP ($175,728); for Mr. Moses under the First Hawaiian Bank DCP ($35,648); for Mr. Dods under the 401(k) Plan ($16,500), the Future Plan ($8,250) and the First Hawaiian, Inc. DCP ($84,453); for Mr. Arizumi under the 401(k) Plan ($16,500), the Future Plan ($8,250) and the First Hawaiian, Inc. DCP ($75,150); for Mr. Char under the 401(k) Plan ($16,500), the Future Plan ($8,250) and the First Hawaiian, Inc. DCP ($60,220); for Mr. Mesick under the 401(k) Plan ($7,619), the Future Plan ($8,250) and the First Hawaiian Bank DCP ($55,862) and for Mr. Mizumoto under the 401(k) Plan ($13,818), the Future Plan ($8,250) and the First Hawaiian Bank DCP ($53,757) and, as discussed under “—Compensation Discussion and Analysis—Other Benefits and Retirement Plans” above. (c) Reflects insurance premiums paid for the benefit of all of the NEOs in a group variable universal life insurance policy, an individual disability insurance policy and a group life insurance plan. (d) Reflects, for Messrs. Mesick and Mizumoto, payments and benefits received upon a qualifying termination under the Executive Severance Plan, as well as consulting fees of $11,250 and $5,013, respectively. For information with respect to amounts paid to Messrs. Mizumoto and Mesick, see “—Compensation Discussion and Analysis— Payments to Mr. Mizumoto in Connection with Termination of Employment” and see “—Compensation Discussion and Analysis—Payments to Mr. Mesick in Connection with Termination of Employment.” Messrs. Mesick’s and Mizumoto’s employment with the Company terminated effective July 1, 2023 and October 1, 2023, respectively.

  102. Summary Compensation Table

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 65 |

  103. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth plan-based awards granted in 2023.

  104. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock Awards(3) | | Robert S. Harrison | 2/22/23 | 25,823 | 51,646 | 103,292 | — | $1,379,981 | | | 2/22/23 | — | — | — | 34,431 | 919,996 | | James M. Moses | 2/22/23 | 7,522 | 15,044 | 30,088 | — | 401,975 | | | 2/22/23 | — | — | — | 10,030 | 268,002 | | Christopher L. Dods | 2/22/23 | 7,859 | 15,718 | 31,436 | — | 419,985 | | | 2/22/23 | — | — | — | 10,479 | 279,999 | | Alan H. Arizumi | 2/22/23 | 3,368 | 6,736 | 13,472 | — | 179,985 | | | 2/22/23 | — | — | — | 4,491 | 120,000 | | Neill A. Char | 2/22/23 | 3,368 | 6,736 | 13,472 | — | 179,985 | | | 2/22/23 | — | — | — | 4,491 | 120,000 | | Ralph M. Mesick | 2/22/23 | 4,772 | 9,543 | 19,086 | — | 254,989 | | | 2/22/23 | — | — | — | 6,362 | 169,993 | | Lance A. Mizumoto | 2/22/23 | 3,649 | 7,298 | 14,596 | — | 195,002 | | | 2/22/23 | — | — | — | 4,865 | 129,993 |

  105. 2023 Grants of Plan-Based Awards

    (1) Represents the 2023-2025 LTIP Awards under the LTIP, which cliff vest within 60 days following December 31, 2025, the end of the three-year performance period, subject to achievement of performance and continued employment through the vesting date. (2) Represents restricted stock units granted under the Omnibus Plan that vest in three equal annual installments on each of February 22, 2024, February 22, 2025 and February 22, 2026 subject to continued employment through the applicable vesting date. The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718.

  106. 2023 Grants of Plan-Based Awards

    | 66 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  107. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End As of December 31, 2023, our NEOs held outstanding equity-based awards of First Hawaiian common stock as listed in the table below.

