DEF 14A of Hawaiian Electric Industries Inc, Mar 29, 2024

DEF 14A of Hawaiian Electric Industries Inc

Filed Mar 29, 2024 · FY20230001104659-24-041136

Open on EDGAR

  1. How To Vote Your Shares

    | Outstanding Equity Awards at 2023 Fiscal Year-End | 44 | | 2023 Option Exercises and Stock Vested | 45 | | Pension Benefits | 46 | | 2023 Nonqualified Deferred Compensation | 48 | | Potential Payments Upon Termination or Change in Control | 49 | | CEO Pay Ratio | 51 | | Pay Versus Performance | 52 | | PROPOSAL NO. 3: APPROVAL OF THE HEI EQUITY AND INCENTIVE PLAN, AS AMENDED AND RESTATED | 55 | | STOCK OWNERSHIP INFORMATION | 62 | | OTHER RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 63 | | AUDIT & RISK COMMITTEE REPORT | 64 | | PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 66 | | ABOUT THE 2024 ANNUAL MEETING | 67 | | VOTING PROCEDURES | 68 | | OTHER INFORMATION | 71 | | EXHIBIT A: Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments | A-1 | | EXHIBIT B: HEI Equity and Incentive Plan, as Amended and Restated | B-1 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The following table provides summary information about the seven nominees for election to the Board of Directors (Board) of Hawaiian Electric Industries, Inc. (HEI or the Company). Additional information about all nominees, may be found beginning on page 2.

  3. ELECTION OF DIRECTORS

    | Name | Age | Director Since | Primary Occupation | Independent | Committee Membership | Other Public Boards | | Celeste A. Connors | 48 | 2019 | Chief Executive Officer, Hawai‘i Green Growth Local 2030 Hub | | ARC, NCGC | None | | Admiral Thomas B. Fargo | 75 | 2005 | President, Fargo Associates, LLC | | CC, NCGC (Chair), EC (Chair) | The Greenbrier Companies Matson, Inc. | | Elisia K. Flores | 39 | 2021 | Chief Executive Officer & Vice Chair, L&L Franchise Inc. | | ARC, CC | None | | Peggy Y. Fowler | 72 | 2011 | Former Chief Executive Officer, Portland General Electric Company | | CC (Chair), NCGC, EC | Columbia Banking System, Inc. | | Micah A. Kāne | 55 | 2019 | President & Chief Executive Officer, Hawai‘i Community Foundation | | CC, NCGC | None | | William James Scilacci, Jr. | 68 | 2019 | Former Executive Vice President & Chief Financial Officer, Edison International | | ARC (Chair), EC | None | | Scott W. H. Seu | 58 | 2022 | President & Chief Executive Officer, Hawaiian Electric Industries, Inc. | | EC | None |

  4. ELECTION OF DIRECTORS

    ARC — Audit & Risk Committee CC — Compensation & Human Capital Management Committee EC — Executive Committee NCGC — Nominating and Corporate Governance Committee

  5. GOVERNANCE HIGHLIGHTS

    GOVERNANCE HIGHLIGHTS HEI’s governance is guided by the principle that shareholder value for our Company is linked to the value we bring to the customers and communities we serve. Highlights of our governance include:

  6. GOVERNANCE HIGHLIGHTS

    | BOARD OF DIRECTORS | | | Independent Chair of the Board | YES | | Number of independent directors | 6 of 7 | | Number of directors who are from diverse (non-Caucasian) ethnic backgrounds | 3 of 7 | | Number of directors who are women | 3 of 7 | | All Audit & Risk, Compensation & Human Capital Management and Nominating and Corporate Governance Committee members are independent | YES | | All directors attended at least 75% of meetings of the Board and Board committees on which they served in 2023 (during the period that the director served as a director) | YES | | Policy limitation on membership on other public company boards | YES | | Annual Board and committee self-evaluations and periodic director self and peer review | YES | | Directors required to submit resignation for Board consideration upon the end of their term after reaching age 75 or in the event of a significant change in their employment | YES | | Share ownership and retention requirements for directors and executives | YES |

  7. GOVERNANCE HIGHLIGHTS

    * For additional information see page 13.

  8. EXECUTIVE COMPENSATION HIGHLIGHTS — PAYING FOR PERFORMANCE

    EXECUTIVE COMPENSATION HIGHLIGHTS — PAYING FOR PERFORMANCE Incentivizing Value Creation The compensation program for our named executive officers is designed to focus executives on actions that create value for our customers, employees, communities and shareholders. For HEI and Utility management, safety, reliability, customer satisfaction and advancing our Utility’s transformation to increased renewable energy have been key goals of annual performance-based compensation for some time. Because of the strategic importance of achieving our decarbonization goals, for 2023 the Board tied 20% of HEI and Utility executives’ long-term performance-based compensation to carbon emissions reductions and 5% of HEI and Utility executives’ 2023 annual performance-based executive compensation to decarbonization. For HEI and Utility executives, the HEI Compensation & Human Capital Management Committee has included additional performance metrics for the 2024 annual incentive focused on resilience and safety, including wildfire mitigation and generation reliability. For the 2024-26 long-term incentive, the Committee also added metrics focused on system hardening to enhance public safety and on improving the utility’s credit rating. Details of these metrics will be included in discussions of the 2024 compensation program in next year’s proxy statement. Emphasis on Long-term and Performance-Based Compensation Executive compensation is composed of four primary elements: base salary, performance-based annual incentives, performance-based long-term incentives earned over three years, and restricted stock units vesting in equal annual installments over three years. We emphasize variable pay over fixed pay, with the majority of the total compensation opportunities for each named executive officer linked to the Company’s financial, market and operational results. The compensation program also balances the importance of achieving long-term strategic objectives and critical short-term goals that are linked to long-term objectives.

  9. 2023 Named Executive Officer (NEO) Pay Opportunity

    2023 Named Executive Officer (NEO) Pay Opportunity Pay Aligned with Company Performance Under our pay-for-performance design, incentive payouts to named executive officers are designed to align with results. The following graphs show the performance-based payouts to the HEI Chief Executive Officer (CEO) over the past several years in relation to (i) net income and (ii) total shareholder return (TSR) relative to the Edison Electric Institute (EEI) Index (Relative TSR). HEI CEO annual incentive pay is linked to HEI’s adjusted annual net income, as well as subsidiary performance. Long-term performance-based equity compensation over the respective three-year periods tracked our Relative TSR results. Adjustments for executive compensation purposes

  10. Proposal No. 1: Election of Seven Directors

    Proposal No. 1: Election of Seven Directors Proposal No. 1: Election of Seven Directors In accordance with HEI’s Amended and Restated Bylaws (Bylaws), the Board has fixed the size of the Board at seven directors effective at the 2024 Annual Meeting. The division of the directors into classes with staggered terms began a phased termination process at the 2021 Annual Meeting, with classes having been eliminated entirely at the 2023 annual meeting of shareholders. The Board proposes that the following nominees be elected at the 2024 Annual Meeting: Seven directors to serve until the 2025 Annual Meeting, or until his or her respective successor shall be duly elected and qualified: Thomas B. Fargo, Chair Celeste A. Connors Elisia K. Flores Peggy Y. Fowler Micah A. Kāne William James Scilacci, Jr. Scott W. H. Seu All of the director nominees are incumbent directors of HEI. Directors elected at the 2024 Annual Meeting of Shareholders will serve a one-year term expiring in 2025. The Board has determined that all director nominees except Mr. Seu are independent under the applicable standards for director independence, as discussed below under “Board of Directors — Independent Directors.” All director nominees have consented to serve a one-year term expiring at the 2025 Annual Meeting if elected. If a nominee is unable to stand for election at the time of the 2024 Annual Meeting, the proxy holders listed in the proxy card may vote in their discretion for a suitable substitute or the Board may choose to reduce the number of directors serving on the Board. Information regarding the business experience and certain other directorships for each director nominee is provided beginning on page 2 below, together with a description of the experience, qualifications, attributes and skills that led to the Board’s conclusion at the time of this Proxy Statement that each of the nominees and continuing directors should serve on the Board in light of HEI’s current business and structure.

  11. Proposal No. 1: Election of Seven Directors

    | | The Board recommends that you vote FOR each nominee listed above to serve as a Director. |

  12. Proposal No. 1: Election of Seven Directors

    | | Admiral Thomas B. Fargo, USN (Retired) | | | Independent Director Chair of the Board Executive Committee Chair Compensation & Human Capital Management Committee Member Nominating and Corporate Governance Committee Chair |

  13. Proposal No. 1: Election of Seven Directors

    | Age: 75 Independent Director Since: 2005 Principal Occupation: President, Fargo Associates, LLC |

  14. Proposal No. 1: Election of Seven Directors

    | EXPERTISE | | | | CRITICAL CUSTOMERS | | | RISK MANAGEMENT | | | CORPORATE GOVERNANCE | | | LEADERSHIP | | | STRATEGIC PLANNING | | | FINANCE AND ACCOUNTING | | | BANKING |

  15. EDUCATION

    EDUCATION Bachelor of Science, United States Naval Academy Executive and Business Training — Harvard University; Stanford University In addition to extensive leadership expertise, Admiral Fargo brings to the Board deep knowledge of the U.S. military, a major customer of HEI’s electric utility subsidiary and a key driver of Hawai‘i’s economy. Admiral Fargo served as Commander of the U.S. Pacific Command, and in that post, he was responsible for the security of nearly 52% of the world’s surface. He has top level management, strategic planning, and financial and non-financial risk assessment skills developed over 40 years of leading nine diverse organizations ranging in size from 130 to 300,000 people and managing budgets up to $8 billion. He has extensive corporate governance experience including audit, compensation and governance committees, from service on several private and public company boards, including as chairman of Huntington Ingalls Industries.

  16. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE Owner, Fargo Associates LLC (since 2005) (defense and homeland/national security consultancy) Commander of the U.S. Pacific Command (retired)

  17. PUBLIC COMPANY BOARDS

    PUBLIC COMPANY BOARDS The Greenbrier Companies (since 2015), Lead Independent Director (2021-2022), Chairman (since September 2022) (rail manufacturing & licensing services) Matson Inc. (since 2012) (transportation & logistics)

  18. PAST PUBLIC COMPANY BOARDS

    PAST PUBLIC COMPANY BOARDS Huntington Ingalls Industries, Chairman (2011-2020) (military shipbuilder) Northrop Grumman Corporation (2008-2011) Hawaiian Holdings, Inc. (2005-2008) (Hawaiian Airlines holding company) Alexander & Baldwin (2011-2012)

  19. OTHER POSITIONS

    OTHER POSITIONS Director, United Services Automobile Association (2006-2021), Chairman (2019-2021) Advisory Board Member, National Bureau of Asian Research (since 2005) Director, AtHoc (until 2016) Director, GTA Telegram (until 2017) Senior Advisor, SKAI Ventures (2005-2009)

  20. OTHER POSITIONS

    | | Celeste A. Connors | | | Independent Director Audit & Risk Committee Member Nominating and Corporate Governance Committee Member |

  21. OTHER POSITIONS

    | Age: 48 Independent Director Since: 2019 Principal Occupation: Chief Executive Officer, Hawai‘i Green Growth Local2030 Hub (since 2021) |

  22. OTHER POSITIONS

    | EXPERTISE | | | | ENERGY, UTILITIES | | | COMMUNITY RELATIONS | | | GOVERNMENT AND REGULATIONS | | | LEADERSHIP | | | ENTREPRENEURSHIP | | | EXECUTIVE MANAGEMENT | | | RISK MANAGEMENT | | | CLIMATE RISK |

  23. EDUCATION

    EDUCATION Master of Science (MSc), Development Studies, University of London, School of Oriental and African Studies (SOAS) Bachelor of Arts, International Relations, Tufts University Raised in Hawai‘i, Ms. Connors brings to the Board extensive risk management and national security experience from chairing highly complicated cross-department interagency processes as a double-hatted Director for Energy and Climate Change on both the National Economic Council and National Security Council in the White House. In this role, she advised the President, Vice President and Cabinet on energy, technology, and climate change strategies. Ms. Connors also has foreign policy expertise and helps the Board address key geopolitical threats from her experience managing finance and counter terrorism risk while serving as a diplomat with the U.S. Department of State in Saudi Arabia, Greece and Germany. As CEO of the Hawai‘i Green Growth Local2030 Hub, an APEC-derived and internationally recognized center of excellence, Ms. Connors develops strategies to scale policy and investment solutions to build community resilience. She convenes business, government and non-profit partners to achieve Hawai‘i’s 2030 goals and deliver long-term value to diverse stakeholders. She has a background in resilient infrastructure project management and finance as the co-founder and CEO of c.dots development. She also co-chairs the Hawai‘i Sustainability Business Forum that brings together the CEOs of the state’s top public and private companies. Ms. Connors’ 25 years of experience managing risk at the highest level of government, and extensive corporate governance background from serving on the boards of America’s Service Commission, Icebreaker and GigaDAC, helps the Board deliver its strategy. Her energy, climate change and national security experience provides the Board with important insights into key risks and investment opportunities to help Hawai‘i navigate the energy transition, as well as perspectives on energy and climate policy and practice globally.

  24. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE Executive Director of Hawai‘i Green Growth (network based organization focused on achieving Hawai‘i’s 2030 climate, energy and environmental sustainability goals (2015-2021) Visiting Scholar and Associate Practitioner in Residence (Energy, Resources and Environment Program), Johns Hopkins University (2012-2019) Chief Executive Officer and Co-Founder, c.dots development (builds partnerships to deliver resilient infrastructure (since 2012) Director (Environment and Climate Change), National Security Council, White House (2008-2012) Diplomat, U.S. Department of State (2000-2012) Foreign Policy Advisor (Office of the Mayor), City of New York (1999-2000)

  25. OTHER POSITIONS

    OTHER POSITIONS Advisory Board, U.S. Department of Defense, INDOPACOM, Climate Change Impact (since 2021) Adjunct Senior Fellow, East West Center (education and research organization established by the U.S. Congress in 1960 to strengthen relations between Asia, the Pacific, and the United States) (since 2020) Board Director, Hawai‘i Visitor and Convention Bureau (since 2022) Board Director, American Savings Bank (HEI Subsidiary) (2022-2023) Affiliate Faculty, University of Hawai‘i, Hawai‘i Natural Energy Institute (HNEI) (since 2021) Board Director, America’s Service Commission (2014-2018) Board Director, Icebreaker One (intersection of data & sustainability for net zero) (since 2017) Advisory Board, GigaDAC (Next generation Direct Air Capture optimized for gigaton scale) (since 2022)

  26. OTHER POSITIONS

    | | Elisia K. Flores | | | Independent Director Audit & Risk Committee Member Compensation & Human Capital Management Committee Member |

  27. OTHER POSITIONS

    | Age: 39 Independent Director Since: 2021 Principal Occupation: Chief Executive Officer & Vice Chair, L&L Franchise, Inc. (since 2019) |

  28. OTHER POSITIONS

    | EXPERTISE | | | | FINANCE AND ACCOUNTING | | | AUDIT | | | FINANCIAL OVERSIGHT | | | LEADERSHIP | | | STRATEGIC PLANNING | | | STRATEGIC & OPERATIONAL MANAGEMENT | | | EXECUTIVE MANAGEMENT |

  29. EDUCATION

    EDUCATION Bachelor of Science, University of Southern California, Marshall School of Business Executive Master of Business Administration, University of California Los Angeles, Anderson School of Management Ms. Flores is a recognized business leader. She has executive leadership, strategic planning and financial oversight experience from serving as CEO and CFO of L&L Franchise, a national franchisor, which has 210 restaurants across the country and in Japan. As CEO she is responsible for setting the strategic vision of the company and driving new growth initiatives. She has been instrumental in developing key partnerships to expand the L&L brand, strengthening the brand across markets and implementing national revenue generating programs for the franchises. Ms. Flores has notable financial and corporate audit experience from serving as Senior Finance Manager and Corporate Auditor at General Electric Company where she received the 2010 Contemporary Leadership Award. She also has financial oversight and board leadership experience as Chair of the ASB Audit Committee from 2019 to 2023. Ms. Flores’ business acumen and innovation make her a valuable addition to the Board. She was named Business Leader of the Year by Pacific Business News in 2020 and 2021. Her knowledge and sensitivities to Hawai‘i’s unique business and government environment also provide significant value.

