FIRST HAWAIIAN, INC.
For the period ended Apr 22, 2025. Filed Mar 12, 2025.
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Apr 22, 2025 · Filed Mar 12, 2025
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Definitive Proxy Statement
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COMPANY PROFILE
First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company, incorporated in the State of Delaware and headquartered in Honolulu, Hawaii. Its wholly owned bank subsidiary, First Hawaiian Bank (www.fhb.com), founded in 1858, is Hawaii’s oldest financial institution. As of December 31, 2024, FHB was the largest bank in Hawaii in terms of total assets, loans and leases and net income. The Bank has branches located throughout the State of Hawaii, Guam and Saipan, and offers a comprehensive suite of banking services to consumer and commercial customers including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.
2024 AT-A-GLANCE
| | $230.1M | | | | $14.4B | | | | 61.6% | | | | $40M | |
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| | Net income | | | | Loans and leases, up 0.4% | | | | Efficiency ratio; maintained expense discipline | | | | Common stock repurchased in 2024 | |
| | $1.79 | | | | $23.8B | | | | 0.14% | | | | 0.10% | |
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| | Diluted earnings per share | | | | Total assets at December 31, 2024 | | | | Ratio of non-accrual loans and leases to total loans and leases | | | | Net charge-offs to average total loans and leases | |
| | $20.3B | | | | 2.95% | | | | 9.00% / 14.74%* | | | | Approximately 2,000 | |
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| | Strong core deposit franchise | | | | Net interest margin, up 3 basis points | | | | Return on average total stockholders’ equity / return on average tangible stockholders’ equity | | | | Employees | |
Represents a non-GAAP measure. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”in our Annual Report on Form 10-K for the year ended December 31, 2024 for an explanation and reconciliation.
OUR PILLARS OF SUSTAINABILITY
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| | Promoting healthy profitability through Values-Based Governance | | | Protecting the Company and its stakeholders through Responsible Risk Management | | | Growing our capacity by Investing in Company Culture and our Employees | | | Accepting our responsibility as an organization for Improving our Environmental Impact | | | Increasing the potential of our communities by investing in programs that Maximize Social Impact | |
CEO’S MESSAGE
TO OUR STOCKHOLDERS:
We cordially invite you to attend our 2025 Annual Meeting of Stockholders. The meeting will be held via live webcast on Tuesday, April 22, 2025 at 8:00 a.m. Hawaiian Standard Time. You will be able to participate in the 2025 Annual Meeting online at https://web.lumiagm.com/224987645 and may submit questions and vote your shares electronically. The attached Notice of our 2025 Annual Meeting of Stockholders and proxy statement provide details on how to join the meeting and the business we plan to conduct.
Building Long-Term Value
First Hawaiian, Inc. is committed to building long-term stockholder value through its laser focus on profitability, targeted customer growth and nurturing of community relationships, along with continued execution of its technology strategy and solutions. Today our strategy is sound and working.
We delivered solid results in 2024. We hit an inflection point in the recent deposit outflows in the fourth quarter of 2024, when we were able to increase total deposits by $94.5 million, or 0.5%, while at the same time reducing public time deposits by $100.0 million, or 39%. These deposit increases reflect early returns on our technology investments and hard work by our dedicated bankers. We also exercised tight expense control, with 2024 noninterest expense amounting to $501.2 million, roughly flat compared to 2023 noninterest expense of $501.1 million. We saw a strong increase in capital, as our Tier 1 capital ratio increased to 12.80% at December 31, 2024, compared to 12.39% at December 31, 2023.
In addition, during the fourth quarter we strengthened our balance sheet and increased future earnings power by restructuring a portion of
our investment portfolio. By executing the sale of approximately $290 million of lower-yielding debt securities with proceeds reinvested in higher yielding debt securities, we will increase interest income and net interest margins over the long term. We are pleased to report this restructuring transaction had no impact on tangible equity, our credit quality remains excellent and we remain well capitalized. Our repurchase of 1.5 million shares of common stock during the fourth quarter was further evidence of our commitment to return excess capital to stockholders.
Our Purpose and Vision
Our core values of caring, character and collaboration sustain us. During the past year, our customer-focused services and products reached new experience levels as the result of our transformed digital banking functionality. The technology investments that we have been making are starting to pay dividends, as we began to realize operational efficiencies and use technology to improve our financial performance, as well as the customer experience. Online and mobile banking is paying strong dividends by giving customers better tools to manage their finances and greater convenience in doing business with us at anytime from anywhere.
The Annual Meeting
Our Board of Directors and senior officers, together with representatives from our independent registered public accounting firm, will be in attendance at the Annual Meeting to respond to your questions. We encourage you to read our 2025 Proxy Summary, our 2024 Annual Report to Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2024 prior to the meeting. Complete instructions on how to vote begin on page 2. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically
or electronically using the telephone or Internet voting procedures described on your proxy card at your earliest convenience. Our Board of Directors along with our leadership team value the views of our stockholders and look forward to your participation at this year’s Annual Meeting.
We are excited about our future and confident in our ability to deliver lasting value to you—our stockholders. Thank you for your continued support of First Hawaiian, Inc.
Sincerely,
Robert S. Harrison
Chairman, President and Chief Executive Officer
March 12, 2025
NOTICE OF 2025
ANNUAL MEETING OF STOCKHOLDERS
Notice Hereby is Given that the 2025 Annual Meeting of Stockholders of First Hawaiian, Inc. will be held:
| | | | WHEN | | | | | | WHO MAY VOTE | | | | | | ACCESS | | ||
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| | Tuesday, April 22, 2025, 8:00 a.m., Hawaii Standard Time | | | | Stockholders of record on the record date, February 27, 2025. | | | | Via webcast at https://web.lumiagm.com/224987645; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 22, 2025. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2025 (case sensitive). | | ||||||||
At the Annual Meeting, we will ask you to consider and vote upon these proposals.
| · Items of Business · | ||||||||||||||
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| | 1. | | | The election to our Board of Directors of the nine nominees named in the attached Proxy Statement to serve until the 2026 Annual Meeting of Stockholders | | |||||||||
| | | | | • Tertia M. Freas • Michael K. Fujimoto • Robert S. Harrison | | | • Faye W. Kurren • James S. Moffatt | | | • Mark M. Mugiishi • Kelly A. Thompson | | | • Vanessa L. Washington • C. Scott Wo | |
| | 2. | | | An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement | | |||||||||
| | 3. | | | A proposal to approve the First Hawaiian, Inc. 2025 Omnibus Incentive Compensation Plan | | |||||||||
| | 4. | | | The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | | |||||||||
| | 5. | | | Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof | | |||||||||
This year’s Annual Meeting will be held exclusively online via live webcast on Tuesday, April 22, 2025, at 8:00 a.m., Hawaii Standard Time. You will be able to attend the meeting online and submit questions during the meeting. You will also be able to vote your shares electronically at the Annual Meeting.
The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET, BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY MAIL.
| | Honolulu, Hawaii March 12, 2025 | | | | | By Order of the Board of Directors, Joel E. Rappoport Executive Vice President, General Counsel and Secretary | |
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON APRIL 22, 2025 | |
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| | Our Proxy Statement, our 2024 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available on our website at http://proxy.fhb.com. Except as stated otherwise, information on our website is not considered part of this Proxy Statement. | |
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| | By March 12, 2025, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement, our 2024 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 19, 2025. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. For more information, see “Frequently Asked Questions about the Annual Meeting and Voting.” | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.