DEF 14A of Hawaiian Electric Industries Inc, Apr 29, 2026

DEF 14A of Hawaiian Electric Industries Inc

Filed Apr 29, 2026 · FY20250001104659-26-051288

Open on EDGAR

  1. How To Vote Your Shares

    | | Page | | Summary Compensation Table | 44 | | Grants of Plan-Based Awards | 46 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 47 | | 2025 Option Exercises and Stock Vested | 48 | | Pension Benefits | 49 | | Potential Payments Upon Termination or Change in Control | 51 | | CEO Pay Ratio | 53 | | Pay Versus Performance | 54 | | STOCK OWNERSHIP INFORMATION | 57 | | OTHER RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 59 | | AUDIT & RISK COMMITTEE REPORT | 60 | | PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | 62 | | ABOUT THE 2026 ANNUAL MEETING | 63 | | VOTING PROCEDURES | 64 | | OTHER INFORMATION | 67 | | EXHIBIT A: Reconciliation of GAAP to Non-GAAP Measures | A-1 | | EXHIBIT B: 2025 Utility Executive Incentive Compensation Plan Metrics | B-1 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Following Hawaiian Electric Industries, Inc.’s (HEI or the Company) disposition of American Savings Bank, F.S.B. (ASB) in 2024 and the primary assets of Pacific Current (PC) in 2025, the Company has adopted a “pure play” business model with Hawaiian Electric Company, Inc. (Hawaiian Electric or the Utility) as the Company’s sole operating company. Accordingly, the Company’s Board of Directors (Board) is proposing an expanded Board slate that includes six incumbent nominees (current HEI directors), and six non-incumbent nominees (current Hawaiian Electric directors). The following tables provide summary information about the twelve nominees for election to the Board. Additional information about all nominees, may be found beginning on page 2.

  3. INCUMBENT DIRECTOR NOMINEES

    INCUMBENT DIRECTOR NOMINEES

  4. INCUMBENT DIRECTOR NOMINEES

    | Name | Age | Director Since | Primary Occupation | Independent | Committee Membership | Other Public Boards | | Celeste A. Connors | 50 | 2019 | President, East West Center | | ARC,NCGC | None | | Elisia K. Flores | 41 | 2021 | Chief Executive Officer & Vice Chair, L&L Franchise Inc. | | ARC, CC | None | | Peggy Y. Fowler | 74 | 2011 | Former Chief Executive Officer, Portland General Electric Company | | CC (Chair), NCGC, EC | None | | Micah A. Kāne | 57 | 2019 | President & Chief Executive Officer, Parker Ranch, Inc. | | NCGC, CC | None | | William James Scilacci, Jr. | 70 | 2019 | Former Executive Vice President & Chief Financial Officer, Edison International | | ARC (Chair), EC NCGC | None | | Scott W. H. Seu | 60 | 2022 | President & Chief Executive Officer, Hawaiian Electric Industries, Inc. | | EC | None |

  5. INCUMBENT DIRECTOR NOMINEES

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

  6. NON-INCUMBENT DIRECTOR NOMINEES

    NON-INCUMBENT DIRECTOR NOMINEES

  7. NON-INCUMBENT DIRECTOR NOMINEES

    | Name | Age | Primary Occupation | Independent | Other Public Boards | | James A. Ajello | 73 | Former Senior Vice President & Chief Financial Officer, Portland General Electric Company | | None | | Admiral John C. Aquilino | 64 | Owner, JCA and Associates LLC | | Lockheed Martin Corporation | | Timothy E. Johns | 70 | President and Chief Executive Officer, Zephyr Insurance Company, Inc. | | None | | Shelee M.T. Kimura | 52 | President & Chief Executive Officer, Hawaiian Electric Company, Inc. | | None | | Mary E. Kipp | 58 | President & Chief Executive Officer, Puget Sound Energy | | Boston Properties, Inc. | | Toby B. Taniguchi | 54 | President & Chief Executive Officer, KTA Super Stores | | None |

  8. GOVERNANCE HIGHLIGHTS

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

  9. GOVERNANCE HIGHLIGHTS

    | CURRENT BOARD OF DIRECTORS | | | Independent Chair of the Board | YES | | Number of independent directors | 6 of 7** | | All Audit & Risk, Compensation & Human Capital Management and Nominating and Corporate Governance Committee members are independent | YES | | All directors attended at least 75% of meetings of the Board and Board committees on which they served in 2025 (during the period that the director served as a director) | YES | | Policy limitation on membership on other public company boards | YES | | Annual Board and committee self-evaluations and periodic director self and peer review | YES | | Directors required to submit resignation for Board consideration upon the end of their term after reaching age 75 or in the event of a significant change in their employment | YES | | Share ownership and retention requirements for directors and executives | YES |

  10. GOVERNANCE HIGHLIGHTS

    * For additional information see page 18. ** Based on current board composition. If all twelve nominees are elected at the annual meeting, the number of independent directors will be 10 of 12.

  11. EXECUTIVE COMPENSATION HIGHLIGHTS — PAYING FOR PERFORMANCE

    EXECUTIVE COMPENSATION HIGHLIGHTS — PAYING FOR PERFORMANCE Incentivizing Value Creation The compensation program for our named executive officers is designed to focus executives on actions that create value for our customers, employees, communities and shareholders, with priorities evolving over time to align with the Company’s strategic objectives. Following the 2023 Maui windstorm and wildfires, for HEI and Hawaiian Electric executives, for the 2025 annual and long-term incentive programs, the HEI Compensation & Human Capital Management Committee has continued to emphasize performance metrics focused on resilience and safety, including wildfire mitigation, generation reliability and system hardening. Emphasis on Long-Term and Performance-Based Compensation Executive compensation is composed of four primary elements: base salary, annual performance-based incentives, long-term performance-based incentives earned over three years, and long-term time-based incentives consisting of restricted stock units or restricted cash awards vesting over three years. We balance variable pay and fixed pay, with a significant part of the total compensation opportunities for each named executive officer linked to the Company’s financial, market and operational results. The compensation program also balances the importance of achieving long-term strategic objectives and critical short-term goals that are linked to long-term objectives.

  12. COMPENSATION & HUMAN CAPITAL MANAGEMENT COMMITTEE DECISION-MAKING

    | OUR EXECUTIVE COMPENSATION PROGRAM INCORPORATES BEST PRACTICES: | | | | | | Rigorous performance goals are aligned with business strategy | | No employment contracts | | | Stock ownership and retention requirements apply to named executive officers | | Minimal perquisites | | | Clawback policy for performance-based pay | | Prohibition against hedging and pledging of HEI stock | | | “Double trigger” change-in-control agreements | | No dividends or dividend equivalents paid on unearned performance shares | | | No tax gross ups (except for executive death benefit frozen in 2009) | | |

  13. OTHER POSITIONS

    OTHER POSITIONS Director, Tailhook Association (since 2025) (nonprofit supporting the interests of aircraft carriers, naval aviation and their crews) Advisory Board Member, Logistics Management Institute (since 2025) Advisory Board Member, Shield AI (since 2025) Advisory Board Member, Red Cell (since 2025)

  14. OTHER POSITIONS

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

  15. OTHER POSITIONS

    | Age: 50 Independent Director Since: 2019 Principal Occupation: President, East West Center (since 2025) |

  16. OTHER POSITIONS

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

  17. EDUCATION

    EDUCATION Bachelor of Arts, International Relations, Tufts University Master of Science (MSc), Development Studies, University of London, School of Oriental and African Studies (SOAS) Raised in Hawai’i, Ms. Connors brings to the Board extensive risk management and national security experience from chairing complicated interagency processes as a double-hatted Director for Energy and Environment on both the National Economic Council and National Security Council in the White House. In this role, she advised the President, Vice President and Cabinet on economic, energy, technology, and climate strategies. Ms. Connors also has foreign policy expertise and helps the Board address key geopolitical threats from her experience managing economic, finance and counter terrorism risk while serving as a diplomat with the U.S. Department of State in Saudi Arabia, Greece and Germany. Ms. Connors also has a background in resilient infrastructure project management and finance as the co- founder and CEO of c.dots development. Ms. Connors serves as President of the East-West Center, established by Congress to promote better relations and understanding between the United States and nations in Asia and the Pacific through cooperative study, research and dialogue. She leads the Center’s focus on economic security across strategic dialogue, research, leadership and education programs. Ms. Connors’ 25 years of experience managing risk at the highest level of government, and governance background from serving on nonprofit and industry boards helps the Board oversee and guide company strategy. Her energy, climate and national security experience provides the Board and company with important insights into key risks and opportunities to support a more secure and prosperous energy future.

  18. PROFESSIONAL EXPERIENCE

    PROFESSIONAL EXPERIENCE Chief Executive Officer (2021-2025) and Executive Director (2015-2021), Hawai’i Green Growth Visiting Scholar and Professor, (Energy, Resources and Environment Program), Johns Hopkins University (2012-2019) Chief Executive Officer and Co-Founder, c.dots development (builds partnerships to deliver resilient infrastructure (since 2012) Director (Energy and Environment), National Security Council, White House (2008-2012) Diplomat, U.S. Department of State (2000-2012) Foreign Policy Advisor — Office of the Mayor), City of New York (1999-2000)

  19. OTHER POSITIONS

    OTHER POSITIONS Director, Pacific Asian Affairs Council (since 2025) Director, Hawaii Visitor and Convention Bureau (since 2022) Director, American Savings Bank (former HEI Subsidiary) (2022-2023) Affiliate Faculty, University of Hawai’i, Hawai’i Natural Energy Institute (HNEI) (since 2021-2024) Director, America’s Service Commission (2014-2018) Director, Icebreaker One (intersection of data & sustainability for net zero) (since 2017)

  20. OTHER POSITIONS

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

  21. OTHER POSITIONS

    | Age: 41 Independent Director Since: 2021 Principal Occupation: Chief Executive Officer & Vice Chair, L&L Franchise, Inc. (since 2019) |

  22. OTHER POSITIONS

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

  23. EDUCATION

    EDUCATION Bachelor of Science, University of Southern California, Marshall School of Business Executive Master of Business Administration, University of California Los Angeles, Anderson School of Management Ms. Flores is a recognized business leader with executive leadership, strategic planning and financial oversight experience from serving as CEO and CFO of L&L Franchise, a national franchisor with 230 restaurants across the US and Japan. As CEO she is responsible for setting the strategic vision of the company and driving new growth initiatives. She has been instrumental in developing key partnerships to expand L&L’s business, strengthening the brand across markets and implementing national revenue generating programs for the franchises. Ms. Flores has notable financial and corporate audit experience from serving as Senior Finance Manager and Corporate Auditor at General Electric Company where she received the 2010 Contemporary Leadership Award. She also has financial oversight and board leadership experience as Chair of the ASB Audit Committee from 2019 to 2023. Ms. Flores’ business acumen and innovation make her a valuable addition to the Board. She was named Business Leader of the Year by Pacific Business News in 2020 and 2021. Her knowledge and sensitivities to Hawai’i’s unique business and government environment also provide significant value.