  30. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE Chief Financial Officer, L&L Franchise, Inc. (2014 to July 2019) Senior Finance Manager, General Electric Company, Energy Sector (2010-2014) Corporate Auditor, General Electric Company, Corporate Sector (2008-2010)

  31. OTHER POSITIONS

    OTHER POSITIONS Director (since 2019), Chairman of the Finance Committee (since 2021), Hawai‘i Pacific Health (one of Hawai‘i’s largest health care systems, with a network of four hospitals, nearly 25 outpatient centers and 1,100-plus physicians on four islands)

  32. OTHER POSITIONS

    | | Peggy Y. Fowler | | | Independent Director Executive Committee Member Nominating and Corporate Governance Committee Member Compensation & Human Capital Management Committee Chair |

  33. OTHER POSITIONS

    | Age: 72 Independent Director Since: 2011 Principal Occupation: Former Chief Executive Officer, Portland General Electric Company (PGE) (2000-2009) |

  34. OTHER POSITIONS

    | EXPERTISE | | | | LEADERSHIP | | | ENERGY, UTILITIES | | | RENEWABLES | | | ENVIRONMENTAL MANAGEMENT | | | CORPORATE GOVERNANCE | | | FINANCIAL OVERSIGHT | | | REGULATORY COMPLIANCE | | | FINANCE AND ACCOUNTING | | | BANKING |

  35. EDUCATION

    EDUCATION Public Utility Executive Program, University of Idaho and University of Michigan Bachelor of Science, Chemistry and Bachelor of Science, Math, George Fox University With experience as Chief Executive Officer of a NYSE-listed public utility company, and as director for the Portland Branch of the Federal Reserve Bank of San Francisco and Columbia Banking System, Inc. (a publicly traded bank holding company), Ms. Fowler brings a unique combination of utility and banking knowledge to the Board. Ms. Fowler was recognized as Oregon’s Most Admired CEO in a 2005 Portland Business Journal survey, and as Portland’s First Citizen in 2007 by the Portland Metropolitan Association of Realtors. Ms. Fowler was awarded the Oregon History Makers recognition in 2015, and the 2016 Joan Austin Lifetime Achievement Award recognizing her as one of Portland, Oregon’s most-respected business leaders. Ms. Fowler has deep environmental and renewable energy expertise. She managed PGE’s environmental department, overseeing initiatives that improved fish passage on multiple Oregon rivers. During Ms. Fowler’s tenure as Chief Executive Officer, PGE made the strategic decision to reduce use of oil and coal and has been ranked #1 on multiple occasions for selling more renewable power to residential customers than any other U.S. utility. Under Ms. Fowler’s leadership, wind and solar projects were constructed and integrated into the PGE grid. Under her leadership as HEI’s Nominating and Corporate Governance Chair, the company underwent a new director refresh, CEO transition for HEI, Hawaiian Electric and ASB, decreased tenure, provided greater proxy access, eliminated the staggered board and implemented majority voting.

  36. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE 38 years of executive leadership, financial oversight and utility operations experience from serving at PGE in senior officer positions (including as President and Chief Executive Officer, Chief Operating Officer, and Board Member) and operating positions.

  37. PUBLIC COMPANY BOARDS

    PUBLIC COMPANY BOARDS Director, Chair of Nominating & Corporate Governance Committee, Columbia Banking System, Inc. (since 2023)

  38. PAST PUBLIC COMPANY BOARDS

    PAST PUBLIC COMPANY BOARDS Umpqua Holdings Corp. Director (2009-2023), Chairman (2012-2023) (bank holding company) Portland General Electric (2006-2012)

  39. OTHER POSITIONS

    OTHER POSITIONS Director and Chairman of the investment committee, Cambia Health Solutions (not-for-profit health insurer) (2005-2020) Director, PGE Foundation (since 1997) Director, Portland Branch of Federal Reserve Bank of San Francisco (2007-2011)

  40. OTHER POSITIONS

    | | Micah A. Kāne | | | Independent Director Nominating and Corporate Governance Committee Member Compensation & Human Capital Management Committee Member |

  41. OTHER POSITIONS

    | Age: 55 Independent Director Since: 2019 Principal Occupation: President and Chief Executive Officer, Hawai‘i Community Foundation, Since 2017 |

  42. OTHER POSITIONS

    | EXPERTISE | | | | LEADERSHIP | | | COMMUNITY RELATIONS | | | GOVERNMENT AND REGULATIONS | | | EXECUTIVE MANAGEMENT | | | STRATEGIC & OPERATIONAL MANAGEMENT | | | ORGANIZATIONAL LEADERSHIP |

  43. EDUCATION

    EDUCATION Master of Business Administration, University of Hawai‘i at Manoa Bachelor of Arts, Business Administration, Menlo College Mr. Kāne is a well-respected leader in the state of Hawai‘i and brings extensive leadership and a deep understanding of Hawai‘i’s cultural, business and political environment to the Board. His career has been distinguished by his leadership of significant private and public trusts, including his current role as Chief Executive Officer of Hawai‘i Community Foundation, Hawai‘i’s largest and oldest Foundation ($1.1 billion in assets and distributing more than $150 million in community grants annually); his prior service as a Trustee of the largest land trust in the state of Hawai‘i, Kamehameha Schools, a private school system established under the will of Princess Bernice Pauahi Bishop to create educational opportunities in perpetuity to improve the capability and well-being of people of Hawaiian ancestry; and his prior role as Chairman/Director of the State of Hawai‘i Department of Hawaiian Homelands. As an acknowledged Native Hawaiian community leader, Mr. Kāne brings invaluable experience in understanding Hawai‘i’s complex cultural and land use history (nearly 27% of the population self-identifies as Native Hawaiian and other Pacific Islander). Mr. Kāne has brought to bear this knowledge and his business acumen to bring the community together to address the most important issues of our day including environmental sustainability, homelessness and affordable housing. Mr. Kāne also has expertise in state/county government affairs including state/county regulation, policy development, public relations, and crisis management.

  44. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE Chief Operating Officer, Pacific Links Hawai‘i LLC (golf course owner, developer and operator) (2011-2016) Principal, the KĀNE Group LLC (Hawai‘i-based company focused on land and financing matters for planned community infrastructure and general business development) (since 2010) Trustee, Kamehameha Schools ($14.7 billion endowment and Hawai‘i’s largest private landowner with over 363,194 acres of land on Hawai‘i island, Maui, Moloka’i, O‘ahu and Kaua’i) (2009-2021)

  45. OTHER POSITIONS

    OTHER POSITIONS Chairman, Menlo College Board of Trustees, Atherton, CA (supporting Hawai‘i kids to college) (since 2011)

  46. OTHER POSITIONS

    | | William J. Scilacci, Jr. | | | Independent Director Executive Committee Member Audit & Risk Committee Chair |

  47. OTHER POSITIONS

    | Age: 68 Independent Director Since: 2019 Principal Occupation: Former Executive Vice President and Chief Financial Officer, Edison International (2008-2016) |

  48. OTHER POSITIONS

    | EXPERTISE | | | | FINANCE AND ACCOUNTING | | | STRATEGIC & OPERATIONAL MANAGEMENT | | | LEADERSHIP | | | ENERGY, UTILITIES | | | RISK MANAGEMENT |

  49. EDUCATION

    EDUCATION Master of Business Administration, Santa Clara University Bachelor of Arts, University of California, Los Angeles Mr. Scilacci has significant leadership and operational management experience through serving as CFO of Edison International, a publicly-traded company whose market cap increased substantially during Mr. Scilacci’s tenure. He has extensive experience communicating with Wall Street analysts, investors and rating agencies and has demonstrated a strong track record of considerable shareholder value creation. He has extensive utility experience through his over 20 years in financial management with Southern California Edison, the primary energy supply company for Southern California. Southern California Edison is a leader in development and implementation of grid modernization, electrification of transportation, renewable energy and energy efficiency. Mr. Scilacci was the CFO of Edison International’s competitive generation subsidiary. During his tenure, Edison International made material investments in wind energy and natural gas-fired generation. He also oversaw the subsidiaries’ energy trading business. Mr. Scilacci has a keen understanding and extensive knowledge of enterprise risk management from his role as Chief Financial Officer of Edison International. For eight years, Mr. Scilacci managed Edison International’s enterprise risk management program identifying, monitoring and forecasting new risks to the company including ESG related risks such as the impacts of climate change.

  50. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE Over 30 years of experience, and 25 years in executive leadership, for Edison International companies (including CFO of Edison International, Edison Mission Energy and Southern California Edison)

  51. OTHER POSITIONS

    OTHER POSITIONS Director, Chair of the Finance Committee, Member of Audit Committee, Loyola High School of Los Angeles (since 2015) President (2019) and Director (2017-2019), Bel-Air Bay Club Director, Shipshape Solutions, Inc. (since 2023)

  52. OTHER POSITIONS

    | | Scott W.H. Seu | | | President and CEO, HEI Executive Committee Member |

  53. OTHER POSITIONS

    | Age: 58 HEI Director Since: 2022 Principal Occupation: President and Chief Executive Officer, HEI (since 2022) |

  54. OTHER POSITIONS

    | EXPERTISE | | | | CLEAN ENERGY, UTILITIES | | | LEADERSHIP | | | COMMUNITY RELATIONS | | | GOVERNMENT AND REGULATIONS | | | CORPORATE TRANSFORMATION | | | STRATEGIC PLANNING | | | FINANCE AND ACCOUNTING |

  55. Independent directors

    Independent directors Under HEI’s Corporate Governance Guidelines, a majority of Board members must qualify as independent under the listing standards of the NYSE and any additional requirements as determined by the Board from time to time. • For a director to be considered independent under NYSE listing standards, the Board must determine that the director does not have any direct or indirect material relationship with HEI or its subsidiaries apart from his or her service as a director. The NYSE listing standards also specify circumstances under which a director may not be considered independent, such as when the director has been an employee of the Company within the last three fiscal years, if the director has had certain relationships with the Company’s external or internal auditor within the last three fiscal years or when the Company has made or received payments for goods or services to entities with which the director or an immediate family member of the director has specified affiliations and the aggregate amount of such payments in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such entity’s consolidated gross revenues for the fiscal year. • The Board has also adopted Categorical Standards for Director Independence (HEI Categorical Standards), which are available for review on HEI’s website at www.hei.com/govdocs (documents referenced as being available on HEI’s website are not incorporated herein). The HEI Categorical Standards specify circumstances under which a director may not be considered independent. In addition to the circumstances that would preclude independence under the NYSE listing standards, the HEI Categorical Standards provide that a director is not independent if HEI and its subsidiaries have made charitable contributions to a nonprofit organization for which the director serves as an executive officer and the aggregate amount of such contributions in any single fiscal year of the nonprofit organization within the last three fiscal years exceeds the greater of $1 million or 2% of such organization’s consolidated gross revenues for the fiscal year. The Nominating and Corporate Governance Committee and the Board considered the relationships described below in assessing the independence of Board members. Based on its consideration of such relationships and the recommendations of the Nominating and Corporate Governance Committee, the Board determined that all of the nonemployee directors of HEI (Messrs. Fargo, Kāne and Scilacci and Mss. Connors, Flores and Fowler) are independent. The remaining director, Mr. Seu, is an employee director of HEI and, therefore, is not independent under NYSE listing standards. The Board also previously determined that each of Richard J. Dahl, Michael J. Kennedy and Yoko Otani, who served as directors until August 2023, satisfied the independence requirements of the NYSE listing standards. Relationships considered in determining director independence: With respect to Ms. Flores and Mr. Kāne, the Board considered amounts paid in the last three fiscal years to purchase electricity from HEI subsidiary Hawaiian Electric (the sole public utility providing electricity to the island of O‘ahu) by the entities employing Ms. Flores and Mr. Kāne. None of the amounts paid by the entities for electricity (excluding pass-through charges for fuel, purchased power and Hawai‘i state revenue taxes) exceeded the thresholds in the NYSE listing standards or HEI Categorical Standards that would automatically result in a director not being independent. Because Hawaiian Electric is the sole source of electric power on the island of O‘ahu), the rates Hawaiian Electric charges for electricity are fixed by state regulatory authority, and purchasers of electricity from these public utilities have neither a choice as to supplier nor the ability to negotiate rates or other terms. Accordingly, the Board determined that these relationships do not impair the independence of these directors. Also, with respect to Ms. Connors and Mr. Kāne, the Board considered charitable contributions in the last three fiscal years from HEI and its subsidiaries to the respective nonprofit organizations where Ms. Connors and Mr. Kāne serve as executive officer. None of the contributions exceeded the threshold in the HEI Categorical Standards that would automatically result in Ms. Connors or Mr. Kāne not being independent. In determining that these donations did not impair the independence of Ms. Connors and Mr. Kāne, the Board also considered the fact that Company policy requires that charitable contributions from HEI or its subsidiaries to entities where an HEI director serves as an executive officer, and where the director has a direct or indirect material interest, and the aggregate amount donated by HEI and its subsidiaries to such organization would exceed $120,000 in any single fiscal year, be preapproved by the Nominating and Corporate Governance Committee.

  56. How director compensation is determined

    How director compensation is determined The Board believes that a competitive compensation package is necessary to attract and retain individuals with the experience, skills and qualifications needed to serve as a director of a publicly traded company operating in a unique blend of highly regulated industries. Nonemployee director compensation is composed of a mix of cash and shares of HEI’s common stock (HEI Common Stock) to align the interests of directors with those of HEI shareholders. Only nonemployee directors are compensated for their service as directors. Mr. Seu, the only current employee director of HEI, does not receive separate or additional compensation for serving as a director. Although Mr. Seu is a member of the Board, neither he nor any other executive officer participates in the determination of nonemployee director compensation. The Compensation & Human Capital Management Committee reviews nonemployee director compensation at least once every three years and recommends changes to the Board. In 2022, the Compensation & Human Capital Management Committee asked its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), to conduct an evaluation of HEI’s nonemployee director compensation practices. FW Cook assessed the structure of HEI’s nonemployee director compensation program and its value compared to competitive market practices of utility peer companies, similar to the assessments used in its executive compensation review. The 2022 analysis took into consideration the duties and scope of responsibilities of directors. The Compensation & Human Capital Management Committee reviewed the analysis in determining its recommendations concerning the appropriate nonemployee director compensation, including cash retainers, stock awards and meeting fees for HEI directors. Based on the 2022 analysis, the Compensation & Human Capital Management Committee recommended, and the Board approved, maintaining the same compensation for 2023 for HEI’s Non-Employee Directors.

  57. Components of director compensation

    Components of director compensation Cash retainer. HEI nonemployee directors received the cash amounts shown below as a retainer for their 2023 Board service and for their 2023 service on HEI and subsidiary board committees. No separate cash fees are paid to HEI directors for service on subsidiary company boards, except to the extent that they serve on any committee of a subsidiary board. Cash retainers were paid in quarterly installments.

