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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COMPANY PROFILE

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2022 AT-A-GLANCE

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OUR PILLARS OF SUSTAINABILITY

You are invited to attend our 2023 Annual Meeting of Stockholders scheduled for Wednesday, April 26, 2023, 8:00 a.m., Hawaii Standard Time. In our continuing trend, this year’s Annual Meeting will be completely virtual and conducted electronically via live webcast.

We saw remarkable changes as our recovery from the pandemic accelerated in 2022. Tourists returned in large numbers, and local businesses gradually recaptured much of the business that was lost during the 2020-2021 shut down. At First Hawaiian, our focus continued to be on empowering our customers and communities, and we believe that goes much deeper than the traditional customer/banker relationship.

Here are some of our 2022 financial performance highlights:

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We increased loans by $1.1 billion, or 9%

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Our deposits of $21.7 billion remained the highest in our primary market

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We maintained high asset quality, with non-accrual loans and leases at 0.08% of total loans and leases

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Net income of $265.7 million remained steady, falling by $0.1 million

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We increased return on average total stockholders’ equity from 9.81% for 2021 to 11.44% for 2022

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We increased return on average tangible stockholders’ equity (non-GAAP) from 15.51% for 2021 to 20.03% for 2022

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Our net interest margin improved by 35 basis points, from 2.43% for 2021 to 2.78% for 2022

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Our stock price at December 31, 2022 traded at 1.46 times book value and 12.52 times earnings

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With contributions from our senior management team and many others, our strategic planning process took shape resulting in the development of a plan to optimize future growth opportunities while leveraging our core strengths of delivering customer-focused products and services.

To accomplish our growth plans, we must invest in new technology. Overhauling our entire digital architecture is critical to meeting customer expectations, quickly test new products and services, and generally improve the customer experience to maintain our competitive position in a crowded marketplace. I am pleased to report we accomplished the first major step in our digital transformation through a successful core conversion in May 2022.

Our Board of Directors and senior officers, together with representatives from our independent registered public accounting firm, will be in attendance at the Annual Meeting to respond to your questions. We encourage you to read our 2023 Proxy Summary, our

2022 Annual Report to Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2022 prior to the meeting. Complete 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 earlier convenience.

Our leadership team and I are excited for what lies ahead for First Hawaiian Bank and know that we can

deliver an even bolder and brighter future for our stockholders, colleagues, customers and communities. We look forward to your participation in this year’s Annual Meeting. Thank you for your continued support.

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 26, 2023, 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 2023 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 “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The following summary highlights information contained elsewhere in this Proxy Statement and provides context related to the matters to be voted on at the 2023 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 2022 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2022

2023 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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Voting over the internet or by telephone by no later than 11:59 p.m., Eastern time, on April 25, 2023.

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Voting by mail must be received by us by April 25, 2023.

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Beneficial Owners

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PROXY STATEMENT SUMMARY

PERFORMANCE HIGHLIGHTS

2022 Business Performance

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Capital Highlights

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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 (as of March 16, 2023)

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PROXY STATEMENT SUMMARY

Board Diversity Matrix*

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PROXY STATEMENT SUMMARY

Board Expertise

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PROXY STATEMENT SUMMARY

FIRST HAWAIIAN COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

ESG Governance

PROXY STATEMENT SUMMARY

Stakeholder Engagement

Awards and Recognitions

Corporate Governance

PROXY STATEMENT SUMMARY

Code of Conduct and Ethics

Corporate Governance Stockholder Engagement

Corporate Social Responsibility

PROXY STATEMENT SUMMARY

Environmental Impact

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. Under First Hawaiian’s age limitation policy, following his attainment of age 75 subsequent to the 2022 annual meeting of stockholders, Mr. W. Allen Doane will not stand for re-election to the Board at the 2023 Annual Meeting. In connection with the Annual Meeting, the size of our Board will be reduced to nine members.

At the Annual Meeting, you will be asked to elect nine 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 2024. 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 2023 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.

CORPORATE GOVERNANCE AND BOARD MATTERS

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.

CORPORATE GOVERNANCE AND BOARD MATTERS

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 present, at each regularly scheduled meeting of the Board.

The Board met eight 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 director nominees of the Board attended our 2022 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

CORPORATE GOVERNANCE AND BOARD MATTERS

directors and fully independent audit, nominating

and compensation committees.

Our Board consists of 10 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 W. Allen Doane, Michael K. Fujimoto, Faye W. Kurren, James S. Moffatt, Mark M. Mugiishi, Kelly A. Thompson, Allen B. Uyeda, Vanessa L. Washington 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 Mr. Fujimoto has a material interest, particularly Hawaii Planing Mill, Ltd. dba HPM Building Supply, certain businesses in which Dr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, and certain businesses in which Dr. Mugiishi has a material interest, specifically, Hawaii Medical Service Association, 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

Director Nomination Process

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.

The Corporate Governance and Nominating Committee of our Board identifies potential director candidates and makes recommendations to the Board regarding individuals qualified to become Board members.

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, expertise and personal characteristics. 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.

CORPORATE GOVERNANCE AND BOARD MATTERS

In recommending a nominee for election as a director (or to fill a Board vacancy), the Corporate Governance and Nominating Committee considers each individual’s specific experience, background and education, including skills as described in the table on page 7, as well as the following Board-approved criteria:

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professional background and expertise

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judgment

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diversity of viewpoints, background, experience and personal characteristics

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skills, including financial literacy

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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 require that the Corporate Governance and Nominating Committee take into account director qualifications exceeding those required under relevant securities rules and listing standards, including a nominee’s diversity characteristics and professional expertise.

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, employees, 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: