UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

FIRST HAWAIIAN, INC.

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N/A

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2021 AT-A-GLANCE

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OUR PILLARS OF SUSTAINABILITY

I am pleased to invite you to our 2022 Annual Meeting of Stockholders to be held Wednesday, April 20 at 8:00 am, Hawaiian Standard Time. While the world appears to be slowly moving toward a more open meeting environment, out of an abundance of caution to ensure everyone’s health and safety, we will once again conduct our Annual Meeting in a virtual only forum via webcast.

Time and time again during 2021, despite the continuing worldwide COVID pandemic and a completely new work environment for all of us, we continued to step up for our customers, employees and the communities we serve. I am extraordinarily proud that, despite these ongoing challenges, we were able to continue our success in our 163rd year of relationship banking. During the summer of 2021, before the COVID-19 omicron variant emerged, Hawaii saw a strong rebound in tourism, leading to increased economic activity. Our asset quality remained strong, and we saw a significant increase in profitability in 2021, as net income increased by $80.0 million or 43% year over year.

At First Hawaiian, we continue to be guided by a common purpose: to make financial lives better by connecting those we serve with the resources they need to be successful. Our purpose and values form the foundation of our culture—a culture that is rooted in trust, accountability and thoughtful risk management throughout the organization. This past year we continued to transform our digital banking

footprint, update our data security framework and set the stage for our conversion to a new core banking system that will feature a modern open API architecture. These changes will help us better serve our customers and improve the customer experience by providing them with better tools to manage their finances and more convenience in doing business with us at anytime from anywhere.

Our Board of Directors and senior officers, as well as representatives from our independent registered public accounting firm, will be present at the Annual Meeting to respond to your questions. I encourage you to read our 2022 Proxy Statement, our 2021 Annual Report and the other proxy materials prior to the meeting. Instructions on how to vote begin on page 2. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or electronically using the telephone or Internet voting procedures described on your proxy card at your earliest convenience.

Together with our Board of Directors, we remain committed to building long-term value for our stockholders. Thank you for your continued support of First Hawaiian Bank.

Sincerely,

Robert S. Harrison
Chairman, President and Chief Executive Officer

This year’s Annual Meeting will be held exclusively online via live webcast on Wednesday, April 20, 2022, at 8:00 a.m., Hawaii Standard Time. You will be able to attend the meeting online and submit questions during the meeting. You will also be able to vote your shares electronically at the Annual Meeting.

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.

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

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Forward-Looking Statements

This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are

not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The following summary highlights information contained elsewhere in this Proxy Statement and provides context related to the matters to be voted on at the 2022 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 2021 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

2022 ANNUAL MEETING INFORMATION

Meeting Agenda

PROXY STATEMENT SUMMARY

How to Vote

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Have your proxy card available and follow the instructions.

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Proxy cards submitted by mail must be received by us by April 19, 2022.

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Beneficial Owners

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PROXY STATEMENT SUMMARY

PERFORMANCE HIGHLIGHTS

2021 Business Performance

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Capital Highlights

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Navigating the COVID-19 Pandemic

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

OVERVIEW OF THE BOARD NOMINEES*

Director Nominees

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PROXY STATEMENT SUMMARY

Snapshot of the Board

Board Diversity, Director Independence and Tenure*

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Board Diversity Matrix*

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PROXY STATEMENT SUMMARY

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Board Expertise

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PROXY STATEMENT SUMMARY

FIRST HAWAIIAN COMMITMENT TO GOVERNANCE, SOCIAL AND ENVIRONMENTAL MATTERS

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

Corporate Social Responsibility

Environmental Impact

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board currently has ten members, consisting of our Chief Executive Officer and President (who also serves as Chairman of the Board) and nine other directors, all of whom are “independent” under the listing standards of NASDAQ. The terms of office of all ten directors expire at the Annual Meeting. As previously announced, Ms. Jenai S. Wall and Mr. Matthew J. Cox notified us that they would not stand for re-election to the Board at the 2022 Annual Meeting. In connection with the Annual Meeting, the size of our Board will be reduced to eight members.

At the Annual Meeting, you will be asked to elect the eight individuals to serve on the Board that the Board has nominated for re-election, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2023. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

All of our directors are elected annually by the affirmative vote of a majority of votes cast.