  58. Components of director compensation

    | Position* | 2023 Annual Retainer | | HEI Nonexecutive Chair of the Board | 125,000 | | HEI Director | 85,000 | | HEI Audit & Risk Committee Chair | 25,000 | | HEI Compensation & Human Capital Management Committee Chair | 25,000 | | HEI Nominating and Corporate Governance Committee Chair | 25,000 | | HEI Audit & Risk Committee Member | 10,000 | | HEI Compensation & Human Capital Management Committee Member | 10,000 | | HEI Nominating and Corporate Governance Committee Member | 10,000 | | ASB Nonexecutive Chair of the Board | 45,000 | | ASB Director | 85,000 | | ASB Audit Committee Chair | 18,750 | | ASB Audit Committee Member | 7,500 | | ASB Risk Committee Chair | 25,000 | | ASB Risk Committee Member | 10,000 |

  59. Components of director compensation

    * No additional retainer is paid for service on the HEI Executive Committee. Extra meeting fees. Nonemployee directors are also entitled to meeting fees for each board or committee meeting (other than the Executive Committee) attended (as member or chair) after the number of meetings specified below.

  60. Components of director compensation

    | HEI Board | $1,500 per meeting after 8 meetings | | HEI Audit & Risk Committee | $1,500 per meeting after 10 meetings | | HEI Compensation & Human Capital Management Committee | $1,500 per meeting after 6 meetings | | HEI Nominating and Corporate Governance Committee | $1,500 per meeting after 6 meetings | | ASB Board | $1,000 per meeting after 8 meetings | | ASB Audit Committee | $1,000 per meeting after 10 meetings | | ASB Risk Committee | $1,000 per meeting after 6 meetings |

  61. Components of director compensation

    Stock awards. On June 30, 2023, each HEI nonemployee director at that time received shares of HEI Common Stock with a value equal to $120,000 as an annual grant under HEI’s 2011 Nonemployee Director Stock Plan (2011 Director Plan), which was approved by HEI shareholders on May 10, 2011 for the purpose of further aligning directors’ and shareholders’ interests. The number of shares issued to each HEI nonemployee director was determined based on the closing sales price of HEI Common Stock on the NYSE on June 30, 2023. Customarily, stock grants to nonemployee directors under the 2011 Director Plan are made on the last business day in June and vest immediately. HEI considers the 2011 Director Plan to be an important vehicle for the appropriate compensation of its nonemployee directors. Maximum compensation. Nonemployee directors are subject to a maximum annual compensation limit of $600,000, which includes the aggregate grant date fair value of all awards granted to any nonemployee director during any single calendar year plus the aggregate amount of all cash earned and paid or payable to such director for services rendered for the same year. Deferred compensation. Nonemployee directors may participate in the HEI Deferred Compensation Plan implemented in 2011 (2011 Deferred Compensation Plan) and described under “Compensation Discussion and Analysis — Benefits — Deferred Compensation Plans” below. Under the plan, deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential. Participants may elect the timing upon which distributions are to begin following separation from service (including retirement) and may choose to receive such distributions in a lump sum or in installments over a period of up to 15 years. Lump sum benefits are payable in the event of disability or death. No nonemployee director participated in this plan in 2023. Nonemployee directors are also eligible to participate in the prior HEI Nonemployee Directors’ Deferred Compensation Plan, as amended January 1, 2009, although no nonemployee director deferred compensation under such plan in 2023. Health benefits. Nonemployee directors may participate, at their election and at their cost, in the group employee medical, vision and dental plans generally made available to HEI, Hawaiian Electric or ASB employees. No nonemployee director participated in such plans in 2023. 2023 DIRECTOR COMPENSATION TABLE The table below shows the compensation paid to HEI nonemployee directors for 2023.

  62. Components of director compensation

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Celeste A. Connors | 116,587 | 120,000 | — | — | 236,587 | | Richard J. Dahl3 | 143,451 | 120,000 | — | — | 263,451 | | Thomas B. Fargo, HEI Chair4 | 249,500 | 120,000 | — | — | 369,500 | | Elisia K. Flores | 130,090 | 120,000 | — | — | 250,090 | | Peggy Y. Fowler | 144,880 | 120,000 | — | — | 264,880 | | Micah A. Kāne | 117,000 | 120,000 | — | — | 237,000 | | Michael J. Kennedy3 | 131,927 | 120,000 | — | — | 251,927 | | Yoko Otani3 | 133,929 | 160,767 | — | — | 294,696 | | Keith P. Russell5 | 44,135 | — | — | — | 44,135 | | William James Scilacci, Jr. | 134,500 | 120,000 | — | — | 254,500 |

  63. Components of director compensation

    1 Represents cash retainers for Board and committee service (as detailed below). 2 For all HEI nonemployee directors, except Ms. Otani, this amount represents an HEI stock award in the value of $120,000, as described above under “Stock Awards”. For Ms. Otani, this amount represents the annual stock award valued at $120,000, plus a new director stock award prorated for the period January 1 — May 5, 2023, in the amount of $40,767. 3 As of August 22, 2023, Richard Dahl, Michael Kennedy and Yoko Otani began serving exclusively on the Board of Directors of ASB. 4 Includes fees Adm. Fargo earned as Chair of the Board. Adm. Fargo’s responsibilities as HEI Chair are described above under “Corporate Governance — The Board’s leadership structure.” Mr. Russell retired from the Board effective May 5, 2023. The table below shows the detail of cash fees paid to HEI nonemployee directors for Board and committee service (including subsidiary committee service) and for serving on the Cybersecurity Working Group in 2023.

  64. Components of director compensation

    | Name | HEI Board Retainer ($) | HEI Committee Retainer ($) | HEI Chair Retainer ($) | HEI Extra Meeting Fees1 ($) | ASB Board Retainer ($) | ASB Committee Retainer ($) | ASB Chairman Retainer ($) | ASB Extra Meeting Fees1 ($) | Cyber Security Working Group ($) | Total ($) | | Celeste A. Connors | 85,000 | 13,587 | — | 18,000 | — | — | — | — | — | 116,587 | | Richard J. Dahl2 | 54,511 | 22,446 | — | — | 30,489 | 9,864 | 16,141 | 10,000 | — | 143,451 | | Thomas B. Fargo, HEI Chair3 | 85,000 | 20,000 | 125,000 | 19,500 | — | — | — | — | — | 249,500 | | Elisia K. Flores | 85,000 | 13,587 | — | 16,500 | — | 15,003 | — | — | — | 130,090 | | Peggy Y. Fowler | 85,000 | 40,380 | — | 19,500 | — | — | — | — | — | 144,880 | | Micah A. Kāne | 85,000 | 20,000 | — | 12,000 | — | — | — | — | — | 117,000 | | Michael J. Kennedy2 | 54,511 | 4,392 | — | — | 30,489 | 21,535 | — | 16,000 | 5,000 | 131,927 | | Yoko Otani2 | 54,511 | 6,413 | — | — | 30,489 | 26,516 | — | 16,000 | — | 133,929 | | Keith P. Russell4 | 29,423 | 3,462 | — | — | — | 11,250 | — | — | — | 44,135 | | William James Scilacci, Jr. | 85,000 | 25,000 | — | 19,500 | — | — | — | — | 5,000 | 134,500 |

  65. Components of director compensation

    1 Represents extra meeting fees earned for attending Board and committee meetings in excess of the number of meetings specified in “Director Compensation — Components of director compensation — Extra meeting fees.” 2 As of August 22, 2023, Richard Dahl, Michael Kennedy and Yoko Otani began serving exclusively on the Board of Directors of ASB. 3 Adm. Fargo’s fees include fees earned as Chair. 4 Mr. Russell retired from the Board effective May 5, 2023.

  66. Key design features

    Key design features Straightforward design. The compensation program for our named executive officers comprises four primary elements: base salary, performance-based annual incentives, performance-based long-term incentives earned over three years, and time-based restricted stock units (RSUs) that, beginning with grants made in 2021, vest in equal annual installments over three years. Emphasis on performance-based pay. Through the target compensation mix, we emphasize performance-based pay over fixed pay, with the majority of the target compensation opportunity for our named executive officers being linked to the Company’s financial, market and operating results. Balance between short- and long-term components. The compensation program also balances the importance of achieving long-term strategic priorities and critical short-term goals that support long-term objectives.

  67. Our compensation practices demonstrate our commitment to sound governance

    | What We Do | | | | Link pay to performance | | | Utilize rigorous performance conditions that encourage long-term value creation | | | Balance short- and long-term compensation to promote sustained performance over time | | | Grant majority of long-term incentives in the form of performance-based awards | | | Use the competitive median as a reference point in setting compensation levels | | | Review tally sheets when making compensation decisions | | | Mitigate undue risk in compensation programs | | | Utilize “double-trigger” change-in-control agreements | | | Maintain a clawback policy for performance-based compensation | | | Require stock ownership and retention by named executive officers; CEO must own five times the CEO’s base salary and each of the other NEOs must own two times their respective base salary | | | Prohibit pledging of Company stock and transactions designed to hedge the risk of stock ownership | | | Utilize an independent compensation consultant to advise the Compensation & Human Capital Management Committee |

  68. Compensation consultant & consultant independence

    Compensation consultant & consultant independence The Compensation & Human Capital Management Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), is retained by, and reports directly to, the Compensation & Human Capital Management Committee. FW Cook provides the Compensation & Human Capital Management Committee with independent expertise on market practices and developments in executive compensation, compensation program design, peer group composition and competitive pay levels, and provides related research, data and analyses. FW Cook also advises the Compensation & Human Capital Management Committee regarding analyses and proposals presented by management related to executive compensation. A representative of FW Cook attends Compensation & Human Capital Management Committee meetings, participates in Compensation & Human Capital Management Committee executive sessions and communicates directly with the Compensation & Human Capital Management Committee. In early 2024, as in prior years, the Compensation & Human Capital Management Committee evaluated FW Cook’s independence, taking into account all factors it considered relevant, including the factors specified in the NYSE listing standards and the absence of other relationships between FW Cook and the Company, its directors or executive officers. Based on such factors and FW Cook’s independence policy, which was shared with the Compensation & Human Capital Management Committee, the Compensation & Human Capital Management Committee concluded that FW Cook is independent and that the work of FW Cook has not raised any conflict of interest. We Use Comparative Market Data as a Reference Point for Compensation

  69. Compensation benchmarking

    Compensation benchmarking The Compensation & Human Capital Management Committee considers market data from peer group companies as a reference point in determining the named executive officers’ pay components and target compensation opportunity (composed of base salary, performance-based annual incentive, performance-based long-term incentive and time-vested RSUs). The Compensation & Human Capital Management Committee may decide that an executive’s compensation opportunity should be higher or lower in relation to peers based on considerations including internal equity, the executive’s level of responsibility, experience, expertise and past performance, as well as retention and succession objectives. Information from public company proxy statements for peer group companies was used to provide comparative market data in setting 2023 compensation for all named executive officers. Data from the Willis Towers Watson Energy Services Survey was also used in establishing 2023 compensation. The survey data were size-adjusted based on HEI’s and Hawaiian Electric’s revenues for appropriate comparisons.

  70. Peer groups

    Peer groups

  71. Compensation peers

    Compensation peers Because companies in HEI’s, the Bank’s and Utility’s peer groups and the industries in which they operate continually change, the Compensation & Human Capital Management Committee annually reviews the peer groups used in benchmarking for HEI and subsidiary executive compensation, with analysis and recommendations provided by FW Cook, to ensure that the companies within the peer groups remain appropriate. For 2023 compensation, the Compensation & Human Capital Management Committee determined, with input from FW Cook, that certain changes to the companies in the Utility’s compensation peer groups were appropriate. The selection criteria and resulting 2023 peer groups are set forth below.

  72. Compensation peers

    | | HEI 2023 Peer Group (applies to Messrs. Seu, DeGhetto, Murao and Ito) | Utility Subsidiary 2023 Peer Group (applies to Ms. Kimura) | Bank Subsidiary 2023 Peer Group (applies to Ms. Teranishi) | | Selection Criteria | • Publicly traded, US-based electric and multi-utility companies • Revenue balanced in a range of approximately 0.4x to 2.5x HEI’s revenue • Market cap balanced in a range of approximately 0.4x to 2.5x HEI’s revenue | • Electric and multi-utility companies • Revenue balanced in a range of approximately 0.4x to 2.5x Hawaiian Electric’s revenue • Must be constituents of HEI’s peer group | • Regional banks and thrifts • Revenue balanced in a range of approximately 0.5x to 2x ASB’s revenue • Total assets balanced in a range of approximately 0.5x to 2x ASB’s total assets • Secondary consideration of 2 of 3 of the following: ◦ Proportion of loan portfolio composed of over 30% single family and less than 85% residential ◦ Located on the west coast or Hawai‘i ◦ Ratio of noninterest income to operating revenue from 10%-40% | | Peer Group for 2023 Compensation | ALLETE, Inc. Alliant Energy Corp. AVANGRID, Inc. Avista Corp. Black Hills Corp. Evergy, Inc. IDACORP, Inc. MDU Resources Group Inc. NiSource Inc. Northwestern Corp OGE Energy Corp. Pinnacle West Capital Corp. PNM Resources Inc. Portland General Electric | ALLETE, Inc. Alliant Energy Corp. AVANGRID, Inc. Avista Corp. Black Hills Corp. Evergy, Inc. IDACORP, Inc. MDU Resources Group Inc. NiSource Inc. Northwestern Corp. OGE Energy Corp. Pinnacle West Capital Corp. PNM Resources Inc. Portland General Electric | Amalgamated Financial Corp Bank of Hawai‘i Byline Bancorp Berkshire Hills Central Pacific Financial Community Bank CVB Financial Rist Bancorp First Busey First Financial Bank First Hawaiian Bank Heritage Financial Homestreet Independent Bank Park National Corp Republic Bancorp Sandy Spring Bancorp Tompkins Financial TriCo Bancshares Westamerica Bancorp |

  73. Performance peers

    Performance peers In addition to the peer companies used for benchmarking executive compensation, certain of the performance metrics used in the long-term incentive plans (described below under “What we pay and why: Compensation elements and 2023 pay decisions Long-term performance-based incentives”) are based on performance relative to performance peers. For long-term incentive plans beginning before 2023, HEI’s Relative TSR performance is based on HEI’s performance compared to the utilities in the Edison Electric Institute (EEI) Index. The EEI is an association of U.S. shareholder owned electric companies that are representative of comparable investment alternatives to HEI. For the long-term incentive plan beginning in 2023, HEI’s Relative TSR performance is based on HEI’s performance compared to HEI’s compensation peers, as shown in the table above. Additional Policies and Information

  74. Our programs are designed to guard against excessive risk

    Our programs are designed to guard against excessive risk HEI’s compensation policies and practices are designed to encourage executives to build value for all stakeholders, including shareholders, customers and employees, and to discourage decisions that introduce inappropriate risks. HEI’s Enterprise Risk Management (ERM) function is principally responsible for identifying and monitoring risk at the HEI holding company and its subsidiaries, and for reporting on high-risk areas to the Board and designated Board committees. As a result, all HEI directors, including those who serve on the Compensation & Human Capital Management Committee, are apprised of risks that management believes could reasonably be expected to have a material adverse effect on HEI. Risk assessment. On an annual basis, the Compensation & Human Capital Management Committee and its independent compensation consultant review a risk assessment of compensation programs in place at HEI and its subsidiaries for all employees, which is updated annually by the Company’s ERM function. Based on its review of the risk assessment of compensation programs in place in 2023 and consultation with FW Cook, the Compensation & Human Capital Management Committee believes that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company. Risk mitigation features of our programs. Our compensation programs incorporate the following features to promote prudent decision-making and guard against excessive risk: • Financial performance objectives for the annual incentive program are linked to Board-approved budget guidelines, and nonfinancial measures (such as customer satisfaction, reliability and safety) are aligned with the interests of all HEI stakeholders. • An executive compensation recovery policy for erroneously awarded incentive-based compensation (clawback policy) that requires recoupment of performance-based compensation paid to executive officers in the event of an accounting restatement due to the Company’s material noncompliance with any applicable SEC financial reporting requirement. • Annual and long-term incentive awards are capped at maximum performance levels. • Financial opportunities under long-term incentives are greater than those under annual incentives, emphasizing the importance of long-term outcomes. • Share ownership and retention guidelines, requiring named executive officers to hold significant amounts of HEI stock, promote a shared interest in HEI’s long-term performance. • Long-term incentive payouts are 100% equity-based, so executives share in the same upside potential and downside risk as all shareholders. • Annual grants of RSUs and long-term incentives vest over a period of three years to encourage sustained performance and executive retention. • Performance-based plans use a variety of financial metrics (e.g., net income, ROACE) and nonfinancial performance metrics that correlate with long-term value creation for our stakeholders and are impacted by management decisions. • The Compensation & Human Capital Management Committee and Board continuously monitor risks faced by the enterprise, including through management presentations at quarterly meetings and through periodic written reports from management.

