FIRST HAWAIIAN, INC.
For the period ended Apr 22, 2026. Filed Mar 12, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2026 · Filed Mar 12, 2026
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Contents
PROXY STATEMENT SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement and provides context related to the matters to be voted on at the 2026 Annual Meeting of Stockholders of First Hawaiian, Inc. (“First Hawaiian,” “FHI,” “we,” “our,” “us” and the “Company”). This summary does not contain all
of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2025 performance, please review the 2025 Annual Report.
2026 ANNUAL MEETING INFORMATION
| | WHEN | | | | RECORD DATE | | | | ACCESS | |
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| | Wednesday, April 22, 2026, 8:00 a.m., Hawaii Standard Time | | | | February 27, 2026 | | | | Via webcast at https://edge.media-server.com/mmc/p/zi7fkhi9; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 22, 2026. 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 fh2026 (case sensitive). Once admitted to the meeting platform, you may submit questions and/or vote during the Annual Meeting by following the instructions that will be available on the meeting website. There will not be a physical meeting in Hawaii or anywhere else. | |
Meeting Agenda
| · Proposal · · · Board Voting Recommendation · · · See Page · | |||||||||||||
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| | 1. | | | The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | | | | | FOR each director nominee | | | 12 | |
| | 2. | | | An advisory vote on the compensation of our Named Executive Officers as disclosed in the attached Proxy Statement | | | | | FOR | | | 34 | |
| | 3. | | | 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, 2026 | | | | | FOR | | | 74 | |
We will also act on any other business that is properly raised.
| | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | | | 1 | |
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TABLE OF CONTENTS
How to Vote
Our Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them and providing stockholder access to our Board and management. For further information on the virtual meeting, please see the“Frequently Asked Questions about the Annual Meeting and Voting” section in this Proxy Statement.
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| | BY TELEPHONE | | | | BY INTERNET | | | | BY MAIL | |
| | Registered holders may call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries. | | | | Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet. During the Annual Meeting, visit our Annual Meeting website at https://edge.media-server.com/mmc/p/zi7fkhi9. | | | | Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope. | |
Have your proxy card available and follow the instructions.
Voting over the internet or by telephone by no later than 11:59 p.m., Eastern time, on April 21, 2026.
Voting by mail must be received by us by April 21, 2026.
Beneficial Owners
If you hold your shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.
| | 2 | | | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | |
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PERFORMANCE HIGHLIGHTS
2025 Business Performance
| | | | | • Increased our net income by $46.1 million, or 20.0%, in 2025 compared to 2024. • Increased our net interest margin by 20 basis points to 3.15% in 2025 from 2.95% in 2024. • Maintained strong expense discipline, as noninterest expenses decreased by $1.8 million, or 0.4%, from $501.2 million in 2024 to $499.3 million in 2025. | | |
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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, 2025 included in our 2025 Annual Report for an explanation and reconciliation.
Capital Highlights
| | | | | • Maintained a strong capital position while returning excess capital to our stockholders. Repurchased $100 million of Common Stock in 2025. • Announced a stock repurchase program for up to $250 million in January 2026.* | | |
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| | 13.17% | | | | $129.9M | | | | $100.0M | |
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| | Common Equity Tier 1 capital ratio at December 31, 2025, increase of 37 basis points | | | | In cash dividends declared; maintained quarterly dividend at $0.26 per share | | | | Common stock repurchased during 2025 | |
The timing and amount of share repurchases are influenced by various internal and external factors.
| | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | | | 3 | |
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OVERVIEW OF THE BOARD NOMINEES
Director Nominees*
| · · · · · · · · · · · · · · · · Committees · | |||||||||||||||||||||||||||||
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| · Director Nominee and Principal Occupation · · · Age · · · Director since(1) · · · Independent · · · Public Boards · · · Audit · · · Compensation · · · Corporate Governance & Nominating · · · Risk · | |||||||||||||||||||||||||||||
| | | | Robert S. Harrison Chairman of the Board, President and Chief Executive Officer, First Hawaiian | | | 65 | | | 2016 | | | | | | 1 | | | | | | | | | | | | | | |
| | | | Tertia M. Freas Executive Director of The Clarence T.C. Ching Foundation | | | 68 | | | 2024 | | | | | 1 | | | | | | | | | | | | | |||
| | | | Michael K. Fujimoto Retired Chairman Emeritus, Hawaii Planing Mill, Ltd. dba HPM Building Supply | | | 73 | | | 2022 | | | | | 1 | | | | | | | | | | | | ||||
| | | | James S. Moffatt Retired Vice Chairman and Global CEO, Deloitte Consulting | | | 67 | | | 2021 | | | | | 1 | | | | | | | | | | | | ||||
| | | | Mark M. Mugiishi Chief Executive Officer, Hawaii Medical Service Association | | | 66 | | | 2022 | | | | | 1 | | | | | | | | | | | | ||||
| | | | Kelly A. Thompson Retired Senior Vice President, Chief Operating Officer, Samsclub.com, a Walmart, Inc. subsidiary | | | 56 | | | 2021 | | | | | 2 | | | | | | | | | | | | ||||
| | | | Vanessa L. Washington Retired Senior Executive Vice President, General Counsel and Secretary, Bank of the West | | | 66 | | | 2020 | | | | | 1 | | | | | | | | | | | | ||||
| | | | C. Scott Wo Owner/Executive Team, C.S. Wo & Sons, Ltd; Partner/Manager, Kunia Country Farms; and Adjunct Professor of Management, Columbia Business School in New York City | | | 60 | | | 2018 | | | | | 1 | | | | | | | | | | | | ||||
| | Meetings in 2025 Board―8 | | | | | | | | | | | | | | | 5 | | | 8 | | | 2 | | | 4 | | |||
| | | | Chairman of the Board | | | | | Committee Chair | | | | | Committee Member | | | | | Lead Independent Director | | | | | Audit Committee financial expert | |
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Current Independent Director Faye W. Kurren will conclude her service on our Board of Directors at the Annual Meeting and is not listed here.
