BOH DEF 14A Report ended March 14, 2025

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote is Important!

Please promptly sign and return the enclosed proxy card, or vote by telephone or on the internet. Submitting your proxy by one of these methods will ensure your representation at the Annual Meeting regardless of whether you attend the meeting.

Thank you for your participation!

Page

Proxy Statement Summary

1

General Information

5

Questions and Answers About the Proxy Materials and the Annual Meeting

5

Proposal 1: Election of Directors

9

Board of Directors

9

Beneficial Ownership

17

Commitment to Corporate Responsibility

19

Commitment to Effective Corporate Governance

19

Board Committees and Meetings

32

Director Compensation

34

Director Compensation Table

36

Proposal 2: Advisory Vote on Executive Compensation

37

Human Resources & Compensation Committee Report

37

Compensation Discussion and Analysis

38

Summary Compensation Table

61

All Other Compensation Table

62

Nonqualified Deferred Compensation

62

Grants of Plan-Based Awards

65

Outstanding Equity Awards

66

Option Exercises and Stock Vested

67

Equity Compensation Plan Information

67

Pension Benefits

67

Change-in-Control, Termination, and Other Arrangements

68

Pay Versus Performance

70

CEO Pay Ratio

74

Certain Relationships and Related Party Transactions

75

Proposal 3: Approval of Bank of Hawaii Corporation 2025 Director Stock Compensation Plan

76

Proposal 4: Ratification of the Re-appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2025 Fiscal Year

79

Ernst & Young LLP Fees

79

Audit Committee Report

80

Audit Committee Pre-Approval Policies and Procedures

81

Other Business

81

Appendix A: Bank of Hawaii Corporation 2025 Director Stock Compensation Plan

82

2025 ANNUAL MEETING INFORMATION

Date and Time

Via Webcast at

Record Date

Friday, April 25, 2025

www.meetnow.global/M2SHXR5

February 28, 2025

at 8:30 a.m. Hawaii Standard Time

2024 FINANCIAL HIGHLIGHTS

$3.46

$150.0M

$23.6B

Diluted Earnings Per

Common Share

Net Income

Total Assets

2024 RECOGNITION

”Most Trustworthy Companies in America"

Named " Best Bank "
By Readers

OUR BOARD OF DIRECTORS

The board unanimously recommends that stockholders vote
“ FOR ” the election of each of the nominees listed below.

Directors, left to right: (Top) Robert W. Wo, John C. Erickson, Joshua D. Feldman, Dana M. Tokioka, Suzanne P. Vares-Lum, Elliot K. Mills, Victor K. Nichols (Bottom) Kent T. Lucien, Alicia E. Moy, Peter S. Ho, Michelle E. Hulst, Raymond P. Vara, Jr.

Proposal

Description

Board Vote
Recommendation

Page Reference (for more detail)

1

Election of Directors

You are being asked to elect 12 directors. Each of the nominees standing for election will hold office until the 2026 Annual Meeting of Shareholders. The number of directors to be elected was fixed by the Board of Directors to be effective as of the date of the 2025 Annual Meeting of Shareholders.

FOR each nominee

9

2

Advisory Vote on Executive Compensation

You are being asked to vote, on an advisory (non-binding) basis, to approve the Company’s executive compensation as disclosed in this proxy statement.

FOR

37

3

Approval of Bank of Hawaii Corporation 2025 Director Stock Compensation Plan

You are being asked to vote to approve the Company ’ s 2025 Director Stock Compensation Plan

FOR

76

4

Ratification of the Re-Appointment of Ernst & Young LLP

You are being asked to ratify, on an advisory (non-binding) basis, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

FOR

79

Online

Registered holders can go to www.envisionreports.com/boh and follow the instructions. For shares held in street name, please see the instruction card included by your broker or nominee.

By Telephone

If you live in the United States, you may submit your proxy by following the “Vote by Telephone” instruction on the proxy card. For shares held in street name, please see the instruction card included by your broker or nominee.

By Mail

Complete, sign, and date the proxy card and return it in the envelope that was provided in the proxy statement package. For shares held in street name, please see the instruction card included by your broker or nominee.

Virtual Attendance via Webcast

Register with your control number found on your proxy card, notice, or voting instruction form provided by your bank or broker and attend our virtual annual meeting. More detailed instructions on how to attend and vote are found starting on page 5 .

