DEF 14A of First Hawaiian, Inc., Mar 12, 2025

DEF 14A of First Hawaiian, Inc.

Filed Mar 12, 2025 · FY20240001104659-25-022789

Open on EDGAR

  1. NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 59 | COMPENSATION COMMITTEE REPORT | | 60 | EXECUTIVE COMPENSATION TABLES | | 60 | Summary Compensation Table | | 62 | 2024 Grants of Plan-Based Awards | | 63 | Outstanding Equity Awards at 2024 Fiscal Year End | | 64 | 2024 Stock Vested | | 64 | 2024 Pension Benefits | | 65 | 2024 Nonqualified Deferred Compensation | | 65 | Potential Payments upon Termination or Change in Control | | 69 | Pay Ratio Disclosure | | 69 | Pay Versus Performance Disclosure | | 75 | APPROVAL OF 2025 OMNIBUS INCENTIVE COMPENSATION PLAN | | 75 | PROPOSAL 3—APPROVAL OF THE FIRST HAWAIIAN, INC. 2025 OMNIBUS INCENTIVE COMPENSATION PLAN | | 86 | AUDIT MATTERS | | 86 | PROPOSAL 4―RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 87 | AUDIT COMMITTEE REPORT | | 88 | PRINCIPAL ACCOUNTANT FEES | | 88 | PREAPPROVAL POLICIES AND PROCEDURES | | 89 | BIOGRAPHIES OF EXECUTIVE OFFICERS | | 93 | STOCK OWNERSHIP | | 93 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT | | 95 | Delinquent Section 16(a) Reports | | 95 | Business Relationships and Related Party Transactions Policy | | 96 | FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING | | 102 | OTHER BUSINESS | | 102 | STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | | 103 | DISTRIBUTION OF CERTAIN DOCUMENTS | | 103 | STATEMENT REGARDING THE DELIVERY OF A SINGLE SET OF MATERIALS TO HOUSEHOLDS WITH MULTIPLE STOCKHOLDERS | | 104 | INFORMATION NOT INCORPORATED BY REFERENCE | | 104 | FORWARD-LOOKING STATEMENTS | | A-1 | ANNEX A—NON-GAAP RECONCILIATION | | B-4 | FIRST HAWAIIAN, INC. 2025 OMNIBUS INCENTIVE COMPENSATION PLAN |

  2. OVERVIEW OF THE BOARD NOMINEES

    OVERVIEW OF THE BOARD NOMINEES

  3. Director Nominees*

    Director Nominees*

  4. Director Nominees*

    | | | | | | Committees | | | | | | Director Nominee and Principal Occupation | | Age | Director since(1) | Independent | Public Boards | Audit | Compensation | Corporate Governance & Nominating | Risk | | | Robert S. Harrison Chairman of the Board, President and Chief Executive Officer, First Hawaiian | 64 | 2016 | | 1 | | | | | | | Tertia M. Freas Executive Director of The Clarence T.C. Ching Foundation | 67 | 2024 | | 1 | | | | | | | Michael K. Fujimoto Retired Chairman Emeritus, Hawaii Planing Mill, Ltd. dba HPM Building Supply | 72 | 2022 | | 1 | | | | | | | Faye W. Kurren Retired President and Chief Executive Officer, Hawaii Dental Service | 74 | 2018 | | 1 | | | | | | | James S. Moffatt Retired Vice Chairman and Global CEO, Deloitte Consulting | 66 | 2021 | | 2 | | | | | | | Mark M. Mugiishi President and Chief Executive Officer, Hawaii Medical Service Association | 65 | 2022 | | 1 | | | | | | | Kelly A. Thompson Retired Senior Vice President, Chief Operating Officer, Samsclub.com, a Walmart, Inc. subsidiary | 55 | 2021 | | 1 | | | | | | | Vanessa L. Washington Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West | 65 | 2020 | | 1 | | | | | | | C. Scott Wo Owner/Executive Team, C.S. Wo & Sons, Ltd; Partner/Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City | 59 | 2018 | | 1 | | | | | | Meetings in 2024 Board―7 | | | | | | 5 | 10 | 4 | 4 |

  5. Director Nominees*

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

  6. Director Nominees*

    * Current Lead Independent Director Allen B. Uyeda will conclude his service on our Board of Directors at the Annual Meeting and is not listed here. Refers to the period from the completion of our initial public offering (“IPO”) in August 2016.

  7. Director Nominees*

    | 4 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    | Election of Directors | Proposal • We are asking stockholders to elect the nine nominees named in this proxy statement to serve on our Board until the 2026 annual meeting of stockholders or until their successors have been duly elected and qualified. Background • All nine nominees currently serve on our Board • Eight of the nine nominees are independent • 44% of the nominees are women • 67% of the nominees represent an ethnic minority The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees for director. |

  10. PROPOSAL 1—ELECTION OF DIRECTORS

    Our Board currently has ten members, consisting of our Chief Executive Officer and President (who also serves as Chairman of the Board) and nine other directors, all of whom are “independent” under the listing standards of NASDAQ. The terms of office of all ten directors expire at the Annual Meeting. Under First Hawaiian’s age limitation policy, following his attainment of age 75 subsequent to the 2024 annual meeting of stockholders, Mr. Allen B. Uyeda will not stand for re-election to the Board at the 2025 Annual Meeting. In connection with the Annual Meeting, the size of our Board will be reduced to nine members. At the Annual Meeting, you will be asked to elect nine individuals to serve on the Board that the Board has nominated for re-election, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2026. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. All of our directors are elected annually by the affirmative vote of a majority of votes cast. • A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board. • Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see “Frequently Asked Questions About the Annual Meeting and Voting.”

  11. Required Vote

    Required Vote With regard to the election of the director nominees, votes may be cast in favor or against. A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2025 Annual Meeting). A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee.

  12. Required Vote

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

  13. Required Vote

    | 12 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  14. DIRECTOR NOMINEES

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

  15. DIRECTOR NOMINEES

    | Name | Age(1) | Tenure | Independent(2) | Position | | Robert S. Harrison | 64 | 2016 | | Chairman of the Board, President and CEO | | Tertia M. Freas | 67 | 2024 | | Director | | Michael K. Fujimoto | 72 | 2022 | | Director | | Faye W. Kurren | 74 | 2018 | | Director | | James S. Moffatt | 66 | 2021 | | Director | | Mark M. Mugiishi | 65 | 2022 | | Director | | Kelly A. Thompson | 55 | 2021 | | Director | | Vanessa L. Washington | 65 | 2020 | | Director | | C. Scott Wo | 59 | 2018 | | Director |

  16. DIRECTOR NOMINEES

    (1) As of March 12, 2025. (2) “Independent” under NASDAQ listing standards. In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

  17. DIRECTOR NOMINEES

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 13 |

  18. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  19. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit | Tertia M. Freas | Age 67 Independent Director since 2024 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2024 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2024 to present) THE CLARENCE T.C. CHING FOUNDATION, a private foundation that provides grants to nonprofit organizations in Hawaii for education, healthcare, children, youth and family, sustainability, housing and arts, culture and innovation • Executive Director (2015 to present) DELOITTE & TOUCHE LLP • Audit Partner (1992 to 2015) OTHER ENGAGEMENTS • Member of the American Institute of Certified Public Accountants and the Hawaii Society of CPAs | EDUCATION • Bachelor’s of Business Administration in Accounting, University of Hawaii, Shidler College of Business QUALIFICATIONS • Ms. Freas’ experience as the executive director of a major local foundation and her commitment to community service bring valuable insights into community needs and opportunities to our Board. • Ms. Freas’ experience serving as an audit partner at Deloitte & Touche LLP also brings to the Board deep expertise in accounting and finance. |

  20. DIRECTOR NOMINEE BIOGRAPHIES

    | 14 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  21. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Risk | Michael K. Fujimoto | Age 72 Independent Director since 2022 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2022 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (1998 to present) HAWAII PLANING MILL, LTD. dba HPM BUILDING SUPPLY, a building supply company headquartered in Keaau, Hawaii with locations throughout Hawaii • Retired Chairman Emeritus (2024 to present) • Member, Compensation Committee and Audit Committee • Executive Chairman (2018 to 2023) • President and Chief Executive Officer (1992 to 2018) OTHER ENGAGEMENTS • Chairman of the Board and Member of the Audit and Governance Committees, Parker Ranch Inc. • Trustee, Parker Ranch Foundation Trust • Trustee and Chairman, HPM Building Supply Foundation | EDUCATION • M.B.A., University of California, Berkeley • Bachelor of Arts and Masters of Arts in Economics, University of Massachusetts, Amherst QUALIFICATIONS • As the Executive Chairman and the former President and Chief Executive Officer of a multi-generational, locally owned business, Mr. Fujimoto brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience. • Mr. Fujimoto’s experience providing supplies to the building industry has provided him with significant contacts and expertise in the building industry, a key industry served by First Hawaiian. • As a resident of the Big Island, Mr. Fujimoto provides the Board with insights into the views of the residents of the Hawaiian Islands other than Oahu, an important part of the Bank’s market area. |