(1)
Refers to the period from the completion of our initial public offering (“IPO”) in August 2016.
| | 4 | | | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | |
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Snapshot of the Board
Board Composition, Director Independence and Tenure (as of March 12, 2026)
Refers to the period from the completion of
our IPO in August 2016.
| | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | | | 5 | |
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TABLE OF CONTENTS
Board Expertise
The following section summarizes the specific skills, professional experience and background information of each director nominee that led the Board of Directors to conclude that each such person should serve on the Board of Directors. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board of Directors. Additional details on each director nominee’s experiences, qualifications, skills and attributes are set forth in their biographies.
| · Director Skills and Experience · · · · TERTIA M. FREAS · · · · MICHAEL K.FUJIMOTO · · · · ROBERT S.HARRISON · · · · JAMES S. MOFFATT · · · · MARK M. MUGIISHI · · · · KELLY A. THOMPSON · · · · VANESSA L. WASHINGTON · · · · C. SCOTT WO · · · · # of 8 nominees · · · · % of 8 nominees · | ||||||||||||||||||||||||||||||||||||||
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| · · · · Audit and finance · · · · Having familiarity with accounting and financial analysis enables in-depth analysis of our financial statements and informed decision-making regarding our capital structure, financial transactions and financial reporting processes. · | ||||||||||||||||||||||||||||||||||||||
| | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | 6 | | | | 75% | |
| | | | | Banking | | | | Experience at the senior management level at a banking institution provides knowledge of the banking business so as to effectively challenge management viewpoints. | | |||||||||||||||||||||||||||||
| | | | | | | | | | ● | | | | | | | | | | | | | | | | ● | | | | | | | | 2 | | | | 25% | |
| | | | | Public company | | | | Experience at the senior management level at a public company provides insights with respect to the expectations of sophisticated public company investors. | | |||||||||||||||||||||||||||||
| | | | | | | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | 3 | | | | 38% | |
| | | | | Community affairs / engagement | | | | As a community bank whose business model is based on support of and engagement with the communities it serves, a demonstrated record of community engagement and support is critical to understanding the Company’s business. | | |||||||||||||||||||||||||||||
| | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | 8 | | | | 100% | |
| | | | | Senior management / CEO | | | | Leadership experience at the senior management level facilitates effective oversight of management, informs development of Company strategy, and enhances the Board’s succession planning process. | | |||||||||||||||||||||||||||||
| | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | 8 | | | | 100% | |
| | | | | Real estate | | | | In light of the Company’s significant commitment to real estate lending, experience investing in, or maintaining financial exposure to real estate markets, enables directors to better assess the risks associated with that business. | | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | 1 | | | | 13% | |
| | | | | Legal and regulatory oversight | | | | Experience with legal and regulatory oversight enables directors to effectively oversee compliance with legal and regulatory requirements and the related policies, procedures and controls for ensuring such compliance. | | |||||||||||||||||||||||||||||
| | | | | | | | | | ● | | | | | | | | ● | | | | | | | | ● | | | | | | | | 3 | | | | 38% | |
| | | | | Technology | | | | Experience in the introduction of technology to business processes is vital to providing effective oversight of the risks and rewards associated with the Company’s digital evolution. | | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | ● | | | | | | | | ● | | | | | | | | | | | | 2 | | | | 25% | |
| | 6 | | | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | |
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FIRST HAWAIIAN COMMITMENT TO CORPORATE RESPONSIBILITY
We are committed to having sound corporate governance practices including corporate social responsibility oversight. Our Corporate Responsibility Report (“CR Report”), Corporate Governance Guidelines and other applicable policies highlight our investment in the development, career advancement and health and safety of our employees, maintenance and support of our customer relationships, service and support of our communities and attention to environmental stewardship to keep our planet and environment sustainable. Our practices are important to how we manage our business and maintain our integrity in the marketplace. In setting our practices, we seek to balance our corporate and stockholder interests, while considering applicable market practices and trends.