  75. Each element of compensation supports important objectives

    | Compensation Element | Summary | Objectives | | Base Salary | Fixed level of cash compensation set in reference to peer group median (may vary based on performance, experience, responsibilities, expertise and other factors). | Attract and retain talented executives by providing competitive fixed cash compensation. | | Annual Performance-Based Incentives | Variable cash award based on achievement of pre-set performance goals for the year. Award opportunity is determined as a percentage of base salary. Performance below threshold levels yields no incentive payment. | Drive achievement of key business results linked to short-term and long-term strategy and reward executives for their contributions to such results. Balance compensation cost and return by paying awards based on performance. | | Long-Term Performance-Based Incentives | Variable equity award based on meeting pre-set performance objectives over a 3-year period. Award opportunity is determined as a percentage of base salary. Performance below threshold levels yields no incentive payment. | Motivate executives and align their interests with those of shareholders by promoting long-term value growth and by paying awards in the form of equity. Balance compensation cost and return by paying awards based on performance. | | Annual RSU Grant | Annual equity grants in the form of RSUs that vest in equal installments over 3 years (beginning with grants made in 2021). Amount of grant is determined as a percentage of base salary. | Promote alignment of executive and shareholder interests by ensuring executives have significant ownership of HEI stock. Retain talented leaders through multi-year vesting. | | Benefits | Includes defined benefit pension plans and defined contribution plan (for HEI/Utility employees) and defined contribution plan (for Bank employees); deferred compensation plans; double-trigger change-in-control agreements; minimal perquisites; and an executive death benefit plan (frozen since 2009). | Enhance total compensation with meaningful and competitive benefits that promote retention and peace of mind and contribute to financial security. Double-trigger change-in-control agreements encourage focused attention of executives during major corporate transitions. |

  76. Changes to compensation elements in 2023

    | | Base Salary1 ($) | | Performance-based Annual Incentive (Target Opportunity2 as % of Base Salary) | | Performance-based Long-term Incentive (Target Opportunity2 as % of Base Salary) | | RSUs (Value as % of Base Salary) | | | Name | 2022 | 2023 | 2022 | 2023 | 2022-24 | 2023-25 | 2022 | 2023 | | Scott W. H. Seu | 875,000 | 958,333 | 100 | same | 140 | 158 | 60 | 67 | | Scott T. DeGhetto3 | — | 150,000 | — | — | — | — | — | — | | Kurt K. Murao | 428,667 | 475,167 | 60 | same | 60 | same | 45 | same | | Shelee M. T. Kimura | 450,000 | 575,000 | 75 | same | 90 | same | 854 | 60 | | Ann C. Teranishi | 605,000 | 726,000 | 70 | 75 | 65 | same | 30 | 35 | | Paul K. Ito | 313,425 | 475,000 | 45 | 70 | 45 | 80 | 30 | 1005 |

  77. Annual incentive opportunities

    Annual incentive opportunities HEI named executive officers and other executives are eligible to earn an annual cash incentive award under HEI’s Executive Incentive Compensation Plan (EICP) based on the achievement of performance goals for the year. Each year, the Compensation & Human Capital Management Committee determines the target annual incentive opportunity, performance metrics and the applicable goals for each executive. Although the Company’s named executive officers were eligible for 2023 annual incentive payments, in recognition of the extraordinary challenges being experienced by the Utility’s Maui customers and the entire Maui community following the Maui windstorm and wildfires, as well as the Company’s financial challenges, the Compensation & Human Capital Management Committee and the Company’s named executive officers jointly determined, and the Board of HEI and Hawaiian Electric approved and ratified, respectively, that no 2023 annual incentive payments would be made to the Company’s named executive officers.

  78. 2023 target annual incentive opportunity

    2023 target annual incentive opportunity The target annual incentive opportunity is determined as a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times the target opportunity, respectively. In establishing the target percentage for each executive, the Compensation & Human Capital Management Committee takes into account the mix of pay elements, competitive market data, internal equity, prior performance and other factors described above under “Base salary.” For the 2023 target annual incentive opportunities, in consideration of its review of the market data for each position and the retention and incentive value of the overall annual incentive program, as well as changes in roles and responsibilities of the individual executives, the Compensation & Human Capital Management Committee recommended, and the Board of HEI, Hawaiian Electric or ASB ratified or approved, as applicable, changes to the 2023 target annual incentive opportunities for the named executive officers shown in the table above under the heading “Changes to compensation elements in 2023.” The increase to Mr. Ito’s annual incentive opportunity was made in connection with his promotion to Executive Vice President, CFO and Treasurer of HEI in January 2023 and later transition to Senior Vice President, CFO and Treasurer of the Utility in October 2023, and the increase to Ms. Teranishi’s target annual incentive opportunity was made in connection with her promotion to President and CEO of the Bank in 2021 and as part of a plan to incrementally increase her annual incentive opportunity over time to an amount closer to the peer median.

  79. 2023 performance metrics, goals, results & payouts

    2023 performance metrics, goals, results & payouts The performance metrics for annual incentives are chosen because they directly align with the Company’s strategic priorities and correlate with creating long-term shareholder value. The 2023 performance metrics for Messrs. Seu and Murao related to the holding company and its subsidiaries, while the metrics for Ms. Kimura related to the Utility and the metrics for Ms. Teranishi related to the Bank. Mr. Ito’s metrics and goals were tied to his time working for each of HEI and the Utility during 2023; using the metrics and targets for HEI executives for the period from January through September 2023 and the metrics and goals for Utility executives for the period from October through December 2023. The rationale for each metric is shown in the table below. In addition to selecting performance metrics, the Compensation & Human Capital Management Committee determines the level of performance required to attain the threshold, target and maximum goal for each metric. The level of difficulty of the goals reflects the Compensation & Human Capital Management Committee’s belief that incentive pay should be motivational — that is, the goals should be challenging but achievable — and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Compensation & Human Capital Management Committee believes the threshold should represent solid performance with positive financial/operating results, target should denote challenging but achievable goals and maximum should signify exceptional performance. The target level for financial goals, such as net income and return on assets (ROA), is generally set at the level of the Board approved budget, which represents the level of performance the Company seeks to achieve for the year. In setting the threshold and maximum levels, the Compensation & Human Capital Management Committee considers whether the risks to accomplishing the budget weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target level. The table below identifies the 2023 annual incentive metrics, the objective each measure serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, the results for 2023 and the percentage of target achieved. Differences in the metrics and weightings applied for each of the named executive officers leads to differing totals achieved as a percentage of target opportunity.

  80. 2023 performance metrics, goals, results & payouts

    | 2023 Annual Incentive Performance Metrics & Why We Use Them | Weighting | Goals | | | Results | Total Achieved as a % of Target Opportunity | | | | Threshold | Target | Maximum | | | | Seu, Murao and Ito* | | | | | | | | HEI Consolidated Net Income focuses on fundamental earnings, which correlates to shareholder value | 60% | $226.42M | $251.6M | $269.2M | $199.2M | | | Utility Operations1 supports effective utility operations for all stakeholders | 25% | See note 1 below | See note 1 below | See note 1 below | See note 1 below | 30% | | ASB Return on Assets (ROA)2 measures how efficiently the Bank deploys its assets by comparing return to total assets | 15% | 0.88% | 0.98% | 1.08% | 0.55% | | | Kimura and Ito* | | | | | | | | Utility Consolidated Net Income focuses on fundamental earnings, which correlates to shareholder value | 50% | $188.6M | $198.5M | $208.4M | $194.0M | | | Utility Consolidated Safety: Recordable Incidents (basis for Total Cases Incident Rate (TCIR))3 rewards improvements in workplace safety, promoting employee well-being and reducing expense | 7.5% | 3-year historical average | 5% improvement over 3-year historical average | 10% improvement over 3-year historical average | 11% improvement over 3-year historical average | | | Utility Consolidated Safety: Lost Workdays (basis for Severity Rate)3 rewards improvements in workplace safety, promoting employee well-being and reducing expense | 7.5% | 3-year average | 5% improvement over 3-year average | 10% improvement over 3-year average | 48% improvement over 3-year average | | | Utility Consolidated Customer Satisfaction4 focuses on improving the customer experience through all points of contact with the Utility | 10% | Quarterly Consolidated score of 74 | Quarterly Consolidated score of 77 | Quarterly Consolidated score of 80 | Quarterly Consolidated score of 77 | | | Utility Consolidated Reliability: System Average Interruption Duration Index (SAIDI)5 promotes system reliability for customers | 10% | 127 minutes and Reliability SAIDI PIM penalty $340,000 or less | 112 minutes and no Reliability SAIDI PIM penalty | 96 minutes and no Reliability SAIDI PIM penalty | 156 minutes and Reliability SAIDI PIM penalty $3.1M | | | Utility Consolidated Human Capital Management (HCM): Employee Engagement6 promotes employee performance and commitment through engagement initiatives | 5% | One-point increase from 2022 survey result for employee engagement score | Two-point increase from 2022 survey result for employee engagement score | Three-point increase from 2022 survey result for employee engagement score | One-point decrease from 2022 survey result for employee engagement score | 99% | | Utility Consolidated Human Capital Management (HCM): Diversity, Equity & Inclusion (DEI)6 promotes awareness and removal of barriers to equity and inclusion in the workplace | 5% | Establishment of 1 Employee Resource Group (ERG) with 25+ participants with executive sponsor: at least 1 activity/quarter from establishment date | Establishment of 2 ERG with 25+ participants with executive sponsor: at least 1 activity/ quarter from establishment date | Establishment of 3 ERG with 25+ participants with executive sponsor: at least 1 activity/ quarter from establishment date | Establishment of 3 ERG with 25+ participants with executive sponsor: at least 1 activity/ quarter from establishment date | | | Utility Decarbonization: Expand Renewable Energy7 promotes the decarbonization of Hawai‘i through expanding renewable energy generation | 5% | Achieve key 2023 milestones for one of three Stage 3 RFPs and approve 40 MWs of incremental DER applications | Achieve key 2023 milestones for two of three Stage 3 RFPs and approve 58 MWs of incremental DER applications | Achieve key 2023 milestones in all three Stage 3 RFPs and approve 68 MWs of incremental DER applications | Achieve key 2023 milestones in all three Stage 3 RFPs and approve 73 MWs of incremental DER applications | | | Teranishi | | | | | | | | ASB ROA2 | 40% | 0.88% | 0.98% | 1.08% | 0.55% | 0% | | ASB Net Income focuses on fundamental earnings, which correlates to shareholder value | 60% | $85M | $92M | $99M | $53.4M | |

  81. 2023 performance metrics, goals, results & payouts

    Mr. Ito’s metrics and goals were tied to his time working for each of HEI and the Utility during 2023; using the metrics and targets for HEI for the period from January through September 2023 and the metrics and goals for the Utility for the period from October through December 2023. 1 Utility Operations is a composite of seven utility operational goals weighted in the same proportion for which they are weighted for Utility executives. Utility Operations includes the seven operational goals that applied to Ms. Kimura in 2023 (Utility Consolidated Safety: Recordable Incidents and Lost Workdays, Utility Consolidated Customer Satisfaction, Utility Consolidated Reliability: SAIDI, Utility Consolidated HCM: Employee Engagement and DEI, Utility Decarbonization: Expand Renewable Energy). For Messrs. Seu, Murao and Ito, the weightings of the components of Utility Operations were as follows: Utility Consolidated Safety: Recordable Incidents and Lost Workdays — each 3.75%, Utility Consolidated Customer Satisfaction — 5.00%, Utility Consolidated Reliability: SAIDI — 5.00%, Utility Consolidated HCM: Employee Engagement and DEI — each 2.50%, and Utility Decarbonization: Expand Renewable Energy — 2.50%. 2 ASB ROA is ASB’s Net Income divided by its average total assets for the period. Average total assets is calculated by averaging the total assets for each day in the period. 3 Utility Consolidated Safety: Recordable Incidents (basis for TCIR) is a standard measure of employee safety. TCIR equals the number of Occupational Safety and Health Administration (OSHA) recordable cases as of 12/31/23 x 200,000 productive hours, divided by productive hours for the year. Lower TCIR scores reflect better safety performance. Utility Consolidated Safety: Lost Workdays (basis for Severity Rate) is a measure of the significance of the safety incidents a company experienced based on the number of lost workdays incurred. Lost workdays occur when an occupational injury or illness prevents an employee from working a full, assigned work shift. Severity rate is calculated by taking the number of days away from work due to a workplace injury (maximum of 180 days) multiplied by 200,000 and divided by the number of hours worked by all employees. For 2023, OSHA included COVID-19 close contacts in its count of recordable cases. However, the Company established and administered the 2023 TCIR and lost workdays metrics without regard to such COVID-19 close contacts. Accordingly, the TCIR and lost workdays metrics and achievement levels for 2023 reflect targets and performance that were determined without such contacts taken into account. 4 Utility Consolidated Customer Satisfaction is based on quarterly results of customer surveys conducted by an outside vendor. 5 Utility Consolidated Reliability: SAIDI is measured by the average outage duration for each customer served, exclusive of catastrophic events and outages caused by independent power producers over whose plant maintenance and reliability the Utility has limited real-time control. The consolidated annual SAIDI goal is calculated using the same methodology as the Performance Incentive Mechanism (PIM) approved by the PUC for each company and consolidated for incentive program purposes. 6 Utility Consolidated HCM measures advancement in two areas: (i) employee engagement is based on the results of the annual employee engagement survey, and (ii) DEI is based on development and implementation of the DEI strategy and roadmap. 7 Utility Decarbonization: Expand Renewable Energy measures the amount of timely renewable energy procurement and timely approvals of Distributed Energy Resource applications. The following table shows how Total Achieved as a Percentage of Target Opportunity from the table above is converted into a dollar value for each named executive officer. The payout amounts are also shown in the “Nonequity Incentive Plan Compensation” column of the “2023 Summary Compensation Table” in the “Executive Compensation Tables” section below. The range of possible annual incentive payouts for 2023 is shown in the “2023 Grants of Plan-Based Awards” table in the “Executive Compensation Tables” section below.