  24. PROFESSIONAL EXPERIENCE

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

  25. OTHER POSITIONS

    OTHER POSITIONS Director (since 2019) and Chairman of the Finance Committee (since 2021), Hawai’i Pacific Health (one of Hawai’i’s largest health care systems) Director, East West Center (since 2022) (non-profit education and research organization supporting relations between the U.S., Asia and the Pacific)

  26. OTHER POSITIONS

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

  27. OTHER POSITIONS

    | Age: 74 Independent Director Since: 2011 Principal Occupation: Former Chief Executive Officer, Portland General Electric Company (PGE) (2000-2009) |

  28. OTHER POSITIONS

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

  29. OTHER POSITIONS

    OTHER POSITIONS Trustee, Parker Ranch Foundation Trust and Parker Ranch, Inc. (largest cattle ranch in Hawaii which operates under Parker Ranch Foundation Trust, a charitable trust with assets valued at over $350 million) (since 2005) Director, Hawaii Gas (2003-2005) Director, Grove Farm Company, Inc. (privately-held community and real estate development firm operating on the island of Kauai) (since 2004) Trustee, Consuelo Foundation (humanitarian non-profit organization) (since 2012) Director, Oahu Economic Development Board (since 2013) Director, Polynesian Voyaging Society (since 2013) Chair and Director, KUPU (Hawaii non-profit focused on empowering youth through environmental and cultural sustainability) (since 2023)

  30. OTHER POSITIONS

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

  31. OTHER POSITIONS

    | Age: 57 Independent Director Since: 2019 Principal Occupation: President and Chief Executive Officer, Parker Ranch, Inc. (since 2025) |

  32. OTHER POSITIONS

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

  33. OTHER POSITIONS

    OTHER POSITIONS Director, Edison Electric Institute (2015-2019 & 2020 to present) Deputy Chair and Director, Federal Reserve Bank for the 11th District (2018-2019) Director, American Gas Association (since 2020) Director, Challenge Seattle (alliance of regional employers addressing community challenges such as affordable housing, homelessness and workforce development) (since 2020) Member, Board of Trustees, Williams College (2024 to present)

  34. OTHER POSITIONS

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

  35. OTHER POSITIONS

    | Age: 70 Independent Director Since: 2019 Principal Occupation: Former Executive Vice President and Chief Financial Officer, Edison International (2008-2016) |

  36. OTHER POSITIONS

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

  37. EDUCATION

    EDUCATION Bachelor of Arts, University of California, Los Angeles Master of Business Administration, Santa Clara University Mr. Scilacci has significant leadership and operational management experience through serving as CFO of Edison International, a publicly- traded company whose market cap increased substantially during Mr. Scilacci’s tenure. He has extensive experience communicating with Wall Street analysts, investors and rating agencies and has demonstrated a strong track record of shareholder value creation. He has extensive utility experience through his over 20 years in financial management with Southern California Edison, the primary energy supply company for Southern California. Southern California Edison is a leader in developing and implementing grid modernization, electrification of transportation, renewable energy and energy efficiency strategies. Mr. Scilacci was also the CFO of Edison International’s competitive generation subsidiary. During his tenure, Edison International made material investments in wind energy and natural gas-fired generation. He also oversaw the company’s subsidiaries’ energy trading business. Mr. Scilacci has a keen understanding of enterprise risk management having managed Edison International’s enterprise risk management program to identify, monitor and forecast risks to the company.

  38. PROFESSIONAL EXPERIENCE

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

  39. OTHER POSITIONS

    OTHER POSITIONS Director, Shipshape, Inc. (start-up energy management services business) (since 2023) Director, Chair of the Finance Committee, Member of Audit Committee, Loyola High School of Los Angeles (2015-2025) President (2019) and Director (2017-2019), Bel-Air Bay Club

  40. OTHER POSITIONS

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

  41. OTHER POSITIONS

    | Age: 60 HEI Director Since: 2022 Principal Occupation: President and Chief Executive Officer, HEI (since 2022) |

  42. OTHER POSITIONS

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

  43. Independent directors

    Independent directors Under HEI’s Corporate Governance Guidelines, a majority of Board members must qualify as independent under the listing standards of the NYSE and any additional requirements as determined by the Board from time to time. • For a director to be considered independent under NYSE listing standards, the Board must determine that the director does not have any direct or indirect material relationship with HEI or the Utility apart from his or her service as a director. The NYSE listing standards also specify circumstances under which a director may not be considered independent, such as when the director has been an employee of the Company within the last three fiscal years, if the director has had certain relationships with the Company’s external or internal auditor within the last three fiscal years or when the Company has made or received payments for goods or services to or from entities with which the director or an immediate family member of the director has specified affiliations and the aggregate amount of such payments in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such entity’s consolidated gross revenues for the fiscal year. • The Board has also adopted Categorical Standards for Director Independence (HEI Categorical Standards), which are available for review on HEI’s website at www.hei.com/govdocs (documents referenced as being available on HEI’s website are not incorporated herein). The HEI Categorical Standards specify circumstances under which a director may not be considered independent. In addition to the circumstances that would preclude independence under the NYSE listing standards, the HEI Categorical Standards provide that a director is not independent if HEI and the Utility have made charitable contributions to a nonprofit organization for which the director serves as an executive officer and the aggregate amount of such contributions in any single fiscal year of the nonprofit organization within the last three fiscal years exceeds the greater of $1 million or 2% of such organization’s consolidated gross revenues for the fiscal year. The Nominating and Corporate Governance Committee and the Board considered the relationships described below in assessing the independence of Board members. Based on its consideration of such relationships and the recommendations of the Nominating and Corporate Governance Committee, the Board determined that all of the incumbent nonemployee directors (Messrs. Kāne and Scilacci; Mss. Connors, Flores and Fowler) and non-incumbent director nominees (Messrs. Ajello, Aquilino, Johns, and Taniguchi and Ms. Kipp) are independent. The remaining nominees, Mr. Seu and Ms. Kimura, are employees of HEI and the Utility, respectively, and, therefore, are not independent under NYSE listing standards. Relationships considered in determining director independence: With respect to Ms. Flores, Mr. Kāne and Mr. Taniguchi, the Board considered amounts paid in the last three fiscal years to purchase electricity from HEI subsidiary Hawaiian Electric (the sole public utility providing electricity to the islands of O’ahu and Hawai’i) by the respective entities employing Ms. Flores, Mr. Kāne and Mr. Taniguchi. None of the amounts paid by the entities for electricity (excluding pass-through charges for fuel, purchased power and Hawai’i state revenue taxes) exceeded the thresholds in the NYSE listing standards or HEI Categorical Standards that would automatically result in a director not being independent. Because Hawaiian Electric is the sole source of electric power on the islands of O’ahu and Hawai’i, the rates Hawaiian Electric charges for electricity are fixed by state regulatory authority, and purchasers of electricity from these public utilities have neither a choice as to supplier nor the ability to negotiate rates or other terms. Accordingly, the Board determined that these relationships do not impair the independence of these directors. With respect to Mr. Johns, the Board considered amounts paid to Kristen Placek, Mr. Johns’ daughter, who is employed by Hawaiian Electric Company, a subsidiary of HEI. Since Mr. Johns had no involvement in the hiring, compensation and/or continuing supervision of Ms. Placek and Ms. Placek is not an executive of Hawaiian Electric, the Board determined that this transaction did not reach the thresholds of the applicable independence standards or otherwise impair Mr. Johns’ independence.

  44. How director compensation is determined

    How director compensation is determined The Board believes that a competitive compensation package is necessary to attract and retain individuals with the experience, skills and qualifications needed to serve as a director of a publicly traded company operating in a highly regulated industry. Nonemployee director compensation is composed of a mix of cash and shares of HEI’s common stock (HEI Common Stock) to align the interests of directors with those of HEI shareholders. Only nonemployee directors are compensated for their service as directors. Mr. Seu, the only current employee director of HEI, does not receive separate or additional compensation for serving as a director. Although Mr. Seu is a member of the Board, neither he nor any other executive officer participates in the determination of nonemployee director compensation. The Compensation & Human Capital Management Committee reviews nonemployee director compensation at least once every three years and recommends changes to the Board. In 2024, the Compensation & Human Capital Management Committee asked its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), to conduct an evaluation of HEI’s nonemployee director compensation practices. FW Cook assessed the structure of HEI’s nonemployee director compensation program and its value compared to competitive market practices of utility peer companies, similar to the assessments used in its executive compensation review. The 2024 analysis took into consideration the duties and scope of responsibilities of directors. The Compensation & Human Capital Management Committee reviewed the analysis in determining its recommendations concerning the appropriate nonemployee director compensation, including cash retainers, stock awards and meeting fees for HEI directors. Based on the 2024 analysis, the Compensation & Human Capital Management Committee recommended, and the Board approved, maintaining substantially the same compensation for 2025 for HEI’s nonemployee directors.

  45. Components of director compensation

    Components of director compensation Cash retainer. HEI nonemployee directors received the cash retainers shown below for their 2025 Board service and for their 2025 service on HEI and subsidiary board committees. No separate cash fees are paid to HEI directors for service on the Utility board, except to the extent that they serve on any committee of the Utility board. Cash retainers were paid in quarterly installments.

  46. Components of director compensation

    | Position* | 2025 Annual Retainer | | HEI Nonexecutive Chair of the Board | 125,000 | | HEI Director | 125,000 | | HEI Audit & Risk Committee Chair | 25,000 | | HEI Compensation & Human Capital Management Committee Chair | 25,000 | | HEI Nominating and Corporate Governance Committee Chair | 25,000 | | HEI Audit & Risk Committee Member | 10,000 | | HEI Compensation & Human Capital Management Committee Member | 10,000 | | HEI Nominating and Corporate Governance Committee Member | 10,000 |

  47. Components of director compensation

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

  48. Components of director compensation

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

  49. Components of director compensation

    Stock or cash awards. Stock grants are made annually to nonemployee directors under the HEI 2011 Nonemployee Director Stock Plan (2011 Director Plan) on the last business day in June and vest immediately. For 2025, each HEI nonemployee director received an annual stock grant in the amount of $125,000 on June 30, 2025. Maximum compensation. Nonemployee directors are subject to a maximum annual compensation limit of $600,000, which includes the aggregate grant date fair value of all awards granted to any nonemployee director during any single calendar year plus the aggregate amount of all cash earned and paid or payable to such director for services rendered for the same year. Deferred compensation. Nonemployee directors may participate in the HEI Deferred Compensation Plan implemented in 2011 (2011 Deferred Compensation Plan) and described under “Compensation Discussion and Analysis — Benefits — Deferred Compensation Plans” below. Under the plan, deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential. Participants may elect the timing upon which distributions are to begin following separation from service (including retirement) and may choose to receive such distributions in a lump sum or in installments over a period of up to 15 years. Lump sum benefits are payable in the event of disability or death. No nonemployee director participated in this plan in 2025. Nonemployee directors are also eligible to participate in the prior HEI Nonemployee Directors’ Deferred Compensation Plan, as amended January 1, 2009, although no nonemployee director deferred compensation under such plan in 2025. Health benefits. Nonemployee directors may participate, at their election and at their cost, in the group employee medical, vision and dental plans generally made available to HEI and Hawaiian Electric employees. No nonemployee director participated in such plans in 2025. 2025 DIRECTOR COMPENSATION TABLE The table below shows the compensation paid to HEI nonemployee directors for 2025.

  50. Components of director compensation

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Celeste A. Connors | 156,847 | 125,000 | 281,847 | | Thomas B. Fargo, HEI Chair3 | 294,000 | 125,000 | 419,000 | | Elisia K. Flores | 152,500 | 125,000 | 277,500 | | Peggy Y. Fowler | 169,000 | 125,000 | 294,000 | | Micah A. Kāne | 154,000 | 125,000 | 279,000 | | William James Scilacci, Jr. | 172,833 | 125,000 | 297,833 |

  51. Components of director compensation

    1 Represents cash retainers and extra meeting fees for Board and committee service (as detailed below). 2 Stock awards in the amount of $125,000, as described above under “Stock Awards.” is included in the total column. 3 Includes fees Adm. Fargo earned as Chair of the Board. Adm. Fargo’s responsibilities as HEI Chair are described above under “Corporate Governance — The Board’s leadership structure.” The table below shows the detail of cash fees paid to HEI nonemployee directors for Board and committee service (including subsidiary committee service) and for serving on the Cybersecurity Working Group in 2025.