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A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board.

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Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation.

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For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see “Frequently Asked Questions About the Annual Meeting and Voting.”

With regard to the election of the director nominees, votes may be cast in favor or against. A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2022 Annual Meeting). A majority of the votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee.

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DIRECTOR NOMINEES

The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company’s corporate governance guidelines, as described below under the section entitled “Board of Directors, Committees and Governance—Corporate Governance Guidelines and Code of Conduct and Ethics.” In evaluating the suitability of individuals for Board membership, the Corporate Governance and Nominating Committee considers many factors. Those factors include:

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whether the individual meets various independence requirements;

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the individual’s general understanding of the varied disciplines relevant to the success of a publicly traded company in today’s business environment;

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understanding of the Company’s business and markets;

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professional expertise and educational background; and

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other factors that promote diversity of views and experience.

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The Corporate Governance and Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuate the Company’s success and represent stockholder interests through the exercise of sound judgment, based on its diversity of experience. In determining whether to recommend a director for re-nomination, the Corporate Governance and Nominating Committee also considers the director’s attendance at, participation in and contributions to Board and committee activities.

The following table sets forth certain information regarding the director nominees standing for re-election at the Annual Meeting. Additional biographical information on each of the nominees is included below.

In considering the nominees’ individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among any directors and executive officers. Each nominee has

indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

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DIRECTOR NOMINEE BIOGRAPHIES

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BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE

Our Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports and audit reports made at Board and committee meetings by our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and other officers.

The Board has four standing committees, the principal responsibilities of which are described below under the section entitled “— Committees of Our Board of Directors.” Additionally, the directors meet in regularly scheduled executive sessions, without First Hawaiian management (generally other than Mr. Harrison) present, at each regularly scheduled meeting of the Board.

The Board met seven times in 2022. Each member of the Board attended more than 75% of the total number of meetings of the Board and the committees on which he or she served. We strongly encourage, but do not require, the members of our Board to attend annual meetings of our stockholders. All eight then-serving members of the Board attended our 2021 annual meeting of stockholders.

Our common stock is listed on NASDAQ and, as a result, we are subject to the corporate governance listing standards of the exchange. The NASDAQ corporate governance standards generally require a majority of independent directors on the board of

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directors and fully independent audit, nominating and compensation committees.​

Our Board consists of ten directors, nine of whom are independent. A director is independent if the Board affirmatively determines that he or she satisfies the independence standards set forth in the applicable rules of NASDAQ, has no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”). The Board has reviewed the independence of our current non-employee directors and has determined that each of Matthew J. Cox, W. Allen Doane, Faye W. Kurren, James S. Moffatt, Kelly A. Thompson, Allen B. Uyeda, Vanessa L. Washington, Jenai S. Wall and C. Scott Wo is an independent director. In determining the independence of its

directors, the Board considered transactions, relationships and arrangements between the Company and its directors, the details of which are not required to be disclosed in this Proxy Statement pursuant to Item 404(a) of Regulation S-K. In addition, in determining the independence of its directors, the Board considered that certain businesses in which Ms. Wall and her spouse have a material interest, particularly Foodland Super Market, Ltd., as well as certain businesses in which Mr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, have loans that were made by the Bank in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and that did not involve more than the normal risk of collectability or present other unfavorable features.

Board Leadership Structure and Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all stockholders.

Diversity is an important factor in our consideration of potential and incumbent directors. Our Corporate Governance and Nominating Committee considers a number of demographics and other factors, including race, gender identity, ethnicity, sexual orientation, culture, nationality and work experiences, seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise. Among other factors, our Corporate Governance and Nominating Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. Diversity is also considered as part of the annual Board evaluation.

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When considering potential director candidates, our Board also considers the candidate’s:

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character,

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judgment,

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skills, including financial literacy, and

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experience in the context of our needs and those of the Board.

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The corporate governance guidelines of our Board provide that the Board may, in its sole discretion, designate one of the independent directors as its lead director to preside over meetings of the Board held in the absence of any director who is also an executive officer and to have such additional responsibilities and authority as the Board may direct from time to time.

Currently, Robert S. Harrison serves as our Chief Executive Officer and President and as the Chairman of our Board, and Allen B. Uyeda has been designated to serve as the lead independent director of our Board.

