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Washington, D.C. 20549










Date of Report (Date of earliest event reported): July 14, 2021




(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


001-14585   99-0156159
(Commission File Number)   (IRS Employer Identification No.)


999 Bishop St., 29th Floor    
Honolulu, Hawaii   96813
(Address of Principal Executive Offices)   (Zip Code)


(808) 525-7000

(Registrant’s Telephone Number, including Area Code)


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class:   Trading Symbol   Name of each exchange on which registered:
Common Stock, par value $0.01 per share   FHB   NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(d)          On July 14, 2021, the Board of Directors (the “Board”) of First Hawaiian, Inc. (the “Company”) resolved to increase the number of directors constituting the Board from eight to ten and appointed James S. Moffatt and Kelly A. Thompson to serve as members of the Board and fill the vacancies created upon the increase in the size of the Board, effective immediately. As of the date of the filing of this Current Report on Form 8-K, the Board has not determined the committees of the Board, if any, to which Mr. Moffatt or Ms. Thompson will be appointed. Mr. Moffatt and Ms. Thompson also were appointed to the board of directors of First Hawaiian Bank, a wholly owned subsidiary of the Company.


Mr. Moffatt and Ms. Thompson will receive compensation for their service as directors in accordance with the Company’s standard arrangements for non-employee directors, pursuant to which the Company anticipates granting each of them a one-time award of restricted stock units with a value of $53,698.


The Company has not entered into any transactions with Mr. Moffatt or Ms. Thompson that are required to be reported under Item 404(a) of Regulation S-K and neither individual will be employed by the Company. Neither Mr. Moffatt nor Ms. Thompson was elected pursuant to an arrangement or understanding between such individual and any other person.


For more information, reference is made to the Company’s press release dated July 14, 2021, a copy of which is attached to this Report as Exhibit 99.1. Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits


(d)           Exhibits


Exhibit No.   Description
99.1   Press Release Dated July 14, 2021
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Date:  July 14, 2021 By:

/s/ Robert S. Harrison

  Name: Robert S. Harrison
  Title: Chairman of the Board, President and Chief Executive Officer




Exhibit 99.1



For Immediate Release


First Hawaiian Appoints James S. Moffatt and Kelly A. Thompson

to the First Hawaiian, Inc. Board of Directors


Honolulu, Hawaii July 14, 2021 – First Hawaiian, Inc. (NASDAQ: FHB), the parent company of First Hawaiian Bank, announced today the appointment of James S. Moffatt, former Chairman/CEO of Deloitte Consulting, and Kelly A. Thompson, former Senior Vice President, Chief Operating Officer, samsclub.com, to serve on the Board of Directors of First Hawaiian, Inc. and its bank subsidiary, First Hawaiian Bank.


“We are pleased to welcome Jim and Kelly to our team. As we transition to a Digital First organization, their combined expertise in the areas of technology, risk management, ecommerce, innovative talent development and strategic transformation, will provide valuable insight and guidance as we plan the future direction of our company,” said Bob Harrison, First Hawaiian Inc. Chairman, President and CEO. “Our successful relationship-based business development model has sustained us for over 162 years and we are leveraging technology to help our bankers continue to deliver the top-notch service experiences that our customers have come to expect from us.”


James S. Moffatt has extensive experience in helping clients with strategy, growth, innovation and transformation, and has served at the most senior levels of Deloitte, a leading global professional services firm. He spent the majority of his 35-year professional career with Deloitte Consulting in Los Angeles, California. He last served as Vice Chairman of the global consulting business from January 2018 through his retirement at the end of 2018. He previously served as Chief Executive Officer of the global consulting business from 2015 to 2017, and prior to that, he was Chairman and CEO of Deloitte’s U.S. consulting business from 2011. Moffatt serves as an advisor to various private equity and venture capital firms and also serves as an advisor to, or on the advisory boards of, a number of their portfolio companies. He currently is a board member of Digital Transformation Opportunities Corp., a NASDAQ-listed company, and of Optiv, a cybersecurity solutions integrator. He is Vice Chairman and executive committee member of UCLA Anderson School Board of Advisors and is an advisory board member at the Centre of Neuro Skills. Moffatt holds a bachelor’s degree from the University of California San Diego and an MBA from UCLA Anderson School of Management. He is also a graduate of both the Director’s Consortium at the Stanford University Graduate School of Business and Master Class of National Association of Corporate Directors.





Kelly A. Thompson is a retail leader with over 24 years of expertise in connecting dots between talent, product, data and technology to drive growth and transformation. Thompson spent 2007 through 2019 working in various eCommerce roles at Walmart, Inc.  From 2017 until 2019, she served as the Chief Operating Officer of samsclub.com with responsibility for a multi-billion dollar omni channel P&L as well as the Digital strategic work stream.  Prior to that, she served as Senior Vice President of Global Category Development for Walmart Global eCommerce and as Senior Vice President of Merchandising, Planning & Marketplace for walmart.com. Additionally, she spent 10 years in key merchandising leadership roles at Gap, Inc.  Thompson currently serves on the Board of Directors for Turtle Beach Corporation, a NASDAQ-listed global gaming accessory company based in White Plains, New York, aka Brands, a San Francisco-based direct-to-consumer fashion brands company and Bolt Threads, a sustainable biomaterial solutions company based in the San Francisco Bay area. She holds a bachelor’s degree in biology from the University of California San Diego.


First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company headquartered in Honolulu, Hawaii. Its principal subsidiary, First Hawaiian Bank, founded in 1858, is Hawaii’s largest financial institution with branch locations throughout Hawaii, Guam and Saipan. The company offers a comprehensive suite of banking services to consumer and commercial customers including deposit products, loans, wealth management, insurance, trust, retirement planning, credit card and merchant processing services. Customers may also access their accounts through ATMs, online and mobile banking channels. For more information about First Hawaiian, Inc., visit the Company’s website, www.fhb.com.


Investor Relations Contact:
Kevin Haseyama, CFA

(808) 525-6268


Media Contact:

Susan Kam

(808) 525-6254