  108. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Robert S. Harrison | 9,095(2) | 207,912 | — | — | | | 49,644(3) | 1,134,862 | — | — | | | 18,668(4) | 426,750 | — | — | | | — | — | 42,000(5) | 960,120 | | | 34,431(6) | 787,093 | — | — | | | — | — | 51,646(7) | 1,180,628 | | James M. Moses | 10,030(6) | 229,286 | — | — | | | — | — | 15,044(7) | 343,906 | | | 7,674(8) | 175,428 | — | — | | Christopher L. Dods | 1,180(2) | 26,975 | — | — | | | 6,431(3) | 147,013 | — | — | | | 6,067(4) | 138,692 | — | — | | | — | — | 13,651(5) | 312,062 | | | 10,479(6) | 239,550 | — | — | | | | — | 15,718(7) | 359,313 | | | 1,420(9) | 32,461 | — | — | | Alan H. Arizumi | 1,392(2) | 31,821 | — | — | | | 7,588(3) | 173,462 | — | — | | | 2,567(4) | 58,682 | — | — | | | — | — | 5,775(5) | 132,017 | | | 4,491(6) | 102,664 | — | — | | | — | — | 6,736(7) | 153,985 | | Neill A. Char | 962(2) | 21,991 | — | — | | | 5,243(3) | 119,855 | — | — | | | 2,334(4) | 53,355 | — | — | | | — | — | 5,250(5) | 120,015 | | | 4,491(6) | 102,664 | — | — | | | — | — | 6,736(7) | 153,985 | | | 728(9) | 16,642 | — | — | | Ralph M. Mesick(10) | 11,499 | 268,867 | — | — | | | — | — | 5,250 | 120,015 | | | — | — | 1,590 | 36,347 | | Lance A. Mizumoto(10) | 8,220 | 187,909 | — | — | | | — | — | 3,981 | 91,006 | | | — | — | 1,824 | 41,697 |

  109. Outstanding Equity Awards at 2023 Fiscal Year End

    Based on the closing sale price of First Hawaiian common stock on NASDAQ of $22.86 per share on December 29, 2023.

  110. Outstanding Equity Awards at 2023 Fiscal Year End

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 67 |

  111. Outstanding Equity Awards at 2023 Fiscal Year End

    Represents restricted stock units that vest on February 12, 2024 (February 24, 2024 for Mr. Harrison), subject to continued employment through the applicable vesting date. (3) Represents the 2021-2023 LTIP Awards at earned performance, which cliff vest within 60 days following December 31, 2023, the end of the three-year performance period, subject to continued employment through the vesting date. (4) Represents restricted stock units that vest on each of February 23, 2024 and February 23, 2025, subject to continued employment through the applicable vesting date. (5) Represents the 2022-2024 LTIP Awards at 100% performance, which cliff vest within 60 days following December 31, 2024, the end of the three-year performance period, subject to continued employment through the vesting date. (6) Represents restricted stock units that vest in three equal annual installments on each of February 22, 2024, February 22, 2025 and February 22, 2026, subject to continued employment through the applicable vesting date. (7) Represents the 2023-2025 LTIP Awards at 100% performance, which cliff vest within 60 days following December 31, 2025, the end of the three-year performance period, subject to continued employment through the vesting date. (8) Represents restricted stock units granted in connection with the commencement of Mr. Moses’s employment as Vice Chairman and Chief Financial Officer that vest in equal annual installments on January 3, 2024 and 2025, subject to continued employment through the vesting date. (9) Represents restricted stock units granted in connection with the commencement of Mr. Dods’s employment as Vice Chairman and Chief Operating Officer and Mr. Char’s employment as Executive Vice President, Retail Banking Group on May 1, 2021, that vest on May 1, 2024, subject to continued employment through the vesting date. (10) Messrs. Mesick and Mizumoto forfeited 11,232 and 6,755 shares, respectively, underlying then outstanding restricted stock unit awards, effective upon their termination of employment on July 1, 2023 and October 1, 2023, respectively. Following their termination of employment on July 1, 2023 and October 1, 2023, respectively, which constituted a retirement for each individual under the Omnibus Plan, Messrs. Mesick’s and Mizumoto’s LTIP Awards remained outstanding and will vest in a prorated portion based on actual performance as determined by the Committee on the applicable determination date. Accordingly, for each of Messrs. Mesick and Mizumoto, the amounts shown include a prorated portion of each of the 2021-2023 LTIP Awards, 2022-2024 LTIP Awards and 2023-2025 LTIP Awards, in each case, based on the date of the respective NEO’s termination of employment relative to the length of the applicable performance period. The 2021-2023 LTIP Awards cliff vested within 60 days following December 31, 2023, the end of the three-year performance period, and are shown at earned performance.

