DEF 14A of First Hawaiian, Inc., Mar 12, 2026

DEF 14A of First Hawaiian, Inc.

Filed Mar 12, 2026 · FY20250001104659-26-026700

Open on EDGAR

  1. OVERVIEW OF THE BOARD NOMINEES

    OVERVIEW OF THE BOARD NOMINEES

  2. Director Nominees*

    Director Nominees*

  3. Director Nominees*

    | | | | | | Committees | | | | | | Director Nominee and Principal Occupation | | Age | Director since(1) | Independent | Public Boards | Audit | Compensation | Corporate Governance & Nominating | Risk | | | Robert S. Harrison Chairman of the Board, President and Chief Executive Officer, First Hawaiian | 65 | 2016 | | 1 | | | | | | | Tertia M. Freas Executive Director of The Clarence T.C. Ching Foundation | 68 | 2024 | | 1 | | | | | | | Michael K. Fujimoto Retired Chairman Emeritus, Hawaii Planing Mill, Ltd. dba HPM Building Supply | 73 | 2022 | | 1 | | | | | | | James S. Moffatt Retired Vice Chairman and Global CEO, Deloitte Consulting | 67 | 2021 | | 1 | | | | | | | Mark M. Mugiishi Chief Executive Officer, Hawaii Medical Service Association | 66 | 2022 | | 1 | | | | | | | Kelly A. Thompson Retired Senior Vice President, Chief Operating Officer, Samsclub.com, a Walmart, Inc. subsidiary | 56 | 2021 | | 2 | | | | | | | Vanessa L. Washington Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West | 66 | 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 | 60 | 2018 | | 1 | | | | | | Meetings in 2025 Board―8 | | | | | | 5 | 8 | 2 | 4 |

  4. Director Nominees*

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

  5. Director Nominees*

    * Current Independent Director Faye W. Kurren will conclude her 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.

  6. Director Nominees*

    | 4 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  7. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    | Election of Directors | Proposal • We are asking stockholders to elect the eight nominees named in this proxy statement to serve on our Board until the 2027 annual meeting of stockholders or until their successors have been duly elected and qualified. Background • All eight nominees currently serve on our Board • Seven of the eight nominees are independent • 38% of the nominees are women • 63% of the nominees represent an ethnic minority The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees for director. |

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    Our Board currently has nine members, consisting of our Chief Executive Officer and President (who also serves as Chairman of the Board) and eight other directors, all of whom are “independent” under the listing standards of NASDAQ. The terms of office of all nine directors expire at the Annual Meeting. Under First Hawaiian’s age limitation policy, following her attainment of age 75 subsequent to the 2025 annual meeting of stockholders, Ms. Faye W. Kurren will not stand for re-election to the Board at the 2026 Annual Meeting. In connection with the 2026 Annual Meeting, the size of our Board will be reduced to eight members. At the 2026 Annual Meeting, you will be asked to elect eight 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 2027. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. All of our directors are elected annually by the affirmative vote of a majority of votes cast. • A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board. • Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see “Frequently Asked Questions About the Annual Meeting and Voting.”

  10. Required Vote

    Required Vote With regard to the election of the director nominees, votes may be cast in favor or against. A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2026 Annual Meeting). A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee.

  11. Required Vote

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

  12. Required Vote

    | 12 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  13. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company’s corporate governance guidelines, as described below under the section entitled “Board of Directors, Committees and Governance—Corporate Governance Guidelines and Code of Conduct and Ethics.” In evaluating the suitability of individuals for Board membership, the Corporate Governance and Nominating Committee considers many factors. Those factors include: • whether the individual meets various independence requirements; • the individual’s general understanding of the varied disciplines relevant to the success of a publicly traded company in today’s business environment; • understanding of the Company’s business and markets; • professional expertise and educational background; and • other factors that promote 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.

  14. DIRECTOR NOMINEES

    | Name | Age(1) | Tenure | Independent(2) | Position | | Robert S. Harrison | 65 | 2016 | | Chairman of the Board, President and CEO | | Tertia M. Freas | 68 | 2024 | | Director | | Michael K. Fujimoto | 73 | 2022 | | Director | | James S. Moffatt | 67 | 2021 | | Director | | Mark M. Mugiishi | 66 | 2022 | | Director | | Kelly A. Thompson | 56 | 2021 | | Director | | Vanessa L. Washington | 66 | 2020 | | Director | | C. Scott Wo | 60 | 2018 | | Lead Independent Director |

  15. DIRECTOR NOMINEES

    (1) As of March 12, 2026. (2) “Independent” under NASDAQ listing standards. In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

  16. DIRECTOR NOMINEES

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 13 |

  17. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  18. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit | Tertia M. Freas | Age 68 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. |

  19. DIRECTOR NOMINEE BIOGRAPHIES

    | 14 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  20. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Audit • Risk | Michael K. Fujimoto | Age 73 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, 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 • Director 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. |

  21. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 15 |

  22. DIRECTOR NOMINEE BIOGRAPHIES

    | | Robert S. Harrison | Age 65 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 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 • President, 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. |

  23. DIRECTOR NOMINEE BIOGRAPHIES

    | 16 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  24. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Corporate Governance and Nominating | James S. Moffatt | Age 67 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 PUBLIC COMPANY DIRECTORSHIPS • 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 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 Laminar, a company that helps businesses optimize industrial liquid and fluid systems using artificial intelligence-enabled precision automation • Current Board partner of Greycroft, a venture capital firm specializing in artificial intelligence infrastructure • 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 EDUCATION • M.B.A., UCLA Anderson School of Management • Bachelor’s degree, University of California, San Diego • Graduate of the Directors’ Consortium at Stanford University Graduate School of Business • Graduate of the Master Class of the National Association of Corporate Directors QUALIFICATIONS • Mr. Moffatt’s service at the most senior levels of a preeminent consulting business provides the First Hawaiian Board with significant leadership, operating and management experience. • Having worked in business consulting for 30 years and currently serving as an advisor to or director of a variety of companies, Mr. Moffatt brings sophisticated business acumen to the Board. • Mr. Moffatt also provides the Board with audit and finance skills. |