Our Corporate Governance Guidelines set forth a framework for our Company with respect to specific corporate governance practices. The guidelines are reviewed at least annually by the Corporate Governance and Nominating Committee, as well as amended from time to time to continue evolving our governance practices. With a focus on delivering long-term stockholder value, the backbone of our corporate governance program is to provide transparent disclosure to all stakeholders on an ongoing and consistent basis.
| | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | | | 7 | |
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Our Board of Directors (the “Board”) is composed of skilled directors who follow established, robust corporate governance practices and policies. The Board believes strongly in the value of an independent board of directors and has established a Lead Independent Director role with broad responsibility. The following overview provides a snapshot of our corporate governance structure and processes, including key aspects of our Board operations.
| | Accountability to Stockholders | | | | Proportionate and Appropriate Stockholder Voting Rights | | | | Regular and Proactive Stockholder Engagement | |
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| | All directors are elected annually Eligible stockholders may include their director nominees in our proxy materials Majority voting standard for director elections Annual say-on-pay advisory vote Policy against pledging Company stock Mandatory retirement age for directors | | | | First Hawaiian has one outstanding class of voting stock. We believe in a “one share, one vote” standard We do not have a “poison pill” No supermajority voting requirements in Certificate of Incorporation or Bylaws | | | | Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results We engage on governance, compensation, human capital management and sustainability matters with our largest stockholders’ governance teams | |
| | Independent Board Leadership Structure | | | | Effective Board Policies and Practices | | | | Management Incentives that are Aligned with the Long-Term Strategy of the Company | |
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| | The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate All members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent of the Company and its management Our Corporate Governance Guidelines call for the designation of an independent lead director when the Board chair is not independent Executive sessions of independent directors are held at the Board and committee levels | | | | Our Corporate Governance Guidelines require a majority of our directors to be independent (currently seven of eight director nominees are independent) Our Board is composed of accomplished professionals with experience, skills and knowledge relevant to our business, resulting in a high-functioning and engaged Board (a matrix of relevant skills is presented above on page 6) Each standing committee has a charter that is publicly available on our website and that meets applicable legal requirements and reflects good governance The Company has a Code of Conduct and Ethics that is applicable to all employees and directors of the Company and is available on our website We conduct annual reviews of director skill sets and experience together with annual board and committee performance reviews Our directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for these activities | | | | We require robust stock ownership for directors (5x annual cash retainer), CEO (6x base salary) and other NEOs (2x base salary) The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies Our compensation philosophy and practices are focused on using management incentive compensation programs to achieve the Company’s short- and long-term goals, creating long-term stockholder value We maintain robust compensation clawback policies that apply to cash and equity compensation (including without limitation all time-based incentive awards) | |
| | 8 | | | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | |
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Stakeholder Engagement
We believe that engaging with our stakeholders should be a long-term, ongoing and two-way communication process. We proactively seek out opportunities that allow us to exchange information with our stakeholders about our respective viewpoints, strategies and practices. Key stakeholders include our stockholders, our customers, our employees, our regulators and the communities we serve.
In addition to attending investor conferences and meeting individually with investors, on an annual basis, we reach out to the holders of a substantial percentage of our outstanding stock and offer to engage on governance, compensation or any other areas of interest. The feedback we receive is summarized and reported to the Chief Executive Officer, the Compensation Committee and the Corporate Governance and Nominating Committee, and the Board and the management team consider the points raised and, as appropriate, will take responsive actions with a view towards improving our practices and policies and enhancing long-term value for our stockholders and our other stakeholders.
Our 2025 governance outreach efforts consisted of the following:
We contacted the holders of approximately 81.8% of our outstanding stock to request engagement.
Two stockholders, who in aggregate held approximately 16.3% of our shares, accepted meetings with us.
Company Participants:
Executive Vice President, General Counsel and Secretary
Head of Investor Relations
Lead Independent Director participated in one meeting as requested by the stockholder
Beyond these engagements, First Hawaiian Inc. also actively participates in several industry groups, including groups and task forces established through organizations such as the American Bankers Association and the Mid-Size Bank Coalition of America. These groups allow us to share ideas and discuss developments that further inform our own internal approach to a variety of topics. Further details regarding our stakeholder engagement efforts can be found elsewhere in this Proxy Statement.