  112. 2023 Stock Vested

    2023 Stock Vested

  113. 2023 Pension Benefits

    2023 Pension Benefits The following table provides information as of December 31, 2023 with respect to each defined benefit or other pension plan that provides for pension benefits in which our NEOs participate. For 2023, Mr. Harrison was the only NEO who participated in the SERP. Effective July 1, 2019, the SERP was frozen, and all accruals of benefits, including pay and service accruals, ceased. For more information, see “—Compensation Discussion and Analysis—Other Benefits and Retirement Plans.” In 2021 and 2022, the annual change in pension value was negative for Mr. Harrison. However, SEC regulations do not allow for inclusion of negative pension amounts in the Summary Compensation Table. See “Compensation Discussion and Analysis—Change in CEO Pension Value in the Summary Compensation Table” for more information.

  114. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Robert S. Harrison | SERP | 27 | $13,220,843 | $— |

  115. 2023 Pension Benefits

    (1) As of December 31, 2023

  116. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table provides information with respect to each defined contribution or other plan that provides for nonqualified deferred compensation in which our NEOs participate. For 2023, Messrs. Harrison, Moses, Dods, Arizumi, Char and Mizumoto participated in the First Hawaiian, Inc. DCP. Mr. Arizumi received a retirement contribution under the First Hawaiian, Inc. DCP, and Messrs. Harrison, Moses, Dods, Char, Mizumoto and Mesick participated in and received executive retirement contributions under the First Hawaiian Bank DCP. For more information, see “Compensation Discussion and Analysis—Other Benefits and Retirement Plans.”

  117. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2023 | Registrant Contributions in Fiscal Year 2023(1) | Aggregate Earnings (loss) in Fiscal Year 2023 | Aggregate Withdrawals/ Distributions | Aggregate Balance at End of Fiscal Year 2023(2) | | Robert S. Harrison | $— | $171,599 | $176,826 | $— | $2,518,061 | | James M. Moses | — | 35,648 | 3,161 | — | 38,809 | | Christopher L. Dods | — | 82,469 | 113,685 | — | 583,145 | | Alan H. Arizumi | — | 73,384 | 160,674 | — | 3,170,348 | | Neill A. Char | 245,953 | 58,805 | 198,618 | — | 1,541,636 | | Ralph M. Mesick | — | 54,549 | 55,017 | — | 443,880 | | Lance A. Mizumoto | 143,351 | 52,493 | 78,894 | — | 1,093,702 |

  118. 2023 Nonqualified Deferred Compensation

    (1) Amounts reported as contributions for the registrant are reported as “All Other Compensation” in the Summary Compensation Table for 2023. Amounts reported here were not previously reported in the Summary Compensation Table.

  119. 2023 Nonqualified Deferred Compensation

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 69 |

  120. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  121. Outstanding Equity Awards

    Outstanding Equity Awards In the event of termination without cause or for good reason within two years following a change in control, outstanding performance share units granted under the LTIP will be earned based on the greater of target and actual performance, and outstanding restricted stock units granted under the Omnibus Plan will vest in full. For outstanding performance share units granted under the LTIP, in the event of death or disability, a pro rated portion of such performance share units will vest at target performance, and in the event of retirement, such performance share units will vest on the planned vesting date at actual performance in a prorated amount based on the period of employment prior to retirement relative to the three-year performance period. For outstanding restricted stock units under the Omnibus Plan, in the event of retirement, death or disability, such restricted stock units will immediately vest in full, except that in the event of retirement, such awards will vest on a pro rated basis based on the portion of the vesting period served.