  82. 2023 performance metrics, goals, results & payouts

    | Name1 | Target Opportunity (% of base salary) | | Base Salary ($) | | Target Opportunity ($) | | Total Achieved as a % of Target Opportunity (%)2 | | 2023 Actual Annual Incentive Payout ($)2 | | Scott W. H. Seu | 100 | × | 958,333 | = | 958,333 | × | — | = | — | | Kurt K. Murao | 60 | × | 475,167 | = | 285,100 | × | — | = | — | | Shelee M. T. Kimura | 75 | × | 575,000 | = | 431,250 | × | — | = | — | | Ann C. Teranishi | 75 | × | 726,000 | = | 544,500 | × | — | = | — | | Paul K. Ito | 70 | × | 475,000 | = | 332,500 | × | — | = | — |

  83. 2023 performance metrics, goals, results & payouts

    1 Mr. DeGhetto was appointed as Executive Vice President, CFO and Treasurer of HEI effective October 1, 2023, and did not participate in the 2023 annual incentive. 2 Although the Company’s named executive officers were eligible for 2023 annual incentive payments, in recognition of the extraordinary challenges being experienced by the Utility’s Maui customers and the entire Maui community following the Maui windstorm and wildfires, as well as the Company’s financial challenges, the Compensation & Human Capital Management Committee and the Company’s named executive officers jointly determined, and the Board of HEI and Hawaiian Electric approved and ratified, respectively, that no 2023 annual incentive payments would be made to the Company’s named executive officers.

  84. Long-term incentives

    Long-term incentives Long-term incentives include performance-based opportunities under HEI’s LTIP, which are based on achievement of performance goals over rolling three-year periods, and time-based RSUs, which vest over a three-year period. The performance-based LTIP represents the majority of each named executive officer’s total long-term incentive opportunity. These incentives are designed to directly align executive interests with those of shareholders by rewarding executives for creating long-term value.

  85. Long-term performance-based incentives

    Long-term performance-based incentives The three-year performance periods for long-term performance-based incentives foster a long-term perspective and provide balance with the shorter-term focus of the annual incentive program. In addition, the overlapping three-year performance periods encourage sustained high levels of performance because, at any one time, three separate potential awards are at risk. Similar to the annual incentives, in developing long-term incentives, the Compensation & Human Capital Management Committee determines the target incentive opportunity for each named executive officer and performance metrics and goals for the three-year period.

  86. 2023-25 target long-term incentive opportunity

    2023-25 target long-term incentive opportunity As with the annual incentives, the target long-term incentive opportunity is established as a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times the target opportunity, respectively. In establishing the target percentage for each executive, the Compensation & Human Capital Management Committee considers the mix of pay elements, competitive market data, internal equity, performance and the other factors described above under “Base salary.” Changes to the 2023-25 LTIP target opportunity are shown in the table above under the heading “Changes to compensation elements in 2023.” For the 2023-25 LTIP, in consideration of its review of the market data for each position and the retention and incentive value of the overall long-term incentive program, the Compensation & Human Capital Management Committee recommended, and the Board of HEI, Hawaiian Electric or ASB ratified or approved, as applicable, that each of Messrs. Seu and Ito would receive the long-term incentive opportunity increases shown in the table above. The increases to the long-term incentive opportunities for Messrs. Seu and Ito were made in connection with promotions and as part of plans to incrementally increase the respective executive officer’s long-term incentive opportunity over time to amounts closer to the peer median.

  87. 2023-25 performance metrics and goals

    2023-25 performance metrics and goals The performance metrics for long-term incentives are chosen for their relationship to the creation of long-term value for shareholders. In addition to selecting performance metrics, the Compensation & Human Capital Management Committee determines the level of achievement required to attain threshold, target and maximum performance for each metric. The same principles that the Compensation & Human Capital Management Committee applies to annual incentive goals apply to long-term incentive goals. As such, the level of difficulty of the goals reflects the Compensation & Human Capital Management Committee’s belief that incentive pay should be motivational — that is, the goals should be challenging but achievable — and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Compensation & Human Capital Management Committee believes threshold should represent solid performance with positive financial/operating results, target should denote challenging but achievable goals and maximum should signify exceptional performance. The target level for financial goals, such as the total shareholder return relative to the HEI Compensation Peers, cumulative earnings per share (EPS) and return on average common equity (ROACE), relate to the levels the Company seeks to achieve over the performance period. In setting the threshold and maximum levels, the Compensation & Human Capital Management Committee considers whether the risks to accomplishing those levels weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target result. For the 2023-25 period, the Compensation & Human Capital Management Committee chose the metrics and weightings in the following table to encourage long-term achievement of earnings and growth in shareholder value.

  88. 2023-25 performance metrics and goals

    | 2023-25 Long-Term Incentive Performance Metrics & Why We Use Them | Weighting | | Seu, Murao and Ito | | | HEI 3-year Cumulative EPS1 promotes shareholder value by focusing on EPS over a three-year period. | 30% | | HEI 3-year Average ROACE2 promotes profitability based on net income returned as a % of average common equity. | 30% | | Utility Carbon Emissions (CO2e) Reduction3 promotes reduction of carbon dioxide equivalent emissions from power generation. | 20% | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the HEI Compensation Peers. | 20% | | Kimura | | | Utility 3-year Average Annual Net Income Growth5 promotes shareholder value by focusing on net income growth based on the years included in the plan. | 30% | | Utility 3-year Average ROACE6 promotes efficient use of capital in generating profitability and is based on net income returned as a % of average common equity. | 30% | | Utility Carbon Emissions (CO2e) Reduction3 promotes reduction of carbon dioxide equivalent emissions from power generation. | 20% | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the HEI Compensation Peers. | 20% | | Teranishi | | | ASB 3-year Average Return on Equity7 promotes profitability based on net income returned as a % of average common equity. | 40% | | ASB Efficiency Ratio8 promotes expense control. | 40% | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the HEI Compensation Peers. | 20% |

  89. 2023-25 performance metrics and goals

    1 HEI 3-year Cumulative EPS is calculated by taking the sum of each full calendar year’s (2023, 2024 and 2025) basic EPS. 2 HEI 3-year Average ROACE is calculated as the simple average of HEI ROACE calculated on an annual basis (2023, 2024 and 2025), with net income subject to any adjustments the Compensation & Human Capital Management Committee may approve pursuant to the terms of the plan. Utility CO2e Reduction measures the reduction of CO2 equivalent emissions from power generation compared against 2005 levels. HEI Relative TSR compares HEI’s TSR to that of the HEI Compensation Peers (see above). For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the average closing share price for the trading days in December at the end of the performance period, plus dividends paid during the period, assuming reinvestment, divided by the average closing share price for the trading days in January at the beginning of the performance period. 5 Utility 3-year Average Annual Net Income Growth is calculated by taking the sum of each full calendar year’s (2023, 2024 and 2025, respectively) net income percentage growth over the net income of the prior year and dividing that sum by three. 6 Utility 3-year Average ROACE is calculated by taking the sum of Hawaiian Electric’s consolidated ROACE for each year during the period and dividing that sum by three. Consolidated ROACE is calculated by taking each year’s GAAP consolidated net income (as adjusted for any permitted adjustments) divided by average common equity, which is calculated by taking the sum of beginning of year common equity plus end of year common equity and dividing the sum by two. 7 ASB 3-year Average ROE is calculated as the simple average of ASB ROE calculated on an annual basis (2023, 2024 and 2025), with net income subject to any adjustments the Compensation & Human Capital Management Committee may approve pursuant to the terms of the plan. ASB ROE is calculated as net income divided by average common equity. 8 ASB Efficiency Ratio is equal to the simple average of ASB’s 2023, 2024 and 2025 efficiency ratios subject to any adjustments the Compensation & Human Capital Management Committee may approve pursuant to the terms of the plan. The Company believes that customers, employees and shareholders should all benefit when the above goals are met and achievement of these goals should make HEI, the Utility and the Bank stronger, enabling HEI to raise capital at favorable rates for reinvestment in the operating companies and supporting dividends over time to shareholders. From a historical perspective, long-term incentive payouts are not easy to achieve, nor are they guaranteed. HEI and its Utility and Bank subsidiaries face significant external challenges in the 2023-25 period. Strong leadership on the part of the named executive officers will be needed to achieve the long-term objectives required for them to earn the incentive payouts.

  90. 2021-23 Long-Term Incentive Plan

    2021-23 Long-Term Incentive Plan The Board and Compensation & Human Capital Management Committee established the 2021-23 long-term incentive opportunities, performance metrics and goals in February 2021. Those decisions were described in the 2022 HEI Proxy Statement and are summarized again below to provide context for the results and payouts for the 2021-23 period.

  91. 2021-23 target long-term incentive opportunity

    2021-23 target long-term incentive opportunity In February 2021, the Compensation & Human Capital Management Committee established the following 2021-23 target incentive opportunities as a percentage of named executive officer base salary.

  92. 2021-23 target long-term incentive opportunity

    | Name1 | 2021-23 Target Opportunity (as % of Base Salary)2 | 2021-23 Target Opportunity (in shares) | | Scott W. H. Seu | 98% | 14,613 | | Kurt K. Murao | 76% | 8,991 | | Shelee M. T. Kimura | 61% | 5,242 | | Ann C. Teranishi | 72% | 8,519 | | Paul K. Ito | 68% | 6,015 |

  93. 2021-23 target long-term incentive opportunity

    1 Mr. DeGhetto was appointed as Executive Vice President, CFO and Treasurer of HEI effective October 1, 2023, and did not receive compensation under the 2021-23 LTIP. 2 Ms. Teranishi’s 2021-23 target opportunity (as % of Base Salary) is based upon her 2021 LTIP rate which included a one-time bonus increase in connection with her promotion to President and CEO of the Bank effective May 7, 2021.

  94. 2021-23 performance metrics, goals, results & payouts

    2021-23 performance metrics, goals, results & payouts The Compensation & Human Capital Management Committee established the 2021-23 performance metrics and goals below in February 2021. The Compensation & Human Capital Management Committee selected the metrics for their correlation with sustained growth and shareholder value and alignment with the multi-year strategic plans of HEI and its Utility and Bank subsidiaries. The table below identifies the 2021-23 LTIP metrics, the objective each metric serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, the results for 2021-23 and the corresponding payout as a percentage of target. The results shown below incorporate the Compensation & Human Capital Management Committee’s decision, pursuant to the terms of the plans, to exclude the impact of the unusual events that affected HEI and ASB during the 2021-23 period. These adjustments are described below under “Non-GAAP Net Income Metrics — 2021-23 LTIP.”

  95. 2021-23 performance metrics, goals, results & payouts

    | 2021-23 Long-Term Incentive Performance Metrics & Why We Use Them | Weighting | Goals | | | Result | Total Achieved as a % of Target Opportunity | | | | Threshold | Target | Maximum | | | | Murao and Ito* | | | | | | | | HEI Average Annual EPS Growth1 promotes shareholder value by focusing on EPS growth based on the last two years of the plan. | 30% | 4.0% | 6.0% | 8.0% | -6.8% | | | HEI ROACE2 measures profitability based on net income returned as a % of average common equity based on the average of the last two years of the plan. | 30% | 8.5% | 9.0% | 9.5% | 9.3% | 60% | | Utility Renewable Portfolio Standards3 measures the Utility’s progress towards meeting the State of Hawai‘i’s RPS targets for increased production of energy from renewable sources. | 20% | 40.0% | 45.0% | 50.0% | 41.2% | | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | 20% | 30th percentile | 50th percentile | 70th percentile | 0 percentile | | | Seu** and Kimura | | | | | | | | Utility Average Annual EPS Growth5 promotes shareholder value by focusing on EPS growth based on the last two years of the plan. | 30% | 4.0% | 5.0% | 6.0% | 4.2% | | | Utility ROACE as a % of Allowed Return6 measures the performance of the Utility and its subsidiaries in attaining the level of ROACE they are permitted to earn by their regulator based on the average of the last two years of the plan. The focus on ROACE encourages improved return compared to the cost of capital. | 30% | 84% | 86% | 88% | 86% | 60% | | Utility Renewable Portfolio Standards3 measures the Utility’s progress towards meeting the State of Hawai‘i’s RPS targets for increased production of energy from renewable sources. | 20% | 40.0% | 45.0% | 50.0% | 41.2% | | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | 20% | 30th percentile | 50th percentile | 70th percentile | 0 percentile | | | Teranishi | | | | | | | | ASB Return on Equity7 measures profitability based on net income returned as a % of average common equity based on the average of the last two years of the plan. | 40% | 7.60% | 8.50% | 9.60% | 11.69% | | | ASB Strategic Plan Initiatives: % of Self Service Deposits (Consumer)8 measures the deposit transaction volumes through three distinct channels: branches, ATMs and mobile devices. | 20% | 47% | 53% | 59% | 60% | 155% | | ASB Strategic Plan Initiatives: Net Promoter Score9 measures how likely customers are to promote ASB’s brand, product or company to their peers. | 20% | 55% | 67% | 75% | 73% | | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | 20% | 30th percentile | 50th percentile | 70th percentile | 0 percentile | |

  96. 2021-23 performance metrics, goals, results & payouts

    * Because Mr. Ito was VP — Tax, Controller and Treasurer of HEI at the time the 2021-23 LTIP was established, his 2021-23 LTIP compensation is based on HEI’s performance metrics. ** Because Mr. Seu was President and CEO of the Utility at the time the 2021-23 LTIP was established, his 2021-23 LTIP compensation is based on the Utility’s performance metrics. HEI Average Annual EPS Growth is calculated by taking the sum of each full calendar year’s (2022 and 2023, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by two. Non-GAAP Adjusted Net Income, upon which EPS used for LTIP purposes is calculated, differs from what is reported under GAAP because it excludes the impact of the unusual events in 2021 through 2023 described below under “Non-GAAP Net Income Metrics — 2021-23 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. HEI ROACE is calculated as the simple average of HEI ROACE calculated on an annual basis (2022 and 2023), with net income adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. Non-GAAP Adjusted Net Income used in the calculation of ROACE differs from what is reported under GAAP because it excludes the impact of the unusual events in 2022 through 2023 described below under “Non-GAAP Net Income Metrics — 2021-23 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. 3 Utility Renewable Portfolio Standards measures the Utility’s percentage of electric energy sales that is represented by renewable electrical energy created to diversify its energy resource mix. The State of Hawai‘i’s RPS targets are 30% by 2020, 40% by 2030, 70% by 2040 and 100% by 2045. 4 HEI Relative TSR compares HEI’s TSR to that of the companies in the EEI Index. For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the share price on the last trading day of December at the end of the performance period, plus dividends paid during the period, assuming reinvestment, divided by the share price on the last trading day of December immediately prior to the beginning of the performance period. 5 Utility Average Annual EPS Growth is calculated by taking the sum of each full calendar year’s (2022 and 2023, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by two. For purposes of this goal, Utility EPS is calculated using Utility net income divided by weighted average HEI common stock outstanding. 6 Utility ROACE as a Percentage of Allowed Return is the Utility’s consolidated average ROACE based on the last two years of the performance period compared to the weighted average of the allowed ROACE for Hawaiian Electric and its subsidiaries as determined by the Hawai‘i Public Utilities Commission for the same period. 7 ASB ROE is calculated as the simple average of ASB ROE calculated on an annual basis (2022 and 2023), with net income adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. ASB ROE is calculated as net income divided by average common equity. Non-GAAP Adjusted Net Income differs from what is reported under GAAP because it excludes the impact of the unusual events in 2022 and 2023 described below under “Non-GAAP Net Income Metrics — 2021-23 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. 8 ASB Strategic Plan Initiatives: % of Self Service Deposits (Consumer) is calculated on an annual basis reflecting the percentage of the total deposit transaction volumes through three distinct channels: branches, ATMs and mobile devices. 9 ASB Strategic Plan Initiatives: Net Promoter Score measures how likely customers are to promote ASB’s brand, product or company to their peers. The survey identifies customers with whom ASB recently conducted a transaction through one of three channels: branch, online and calls to the call center. Surveys are conducted via email and responses are compiled by a market survey company. The following table shows how Total Achieved as a Percentage of Target Opportunity from the table above is converted into the number of shares earned (plus dividend equivalents on earned shares) for each named executive officer. The payout amounts are also shown in the “2023 Option Exercises and Stock Vested” table.