Corporate Governance

Compensation Program Best Practices

Business Performance

· Annual election of directors

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

· Independent directors comprise 92% of the Board of Directors and 100% of key committees

· 33% of directors are women and 50% are ethnically diverse

· Ongoing director refreshment with 3 new directors added in the past 5 years

· Regular executive sessions of the Board of Directors without management present

· Directors actively participate in continuing education programs

· All directors attended at least 75% of the Board of Directors and committee meetings

· Annual Say-on-Pay vote

· Robust shareholder engagement process

· Effective whistleblower policy and program

· Annual Board of Directors and Committee self-evaluations

· No poison pill

· Pay for performance by tying a substantial portion of executive compensation to performance goals

· Significant stock ownership requirements (5x base salary for CEO, 2x for other NEOs)

· No employment or severance agreements with NEOs

· Anti-hedging and anti-pledging stock policies

· Regularly conduct assessments to identify and mitigate risk in compensation programs

· Evaluate executive compensation data and practices of our peer group companies as selected annually by the committee with guidance from the independent compensation consultant

· Double-trigger change-in-control provisions

· Independent compensation consultant

· Formalized clawback policy

· No tax gross-ups

· No excessive perquisites

· No repricing of equity incentive awards

· Diluted earnings per common share for the full year of 2024 were $3.46

· Loans and leases increased 0.8% from 2023; total deposits decreased 2.0% from 2023

· Asset quality, liquidity, and capital all remain strong

· Ranked Number 24 among “Most Trustworthy Companies in America” in the banking industry category by Newsweek . Bank of Hawai'i was the only Hawai'i business listed.

· Named Hawai'i’s Best Bank by the readers of the Hawaii Tribune-Herald (9 th consecutive year)

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 Patrick M. McGuirk and/or Russell Lum to act as your proxy to vote your shares at the Annual Meeting in the manner you direct.

The Company is paying the costs of the solicitation of proxies. The Company has retained Georgeson LLC to assist in the distribution of proxy materials and the solicitation of proxies from individual shareholders as well as brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to pay Georgeson LLC a fee of approximately $12,750 plus variable amounts for additional proxy solicitation services and out-of-pocket expenses.

In addition to solicitations by mail, the proxy solicitor and the Company’s nominees, officers, and employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by phone, or by electronic communication.

Q:

How many shares must be present to hold the Annual Meeting?

A:

The holders of at least one-third of the Company’s 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 Bylaws, directors are elected annually by majority of votes cast (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.

The advisory vote on executive compensation (Proposal 2), the approval of the Company’s 2025 Director Stock Compensation Plan (Proposal 3) and the advisory vote on the ratification of the reappointment of our independent registered public accounting firm (Proposal 4) are also decided by a majority of votes cast. For Proposals 1, 2 and 3, broker non-votes will be treated as not entitled to vote and will not affect the outcome. For Proposal 4, your broker, bank, trustee, or other nominee may exercise its discretion and vote. Abstentions will have the same effect as votes cast against the proposal.

Holders of our common stock are entitled to one vote per share of common stock held on the Record Date. The outstanding shares of Series A Preferred Stock and Series B Preferred Stock are not entitled to any voting rights for any current proposal.

Q:

May I change my vote?

A:

Yes. You may change your proxy instructions any time before the vote at the Annual Meeting. Attendance at the virtual Annual Meeting will not cause your previously granted proxy to be revoked unless you also vote at the meeting.

Q:

What is a broker non-vote?

A:

The New York Stock Exchange (“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 4 (the ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year) is considered by the NYSE to be a routine matter. Your broker, therefore, may vote your shares in its discretion on Proposal 4 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), Proposal 2 (advisory vote on executive compensation) and Proposal 3 (approval of the Company’s 2025 Director Stock Compensation Plan) 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:

Why are we holding a virtual Annual Meeting?

A:

The Annual Meeting will be held virtually as in prior years. We adopted a virtual meeting format in 2020, and this format has proven over the last five years to allow the same, or perhaps better, opportunity for shareholder participation. This format allows shareholders to participate from anywhere where they have internet connectivity, thus allowing more shareholders to participate regardless of size, location or resources. Shareholders and the Company alike save valuable time and money with this convenient format all while reducing the carbon footprint of our activities. Shareholders may view a live webcast of the Annual Meeting and submit questions digitally prior to and during the meeting at www.meetnow.global/M2SHXR5 . Please refer to the "How can I attend the Annual Meeting?" section of the Proxy Statement for more details.

Q:

How can I attend the Annual Meeting?