  122. Outstanding Equity Awards

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 71 |

  123. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table and footnotes describe certain potential payments that each NEO would receive upon certain terminations of employment, assuming that the termination event was effective as of December 29, 2023 and the value of our common stock of $22.86, the closing price of our common stock on December 29, 2023, the last trading day in 2023. For information regarding benefits that would be payable with respect to the SERP, First Hawaiian, Inc. DCP and First Hawaiian Bank DCP, see the “2023 Pension Benefits” and “2023 Nonqualified Deferred Compensation” tables on page 69.

  124. Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Cash Severance(2) | Health and Welfare Benefits | Stock Awards(3) | Outplacement Benefits | Total | | Robert S. Harrison | | | | | | | Termination in Connection with a Change in Control(1) | $4,014,362 | $27,116 | $6,838,188(4) | $20,000 | $10,899,666 | | Termination without Cause or for Good Reason | 2,007,181 | — | — | — | 2,007,181 | | Retirement | — | — | 4,409,722 | — | 4,409,722 | | Death or Disability | — | — | 3,590,254 | — | 3,590,254 | | James M. Moses | | | | | | | Termination in Connection with a Change in Control(1) | 1,146,546 | 27,116 | 917,097(4) | 20,000 | 2,110,759 | | Termination without Cause or for Good Reason | 573,273 | — | — | — | 573,273 | | Retirement | — | — | 294,113 | — | 294,113 | | Death or Disability | — | — | 343,921 | — | 343,921 | | Christopher L. Dods | | | | | | | Termination in Connection with a Change in Control(1) | 1,997,090 | 27,023 | 1,894,942(4) | 20,000 | 3,939,055 | | Termination without Cause or for Good Reason | 998,545 | — | — | — | 998,545 | | Retirement | — | — | 1,075,829 | — | 1,075,829 | | Death or Disability | — | — | 880,003 | — | 880,003 | | Alan H. Arizumi | | | | | | | Termination in Connection with a Change in Control(1) | 1,782,018 | 8,953 | 938,594(4) | 20,000 | 2,749,565 | | Termination without Cause or for Good Reason | 891,009 | — | — | — | 891,009 | | Retirement | — | — | 626,753 | — | 626,753 | | Death or Disability | — | — | 505,930 | — | 505,930 | | Neill A. Char | | | | | | | Termination in Connection with a Change in Control(1) | 1,463,188 | 19,744 | 828,020(4) | 20,000 | 2,330,952 | | Termination without Cause or for Good Reason | 731,594 | — | — | — | 731,594 | | Retirement | — | — | 507,525 | — | 507,525 | | Death or Disability | — | — | 411,358 | — | 411,358 | | Ralph M. Mesick | | | | | | | Termination without Cause (Retirement Eligible)(5) | 1,127,527 | — | 1,034,129 | — | 2,161,656 | | Lance A. Mizumoto | | | | | | | Termination without Cause (Retirement Eligible)(5) | 842,299 | — | 710,644 | — | 1,552,943 |

  125. Potential Payments upon Termination or Change in Control

    The severance amount included here assumes that there has been a “Change in Control” of the Company (as defined in the Executive Severance Plan) on December 29, 2023, the NEO has experienced a “CIC Qualifying Termination”

  126. Potential Payments upon Termination or Change in Control

    | 72 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  127. Potential Payments upon Termination or Change in Control