  22. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 15 |

  23. DIRECTOR NOMINEE BIOGRAPHIES

    | | Robert S. Harrison | Age 64 Chairman of the Board since 2016 | | | BACKGROUND FIRST HAWAIIAN, INC. • Chairman and Chief Executive Officer (2016 to present) • President (August 2019 to present) FIRST HAWAIIAN BANK • Chairman and Chief Executive Officer (January 2012 to present) • President (December 2009 to June 2015 and August 2019 to present) • Chief Operating Officer (December 2009 to January 2012) • Vice Chairman (2007 to 2009) • Chief Risk Officer (2006 to 2009) • Mr. Harrison joined First Hawaiian Bank’s Retail Banking group in 1996 and has over 35 years of experience in the financial services industry in Hawaii and on the U.S. mainland BANCWEST CORPORATION (“BancWest”) • Vice Chairman (2010 to 2019) OTHER PUBLIC COMPANY DIRECTORSHIPS • Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development (2012 to 2020) OTHER ENGAGEMENTS • Chairman, Hawaii Medical Service Association, the Blue Cross/Blue Shield affiliate in Hawaii • Member of the Board, Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii • Member of the Board, Hawaii Community Foundation • Member of the Board, Hawaii Bankers Association • Member of the Executive Committee of the Board, Hawaii Business Roundtable | • Member of the Board, Maryknoll Foundation • Immediate Past Chairman and Member of the Executive Committee, Mid-Size Bank Coalition of America • Member, Federal Advisory Council to the Board of Governors of the Federal Reserve System • Board Member, Crown Prince Akihito Scholarship Foundation • Member of the Advisory Board, Chaminade University • Member of the Advisory Board, University of Hawaii, Shidler College of Business • Leadership Committee Member, Hawaii Economic Collaborative EDUCATION • M.B.A., Cornell University • Bachelor’s degree in Applied Mathematics, University of California, Los Angeles QUALIFICATIONS • Mr. Harrison’s qualifications to serve on the Board include his operating, management and leadership experience as First Hawaiian Bank’s Chairman, President and Chief Executive Officer, as well as his prior experience as First Hawaiian Bank’s Chief Operating Officer and as its Chief Risk Officer. • Mr. Harrison has extensive knowledge of, and has made significant contributions to, the growth of First Hawaiian and First Hawaiian Bank. • Mr. Harrison also brings to First Hawaiian’s Board his expertise in the financial services industry generally and in Hawaii in particular. |

  24. DIRECTOR NOMINEE BIOGRAPHIES

    | 16 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  25. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Compensation | Faye W. Kurren | Age 74 Independent Director since 2018 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2018 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2005 to present) • Currently serves on the Senior Trust Committee of the Board of Directors of the Bank HAWAII DENTAL SERVICE, a Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in Hawaii • President and Chief Executive Officer (2003 to 2014, upon retirement) TESORO HAWAII, LLC, a former subsidiary of Marathon Petroleum (f/k/a Tesoro Corporation and Andeavor) • President (1998 to 2003) OTHER ENGAGEMENTS • Director, First Insurance Company of Hawaii • Past Chairperson of the Hawaii State Commission on the Status of Women • Past Chairperson, University of Hawaii Foundation • Past Chairperson, Hawaii State Chapter of the American Red Cross | EDUCATION • J.D., University of Hawaii • Masters of Arts in Sociology, University of Chicago • Bachelor of Arts in Sociology, Stanford University QUALIFICATIONS • Ms. Kurren’s experience as the president and chief executive officer of a major, local healthcare insurance company provides her with extensive experience in an important local industry and provides the Board with expertise in management and corporate governance matters. • In addition, having served as the president of the subsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as one of four audit committee financial experts serving on the Audit Committee. |

  26. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 17 |

  27. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Corporate Governance and Nominating | James S. Moffatt | Age 66 Independent Director since 2021 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) DELOITTE CONSULTING, a leading international consulting business • Vice Chairman, global consulting business (2018, upon retirement) • Chief Executive Officer, global consulting business (2015-2017) • Chairman and Chief Executive Officer, US consulting business (2011-2015) OTHER ENGAGEMENTS • Current director of Optiv, a cybersecurity solutions integrator • Current director of Icertis, a contract lifecycle management company • Current director of AmplifAI, a cloud-based software company leveraging artificial intelligence to improve sales and service • Current director of Henry Schein One, LLC, a software and services company for the dental industry • Current director of Ness Digital Engineering, a digital engineering firm offering digital advisory through scaled engineering services • Current director of H20K Innovations, a company that helps businesses optimize industrial liquid and fluid systems using artificial intelligence-enabled precision automation • Advisor to various private equity and venture capital investment firms and an advisor to, or on the advisory board of, a number of their portfolio companies | • Director of Digital Transformation Opportunities Corp., a publicly traded blank check company formed for the purpose of effecting a merger, stock exchange, asset purchase or other transaction with one or more businesses, from 2021 to 2023 EDUCATION • M.B.A., UCLA Anderson School of Management • Bachelor’s degree, University of California, San Diego • Graduate of the Directors’ Consortium at Stanford University Graduate School of Business • Graduate of the Master Class of the National Association of Corporate Directors QUALIFICATIONS • Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience. • Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board. • Mr. Moffatt also provides the Board with audit and finance skills. |

  28. DIRECTOR NOMINEE BIOGRAPHIES

    | 18 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  29. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Audit | Mark M. Mugiishi | Age 65 Independent Director since 2022 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2022 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2022 to present) HAWAII MEDICAL SERVICE ASSOCIATION, a Hawaii medical insurer and independent licensee of the Blue Cross and Blue Shield Association • President and Chief Executive Officer (2020-present) • Interim President and Chief Executive Officer (2019-2020) • Executive Vice President and Chief Health Officer (2017-2019) • Executive Vice President, Chief Medical Officer and Chief Health Officer (2015-2017) ENDOSCOPY INSTITUTE OF HAWAII • Co-Founder EYE SURGERY CENTER OF HAWAII • Co-Founder OTHER ENGAGEMENTS • Medical Director, Hawaii Technology Accelerators • General Surgeon for over 30 years • Associate Chair, Department of Surgery and Director of Surgical Education, University of Hawaii Medical School • Iolani School, Board Chair • BlueCross BlueShield Association, Board member • Ignite Coalition, BlueCross BlueShield, Board Chair • Blood Bank of Hawaii, Board member • Hawaii Cancer Consortium, Board member • Hawaii Business Roundtable, Board member • HMSA Foundation, Board member | EDUCATION • M.D. degree, Northwestern University Feinberg School of Medicine • Bachelor of Science, degree in Medicine, Northwestern University Honors program QUALIFICATIONS • Dr. Mugiishi’s experience as the president and chief executive officer of a major, local healthcare insurance company provides him with extensive experience in an important local business and in a regulated industry, provides him with a wealth of experience in management, business, and finance. • Dr. Mugiishi’s role as president and chief executive officer Blue Cross Blue Shield Association’s Hawaii health insurance independent licensee gives him exposure to national issues that give him a broad perspective that he can bring to his role with First Hawaiian. • As a lifelong Hawaii resident and prominent Hawaii healthcare practitioner, Dr. Mugiishi has developed extensive local contacts and knowledge of our core market area. |

  30. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 19 |

  31. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Compensation | Kelly A. Thompson | Age 55 Independent Director since 2021 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2021 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2021 to present) WALMART, INC., a national retailer • Senior Vice President and Chief Operating Officer of Samsclub.com, a Walmart, Inc. subsidiary, and member of Sam’s Club Leadership Committee, responsible for e-commerce merchandising, business intelligence, marketing, supply chain and business operations (2017-2019, upon retirement) • Senior Vice President, Global Category Development, Global eCommerce (2015-2017) • Increasing levels of responsibility concluding as Senior Vice President, Merchandising, Planning and Marketplace for Walmart.com (2007-2014) GAP, INC. • Various merchandising leadership roles (1997-2007) OTHER ENGAGEMENTS • Current Director and Member of the Nominating and Governance Committee and the Audit Committee of a.k.a. Brands Holding Corp., a publicly traded direct-to-consumer fashion brands company based in San Francisco, California • Director of Turtle Beach Corporation, a publicly traded global gaming accessory company in White Plains, New York, from 2019 to 2022 | EDUCATION • Bachelor of Science degree in Biology, University of California, San Diego • Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute QUALIFICATIONS • Ms. Thompson’s experience as the leader of the e-commerce division of SamsClub.com provides her with extensive knowledge and valuable experience with respect to the digital customer experience. • Ms. Thompson also brings to the Board insights into online sales and marketing through her diverse retail experience with SamsClub.com, Walmart, Inc. and Gap, Inc. • As the leader of a complex retail platform, Ms. Thompson provides the Board with substantial leadership and management skills. |

  32. DIRECTOR NOMINEE BIOGRAPHIES

    | 20 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  33. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Compensation • Corporate Governance and Nominating | Vanessa L. Washington | Age 65 Independent Director since 2020 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2020 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (October 2020 to present) BANK OF THE WEST, San Francisco, California • Senior Executive Vice President, General Counsel and Corporate Secretary (2006 to October 2020, upon retirement). Served in various capacities, including executive responsible for Information and Physical Security, Compliance and Corporate Social Responsibility CATELLUS DEVELOPMENT CORPORATION, a publicly traded REIT, San Francisco, California • General Counsel (2001 to 2005). Also responsible for Human Resources, Compliance and Environmental Groups CALIFORNIA FEDERAL BANK, San Francisco, California • Senior Vice President, Associate General Counsel and Secretary (1992 to 2001); responsible for corporate, securities and real estate legal services | OTHER ENGAGEMENTS • Current Director and Member of the Nominating & Governance and Compensation & Human Capital Committees of the Board of Directors of CSAA Insurance Exchange • Member of the Audit Committee, Habitat for Humanity of the Greater Bay Area EDUCATION • J.D., University of California Berkeley School of Law • Bachelor’s degree, University of North Carolina, Chapel Hill QUALIFICATIONS • Ms. Washington’s over 20 years of banking industry experience, including 16 years in a senior position with a major US banking subsidiary of one of the largest banking organizations in the world, as well as her service with a publicly traded corporation, provide her with valuable insights and perspective on a number of areas relevant to First Hawaiian. |