  97. 2021-23 performance metrics, goals, results & payouts

    | | | | | | 2021-23 Incentive Payout2 | | | Name1 | Target Opportunity (in shares) | | Total Achieved as a % of Target Opportunity (%) | | (shares) | (dividend equivalents paid as a share number) | | Scott W. H. Seu | 14,613 | × | 60 | = | 8,826 | 1,068 | | Kurt K. Murao | 8,991 | × | 60 | = | 5,431 | 657 | | Shelee M. T. Kimura | 5,242 | × | 60 | = | 3,167 | 383 | | Ann C. Teranishi | 8,519 | × | 155 | = | 13,206 | 1,503 | | Paul K. Ito | 6,015 | × | 60 | = | 3,631 | 439 |

  98. 2021-23 performance metrics, goals, results & payouts

    1 Mr. DeGhetto was appointed as Executive Vice President, CFO and Treasurer of HEI effective October 1, 2023, and did not participate in the 2021-23 LTIP. 2 Figures may not calculate to the number of shares shown in 2021-23 Incentive Payout column due to rounding of the Total Achieved as a Percentage of Target Opportunity, which was rounded for ease of presentation.

  99. Non-GAAP Net Income Metrics — 2021-23 LTIP

    Non-GAAP Net Income Metrics — 2021-23 LTIP HEI consolidated net income and ASB net income performance for purposes of the 2021-23 LTIP were calculated on a non-GAAP basis, consistent with prior years. Pursuant to the LTIP, the Compensation & Human Capital Management Committee may exclude items from the calculation of net income to the extent they arose from extraordinary or nonrecurring events or from changes in applicable accounting rules or practices. HEI. In determining HEI consolidated net income for 2021, 2022 and 2023 for purposes of calculating HEI average annual EPS growth and HEI consolidated net income for 2022 and 2023 for purposes of calculating HEI consolidated ROACE under the 2021-23 LTIP, the Compensation & Human Capital Management Committee determined that certain items recorded during the performance period should be excluded from the calculation because such adjustments equitably compensate for extraordinary events that were unrelated to management’s actions regarding ongoing business operations and were not contemplated at the time the performance goals were established, and that excluding those items was consistent with the original intent and objectives of the award. Specifically, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes). For 2023, a portion of the gain on pension defeasement was excluded. See pages 43-45 of HEI’s 2023 Proxy statement and pages 41-43 of HEI’s 2022 Proxy Statement for a more detailed discussion of the respective 2022 and 2021 adjustments. See the ASB and Hawaiian Electric sections below for additional discussion and for all other items impacting HEI consolidated net income. See also “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.

  100. Non-GAAP Net Income Metrics — 2021-23 LTIP

    | Years ended December 31 | 2023 | 2022 | 2021 | | ($ in millions, except per share amounts) | | | | | HEI CONSOLIDATED NET INCOME | | | | | GAAP (as reported) | $199.2 | $241.1 | $246.2 | | Excluding special items (after-tax) for LTIP purposes: | | | | | Allowance (reversal of allowance) for credit losses related to the pandemic1, 2 | — | (9.6) | (16.8) | | Executive officer settlement1, 3 | — | — | 1.4 | | State Unemployment Tax assessment1, 4 | — | — | (0.9) | | Branch lease termination costs (gain on sale of branches)1 | — | (0.1) | — | | Pension defeasement1, 5 | 0.1 | 0.1 | — | | Gain on sale of an investment by Pacific Current6 | — | (6.2) | — | | Non-GAAP (adjusted) net income for 2021-23 LTIP purposes | $199.3 | $225.4 | $229.9 | | HEI CONSOLIDATED BASIC EARNINGS PER SHARE | | | | | Based on GAAP | $1.82 | $2.20 | $2.25 | | Based on non-GAAP (adjusted) for 2021-23 LTIP purposes | 1.82 | 2.06 | 2.10 | | HEI CONSOLIDATED Return on Average Common Equity (%) | | | | | Based on GAAP | 8.8 | 10.5 | | | Based on non-GAAP (adjusted) for 2021-23 LTIP purposes | 8.8 | 9.8 | |

  101. Non-GAAP Net Income Metrics — 2021-23 LTIP

    Note: Columns may not foot due to rounding 1 ASB expense (gain). 2 In 2021 and 2022, there were extraordinary negative provisions for credit losses primarily due to favorable credit trends and continued improvement in the economic environment relative to 2020, which resulted in the release of credit loss reserves for the commercial, commercial real estate and consumer loan portfolios. 3 Portion of amounts paid in settlement of claims brought against ASB by its former CEO. See Exhibit 10.1 to Form 10-Q filed with the SEC on August 9, 2021. 4 Lower actual state unemployment tax assessment compared to budget resulting from a freeze in unemployment tax rates during 2021. 5 ASB expense (gain) on pension defeasement. Pension defeasement refers to ASB’s initiative to manage risk associated with the pension liability and volatility of pension expense for its frozen pension plan through a liability-driven investment strategy which is designed to mitigate funding status changes and reduce pension expense volatility caused by interest rate movements. Because the Company calculates net periodic pension cost using a market-related value of plan assets, the impact of a change in the fair value of the pension assets for purposes of computing pension expense is reduced as the change in value is recognized over a period of years, as compared to a more significant impact related to an immediate change in the fair value of the pension liability. The Compensation & Human Capital Management Committee deemed it appropriate to exclude these pension amounts for purposes of determining net income for the 2021-23 LTIP because the Company’s consolidated market-related value of plan asset valuation method, which smooths changes in asset value in the computation of pension expense, may not be fully reflective, in any given period, of the full economic hedge accomplished with the liability-driven investment strategy. 6 Exclusion of the gain on the sale of an equity method investment by Pacific Current. ASB. In determining ASB’s 2022 and 2023 net income and common equity for purposes of calculating ASB’s ROE under the 2021-23 LTIP (as well as ASB’s 2021, 2022 and 2023 net income for purposes of calculating HEI average annual EPS growth and 2022 and 2023 net income for purposes of calculating HEI consolidated ROACE (in each case noted above)), the Compensation & Human Capital Management Committee considered the impact of certain items that were unrelated to management’s actions regarding ongoing business operations. The Compensation & Human Capital Management Committee deemed it to be appropriate to exclude these items for purposes of determining performance under the 2021-23 LTIP because such exclusions equitably compensate for extraordinary and/or nonrecurring events that were unrelated to management’s actions regarding ongoing business operations. Specifically, for 2023, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes), including a portion of the gain from an extraordinary negative provision for credit losses and a portion of the gain on pension defeasement. See pages 43-45 of HEI’s 2023 Proxy Statement and pages 41-43 of HEI’s 2022 Proxy Statement for a more detailed discussion of the respective 2022 and 2021 adjustments. See also “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.

  102. Non-GAAP Net Income Metrics — 2021-23 LTIP

    | Years ended December 31 | 2023 | 2022 | | ($ in millions) | | | | ASB NET INCOME | | | | GAAP (as reported) | $53.4 | $80.0 | | Excluding special items (after-tax) for LTIP purposes: | | | | Allowance (reversal of allowance) for credit losses related to the pandemic1 | — | (9.6) | | Branch lease termination costs (gain on sale of branches) | — | (0.1) | | Pension defeasement2 | 0.1 | 0.1 | | Non-GAAP (adjusted) net income for 2021-23 LTIP purposes | $53.4 | $70.4 | | ASB Return on Average Common Equity (%) | | | | Based on GAAP | 11.0 | 14.1 | | Based on non-GAAP (adjusted) for 2021-23 LTIP purposes | 11.0 | 12.4 |

  103. Non-GAAP Net Income Metrics — 2021-23 LTIP

    Note: Columns may not foot due to rounding 1 See footnote 2 in the table above regarding Allowance (reversal of allowance) for credit losses. 2 See footnote 5 in the table above regarding pension defeasement. Hawaiian Electric. The Compensation & Human Capital Management Committee did not make any adjustments to the Utility’s 2023, 2022 or 2021 net income. 2022-24 Long-Term Incentive Plan. HEI’s 2022-24 long-term incentive plan was described on pages 39-40 of the 2023 Proxy Statement.

  104. Restricted stock units

    Restricted stock units HEI named executive officers are eligible to receive annual equity-based grants in the form of RSUs that vest over a period of three years. RSUs offer executives the opportunity to receive shares of HEI Common Stock when the restrictions lapse, generally subject to continued employment with the Company through vesting. The value of the annual RSU grant is a percentage of the executive’s base salary. These awards are designed to focus executives on creating long-term value for the Company’s stakeholders. Since they take three years to fully vest, the RSUs also are designed to promote retention. The RSUs vest and convert to shares of HEI Common Stock in three equal annual installments beginning one year from the date of grant (plus compounded dividend equivalent shares on the installment that vested in such year). The 2023 RSU grants are set forth in the “2023 Grants of Plan-Based Awards” table in the “Executive Compensation Tables” section below.

  105. Double-trigger change-in-control agreements

    Double-trigger change-in-control agreements The Compensation & Human Capital Management Committee and Board consider change-in-control agreements to be an appropriate tool to recruit executives as an expected part of their compensation package to encourage the continued attention of key executives to the performance of their duties without distraction in the event of a potential change in control and to assist in retaining key executives. Change-in-control agreements can protect against executive flight during a transaction when key executives might, in the absence of the agreement, leave the Company and accept employment elsewhere. As of December 31, 2023, each of the named executive officers was party to a change-in-control agreement. All of the change-in-control agreements are double trigger, which means that they provide for cash severance and other benefits only upon a qualifying termination of the executives’ employment following a change in control. In determining the amount an executive is eligible to receive in such an event, the Compensation & Human Capital Management Committee takes into account the executive’s expected role in a potential change-in-control transaction, value to the organization and internal equity. The agreements approved by the Compensation & Human Capital Management Committee provide for a cash lump sum payment of three times base salary plus annual incentive for Mr. Seu and two times base salary plus annual incentive for Messrs. DeGhetto, Murao and Ito and Mss. Kimura and Teranishi. The annual incentive pay used in calculating the severance payment is the greater of the current annual incentive target or the largest actual annual incentive payout during the preceding three fiscal years. Aggregate payments under these agreements are limited to the maximum amount deductible under Section 280G of the Internal Revenue Code and there are no tax gross ups with respect to payments under these agreements. Payment of the severance benefits is conditioned on the Company receiving a release of claims by the executive. The change-in-control agreements have initial terms of two years and automatically renew for an additional year on each anniversary unless 90 days’ notice of nonrenewal is provided by either party, so that the protected period is at least one year upon nonrenewal. The agreements remain in effect for two years following a change in control. The agreements define a change in control generally as a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of the Board following consummation of a merger, tender offer or similar transaction. For executives of ASB and Hawaiian Electric, the definition of “change-in-control” includes a change in the ownership of ASB or Hawaiian Electric, as applicable. Change-in-control benefits are discussed in further detail in the “Potential Payments Upon Termination or Change in Control” section and related notes in the “Executive Compensation Tables” section below.

  106. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  107. 2023 SUMMARY COMPENSATION TABLE

    | Name and 2023 Principal Positions | Year | Salary ($)1 | Bonus ($)2 | Stock Awards ($)3 | Nonequity Incentive Plan Compensation ($)4 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)5 | All Other Compensation ($)6 | Total Without Change in Pension Value ($)7 | Total ($) | | Scott W. H. Seu HEI President & CEO | 2023 | 958,333 | — | 2,253,154 | — | 2,174,763 | — | 3,211,487 | 5,386,250 | | | 2022 | 875,000 | — | 1,830,874 | 869,129 | 236,512 | — | 3,575,003 | 3,811,515 | | | 2021 | 506,667 | — | 821,405 | 599,588 | 1,002,005 | — | 1,927,660 | 2,929,665 | | Scott T. DeGhetto* HEI Executive Vice President, CFO & Treasurer | 2023 | 150,000 | 300,000 | — | — | — | 266,087 | 716,087 | 716,087 | | Kurt K. Murao HEI Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary | 2023 | 475,167 | — | 517,149 | — | 331,333 | 13,866 | 1,006,182 | 1,337,515 | | | 2022 | 428,667 | — | 467,085 | 255,475 | — | 15,281 | 1,166,508 | 1,166,508 | | | 2021 | 402,000 | — | 499,262 | 443,638 | 252,374 | 14,873 | 1,359,773 | 1,612,147 | | Shelee M. T. Kimura Hawaiian Electric President & CEO | 2023 | 575,000 | — | 895,602 | — | 606,930 | — | 1,470,602 | 2,077,532 | | | 2022 | 450,000 | — | 814,267 | 249,909 | — | — | 1,514,176 | 1,514,176 | | Ann C. Teranishi ASB President & CEO | 2023 | 726,000 | — | 756,211 | — | — | 32,063 | 1,514,274 | 1,514,274 | | | 2022 | 605,000 | — | 600,723 | 764,357 | — | 56,774 | 2,026,854 | 2,026,854 | | | 2021 | 473,707 | — | 626,520 | 600,098 | — | 23,996 | 1,724,321 | 1,724,321 | | Paul K. Ito** Former HEI Executive Vice President, CFO & Treasurer | 2023 | 475,000 | — | 879,303 | — | 87,000 | 10,265 | 1,364,568 | 1,451,568 | | | 2022 | 313,425 | 108,750 | 244,373 | 140,054 | — | 9,150 | 815,752 | 815,752 |