    (as defined in the Executive Severance Plan), and the NEO agrees to be bound by, and complies with, the applicable restrictive covenants for twelve (12) months following termination. (2) For purposes of calculating the severance amount in accordance with the terms of the Severance Plan, includes the largest annual base salary during the preceding three fiscal years and the average of the actual paid bonus amounts under the Bonus Plan for each of the preceding two fiscal years. (3) Represents accelerated vesting of otherwise unvested performance share units granted under the LTIP and accelerated vesting of otherwise unvested restricted stock units granted under the Omnibus Plan. (4) The amounts included assume maximum performance for all unearned performance share units, which, upon a termination of employment without cause or for good reason (each as defined in the Omnibus Plan) during the two-year period following a change in control, are deemed earned at the greater of target and actual performance as of the date of a change in control with respect to all open performance periods, and represent earned performance under the 2021-2023 LTIP Awards, the performance conditions of which were satisfied by the NEOs as of December 31, 2023. Assuming target performance for all unearned performance share units (other than the 2021-2023 LTIP Awards) and earned performance for the 2021-2023 LTIP Awards, the amount to be received by each NEO upon a termination of employment without cause or for good reason during the two-year period following a change in control in respect of stock awards would be: for Mr. Harrison, $4,697,395, for Mr. Moses, $573,192, for Mr. Dods, $1,223,566 for Mr. Arizumi, $652,592, and for Mr. Char, $554,020. (5) Messrs. Mesick and Mizumoto’s employment with First Hawaiian terminated effective July 1, 2023 and October 1, 2023, respectively. Accordingly, the amounts reported for Messrs. Mizumoto and Mesick reflect the amounts actually received in connection with their termination. For information with respect to amounts paid to Messrs. Mizumoto and Mesick, see “—Compensation Discussion and Analysis—Payments to Mr. Mizumoto in Connection with Termination of Employment” and see “—Compensation Discussion and Analysis—Payments to Mr. Mesick in Connection with Termination of Employment.”

  128. Pay Ratio Disclosure

    Pay Ratio Disclosure The following table sets forth the ratio of the annual total compensation of our Chief Executive Officer, Robert S. Harrison, to the annual total compensation of the median employee.

  129. Pay Ratio Disclosure

    | | 2023 Annual Total Compensation ($) | | Mr. Harrison, our Chief Executive Officer | $5,366,855 | | Our median employee | $66,295 | | Pay ratio estimate | 81:1 |

  130. Pay Ratio Disclosure

    In identifying our median employee, we examined our active employee population (including full-time, part-time and peak employees), excluding our Chief Executive Officer, as of December 31, 2023, the last day of our fiscal year. Our median employee was determined by reviewing payroll records for our employee population, as reported to the IRS on Form W2. We did not make any fulltime equivalent adjustments to part-time and peak-time employees. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules based on our employment and payroll records. The SEC rules governing pay ratio disclosures allow companies to apply numerous methodologies, exclusions and reasonable assumptions, adjustments and estimates to reflect their compensation practices. Thus, pay ratios that are reported by other companies, including our peers, may not be directly comparable to ours because other companies may have different employment and compensation practices, and may utilize different assumptions, methodologies, exclusions and estimates in calculating the pay ratio.

  131. Pay Ratio Disclosure

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 73 |

  132. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our CEO and Non-CEO NEOs and Company performance for the fiscal years listed below. More information on the Company’s compensation program and decisions for the 2023 performance year can be found in the “Compensation Discussion and Analysis” included in this Proxy Statement.

  133. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Core Return on Average Tangible Stockholders’ Equity (%)(5) | | Year | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 5,366,855 | 3,454,911 | 1,522,774 | 1,402,194 | 95.04 | 115.64 | 235 | 18.4 | | 2022 | 4,551,135 | 5,768,293 | 1,272,234 | 1,029,347 | 102.79 | 116.10 | 266 | 20.2 | | 2021 | 4,427,813 | 4,769,225 | 1,354,207 | 1,430,129 | 103.73 | 124.74 | 266 | 16.3 | | 2020 | 5,651,505 | 2,819,314 | 1,181,879 | 922,849 | 86.21 | 91.29 | 186 | 11.1 |

  134. Pay Versus Performance Disclosure

    (1) Robert S. Harrison was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.