A:

The Annual Meeting will be virtual and conducted by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company at the close of business on February 28, 2025. An in-person meeting will not be held. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/M2SHXR5 . To participate in the Annual Meeting, you will need to review the information included on your Notice, proxy card or the instructions that accompanied your proxy materials.

The online meeting will begin promptly at 8:30 a.m. Hawai'i Standard Time. We encourage you to access the virtual meeting website prior to the start time to leave ample time for check-in. Please follow the instructions as outlined in this proxy statement.

If you hold your shares through a bank or broker as a beneficial shareholder, and want to attend the Annual Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

1) Registration in Advance of the Annual Meeting

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Bank of Hawaii Corporation holdings along with your name and email address to Computershare. Requests for registration must be labeled “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on April 23, 2025. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare at the following:

By email:

Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to

legalproxy@computershare.com

By mail:

Computershare

Bank of Hawai'i Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

2) Register at the Annual Meeting

For the 2025 proxy season, an industry solution has been agreed upon to allow beneficial shareholders to register online at the Annual Meeting to attend, ask questions and vote. We expect that the vast majority of beneficial shareholders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to beneficial shareholders only, and there is no guarantee this option will be available for every type of beneficial shareholder voting control number. The inability to provide this option to any or all beneficial shareholders shall in no way impact the validity of the Annual Meeting. Beneficial shareholders may choose the Register in Advance of the Annual Meeting option above, if they prefer to use this traditional, paper-based option. You may vote your shares as usual via ProxyVote.com .

In any event, please go to www.meetnow.global/M2SHXR5 for more information on the available options and registration instructions.

Q:

What if I have trouble accessing the Annual Meeting virtually?

A:

The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones). Please ensure you have a strong internet connection prior to joining the meeting virtually and join the meeting several minutes prior to the start time. There will be a link on the meeting page for further assistance should you need it, or you may call:

Computershare

1-888-724-2416

1-781-575-2748

Hours: 8:30 a.m. - 6:00 p.m. Eastern Time

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 2026 Annual Meeting of Shareholders by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawai'i 96813 and in accordance with the following schedule and requirements.

Proposals to be included in the proxy statement and voted on at the Annual Meeting. Proposals that shareholders wish to have included in the proxy statement for the 2026 Annual Meeting of Shareholders must be made in accordance with SEC Rule 14a-8. Proposals must be received by the Company’s Corporate Secretary on or before November 14, 2025, at the above address.

Proposals to be voted on at the Annual Meeting only. Under Section 1.12 of the Company’s Bylaws, for a shareholder to bring a proposal before the 2026 Annual Meeting, the Company must receive the written proposal not later than 80 days nor earlier than 90 days before the first anniversary of the 2025 annual meeting; in other words, not earlier than January 26, 2026, and no later than February 5, 2026. The proposal also must contain the information required in the Bylaws. If you wish to make one or more nominations for election to the Board, the required information includes, among other things, the written consent of such individual to serve as director and (i) the name, age, business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Bank of Hawaii Corporation common stock each nominee beneficially owns. These advance notice provisions are separate from the requirements a shareholder must meet to have a proposal included in the proxy statement under SEC rules. By complying with these provisions, a shareholder may present a proposal in person at the meeting, but will not be entitled to have the proposal included in the Company’s proxy statement unless they comply with the requirements described in the preceding paragraph. Persons holding proxies solicited by the Board may exercise discretionary authority to vote against such proposals. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the “universal proxy rules”, shareholders who intend to solicit proxies in support of director nominees at the 2026 Annual Meeting must include the additional information required by SEC Rule 14a-19(b) including a statement that they intend to solicit 67% of outstanding voting shares.

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.

The Board of Directors recommends a vote “ FOR ” each of the nominees.

Name

Age

Year First
Elected
as Director

Independent

Other Public
Directorships
Held in Last
5 Years

Committee Membership

John C. Erickson

63

2019

Yes

2

AC, BSC, RMC

Joshua D. Feldman

52

2019

Yes

None

DAC, HRC, RMC

Peter S. Ho

59

2009

No

None

None

Michelle E. Hulst

51

2019

Yes

None

DAC, HRC, NCGC

Kent T. Lucien

71

2006

Yes

None

BSC, DAC, FIMC

Elliot K. Mills

55

2021

Yes

None

DAC, HRC, NCGC

Alicia E. Moy

47

2017

Yes

1

AC, BSC, FIMC, RMC

Victor K. Nichols

68

2014

Yes

2

AC, BSC, DAC, RMC

Dana M. Tokioka

54

2020

Yes

None

DAC, FIMC

Raymond P. Vara, Jr.