  108. 2023 SUMMARY COMPENSATION TABLE

    * Mr. DeGhetto was appointed Executive Vice President, Chief Financial Officer and Treasurer effective October 1, 2023. ** Mr. Ito was appointed Executive Vice President, Chief Financial Officer and Treasurer effective January 1, 2023 and transitioned to Senior Vice President, Chief Financial Officer and Treasurer of the Utility effective October 1, 2023. 1 Salary. This column represents cash base salary received for the year. 2 Bonus. Represents the signing bonus paid to Mr. DeGhetto upon his appointment as Executive Vice President, Chief Financial Officer and Treasurer. Represents the supplemental cash award paid to Mr. Ito for his service as Interim Chief Financial Officer from July 2 to December 31, 2022. 3 Stock Awards. These amounts represent the aggregate grant date fair value of stock awards granted in the years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). For 2021, 2022 and 2023, these amounts are composed of: (i) the opportunity (based on probable outcome of performance conditions (in this case, target) as of the grant date) to earn shares of HEI Common Stock in the future pursuant to the 2021-23, 2022-24 and 2023-25 LTIPs, respectively, if pre-established performance goals are achieved and (ii) RSUs vesting in installments over a three-year period. See the 2023 Grants of Plan-Based Awards table below for the portion of the amount in the Stock Awards column above that is composed of 2023 grants of RSUs and performance-based award opportunities under the 2023-25 LTIP. Assuming achievement of the highest level of performance conditions, the maximum value of the performance awards payable in 2026 under the 2023-25 LTIP would be: Mr. Seu $3,222,121; Mr. Murao $606,692; Ms. Kimura $1,101,251, Ms. Teranishi $1,004,192 and Mr. Ito $808,622. All of the grant dates for stock awards represented in this column predate the August 2023 Maui windstorm and wildfires and do not reflect the drop in stock price that occurred after the fires. For a discussion of the assumptions underlying the amounts set out for the RSUs and 2023-25 LTIP, see Note 12 to the Consolidated Financial Statements in HEI’s 2023 Form 10-K. 4 Nonequity Incentive Plan Compensation. These amounts represent cash payouts to named executive officers under the annual incentive plan, the EICP, earned for the years shown. Change in Pension Value and Nonqualified Deferred Compensation Earnings. These amounts represent the change in present value of the accrued pension and executive death benefits from beginning of year to end of year for 2021, 2022 and 2023. These amounts are not current payments; pension and executive death benefits are only paid after retirement or death, as applicable. The amounts in this column depend heavily on changes in actuarial assumptions, such as discount rates, and also are impacted by years of service and age. For 2023, the increase in value was due in part to increased average base salary during the trailing three-year period (payments under the excess pay plan and pension are calculated as a percentage of the average monthly base salary for the highest thirty-six consecutive months out of the last ten years) resulting from promotions and related base salary increases and in part to a decrease in discount rates, which results in an increase in the present value of the accrued benefit. For 2022, the decrease in value was primarily due to an increase in discount rates, which results in a decrease in the present value of the accrued benefit. For 2022 for Mr. Seu, the decrease was offset by the increase in Excess Pay Plan value as a result of his promotion to HEI President & CEO effective January 1, 2022. In accordance with SEC rules, the negative change in value in 2022 for Messrs. Murao and Ito and Ms. Kimura is shown as no change in the table above. For a further discussion of the applicable plans, see the 2023 Pension Benefits table and related notes below. No named executive officer had above-market or preferential earnings on nonqualified deferred compensation for the periods covered in the table above. 6 All Other Compensation. The following table summarizes the components of “All Other Compensation” with respect to 2023:

  109. 2023 SUMMARY COMPENSATION TABLE

    | Name | Contributions to Defined Contribution Plans ($)a | Other ($)b | Total All Other Compensation ($) | | Scott W. H. Seu | — | — | — | | Scott T. DeGhetto | 12,692 | 253,395 | 266,087 | | Kurt K. Murao | — | 13,866 | 13,866 | | Shelee M. T. Kimura | — | — | — | | Ann C. Teranishi | 16,500 | 15,563 | 32,063 | | Paul K. Ito | 10,265 | — | 10,265 |

  110. 2023 SUMMARY COMPENSATION TABLE

    a. Messrs. DeGhetto and Ito received matching contributions to their respective account in the HEI Retirement Savings Plan up to the amount permitted based on eligible compensation ($330,000 in 2023). Ms. Teranishi received matching contributions to her account in the ASB 401(k) Plan up to the amount permitted based on eligible compensation ($330,000 in 2023). b. Mr. DeGhetto received $250,000 for relocation expenses. Messrs. DeGhetto and Murao and Ms. Teranishi received club membership dues. Messrs. DeGhetto and Murao received one more week than employees with similar length of service would usually receive. Ms. Teranishi received one more day of paid time off than ASB employees with similar length of service below the Senior Vice President level receive. 7 Total Without Change in Pension Value. Total Without Change in Pension Value represents total compensation as determined under SEC rules, minus the change in pension value and executive death benefits amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. We include this column because the magnitude of the change in pension value and death benefits in a given year is largely determined by actuarial assumptions, such as discount rates and mortality assumptions set by the Society of Actuaries, and does not reflect decisions made by the Compensation & Human Capital Management Committee for that year or the actual benefit necessarily to be received by the recipient. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column and are not a substitute for the Total column. Additional narrative disclosure about salary, bonus, stock awards, nonequity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings and all other compensation can be found in the Compensation Discussion and Analysis above. Grants of Plan-Based Awards The table below shows cash performance award opportunities under the 2023 EICP, equity-based performance award opportunities granted under the LTIP for performance over the 2023-25 period and payable in 2026 and RSUs granted in 2023 and vesting in installments over three years.

  111. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  112. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Nonequity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units (#)3 | Grant Date Fair Value of Stock Awards ($)4 | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scott W. H. Seu | 2/10/23 EICP | 479,167 | 958,333 | 1,916,666 | — | — | — | — | — | | | 2/10/23 LTIP | — | — | — | 17,852 | 35,703 | 71,406 | — | 1,611,067 | | | 2/10/23 RSU | — | — | — | — | — | — | 15,140 | 642,087 | | Scott T. DeGhetto | 2/10/23 EICP | — | — | — | — | — | — | — | — | | | 2/10/23 LTIP | — | — | — | — | — | — | — | — | | | 2/10/23 RSU | — | — | — | — | — | — | — | — | | Kurt K. Murao | 2/10/23 EICP | 142,550 | 285,100 | 570,200 | — | — | — | — | — | | | 2/10/23 LTIP | — | — | — | 3,361 | 6,722 | 13,445 | — | 303,318 | | | 2/10/23 RSU | — | — | — | — | — | — | 5,042 | 213,831 | | Shelee M. T. Kimura | 2/10/23 EICP | 215,625 | 431,250 | 862,500 | — | — | — | — | — | | | 2/10/23 LTIP | — | — | — | 6,101 | 12,202 | 24,405 | — | 550,597 | | | 2/10/23 RSU | — | — | — | — | — | — | 8,135 | 345,005 | | Ann C. Teranishi | 2/10/23 EICP | 272,250 | 544,500 | 1,089,000 | — | — | — | — | — | | | 2/10/23 LTIP | — | — | — | 5,564 | 11,127 | 22,254 | — | 502,090 | | | 2/10/23 RSU | — | — | — | — | — | — | 5,992 | 254,121 | | Paul K. Ito | 2/10/23 EICP | 166,250 | 332,500 | 665,000 | — | — | — | — | — | | | 2/10/23 LTIP | — | — | — | 4,480 | 8,960 | 17,920 | — | 404,311 | | | 2/10/23 RSU | — | — | — | — | — | — | 11,200 | 474,992 |

  113. 2023 GRANTS OF PLAN-BASED AWARDS

    EICP: Executive Incentive Compensation Plan (annual incentive) LTIP: Long-Term Incentive Plan (2023-25 period) RSU: Restricted Stock Units 1 Estimated Future Payouts Under Nonequity Incentive Plan Awards. Shows possible cash payouts under the 2023 EICP based on meeting performance goals set in February 2023 at threshold, target and maximum levels. Actual payouts for the 2023 EICP are reported in the 2023 Summary Compensation Table above. 2 Estimated Future Payouts Under Equity Incentive Plan Awards. Represents the number of shares of stock that may be issued under the 2023-25 LTIP based upon the achievement of performance goals set in February 2023 at threshold, target and maximum levels and vesting at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata participation based upon completed months of service after a minimum number of months of service in the performance period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid at the end of the performance period based on actual shares earned. 3 All Other Stock Awards: Number of Shares of Stock or Units. Represents the number of RSUs awarded in 2023 that will vest and be issued as unrestricted stock in three equal annual installments on the grant date anniversaries. Unvested awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata vesting up to the date of termination. Receipt of RSU awards is generally subject to continued employment and expiration of the applicable vesting period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid in HEI Common Stock on RSUs vesting in a given year. Grant Date Fair Value of Stock Awards. Grant date fair value for shares under the 2023-25 LTIP is estimated in accordance with the fair-value based measurement of accounting, as described in FASB ASC Topic 718 based upon the probable (in this case, target) outcome of the performance conditions as of the grant date. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see the discussion of performance awards contained in Note 12 (Share-based compensation) to the Consolidated Financial Statements in HEI’s 2023 Form 10-K. Grant date fair value for RSUs is based on the closing price of HEI Common Stock on the NYSE on the date of the grant of the award. All of the grant dates for stock awards (LTIP and RSU) in this table predate the 2003 Maui windstorm and wildfires and do not reflect the drop in stock price that occurred after the fires. Outstanding Equity Awards at 2023 Fiscal Year-End

  114. 2023 GRANTS OF PLAN-BASED AWARDS

    | | Stock Awards | | | | | | | Grant Year | Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards | | | | | | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)3 | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 | | Name | | Number (#) | Market Value ($)2 | | | | Scott W. H. Seu | 2020 | 1,635 | 23,201 | — | — | | | 2021 | 2,982 | 42,315 | — | — | | | 2022 | 8,477 | 120,289 | 29,668 | 420,989 | | | 2023 | 15,140 | 214,837 | 35,703 | 506,626 | | | Total | 28,234 | 400,642 | 65,371 | 927,615 | | Scott T. DeGhetto | 2020 | — | — | — | — | | | 2021 | — | — | — | — | | | 2022 | — | — | — | — | | | 2023 | — | — | — | — | | | Total | — | — | — | — | | Kurt K. Murao | 2020 | 822 | 11,664 | — | — | | | 2021 | 1,775 | 25,187 | — | — | | | 2022 | 3,115 | 44,202 | 6,229 | 88,390 | | | 2023 | 5,042 | 71,546 | 6,722 | 95,385 | | | Total | 10,754 | 152,599 | 12,951 | 183,775 | | Shelee M. T. Kimura | 2020 | 503 | 7,138 | — | — | | | 2021 | 1,003 | 14,233 | — | — | | | 2022 | 6,176 | 87,637 | 9,809 | 139,190 | | | 2023 | 8,135 | 115,436 | 12,202 | 173,146 | | | Total | 15,817 | 224,444 | 22,011 | 312,336 | | Ann C. Teranishi | 2020 | 342 | 4,853 | — | — | | | 2021 | 2,369 | 33,616 | — | — | | | 2022 | 2,931 | 41,591 | 4,762 | 67,573 | | | 2023 | 5,992 | 85,026 | 5,564 | 78,953 | | | Total | 11,634 | 165,086 | 10,326 | 146,526 | | Paul K. Ito | 2020 | 464 | 6,584 | — | — | | | 2021 | 884 | 12,544 | — | — | | | 2022 | 1,518 | 21,540 | 3,416 | 48,473 | | | 2023 | 11,200 | 158,928 | 8,960 | 127,142 | | | Total | 14,066 | 199,596 | 12,376 | 175,615 |

  115. 2023 GRANTS OF PLAN-BASED AWARDS

    1 Shares or Units of Stock That Have Not Vested. The remaining installment of the 2020 and 2021 RSUs vested on February 11, 2024. and February 9, 2024, respectively. Of the remaining installments of the 2022 RSUs, one installment vested on February 11, 2024 and the remainder will vest on February 11, 2025. For the 2023 RSUs, one installment vested on February 10, 2024 and the remainder will vest in equal annual installments on February 10, 2025 and 2026. Ms. Teranishi’s remaining special 2021 RSUs granted upon her promotion to President and CEO of the Bank will vest on May 18, 2024. 2 Market Value. Market value is based upon the closing per-share trading price of HEI Common Stock on the NYSE of $14.19 as of December 29, 2023. Number of Unearned Shares, Units or Other Rights That Have Not Vested. Represents the number of shares of HEI Common Stock that would be issued under the 2022-24 and 2023-25 LTIPs if performance goals are met for HEI, the Utility and the Bank at the target, target and threshold levels, respectively, at the end of the respective three-year performance periods. 2023 Option Exercises and Stock Vested

  116. 2023 GRANTS OF PLAN-BASED AWARDS

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Scott W. H. Seu | 10,1041 | 427,400 | | | 9,8942 | 140,3963 | | Scott T. DeGhetto | — | — | | | — | — | | Kurt K. Murao | 5,1111 | 216,196 | | | 6,0882 | 86,3893 | | Shelee M. T. Kimura | 5,5271 | 233,792 | | | 3,5502 | 50,3753 | | Ann C. Teranishi | 4,6691 | 190,521 | | | 14,7092 | 208,7213 | | Paul K. Ito | 2,8801 | 121,825 | | | 4,0702 | 57,7533 |

  117. 2023 GRANTS OF PLAN-BASED AWARDS

    1 Represents the number of shares acquired (and dividend equivalents paid in stock based on number of shares vested) upon the 2023 vesting of installments of RSUs granted on February 14, 2019, February 11, 2020, February 9, 2021, May 18, 2021 and February 11, 2022. Value realized on vesting includes dividend equivalents.

  118. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Number of Shares Acquired on Vesting | Compounded Dividend Equivalents | Total Shares Acquired on Vesting | | Scott W. H Seu | 9,493 | 611 | 10,104 | | Scott T. DeGhetto | — | — | — | | Kurt K. Murao | 4,765 | 346 | 5,111 | | Shelee M. T. Kimura | 5,215 | 312 | 5,527 | | Ann C. Teranishi | 4,391 | 278 | 4,669 | | Paul K. Ito | 2,670 | 210 | 2,880 |

  119. 2023 GRANTS OF PLAN-BASED AWARDS

    2 Represents the number of shares acquired (and dividend equivalents paid in stock based on earned shares) upon vesting of performance share awards under the 2021-23 LTIP, which were payable in stock at the end of the performance period. Value realized on vesting includes dividend equivalents. The achievement of the applicable performance measures was certified on February 9, 2024.

  120. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Number of Shares Acquired on Vesting | Compounded Dividend Equivalents | Total Shares Acquired on Vesting | | Scott W. H. Seu | 8,826 | 1,068 | 9,894 | | Scott T. DeGhetto | — | — | — | | Kurt K. Murao | 5,431 | 657 | 6,088 | | Shelee M. T. Kimura | 3,167 | 383 | 3,550 | | Ann C. Teranishi | 13,206 | 1,503 | 14,709 | | Paul K. Ito | 3,631 | 439 | 4,070 |

  121. 2023 GRANTS OF PLAN-BASED AWARDS

    Represents vested 2021-23 LTIP shares at 2023 year-end closing price of HEI Common Stock on the NYSE of $14.19 per share on December 29, 2023. Actual settlement of the performance share awards under the 2021-23 LTIP occurred on February 16, 2024 (after the February 9, 2024 certification of the applicable performance results) based on the closing price of HEI Common Stock on the NYSE of $13.10 per share. The actual settlement amounts were: Mr. Seu $129,611; Mr. Murao $79,753; Ms. Kimura $46,505, Ms. Teranishi $192,688; and Mr. Ito $53,317. Pension Benefits The table below shows the present value as of December 31, 2023 of accumulated benefits for each of the named executive officers and the number of years of service credited to each executive under the applicable pension plan and, for Mr. Seu, the executive death benefit plan, determined using the interest rate, mortality table and other assumptions described below, which are consistent with those used in HEI’s financial statements (see Note 11 to the Consolidated Financial Statements in HEI’s 2023 Form 10-K).

