BOH DEF 14A Report ended March 13, 2020

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1.	To elect 13 persons to serve as directors of the Company for a term of one year each until the 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.

2.	To hold an advisory vote on executive compensation.

3.	To ratify the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year.

4.	To transact any other business that may be properly brought before the meeting or any adjournment or postponement thereof.

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Q:	What is a proxy?

A:

A proxy is your legal designation of another person to vote the shares you own. That other person that you designate is called a proxy and is required to vote your shares in the manner you instruct. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. If you vote by phone or via the Internet, you will have designated Mark A. Rossi and/or Russell Lum to act as your proxy to vote your shares at the Annual Meeting in the manner you direct.

Q:	How many shares must be present to hold the annual meeting?

A:

The holders of at least one-third of the outstanding common stock on the Record Date entitled to vote at the annual meeting must be represented, in person or by proxy, to conduct business. That amount is called a quorum . Shares are counted as present at the meeting if a shareholder entitled to vote is present at the meeting, or has submitted a properly signed proxy in writing, or by voting by telephone or via the Internet. We also count abstentions and broker non-votes as present for purposes of determining a quorum.

Q:	Why did I receive a one-page notice (the “Notice”) in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

The rules and regulations of the Securities and Exchange Commission (the “SEC”) allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who have not previously indicated a preference for printed copies of proxy materials are receiving the Notice. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy via the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, please follow the instructions for requesting such materials in the Notice.

Q:	What are the voting procedures?

A:

Under our Certificate of Incorporation, Directors are elected annually by majority vote (Proposal 1). This means that a director is elected if the number of votes cast for the nominee exceeds the number of votes cast against the nominee. In the event of a contested election, the election is determined by plurality vote. This means that the nominees who receive the highest number of affirmative votes are elected. Abstentions and broker non-votes do not affect the outcome of a plurality vote.

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Q:	May I change my vote?

A:

Yes. You may change your proxy instructions any time before the vote at the annual meeting. For shares you hold as shareholder of record, you may change your vote by providing notice to the Corporate Secretary, granting a new proxy with a later date or by attending the annual meeting and voting in person. Attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you also vote at the meeting. If you voted by telephone or via the Internet, you may change your vote until 1:00 a.m. Central Time, April 24, 2020 . For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker or nominee.

Q:	What is a broker non-vote?

A:

The NYSE allows its member-brokers to vote shares held by them for their customers on matters the NYSE determines are routine, even though the brokers have not received voting instructions from their customers. Of the proposals anticipated to be brought at the annual meeting, only Proposal 3 (the ratification of the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2020 fiscal year) is considered by the NYSE to be a routine matter. Your broker, therefore, may vote your shares in its discretion on Proposal 3 if you do not instruct your broker how to vote. If the NYSE does not consider a matter routine, then your broker is prohibited from voting your shares on the matter unless you have given voting instructions on that matter to your broker. Therefore, your broker will need to return a proxy card without voting on these non-routine matters if you do not give voting instructions with respect to these matters. This is referred to as a "broker non-vote." The NYSE does not consider Proposal 1 (election of Directors) and Proposal 2 (advisory vote on executive compensation) to be routine matters, so your broker may not vote on these matters in its discretion. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your vote is counted with respect to these non-routine matters.

Q:	May I propose actions for consideration at next year's annual meeting of shareholders?

A:	Yes. You may submit proposals for consideration at the 2021 Annual Meeting of Shareholders by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813 and in accordance with the following schedule and requirements.

Q:	Where can I find the voting results of the annual meeting?

A:	We plan to announce preliminary voting results at the annual meeting. We will publish final voting results in a report on Form 8-K within four business days of the annual meeting.

Q:	What happens if the meeting is postponed or adjourned?

A:	Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

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(1)

According to its Schedule 13G filed with the SEC on February 4, 2020, BlackRock, Inc. is a parent holding company or control person and may be deemed to have beneficial ownership as of December 31, 2019 of 4,698,070 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares except subsidiary BlackRock Fund Advisors. According to the same filing, BlackRock, Inc. has sole power to vote or to direct the vote over 4,540,823 of those shares and sole power to dispose or to direct the disposition of 4,698,070 shares.