  25. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 17 |

  26. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Risk • Audit | Mark M. Mugiishi | Age 66 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 • Chief Executive Officer (2020 to present); • President and Chief Executive Officer (2020-2025) • 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 • Iolani School, Board Chair • BlueCross BlueShield Association, Board member • Ignite Coalition, BlueCross BlueShield, Board member • 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 and provides him with a wealth of experience in management, business, and finance. • Dr. Mugiishi’s role as president and chief executive officer Blue Cross Blue Shield Association’s Hawaii health insurance independent licensee gives him exposure to national issues that give him a broad perspective that he can bring to his role with First Hawaiian. • As a lifelong Hawaii resident and prominent Hawaii healthcare practitioner, Dr. Mugiishi has developed extensive local contacts and knowledge of our core market area. |

  27. DIRECTOR NOMINEE BIOGRAPHIES

    | 18 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  28. DIRECTOR NOMINEE BIOGRAPHIES

    | x; COMMITTEES • Risk • Compensation | Kelly A. Thompson | Age 56 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 PUBLIC COMPANY DIRECTORSHIPS • 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 | OTHER ENGAGEMENTS • Advisor to Kaya AI, a construction supply chain intelligence company EDUCATION • Bachelor of Science degree in Biology, University of California, San Diego • Holder of National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute QUALIFICATIONS • Ms. Thompson’s experience as the leader of the e-commerce division of SamsClub.com provides her with extensive knowledge and valuable experience with respect to the digital customer experience. • Ms. Thompson also brings to the Board insights into online sales and marketing through her diverse retail experience with SamsClub.com, Walmart, Inc. and Gap, Inc. • As the leader of a complex retail platform, Ms. Thompson provides the Board with substantial leadership and management skills. |

  29. DIRECTOR NOMINEE BIOGRAPHIES

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 19 |

  30. DIRECTOR NOMINEE BIOGRAPHIES

    | COMMITTEES • Compensation • Corporate Governance and Nominating | Vanessa L. Washington | Age 66 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. |

  31. DIRECTOR NOMINEE BIOGRAPHIES

    | 20 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  32. DIRECTOR NOMINEE BIOGRAPHIES

    | LEAD INDEPENDENT DIRECTOR COMMITTEES • Corporate Governance and Nominating • Compensation | C. Scott Wo | Age 60 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 Finance and Management (2018 to present) OTHER ENGAGEMENTS • Current Finance Committee Chair, Takitani Foundation • Current member of the Advisory Board, American Red Cross, Hawaii State Chapter • 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 Finance and Management at Columbia Business School, Dr. Wo has developed outstanding business, finance and accounting skills that he brings to his service as our Lead Independent Director. |

  33. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table lists the individuals who received compensation in 2025 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.

  34. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(3) ($) | Stock Awards(4) ($) | All Other Compensation(5) ($) | Total ($) | | Tertia M. Freas | 98,000 | 69,986 | 2,578 | 170,564 | | Michael K. Fujimoto | 95,000 | 69,986 | 5,072 | 170,058 | | Faye W. Kurren(1) | 90,000 | 69,986 | 11,072 | 171,058 | | James S. Moffatt | 112,000 | 69,986 | 5,072 | 187,058 | | Mark M. Mugiishi | 95,000 | 69,986 | 5,072 | 170,058 | | Kelly A. Thompson | 90,000 | 69,986 | 5,072 | 165,058 | | Allen B. Uyeda(2) | 45,167 | ― | 55,572 | 100,739 | | Vanessa L. Washington | 103,000 | 69,986 | 5,072 | 178,058 | | C. Scott Wo | 135,875 | 69,986 | 5,072 | 210,933 |

  35. 2025 DIRECTOR COMPENSATION

    (1) In accordance with our age limitation policy, Ms. Kurren will not stand for reelection at the Annual Meeting. (2) Mr. Uyeda retired from the FHI Board of Directors effective at the April 22, 2025 Annual Meeting of Stockholders but continued to serve on the Board of Directors of First Hawaiian Bank. (3) The amounts in this column represent annual cash retainers, committee chair and committee membership fees. (4) 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 2025 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, 2025 were 3,005 for each of Directors Freas, Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Washington and Wo and 0 for Mr. Uyeda. (5) For each of our non-employee directors, “All Other Compensation”, includes a noncash gift valued at $1,795 provided to First Hawaiian Bank directors. Such amounts also include $3,277 for each of Directors Fujimoto, Kurren, Moffatt, Mugiishi, Thompson, Uyeda, Washington and Wo and $783 for Director Freas in dividends paid on restricted stock unit awards that vested during 2025. For Mr. Uyeda “All Other Compensation” also includes $50,500 for service as a director of the Bank, including fees for attendance at Bank committee meetings. 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 establish a level of total non-employee director compensation is generally competitive with the compensation levels for directors at peer institutions. In 2025, the Committee determined not to make any changes to the director compensation program. The Compensation Committee intends to review its director compensation practices at least every third year.