  122. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS

  123. 2023 PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)4 | Payments During the Last Fiscal Year ($) | | Scott W. H. Seu | HEI Retirement Plan1 | 30.3 | 2,662,858 | — | | | HEI Excess Pay Plan2 | 30.3 | 3,903,163 | — | | | HEI Executive Death Benefit3 | — | 67,234 | — | | Scott T. DeGhetto | HEI Retirement Plan1 | — | — | — | | | HEI Excess Pay Plan2 | — | — | — | | Kurt K. Murao | HEI Retirement Plan1 | 12.8 | 950,810 | — | | | HEI Excess Pay Plan2 | 12.8 | 391,510 | — | | Shelee M. T. Kimura | HEI Retirement Plan1 | 19.3 | 1,228,462 | — | | | HEI Excess Pay Plan2 | 19.3 | 520,625 | — | | Ann C. Teranishi5 | — | — | — | — | | Paul K. Ito | HEI Retirement Plan1 | 5.9 | 198,422 | — | | | HEI Excess Pay Plan2 | 5.9 | 35,398 | — |

  124. 2023 PENSION BENEFITS

    1 The HEI Retirement Plan is the standard retirement plan for HEI and Hawaiian Electric employees. Normal retirement benefits under the HEI Retirement Plan for management employees hired before May 1, 2011, including Messrs. Seu and Murao and Ms. Kimura, are calculated based on a formula of 2.04% × Credited Service (maximum 67%) × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). Credited service is generally the same as the years of service with HEI and other participating companies (Hawaiian Electric and its subsidiaries). Credited service is also provided for limited unused sick leave and for the period a vested participant is on long-term disability. The normal form of benefit is a joint and 50% survivor annuity for married participants and a single life annuity for unmarried participants. Actuarially equivalent optional forms of benefit are also available. Participants who qualify to receive retirement benefits immediately upon termination of employment may also elect a single sum distribution of up to $100,000 with the remaining benefit payable as an annuity. Single sum distributions are not eligible for early retirement subsidies, and so may not be as valuable as an annuity at early retirement. Retirement benefits are increased by an amount equal to approximately 1.4% of the initial benefit every twelve months following retirement. The plan provides benefits at early retirement (prior to age 65), normal retirement (age 65), deferred retirement (over age 65) and death. Subsidized early retirement benefits are available for participants who meet certain age and service requirements at ages 50-64. The accrued normal retirement benefit is reduced by an applicable percentage, which ranges from 30% for early retirement at age 50 with at least 15 years of service to 1% at age 59. Accrued benefits are not reduced for eligible employees who retire at age 60 and above. The early retirement subsidies are not available to employees who terminate employment with vested benefits but prior to satisfying the age and service requirements for the early retirement subsidies. HEI and Hawaiian Electric management employees who commenced employment on or after May 1, 2011, such as Mr. Ito, receive reduced benefits under the HEI Retirement Plan (e.g., reduced benefit formula, more stringent requirements for subsidized early retirement benefits, reduced early retirement subsidies and no post-retirement cost-of-living adjustment). Normal retirement benefits for these employees are calculated based on a formula of 1.5% × Credited Service × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). These employees are eligible for a limited match under the HEI Retirement Savings Plan (50% match on the first 6% of compensation deferred). Employees hired on or after January 1, 2022 are not eligible to participate in the HEI Retirement Plan. Messrs. Seu, Murao and Ito and Ms. Kimura are vested in retirement benefits under the HEI Retirement Plan. Mr. DeGhetto is not eligible to participate in the HEI Retirement Plan. 2 As of December 31, 2023, Messrs. Seu, Murao and Ito and Ms. Kimura were participants in the HEI Excess Pay Plan and vested in retirement benefits under such plan. Benefits under the HEI Excess Pay Plan are determined using the same formula as the HEI Retirement Plan, but are not subject to the Internal Revenue Code limits on the amount of annual compensation that can be used for calculating benefits under qualified retirement plans ($330,000 in 2023 as indexed for inflation) and on the amount of annual benefits that can be paid from qualified retirement plans (the lesser of $265,000 in 2023 as indexed for inflation, or the participant’s highest average compensation over three consecutive calendar years). Benefits payable under the HEI Excess Pay Plan are reduced by the benefit payable from the HEI Retirement Plan. Early retirement, death benefits and vesting provisions are similar to the HEI Retirement Plan. Mr. Seu is covered by the Executive Death Benefit Plan of HEI and Participating Subsidiaries. The plan was amended effective September 9, 2009 to close participation to new participants and freeze the benefit for existing participants. Under the amendment, death benefits will be paid based on salaries as of September 9, 2009. The plan provides death benefits equal to two times the executive’s base salary as of September 9, 2009 if the executive dies while actively employed or, if disabled, dies prior to age 65, and one times the executive’s base salary as of September 9, 2009 if the executive dies following retirement. The amounts shown in the table above assume death following retirement. Death benefits are grossed up by the amount necessary to pay income taxes on the grossed-up benefit amount as an equivalent to the tax exclusion for death benefits paid from a life insurance policy. Messrs. DeGhetto, Murao and Ito and Mss. Kimura and Teranishi were not employed by the companies or were not executive officers at the time the plan was frozen and therefore are not entitled to any benefits under the plan. The present value of accumulated benefits for the named executive officers included in the 2023 Pension Benefits table was determined based on the following: Methodology: The present values are calculated as of December 31, 2023 based on the credited service and pay of the named executive officer as of such date (or the date of benefit freeze, if earlier). Assumptions: a. Discount Rate — The discount rate is the interest rate used to discount future benefit payments in order to reflect the time value of money. The discount rates used in the present value calculations are 5.35% for HEI retirement benefits, 5.39% for ASB retirement benefits and 5.39% for executive death benefits as of December 31, 2023. b. Mortality Table — The PRI-2012 Mortality Table (separate male and female rates) with generational projection using scale MP-2021 from base year 2012 is used to discount future pension benefit payments in order to reflect the probability of survival to any given future date. For the calculation of the executive death benefit present values, the mortality table rates are multiplied by the death benefit to capture the death benefit payments assumed to occur at all future dates. Mortality is applied post-retirement only. c. Retirement Age — A named executive officer included in the table is assumed to remain in active employment until, and assumed to retire at, the later of (a) the earliest age when unreduced pension benefits would be payable or (b) attained age as of December 31, 2023. d. Pre-Retirement Decrements — Pre-retirement decrements refer to events that could occur between the measurement date and the retirement age (such as withdrawal, early retirement and death) that would impact the present value of benefits. No pre-retirement decrements are assumed in the calculation of pension benefit table present values. Pre-retirement decrements are assumed for financial statement purposes. e. Unused Sick Leave — Each named executive officer who participates in the HEI Retirement Plan is assumed to have accumulated 1,160 unused sick leave hours at retirement age. Ms. Teranishi is not eligible to participate in any of the plans in the above 2023 Pension Benefits table because such plans either (i) are not open to employees of ASB or (ii) were frozen to new participants before Ms. Teranishi joined ASB. 2023 Nonqualified Deferred Compensation

  125. 2023 PENSION BENEFITS

    | Name | Executive Contributions in Last FY ($)1 | Registrant Contributions in Last FY ($) | Aggregate Earnings/(Losses) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)2 | | Scott W. H. Seu | — | — | — | — | — | | Scott T. DeGhetto | — | — | — | — | — | | Kurt K. Murao | — | — | — | — | — | | Shelee M. T. Kimura | — | — | — | — | — | | Ann C. Teranishi | — | — | 42 | — | 979 | | Paul K. Ito | — | — | 62,493 | — | 324,229 |

  126. 2023 PENSION BENEFITS

    1 Represents salary and incentive compensation deferrals under the HEI Deferred Compensation Plan and ASB Deferred Compensation Plan. The HEI Deferred Compensation Plan is a contributory nonqualified deferred compensation plan implemented in 2011, which allows certain HEI and Hawaiian Electric executives to defer up to 100% of their annual base salary in excess of the compensation limit set forth in Internal Revenue Code Section 401(a)(17) ($330,000 in 2023, as indexed for inflation) and up to 80% of any incentive compensation paid in cash. In 2023, there were no matching or other employer contributions under the plan. The deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a designated list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential and therefore are not included in the 2023 Summary Compensation Table above. The distribution of accounts from the plan is triggered by disability, death or separation from service (including retirement) and will be delayed for a 6-month period to the extent necessary to comply with Internal Revenue Code Section 409A. A participant may elect to receive such distributions triggered by separation from service in a lump sum or in substantially equal payments spread over a period not to exceed 15 years. Lump sum benefits are payable in the event of disability or death. The ASB Deferred Compensation Plan allows select ASB employees to defer up to 100% of current salary, bonus and commissions. Pursuant to a 2009 amendment, the plan provides for employer matching contributions and profit-sharing contributions for plan years beginning January 1, 2010. These matching and profit-sharing contributions take into account compensation which is excluded from consideration under the ASB 401(k) Plan, including on account of being contributed to the ASB Deferred Compensation Plan or being in excess of limits on eligible compensation imposed by the Internal Revenue Code. The deferred amounts are credited with gains/ losses of deemed investments chosen by the participant from a designated list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential and therefore are not included in the 2023 Summary Compensation Table above. Under the plan, a participant may receive an interim distribution while employed, but no earlier than the first day of the fourth plan year following the effective date of the initial election to defer. A participant may also request a withdrawal of a portion of his or her account to satisfy an unforeseeable emergency. The distribution of accounts from the plan is triggered by disability, death or separation from service (including retirement) and will be delayed for a 6-month period to the extent necessary to comply with Internal Revenue Code Section 409A. A participant may elect to receive such distributions in a lump sum or in substantially equal payments spread over a period not to exceed 15 years. Ms. Teranishi has not deferred any amounts under the ASB Deferred Compensation Plan. Amounts in this column include contributions reported in the Summary Compensation Table for each year in which each executive listed above was a named executive officer. Potential Payments Upon Termination or Change in Control The table below shows the potential payments to each named executive officer in the event of retirement, death or disability, voluntary termination, termination for cause, termination without cause and termination after change in control, assuming termination occurred on December 31, 2023. The amounts listed below are estimates; actual amounts to be paid would depend on the actual date of termination and circumstances existing at that time.

  127. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio

  128. CEO to Median Employee Pay Ratio

    | | President & CEO | Median Employee | | Salary | $958,333 | $103,333 | | Overtime Pay | — | — | | Stock Awards | 2,253,154 | — | | Nonequity Incentive Plan Compensation | — | — | | Change in Pension Value1 | 2,174,763 | 18,172 | | All Other Compensation | — | 3,096 | | TOTAL | $5,386,250 | $124,601 | | CEO Pay to Median Employee Pay Ratio | 43:1 | |

  129. CEO to Median Employee Pay Ratio

    These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Despite the fact that these amounts are not paid, they are required to be taken into account for purposes of calculating total annual compensation for SEC reporting purposes. Pension values fluctuate over time, can rise or fall year-to-year and are dependent on many variables including market conditions, years of service, earnings and actuarial assumptions such as discount rates. Pay Versus Performance The following section was prepared in accordance with the SEC’s pay versus performance disclosure rules (Item 402(v) of Regulation S-K) (PvP Rules). The PvP Rules include a specific definition of pay, referred to as Compensation Actually Paid (CAP), which is compared to certain performance measures as required by the PvP Rules. The Company does not use CAP as a basis for making compensation decisions. For a discussion of the Company’s executive compensation policies and programs and an explanation of how executive compensation decisions are made, please refer to the Compensation Discussion and Analysis.

  130. Pay versus performance table

    Pay versus performance table

  131. Pay versus performance table

    | Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid2 to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers3 | Average Compensation Actually Paid2 to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | HEI Consolidated Adjusted Net Income5 (in thousands) | | | | | | | Total Shareholder Return | Peer Group4 Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,386,250 | $(87,730) | $1,419,395 | $242,136 | $35 | $107 | $199,238 | $199,238 | | 2022 | 3,811,515 | 4,046,729 | 1,353,755 | 1,241,936 | 99 | 117 | 241,138 | 230,562 | | 2021 | 5,933,523 | 7,901,297 | 3,002,679 | 2,673,496 | 95 | 116 | 246,166 | 229,909 | | 2020 | 5,108,212 | 315,826 | 1,904,441 | 794,294 | 78 | 99 | 197,824 | 225,181 |

  132. Pay versus performance table

    1 2023 and 2022: Mr. Seu; 2021 and 2020: Constance Lau (former HEI CEO). 2 Compensation Actually Paid is calculated as the summary compensation table total for the Principal Executive Officer (PEO) (column (b) above) and average summary compensation table total for the Non-PEO named executive officers (column (d) above), as applicable, with the adjustments to the value of pension and stock adjusted as set out below pursuant to Item 402(v)(2)(iii) of Regulation S-K.* 3 2023: Messrs. DeGhetto, Murao and Ito and Mss. Kimura and Teranishi; 2022: Messrs. Ito, Murao and Gregory Hazelton (former HEI CFO) and Mss. Kimura and Teranishi; 2021: Messrs. Seu, Murao, Hazelton and Richard Wacker (former ASB CEO) and Ms. Teranishi; 2020: Messrs. Seu, Murao, Hazelton and Wacker. 4 Edison Electric Institute Index. 5 HEI Consolidated Adjusted Net Income represents HEI consolidated net income, adjusted to exclude certain items. See paragraphs entitled “Non-GAAP Net Income Metrics” in the Compensation Discussion and Analysis and “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A. * Adjustments pursuant to Item 402(v)(2)(iii) of Regulation S-K:

  133. Pay versus performance table

    | | PEO | | | | | | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $5,108,212 | $5,933,523 | $3,811,515 | $5,386,250 | | Pension adjustments: | | | | | | SCT reversal1 | (576,610) | — | (236,512) | (2,174,763) | | Service cost2 | 73,183 | 79,155 | 309,997 | 207,082 | | Stock adjustments: | | | | | | SCT reversal3 | (2,378,882) | (3,204,098) | (1,830,874) | (2,253,154) | | New awards outstanding4 | 1,758,452 | 4,141,353 | 1,919,877 | 685,662 | | Change in value of prior year awards5 | (1,510,281) | 457,298 | 62,282 | (1,366,677) | | New awards vested during the year6 | — | — | — | — | | Vested prior year awards7 | (2,158,248) | 494,066 | 10,444 | (572,130) | | Forfeitures8 | — | — | — | — | | Compensation Actually Paid | $315,826 | $7,901,297 | $4,046,729 | $(87,730) |

  134. Pay versus performance table

    | | Average Non-PEO Named Executive Officers | | | | | | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $1,904,441 | $3,002,679 | $1,353,755 | $1,419,395 | | Pension adjustments: | | | | | | SCT reversal1 | (375,524) | (274,111) | — | (205,053) | | Service cost2 | 75,657 | 81,404 | 99,567 | 52,432 | | Stock adjustments: | | | | | | SCT reversal3 | (611,973) | (817,776) | (576,870) | (609,653) | | New awards outstanding4 | 409,890 | 755,592 | 445,932 | 190,966 | | Change in value of prior year awards5 | (297,021) | 62,236 | 52,989 | (318,561) | | New awards vested during the year6 | — | — | 7,681 | — | | Vested prior year awards7 | (311,176) | 16,297 | (59,380) | (287,390) | | Forfeitures8 | — | (152,825) | (81,738) | — | | Compensation Actually Paid | $794,294 | $2,673,496 | $1,241,936 | $242,136 |

  135. Pay versus performance table

    1 See Item 402(v)(2)(iii)(A) of Regulation S-K. 2 See Item 402(v)(2)(iii)(B)(1)(i) of Regulation S-K. 3 See Item 402(v)(2)(iii)(C)(1) of Regulation S-K. 4 See Item 402(v)(2)(iii)(C)(1)(i) of Regulation S-K. 5 See Item 402(v)(2)(iii)(C)(1)(ii) of Regulation S-K. 6 See Item 402(v)(2)(iii)(C)(1)(iii) of Regulation S-K. 7 See Item 402(v)(2)(iii)(C)(1)iv) of Regulation S-K. 8 See Item 402(v)(2)(iii)(C)(1)(v) of Regulation S-K.

  136. Family relationships between any HEI executive officer, director and nominee for director

    Family relationships between any HEI executive officer, director and nominee for director There are no family relationships between any HEI executive officer, director or nominee for director. Arrangements or understandings between any HEI executive, director or director nominee and another person pursuant to which such executive, director or director nominee was selected There are no arrangements or understandings between any executive officer, director or director nominee of HEI and any other person pursuant to which such executive officer, director or director nominee was selected.