  52. Components of director compensation

    | Name | HEI Board Retainer ($) | HEI Committee Retainer ($) | HEI Chair Retainer ($) | HEI Extra Meeting Fees1 ($) | Cyber- security Working Group ($) | Total ($) | | Celeste A. Connors | 125,000 | 20,000 | — | 7,500 | 4,347 | 156,847 | | Thomas B. Fargo, HEI Chair2 | 125,000 | 35,000 | 125,000 | 9,000 | — | 294,000 | | Elisia K. Flores | 125,000 | 20,000 | — | 7,500 | — | 152,500 | | Peggy Y. Fowler | 125,000 | 35,000 | — | 9,000 | — | 169,000 | | Micah A. Kāne | 125,000 | 20,000 | — | 9,000 | — | 154,000 | | William James Scilacci, Jr. | 125,000 | 33,833 | — | 9,000 | 5,000 | 172,833 |

  53. Components of director compensation

    1 Represents extra meeting fees earned for attending Board and committee meetings in excess of the number of meetings specified in “Director Compensation — Components of director compensation — Extra meeting fees.” 2 Adm. Fargo’s fees include fees earned as HEI Chair.

  54. Key design features

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

  55. Our compensation practices demonstrate our commitment to sound governance

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

  56. Compensation consultant & consultant independence

    Compensation consultant & consultant independence The Compensation & Human Capital Management Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), is retained by, and reports directly to, the Compensation & Human Capital Management Committee. FW Cook provides the Compensation & Human Capital Management Committee with independent expertise on market practices and developments in executive compensation, compensation program design, peer group composition and competitive pay levels, and provides related research, data and analyses. FW Cook also advises the Compensation & Human Capital Management Committee regarding analyses and proposals presented by management related to executive compensation. A representative of FW Cook attends Compensation & Human Capital Management Committee meetings, participates in Compensation & Human Capital Management Committee executive sessions and communicates directly with the Compensation & Human Capital Management Committee. In early 2026, as in prior years, the Compensation & Human Capital Management Committee evaluated FW Cook’s independence, taking into account all factors it considered relevant, including the factors specified in the NYSE listing standards and the absence of other relationships between FW Cook and the Company, its directors or executive officers. Based on such factors and FW Cook’s independence policy, which was shared with the Compensation & Human Capital Management Committee, the Compensation & Human Capital Management Committee concluded that FW Cook is independent and that the work of FW Cook has not raised any conflict of interest. We Use Comparative Market Data as a Reference Point for Compensation

  57. Compensation benchmarking

    Compensation benchmarking The Compensation & Human Capital Management Committee considers market data from peer group companies as a reference point in determining the named executive officers’ pay components and target compensation opportunity (composed of base salary, annual performance-based incentive, long-term performance-based incentive and long-term time-based incentive). The Compensation & Human Capital Management Committee may decide that an executive’s compensation opportunity should be higher or lower in relation to peers based on considerations including internal equity, the executive’s level of responsibility, experience, expertise and past performance, as well as retention and succession objectives. Information from public company proxy statements and other public filings for peer group companies was used to provide comparative market data in setting 2025 compensation for all named executive officers. Data from the Willis Towers Watson Energy Services Survey was also used in establishing 2025 compensation. The survey data were size-adjusted based on HEI’s and Hawaiian Electric’s revenues for appropriate comparisons.

  58. Peer groups

    Peer groups

  59. Compensation peers

    Compensation peers Because companies in HEI’s and the Utility’s peer groups and the industries in which they operate continually change, the Compensation & Human Capital Management Committee annually reviews the peer groups used in benchmarking for HEI and subsidiary executive compensation (HEI Compensation Peers), with analysis and recommendations provided by FW Cook, to ensure that the companies within the peer groups remain appropriate. For 2025 compensation, the Compensation & Human Capital Management Committee determined, with input from FW Cook, that no changes to the companies in any of HEI’s or Hawaiian Electric’s compensation peer groups were necessary or appropriate. The selection criteria and resulting 2025 peer groups are set forth below.

  60. Compensation peers

    | | HEI 2025 Peer Group (applies to Messrs. Seu, DeGhetto and Murao) | Utility Subsidiary 2025 Peer Group (applies to Ms. Kimura) | | Selection Criteria | • Publicly traded, US-based electric and multi-utility companies • Revenue balanced in a range of approximately 0.4x to 2.5x HEI’s revenue • Market cap balanced in a range of approximately 0.4x to 2.5x HEI’s revenue • Market cap as a secondary consideration | • Electric and multi-utility companies from HEI’s peer group • Revenue balanced in a range of approximately 0.4x to 2.5x Hawaiian Electric’s revenue • Market cap as a secondary consideration | | Peer Group for 2025 Compensation | ALLETE, Inc. Alliant Energy Corp. AVANGRID, Inc. Avista Corp. Black Hills Corp. Evergy, Inc. IDACORP, Inc. MDU Resources Group Inc. NiSource Inc. Northwestern Corp OGE Energy Corp. Pinnacle West Capital Corp. Portland General Electric TXNM Energy, Inc. | ALLETE, Inc. Alliant Energy Corp. AVANGRID, Inc. Avista Corp. Black Hills Corp. Evergy, Inc. IDACORP, Inc. MDU Resources Group Inc. NiSource Inc. Northwestern Corp. OGE Energy Corp. Pinnacle West Capital Corp. Portland General Electric TXNM Energy, Inc. |

  61. Compensation peers

    Additional Policies and Information

  62. Our programs are designed to guard against excessive risk

    Our programs are designed to guard against excessive risk HEI’s compensation policies and practices are designed to encourage executives to build value for all stakeholders, including shareholders, customers and employees, and to discourage decisions that introduce inappropriate risks. HEI’s Enterprise Risk Management (ERM) function is principally responsible for identifying and monitoring risk at HEI and the Utility, and for reporting on high-risk areas to the Board and designated Board committees. As a result, all HEI directors, including those who serve on the Compensation & Human Capital Management Committee, are apprised of compensation elements that create risks that management believes are reasonably likely to have a material adverse effect on HEI. Risk assessment. On an annual basis, the Compensation & Human Capital Management Committee and its independent compensation consultant review a risk assessment of compensation programs in place at HEI and the Utility for all employees, which is updated annually by the Company’s ERM function. Based on its review of the risk assessment of compensation programs in place in 2025 and consultation with FW Cook, the Compensation & Human Capital Management Committee believes that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company. Risk mitigation features of our programs. Our compensation programs incorporate the following features to promote prudent decision-making and guard against excessive risk: • Financial performance objectives for the annual incentive program are linked to Board-approved budget guidelines, and operational measures (such as resilience and safety) are aligned with the interests of all HEI stakeholders. • An executive compensation recovery policy for erroneously awarded incentive-based compensation (clawback policy) that requires recoupment of performance-based compensation paid to executive officers in the event of an accounting restatement due to the Company’s material noncompliance with any applicable SEC financial reporting requirement. • Annual and long-term incentive awards are capped at maximum performance levels. • Financial opportunities under long-term incentives emphasize the importance of long-term outcomes. • Share ownership and retention guidelines, requiring named executive officers to hold significant amounts of HEI Common Stock, promote a shared interest in HEI’s long-term performance. • Annual grants of long-term performance-based and long-term time-based incentives vest over a period of three years to encourage sustained performance and executive retention. • Performance-based plans use a variety of financial metrics (e.g., adjusted net income, return on average common equity, relative TSR) and nonfinancial performance metrics that correlate with long-term value creation for our stakeholders and are impacted by management decisions. • The Compensation & Human Capital Management Committee and Board continuously monitor risks faced by the enterprise, including through management presentations at quarterly meetings and through periodic written reports from management.

  63. Each element of compensation supports important objectives

    | Compensation Element1 | Summary | Objectives | | Base Salary | Fixed level of cash compensation set in reference to peer group median (may vary based on performance, experience, responsibilities, expertise and other factors). | Attract and retain talented executives by providing competitive fixed cash compensation. | | Annual Performance-Based Incentives | Variable cash award based on achievement of pre-set performance goals for the year. Award opportunity is determined as a percentage of base salary. Performance below threshold levels yields no incentive payment. | Drive achievement of key business results linked to short-term and long-term strategy and reward executives for their contributions to such results. Balance compensation cost and return by paying awards based on performance. | | Long-Term Performance-Based Incentives | Variable equity award based on meeting pre-set performance objectives over a 3-year period. Award opportunity is determined as a percentage of base salary. Performance below threshold levels yields no incentive payment. | Motivate executives and align their interests with those of shareholders by promoting long-term value growth and by paying awards in the form of equity. Balance compensation cost and return by paying awards based on performance. | | Long-Term Time-Based Incentives | Annual grants in the form of RSUs or RCAs that vest over a period of 3 years. Amount of grant is determined as a percentage of base salary. | Promote retention of talented leaders through multi-year vesting and alignment of executive and shareholder interests through shared ownership of HEI stock. | | Benefits | Includes defined benefit pension plans and defined contribution plan; deferred compensation plans; double-trigger change-in-control agreements; minimal perquisites; and an executive death benefit plan (frozen since 2009). | Enhance total compensation with meaningful and competitive benefits that promote retention and peace of mind and contribute to financial security. Double-trigger change-in-control agreements encourage focused attention of executives during major corporate transitions. |

  64. Each element of compensation supports important objectives

    The Company’s current executive compensation program does not include stock options. Except for atypical off-cycle RSU grants most commonly made as part of a new or atypical compensation arrangement (typically in connection with a new hire or promotion), equity grants are approved annually by the Compensation & Human Capital Management Committee in February as part of its review and approval of the annual executive compensation program.

  65. Changes to compensation elements in 2025

    | | Base Salary1 ($) | | Performance-Based Annual Incentive (Target Opportunity2 as % of Base Salary) | | Performance-Based Long-Term Incentive (Target Opportunity2 as % of Base Salary) | | Time-Based Long-Term Incentive (Value as % of Base Salary) | | | Name | 2024 | 2025 | 2024 | 2025 | 2024-26 | 2025-27 | 2024 | 2025 | | Scott W. H. Seu | 995,750 | 1,024,900 | 100 | 120 | 160 | same | 160 | same | | Scott T. DeGhetto3 | 620,000 | 800,000 | 100 | 150 | 45 | — | 45 | $450,000 | | Kurt K. Murao | 499,800 | 528,167 | 60 | 75 | 90 | 80 | 90 | 80 | | Shelee M. T. Kimura | 650,000 | 704,000 | 75 | 80 | 105 | 90 | 105 | 90 |

  66. Realized Compensation for 2025

    Realized Compensation for 2025 The table below and graph that follows provide a supplemental disclosure representing the total direct compensation realized (Realized Compensation) by each named executive officer for 2023-2025. Realized Compensation is calculated by taking the amount of total compensation as set forth in the Summary Compensation Table, subtracting the amount of “Change in Pension Value,” and replacing the amount of “Stock Awards” (in each case, as described in more detail in the Summary Compensation Table and accompanying footnotes) with the amount of “Value Realized on Vesting” from the “2025 Option Exercises and Stock Vested” table, and described in more detail in footnote 1 thereto. The table and graph below differ substantially from the Summary Compensation Table and are not a substitute for that table. For example, SEC rules require that the full grant date fair value of equity awards be reported in the Summary Compensation Table for the year in which they were granted; however, this supplemental disclosure includes the value of compensation actually received from equity awards in the year in which the awards vested and were settled. Consequently, Realized Compensation for a named executive officer for any given year may differ significantly from the total compensation reported in the Summary Compensation Table for that year.