  34. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 21 |

  35. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Risk | C. Scott Wo | Age 59 Independent Director since 2018 | | | BACKGROUND FIRST HAWAIIAN, INC. • Member of the Board of Directors (2018 to present) FIRST HAWAIIAN BANK • Member of the Board of Directors (2014 to present) C.S. WO & SONS, LTD., his family’s home furnishings enterprise founded in 1909 • Owner (1981 to present) KUNIA COUNTRY FARMS, one of the largest aquaponics farms in the State of Hawaii • Partner/Manager (2010 to present) COLUMBIA BUSINESS SCHOOL, New York City • Adjunct Professor of Management (2018 to present) OTHER ENGAGEMENTS • Current Finance Committee Chair, Takitani Foundation • Current member of the Advisory Board, American Red Cross, Hawaii State Chapter • Trustee and Immediate Past Chair, University of Hawaii Foundation | EDUCATION • Ph.D. in Finance, the Anderson School at UCLA • M.B.A., Columbia Business School at Columbia University • Bachelor of Science in Economics, the Wharton School at the University of Pennsylvania QUALIFICATIONS • Dr. Wo brings entrepreneurial and business-building skills and experience to First Hawaiian through his experience as an owner of a large local furniture business. • In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Dr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees. |

  36. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The following table lists the individuals who received compensation in 2024 for their service as directors of First Hawaiian. Any FHI director who also serves on the board of directors of the Bank does not receive any director compensation for service on the board of directors of the Bank except as specifically noted below. Any director who is an officer of the Company does not receive any director compensation.

  37. 2024 DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Tertia M. Freas | 20,000 | 36,446 | 2,118 | 58,564 | | Michael K. Fujimoto | 91,250 | 69,984 | 2,118 | 163,352 | | Faye W. Kurren | 90,000 | 69,984 | 8,118 | 168,102 | | James S. Moffatt | 105,250 | 69,984 | 2,118 | 177,352 | | Mark M. Mugiishi | 87,500 | 69,984 | 2,118 | 159,602 | | Kelly A. Thompson | 86,250 | 69,984 | 2,118 | 158,352 | | Allen B. Uyeda | 134,375 | 69,984 | 2,118 | 206,477 | | Vanessa L. Washington | 103,000 | 69,984 | 2,118 | 175,102 | | C. Scott Wo | 115,250 | 69,984 | 2,118 | 187,352 |

  38. 2024 DIRECTOR COMPENSATION

    (1) Ms. Freas was appointed as a director on October 15, 2024. (2) The amounts in this column represent annual cash retainers, committee chair and committee membership fees. (3) The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted in 2024 pursuant to the First Hawaiian, Inc. Amended & Restated 2016 Non-Employee Director Plan. Awards generally vest and settle on the earlier of one year after grant or the date of the next annual meeting of stockholders. Aggregate unvested restricted stock unit awards outstanding as of December 31, 2024 are 3,151 for each of Directors Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo, respectively, and 1,506 for Director Freas. (4) For each of Directors Freas, Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo, “All Other Compensation” reflects a noncash gift valued at $2,118 provided to First Hawaiian Bank directors. For Director Kurren, “All Other Compensation” also includes $6,000 in fees for attendance at Bank director committee meetings. In making decisions concerning compensation for non-employee directors, the Compensation Committee considers the director compensation levels and practices of peer companies and whether compensation recommendations align with the interests of our stockholders. The Compensation Committee seeks to ensure that total non-employee director compensation is competitive with the compensation levels for directors at peer institutions. In 2024, Pay Governance, the then-serving compensation consultant to the Compensation Committee analyzed the competitive position of our director compensation program against the same peer group used for executive compensation purposes and examined how each element of our director compensation program compared to those for members of the peer group. Following its review of this analysis, the Committee determined to make changes to certain supplemental cash retainers as part of the director compensation program, as set forth below. The Compensation Committee intends to review its director compensation practices at least every third year.

  39. 2024 DIRECTOR COMPENSATION

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 33 |

  40. 2024 DIRECTOR COMPENSATION

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

  41. 2024 DIRECTOR COMPENSATION

    | Non-Employee Director Service | Annual Cash Retainer ($) | Annual Equity Compensation Grant Value ($) | Attendance Fee ($) | | Board member | 65,000 | 70,000 | | | Supplemental Cash Retainers: | | | | | Chair of the Audit and Risk Committees | 24,000(1) | | | | Member of the Audit and Risk Committees | 15,000(2) | | | | Chair of the Compensation Committee | 20,000 | | | | Member of the Compensation Committee | 10,000 | | | | Chair of the Corporate Governance and Nominating Committee | 17,500(3) | | | | Member of the Corporate Governance and Nominating Committee | 8,000 | | | | Lead Independent Director | 35,000 | | | | Additional attendance fee: | | | | | Attendance at any meeting of any other committee that may be constituted from time to time, including a committee of the Bank’s board of directors | | | 1,500 |

  42. 2024 DIRECTOR COMPENSATION

    (1) For the Chair of the Risk Committee, increased from $20,000, effective October 1, 2024. (2) For Risk Committee members, increased from $10,000, effective October 1, 2024. (3) Increased from $16,000, effective October 1, 2024 We also reimburse all directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors. Our Board adopted the First Hawaiian, Inc. 2016 Non-Employee Director Plan in 2016 and amended and restated such plan effective April 21, 2021. Equity awards granted to date under this plan have been in the form of restricted stock units that vest and settle in shares of common stock within a period of time after the grant date, subject to continued service (or upon an earlier change in control). Awards were granted in 2024 to reflect service as a director for each director’s term as director commencing upon election at the 2024 annual meeting of stockholders and expiring at the Annual Meeting, except that Director Freas, who joined the Board of Directors on October 15, 2024, received a pro rated award reflecting the portion of the 2024-2025 term that she is expected to serve. For 2024, we granted 3,151 shares of our common stock underlying restricted stock units to each of Directors Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo, and 1,506 shares to Director Freas.

  43. 2024 Compensation Summary

    | Annual Bonus Plan | | | Target Annual Bonus | • No increase for any NEO’s target annual bonus (as a percentage of base salary) | | 2024 Metrics | • 50% Core Net Income • 20% Asset Quality Metric • 30% Individual Performance | | 2024 Outcome | • Core Net Income Metric Payout Factor: 150% of target • Asset Quality Metric Payout Factor: 150% of target • Individual CEO Performance Payout Factor: 115% of target • CEO Payout: 140% of target • Payout for other NEO’s ranged from 141% to 150% |

  44. 2024 Compensation Summary

    | Long-Term Incentive Plan | | | 2024 Vehicles | • 60% Performance Share Units • 40% Restricted Stock Units | | 2024-2026 Performance Share Unit Metrics | • 70% Relative ROATE vs. Peer Group • 30% Relative ROATA vs. Peer Group • +/-25% Relative TSR modifier vs. KBW Index | | 2022-2024 Performance Share Unit Award Outcome | • NEO Payout Factor: 125.1% of target |

  45. Using Executive Compensation Design to Achieve Corporate Strategic Goals

    Using Executive Compensation Design to Achieve Corporate Strategic Goals The Committee designed our executive compensation program to incentivize performance that drives the achievement of financial goals and long-term strategic objectives, which closely align with stockholder value creation: • Focus on serving customers in our core markets in Hawaii, Guam and Saipan, while deploying excess liquidity into mainland loan growth • Employ a disciplined lending strategy, while maintaining asset quality • Use our relationship strategy to drive growth in loans, deposits and non-interest income • Manage expenses responsibly • Maintain strong capital and liquidity levels • Allocate capital efficiently to drive profitability • Retain sufficient capital to fund growth while returning excess capital to stockholders • Support long-term stockholder value creation through sustainable business practices The Committee also takes into account, among other factors, the recommendation of its compensation consultant, the voting results on the say-on pay proposal at our most recent annual meeting of stockholders and the views expressed by investors during our annual stockholder outreach. For 2024, after considering the recommendations of the compensation consultant and the CEO, the Committee elected to make a change to the annual bonus plan to widen the range in which a bonus can be paid. For the core net income (“Core Net Income”) component of the bonus plan, which comprises 50% of the annual bonus, the Compensation Committee lowered the threshold payout from 95% of target Core Net Income to 90%, while also raising the maximum payout threshold from 105% of target Core Net Income to 110%. The effect of these was to increase the likelihood that management will earn some payout related to achievement of Core Net Income goals but decreasing the likelihood they will earn the maximum payout attributable to such goals. Consistent with investor feedback, which was generally supportive of our compensation programs with no specific criticisms raised, and given the greater than 98% approval received on our say-on-pay proposal at the 2024 annual meeting of stockholders, the Committee did not make any other changes for 2024 based on the results of the vote. See “—2024 Stockholder Outreach” on page 46 for further information regarding our stockholder outreach program. With respect to the performance-based component of long-term equity compensation, consistent with 2023, the Committee set relative performance targets tied to core return on average tangible equity (ROATE) (70%) and core return on average tangible assets (ROATA) (30%). In choosing these metrics, the Committee wanted to promote the thoughtful allocation of capital and also sought to incentivize the return of excess capital. Financial institutions with high ROATEs generally are deploying their capital in a manner to generate strong returns, while returning to stockholders capital that does not generate robust returns. ROATA is a measure of risk management. To generate a competitive ROATA, management must be thoughtful about the types of assets placed on the balance sheet, balancing risk weightings of assets with expected returns. The Committee elected to use core measures of ROATE and ROATA to reward steady, enduring performance