Awards and Recognitions
In 2025, we collected the following accolades:
| | | • Forbes Best Banks in America | | | | • Hawaii Business magazine Hawaii’s Best Places to Work | | |
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| | | • Honolulu Magazine Best Bank | | | | • West Hawaii Today Best of Hawaii West, Bank Category | | |
| | | • Hawaii Tribune Herald Best of Hawaii East, Bank Category | | | | • The Garden Isle Best of Kauai, Bank Category | | |
Corporate Governance
First Hawaiian Inc.’s Board and executive management work together to comply with laws and regulations, as well as to provide guidance for sound decision-making and accountability. Maintaining legal and regulatory compliance is, however, a minimum standard, and we seek to exceed this standard by keeping pace with the constantly evolving governance landscape. We maintain an environment of openness and strive to protect our culture by promoting our core values of caring, character and collaboration. We believe that by living these values, our customers, stockholders, employees and communities will continue giving us their trust and confidence.
| | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | | | 9 | |
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The following documents are available athttps://ir.fhb.com/corporate-governance/highlights:
Certificate of Incorporation
Bylaws
Corporate Governance Guidelines
Audit Committee Charter
Compensation Committee Charter
Corporate Governance and Nominating Committee Charter
Risk Committee Charter
Code of Conduct and Ethics
Clawback Policy for the Mandatory Recoupment Of Erroneously Awarded Incentive Compensation
Our Proxy Statement and our 2025 Annual Report are available athttps://proxy.fhb.com.
Code of Conduct and Ethics
At First Hawaiian, Inc. the relationships we have with our stakeholders are of utmost importance to us. Establishing good relationships with our stakeholders requires trust, respect and fair treatment.
Our Code of Conduct and Ethics (the “Code”) forms the foundation of our ethical culture, describing how we as a company relate to others as we conduct business and how we work together as employees according to our core values. All employees, officers, and Directors of First Hawaiian, Inc. and its subsidiaries and affiliates are expected to comply with our Code of Conduct. The Code is fundamental to the success of the Company, as it promotes honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure; compliance with applicable laws, rules and regulations; the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and the deterrence of wrongdoing.
The Code of Conduct and Ethics is available at Governance Highlights—First Hawaiian, Inc. (fhb.com). Any amendments or waivers with respect to the Code of Conduct and Ethics will be disclosed on our website.
Corporate Social Responsibility
We seek to integrate sustainability considerations into our business strategies, products and services, thought leadership and operations. We offer financial solutions that provide positive long-term benefits for our customers, employees and other stakeholders.
Our people are our most important asset. To facilitate talent attraction and retention, we strive to support an inclusive workplace, with a strong culture and opportunities for our employees to grow and develop in their careers and to be supported by competitive compensation, benefits and health and wellness programs.
Supporting the island communities where we do business has always been a priority. First Hawaiian Bank, its Foundation and our employees contribute annually to more than 200 charities in the areas of civic and community support, education and financial literacy, health and human services and arts and culture ($5.6 million in Bank and Foundation donations in 2025). Professional development courses are a key component of our employee satisfaction and retention. Together with our award-winning online talent development program, we are able to achieve an inclusive and healthy work environment for our approximately 2,000 employees.
| | 10 | | | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | |
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| | 350 lbs | | | | Access to 20,000+ online learning courses through FHB’s Online Learning Center and LinkedIn Learning 10 Leadership Development Programs offered to employees | | | | 866 lbs office paper 650 lbs glass and bottles | |
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| | Pounds of e-waste collected and properly disposed of | | | | Online learning courses accessible to employees through our Online Learning Center and LinkedIn Learning | | | | Monthly average recycling collection | |
Environmental Impact
Hawaii generally has the highest energy costs of any state due to the high price of shipping petroleum to the archipelago. In 2025, First Hawaiian continued to actively pursue sustainability goals of maintaining energy efficient facilities, reducing waste, advancing sustainable transportation and supporting employees in participating in ongoing community-led sustainability initiatives.
Our direct environmental impact stems primarily from the operations of our branch offices in Hawaii, Guam and Saipan. We strive to manage these offices in an efficient and environmentally sustainable manner, and we continue to find new and innovative ways to reduce our carbon footprint.
The Bank’s headquarters, the tallest building in downtown Honolulu, was built in 1996 to Energy Star standards. Since then, we have made energy-efficient upgrades to our facilities as well as key building systems at our First Hawaiian Bank headquarters, operations facility and branches.
Our current initiatives focus on energy efficiency, limiting paper waste, increasing recycling efforts, advising on sustainable transactions, conserving energy and encouraging employees to use environmentally friendly forms of transportation. We believe supporting the implementation of sustainable practices ultimately serves the long-term interest of our stockholders, our customers, our employees and the communities in which we work and live.
| | FIRST HAWAIIAN, INC. 2026 PROXY STATEMENT | | | 11 | |
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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.