  67. 2025 Summary Compensation Table Total vs 2025 Realized Compensation

    2025 Summary Compensation Table Total vs 2025 Realized Compensation

  68. Annual incentive opportunities

    Annual incentive opportunities HEI named executive officers and other executives are eligible to earn an annual cash incentive award under HEI’s Executive Incentive Compensation Plan (EICP) based on the achievement of performance goals for the year. Each year, the Compensation & Human Capital Management Committee determines the target annual incentive opportunity, performance metrics and the applicable goals for each executive.

  69. 2025 target annual incentive opportunity

    2025 target annual incentive opportunity The target annual incentive opportunity is determined as a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times the target opportunity, respectively, except for Mr. DeGhetto, whose threshold and maximum opportunities are 100% and 200% of base salary, respectively (target opportunity is an amount equal to 150% of base salary). In establishing the target percentage for each executive, the Compensation & Human Capital Management Committee takes into account the mix of pay elements, competitive market data, internal equity, prior performance and other factors described above under “Base salary.” For the 2025 target annual incentive opportunities, in consideration of its review of the market data for each position and the retention and incentive value of the overall annual incentive program, as well as changes in roles and responsibilities of the individual executives, the Compensation & Human Capital Management Committee recommended, and the Board of HEI or Hawaiian Electric, as applicable, ratified or approved, as applicable, the 2025 target annual incentive opportunities for the named executive officers as shown in the table above under the heading “Changes to compensation elements in 2025.” The increases to the target annual incentive opportunity for Mr. Murao and Ms. Kimura are partially offset by reductions in the opportunity for long-term performance-based compensation and reflect a rebalancing of short- and long-term performance-based compensation in consideration of market practices. Mr. Seu’s increase was designed to bring him closer to the peer median. Mr. DeGhetto’s increase was made in connection with his extension as the Company’s CFO beyond the term originally contemplated. In 2025, Mr. DeGhetto also received an annual incentive payment for completion of special projects assigned to him by the Compensation & Human Capital Management Committee during 2025 that was separate from his 2025 EICP award and is reflected in the Summary Compensation Table below.

  70. 2025 performance metrics, goals, results & payouts

    2025 performance metrics, goals, results & payouts The performance metrics for annual incentives are chosen because they directly align with the Company’s strategic priorities and correlate with creating shareholder value. The 2025 performance metrics for Messrs. Seu, DeGhetto and Murao related to HEI and the Utility, while the metrics for Ms. Kimura related solely to the Utility. The rationale for each metric is shown in the table below. In addition to selecting performance metrics, the Compensation & Human Capital Management Committee determines the level of performance required to attain the threshold, target and maximum goal for each metric. The level of difficulty of the goals reflects the Compensation & Human Capital Management Committee’s belief that incentive pay should be motivational — that is, the goals should be challenging but achievable — and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Compensation & Human Capital Management Committee believes the threshold should represent solid performance with positive financial/operating results, target should denote challenging but achievable goals and maximum should signify exceptional performance. The target level for financial goals, such as net income, is generally set at the level of the Board approved budget, which represents the level of performance the Company seeks to achieve for the year. In setting the threshold and maximum levels, the Compensation & Human Capital Management Committee considers whether the risks to accomplishing the budget weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target level. The table below identifies the 2025 annual incentive metrics, the objective each measure serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, the results for 2025 and the percentage of target achieved. Differences in the metrics and weightings applied for each of the named executive officers leads to differing totals achieved as a percentage of target opportunity. In light of economic conditions and other considerations, for HEI’s and the Utility’s CEOs (Mr. Seu and Ms. Kimura, respectively), the Compensation & Human Capital Management Committee on the one hand, and Mr. Seu and Ms. Kimura on the other, mutually determined that cash incentives for the 2025 EICP would be subject to performance conditions tied to the projected settlement payments for the Maui wildfire and windstorm tort litigation scheduled to be made in 2026, 2027, 2028 and 2029. Correspondingly, equal installments of Mr. Seu’s and Ms. Kimura’s respective 2025 EICP award will become payable in 2026, 2027, 2028 and 2029, subject to Mr. Seu’s and Ms. Kimura’s respective continued employment through the time of the applicable settlement payment, and each EICP payment further subject to forfeiture if the corresponding settlement payment expected in that year is not made.

  71. 2025 performance metrics, goals, results & payouts

    | 2025 Annual Incentive Performance Metrics & Why We Use Them | Weighting | Goals | | | Results | Total Achieved as a % of Target Opportunity | | | | Threshold | Target | Maximum | | | | Seu, DeGhetto* and Murao | | | | | | | | HEI Consolidated Adjusted Net Income focuses on fundamental earnings, which correlates to shareholder value | 35% | $82.0M | $91.1M | $93.8M | $97.8M | 181% | | Utility Operations1 supports safe, reliable utility operations which benefits all stakeholders | 35% | See note 1 below | See note 1 below | See note 1 below | See note 1 below | | | HEI Strategic/Value Creation2 rewards actions that result in a measurable increase of enterprise value and/or loss avoided | 30% | See note 2 below | See note 2 below | See note 2 below | 175% of Target | | | Kimura | | | | | | | | Utility Safety and Resilience rewards successful implementation of the wildfire mitigation plan, improving employee safety by reducing serious injuries and lost workdays and generation reliability which promotes customer satisfaction and confidence | 55% | | See Exhibit B | | See Exhibit B | 175% | | Utility Financial Health focuses on net income which promotes long-term financial stability and increasing shareholder value | 25% | | See Exhibit B | | See Exhibit B | | | Utility Trust & Reputation promotes customer satisfaction and community trust and supports sustained long-term shareholder value | 10% | | See Exhibit B | | See Exhibit B | | | Utility Workforce measures employee engagement, belonging and well-being which promote retention and commitment and progress developing a strategic workforce plan | 10% | | See Exhibit B | | See Exhibit B | |

  72. 2025 performance metrics, goals, results & payouts

    * Mr. DeGhetto’s 2025 EICP payout percentages (100% of base salary at threshold, 150% at target and 200% at maximum) were determined independently as part of a new compensation package in connection with his extension as the Company’s CFO. His total achieved as a percentage of target opportunity is 126%. 1 Utility Operations is a composite of three of the Utility’s four operational goals (each with subgoals), including safety and resilience, trust and reputation and Utility workforce, weighted in the same proportion for which they are weighted for Utility executives. See Exhibit B. 2 Performance under the HEI Strategic/Value Creation incentive was determined by the Board with the level of achievement scaled based on the aggregate value to the Company and the reward intended to be commensurate with the value created and/or loss avoided. In evaluating this metric, the Board considered accomplishments during 2025, including among others, the sale of Pacific Current’s principal assets, the tender offer for HEI debt, restructuring and refinancing credit facilities, completing the Utility high yield debt offering, development of the tort settlement financing plan, progress in reaching a final and nonappealable tort settlement, reaching a settlement agreement with plaintiffs in the shareholder derivative and class action litigation and passing key legislation. The following table shows how Total Achieved as a Percentage of Target Opportunity from the table above is converted into a dollar value for each named executive officer. The payout amounts are also shown in the “Nonequity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” in the “Executive Compensation Tables” section below. The range of possible annual incentive payouts for 2025 is shown in the “2025 Grants of Plan-Based Awards” table in the “Executive Compensation Tables” section below.

  73. 2025 performance metrics, goals, results & payouts

    | Name | Target Opportunity (% of base salary) | | Base Salary ($) | | Target Opportunity ($) | | Total Achieved as a % of Target Opportunity (%)1 | | 2025 Actual Annual Incentive Payout ($)1,2 | | Scott W. H. Seu | 120 | × | 1,024,900 | = | 1,229,880 | × | 181 | = | — | | Scott T. DeGhetto | 150 | × | 800,000 | = | 1,200,000 | × | 126 | = | 1,511,289 | | Kurt K. Murao | 75 | × | 528,167 | = | 396,125 | × | 181 | = | 716,836 | | Shelee M. T. Kimura | 80 | × | 704,000 | = | 563,200 | × | 175 | = | — |

  74. 2025 performance metrics, goals, results & payouts

    1 Figures may not calculate to the amount shown in 2025 Actual Annual Incentive Payout due to rounding of the Total Achieved as a percentage of Target Opportunity. Total Achieved as a percentage of Target Opportunity was rounded for ease of presentation. In light of economic conditions and other considerations, the Compensation & Human Capital Management Committee and Mr. Seu and Ms. Kimura determined that their 2025 EICP awards would be tied to settlement payments for the Maui windstorm and wildfire tort litigation scheduled to be made in four installments beginning in 2026. Accordingly, no 2025 EICP awards were earned or paid to Mr. Seu or Ms. Kimura in 2025.

  75. Non-GAAP Net Income Metrics — 2025 Annual Incentive

    Non-GAAP Net Income Metrics — 2025 Annual Incentive HEI Consolidated Adjusted Net Income and Utility Consolidated Adjusted Net Income performance for purposes of 2025 annual incentive compensation were calculated on a non-GAAP basis, consistent with prior years. Pursuant to the EICP, the Compensation & Human Capital Management Committee may exclude items from the calculation of net income to the extent they arose from extraordinary or nonrecurring events or from changes to applicable accounting rules or practices. In 2025, the Company experienced extraordinary and nonrecurring events that impacted the Company’s operations and financial performance in a variety of ways, some of which the Compensation & Human Capital Management Committee deemed appropriate to take into consideration in determining EICP performance. Specifically, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes). Excluded items include a portion of the wildfire-related expenses and loss on sale of subsidiaries and asset impairment in connection with HEI’s review of strategic alternatives for Pacific Current.

  76. Non-GAAP Net Income Metrics — 2025 Annual Incentive

    | Year ended December 31, 2025 | HEI CONSOLIDATED | UTILITY CONSOLIDATED | | (in millions) | | | | GAAP net income (as reported) | $123.1 | $168.2 | | Excluding special items (after-tax): | | | | Wildfire expense, net of insurance recovery less than budget1 | (33.3) | (26.1) | | Asset impairment and loss on sale of subsidiaries in excess of budget2 | 8.0 | — | | Non-GAAP (adjusted) net income for 2025 EICP purposes | $97.8 | $142.1 |

  77. Non-GAAP Net Income Metrics — 2025 Annual Incentive

    Note: Columns may not foot due to rounding 1 Accrued expense below budget for Maui windstorm and wildfire costs primarily relating to insurance premiums, wildfire safety strategy O&M and A/R facility amortization that were deferred but assumed to be expensed in the budget. 2 Accrued expense above budget for the asset impairment taken and loss on sale of subsidiaries in connection with HEI’s review of strategic alternatives for Pacific Current. See “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.

  78. Long-term incentives

    Long-term incentives Long-term incentives include performance-based opportunities under HEI’s LTIP, which are based on achievement of performance goals over rolling three-year periods, and time-based opportunities that include RSUs and RCAs which vest over a three-year period. In unusual circumstances, from time to time, the Company grants long-term time-based incentives that vest over a different period. These incentives are designed to directly align executive interests with those of shareholders by rewarding executives for creating long-term value.