  46. Using Executive Compensation Design to Achieve Corporate Strategic Goals

    and to ensure that the management team was not unduly rewarded or penalized for one-time events, which often are outside of their control. The Committee believes the use of core ROATE and core ROATA to reward long-term performance would incentivize management to seek strong returns while appropriately considering risk and disincentivizing excessive leverage. Core ROATE and core ROATA are non-GAAP measures; please see Annex A for an explanation and reconciliation of these measures to GAAP. In addition, the Committee elected to subject performance-based awards to a total shareholder return (“TSR”) modifier, whereby LTIP awards will be increased or decreased by up to 25% based on First Hawaiian’s total shareholder return relative to the total shareholder return of peer companies. While promoting long-term strategic goals, the Committee also prioritized short-term objectives by tying annual bonus payouts to Core Net Income, asset quality and individual performance goals. Core Net Income targets reflect management’s ability to meet budget expectations, while asset quality metrics ensure sound credit decisions, and risk management reinforces disciplined oversight in lending decisions. In addition, to further drive accountability, the Committee maintained an individual performance component in the annual bonus formula.

  47. 2024 Compensation Framework

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

  48. Compensation Governance Practices

    | Practices We Employ | Practices We Avoid | | Substantial portion of pay in the form of variable, performance-based awards 60% of long-term incentives in performance-based awards 56% of CEO’s 2024 compensation was performance-based Stock ownership guidelines for our executives and non-employee directors Engage with stockholders on governance and compensation Double-trigger vesting for executive change-in-control payments Clawback policies that apply to cash and equity compensation (including both performance- and time-based incentive awards) Independent compensation consultant and independent Board Compensation Committee Annual risk assessment of compensation policies and program design Annual evaluation of our peer group to ensure ongoing relevance of each peer member Strong risk and control policies and consideration of risk management factors in making compensation decisions | Prohibit hedging, speculative trading or pledging of shares of Company stock held by employees or directors No gross-up of severance payments or benefits for excise taxes No discounting, reloading or repricing of stock options without stockholder approval No automatic share replenishment (evergreen) provisions in any share-based plans No single-trigger vesting of equity-based awards held by executives upon change in control No new benefit accruals under executive pensions No multi-year compensation guarantees that could incentivize imprudent risk-taking |

  49. Role of the Compensation Consultant and Independence

    Role of the Compensation Consultant and Independence Until September 2024, the Compensation Committee retained the services of Pay Governance as a compensation consultant to provide independent counsel and advice on compensation matters. Pay Governance provided the following services to the Compensation Committee that informed decisions in 2024: • Reviewed the benchmarking approach, including recommending changes to the custom industry peer group; • Conducted a competitive market assessment of First Hawaiian’s non-employee director and executive compensation levels and structure, including an examination of market trends and best practices in the banking industry; • Advised on the design and structure of the incentive compensation programs for executives, including with respect to total cash compensation, equity compensation, and assessment of perquisites, retirement benefits and bonuses for NEOs; and Administered the annual CEO performance evaluation on behalf of the Board of Directors.

  50. Role of the Compensation Consultant and Independence

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 43 |

  51. Role of the Compensation Consultant and Independence

    In September 2024, the Compensation Committee retained Pearl Meyer to serve as its independent compensation consultant for the remainder of the year. Pearl Meyer administered the 2024 annual CEO performance evaluation process on behalf of the Board of Directors and provided the following services in preparation for 2025 decisions: • Reviewed the benchmarking approach, including reviewing and providing recommendations with respect to the custom industry peer group; • Conducted a competitive market assessment of First Hawaiian’s executive compensation levels and structure, including an examination of market trends and best practices in the banking industry; and • Advised on the design and structure of the 2025 incentive compensation programs for executives, including the NEOs. The independent compensation consultant provides the Company with annual executive market assessments and periodic Board market assessments that include, but are not limited to, assessments of First Hawaiian’s financial performance and compensation programs relative to its peers and a review of equity compensation and Board and committee compensation. The annual executive and director compensation assessments provided by the compensation consultant provide the Compensation Committee with a broad array of information from which to assess the competitiveness of our compensation programs and serve as foundational context for compensation decisions. The independent compensation consultant also attends Compensation Committee meetings upon request. While the Compensation Committee considers input from the compensation consultant when making compensation decisions, the Compensation Committee’s final decisions reflect many factors and considerations. The Compensation Committee annually reviews the independence of its compensation consultant. In 2024 the Compensation Committee considered First Hawaiian’s respective relationship with each of Pay Governance and Pearl Meyer, assessed the independence of each consultant pursuant to NASDAQ and Exchange Act rules, and concluded that there are no conflicts of interest that would preclude either compensation consultant from independently advising the Compensation Committee.

  52. Benchmarking Compensation

    Benchmarking Compensation Competitive market data serves as a reference point in evaluating our executive compensation levels and practices. We use this data to understand how similarly situated companies in the banking industry deliver pay. However, we do not set the compensation of our executives to specifically target a precise percentile or range of compensation in the market. Rather, the market data is evaluated in conjunction with other factors, such as internal equity considerations, individual performance and experience in role, in setting target compensation levels for our NEOs. The Compensation Committee approved the 2024 peer group in July 2023 based upon a recommendation from Pay Governance for purposes of making compensation decisions for 2024. We identified our 2024 peer group based on the following characteristics: • Banks of comparable size, with total assets, net income, and total deposits generally between 0.5x to 2.0x of First Hawaiian • Banks of comparable financial leverage and performance In some cases, companies with comparable business model, operations and geographic locations

  53. Benchmarking Compensation

    | 44 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  54. Benchmarking Compensation

    Based on this review, the Compensation Committee approved the removal of Umpqua Holdings Corporation, which was merged into another institution. The Compensation Committee approved the addition of Atlantic Union Bankshares and Fulton Financial Corporation due to their financial alignment.

  55. Benchmarking Compensation

    | – 1 removed | + 2 added | | • Umpqua Holdings Corporation | • Atlantic Union Bankshares • Fulton Financial Corporation |

  56. Benchmarking Compensation

    The peer group used for benchmarking compensation for 2024 pay decisions consisted of the companies set forth in the table below:

  57. 2024 COMPENSATION PEER GROUP

    2024 COMPENSATION PEER GROUP

  58. 2024 COMPENSATION PEER GROUP

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

  59. 2024 COMPENSATION PEER GROUP

    In addition to data from the custom peer group, the Compensation Committee also reviews data from proprietary industry survey sources to gain a broader perspective on pay levels and practices for specific positions, particularly positions below the NEO level.

  60. 2024 COMPENSATION PEER GROUP

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 45 |

  61. Annual Bonus Plan

    Annual Bonus Plan We make annual bonus awards under the First Hawaiian, Inc. Bonus Plan (the “Bonus Plan”). Annual bonus awards are determined based on achievement of both Company and individual performance goals generally established during the first quarter of each year for the applicable performance period, but our Compensation Committee retains discretion to determine the final award amount for each NEO. For 2024 annual bonus awards, the Compensation Committee established the following Company financial performance targets for all NEOs and individual performance goals for the CEO, as further described below: (1) Individual metrics for other NEOs are described below. Represents a non-GAAP measure. Please see Annex A for further explanation and a reconciliation.