  36. 2025 DIRECTOR COMPENSATION

    | 32 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  37. 2025 DIRECTOR COMPENSATION

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

  38. 2025 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 | | | | Member of the Audit and Risk Committees | 15,000 | | | | Chair of the Compensation Committee | 20,000 | | | | Member of the Compensation Committee | 10,000 | | | | Chair of the Corporate Governance and Nominating Committee | 17,500 | | | | 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 |

  39. 2025 DIRECTOR COMPENSATION

    We also reimburse all directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors. Our Board adopted the First Hawaiian, Inc. 2016 Non- Employee Director Plan in 2016 and amended and restated such plan effective April 21, 2021. Equity awards granted to date under this plan have been in the form of restricted stock units that vest and settle in shares of 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 2025 to reflect service as a director for each director’s term as director commencing upon election at the 2025 annual meeting of stockholders and expiring at the Annual Meeting. For 2025, we granted 3,005 shares of our common stock underlying restricted stock units to each of our non-employee directors.

  40. 2025 Compensation Summary

    | Annual Bonus Plan | | | Target Annual Bonus as a % of Salary | • 100% for CEO • 60% to 75% for other NEO’s • Unchanged from 2024 | | 2025 Metrics | • 50% Core Net Income • 20% Asset Quality Metric • 10% Efficiency Ratio • 20% Individual Performance | | 2025 Outcome | • Core Net Income Metric Payout Factor: 150% of target • Asset Quality Metric Payout Factor: 150% of target • Efficiency Ratio Metric Payout Factor: 150% of target • Individual CEO Performance Payout Factor: 135% of target • CEO Payout: 147% of target • Payout for other NEO’s ranged from 147% to 150% of their respective targets |

  41. 2025 Compensation Summary

    | Long-Term Incentive Plan | | | 2025 Vehicles | • 60% Performance Share Units • 40% Restricted Stock Units | | 2025 Target Awards as a % of Salary | • 240% for CEO • 79% to 113% for other NEO’s | | 2025-2027 Performance Share Unit Metrics | • 55% ROATE vs. Peer Group • 25% ROATA vs. Peer Group • 20% TSR vs. KBW Index | | 2023-2025 Performance Share Unit Award Outcome | • NEO Payout Factor: 134.7% of target |

  42. 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 2025, after considering the recommendations of the compensation consultant and the CEO, the Committee elected to make changes to the annual bonus plan. Specifically, the Committee reduced the weighting of the individual performance component of the annual bonus plan from 30% to 20% to provide for a more formulaic approach tied to objective financial performance, while adding a new component, based on our annual efficiency ratio, representing 10% of the annual bonus opportunity, which incentivizes management to grow operating revenue in a cost-effective manner. For the core net income (“Core Net Income”) component of the bonus plan, which comprises 50% of the annual bonus opportunity, the Compensation Committee lowered the performance requirement for threshold payout from 90% of target Core Net Income to 85%, while also raising the performance requirement for maximum payout from 110% of target Core Net Income to 115%. Collectively, these adjustments broaden the payout range at the lower end while making maximum payout more difficult to attain. With respect to the performance-based component of long-term equity compensation, in 2024, the Committee structured awards using relative core return on average tangible equity (“ROATE”) (70%) and core return on average tangible assets (“ROATA”) (30%), subject to a relative total shareholder return (“TSR”) modifier, whereby LTIP payouts could be increased or decreased by up to 25% based on First Hawaiian’s TSR relative to the TSR of peer companies. For 2025 LTIP awards, after considering the recommendations of the compensation consultant and the CEO, the Committee made modest adjustments to the weighting and structure of these performance criteria. Specifically, the Committee eliminated relative TSR as a modifier and instead incorporated it as a standalone weighted performance metric comprising 20% of the total performance calculation. To accommodate this change, the Committee reduced the weightings of ROATE and ROATA from 70% and 30%, respectively,

  43. 2025 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 compensation 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 |

  44. Compensation Governance Practices

    | Practices We Employ | Practices We Avoid | | Substantial portion of pay in the form of variable, performance-based awards 60% of target long-term incentives in performance-based awards 56% of CEO’s 2025 target total direct 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 |

  45. Role of the Compensation Consultant and Independence

    Role of the Compensation Consultant and Independence In 2025, the Compensation Committee retained the services of Pearl Meyer as a compensation consultant to provide independent counsel and advice on compensation matters. Pearl Meyer provided the following services to the Compensation Committee that informed decisions in 2025: • Reviewed the benchmarking approach, including recommending changes to the custom compensation peer group, if appropriate; • 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; • 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. The independent compensation consultant provides the Compensation Committee with annual executive market assessments and periodic Board market

  46. Role of the Compensation Consultant and Independence

    | 42 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  47. Role of the Compensation Consultant and Independence

    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 director 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 2025, the Compensation Committee considered First Hawaiian’s relationship with the compensation consultant, assessed the independence of the compensation consultant pursuant to NASDAQ and Exchange Act rules, and concluded that there are no conflicts of interest that would preclude the compensation consultant from independently advising the Compensation Committee.

  48. 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. Annually, the Compensation Committee reviews and approves the Company’s compensation peer group, taking into consideration characteristics such as: • Company size profile—generally consider banks with total assets and revenue between 0.5x to 2.0x of First Hawaiian and market capitalization between 0.33x to 3.0x • Business model—preference given to banks with similar loan portfolio, revenue mix and/or branching structures Geography—while not a primary factor, consideration is given to headquarters location and general business footprint

  49. Benchmarking Compensation

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 43 |

  50. Benchmarking Compensation

    In late 2024, Pearl Meyer conducted an independent evaluation of the 2024 compensation peer group to assess its continued suitability for informing the Compensation Committee’s 2025 compensation decisions. Pearl Meyer concluded that the 19 banks were consistent with the desirable characteristics noted above and remained relevant and appropriate for the Committee’s purposes. In reaching this conclusion, Pearl Meyer expressed its view that 19 banks provided a sufficient sample size, the existing peers were within reasonable size ranges in terms of assets, revenues and market cap, with FHB positioned near median, and that the peer loan mix and business models were reasonably aligned with FHB’s operations. Accordingly, the Committee approved continuation of the following peer group for 2025:

  51. 2025 COMPENSATION PEER GROUP

    2025 COMPENSATION PEER GROUP

  52. 2025 COMPENSATION PEER GROUP

    | • Atlantic Union Bankshares | • Fulton Financial Corporation | | • Banc of California, Inc.(1) | • Hope Bancorp | | • Bank of Hawaii Corporation | • Pacific Premier Bancorp | | • BankUnited, Inc. | • Prosperity Bancshares, Inc. | | • Banner Corporation | • Trustmark Corporation | | • Cathay General Bancorp | • UMB Financial Corporation | | • Columbia Banking System | • United Bankshares, Inc. | | • Commerce Bancshares, Inc. | • WaFd, Inc. | | • CVB Financial Corp. | • Wintrust Financial Corporation | | • F.N.B. Corporation | |

  53. 2025 COMPENSATION PEER GROUP

    (1) Banc of California replaced Pac West Bancorp in the peer group following their November 2023 merger. 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 executive positions, particularly positions below the NEO level.

  54. 2025 COMPENSATION PEER GROUP

    | 44 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  55. 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 2025 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.

  56. Annual Bonus Plan

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 47 |

  57. 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 2025 annual bonus awards are presented in the table below:

  58. CORE NET INCOME

    | Performance Level | FY2025 Core Net Income ($ in thousands) | | Payout Factor as % ofTarget(1) | | Maximum (115% of Target) | | 263,283 | 150% | | Target | | 228,942 | 100% | | Threshold (85% of Target) | | 194,601 | 50% | | Below Threshold | < $ | 194,601 | 0% |

  59. CORE NET INCOME

    (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 2025 of $228.9 million. We develop our annual budget year each fall based on projected financial results for the current fiscal year, anticipated economic conditions, interest rate expectations, growth opportunities in our market and other relevant factors. Consistent with broader market expectations in the fall of 2024, our 2025 budget and incentive targets were established based on the assumption that significant interest rate cuts would occur during 2025. The anticipated interest rate environment going into 2025, combined with certain noninterest income earned in 2024 that was not expected to recur in 2025, resulted in budgeted 2025 core net income below actual 2024 results. Considering macroeconomic expectations and analyst consensus estimates at the time 2025 incentive goals were established, the Committee determined that the budget reflected an appropriate and rigorous basis for establishing the target Core Net Income performance requirement. During 2025, higher inflation persisted longer than anticipated, and the Federal Reserve made fewer interest rate cuts than anticipated, 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 fell slightly in 2025 relative to 2024. Accordingly, Core Net Income exceeded both the 2025 target and 2024 actual results. Asset Quality (determines 20% of the annual bonus payout) rewards 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 2025 annual bonus payouts are presented in the table below:

  60. ASSET QUALITY METRIC

    | Performance | Payout Factor as a % of Target(1) | | ≤0.25% | 150% | | 0.75% | 100% | | 1.00% | 50% | | >1.00% | 0% |

  61. ASSET QUALITY METRIC

    (1) Payouts for results between the stated performance levels are interpolated on a straight-line basis. Efficiency (determines 10% of the annual bonus payout) incentivizes management to grow operating revenue in a cost-effective manner. The Efficiency Ratio represents total noninterest expense divided by the sum of net interest income (on a fully taxable – equivalent basis) plus total noninterest income. The efficiency goals used to determine 2025 annual bonus payouts are presented in the table below:

  62. EFFICIENCY RATIO

    | Performance | Payout Factor as a % of Target(1) | | ≤58.88% | 150% | | 61.88% | 100% | | 64.88% | 50% | | >64.88% | 0% |

  63. EFFICIENCY RATIO

    | Performance Level | 2025 Results ($ in thousands) | % of Specific Component Earned | Payout Factor as a % of Target Award | | Core Net Income (50% weight) | • $269,602 • 117.8% of target | 150% | 75% | | Asset Quality Metric (20% weight) | • 0.23% | 150% | 30% | | Efficiency Ratio (10% weight) | • 56.43% | 150% | 15% |

  64. EFFICIENCY RATIO

    Our NEOs are also evaluated on their individual performance, which determines 20% 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; and • Talent management and organization effectiveness. The CEO evaluates the performance of each of his direct reports (including each of Messrs. Moses, Arizumi and Char and Ms. Nakamura; 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 2025 annual bonus payouts, each NEO’s performance was assessed during the first quarter of 2026. 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 2025:

  65. 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. The Compensation Committee decided to grant 2025 LTIP awards in the form of performance share units and grant time-based awards in the form of restricted stock units under the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). For 2025, 60% of equity awards consisted of performance share units and 40% consisted of restricted stock units.

  66. Performance Share Units

    Performance Share Units The performance share units awarded for the 2025- 2027 cycle (the “2025-2027 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 three metrics as follows: • 55% earned based on Return on Average Tangible Equity (“ROATE”) vs. Compensation Peer Group • 25% earned based on Return on Average Tangible Assets (“ROATA”) vs. Compensation Peer Group • 20% earned 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 following performance schedules and associated payout factors:

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

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

  68. 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% |

  69. 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 between the stated performance levels are interpolated on a straight-line basis.

  70. Restricted Stock Units

    Restricted Stock Units For 2025, the Compensation Committee also approved grants of restricted stock units to all NEOs that vest in equal annual installments over a three-year period.