  79. Long-term performance-based incentives

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

  80. 2025-27 target long-term incentive opportunity

    2025-27 target long-term incentive opportunity As with the annual incentives, the target long-term incentive opportunity is established as a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times the target opportunity, respectively. In establishing the target percentage for each executive, the Compensation & Human Capital Management Committee considers the mix of pay elements, competitive market data, internal equity, performance and the other factors described above under “Base salary.” Changes to the 2025-27 LTIP target opportunity are shown in the table above under the heading “Changes to compensation elements in 2025.” For the 2025-27 LTIP, in consideration of its review of the market data for each position and the retention and incentive value of the overall long-term incentive program, the Compensation & Human Capital Management Committee recommended, and the Board of HEI or Hawaiian Electric ratified or approved, as applicable, that each of Messrs. Seu and Murao and Ms. Kimura would receive the long-term incentive opportunities shown in the table above. The decreases to the long-term incentive opportunities for Mr. Murao and Ms. Kimura were made in connection with a rebalancing of incentive compensation in consideration of market practices. Mr. DeGhetto did not receive an LTIP grant in 2025.

  81. 2025-27 performance metrics and goals

    2025-27 performance metrics and goals The performance metrics for long-term incentives are chosen for their relationship to the creation of long-term value for shareholders. In addition to selecting performance metrics, the Compensation & Human Capital Management Committee determines the level of achievement required to attain threshold, target and maximum performance for each metric. The same principles that the Compensation & Human Capital Management Committee applies to annual incentive goals apply to long-term incentive goals. As such, the level of difficulty of the goals reflects the Compensation & Human Capital Management Committee’s belief that incentive pay should be motivational — that is, the goals should be challenging but achievable — and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Compensation & Human Capital Management Committee believes threshold should represent solid performance with positive financial/operating results, target should denote challenging but achievable goals and maximum should signify exceptional performance. The target level for financial goals, such as Utility funds from operations to Utility total adjusted debt ratio, relate to the levels the Company seeks to achieve over the performance period. In setting the threshold and maximum levels, the Compensation & Human Capital Management Committee considers whether the risks to accomplishing those levels weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target result. For the 2025-27 period, the Compensation & Human Capital Management Committee chose the metrics and weightings in the following table to promote safety and system hardening in the wake of the Maui windstorm and wildfires and to encourage long-term growth in shareholder value. Also, in consideration of trends in the use of Total Shareholder (TSR) as a metric in incentive compensation and the volatility of the Company’s stock following the Maui windstorm and wildfires, for the 2025-27 LTIP, the Committee determined to structure the relative TSR metric as a payout multiplier pursuant to which the final LTIP payout (if any) is subject to modification upward or downward based on the Company’s relative TSR percentile rank among HEI Compensation Peers over the performance period.

  82. 2025-27 performance metrics and goals

    | 2025-27 Long-Term Incentive Performance Metrics & Why We Use Them | Weighting | | Seu, Murao and Kimura | | | Utility Financial1 focuses on the ratio of Utility funds from operations to Utility adjusted debt. | 35% | | Utility Customer Experience2 focuses on improved Utility reliability by reducing sustained system interruptions. | 15% | | Utility Public Safety3 promotes public safety by hardening the Utility’s system and mitigating wildfire risk. | 50% |

  83. 2025-27 performance metrics and goals

    1 Utility Financial measures the ratio of Utility funds from operations to Utility total adjusted debt with funds from operations determined based on Standard & Poor’s (S&P) methodology and adjusted debt calculated under GAAP plus imputed debt determined based on S&P’s methodology. 2 Utility Customer Experience measures improvement in the total sustained interruption duration for the average customer during the year based on the same methodology used for the performance incentive mechanism tariff approved by the Public Utilities Commission of the State of Hawaii. 3 Utility Public Safety measures progress towards upgrading prescribed equipment to achieve enhanced safety standards.

  84. 2025-27 performance metrics and goals

    | 2025-27 Long-Term Incentive Relative TSR Modifier | | | | | HEI | Utility | | HEI Relative TSR Performance | % of Final LTIP Payout | % of Final LTIP Payout | | At or below the 25th percentile | 90% | 95% | | Between 25th and 75th percentiles | 100% | 100% | | At or above the 75th percentile | 110% | 105% |

  85. 2025-27 performance metrics and goals

    The Company believes that customers, employees and shareholders should all benefit when the above goals are met and achievement of these goals should make HEI and the Utility stronger financially, enabling HEI to raise capital at favorable rates for reinvestment in the operating companies and supporting dividends to shareholders. From a historical perspective, long-term incentive payouts are not easy to achieve, nor are they guaranteed. HEI and the Utility face significant external challenges in the 2025-27 period. Strong leadership on the part of the named executive officers will be needed to achieve the long-term objectives required for them to earn the incentive payouts.

  86. 2023-25 Long-Term Incentive Plan

    2023-25 Long-Term Incentive Plan The Board and Compensation & Human Capital Management Committee established the 2023-25 long-term incentive opportunities, performance metrics and goals in February 2023. Those decisions were described in the 2024 HEI Proxy Statement and are summarized again below to provide context for the results and payouts for the 2023-25 period.

  87. 2023-25 target long-term incentive opportunity

    2023-25 target long-term incentive opportunity In February 2023 the Compensation & Human Capital Management Committee established the following 2023-25 target incentive opportunities as a percentage of named executive officer base salary.

  88. 2023-25 target long-term incentive opportunity

    | Name1 | 2023-25 Target Opportunity (as % of Base Salary) | 2023-25 Target Opportunity (in shares) | | Scott W. H. Seu | 158% | 35,703 | | Kurt K. Murao | 60% | 6,722 | | Shelee M. T. Kimura | 90% | 12,202 |

  89. 2023-25 target long-term incentive opportunity

    Mr. DeGhetto was appointed as Executive Vice President & CFO of HEI effective October 1, 2023, and did not receive an award under the 2023-25 LTIP.

  90. 2023-25 performance metrics, goals, results & payouts

    2023-25 performance metrics, goals, results & payouts The Compensation & Human Capital Management Committee established the 2023-25 performance metrics and goals below in February 2023. The Compensation & Human Capital Management Committee selected the metrics for their correlation with sustained growth and shareholder value and alignment with the multi-year strategic plans of HEI and the Utility. The table below identifies the 2023-25 LTIP metrics, the objective each metric serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, the results for 2023-25 and the corresponding payout as a percentage of target. The results shown in the table below incorporate the Compensation & Human Capital Management Committee’s decision, pursuant to the terms of the plans, to exclude the impact of the unusual events that affected HEI and the Utility during the 2023-25 period. These adjustments are described below under “Non-GAAP Net Income Metrics — 2023-25 LTIP.”

  91. 2023-25 performance metrics, goals, results & payouts

    | 2023-25 Long-Term Incentive Performance Metrics & Why We Use Them | Weighting | Goals | | | Result | Total Achieved as a % of Target Opportunity | | | | Threshold | Target | Maximum | | | | Seu and Murao* | | | | | | | | HEI 3-year Cumulative EPS1 promotes shareholder value by focusing on EPS over a three-year period. | 30% | $6.75 | $7.08 | $7.43 | $4.93 | 0% | | HEI 3-year Average ROACE2 promotes profitability based on net income returned as a % of average common equity. | 30% | 10.3% | 11.0% | 11.7% | 8.2% | | | Utility Carbon Emissions (CO2e) Reduction3 promotes reduction of carbon dioxide equivalent emissions from power generation. | 20% | 32% | 35% | 38% | 25% | | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the HEI Compensation Peers. | 20% | 30th percentile | 50th percentile | 75th percentile | 0 percentile | | | Kimura | | | | | | | | Utility 3-year Average Annual Net Income Growth5 promotes shareholder value by focusing on net income growth based on the years included in the plan. | 30% | 4.0% | 5.0% | 6.0% | -2.0% | 0% | | Utility 3-year Average ROACE2 promotes profitability based on net income as a % of average common equity. | 30% | 8.3% | 8.5% | 8.7% | 7.4% | | | Utility Carbon Emissions (CO2e) Reduction3 promotes reduction of carbon dioxide equivalent emissions from power generation. | 20% | 32% | 35% | 38% | 25% | | | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the HEI Compensation Peers. | 20% | 30th percentile | 50th percentile | 75th percentile | 0 percentile | |

  92. 2023-25 performance metrics, goals, results & payouts

    * Mr. DeGhetto did not participate in the 2023-25 LTIP. 1 HEI 3-year Cumulative EPS is calculated by taking the sum of each full calendar year’s (2023, 2024 and 2025) basic EPS. Non-GAAP Adjusted Net Income, upon which EPS used for LTIP purposes is calculated, differs from what is reported under GAAP because it excludes the impact of the unusual events in 2023 through 2025 described below under “Non-GAAP Net Income Metrics — 2023-25 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. 2 HEI and Utility 3-year Average ROACEs were calculated as the simple average of HEI and Utility ROACEs, respectively, calculated on an annual basis (2023, 2024 and 2025), with net income adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. Non-GAAP Adjusted Net Income used in the calculation of ROACE differs from what is reported under GAAP because it excludes the impact of the unusual events in 2023 through 2025 described below under “Non-GAAP Net Income Metrics — 2023-25 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. 3 Utility CO2e Reduction measures the reduction of CO2 equivalent emissions from power generation compared against 2005 levels. 4 HEI Relative TSR compares HEI’s TSR to that of the HEI Compensation Peers (see above). For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the average closing share price for the trading days in December at the end of the performance period, plus dividends paid during the period, assuming reinvestment, divided by the average closing share price for the trading days in January at the beginning of the performance period. 5 Utility 3-year Average Annual Net Income Growth is calculated by taking the sum of each full calendar year’s (2023, 2024 and 2025, respectively) net income percentage growth over the net income of the prior year and dividing that sum by three. Non-GAAP Adjusted Net Income differs from what is reported under GAAP because it excludes the impact of the unusual events in 2023 through 2025 described below under “Non-GAAP Net Income Metrics — 2023-25 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. Based on achieving below threshold performance as described above, in early 2026 the HEI Compensation & Human Capital Management Committee approved and the HEI Board ratified no payout under the 2023-25 long-term incentive plan for all named executive officers. Mr. DeGhetto was appointed as Executive Vice President & CFO of HEI effective October 1, 2023, and did not participate in the 2023-25 LTIP.

  93. Non-GAAP Net Income Metrics — 2023-25 LTIP

    Non-GAAP Net Income Metrics — 2023-25 LTIP HEI consolidated net income and Utility net income performance for purposes of the 2023-25 LTIP were calculated on a non-GAAP basis, consistent with prior years. Pursuant to the LTIP, the Compensation & Human Capital Management Committee may exclude items from the calculation of net income to the extent they arose from extraordinary or nonrecurring events or from changes in applicable accounting rules or practices. HEI. In determining HEI consolidated net income for 2023, 2024 and 2025 for purposes of calculating HEI EPS and HEI consolidated ROACE under the 2023-25 LTIP, the Compensation & Human Capital Management Committee determined that certain items recorded during the performance period should be excluded from the calculation because such adjustments equitably compensate for extraordinary events that were unrelated to management’s actions regarding ongoing business operations and were not contemplated at the time the performance goals were established, and that excluding those items was consistent with the original intent and objectives of the award. Specifically, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes). For 2025, exclusions include wildfire expense and the value of asset impairment and loss on the sale of subsidiaries. See pages 37-38 of HEI’s 2025 Proxy statement and pages 35-36 of HEI’s 2024 Proxy Statement for a more detailed discussion of the respective 2024 and 2023 adjustments. See the Hawaiian Electric section below for additional discussion and for all other items impacting HEI consolidated net income. See also “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.