Our Chief Executive Officer is generally in charge of our business affairs, subject to the overall direction and supervision of the Board and its committees, and is the only member of our management

team that serves on the Board. Our Board believes that combining the roles of Chairman of the Board and Chief Executive Officer and appointing a lead independent director is the most effective board leadership structure for us and that it provides an effective balance of strong leadership and independent oversight. Having one individual serve as both Chief Executive Officer and Chairman contributes to and enhances the Board’s efficiency and effectiveness, as the Chief Executive Officer is generally in the best position to inform our independent directors about our operations, the competitive market and other challenges facing our business. Our Board believes that the Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board for many reasons as he is closest to many facets of our business and has frequent contact with our customers, regulators and other stakeholders in our business. The Board believes that combining the roles of Chief Executive Officer and Chairman of the Board also promotes timely communication between management and the Board on critical matters, including strategy, business results and risks, because of Mr. Harrison’s direct involvement in the strategic and day-to-day management of our business.

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Committees of Our Board of Directors

The standing committees of our Board consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these committees are described below. Our Board may also establish various other committees to assist it in its responsibilities.

The following table summarizes the current membership of the Board and each of its committees:

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For 2021, the Compensation Committee retained the services of Pay Governance LLC as an independent outside compensation consultant (“Pay Governance”) to perform a competitive assessment of First Hawaiian’s executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing executive compensation consulting services.

For more information about the role of Pay Governance as an independent outside compensation consultant, see “Executive

Compensation—Compensation Discussion and Analysis—Compensation Governance Process—Role of the Compensation Consultant and Independence.”

Our Chief Executive Officer, in conjunction with members of the Compensation Committee and the Executive Vice President, Human Resources develops recommendations regarding the appropriate mix and level of compensation for our NEOs (other than himself) while considering the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other NEOs. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.

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Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is or has been one of our officers or employees, and none will have any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves

or has served as a member of the Board, Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

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Board Oversight of Risk Management

Our Board believes that effective risk management and control processes are critical to:

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our safety and soundness,

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our ability to predict and manage the challenges that we face, and

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ultimately, our long-term corporate success.

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The role of our Board in our risk oversight is consistent with our leadership structure, with our

Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

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Corporate Governance Guidelines and Code of Conduct and Ethics

Our Board has adopted corporate governance guidelines, which are accessible through our corporate website at www.fhb.com under the Investor Relations section, which set forth a framework within which our Board, assisted by Board committees, will direct the Company’s affairs. These guidelines address, among other things:

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the composition and functions of our Board,

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director independence,

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compensation of directors,

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management succession and review, and

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Board committees and selection of new directors, including detailed procedures to

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be followed in the event that one or more directors do not receive a majority of the votes cast “for” his or her election at the Annual Meeting.​

Our Board has adopted a code of conduct and ethics applicable to our directors, officers and employees. A copy of that code is available on our corporate website at www.fhb.com under the Investor Relations section. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our corporate website at www.fhb.com as required by applicable law or listing requirements.

Stockholder Communications with the Board of Directors

Stockholders and any interested parties may communicate with the Board by sending

correspondence addressed to the Board or one or more specific directors at the following address:

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2021 DIRECTOR COMPENSATION

The following table lists the individuals who received compensation in 2021 for their service as directors of First Hawaiian. Any FHI director who also serves on the board of directors of the Bank does not receive any director compensation for service on

the board of directors of the Bank except as specifically noted below. Any director who is an officer of the Company does not receive any director compensation.

In making decisions concerning compensation for non-employee directors, the Compensation Committee considers the director compensation levels and practices of peer companies and whether compensation recommendations align with the interests of our stockholders. The Compensation Committee seeks to align total non-employee director compensation with the approximate median of peer group total director compensation. In 2021, the compensation consultant to the Compensation Committee analyzed the competitive position of our director compensation program against the same peer group used for executive compensation

purposes and examined how each element of our director compensation program compared to those for members of the peer group. Following its review of this analysis, the Compensation Committee established the director compensation program set forth below, which is unchanged from the director compensation program for 2020 except as noted below. The Compensation Committee intends to review its director compensation practices at least every third year.

We provide the following compensation for non-employee members of FHI’s Board:

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