FIRST HAWAIIAN INC (FHB)
Sector: Financials
2026 Annual Meeting Analysis
FIRST HAWAIIAN INC · Meeting: April 22, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Harrison has served as CEO and director since the 2016 IPO; FHB's 3-year price return of 19.4% is a low-positive absolute result, and the QABA ETF fallback gap of -15.5pp is well below the 50pp threshold required to trigger a No vote, so no TSR concern applies.
Freas joined in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption; she brings deep financial expertise as a former Deloitte audit partner and CPA, making her well-qualified for the Audit Committee.
Fujimoto joined the FHI board in 2022 and holds only one public board seat; the TSR underperformance gap versus the QABA ETF (-15.5pp) does not reach the 50pp threshold for low-positive TSR, so no trigger fires.
Moffatt has served since 2021 and holds only one public board seat (Digital Transformation Opportunities Corp. ended in 2023); the TSR gap does not reach the 50pp ETF trigger and his consulting leadership background provides relevant oversight skills.
Mugiishi has served since 2022 and holds one public board seat; the TSR gap does not reach the 50pp ETF trigger and his CEO experience at a large regulated healthcare insurer brings valuable risk-management perspective.
Thompson has served since 2021, holds two public board seats (well below the four-seat overboarding threshold), and the TSR gap does not reach the 50pp ETF trigger; her e-commerce and technology background adds useful digital oversight skills.
Washington has served since 2020 and holds one public board seat; the TSR gap does not reach the 50pp ETF trigger and her 20+ years of banking legal and regulatory experience is directly relevant to FHB's business.
Wo has served since 2018 as Lead Independent Director and holds one public board seat; the TSR gap does not reach the 50pp ETF trigger and his Ph.D. in Finance and Columbia Business School teaching role bring strong financial oversight credentials.
All eight director nominees pass the policy screens: no overboarding violations, no familial relationships with management, all directors attended more than 75% of meetings in 2025, the board discloses a skills matrix, audit committee members have clear financial expertise, and FHB's 3-year TSR gap versus the QABA community bank ETF (-15.5pp) is well below the 50pp threshold applicable to a low-positive absolute TSR, so no TSR trigger fires for any director. Recommend FOR on the full slate.
Say on Pay
✓ FORCEO
Robert S. Harrison
Total Comp
$6,285,693
Prior Support
98%+%
CEO total compensation of approximately $6.3 million is reasonable for the Chairman, President and CEO of a $3B market cap regional bank with $24B in assets, and the company's 2025 financial performance was strong — net income up 20%, net interest margin up 20 basis points, and disciplined expense management. Pay mix is well-structured: 77% of the CEO's target total direct compensation is variable and at-risk, 56% is directly tied to performance metrics, and long-term equity awards (60% performance share units, 40% time-vested restricted stock units) use meaningful relative metrics including ROATE vs. peers, ROATA vs. peers, and TSR vs. the KBW Regional Bank Index over a three-year period. The company received greater than 98% shareholder support on Say on Pay at the 2025 annual meeting, a robust clawback policy is in place, and no pay-for-performance misalignment flags are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a structured fee table with extractable dollar amounts, and auditor tenure is not explicitly disclosed in the text provided; under policy, when tenure cannot be confirmed the tenure trigger does not fire, and without confirmed fee data the non-audit ratio trigger cannot be applied. Deloitte is a Big 4 firm appropriate for a $3B market cap regional bank, and no material restatements are disclosed. Default is FOR.
Overall Assessment
First Hawaiian's 2026 annual meeting ballot contains three standard proposals: election of eight director nominees, ratification of Deloitte as auditor, and an advisory Say on Pay vote. All proposals are recommended FOR — the director slate is clean on overboarding, attendance, independence, and TSR screens; the Say on Pay program features strong performance linkage and received overwhelming shareholder support in 2025; and Deloitte is an appropriate Big 4 auditor for a bank of this size, with no restatement concerns disclosed.