  94. Non-GAAP Net Income Metrics — 2023-25 LTIP

    | Years ended December 31 | 2025 | 2024 | 2023 | | ($ in millions, except per share amounts) | | | | | HEI CONSOLIDATED NET INCOME (LOSS) | | | | | GAAP (as reported)1 | $123.1 | $(1,322.5) | $199.2 | | ASB net income2 | 104.0 | 12.3 | — | | Excluding special items (after-tax) for LTIP purposes: | | | | | Wildfire settlement and expense, net of insurance recovery3 | 12.2 | 1,421.6 | — | | Goodwill impairment4 | — | 66.1 | — | | Asset impairment and loss on sale of subsidiaries5 | 14.0 | 26.1 | — | | New turbine and leased engine damages at Hamakua Energy6 | — | 4.7 | — | | Non-GAAP (adjusted) net income for 2023-25 LTIP purposes | $253.3 | $208.4 | $199.2 | | HEI CONSOLIDATED BASIC EARNINGS PER SHARE | | | | | Based on GAAP1 | $0.71 | $(10.42) | $1.82 | | Based on non-GAAP (adjusted) for 2023-25 LTIP purposes | 1.47 | 1.64 | 1.82 | | HEI CONSOLIDATED RETURN ON AVERAGE COMMON EQUITY (%) | | | | | Based on GAAP1 | 8.0 | NM | 8.8 | | Based on non-GAAP (adjusted) for 2023-25 LTIP purposes7 | 8.2 | 7.8 | 8.8 |

  95. Non-GAAP Net Income Metrics — 2023-25 LTIP

    Note: Columns may not foot due to rounding NM Not meaningful. 1 GAAP net income for 2024 represents income from continuing operations (i.e., excludes ASB net income) and for 2023 represents net income for common stock (i.e., includes ASB net income). 2 Since the goals under the 2023-25 LTIP were fixed in February 2023 and ASB was sold on December 31, 2024, an adjustment which represents ASB actual net income for 2024 was added to 2024 income from continuing operations. For 2025, an adjustment which represents ASB 2025 budgeted net income, which was fixed in February 2023 was added to 2025 income from continuing operations. 3 Accrued settlement and expense, net of insurance recovery for Maui windstorm and wildfire costs. 2024 primarily relates to the tort-related settlement under the Settlement Agreements entered into effective November 1, 2024. See Form 8-K filed with the SEC on November 5, 2024. 4 A portion of the goodwill impairment taken in connection with HEI’s review of strategic alternatives for ASB. 5 A portion of the asset impairment taken and loss on sale of subsidiaries in connection with HEI’s review of strategic alternatives for Pacific Current. 6 Unbudgeted reimbursement paid to the lessor for damages to a leased turbine and a portion of the unbudgeted expense of a new turbine for Pacific Current’s Hamakua project. 7 Calculated as non-GAAP adjusted net income divided by average non-GAAP adjusted common equity. Hawaiian Electric. In determining Hawaiian Electric’s 2025 net income for purposes of calculating Utility three-year average net income growth and Utility three-year average ROACE (in each case noted above), the Compensation & Human Capital Management Committee considered the impact of certain items that were unrelated to management’s actions regarding ongoing business operations. The Compensation & Human Capital Management Committee deemed it to be appropriate to exclude these items for purposes of determining performance under the 2023-25 LTIP because such exclusions equitably compensate for extraordinary and/or nonrecurring events that were unrelated to management’s actions regarding ongoing business operations. Specifically, for 2025, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the item of expense set forth in the table below (and explained further in the accompanying footnotes) relating to wildfire-related expenses.

  96. Non-GAAP Net Income Metrics — 2023-25 LTIP

    | Years ended December 31 | 2025 | 2024 | 2023 | 2022 | | ($ in millions) | | | | | | HAWAIIAN ELECTRIC NET INCOME (LOSS) | | | | | | GAAP (as reported) | $168.2 | $(1,226.4) | $194.0 | $188.9 | | Excluding special items (after-tax) for LTIP purposes: | | | | | | Wildfire settlement and expense, net of insurance recovery1 | 9.3 | 1,407.1 | — | — | | Non-GAAP (adjusted) net income for 2023-25 LTIP purposes | $177.5 | $180.7 | $194.0 | $188.9 | | HAWAIIAN ELECTRIC RETURN ON AVERAGE COMMON EQUITY (%) | | | | | | Based on GAAP | 12.3 | NM | 8.2 | | | Based on non-GAAP (adjusted) for 2023-25 LTIP purposes2 | 6.7 | 7.3 | 8.2 | |

  97. Non-GAAP Net Income Metrics — 2023-25 LTIP

    Note: Columns may not foot due to rounding NM Not meaningful. 1 See footnote 3 in the table above regarding accrued settlement and expense relating to Maui wildfire. 2 See footnote 7 in the table above. 2024-26 Long-Term Incentive Plan. HEI’s 2024-26 long-term incentive plan was described on pages 34-35 of the 2025 Proxy Statement.

  98. Long-term time-based incentive compensation

    Long-term time-based incentive compensation HEI named executive officers are eligible to receive annual grants of long-term time-based incentive compensation in the form of RSUs and RCAs that vest over a period of three years. Customarily, the HEI’s named executive officers have received long-term time-based compensation in the form of RSUs. However, to address the significant volatility in HEI’s stock and to mitigate dilution, in 2025 HEI’s named executive officers were granted RCAs in lieu of RSUs. RSUs vest and convert to shares of HEI Common Stock in three equal annual installments beginning one year from the date of grant (plus compounded dividend equivalent shares on the installment that vested in such year). 2025 RCAs vest over three years and are paid annually in equal installments beginning twelve months from the date of grant, except Mr. DeGhetto’s 2025 RCAs which vest in equal installments over two years. 2024 RCAs vest and are paid twice annually beginning six months from the date of grant in equal installments over three years. RSUs and RCAs offer executives the opportunity to receive shares of HEI Common Stock or cash payments, respectively, over the vesting term, generally subject to continued employment with the Company through the dates of vesting. The value of long-term time-based grants is based on a percentage of the executive’s base salary, except Mr. DeGhetto’s 2025 award which was determined as a fixed dollar amount. These awards are designed to focus executives on creating long-term value for the Company’s stakeholders. Since the time-based incentives take two to three years to fully vest, they also are designed to promote retention. The vesting schedules for the 2025 RCA grants are set forth in the table below.

  99. Long-term time-based incentive compensation

    | | 2025 RCA Grants | Earned in | | | | Name | | 2026 | 2027 | 2028 | | Scott W. H. Seu | $1,639,840 | $546,613 | $546,613 | $546,614 | | Scott T. DeGhetto | 450,000 | 225,000 | 225,000 | — | | Kurt K. Murao | 422,534 | 140,845 | 140,845 | 140,844 | | Shelee M. T. Kimura | 633,600 | 211,200 | 211,200 | 211,200 |

  100. Severance Plans and Change-in-control agreements

    Severance Plans and Change-in-control agreements The Compensation & Human Capital Management Committee and Board consider severance plans and change-in-control agreements to be appropriate tools to recruit executives as expected parts of their compensation package to retain key executives and encourage their continued attention and performance of their duties without distraction during periods of significant uncertainty. Severance plans and change-in-control agreements can protect against executive flight during periods when key executives might, in the absence of the agreement, leave the Company and accept employment elsewhere. Severance and change-in-control benefits are discussed in further detail in the “Potential Payments Upon Termination or Change in Control” section and related notes in the “Executive Compensation Tables” section below.

  101. Double-trigger change-in-control agreements

    Double-trigger change-in-control agreements As of December 31, 2025, each of the named executive officers was party to a change-in-control agreement. All of the change-in-control agreements are double trigger, which means that they provide for cash severance and other benefits only upon a qualifying termination of the executive’s employment following a change in control. In determining the amount an executive is eligible to receive in such an event, the Compensation & Human Capital Management Committee takes into account the executive’s expected role in a potential change-in-control transaction, value to the organization and internal equity. The agreements approved by the Compensation & Human Capital Management Committee provide for a cash lump sum payment of three times base salary plus annual incentive for Mr. Seu and two times base salary plus annual incentive for Messrs. DeGhetto and Murao and Ms. Kimura. The annual incentive pay used in calculating the severance payment is the greater of the current annual incentive target or the largest actual annual incentive payout during the preceding three fiscal years. Aggregate payments under these agreements are limited to the maximum amount deductible under Section 280G of the Internal Revenue Code and there are no tax gross ups with respect to payments under these agreements. Payment of the severance benefits is conditioned on the Company receiving a release of claims by the executive. The change-in-control agreements have initial terms of two years and automatically renew for an additional year on each anniversary unless 90 days’ notice of nonrenewal is provided by either party, so that the protected period is at least one year upon nonrenewal. The agreements remain in effect for two years following a change in control. The agreements define a change in control generally as a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of the Board following consummation of a merger, tender offer or similar transaction. For executives of Hawaiian Electric, the definition of “change-in-control” includes a change in the ownership of Hawaiian Electric.

  102. Executive Severance Plans

    Executive Severance Plans As of December 31, 2025, all named executive officers were eligible for payments and benefits under either the HEI Executive Severance Plan or Hawaiian Electric Executive Severance Plan (collectively, the Severance Plans), as applicable. The Severance Plans provide for the payment of severance and other benefits to the named executive officers in the event of a termination of employment by the respective company without cause or by the named executive officer for good reason, with each of cause and good reason as defined in the respective Severance Plan (each a Qualifying Termination), in each case in lieu of benefits provided by any other company severance arrangement; provided, however, that if the named executive officer is party to a change-in-control agreement, the severance plans will not apply to a Qualifying Termination in the event of a change in control whereby benefits are provided to such eligible executive pursuant to such change-in-control agreement. In the event of an HEI or Hawaiian Electric Qualifying Termination and subject to employee confidentiality and non-disparagement obligations and execution of a general release of claims, the HEI Plan and Hawaiian Electric Plan each provide for, as it relates to the named executive officers, the following payments and benefits: (i) a lump sum payment in an amount equal to two times the annualized base salary as of the date of termination for Mr. Seu and Ms. Kimura, and one and one-half times for Messrs. DeGhetto and Murao, (ii) a lump sum payment in an amount equal to the named executive officer’s pro-rata annual target bonus for the year of termination, (iii) accelerated pro-rata vesting of long-term equity or cash awards, with performance based awards vesting at target, (iv) payment of the employer portion of any COBRA premium for a period of twenty-four months for Mr. Seu and Ms. Kimura and eighteen months for Messrs. DeGhetto and Murao, and (v) outplacement services for six months in an amount not to exceed $10,000. The Severance Plans are described in more detail in Section 9B of the Form 10-K for the fiscal year ending December 31, 2023, and attached as Exhibits 10.19 and 10.20 thereto.