  71. Restricted Stock Units

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 51 |

  72. 2025 NEO Long-Term Equity Awards

    2025 NEO Long-Term Equity Awards The following awards were granted in 2025 to the NEOs:

  73. 2025 NEO Long-Term Equity Awards

    | Named Executive Officer | Number of Target Performance Share Units | Number of Restricted Stock Units | Total Grant Date Fair Value(1) ($) | | Robert S. Harrison | 58,527 | 39,018 | $2,590,795 | | James M. Moses | 14,231 | 9,488 | 629,977 | | Alan H. Arizumi | 10,165 | 6,777 | 449,980 | | Neill A. Char | 9,036 | 6,024 | 399,994 | | Lea M. Nakamura | 9,601 | 6,400 | 424,987 |

  74. 2025 NEO Long-Term Equity Awards

    (1) The amounts in this column represent the grant date fair value, assuming target performance for the 2025-2027 LTIP Awards, as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

  75. Results of 2023-2025 LTIP Performance Cycle

    Results of 2023-2025 LTIP Performance Cycle In 2023, 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 134.7% of target shares awarded, as presented in the table below:

  76. Results of 2023-2025 LTIP Performance Cycle

    | Performance Measure (% weight) | Payout Schedule | Actual Results | Award Earned (% of Target) | Total Shares Earned | | ROATE Relative to the Compensation Peer Group (70%) | ≥ 75th Percentile: 200% 50th Percentile: 100% 30th Percentile: 50% < 30th Percentile: 0% | ROATE: 50.18%; 82nd Percentile | 140% of Target | Unmodified Results: 159% | | ROATA Relative to the Compensation Peer Group (30%) | | ROATA: 3.33%; 35th Percentile | 19% of Target | | | Relative Total Shareholder Return (TSR) Modifier | ≥75th Percentile: x125% 50th Percentile: x100% ≤30th Percentile: x75% | FHI TSR: 9.77%; 38th Percentile | 84.72% | Modified Results: 134.7% |

  77. Results of 2023-2025 LTIP Performance Cycle

    As a result of this performance, the NEOs earned the following performance share unit awards for the 2023-2025 LTIP performance cycle:

  78. Results of 2023-2025 LTIP Performance Cycle

    | Named Executive Officer | Number of Performance Share Unit Awards Earned | | Robert S. Harrison | 69,567 | | James M. Moses | 20,264 | | Alan H. Arizumi | 9,073 | | Neill A. Char | 9,073 | | Lea M. Nakamura | 2,602 |

  79. 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.

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

    | 52 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  81. Employment Agreements, Offer Letters and Severance Payments

    Employment Agreements, Offer Letters and Severance Payments

  82. 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.

  83. Offer Letter with Mr. Moses

    Offer Letter with Mr. Moses In connection with his appointment as Vice Chair and Chief Financial Officer of the Company and the Bank, Mr. Moses entered into an offer letter with the Company on December 14, 2022. Material terms of the offer letter 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. Moses also receives an annual $7,200 automobile allowance and is eligible to participate in the Company’s benefit plans, including the Executive Severance Plan.

  84. 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 and the First Hawaiian Bank DCP, the Compensation Committee of our Board may designate employees for retirement contributions. In addition, participants may elect to defer portions, in increments of 1%, of their base salary or cash-based incentive award. For 2025, all NEOs received an executive retirement contribution 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. For 2025, Ms. Nakamura was the only NEO who elected to defer a portion of compensation. Each participant’s account in the First Hawaiian Bank DCP 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 from a variety of investment options. Elective deferrals under the First Hawaiian, Inc. DCP is increased or decreased by the interest credited based upon the Moody’s average corporate bond index rate. Executive retirement contributions under the First Hawaiian, Inc. DCP increase or decrease by the interest credited or debited to each participant’s account as though the balance had been invested in a money-market mutual fund, With respect to Bank contributions, Messrs. Harrison and Moses and Ms. Nakamura participate in the First Hawaiian Bank DCP, and Messrs Arizumi and Char participate in the First Hawaiian, Inc. DCP. With respect to elective deferrals, Messrs. Harrison, Moses and Arizumi participate in the First Hawaiian, Inc. DCP and Mr. Char and Ms. Nakamura participate in the First Hawaiian Bank DCP. The specific plan in which NEOs participate is based on several factors, including hire and promotion dates and, if available to the employee, personal selection. 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: any person, other than an affiliate or trustee or other fiduciary holding shares under an employee benefit plan, becomes

  85. Summary Compensation Table

    Summary Compensation Table The following table presents information with respect to our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.

  86. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Robert S. Harrison Chairman, President and Chief Executive Officer | 2025 | $1,072,593 | $— | $2,590,795 | $1,586,884 | $767,082 | $268,339 | $6,285,693 | | | 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 | | James M. Moses Vice Chair and Chief Financial Officer | 2025 | 547,417 | — | 629,977 | 617,400 | — | 144,821 | 1,939,615 | | | 2024 | 482,197 | 512,359 | 699,983 | — | — | 83,394 | 1,777,933 | | | 2023 | 475,304 | 695,938 | 869,961 | — | — | 61,606 | 2,102,809 | | Alan H. Arizumi Vice Chair, Wealth Management Group | 2025 | 558,244 | — | 449,980 | 546,160 | — | 157,295 | 1,711,679 | | | 2024 | 540,520 | 534,927 | 299,998 | — | — | 116,656 | 1,492,101 | | | 2023 | 535,274 | 244,738 | 299,985 | — | — | 145,346 | 1,225,343 | | Neill A. Char Vice Chair, Retail Banking and Consumer Products | 2025 | 500,650 | — | 399,994 | 481,457 | — | 144,627 | 1,526,728 | | | 2024 | 482,917 | 444,044 | 299,998 | — | — | 100,518 | 1,327,477 | | | 2023 | 475,000 | 185,250 | 299,985 | — | — | 129,450 | 1,089,685 | | Lea M. Nakamura Executive Vice President and Chief Risk Officer | 2025 | 439,425 | — | 424,987 | 392,727 | — | 111,868 | 1,369,007 |

