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First Hawaiian, Inc TABLE OF CONTENTS 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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 FIRST HAWAIIAN, INC. (Name of Registrant as Specified in its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: TABLE OF CONTENTS TABLE OF CONTENTS 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, 2020, FHB was the largest bank in Hawaii in terms of total assets, loans and leases and deposits. 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. 2020 AT-A-GLANCE $185.8M $13.3B 50.1% $5M Net income, Loans and Efficiency ratio, Common stock down 34.7% leases, up 0.5% outperforming repurchased in peer Hawaiian 2020 banks 33% $22.7B 0.07% $19.2B Decrease in Total assets Ratio of non- Deposits: #1 in diluted accrual loans Hawaii since earnings, to and leases to 2004 $1.43 per share total loans and leases 2.77% 2,103 6,000 $5.51M Net interest Employees PPP loans Donations to margin, down processed in charites in 43 basis points 2020, totaling 2020 by the $942 million Bank, its Foundation and 98% of its employees OUR PILLARS OF SUSTAINABILITY Promoting healthy Protecting the Growing our capacity Accepting our Increasing the potential profitability through Company and its by Investing in responsibility as an of our communities by Values-Based stakeholders through Company Culture and organization for investing in programs Governance Responsible Risk our Employees Improving our that Maximize Social Management Environmental Impact Impact TABLE OF CONTENTS CEO’S MESSAGE March 12, 2021 TO OUR STOCKHOLDERS: Hawaiian, Inc. 2016 Non Employee Director Plan principally to increase the total number of shares of I invite you to join me, our Board of Directors, senior common stock that may be awarded under that plan, management team and your fellow stockholders at our 2020 executive compensation program (the “say- the 2021 Annual Meeting of Stockholders. The on-pay” vote) and the ratification of Deloitte & Annual Meeting will be held on Wednesday, April 21, Touche LLP to serve as our independent auditor for 2021 at 8:00 a.m., Hawaii Standard Time, solely by 2021. remote communication, in a virtual only format. Unfortunately, you will not be able to attend the Detailed information about the director nominees, Annual Meeting in person as we continue to follow including their specific experience and qualifications, CDC protocols and Hawaii requirements regarding begins on page 11. Our Compensation Discussion social distancing and in person gatherings. and Analysis begins on page 41. Our approach to For First Hawaiian and many banks and financial compensation, as detailed in our Compensation institutions nationwide, 2020 was a difficult and Discussion and Analysis, continues to reflect our challenging year. Everything changed, and the philosophy to pay for performance. Our impact to our organization will be with us for years compensation programs reinforce and promote to come. You can be confident, however, that our responsible growth within our risk management customers, employees and community remain our framework. Our Audit Committee report and number one priority. As the pandemic grew and corresponding disclosures about our continuing strained our local economy, we quickly responded relationship with Deloitte & Touche LLP begins on with programs to help protect the safety of our page 75. We encourage you to read the proxy employees, customers, community and statement for more information. Our Board of stockholders. We continue to weather the storm Directors and senior officers, as well as through reduction of deposit costs, proactive representatives from our independent registered balance sheet management and cost reduction public accounting firm, will be present to respond to measures. Net interest margin declined significantly questions from stockholders. in 2020, and we built our credit loss reserve for Your vote is important. Instructions on how to vote loans. Our 2020 financial goals were interrupted, begin on page 1. Whether or not you plan to attend and we faced difficult decisions on a daily basis. the meeting, please complete, sign, date and return With that said, I want to assure that your bank is the enclosed proxy card in the envelope provided or safe, our liquidity and capital remain strong and we vote telephonically or electronically using the are optimistic for the future. As we navigate the telephone and Internet voting procedures described COVID-19 pandemic and its fallout, we will continue on the proxy card at your earliest convenience. to be transparent in our communications and will keep you updated on any developments. Thank you for your continued support of First Hawaiian. Our Annual Meeting Sincerely, At this year’s Annual Meeting, you will be asked to vote on several items, including the election of directors, a proposal to amend and restate the First Robert S. Harrison Chairman, President and Chief Executive Officer TABLE OF CONTENTS NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS Notice Hereby is Given that the 2021 Annual Meeting of Stockholders of First Hawaiian, Inc. will be held: WHEN WHERE WHO MAY VOTE Wednesday, April 21, 2021 Via webcast by pre-registering Stockholders of record on the record date, 8:00 a.m., Hawaii Standard before the meeting begins at February 26, 2021 Time register.proxypush.com/FHB At the Annual Meeting, we will ask you to consider and vote upon these proposals. Items of Business 1. The election to our Board of Directors of the following eight nominees named in the attached Proxy Statement to serve until the 2022 Annual Meeting of Stockholders: • Matthew J. Cox • Robert S. Harrison • Allen B. Uyeda • Vanessa L. Washington • W. Allen Doane • Faye W. Kurren • Jenai S. Wall • C. Scott Wo 2. A proposal to amend and restate the First Hawaiian, Inc. 2016 Non-Employee Director Plan principally to increase the total number of shares of common stock that may be awarded under that plan 3. An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement 4. The ratification of the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2021 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 virtually via live WHETHER OR NOT YOU EXPECT TO ATTEND THE webcast on Wednesday, April 21, 2021, at 8:00 a.m., ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY Hawaii Standard Time. You will be able to attend the WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE meeting online and submit questions during the meeting. BY TELEPHONE OR INTERNET, BY FOLLOWING THE You will also be able to vote your shares electronically at INSTRUCTIONS ON THE PROXY CARD OR BY MAIL. the Annual Meeting. The meeting will be held online only. 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. By Order of the Board of Directors, Joel E. Rappoport Honolulu, Hawaii Executive Vice President, General Counsel and March 12, 2021 Secretary TABLE OF CONTENTS NOTICE OF2021 ANNUAL MEETING OF STOCKHOLDERS IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON APRIL 21, 2021 Our Proxy Statement, our 2020 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 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. By March 12, 2021, 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 2020 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and vote online.
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