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(2)

According to its Schedule 13G filed with the SEC on February 10, 2020, The Vanguard Group is an investment adviser and its subsidiaries may be deemed to have beneficial ownership as of December 31, 2019, of 3,990,823 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, The Vanguard Group has sole power to vote or to direct the vote over 21,284 of those shares, sole power to dispose or to direct the disposition of 3,970,508 shares, shared power to vote or to direct the vote over 4,962 shares and shared power to dispose or to direct the disposition of 20,315 shares.

(3)

According to its Schedule 13G filed with the SEC on February 13, 2020, Neuberger Berman Group LLC is a parent holding company or control person and its affiliates may be deemed to have beneficial ownership as of December 31, 2019, of 2,398,184 shares of Bank of Hawaii Corporation common stock by its clients, none known to have more than five percent of outstanding shares. According to the same filing, Neuberger Berman Group LLC has shared power to vote or to direct the vote of 2,376,709 of those shares and shared power to dispose or to direct the disposition of 2,398,184 shares.

(4)

Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 14,446 shares; Dr. Bitterman, 786 shares; Mr. Burak, 786 shares; Mr. Erickson, 786 shares; Mr. Feldman, 786 shares; Mr. Huret, 786 shares; Ms. Hulst, 597 shares; Ms. Moy, 786 shares; Mr. Nichols, 786 shares; Ms. Tanabe, 786 shares; Mr. Vara, 786 shares; and Mr. Wo, 19,586 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Huret, 12,285 shares; Nichols, 5,479 shares; and Wo, 19,923 shares; and Mmes. Apoliona, 6,796 shares and Tanabe, 11,201 shares.

(5)

Includes shares held individually or jointly by family members as to which the specified director or officer may be deemed to have shared voting or investment power as follows: Dr. Bitterman, 7,194 shares; Mr. Erickson, 292 shares; Mr. Huret, 24,063 shares; Mr. Wo, 10,650 shares; Mr. Lucien, 39,346 shares; Mr. Rossi, 37,470 shares; Ms. Sellers, 48,231 shares; Mr. Polk, 14,872 shares and Mr. Shigemura, 21,053 shares.

(6)	Includes 1,000 shares held in a Keogh account.

(7)	Includes 1,904 shares held in an Individual Retirement Account.

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•	Annually elected directors

•	Female lead independent director

•	Majority voting in director elections with a plurality carve out in the case of contested elections and a director resignation policy

•	Independent directors comprise 87% (13) of the board and 100% of key committees as of March 1, 2020

•	46% of independent directors are women (6) as of March 1, 2020

•	Ongoing director refreshment with 6 new directors added in the past 6 years

•	The directors are subject to Company stock ownership guidelines equal to 5 times the director annual cash retainer

•	Directors actively participate in continuing education programs on corporate governance and related issues

•	Each director attended at least 75% of the board and the director's assigned committee meetings

•	The Company has adopted an annual frequency for the Say-on-Pay vote

•	The Company participates in robust shareholder outreach activities

•	The Company supports a strong and effective whistleblower policy and program

•	The Company maintains an effective clawback policy

•	No poison pill has been adopted

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a)

In no event shall a director be considered independent if the director is an employee, or a member of the director’s immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman of the Board, CEO, Chief Financial Officer ("CFO") or other executive officer shall not disqualify a director from being considered independent following that employment.

b)

In no event shall a director be considered independent if the director receives, or a member of the director’s immediate family who serves as an executive officer of the Company receives more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). A director may not be considered independent until three years after ceasing to receive such compensation.

c)	In no event shall a director be considered independent if the director is a current partner or employee of the Company’s internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company’s audit; or was a partner or employee of such a firm and personally worked on the Company’s audit within the last three years.

d)	In no event shall a director be considered independent if the director is employed, or a member of the director’s immediate family is employed, as an executive officer of another company where any of the Company’s present executives serves on that company’s compensation committee until three years after the end of such service or employment relationship.

e)

In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services rendered in an amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues for such year, until three years after falling below such threshold.

f)

A director will not fail to be deemed independent solely as a result of the director’s and the director’s immediate family members’, or a director’s affiliated entities, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable laws, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features.