  62. Annual Bonus Plan

    | 48 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  63. Annual Bonus Plan

    The annual bonus plan uses Core Net Income as the primary performance metric (determines 50% of the annual bonus payout) to incentivize management to take actions that enhance core financial performance, rather than actions that would generate one-time, unrepeatable income realization. The Core Net Income metrics used to determine the 2024 annual bonus awards are presented in the table below:

  64. Annual Bonus Plan

    | Performance Level | FY2024 Core Net Income ($, in thousands) | | Payout Factor as % of Target Award Attributable to Core Net Income | | Maximum (110% of Target) | | 251,239 | 150% | | Target | | 228,399 | 100% | | Threshold (90% of Target) | | 205,559 | 50% | | Below Threshold | < $ | 205,559 | 0% |

  65. Annual Bonus Plan

    (1) Payouts for results between the stated performance levels are interpolated on a straight-line basis. The Core Net Income target is an absolute metric and is set by the Committee early in the fiscal year based on our budget, which is approved annually by the Board of Directors at its December meeting. The Committee selected a Core Net Income target for 2024 of $228.4 million. In December 2023, when the Board of Directors approved our budget from which the Core Net Income target for 2024 was derived, market expectations were for five interest rate cuts by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) during 2024. Interest rate cuts can significantly reduce our net interest income, as a greater amount of our loans, consisting primarily of commercial and industrial loans and commercial real estate loans that carry adjustable rates, relative to our deposits, adjust with interest rate cuts by the Federal Reserve. Based on those prevailing economic conditions, the Committee anticipated that Core Net Income for 2024 would decline significantly relative to net interest income earned during the rising interest rate environment that prevailed in 2023. During 2024, higher inflation persisted longer than anticipated, and the Federal Reserve made only two interest rate cuts, thereby contributing to higher than anticipated net interest income. Moreover, the management team was able to reduce deposit rates significantly during the year and also managed expenses extremely well, as noninterest expense remained virtually flat in 2024 relative to 2023. These actions contributed to the outperformance on the Core Net Income metric for 2024. We selected the Asset Quality Metric as a second financial performance metric for our 2024 annual bonus payments (determines 20% of the annual bonus payout) to reward the management team should it succeed in maintaining our high asset quality standards during a period in which prevailing macro-economic conditions might be expected to result in asset quality deterioration on a system-wide basis. The Asset Quality Metric we selected was (average non-performing assets plus performing loans and leases 90 days or more delinquent) divided by (average loans and leases). The asset quality goals used to determine 2024 annual bonus payouts are presented in the table below:

  66. ASSET QUALITY METRIC

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

  67. ASSET QUALITY METRIC

    | Performance Level | 2024 Results ($ in thousands) | % of Specific Component Earned | Payout Factor as a % of Target Award | | Core Net Income (50% weight) | • $252,847 • 110.7% of target | 150% | 75% | | Asset Quality Metric (20% weight) | • 0.16% | 150% | 30% |

  68. ASSET QUALITY METRIC

    Our NEOs are also evaluated on their individual performance, which determines 30% of the annual bonus payouts. Individual performance is evaluated across the following areas key to our business: • execution on strategic priorities • strategic planning and leadership • financial management • stockholder/investor relations • regulatory relations • talent management and organization effectiveness The Chief Executive Officer evaluates the performance of each of his direct reports (including each of Messrs. Moses, Dods, Arizumi and Char); and makes a recommendation to the Compensation Committee on the individual payout factor for each NEO (other than himself). For the CEO, the Compensation Committee reviews the results of an individual performance assessment that solicits feedback from each director regarding the CEO’s performance within the performance categories detailed above, as well as an overall qualitative performance assessment which may cover areas outside of these categories. For 2024 annual bonus payouts, each NEO’s performance was assessed during the first quarter of 2025. The individual assessment considers the totality of the NEO’s performance, rather than assigning weightings to each of the individual performance factor categories detailed above, and took the following into account when considering individual performance for 2024:

  69. Long-Term Equity Awards

    Long-Term Equity Awards Our NEOs receive grants of long-term, equity incentive compensation. These awards include performance-based awards under the First Hawaiian, Inc. Long Term Incentive Plan (the “LTIP”) and awards that vest over a period of time. The Compensation Committee sets performance goals under the LTIP for overlapping three-year performance periods. Similar to 2023, in 2024, the Compensation Committee decided to grant LTIP awards in the form of performance share units and grant time-based restricted stock units under the Omnibus Plan. For 2024, 60% of equity awards consisted of performance share units and 40% consisted of restricted stock units.

  70. Performance Share Units

    Performance Share Units The performance share units awarded for the 2024-2026 cycle (the “2024-2026 LTIP Awards”) provide for cliff vesting following the end of a three-year performance period, and can be earned between 0-200% of target based on performance. Performance is measured solely on a relative basis using two core return metrics and a modifier as follows: • 70% earned based on Return on Average Tangible Equity (ROATE) vs. Compensation Peer Group • 30% earned based on Return on Average Tangible Assets (ROATA) vs. Compensation Peer Group • +/-25% modified based on the Company’s TSR vs. KBW Regional Bank Index. Using the weightings presented above, ROATE, ROATA and TSR will be measured using the same performance schedule with the following associated payout factors:

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

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

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

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

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

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

  74. 2024 NEO Long-Term Equity Awards

    2024 NEO Long-Term Equity Awards The following awards were granted in 2024 to the NEOs:

  75. 2024 NEO Long-Term Equity Awards

    | Named Executive Officer | Number of Performance Share Units | Number of Restricted Stock Units | Total Grant Date Fair Value(1) ($) | | Robert S. Harrison | 72,115 | 48,077 | $2,499,994 | | James M. Moses | 20,192 | 13,461 | 699,983 | | Christopher L. Dods | 21,634 | 14,423 | 749,985 | | Alan H. Arizumi | 8,654 | 5,769 | 299,998 | | Neill A. Char | 8,654 | 5,769 | 299,998 |

  76. 2024 NEO Long-Term Equity Awards

    (1) The amounts in this column represent the grant date fair value, assuming target performance for the 2024-2026 LTIP Awards, as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

  77. Results of 2022-2024 LTIP Performance Cycle

    Results of 2022-2024 LTIP Performance Cycle In 2022, the Performance Share Unit Awards granted to the NEOs were based on ROATE and ROATA plus a TSR modifier, the achievement of which resulted in a payout of 125.1% of target shares awarded, as presented in the table below:

  78. Results of 2022-2024 LTIP Performance Cycle

    | Performance Measure (% weight) | Payout Schedule | Actual Results | Award Earned (% of Target) | Total Shares Earned | | Return on Average Tangible Stockholders’ Equity Relative to the Peer Group (70%) | ≥ 75th Percentile: 200% 50th Percentile: 100% 30th Percentile: 50% < 30th Percentile: 0% | ROATE: 54.45% Percentile 83rd | 140% of Target | Unmodified Results: 161.7% | | Return on Average Tangible Assets Relative to the Peer Group (30%) | | ROATA: 3.27% Percentile: 39th | 21.7% of Target | | | Relative Total Shareholder Return (TSR) Modifier | ≥75th Percentile: x125% 50th Percentile: x100% ≤30th Percentile: x75% | FHI TSR: 5.05% Percentile: 32nd | 77.39% | Modified Results: 125.1% |

  79. Results of 2022-2024 LTIP Performance Cycle

    As a result of this performance, the NEOs earned the following Performance Share Unit awards for the 2022 to 2024 performance cycle:

  80. Results of 2022-2024 LTIP Performance Cycle

    | Named Executive Officer | Number of Performance Share Unit Awards Earned | | Robert S. Harrison | 52,544 | | James M. Moses | —(1) | | Christopher L. Dods | 17,077 | | Alan H. Arizumi | 7,224 | | Neill A. Char | 6,567 |

  81. Results of 2022-2024 LTIP Performance Cycle

    (1) Mr. Moses joined the Company in 2023 and therefore was ineligible to receive Performance Share Unit awards for the 2022 to 2024 performance cycle.

  82. Policies Related to Timing of Grant of Certain Equity Awards

    Policies Related to Timing of Grant of Certain Equity Awards We historically have not granted, and currently have no plans to grant, option awards and, consequently, we have not adopted a policy with respect to the timing of option awards relative to the disclosure of material nonpublic information.

  83. Policies Related to Timing of Grant of Certain Equity Awards

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 53 |

  84. Employment Agreements, Offer Letters and Severance Payments

    Employment Agreements, Offer Letters and Severance Payments

  85. Employment Agreement with Mr. Harrison

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

  86. Offer Letter with Mr. Moses

    Offer Letter with Mr. Moses In connection with his appointment as Vice Chairman and Chief Financial Officer of the Company and the Bank, Mr. Moses entered into an offer letter with the Company on December 14, 2022. Mr. Moses’s offer letter provides for a base salary of $475,000 and an annual bonus equal to 75% of his base salary. Mr. Moses is eligible to participate in the Company’s Long-Term Incentive Plan. In addition, Mr. Moses became entitled to a one-time sign-on cash award of $700,000 upon joining the Company, of which $500,000 was paid on the first regularly scheduled pay date following the commencement of employment. The remaining $200,000 was paid in the form of restricted stock units that vested 50% on the first anniversary of his employment start date and 50% on the second anniversary of his employment start date. Mr. Moses receives an annual $7,200 automobile allowance and is eligible to participate in the Company’s benefit plans, including the Executive Severance Plan.