  87. Summary Compensation Table

    (1) The amounts in this column represent annual incentive cash awards earned under the Bonus Plan in fiscal years 2024 and 2023, for which the individual performance component represented a more significant payout factor for the annual bonus provided under the Bonus Plan than in fiscal year 2025, as described under “—Compensation Discussion and Analysis—Our Compensation Philosophy—Using Executive Compensation Design to Achieve Corporate Strategic Goals” above. The amounts in this column for fiscal years 2025, 2024 and 2023 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of (i) during fiscal year 2025, the 2025-2027 LTIP Awards and restricted stock units granted pursuant to the Omnibus Plan, (ii) during fiscal year 2024, performance share units granted pursuant to the LTIP for the 2024-2026 cycle (the “2024-2026 LTIP Awards”) and restricted stock units granted pursuant to the Omnibus Plan, and (iii) 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, including, for Mr. Moses, a one-time award of sign-on restricted stock units granted to him upon joining the Company, which was previously disclosed in connection with Mr. Moses’s appointment but inadvertently omitted from this column in prior fiscal years. 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, 2025. 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 2025-2027 LTIP Award performance achievement of 200%, the highest level of performance share unit award amounts that may be earned, the amounts shown for 2025 would be $4,145,272, $1,007,952, $719,962, $639,990 and $679,989 for each of Messrs. Harrison, Moses, Arizumi and Char and Ms. Nakamura, respectively. Assuming 2024-2026 LTIP Award performance achievement of 200%, the highest level of performance share unit awards that may be earned, the amounts shown for 2024 would be $3,999,986, $1,119,976, $480,001 and $480,001 for each of Messrs. Harrison, Moses, Arizumi and Char, respectively.

  88. Summary Compensation Table

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 59 |

  89. Summary Compensation Table

    Assuming 2023-2025 LTIP Awards performance achievement of 200%, the highest level of performance share unit awards that may be earned, the amounts shown for 2023 would be $3,679,959, $1,271,937, $479,971 and $479,971 for each of Messrs. Harrison, Moses, Arizumi and Char, respectively. (3) The amounts in this column represent annual incentive cash awards earned under the Bonus Plan in fiscal year 2025. Annual bonus amounts were previously reported under the “Bonus” column. (4) 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 2025, 2024 or 2023, and will not be paid any amounts until his retirement or termination of employment with First Hawaiian. See “—Compensation Discussion and Analysis—Other Benefits and Retirement Plans” and “— Change in CEO Pension Value in the Summary Compensation Table” for more information. (5) The items comprising “All Other Compensation” for 2025 are:

  90. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits(a) ($) | Contributions to Defined Contribution Plans(b) ($) | Insurance Premiums(c) ($) | Total ($) | | Robert S. Harrison | $38,616 | $215,295 | $14,428 | $268,339 | | James M. Moses | 30,934 | 105,733 | 8,154 | 144,821 | | Alan H. Arizumi | 34,835 | 108,238 | 14,222 | 157,295 | | Neill A. Char | 40,221 | 97,102 | 7,304 | 144,627 | | Lea M. Nakamura | 13,531 | 86,189 | 12,148 | 111,868 |

  91. 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 ($17,500), the Future Plan ($8,750) and the First Hawaiian Bank DCP ($189,045); for Mr. Moses under the 401(k) Plan ($17,500), the Future Plan ($8,750) and the First Hawaiian Bank DCP ($79,483); for Mr. Arizumi under the 401(k) Plan ($17,500), the Future Plan ($8,750) and the First Hawaiian, Inc. DCP ($81,988); for Mr. Char under the 401(k) Plan ($17,500), the Future Plan ($8,750) and the First Hawaiian, Inc. DCP ($70,852) and for Ms. Nakamura under the 401(k) Plan ($17,500), the Future Plan ($8,750) and the First Hawaiian, Inc. DCP ($59,939), 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.

  92. Summary Compensation Table

    | 60 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  93. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth plan-based awards granted in 2025.

  94. 2025 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 | 2/26/25 | 29,264 | 58,527 | 117,054 | — | $1,554,477 | | | 2/26/25 | — | — | — | 39,018 | 1,036,318 | | James M. Moses | 2/26/25 | 7,116 | 14,231 | 28,462 | — | 377,975 | | | 2/26/25 | — | — | — | 9,488 | 252,001 | | Alan H. Arizumi | 2/26/25 | 5,083 | 10,165 | 20,330 | — | 269,982 | | | 2/26/25 | — | — | — | 6,777 | 179,997 | | Neill A. Char | 2/26/25 | 4,518 | 9,036 | 18,072 | — | 239,996 | | | 2/26/25 | — | — | — | 6,024 | 159,997 | | Lea M. Nakamura | 2/26/25 | 4,801 | 9,601 | 19,202 | — | 255,003 | | | 2/26/25 | — | — | — | 6,400 | 169,984 |

  95. 2025 Grants of Plan-Based Awards

    (1) Represents the 2025-2027 LTIP Awards under the LTIP, which cliff vest within 60 days following December 31, 2027, 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 26, 2026, February 26, 2027 and February 26, 2028 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.

  96. 2025 Grants of Plan-Based Awards

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 61 |

  97. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End As of December 31, 2025, our NEOs held outstanding equity-based awards of First Hawaiian common stock as listed in the table below.