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g)

Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors’ fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).

h)

Human Resources & Compensation Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company, and shall otherwise meet the independence criteria of Section 10C of the Securities Exchange Act of 1934, as amended. Human Resources & Compensation Committee members may receive directors' fees or other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).

i)

If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board’s judgment material, and therefore whether the affected director is independent.

•	A member of the Human Resources & Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Human Resources & Compensation Committee; or

•	A director of any other entity, one of whose executive officers or their immediate family member served on our Human Resources & Compensation Committee.

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•	An annual retainer for service on the Board of $55,000 (decreased from $65,000);

•	An annual retainer for the Lead Independent Director in the amount of $35,000;

•	A new annual retainer for the Nominating & Corporate Governance Committee members in the amount of $10,000 and new annual retainer for the Chairman of the Nominating & Corporate Governance Committee in the amount of $20,000;

•	An annual retainer for Audit & Risk Committee members in the amount of $17,000, an annual retainer for the Chairman of the Audit & Risk Committee in the amount of $30,000, and an annual retainer for the Vice Chairman of the Audit & Risk Committee in the amount of $25,000; and

•	An annual retainer for Human Resources & Compensation Committee members in the amount of $12,000 and an annual retainer for the Chairman of the Human Resources & Compensation Committee in the amount of $21,000.

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(1)	Ms. Apoliona and Messrs. Nichols and Wo elected to defer all of their respective fees earned in 2019. Ms. Tanabe elected to defer all of her committee retainer fees only.

(2)

The amounts in this column reflect the fair value of the restricted stock on the dates of grant. On April 26, 2019, the Company issued grants of 786 shares of restricted common stock to each of the non-management directors, each grant having an aggregate fair value of $65,065 based on the closing price of the Company's common stock of $82.78 on the date of the grant; 100% of the grant will vest on April 17, 2020. As of December 31, 2019, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): Ms. Apoliona, 2,586 shares; Dr. Bitterman, 786 shares; Mr. Burak, 786 shares; Mr. Erickson, 786 shares; Mr. Feldman, 786 shares; Mr. Huret, 786 shares; Ms. Moy, 786 shares; Mr. Nichols, 786 shares; Ms. Tanabe, 786 shares; Mr. Vara, 786 shares; and Mr. Wo, 2,586 shares. On January 25, 2019, the Company elected Messrs. Erickson and Feldman to the Board to serve the remainder of the unexpired term until the 2019 annual meeting and issued a grant of 212 shares each for their respective service on the Board, which had an aggregate fair value of $16,279 based on the closing price of $76.79 on the date of the grant. On July 19, 2019, the Company elected Ms. Hulst to the Board to serve the remainder of the unexpired term until the 2020 annual meeting and issued a grant of 597 shares of restricted stock to Ms. Hulst for her service on the Board, which had an aggregate fair value of $48,757 based on the closing price of $81.67 on the date of the grant. These shares will vest on April 17, 2020.

(3)	No option awards were granted in 2019. As of December 31, 2019, no director had outstanding options to purchase shares of the Company's common stock.

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•	2019 Compensation Program

◦	Short- and long-term incentive plans are 100% performance-based.

◦	The short-term incentive plan provides for 80% quantitative and 20% qualitative performance measures.

◦	The long-term incentive plan provides for a three-year performance period, with a 3-year cliff vesting period, for the 2019 - 2021 performance period.

◦	The short- and long-term incentive plan quantitative performance metrics are measured relative to the identified peer group performance and are not absolute.

•	Strong Operational Performance

◦

Return-on-Equity and Stock Price-to-Book Ratio are key measures of the Company’s financial health and are key performance metrics in the executive compensation program.  Return-on-Equity was 17.65% and Stock Price-to-Book Ratio was 2.96 as of December 31, 2019, both in the top quartile of peers.  Tier 1 Capital Ratio, also a key performance metric in the executive compensation program, was 12.18% as of December 31, 2019 and far exceeded the minimum ratio necessary to be characterized as “well-capitalized.”

◦	History of consistent dividends, even through the financial crisis. The Company increased the dividend payable to shareholders commencing in the second and fourth quarters of 2019.

◦	Recognition For Excellence

▪	Rated as Hawaii's Best Bank by the readers of Honolulu Star Advertiser, Hawaii Tribune Herald and The Garden Island , and named one of America's Best Banks by Forbes magazine in all eleven years they have compiled the list.