  87. Other Retirement and Deferred Compensation Arrangements

    Other Retirement and Deferred Compensation Arrangements In connection with the IPO, we adopted the First Hawaiian, Inc. Deferred Compensation Plan (2016 Restatement) (the “First Hawaiian, Inc. DCP”) effective December 13, 2016 for First Hawaiian participants. We also maintain the First Hawaiian Bank Deferred Compensation Plan (the “First Hawaiian Bank DCP”) and the First Hawaiian, Inc. Supplemental Executive Retirement Plan (the “SERP”). Under the First Hawaiian, Inc. DCP, the Compensation Committee of our Board may designate employees for retirement contributions and participants may defer portions of their base salary or cash-based incentive award. Messrs. Harrison, Moses, Dods, Arizumi and Char participate in the First Hawaiian, Inc. DCP. Mr. Arizumi received a retirement contribution under the First Hawaiian, Inc. DCP for 2024. Under the First Hawaiian Bank DCP, participating employees may defer a portion of their base salary or incentive compensation. Each participant’s account is increased or decreased by the interest credited or debited to such account as though the balance of that account had been invested in the applicable investment funds or indices chosen by the participating employee. Under the First Hawaiian Bank DCP, the Compensation Committee may also, in its discretion, designate employees on whose behalf First Hawaiian Bank may make executive retirement contributions. For 2024, Messrs. Harrison, Moses, Dods and Char received an executive retirement contribution under the First Hawaiian Bank DCP equal to 7.5% of base salary and any incentive compensation payments, excluding LTIP awards. Such retirement contributions vest over five years of service with First Hawaiian Bank with automatic vesting upon attainment of age 65, disability or death prior to termination of employment. Executive retirement contributions are paid in either a lump sum or annual installments, as elected by the executive. Effective July 1, 2019, the SERP was frozen and all accruals of benefits, including service accruals, ceased. The SERP is a non-qualified plan under which participating executives generally receive a benefit equal to a percentage of the average annual rate of compensation earned during the 60 consecutive calendar months out of the last 120 calendar months of employment or, following the SERP freeze date, ending prior to July 1, 2019, that results in the highest average, subject to reduction in the case of early retirement. Mr. Harrison is the only NEO that participates in the SERP, which is frozen to new participants, and he will receive a benefit equal to a percentage of the highest consecutive 12 months of compensation earned during his 60 months of service prior to July 1, 2019, subject to reduction in the case of early retirement. The target percentage is 60% multiplied by a fraction based on credited years of service as of July 1, 2019 under the SERP. The benefit is also reduced by Company contributions to benefits received pursuant to other retirement plans, including, among others, the 401(k) Plan, the Future Plan, and 50% of an executive’s monthly primary social security benefit, determined as if the executive was age 65. SERP participants may elect to receive benefits in a monthly annuity, monthly installments or a lump sum, subject to certain restrictions. Under the First Hawaiian, Inc. DCP, within thirty days after a “change in control of FHI,” any amounts credited to accounts of participants in each respective plan that have not previously been contributed to a trust are required to be contributed to a trust. Similarly, within thirty days after a “change in control of the Company” any amounts credited to accounts of participants in each respective plan who are employees of First Hawaiian Bank that have not previously been contributed to a trust are required to be contributed. “Change in control of the Company,” as used in the First Hawaiian, Inc. DCP, generally means: (i) any person, other than an affiliate or trustee or other fiduciary holding shares under an employee benefit plan, becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of First Hawaiian, Inc., (ii) a merger or consolidation of First Hawaiian, Inc., as a result of which either: any person, other than an affiliate, becomes the beneficial owner of more

  88. Summary Compensation Table

    Summary Compensation Table The following table presents information with respect to our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  89. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Robert S. Harrison Chairman, President and Chief Executive Officer | 2024 | $1,037,993 | $1,448,000 | $2,499,994 | $210,031 | $181,955 | $5,377,973 | | | 2023 | 1,032,954 | 638,366 | 2,299,977 | 1,142,308 | 253,250 | 5,366,855 | | | 2022 | 1,001,300 | 1,310,088 | 1,999,986 | — | 239,761 | 4,551,135 | | James M. Moses Vice Chairman and Chief Financial Officer | 2024 | 482,197 | 512,359 | 699,983 | — | 83,394 | 1,777,933 | | | 2023 | 475,304 | 195,938 | 669,977 | — | 61,606 | 1,402,825 | | Christopher L. Dods Vice Chairman and Chief Operating Officer | 2024 | 584,586 | 620,227 | 749,985 | — | 116,566 | 2,071,364 | | | 2023 | 569,169 | 301,877 | 699,984 | — | 145,728 | 1,716,758 | | | 2022 | 525,000 | 556,875 | 649,996 | — | 119,223 | 1,851,094 | | Alan H. Arizumi Vice Chairman, Wealth Management Group | 2024 | 540,520 | 534,927 | 299,998 | — | 116,656 | 1,492,101 | | | 2023 | 535,274 | 244,738 | 299,985 | — | 145,346 | 1,225,343 | | | 2022 | 518,073 | 466,732 | 274,986 | — | 135,250 | 1,395,041 | | Neill A. Char Vice Chairman, Retail Banking and Consumer Products Group | 2024 | 482,917 | 444,044 | 299,998 | — | 100,518 | 1,327,477 | | | 2023 | 475,000 | 185,250 | 299,985 | — | 129,450 | 1,089,685 |

  90. Summary Compensation Table

    (1) The amounts in this column represent annual incentive cash awards earned under the Bonus Plan. (2) The amounts in this column for fiscal years 2024, 2023 and 2022 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of (i) during fiscal year 2024, the 2024-2026 LTIP Awards and restricted stock units granted pursuant to the Omnibus Plan, (ii) during fiscal year 2023, performance share units granted pursuant to the LTIP for the 2023-2025 cycle (the “2023-2025 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan, and (iii) during fiscal year 2022, performance share units granted pursuant to the LTIP for the 2022-2024 cycle (the “2022-2024 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan. For further information regarding grant date fair value calculations, see Note 20 to the Consolidated Financial Statements included in First Hawaiian’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The LTIP Award amounts for each year reported are based on assumed performance achievement at 100%, which is the target level of performance share units that may be earned. Assuming 2024-2026 LTIP Award performance achievement of 200%, the highest level of performance share unit award amounts that may be earned, the amounts shown for 2024 would be $3,999,986, $1,119,976, $1,199,972, $480,001 and $480,001 for each of Messrs. Harrison, Moses, Dods, Arizumi and Char, respectively. Assuming 2023-2025 LTIP Award performance achievement of 200%, the highest level of performance share unit awards that may be earned, the amounts shown for 2023 would be $2,759,962, $803,951, $839,970, $359,972 and $359,972 for each of Messrs. Harrison, Moses, Dods, Arizumi and Char, respectively. Assuming 2022-2024 LTIP Awards performance achievement of 200%, the highest level of performance share unit awards that may be earned, the amounts shown for 2022 would be $2,399,994, $780,018 and $329,983 for each of Messrs. Harrison, Dods and Arizumi, respectively. The amounts in this column reflect the actuarial increase in the present value of benefits under the SERP. Mr. Harrison is the only NEO who participates in the SERP, and none of our NEOs received above-market earnings on their non-qualified deferred compensation accounts. The change in pension value represents the present value of future retirement benefits and does not represent any cash benefit to Mr. Harrison. The SERP was frozen and all accruals of benefits, including service accruals, ceased effective July 1, 2019. Therefore, any subsequent changes in the actuarial present value of an NEO’s accumulated benefit under the SERP would likely be attributable, primarily, to variations in the discount rate or modifications to actuarial assumptions. Mr. Harrison was not paid any compensation in respect of the SERP in 2024, 2023 or 2022, and will not be paid any amounts until his retirement or termination of employment

  91. Summary Compensation Table

    | 60 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  92. Summary Compensation Table

    with First Hawaiian. See “Compensation Discussion and Analysis—Other Benefits and Retirement Plans” and “—Change in CEO Pension Value in the Summary Compensation Table” for more information. (4) The items comprising “All Other Compensation” for 2024 are:

  93. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits(a) ($) | Contributions to Defined Contribution Plans(b) ($) | Insurance Premiums(c) ($) | Total ($) | | Robert S. Harrison | $15,537 | $151,602 | $14,816 | $181,955 | | James M. Moses | 16,550 | 59,539 | 7,305 | 83,394 | | Christopher L. Dods | 16,131 | 92,360 | 8,075 | 116,566 | | Alan H. Arizumi | 17,852 | 85,244 | 13,560 | 116,656 | | Neill A. Char | 17,428 | 75,987 | 7,103 | 100,518 |

  94. Summary Compensation Table

    (a) “Perquisites and Other Personal Benefits” include: for each NEO, Company provided parking, automobile allowance and related expenses, meals and club dues and fees. (b) Reflects Company contributions for Mr. Harrison under the 401(k) Plan ($17,250), the Future Plan ($8,625) and the First Hawaiian Bank DCP ($125,727); for Mr. Moses under the Future Plan ($8,625) and the First Hawaiian Bank DCP ($50,914); for Mr. Dods under the 401(k) Plan ($17,250), the Future Plan ($8,625) and the First Hawaiian, Inc. DCP ($66,485); for Mr. Arizumi under the 401(k) Plan ($17,250), the Future Plan ($8,625) and the First Hawaiian, Inc. DCP ($59,369) and for Mr. Char under the 401(k) Plan ($17,250), the Future Plan ($8,625) and the First Hawaiian, Inc. DCP ($50,112), as discussed under “—Compensation Discussion and Analysis—Other Benefits and Retirement Plans” above. (c) Reflects insurance premiums paid for the benefit of all of the NEOs in a group variable universal life insurance policy, an individual disability insurance policy and a group life insurance plan.

  95. Summary Compensation Table

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 61 |

  96. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth plan-based awards granted in 2024.

  97. 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock Awards(3) | | Robert S. Harrison | 2/28/24 | 36,058 | 72,115 | 144,230 | — | $1,499,992 | | | 2/28/24 | — | — | — | 48,077 | 1,000,002 | | James M. Moses | 2/28/24 | 10,096 | 20,192 | 40,384 | — | 419,994 | | | 2/28/24 | — | — | — | 13,461 | 279,989 | | Christopher L. Dods | 2/28/24 | 10,817 | 21,634 | 43,268 | — | 449,987 | | | 2/28/24 | — | — | — | 14,423 | 299,998 | | Alan H. Arizumi | 2/28/24 | 4,327 | 8,654 | 17,308 | — | 180,003 | | | 2/28/24 | — | — | — | 5,769 | 119,995 | | Neill A. Char | 2/28/24 | 4,327 | 8,654 | 17,308 | — | 180,003 | | | 2/28/24 | — | — | — | 5,769 | 119,995 |

  98. 2024 Grants of Plan-Based Awards

    (1) Represents the 2024-2026 LTIP Awards under the LTIP, which cliff vest within 60 days following December 31, 2026, the end of the three-year performance period, subject to achievement of performance and continued employment through the vesting date. (2) Represents restricted stock units granted under the Omnibus Plan that vest in three equal annual installments on each of February 28, 2025, February 28, 2026 and February 28, 2027 subject to continued employment through the applicable vesting date. The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718.

  99. 2024 Grants of Plan-Based Awards

    | 62 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  100. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End As of December 31, 2024, our NEOs held outstanding equity-based awards of First Hawaiian common stock as listed in the table below.

  101. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Robert S. Harrison | 9,335(2) | 242,243 | — | — | | | 52,544(3) | 1,363,517 | — | — | | | 22,954(4) | 595,656 | — | — | | | — | — | 103,292(5) | 2,680,427 | | | 48,077(6) | 1,247,598 | — | — | | | — | — | 144,230(7) | 3,742,769 | | James M. Moses | 6,687(4) | 173,528 | — | — | | | — | — | 30,088(5) | 780,784 | | | 13,461(6) | 349,313 | — | — | | | — | — | 40,384(7) | 1,047,965 | | | 3,837(8) | 99,570 | — | — | | Christopher L. Dods | 3,034(2) | 78,732 | — | — | | | 17,077(3) | 443,148 | — | — | | | 6,986(4) | 181,287 | — | — | | | — | — | 31,436(5) | 815,764 | | | 14,423(6) | 374,277 | — | — | | | — | — | 43,268(7) | 1,122,805 | | Alan H. Arizumi | 1,284(2) | 33,320 | — | — | | | 7,224(3) | 187,463 | — | — | | | 2,994(4) | 77,694 | — | — | | | — | — | 13,472(5) | 349,598 | | | 5,769(6) | 149,706 | — | — | | | — | — | 17,308(7) | 449,143 | | Neill A. Char | 1,168(2) | 30,310 | — | — | | | 6,567(3) | 170,414 | — | — | | | 2,994(4) | 77,694 | — | — | | | — | — | 13,472(5) | 349,598 | | | 5,769(6) | 149,706 | — | — | | | — | — | 17,308(7) | 449,143 |

  102. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) Based on the closing sale price of First Hawaiian common stock on NASDAQ of $25.95 per share on December 31, 2024. (2) Represents restricted stock units that vested on February 23, 2025, subject to continued employment through the applicable vesting date. Represents the 2022-2024 LTIP Awards at earned performance, which cliff vest within 60 days following December 31, 2024, the end of the three-year performance period, subject to continued employment through the vesting date.

  103. Outstanding Equity Awards at 2024 Fiscal Year End

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 63 |

  104. Outstanding Equity Awards at 2024 Fiscal Year End

    Represents restricted stock units that vest in two equal installments on each of February 22, 2025 and February 22, 2026, subject to continued employment through the applicable vesting date. (5) Represents the 2023-2025 LTIP Awards at maximum performance, which cliff vest within 60 days following December 31, 2025, the end of the three-year performance period, subject to continued employment through the vesting date. (6) Represents restricted stock units that vest in three equal annual installments on each of February 28, 2025, February 28, 2026 and February 28, 2027, subject to continued employment through the applicable vesting date. (7) Represents the 2024-2026 LTIP Awards at maximum performance, which cliff vest within 60 days following December 31, 2026, the end of the three-year performance period, subject to continued employment through the vesting date. (8) Represents restricted stock units granted in connection with the commencement of Mr. Moses’s employment as Vice Chairman and Chief Financial Officer that vested on January 3, 2025, subject to continued employment through the vesting date.

  105. 2024 Stock Vested

    2024 Stock Vested

  106. 2024 Pension Benefits

    2024 Pension Benefits The following table provides information as of December 31, 2024 with respect to each defined benefit or other pension plan that provides for pension benefits in which our NEOs participate. For 2024, Mr. Harrison was the only NEO who participated in the SERP. Effective July 1, 2019, the SERP was frozen, and all accruals of benefits, including pay and service accruals, ceased. For more information, see “—Compensation Discussion and Analysis—Other Benefits and Retirement Plans.” In 2022, the annual change in pension value was negative for Mr. Harrison. However, SEC regulations do not allow for inclusion of negative pension amounts in the Summary Compensation Table. See “Compensation Discussion and Analysis—Change in CEO Pension Value in the Summary Compensation Table” for more information.

  107. 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Robert S. Harrison | SERP | 27 | $13,430,874 | $— |

  108. 2024 Pension Benefits

    As of December 31, 2024

  109. 2024 Pension Benefits

    | 64 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  110. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table provides information with respect to each defined contribution or other plan that provides for nonqualified deferred compensation in which our NEOs participate. For 2024, Messrs. Harrison, Moses, Dods and Arizumi participated in the First Hawaiian, Inc. DCP, and Mr. Char participated in the First Hawaiian Bank DCP. Mr. Arizumi received a retirement contribution under the First Hawaiian, Inc. DCP, and Messrs. Harrison, Moses, Dods and Char participated in and received executive retirement contributions under the First Hawaiian Bank DCP. For more information, see “Compensation Discussion and Analysis—Other Benefits and Retirement Plans.”

  111. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2024 | Registrant Contributions in Fiscal Year 2024(1) | Aggregate Earnings (loss) in Fiscal Year 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at End of Fiscal Year 2024(2) | | Robert S. Harrison | $— | $125,727 | $204,496 | $— | $2,845,487 | | James M. Moses | — | 50,914 | 10,915 | — | 100,639 | | Christopher L. Dods | — | 66,485 | 149,019 | — | 797,176 | | Alan H. Arizumi | — | 59,369 | 173,355 | — | 3,401,761 | | Neill A. Char | 138,938 | 50,112 | 193,758 | — | 1,923,340 |

  112. 2024 Nonqualified Deferred Compensation

    (1) Amounts reported as contributions for the registrant are reported as “All Other Compensation” in the Summary Compensation Table for 2024. (2) Amounts reported here were not previously reported in the Summary Compensation Table.

  113. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  114. Outstanding Equity Awards

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

  115. Outstanding Equity Awards

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 67 |

  116. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table and footnotes describe certain potential payments that each NEO would receive upon certain terminations of employment, assuming that the termination event was effective as of December 31, 2024 and the value of our common stock of $25.95, the closing price of our common stock on December 31, 2024. For information regarding benefits that would be payable with respect to the SERP, First Hawaiian, Inc. DCP and First Hawaiian Bank DCP, see the “2024 Pension Benefits” and “2024 Nonqualified Deferred Compensation” tables on pages 64-65.

  117. Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Cash Severance(2) | Health and Welfare Benefits | Stock Awards(3) | Outplacement Benefits | Total | | Robert S. Harrison | | | | | | | Termination in Connection with a Change in Control(1) | $4,162,352 | $21,253 | $9,872,176(4) | $20,000 | $14,075,781 | | Termination without Cause or for Good Reason | 2,081,176 | — | — | — | 2,081,176 | | Retirement | — | — | 5,991,068 | — | 5,991,068 | | Death or Disability | — | — | 4,966,250 | — | 4,966,250 | | James M. Moses | | | | | | | Termination in Connection with a Change in Control(1) | 1,672,691 | 29,136 | 2,351,580(4) | 20,000 | 4,073,407 | | Termination without Cause or for Good Reason | 836,346 | — | — | — | 836,346 | | Retirement | — | — | 1,128,702 | — | 1,128,702 | | Death or Disability | — | — | 957,754 | — | 957,754 | | Christopher L. Dods(5) | | | | | | | Termination in Connection with a Change in Control(1) | 2,091,276 | 29,043 | 3,015,996(4) | 20,000 | 5,156,315 | | Termination without Cause or for Good Reason | 1,045,638 | — | — | — | 1,045,638 | | Retirement | — | — | 1,858,827 | — | 1,858,827 | | Death or Disability | — | — | 1,536,482 | — | 1,536,482 | | Alan H. Arizumi | | | | | | | Termination in Connection with a Change in Control(1) | 1,860,705 | 9,618 | 1,246,906(4) | 20,000 | 3,137,229 | | Termination without Cause or for Good Reason | 930,353 | — | — | — | 930,353 | | Retirement | — | — | 779,256 | — | 779,256 | | Death or Disability | — | — | 639,555 | — | 639,555 | | Neill A. Char | | | | | | | Termination in Connection with a Change in Control(1) | 1,595,128 | 21,253 | 1,216,726(4) | 20,000 | 2,853,107 | | Termination without Cause or for Good Reason | 797,564 | — | — | — | 797,564 | | Retirement | — | — | 724,755 | — | 724,755 | | Death or Disability | — | — | 609,375 | — | 609,375 |

  118. Potential Payments upon Termination or Change in Control

    (1) The severance amount included here assumes that there has been a “Change in Control” of the Company (as defined in the Executive Severance Plan) on December 31, 2024, the NEO has experienced a “CIC Qualifying Termination” (as defined in the Executive Severance Plan), and the NEO agrees to be bound by, and complies with, the applicable restrictive covenants for twelve (12) months following termination. For purposes of calculating the severance amount in accordance with the terms of the Severance Plan, includes the largest annual base salary during the preceding three fiscal years and the average of the actual paid bonus amounts under the Bonus Plan for each of the preceding two fiscal years.