  98. Outstanding Equity Awards at 2025 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 | 11,477(2) | $290,368 | — | — | | | 69,567(3) | 1,760,045 | — | — | | | 32,052(4) | 810,916 | — | — | | | — | — | 144,230(5) | 3,649,019 | | | 39,018(6) | 987,155 | — | — | | | — | — | 117,054(7) | 2,961,466 | | James M. Moses | 3,344(2) | 84,603 | — | — | | | 20,264(3) | 512,679 | — | — | | | 8,974(4) | 227,042 | — | — | | | — | — | 40,384(5) | 1,021,715 | | | 9,488(6) | 240,046 | — | — | | | — | — | 28,462(7) | 720,089 | | Alan H. Arizumi | 1,497(2) | 37,874 | — | — | | | 9,073(3) | 229,547 | — | — | | | 3,846(4) | 97,304 | — | — | | | — | — | 17,308(5) | 437,892 | | | 6,777(6) | 171,458 | — | — | | | — | — | 20,330(7) | 514,349 | | Neill A. Char | 1,497(2) | 37,874 | — | — | | | 9,073(3) | 229,547 | — | — | | | 3,846(4) | 97,304 | — | — | | | — | — | 17,308(5) | 437,892 | | | 6,024(6) | 152,407 | — | — | | | — | — | 18,072(7) | 457,222 | | Lea M. Nakamura | 547(2) | 13,839 | — | — | | | 2,602(3) | 65,831 | — | — | | | 4,808(4) | 121,642 | — | — | | | — | — | 21,634(5) | 547,340 | | | 6,400(6) | 161,920 | — | — | | | — | — | 19,202(7) | 485,811 |

  99. Outstanding Equity Awards at 2025 Fiscal Year End

    (1) Based on the closing sale price of First Hawaiian common stock on NASDAQ of $25.30 per share on December 31, 2025. (2) Represents restricted stock units that vested on February 22, 2026, subject to continued employment through the applicable vesting date. Represents the 2023-2025 LTIP Awards at earned 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.

  100. Outstanding Equity Awards at 2025 Fiscal Year End

    | 62 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  101. Outstanding Equity Awards at 2025 Fiscal Year End

    Represents restricted stock units that vest in two equal installments on each of February 28, 2026 and February 28, 2027, subject to continued employment through the applicable vesting date. (5) 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. (6) Represents restricted stock units that vest in three equal annual installments on each of February 26, 2026, February 26, 2027 and February 26, 2028, subject to continued employment through the applicable vesting date. (7) Represents the 2025-2027 LTIP Awards at maximum performance, which cliff vest within 60 days following December 31, 2027, the end of the three-year performance period, subject to continued employment through the vesting date.

  102. 2025 Stock Vested

    2025 Stock Vested The following table sets forth information with respect to our NEOs regarding the value of stock awards that vested in 2025.

  103. 2025 Stock Vested

    | | Stock Award | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Robert S. Harrison | 89,381 | $2,442,532 | | James M. Moses | 11,667 | 308,646 | | Alan H. Arizumi | 11,928 | 326,144 | | Neill A. Char | 11,155 | 304,814 | | Lea M. Nakamura | 5,067 | 137,509 |

  104. 2025 Stock Vested

    (1) Amounts include (i) performance share unit awards granted pursuant to the LTIP for the 2022-2024 performance cycle (the “2022-2024 LTIP Awards”) that vested at 125.1% performance on February 18, 2025, (ii) the portion of restricted stock units awarded on February 23, 2022 that vested on February 23, 2025, (iii) the portion of restricted stock units awarded on February 22, 2023 that vested on February 22, 2025, (iv) the portion of restricted stock units awarded on February 28, 2024 that vested on February 28, 2025 and (v) solely for Mr. Moses, the portion of restricted stock units awarded on January 3, 2023 that vested on January 3, 2025. (2) Based, in each case, on the closing sale price of First Hawaiian common stock on NASDAQ on the applicable vesting date.

  105. 2025 Pension Benefits

    2025 Pension Benefits The following table provides information as of December 31, 2025 with respect to each defined benefit or other pension plan that provides for pension benefits in which our NEOs participate. For 2025, 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.”

  106. 2025 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 | $14,197,956 | $— |

  107. 2025 Pension Benefits

    As of December 31, 2025

  108. 2025 Pension Benefits

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 63 |

  109. 2025 Nonqualified Deferred Compensation

    2025 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 more information, see “Compensation Discussion and Analysis—Other Benefits and Retirement Plans.”

  110. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2025 | Registrant Contributions in Fiscal Year 2025(1) | Aggregate Earnings (loss) in Fiscal Year 2025 | Aggregate Withdrawals/ Distributions | Aggregate Balance at End of Fiscal Year 2025(2) | | Robert S. Harrison | $— | $189,045(3) | $245,432 | $— | $3,275,521 | | James M. Moses | — | 79,483(3) | 25,048 | — | 205,170 | | Alan H. Arizumi | — | 81,988(4) | 196,403 | — | 3,678,225 | | Neill A. Char | — | 70,852(4) | 273,720 | — | 2,266,247 | | Lea M. Nakamura | 103,123(3) | 59,939(3) | 165,060 | — | 1,094,839 |

  111. 2025 Nonqualified Deferred Compensation

    (1) Amounts reported as contributions for the registrant are reported as “All Other Compensation” in the Summary Compensation Table for 2025. (2) Amounts reported here were not previously reported in the Summary Compensation Table. (3) Contributions made under the First Hawaiian Bank DCP. (4) Contributions made under the First Hawaiian, Inc. DCP.

  112. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  113. 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. In the event of termination for any other reason (including in the event of termination without cause or for good reason outside of the change in control protection period described above), equity awards will be forfeited.

  114. Outstanding Equity Awards

    | 66 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  115. 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, 2025 and the value of our common stock of $25.30, the closing price of our common stock on December 31, 2025. For information regarding benefits that would be payable with respect to the SERP, First Hawaiian, Inc. DCP and First Hawaiian Bank DCP, see the “2025 Pension Benefits” and “2025 Nonqualified Deferred Compensation” tables on pages 63-64.