  103. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  104. 2025 SUMMARY COMPENSATION TABLE

    | Name and 2025 Principal Positions | Year | Salary ($)1 | Bonus ($)2 | Stock Awards ($)3 | Nonequity Incentive Plan Compensation ($)4 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)5 | All Other Compensation ($)6 | Total ($) | | Scott W. H. Seu HEI President & CEO | 2025 | 1,024,900 | 531,066 | 1,721,450 | — | 1,153,503 | — | 4,430,919 | | | 2024 | 995,750 | 265,533 | 1,695,190 | 1,698,938 | 1,880,600 | — | 6,536,011 | | | 2023 | 958,333 | — | 2,253,154 | — | 2,174,763 | — | 5,386,250 | | Scott T. DeGhetto* HEI Executive Vice President & CFO | 2025 | 800,000 | 93,000 | — | 2,011,289 | — | 58,715 | 2,963,004 | | | 2024 | 620,000 | 346,500 | 296,863 | 1,058,304 | — | 32,617 | 2,354,284 | | | 2023 | 150,000 | 300,000 | — | — | — | 266,087 | 716,087 | | Kurt K. Murao HEI Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary | 2025 | 528,167 | 149,940 | 443,561 | 716,836 | 326,145 | 10,254 | 2,174,903 | | | 2024 | 499,800 | 74,970 | 478,622 | 511,654 | 191,815 | — | 1,756,861 | | | 2023 | 475,167 | — | 517,149 | — | 331,333 | 13,866 | 1,337,515 | | Shelee M. T. Kimura Hawaiian Electric President & CEO | 2025 | 704,000 | 227,500 | 649,364 | — | 627,751 | — | 2,208,615 | | | 2024 | 650,000 | 113,750 | 704,346 | 606,680 | 521,723 | — | 2,596,499 | | | 2023 | 575,000 | — | 895,602 | — | 606,930 | — | 2,077,532 |

  105. 2025 SUMMARY COMPENSATION TABLE

    * Mr. DeGhetto was appointed Executive Vice President & Chief Financial Officer effective October 1, 2023. 1 Salary. This column represents cash base salary received for the year. 2 Bonus. This column represents: (i) RCA payments received in 2024 and 2025, and (ii) Mr. DeGhetto’s signing bonus ($300,000 in both 2023 and 2024) due to his appointment as Executive Vice President & Chief Financial Officer. 3 Stock Awards. These amounts represent the aggregate grant date fair value of stock awards granted in the years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). For 2023, these amounts are composed of: (i) the opportunity (based on probable outcome of performance conditions (in this case, target) as of the grant date) to earn shares of HEI Common Stock in the future pursuant to the 2023-25 LTIP, if pre-established performance goals are achieved and (ii) RSUs vesting in installments over a three-year period. For 2024 and 2025, these amounts are composed of the opportunity (based on probable outcome of performance conditions (in this case, target) as of the grant date) to earn shares of HEI Common Stock in the future pursuant to the 2024-26 and 2025-27 LTIPs, respectively, if pre-established performance goals are achieved. Assuming achievement of the highest level of performance conditions, the maximum value of the performance awards payable in 2028 under the 2025-27 LTIP would be: Mr. Seu $3,279,684; Mr. Murao $845,063 and Ms. Kimura $1,267,204. Mr. DeGhetto did not receive an award under the 2025-27 LTIP. For a discussion of the assumptions underlying the amounts set out for the 2025-27 LTIP, see Note 12 to the Consolidated Financial Statements in HEI’s 2025 Form 10-K. 4 Nonequity Incentive Plan Compensation. These amounts represent cash payouts to named executive officers under the annual incentive plan, the EICP, earned for the years shown. The 2025 EICP awards for Mr. Seu and Ms. Kimura were not earned or paid in 2025 as such include performance conditions related to the completion of settlement payments in the Maui windstorm and wildfire tort litigation. The first settlement payment was made in April 2026, and the remaining three settlement payments are expected to be made in 2027, 2028 and 2029, respectively. Correspondingly, equal installments of Mr. Seu’s and Ms. Kimura’s respective 2025 EICP award are payable in four installments, the first of which became payable following the first settlement payment made in April 2026, subject to Board approval. The remaining three EICP payments are expected to be made in 2027, 2028 and 2029, respectively, subject to Mr. Seu’s and Ms. Kimura’s respective continued employment through the time of the applicable settlement payment, and with each EICP payment further subject to forfeiture if the corresponding settlement payment expected in that year is not made. Additionally, for Mr. DeGhetto, the amount shown for 2025 reflects an incentive payment for completion of special projects assigned to him during 2025, including the disposition of Pacific Current’s principal assets, completion of a tender offer of HEI debt using the proceeds from the ASB disposition, development of a settlement financing plan, completion of restructuring and refinancing of credit facilities for HEI and the Utility and completion of a high-yield bond financing at the Utility, among others. Change in Pension Value and Nonqualified Deferred Compensation Earnings. These amounts represent the change in present value of the accrued pension and executive death benefits from beginning of year to end of year for 2023, 2024 and 2025. These amounts are not current payments; pension and executive death benefits are only paid after retirement or death, as applicable. The amounts in this column depend heavily on changes in actuarial assumptions, such as discount rates, and also are impacted by years of service and age. For 2025, the increase in value was due to increased average base salary during the trailing three-year period, additional service earned and the passage of time (the present value of a future benefit increases as the time remaining until the benefit is paid declines). For 2024, the increase in value was due in part to increased average base salary during the trailing three-year period (payments under the excess pay plan and pension are calculated as a percentage of the average monthly base salary for the highest thirty-six consecutive months out of the last ten years) resulting from promotions and related base salary increases; partly offset by an increase in discount rates, which results in a decrease in the present value of the accrued benefit. For 2023, the increase in value was due in part to increased average base salary during the trailing three-year period (payments under the excess pay plan and pension are calculated as a percentage of the average monthly base salary for the highest thirty-six consecutive months out of the last ten years) resulting from promotions and related base salary increases and in part to a decrease in discount rates, which results in an increase in the present value of the accrued benefit. For a further discussion of the applicable plans, see the 2025 Pension Benefits table and related notes below. No named executive officer had above-market or preferential earnings on nonqualified deferred compensation for the periods covered in the table above. 6 All Other Compensation. The following table summarizes the components of “All Other Compensation” with respect to 2025:

  106. 2025 SUMMARY COMPENSATION TABLE

    | Name | Contributions to Defined Contribution Plans ($)a | Other ($)b | Total All Other Compensation ($) | | Scott W. H. Seu | — | — | — | | Scott T. DeGhetto | 35,000 | 23,715 | 58,715 | | Kurt K. Murao | — | 10,254 | 10,254 | | Shelee M. T. Kimura | — | — | — |

  107. 2025 SUMMARY COMPENSATION TABLE

    a Mr. DeGhetto received non-elective contributions to his account in the HEI Retirement Savings Plan up to the amount permitted based on eligible compensation ($350,000 in 2025). b Mr. DeGhetto received club membership dues. Messrs. DeGhetto and Murao received one more week of vacation than employees with similar length of service would usually receive. Additional narrative disclosure about salary, bonus, stock awards, nonequity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings and all other compensation can be found in the Compensation Discussion and Analysis above. Grants of Plan-Based Awards The table below shows (i) cash performance award opportunities under the 2025 EICP, (ii) a cash award for special projects assigned to Mr. DeGhetto, and (iii) equity-based performance award opportunities granted under the LTIP for performance over the 2025-27 period and payable in 2028.

  108. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  109. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Nonequity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | Grant Date Fair Value of Stock Awards ($)3 | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Scott W. H. Seu | 2/12/25 EICP | 614,940 | 1,229,880 | 2,459,760 | — | — | — | — | | | 2/12/25 LTIP | — | — | — | 75,569 | 151,137 | 302,275 | 1,721,450 | | Scott T. DeGhetto | 2/12/25 EICP | 800,000 | 1,200,000 | 1,600,000 | — | — | — | — | | | 2025 Special Projects | — | 500,000 | — | — | — | — | — | | | 2/12/25 LTIP | — | — | — | — | — | — | — | | Kurt K. Murao | 2/12/25 EICP | 198,063 | 396,125 | 792,251 | — | — | — | — | | | 2/12/25 LTIP | — | — | — | 19,472 | 38,943 | 77,886 | 443,561 | | Shelee M. T. Kimura | 2/12/25 EICP | 281,600 | 563,200 | 1,126,400 | — | — | — | — | | | 2/12/25 LTIP | — | — | — | 29,198 | 58,396 | 116,793 | 649,364 |

  110. 2025 GRANTS OF PLAN-BASED AWARDS

    EICP: Executive Incentive Compensation Plan (annual incentive) LTIP: Long-Term Incentive Plan (2025-27 period) 1 Estimated Future Payouts Under Nonequity Incentive Plan Awards. Shows possible cash payouts under the 2025 EICP based on meeting performance goals set in February 2025 at threshold, target and maximum levels and special projects assigned to Mr. DeGhetto. Actual payouts for the 2025 EICP and special projects assigned to Mr. DeGhetto are reported in the 2025 Summary Compensation Table above. 2 Estimated Future Payouts Under Equity Incentive Plan Awards. Represents the number of shares of stock that may be issued under the 2025-27 LTIP based upon the achievement of performance goals set in February 2025 at threshold, target and maximum levels and vesting at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata participation based upon completed months of service after a minimum number of months of service in the performance period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid at the end of the performance period based on actual shares earned. Grant Date Fair Value of Stock Awards. Grant date fair value for shares under the 2025-27 LTIP is estimated in accordance with the fair-value based measurement of accounting, as described in FASB ASC Topic 718 based upon the probable (in this case, target) outcome of the performance conditions as of the grant date. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see the discussion of performance awards contained in Note 12 (Share-based compensation) to the Consolidated Financial Statements in HEI’s 2025 Form 10-K. Outstanding Equity Awards at 2025 Fiscal Year-End

  111. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | Stock Awards | | | | | | | Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards | | | | | | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)3 | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 | | Name | Grant Year | Number (#) | Market Value ($)2 | | | | Scott W. H. Seu | 2023 | 5,047 | 62,078 | — | — | | | 2024 | — | — | 60,856 | 748,529 | | | 2025 | — | — | 75,569 | 929,499 | | | Total | 5,047 | 62,078 | 136,425 | 1,678,028 | | Scott T. DeGhetto | 2024 | — | — | 10,657 | 131,081 | | | Total | — | — | 10,657 | 131,081 | | Kurt K. Murao | 2023 | 1,681 | 20,676 | — | — | | | 2024 | — | — | 17,182 | 211,339 | | | 2025 | — | — | 19,472 | 239,506 | | | Total | 1,681 | 20,676 | 36,654 | 450,845 | | Shelee M. T. Kimura | 2023 | 2,712 | 33,358 | — | — | | | 2024 | — | — | 26,070 | 320,661 | | | 2025 | — | — | 29,198 | 359,135 | | | Total | 2,712 | 33,358 | 55,268 | 679,796 |

  112. 2025 GRANTS OF PLAN-BASED AWARDS

    1 Shares or Units of Stock That Have Not Vested. The remaining installment of the 2023 RSUs vested on February 10, 2026. 2 Market Value. Market value is based upon the closing per-share trading price of HEI Common Stock on the NYSE of $12.30 as of December 31, 2025. Number of Unearned Shares, Units or Other Rights That Have Not Vested. Represents the number of shares of HEI Common Stock that would be issued under the 2024-26 and 2025-27 LTIPs if performance goals are met for HEI and the Utility at the threshold level at the end of the respective three-year performance periods. 2025 Option Exercises and Stock Vested

  113. 2025 GRANTS OF PLAN-BASED AWARDS

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($) | | Scott W. H. Seu | 9,885 | 106,363 | | Scott T. DeGhetto | — | — | | Kurt K. Murao | 3,450 | 37,122 | | Shelee M. T. Kimura | 6,191 | 66,615 |

  114. 2025 GRANTS OF PLAN-BASED AWARDS

    1 Represents the number of shares acquired (and dividend equivalents paid in stock based on number of shares vested) upon the 2025 vesting of installments of RSUs granted on February 11, 2022 and February 10, 2023. Value realized on vesting includes dividend equivalents.

