Sector: Financials
BANK OF HAWAII CORP · Meeting: April 24, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2019 (6 years), no overboarding concerns (2 public boards), all attendance requirements met, and BOH's 3-year TSR of +25.3% outperforms the peer median of +18.5% by +6.8pp, well below the 50pp threshold required to trigger a no vote.
Director since 2019, no public board overboarding, attended at least 75% of meetings, and TSR performance relative to peers does not trigger any concern under the policy.
Director since 2019, no overboarding issues, attendance is adequate, and the positive 3-year TSR outperformance vs. peers clears the policy threshold by a wide margin.
Long-tenured director (since 2006) and former CFO of BOH with deep financial expertise; no overboarding, attendance satisfactory, and TSR vs. peer median does not trigger any concern.
Director since 2021, no overboarding, attended at least 75% of meetings, and BOH's strong positive 3-year TSR outperforms peers, so no TSR trigger applies.
Director since 2017 with 1 other public board seat (within limits), adequate attendance, and peer-relative TSR performance is well within the acceptable range.
Director since 2014 with 2 other public board seats (within the 4-seat limit for non-executive directors), attended at least 75% of meetings, and peer-relative TSR does not trigger a no vote.
Newly appointed CEO joining the board April 1, 2026 — exempt from the TSR trigger as a director who joined within the past 24 months; brings 26 years of experience at BOH and is well-qualified for oversight of the institution he now leads.
Director since 2020, no overboarding, attended at least 75% of meetings, and BOH's positive 3-year TSR relative to peers does not raise any concern.
Director since 2013, incoming non-executive Board Chair, no overboarding issues, adequate attendance, and peer-relative TSR comfortably passes the policy threshold.
Director since 2023 (approximately 2 years), effectively at the boundary of the 24-month new-director exemption; even applying the trigger, BOH's +6.8pp outperformance vs. peer median is far below the 50pp threshold, so no concern arises.
Long-tenured director (since 2002) and Chair of the Human Resources & Compensation Committee; no overboarding, attendance is satisfactory, and BOH's 3-year TSR outperformance vs. peers is well within acceptable bounds.
All 12 director nominees receive a FOR recommendation. BOH's 3-year total shareholder return of +25.3% outperforms the company's own compensation peer group median of +18.5% by approximately +7 percentage points — well below the 50-percentage-point underperformance threshold required to trigger a no vote at this positive absolute return level. No director is overboarded, all attended at least 75% of meetings, the board is 92% independent with 100% independent key committees, and no familial or independence concerns were identified. New CEO James Polk joins the board and is exempt from the TSR trigger as a newly appointed director.
CEO
PETER S. HO
Total Comp
$6,016,006
Prior Support
95%%
CEO Peter Ho received total compensation of approximately $6.0 million, which is reasonable for a regional bank CEO at a $2.9 billion market cap company in the Financial Services sector. Shareholders gave overwhelming 95% support to the pay program at the 2025 annual meeting (up from 94% in 2024 and recovering from 74% in 2023), signaling broad acceptance and the company's successful response to prior shareholder feedback. Approximately 82% of the CEO's total pay is performance-based — well above the 50-60% threshold required by policy — with long-term incentive awards tied to return on common equity and total shareholder return over a three-year period, and short-term bonuses driven by a balanced scorecard with pre-set targets across five equally weighted metrics. The company maintains a formalized clawback policy, meaningful stock ownership requirements (5x salary for the CEO), no tax gross-ups, and no employment agreements, all of which are positive governance indicators.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for BOH's $2.9 billion market cap and complexity as a regulated financial institution. The proxy filing text provided does not include a detailed fee breakdown table, so the non-audit fee ratio cannot be calculated and the tenure trigger cannot be confirmed — per policy, the tenure trigger requires confirmed data to fire, so we default to FOR. No material financial restatements were identified. The absence of disclosed tenure is noted as a minor negative factor but does not override the default FOR vote.
Meeting held April 24, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Suzanne P. Vares-Lum | 98.1% | 28.9M | 131,549 | ✓ Elected |
| Alicia E. Moy | 98.0% | 28.8M | 175,278 | ✓ Elected |
| John C. Erickson | 98.0% | 28.8M | 181,171 | ✓ Elected |
| James C. Polk | 97.8% | 28.8M | 233,567 | ✓ Elected |
| Joshua D. Feldman | 97.7% | 28.8M | 256,016 | ✓ Elected |
| Michelle E. Hulst | 97.5% | 28.7M | 302,534 | ✓ Elected |
| Elliot K. Mills | 97.5% | 28.7M | 302,100 | ✓ Elected |
| Kent T. Lucien | 97.4% | 28.7M | 372,794 | ✓ Elected |
| Victor K. Nichols | 97.3% | 28.6M | 360,719 | ✓ Elected |
| Dana M. Tokioka | 97.3% | 28.6M | 359,236 | ✓ Elected |
| Robert W. Wo | 95.8% | 28.2M | 845,256 | ✓ Elected |
| Raymond P. Vara, Jr. | 95.0% | 28.0M | 1.1M | ✓ Elected |
Broker non-votes: 4.0M
Say on Pay
For 17.3M · Against 11.6M · Abstain 518,810
Auditor Ratification
For 32.2M · Against 782,004 · Abstain 407,525
The 2026 Bank of Hawaii annual meeting presents three standard proposals — director elections, executive compensation advisory vote, and auditor ratification — with no stockholder proposals on the ballot. All proposals receive a FOR recommendation: the full 12-director slate passes all policy screens given BOH's positive peer-relative 3-year TSR, the executive pay program earns strong marks for its high performance-based pay mix and prior 95% shareholder support, and Ernst & Young is an appropriate Big 4 auditor for the company's size, with no confirmed grounds for a negative vote.
16 companies disclosed in 2026 proxy filing