▪	Deposits are rated Aa2 by Moody's Investors Service, making us one of the highest-rated financial institutions nationally and globally.

▪	Ranked No. 1 for ESG (Environmental, Social, Governance) among all financial institutions in the U.S. by D.A. Davidson in its inaugural ESG report.

◦	80% of CEO total compensation (salary, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is performance-based; 100% of short- and long-term incentives are performance-based.

◦	Short-term and long-term incentives are tied to rigorous performance metrics, 80% of short-term incentives and 100% of long-term incentives are based on quantitative and relative criteria.

◦	Significant share ownership requirements (5x base salary for CEO and 2x base salary for other NEOs).

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•	Consistent Shareholder Engagement

◦	During 2019 , we again reached out to major shareholders to solicit their input regarding the design, or any other aspects, of our compensation program. We received no suggestions for changing our approach to compensation, evidencing strong shareholder support for the program.

•	Say-on-Pay Results

◦	At the 2019 Annual Meeting, our say-on-pay proposal received support from 94% of votes cast.

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•	Dividends : In 2019 , the Company increased its quarterly dividend by $0.03 per share from $0.62 to $0.65 in the second quarter of 2019 and an additional $0.02 per share to $0.67 commencing in the fourth quarter of 2019.

•	Returning Value to Shareholders : The Company returned $138.0 million in capital to shareholders through share repurchases in 2019.

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(1)

The Committee leads a robust process to set and measure challenging goals : Company performance objectives are subject to a robust goal-setting process in which the Committee considers business-driven bottom-up and corporate top-down budgets and market projections. In setting each NEO's total compensation, the Committee considers among other factors, Company performance, shareholder value creation, the competitive marketplace, and the awards given to NEOs in past years.

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(2)	Substantial ‘at risk’ and variable compensation : 80% of CEO and at least 67% of the other NEOs's, total compensation (salary, bonus, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is variable and impacted by pre-established Company performance metrics.

(3)	Alignment with shareholders: Each NEO is subject to robust stock ownership guidelines that require them to hold a significant number of company shares as long as they remain employed at the Company, with the CEO’s requirement at 5x base salary and other NEOs at 2x base salary.

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•	Severance benefit - a “two times base salary and bonus” payment which is payable in the month following termination of employment.

•	Payment for non-competition - an additional “one times base salary and bonus” payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan.

•	In addition to non-competition restrictions, the Retention Plan imposes non-disclosure, non-solicitation and non-disparagement restrictions on participants.

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(1)	Mr. Ho received no fees or compensation for his services on the Board of Directors. The Company pays on a bi-weekly basis.

(2)	For Ms. Sellers and Mr. Rossi, amounts reported in this line include special incentive payments made in 2017 pursuant to special incentive agreements entered in 2014. Amount reported in this line includes special payment for unused vacation paid in 2017 for Mr. Shigemura.

(3)	This column represents the aggregate grant date fair value of restricted stock and restricted stock units granted to each of the NEOs in accordance with Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation." Restricted stock and restricted stock unit awards are valued at the closing price of the Company's common stock on the date of the grant.

(4)	All amounts reported under this column relate to awards earned under the Executive Incentive Plan, as described on page 56.

(5)

This column represents the annual change in the actuarial present value of accumulated benefits under the Employees’ Retirement Plan of Bank of Hawaii. Mr. Ho and Ms. Sellers are the only NEOs who are participants of this plan, which was frozen at the end of 1995. For 2019, the increase in the value of the pension benefits from the prior measurement date is primarily due to the decrease in the discount rate (from 4.41% to 3.36%). For Mr. Ho, the increase in value is also due to the updates in interest rate and mortality assumptions associated with lump sum payments. The three PPA segment rates were updated from 3.43%, 4.46%, and 4.88% to 2.04%, 3.09%, and 3.68%, respectively. The mortality assumption was also updated to reflect the latest IRS release for 2020. For 2018, the decrease in the value of the pension benefits from the prior measurement period is primarily due to the increase in the discount rates (from 3.90% to 4.41%). For Mr. Ho, the decrease in value is also due to the updates in interest rate and mortality assumptions associated with lump sum payments. The three PPA segment rates were updated from 2.20%, 3.57%, and 4.24% to 3.43%, 4.46%, and 4.88%, respectively. The mortality assumption was also updated to reflect the latest IRS release for 2019. For 2018, Mr. Ho's and Ms. Sellers' pension value declined by $998 and $3,787, respectively. For 2017, the increase in value of the pension benefits from the prior measurement period is primarily due to the decrease in discount rates (from 4.45% to 3.90%). For Mr. Ho, the increase in value is also due to the updates in interest rate and mortality assumptions associated with lump sum payments. The three PPA segment rates were updated from 1.79%, 3.80%, and 4.71% to 2.2%, 3.57%, and 4.24%, respectively. The mortality assumption was also updated to reflect the latest IRS release for 2018 which updates the underlying mortality tables from the RP-2000 using Scale AA to RP-2014 using Scale MP-2016.