  116. 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) | $5,180,070 | $24,510 | $10,458,953(4) | $20,000 | $15,683,533 | | Termination without Cause or for Good Reason | 2,590,035 | — | — | — | 2,590,035 | | Retirement | — | — | 7,032,062 | — | 7,032,062 | | Death or Disability | — | — | 5,104,983 | — | 5,104,983 | | James M. Moses | | | | | | | Termination in Connection with a Change in Control(1) | 2,224,593 | 33,601 | 2,293,479(4) | 20,000 | 4,571,672 | | Termination without Cause or for Good Reason | 1,112,297 | — | — | — | 1,112,297 | | Retirement | — | — | 1,951,611 | — | 1,951,611 | | Death or Disability | — | — | 1,392,875 | — | 1,392,875 | | Alan H. Arizumi | | | | | | | Termination in Connection with a Change in Control(1) | 2,197,575 | 111,149 | 1,488,424(4) | 20,000 | 3,717,149 | | Termination without Cause or for Good Reason | 1,098,788 | — | — | — | 1,098,788 | | Retirement | — | — | 938,727 | — | 938,727 | | Death or Disability | — | — | 708,746 | — | 708,746 | | Neill A. Char | | | | | | | Termination in Connection with a Change in Control(1) | 1,926,801 | 24,510 | 1,412,246(4) | 20,000 | 3,383,557 | | Termination without Cause or for Good Reason | 963,401 | — | — | — | 963,401 | | Retirement | — | — | 914,331 | — | 914,331 | | Death or Disability | — | — | 680,174 | — | 680,174 | | Lea M. Nakamura | | | | | | | Termination in Connection with a Change in Control(1) | 1,631,339 | 33,380 | 1,396,332(4) | 20,000 | 3,081,051 | | Termination without Cause or for Good Reason | 815,669 | — | — | — | 815,669 | | Retirement | — | — | 789,437 | — | 789,437 | | Death or Disability | — | — | 602,182 | — | 602,182 |

  117. 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, 2025, 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.

  118. Potential Payments upon Termination or Change in Control

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 67 |

  119. 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 2023-2025 LTIP Awards, the performance conditions of which were satisfied by the NEOs as of December 31, 2025. Assuming target performance for all unearned performance share units (other than the 2023-2025 LTIP Awards) and earned performance for the 2023-2025 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, $7,153,710; for Mr. Moses, $1,935,256; for Mr. Arizumi, $1,012,304; for Mr. Char, $964,689; and for Ms. Nakamura, $879,757.

  120. 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.

  121. Pay Ratio Disclosure

    | | 2025 Annual Total Compensation ($) | | Mr. Harrison, our Chief Executive Officer | $6,285,693 | | Our median employee | $74,866 | | Pay ratio estimate | 84:1 |

  122. 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, 2025, 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 annualized compensation for employees who were employed on December 31, 2025 but who were not employed for the entire year. 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.

  123. 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 2025 performance year can be found in the “Compensation Discussion and Analysis” included in this Proxy Statement.

  124. Pay Versus Performance Disclosure

    | 68 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  125. 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 ($) | Peer Group TSR ($) | | | | 2025 | 6,285,693 | 6,146,568 | 1,636,757 | 1,750,315 | 132.97 | 152.71 | 276 | 15.9 | | 2024 | 5,377,973 | 7,371,874 | 1,670,700 | 2,161,798 | 130.81 | 143.39 | 230 | 16.2 | | 2023 | 5,366,855 | 3,454,911 | 1,639,438 | 1,485,527 | 110.24 | 126.67 | 235 | 18.4 | | 2022 | 4,551,135 | 5,768,293 | 1,272,234 | 1,029,347 | 119.23 | 127.17 | 266 | 20.2 | | 2021 | 4,427,813 | 4,769,225 | 1,354,207 | 1,430,129 | 120.33 | 136.64 | 266 | 16.3 |

  126. 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.

  127. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Alan H. Arizumi | Alan H. Arizumi | Alan H. Arizumi | James M. Moses | James M. Moses | | Ravi Mallela | Christopher L. Dods | Christopher L. Dods | Christopher L. Dods | Alan H. Arizumi | | Ralph M. Mesick | Ravi Mallela | James M. Moses | Alan H. Arizumi | Neill A. Char | | Lance A. Mizumoto | Ralph M. Mesick | Neill A. Char | Neill A. Char | Lea M. Nakamura | | Mitchell E. Nishimoto | Lance A. Mizumoto | Ralph M. Mesick | | | | | | Lance A. Mizumoto | | |

  128. 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. Average Non-CEO NEO values for FY2023 have been restated below due to an update to the Summary Compensation Table totals. See footnote 2 in the Summary Compensation Table on page 59.

  129. 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 ($) | Compensation Actually Paid to CEO ($) | | 2025 | 6,285,693 | (767,082) | (2,590,795) | — | 3,218,752 | 6,146,568 |

  130. 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 ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2025 | 1,636,757 | — | (476,222) | — | 589,780 | 1,750,315 | | 2023 | 1,639,438 | — | (486,649) | — | 332,738 | 1,485,527 |

  131. Pay Versus Performance Disclosure

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 69 |

  132. 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:

  133. 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 ($) | | 2025 | 3,368,556 | (249,921) | 100,117 | — | 3,218,752 |

  134. 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 ($) | | 2025 | 619,200 | (39,184) | 9,764 | — | 589,780 | | 2023 | 527,687 | (80,231) | (76,589) | (38,129) | 332,738 |

  135. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025, as required pursuant to Item 402(v) of Regulation S-K. 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.

  136. Pay Versus Performance Disclosure

    | 70 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  137. 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.

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

    | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | 71 |

  139. 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.

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

    | 72 | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT |

  141. 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.