  119. Potential Payments upon Termination or Change in Control

    | 68 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  120. Potential Payments upon Termination or Change in Control

    Represents accelerated vesting of otherwise unvested performance share units granted under the LTIP and accelerated vesting of otherwise unvested restricted stock units granted under the Omnibus Plan. (4) The amounts included assume maximum performance for all unearned performance share units, which, upon a termination of employment without cause or for good reason (each as defined in the Omnibus Plan) during the two-year period following a change in control, are deemed earned at the greater of target and actual performance as of the date of a change in control with respect to all open performance periods, and represent earned performance under the 2022-2024 LTIP Awards, the performance conditions of which were satisfied by the NEOs as of December 31, 2024. Assuming target performance for all unearned performance share units (other than the 2022-2024 LTIP Awards) and earned performance for the 2022-2024 LTIP Awards, the amount to be received by each NEO upon a termination of employment without cause or for good reason during the two-year period following a change in control in respect of stock awards would be: for Mr. Harrison, $6,660,578; for Mr. Moses, $1,437,206; for Mr. Dods, $2,046,711; for Mr. Arizumi, $847,536; and for Mr. Char, $817,356. (5) Mr. Dods announced his resignation from the Company and the Bank effective April 1, 2025. Mr. Dods’ resignation was voluntary and, accordingly, he will not receive any severance payments in connection with his termination of employment.

  121. Pay Ratio Disclosure

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

  122. Pay Ratio Disclosure

    | | 2024 Annual Total Compensation ($) | | Mr. Harrison, our Chief Executive Officer | $5,377,973 | | Our median employee | $62,668 | | Pay ratio estimate | 86:1 |

  123. Pay Ratio Disclosure

    In identifying our median employee, we examined our active employee population (including full-time, part-time and peak employees), excluding our Chief Executive Officer, as of December 31, 2024, the last day of our fiscal year. Our median employee was determined by reviewing payroll records for our employee population, as reported to the IRS on Form W2. We did not make any full-time equivalent adjustments to part-time and peak-time employees. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules based on our employment and payroll records. The SEC rules governing pay ratio disclosures allow companies to apply numerous methodologies, exclusions and reasonable assumptions, adjustments and estimates to reflect their compensation practices. Thus, pay ratios that are reported by other companies, including our peers, may not be directly comparable to ours because other companies may have different employment and compensation practices, and may utilize different assumptions, methodologies, exclusions and estimates in calculating the pay ratio.

  124. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our CEO and Non-CEO NEOs and Company performance for the fiscal years listed below. More information on the Company’s compensation program and decisions for the 2024 performance year can be found in the “Compensation Discussion and Analysis” included in this Proxy Statement.

  125. Pay Versus Performance Disclosure

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 69 |

  126. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Core Return on Average Tangible Stockholders’ Equity (%)(5) | | Year | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 5,377,973 | 7,371,874 | 1,670,700 | 2,161,798 | 112.76 | 130.90 | 230 | 16.2 | | 2023 | 5,366,855 | 3,454,911 | 1,522,774 | 1,402,194 | 95.04 | 115.64 | 235 | 18.4 | | 2022 | 4,551,135 | 5,768,293 | 1,272,234 | 1,029,347 | 102.79 | 116.10 | 266 | 20.2 | | 2021 | 4,427,813 | 4,769,225 | 1,354,207 | 1,430,129 | 103.73 | 124.74 | 266 | 16.3 | | 2020 | 5,651,505 | 2,819,314 | 1,181,879 | 922,849 | 86.21 | 91.29 | 186 | 11.1 |

  127. Pay Versus Performance Disclosure

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

  128. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Alan H. Arizumi | Alan H. Arizumi | Alan H. Arizumi | Alan H. Arizumi | James. M. Moses | | Ravi Mallela | Ravi Mallela | Christopher L. Dods | Christopher L. Dods | Christopher L. Dods | | Ralph M. Mesick | Ralph M. Mesick | Ravi Mallela | James M. Moses | Alan H. Arizumi | | Lance A. Mizumoto | Lance A. Mizumoto | Ralph M. Mesick | Neill A. Char | Neill A. Char | | | Mitchell E. Nishimoto | Lance A. Mizumoto | Ralph M. Mesick | | | | | | Lance A. Mizumoto | |

  129. Pay Versus Performance Disclosure

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

  130. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for CEO ($) | Exclusion of Change in Pension Value for CEO ($) | Exclusion of Stock Awards for CEO ($) | Inclusion of Pension Service Cost for CEO ($) | Inclusion of Equity Values for CEO ($) | Compensation Actually Paid to CEO ($) | | 2024 | 5,377,973 | (210,031) | (2,499,994) | — | 4,703,926 | 7,371,874 | | 2023 | 5,366,855 | (1,142,308) | (2,299,977) | — | 1,530,341 | 3,454,911 | | 2022 | 4,551,135 | — | (1,999,986) | — | 3,217,144 | 5,768,293 | | 2021 | 4,427,813 | — | (1,999,976) | — | 2,341,388 | 4,769,225 | | 2020 | 5,651,505 | (1,874,412) | (1,999,984) | — | 1,042,205 | 2,819,314 |

  131. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-CEO NEOs ($) | Average Exclusion of Stock Awards for Non-CEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-CEO NEOs ($) | Average Inclusion of Equity Values for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2024 | 1,670,700 | — | (512,491) | — | 1,003,589 | 2,161,798 | | 2023 | 1,522,774 | — | (453,318) | — | 332,738 | 1,402,194 | | 2022 | 1,272,234 | — | (349,988) | — | 107,101 | 1,029,347 | | 2021 | 1,354,207 | — | (391,985) | — | 467,907 | 1,430,129 | | 2020 | 1,181,879 | — | (442,488) | — | 183,458 | 922,849 |

  132. Pay Versus Performance Disclosure

    | 70 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

  133. Pay Versus Performance Disclosure

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

  134. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for CEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for CEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for CEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for CEO ($) | Total – Inclusion of Equity Values for CEO ($) | | 2024 | 4,609,986 | 657,788 | (563,848) | — | 4,703,926 | | 2023 | 2,714,159 | (535,072) | (648,746) | — | 1,530,341 | | 2022 | 2,316,288 | 737,481 | 163,375 | — | 3,217,144 | | 2021 | 1,846,760 | 360,544 | 134,084 | — | 2,341,388 | | 2020 | 1,947,850 | (627,344) | (278,301) | — | 1,042,205 |

  135. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-CEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-CEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-CEO NEOs ($) | | 2024 | 945,036 | 117,613 | (59,060) | — | 1,003,589 | | 2023 | 527,687 | (80,231) | (76,589) | (38,129) | 332,738 | | 2022 | 405,340 | 103,608 | 16,590 | (418,437) | 107,101 | | 2021 | 389,490 | 66,030 | 41,829 | (29,442) | 467,907 | | 2020 | 430,942 | (177,191) | (70,293) | — | 183,458 |

  136. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the KBW Regional Banking Index (“KRX”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KRX, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Core Return on Average Tangible Stockholders’ Equity to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2024, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Core Return on Average Tangible Stockholders’ Equity is a non-GAAP financial measure. We compute our Core Return on Average Tangible Stockholders’ Equity as the ratio of core net income to average tangible stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total stockholders’ equity. Please see Annex A for further explanation and a reconciliation.

  137. Pay Versus Performance Disclosure

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 71 |

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

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

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

    | 72 | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT |

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

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

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

    | FIRST HAWAIIAN, INC. 2025 PROXY STATEMENT | 73 |

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

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

  143. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information relating to outstanding equity awards and shares available for future awards under the Prior Plan as of February 27, 2025 (without giving effect to approval of the 2025 Equity Plan under this Proposal 3 and assuming maximum performance for PSU awards):

  144. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | Prior Plan | | Total shares underlying outstanding stock options | — | | Weighted-average exercise price of outstanding stock options | — | | Weighted-average remaining term of outstanding stock options | — | | Total shares underlying outstanding unvested full value awards (e.g., RSUs, PSUs) | 1,953,158 | | Weighted-average grant date fair value of outstanding unvested full value awards (e.g., RSUs, PSUs) | $24.52 | | Total shares currently available for grant | 1,273,922 |

  145. Key Data Relating to Outstanding Equity Awards and Shares Available

    As shown in the table above, 1,273,922 shares remained available for grant under the Prior Plan as of February 27, 2025, which will no longer be available upon approval of the 2025 Equity Plan by our stockholders. In adopting the 2025 Equity Plan, the Board has determined that no further grants will be made under the Prior Plan as of February 27, 2025, unless stockholders do not approve the 2025 Equity Plan. In addition, as of February 27, 2025, 101,720 shares of our common stock remained available for future awards under the First Hawaiian, Inc. Amended and Restated 2016 Non-Employee Director Plan. As of such date, under such plan, there were 26,714 total shares underlying unvested full value awards with a weighted average grant date fair value of $22.32.