(6)	The All Other Compensation Table that follows provides additional detail regarding the amounts in this column.

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(1)

This column represents the Company match of an individual’s salary deferral contributions to the RSP, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2019 was limited to $280,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation.

(2)

For 2019 , the total profit-sharing funding, or “Value Sharing Funding,” equaled 3.78% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($280,000 of eligible compensation in 2019 ) and RSP provisions, a portion is contributed to the RSP, and 3) any Value Sharing Funding on eligible compensation in excess of IRS limits are contributed to the Excess Benefit Plan (column 3). This column represents the sum of the cash portion and the portion contributed to the RSP. For 2019 , the cash portion and the portion contributed to the RSP were $2,009 and $8,571 respectively, for each of the NEOs.

(3)	This column represents the Company's Value Sharing Funding based on 3.78% of eligible compensation in excess of the Internal Revenue Code prescribed limit ($280,000 of eligible compensation in 2019 ) that is contributed to the Excess Benefit Plan, and is available to all eligible employees.

(4)	The Company's Fixed Contribution to the RSP equaled 3.00% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.

(5)	The Company's Fixed Contribution to the RSP equaled 3.00% of eligible compensation. This column represents the Company's Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Benefit Plan, and is available to all eligible employees.

(6)	In 2019 , Mr. Rossi was the only NEO who did not defer amounts under the Deferred Compensation Program. Refer to section "Nonqualified Deferred Compensation" for additional information.

(7)	For 2019 , this column includes the value of perquisites for Messrs. Ho, Polk, and Rossi, which include club membership dues, car services, spouse travel, and security for Mr. Ho.

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•	$100,000 or less in deferred amounts will receive a lump sum payment six months after separation from service;

•	more than $100,000 but no more than $300,000 in deferred amounts will receive distributions in two installments;

•	more than $300,000 but no more than $500,000 in deferred amounts will receive distributions in three installments; and

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•	more than $500,000 in deferred amounts will receive distributions in five installments.

(1)

During 2019 , Messrs. Shigemura, and Polk, and Ms. Sellers deferred $78,635, $108,712, and $131,638, respectively, under the Base Salary Deferral Plan. Mr. Shigemura also deferred $357,500 under the Executive Incentive Plan. The table below shows the Vanguard funds deemed available for selection by participants under the Deferred Compensation Program and their annual rate of return for the calendar year ended December 31, 2019 , as reported by the administrator of the Deferred Compensation Program.

(2)	These amounts represent Excess Benefit Plan and Restoration contributions by the Company for fiscal year 2019 which were paid in 2020 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End column. See columns 3, 5, and 6 of the “All Other Compensation Table” for additional details.

(3)	A portion of each amount listed in this column has been reported in the "Summary Compensation Table" in current and prior years' proxy statements for the years in which the named executive officer appeared in these proxy statements. The amounts reported are as follows: Mr. Ho, $1,140,109; Mr. Shigemura, $1,229,898; Mr. Polk, $243,546; Mr. Rossi, $705,430; and Ms. Sellers, $1,147,698.