  115. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Number of Shares Acquired on Vesting | Compounded Dividend Equivalents | Total Shares Acquired on Vesting | | Scott W. H Seu | 9,284 | 601 | 9,885 | | Scott T. DeGhetto | — | — | — | | Kurt K. Murao | 3,237 | 213 | 3,450 | | Shelee M. T. Kimura | 5,799 | 392 | 6,191 |

  116. 2025 GRANTS OF PLAN-BASED AWARDS

    Pension Benefits The table below shows the present value as of December 31, 2025 of accumulated benefits for each of the named executive officers and the number of years of service credited to each executive under the applicable pension plan and, for Mr. Seu, the executive death benefit plan, determined using the interest rate, mortality table and other assumptions described below, which are consistent with those used in HEI’s financial statements (see Note 11 to the Consolidated Financial Statements in HEI’s 2025 Form 10-K).

  117. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS

  118. 2025 PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)4 | Payments During the Last Fiscal Year ($) | | Scott W. H. Seu | HEI Retirement Plan1 | 32.3 | 3,301,993 | — | | | HEI Excess Pay Plan2 | 32.3 | 6,294,548 | — | | | HEI Executive Death Benefit3 | — | 70,817 | — | | Scott T. DeGhetto | HEI Retirement Plan1 | — | — | — | | | HEI Excess Pay Plan2 | — | — | — | | Kurt K. Murao | HEI Retirement Plan1 | 14.8 | 1,268,489 | — | | | HEI Excess Pay Plan2 | 14.8 | 591,791 | — | | Shelee M. T. Kimura | HEI Retirement Plan1 | 21.3 | 1,540,141 | — | | | HEI Excess Pay Plan2 | 21.3 | 1,358,420 | — |

  119. 2025 PENSION BENEFITS

    1 The HEI Retirement Plan is the standard retirement plan for HEI and Hawaiian Electric employees. Normal retirement benefits under the HEI Retirement Plan for management employees hired before May 1, 2011, including Messrs. Seu and Murao and Ms. Kimura, are calculated based on a formula of 2.04% × Credited Service (maximum 67%) × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). Credited service is generally the same as the years of service with HEI and other participating companies (Hawaiian Electric and its subsidiaries). Credited service is also provided for limited unused sick leave and for the period a vested participant is on long-term disability. The normal form of benefit is a joint and 50% survivor annuity for married participants and a single life annuity for unmarried participants. Actuarially equivalent optional forms of benefit are also available. Participants who qualify to receive retirement benefits immediately upon termination of employment may also elect a single sum distribution of up to $100,000 with the remaining benefit payable as an annuity. Single sum distributions are not eligible for early retirement subsidies, and so may not be as valuable as an annuity at early retirement. Retirement benefits are increased by an amount equal to approximately 1.4% of the initial benefit every twelve months following retirement. The plan provides benefits at early retirement (prior to age 65), normal retirement (age 65), deferred retirement (over age 65) and death. Subsidized early retirement benefits are available for participants who meet certain age and service requirements at ages 50-64. The accrued normal retirement benefit is reduced by an applicable percentage, which ranges from 30% for early retirement at age 50 with at least 15 years of service to 1% at age 59. Accrued benefits are not reduced for eligible employees who retire at age 60 and above. The early retirement subsidies are not available to employees who terminate employment with vested benefits but prior to satisfying the age and service requirements for the early retirement subsidies. Messrs. Seu and Murao and Ms. Kimura are vested in retirement benefits under the HEI Retirement Plan. Mr. DeGhetto is not eligible to participate in the HEI Retirement Plan. 2 As of December 31, 2025, Messrs. Seu and Murao and Ms. Kimura were participants in the HEI Excess Pay Plan and vested in retirement benefits under such plan. Benefits under the HEI Excess Pay Plan are determined using the same formula as the HEI Retirement Plan, but are not subject to the Internal Revenue Code limits on the amount of annual compensation that can be used for calculating benefits under qualified retirement plans ($350,000 in 2025 as indexed for inflation) and on the amount of annual benefits that can be paid from qualified retirement plans (the lesser of $280,000 in 2025 as indexed for inflation, or the participant’s highest average compensation over three consecutive calendar years). Benefits payable under the HEI Excess Pay Plan are reduced by the benefit payable from the HEI Retirement Plan. Early retirement, death benefits and vesting provisions are similar to the HEI Retirement Plan. Mr. DeGhetto is not eligible to participate in the HEI Excess Pay Plan. 3 Mr. Seu is covered by the Executive Death Benefit Plan of HEI and Participating Subsidiaries. The plan was amended effective September 9, 2009 to close participation to new participants and freeze the benefit for existing participants. Under the amendment, death benefits will be paid based on salaries as of September 9, 2009. The plan provides death benefits equal to two times the executive’s base salary as of September 9, 2009 if the executive dies while actively employed or, if disabled, dies prior to age 65, and one times the executive’s base salary as of September 9, 2009 if the executive dies following retirement. The amounts shown in the table above assume death following retirement. Death benefits are grossed up by the amount necessary to pay income taxes on the grossed-up benefit amount as an equivalent to the tax exclusion for death benefits paid from a life insurance policy. Messrs. DeGhetto and Murao and Ms. Kimura were not employed by the companies or were not executive officers at the time the plan was frozen and therefore are not entitled to any benefits under the plan. 4 The present value of accumulated benefits for the named executive officers included in the 2025 Pension Benefits table was determined based on the following: Methodology: The present values are calculated as of December 31, 2025 based on the credited service and pay of the named executive officer as of such date (or the date of benefit freeze, if earlier). Assumptions: a. Discount Rate — The discount rate is the interest rate used to discount future benefit payments in order to reflect the time value of money. The discount rates used in the present value calculations are 5.78% for HEI retirement benefits and 5.67% for executive death benefits as of December 31, 2025. b. Mortality Table — The PRI-2012 Mortality Table (separate male and female rates) with generational projection using scale MP-2021 from base year 2012 is used to discount future pension benefit payments in order to reflect the probability of survival to any given future date. For the calculation of the executive death benefit present values, the mortality table rates are multiplied by the death benefit to capture the death benefit payments assumed to occur at all future dates. Mortality is applied post-retirement only. c. Retirement Age — A named executive officer included in the table is assumed to remain in active employment until, and assumed to retire at, the later of (a) the earliest age when unreduced pension benefits would be payable or (b) attained age as of December 31, 2025. d. Pre-Retirement Decrements — Pre-retirement decrements refer to events that could occur between the measurement date and the retirement age (such as withdrawal, early retirement and death) that would impact the present value of benefits. No pre-retirement decrements are assumed in the calculation of pension benefit table present values. Pre-retirement decrements are assumed for financial statement purposes. e. Unused Sick Leave — Each named executive officer who participates in the HEI Retirement Plan is assumed to have accumulated 1,160 unused sick leave hours at retirement age. Potential Payments Upon Termination or Change in Control The table below shows the potential payments to each named executive officer in the event of retirement, death or disability; termination after a change in control; termination without cause and voluntary termination for good reason (not after a change in control), assuming, in each case, that the applicable termination occurred on December 31, 2025. The amounts listed below are estimates; actual amounts to be paid would depend on the actual circumstances existing at the time of termination.

  120. Pay versus performance table

    Pay versus performance table

  121. Pay versus performance table

    | Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid2 to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers3 | Average Compensation Actually Paid2 to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in thousands) | HEI Consolidated Adjusted Net Income5 (in thousands) | | | | | | | Total Shareholder Return | Peer Group4 Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $4,430,919 | $3,696,595 | $2,448,841 | $2,304,024 | $39 | $144 | $123,120 | $97,798 | | 2024 | 6,536,011 | 3,722,841 | 2,305,812 | 1,901,282 | 31 | 129 | (1,426,009) | 180,351 | | 2023 | 5,386,250 | (87,730) | 1,419,395 | 242,136 | 45 | 108 | 199,238 | 199,238 | | 2022 | 3,811,515 | 4,046,729 | 1,353,755 | 1,241,936 | 126 | 118 | 241,138 | 230,562 | | 2021 | 5,933,523 | 7,901,297 | 3,002,679 | 2,673,496 | 121 | 117 | 246,166 | 229,909 |

  122. Pay versus performance table

    1 2025, 2024, 2023 and 2022: Mr. Seu; 2021: Constance Lau (former HEI CEO). 2 Compensation Actually Paid is calculated as the summary compensation table total for the Principal Executive Officer (PEO) (column (b) above) and average summary compensation table total for the Non-PEO named executive officers (column (d) above), as applicable, with the adjustments to the value of pension and stock adjusted as set out below pursuant to Item 402(v)(2)(iii) of Regulation S-K*. 3 2025: Messrs. DeGhetto and Murao and Ms. Kimura; 2024: Messrs. DeGhetto and Murao and Mss. Kimura and Ann Teranishi (former ASB CEO); 2023: Messrs. DeGhetto, Murao and Paul Ito (former HEI CFO) and Mss. Kimura and Teranishi; 2022: Messrs. Ito, Murao and Gregory Hazelton (former HEI CFO) and Mss. Kimura and Teranishi; 2021: Messrs. Seu, Murao, Hazelton and Richard Wacker (former ASB CEO) and Ms. Teranishi. 4 Edison Electric Institute Index. 5 HEI Consolidated Adjusted Net Income represents HEI consolidated net income, adjusted to exclude certain items. See paragraphs entitled “Non-GAAP Net Income Metrics” in the Compensation Discussion and Analysis and “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A. * 2025 adjustments pursuant to Item 402(v)(2)(iii) of Regulation S-K:

  123. Pay versus performance table

    | | PEO | Average Non-PEO Named Executive Officers | | Summary Compensation Table Total | $4,430,919 | $2,448,841 | | Pension adjustments: | | | | SCT reversal1 | (1,153,503) | (317,965) | | Service cost2 | 219,873 | 92,664 | | Stock adjustments: | | | | SCT reversal3 | (1,721,450) | (364,308) | | New awards outstanding4 | 1,945,133 | 412,134 | | Change in value of prior year awards5 | 258,756 | 81,167 | | New awards vested during the year6 | — | — | | Vested prior year awards7 | (283,133) | (48,509) | | Forfeitures8 | — | — | | Compensation Actually Paid | $3,696,595 | $2,304,024 |

  124. Pay versus performance table

    1 See Item 402(v)(2)(iii)(A) of Regulation S-K. 2 See Item 402(v)(2)(iii)(B)(1)(i) of Regulation S-K. 3 See Item 402(v)(2)(iii)(C)(1) of Regulation S-K. 4 See Item 402(v)(2)(iii)(C)(1)(i) of Regulation S-K. 5 See Item 402(v)(2)(iii)(C)(1)(ii) of Regulation S-K. 6 See Item 402(v)(2)(iii)(C)(1)(iii) of Regulation S-K. See Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K. See Item 402(v)(2)(iii)(C)(1)(v) of Regulation S-K. See the Pay Versus Performance Sections of the 2024 and 2025 Proxy Statements for prior year adjustments and reconciliation.

  125. Relationship between CAP and financial performance measures in the pay versus performance table

    Relationship between CAP and financial performance measures in the pay versus performance table

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

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