  135. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Alan H. Arizumi | Alan H. Arizumi | Alan H. Arizumi | Alan H. Arizumi | | Ravi Mallela | Ravi Mallela | Christopher L. Dods | Neill A. Char | | Ralph M. Mesick | Ralph M. Mesick | Ravi Mallela | Christopher L. Dods | | Lance A. Mizumoto | Lance A. Mizumoto | Ralph M. Mesick | Ralph M. Mesick | | | Mitchell E. Nishimoto | Lance A. Mizumoto | Lance A. Mizumoto | | | | | James M. Moses |

  136. Pay Versus Performance Disclosure

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. As described above under “Compensation Discussion and Analysis—Other Benefits and Retirement Plans—Other Retirement and Deferred Compensation Arrangements,” Mr. Harrison is the only NEO who participates in the SERP, which was frozen, and all accruals of benefits, including service accruals, ceased, effective July 1, 2019.

  137. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for CEO ($) | Exclusion of Change in Pension Value for CEO ($) | Exclusion of Stock Awards for CEO ($) | Inclusion of Pension Service Cost for CEO ($) | Inclusion of Equity Values for CEO ($) | Compensation Actually Paid to CEO ($) | | 2023 | 5,366,855 | (1,142,308) | (2,299,977) | — | 1,530,341 | 3,454,911 | | 2022 | 4,551,135 | — | (1,999,986) | — | 3,217,144 | 5,768,293 | | 2021 | 4,427,813 | — | (1,999,976) | — | 2,341,388 | 4,769,225 | | 2020 | 5,651,505 | (1,874,412) | (1,999,984) | — | 1,042,205 | 2,819,314 |

  138. Pay Versus Performance Disclosure

    | 74 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  139. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-CEO NEOs ($) | Average Exclusion of Stock Awards for Non-CEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-CEO NEOs ($) | Average Inclusion of Equity Values for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2023 | 1,522,774 | — | (453,318) | — | 332,738 | 1,402,194 | | 2022 | 1,272,234 | — | (349,988) | — | 107,101 | 1,029,347 | | 2021 | 1,354,207 | — | (391,985) | — | 467,907 | 1,430,129 | | 2020 | 1,181,879 | — | (442,488) | — | 183,458 | 922,849 |

  140. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  141. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for CEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for CEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for CEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for CEO ($) | Total – Inclusion of Equity Values for CEO ($) | | 2023 | 2,714,159 | (535,072) | (648,746) | — | 1,530,341 | | 2022 | 2,316,288 | 737,481 | 163,375 | — | 3,217,144 | | 2021 | 1,846,760 | 360,544 | 134,084 | — | 2,341,388 | | 2020 | 1,947,850 | (627,344) | (278,301) | — | 1,042,205 |

  142. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-CEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-CEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-CEO NEOs ($) | | 2023 | 527,687 | (80,231) | (76,589) | (38,129) | 332,738 | | 2022 | 405,340 | 103,608 | 16,590 | (418,437) | 107,101 | | 2021 | 389,490 | 66,030 | 41,829 | (29,442) | 467,907 | | 2020 | 430,942 | (177,191) | (70,293) | — | 183,458 |

  143. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the KBW Regional Banking Index (“KRX”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KRX, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Core Return on Average Tangible Stockholders’ Equity to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Core Return on Average Tangible Stockholders’ Equity is a non-GAAP financial measure. We compute our Core Return on Average Tangible Stockholders’ Equity as the ratio of core net income to average tangible stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total common equity. Please see Annex A for further explanation and a reconciliation.

  144. Pay Versus Performance Disclosure

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 75 |

  145. Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)

    Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years compared to that of the KBW Regional Banking Index over the same period.

  146. Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)

    | 76 | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT |

  147. Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our net income during the four most recently completed fiscal years.

  148. Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income

    | FIRST HAWAIIAN, INC. 2024 PROXY STATEMENT | 77 |

  149. Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Core Return on Average Tangible Stockholders’ Equity

    Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Core Return on Average Tangible Stockholders’ Equity The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Core Return on Average Tangible Stockholders’ Equity during the four most recently completed fiscal years. Core Return on Average Tangible Stockholders’ Equity is a non-GAAP financial measure. Please see Annex A for further explanation and a reconciliation.