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(1)	Type of Award: RSG - Performance-Based Restricted Stock Grant

(2)

Performance-based restricted stock was granted, of which 45% are First Category Shares, 45% are Second Category Shares and 10% are Third Category Shares, which vests once the Committee has certified the Three Year Average Percentiles for each of the performance metrics, provided service and performance criteria are met. Vesting is conditioned upon the Company’s three year (for the years 2019, 2020, and 2021) average percentile ranking in the S&P Supercomposite Regional Bank Index (less banks with assets greater than $50 billion) and the grantee must remain an employee of the Company through the vesting date. The S&P Supercomposite Regional Bank Index was determined as of January 2, 2019. The First Category Shares will vest 100% if the three year average percentile ranking for Return-on-Equity is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5 th and not more than 74.9 th percentile, 50% will vest if the Company’s ranking is at least in the 50 th percentile and not more than 62.49 th percentile, shares will forfeit if the Company’s ranking is below the 50 th percentile. The Second Category Shares will vest 100% if the three year average percentile ranking for Stock Price-to-Book Ratio is in the top quartile of the S&P Supercomposite Regional Bank Index, 75% will vest if the Company’s ranking is at least in the 62.5 th and not more than 74.9 th percentile, 50% will vest if the Company’s ranking is at least in the 50 th percentile and not more than 62.49 th percentile, shares will forfeit if the Company’s ranking is below the 50 th percentile. The Third Category Shares will vest 100% if the three year average percentile ranking for Tier 1 Capital Ratio is in the 50 th percentile and above of the S&P Supercomposite Regional Bank Index, shares will forfeit if the Company’s ranking is below the 50 th percentile.

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(1)	These are performance-based restricted stock in which the performance targets were achieved and vested on February 21, 2020.

(2)	These are performance-based restricted stock with a vest date of February 19, 2021.

(3)	These are performance-based restricted stock with a vest date of February 25, 2022.

(4)	The amounts in these columns are based on the closing stock price of the Company's common stock on December 31, 2019 of $95.16.

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(1)	Value determined by subtracting the exercise price per share from the market value per share of the Company's common stock on the date of exercise and multiplying the difference by the number of shares acquired on exercise.

(2)	Includes restricted stock units that were cash-settled.

(3)	Value determined by multiplying the number of vested shares by the closing market price per share of the Company's common stock on the vesting date or on the next business day in the event the vesting date was not on a business day.

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•	any person or group becomes the beneficial owner of 25% or more of the combined voting power of the Company’s securities that are entitled to vote for the election of directors;

•

a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined voting power of the entity’s securities that are entitled to vote for the election of directors); or

•

individuals who constituted the Board of Directors as of April 30, 2004, cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004, or other directors approved by them).

•	a material reduction in the participant’s base salary, authority, duties or responsibilities, or in the budget over which the participant has authority;

•	a material reduction in the authority, duties or responsibilities of the participant’s supervisor;

•	the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles from the participant’s base of employment immediately prior to the change-in-control; or

•	any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant’s employment agreement.

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(1)

Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination.

(2)

The Executive Incentive Plan provides that upon a change-in-control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change-in-control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), prorated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period.

(3)

In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chair or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.

(4)	Under the Retention Plan, participants who hold the position of Vice Chair or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).

(5)

For participants who hold the position of Vice Chair or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.

(6)

Under the 2014 Stock and Incentive Plan, a change-in-control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. All restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double-Trigger” for acceleration to occur, as provided in the Retention Plan.

(7)

Under the Retention Plan, a participant who holds the position of Vice Chair or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination.

(8)

In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.

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•	The median of the annual total compensation of all employees of our company (other than our CEO), was $58,365; and

•	The annual total compensation of Mr. Ho, our Chairman, President, and Chief Executive Officer was $5,307,172.

•

As of October 11, 2019, our U.S. employee population consisted of approximately 2,105 employees, including any full-time, part-time, temporary, or seasonal employees employed on that date. This date was selected because it aligned with a payroll cycle and allowed us to identify employees in a reasonably efficient manner. As permitted by SEC rules, we excluded approximately 14 employees located in Palau, which accounted for less than 1% of our total U.S. and non-U.S. employee population of approximately 2,119.

•

To find the median of the annual total compensation of our employees (other than our CEO), we used total earnings as reported to the Internal Revenue Service on Form W-2 plus nontaxable earnings from our payroll records for fiscal 2019. In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on October 11, 2019, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.

•	We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.

•	After identifying the median employee, we added together all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $58,365.

•	With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x).

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