55

2013

Yes

None

AC, BSC, HRC, NCGC, RMC

Suzanne P. Vares-Lum

57

2023

Yes

None

FIMC, NCGC

Robert W. Wo

72

2002

Yes

None

FIMC, HRC, NCGC

12 Director Nominees:

Erickson

Feldman

Ho

Hulst

Lucien

Mills

Moy

Nichols

Tokioka

Vara

Vares-Lum

Wo

Experience and Skills

Finance

ü

ü

ü

ü

ü

ü

ü

ü

Banking

ü

ü

ü

ü

Technology

ü

ü

ü

Retail

ü

ü

ü

ü

Tourism

ü

Marketing/Communications

ü

ü

ü

International Experience

ü

ü

ü

ü

ü

ü

ü

ü

Health

ü

Education

ü

ü

ü

Community

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Hawai'i Market

ü

ü

ü

ü

ü

ü

ü

ü

ü

Human Resources

ü

Government Experience

ü

ü

Energy

ü

Risk Management

ü

ü

ü

ü

ü

ü

CEO Experience

ü

ü

ü

ü

ü

ü

ü

ü

Background

Gender

Male

ü

ü

ü

ü

ü

ü

ü

ü

Female

ü

ü

ü

ü

Race

American Indian or Alaskan Native

Asian

ü

ü

ü

ü

ü

Black or African American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

ü

ü

White

ü

ü

ü

ü

ü

ü

ü

ü

ü

Age/Tenure

Age

63

52

59

51

71

55

47

68

54

55

57

72

Years on the Board

5

5

15

5

18

3

7

10

4

11

1

22

JOHN C. ERICKSON

Age: 63

Director since: 2019

Joshua D. Feldman

Age: 52

Director since: 2019

INDEPENDENT DIRECTOR

Skills: Finance, Banking, International Experience, Risk Management

Key Experience and Qualifications

A seasoned financial services executive with over 40 years in the industry, Mr. Erickson brings a wealth of strategic, operational and management experience having led a wide range of business units, including commercial lending, deposits, risk management, capital markets and wealth management. Mr. Erickson worked with Union Bank/MUFG in California until 2014, and his tenure included serving as Vice Chairman in the Chief Risk Officer and Chief Corporate Banking Officer roles. In addition, he served on the board of Zions Bancorporation, a publicly traded financial services holding company, as Chairman of the Risk Oversight Committee and as a member of the Audit Committee from 2014 to 2016. He served on the board of Luther Burbank Corporation, a publicly traded financial services holding company, from 2017 to 2024 and was a member of its Audit & Risk and Compensation Committees. In September 2023, he joined the board of National Mortgage Insurance Holdings, a publicly traded holding company, and serves on the Audit Committee as well as on the Risk Committee. Mr. Erickson’s strong banking, risk management, board and executive background qualify him to serve on our Board, the Risk Management Committee, and as Chair of the Audit Committee.

Career Highlights

· Mr. Erickson began his career at Union Bank in 1983 and served in various leadership roles including Vice Chairman, Chief Corporate Banking Officer responsible for Commercial Banking, Real Estate Industries, Global Treasury Management, Global Capital Markets, and Wealth Management, and as Vice Chairman and Chief Risk Officer responsible for enterprise-wide risk management and regulatory relations.

Other Professional Experience and Community Involvement

· Mr. Erickson served on the boards of the California Bankers Association, The Living Desert as a member of the Finance and Long Range Planning Committees, and The Music Center as its Treasurer and member of the Executive Committee.

· Mr. Erickson was a member of the Audit Committee Roundtable of Orange County, the Financial Services Board Roundtable, and the American Bankers Association Bankers Council.

Education

· Mr. Erickson received his bachelor’s degree with an emphasis in economics, and his M.B.A. with an emphasis in finance from the University of Southern California.

INDEPENDENT DIRECTOR

Skills: Retail, International Experience, Community, Hawai'i Market, CEO Experience

Key Experience and Qualifications

Mr. Feldman is President and CEO of Tori Richard, Ltd., founded in 1956. Tori Richard, Ltd. is a Honolulu-based manufacturer, wholesaler and retailer of branded resort apparel, licensed apparel products, private label clothing and uniforms. He began his career in 1994 and was appointed President and CEO in 2004. Mr. Feldman has a solid understanding of the Hawai'i marketplace and his accomplishments locally and globally evidence his strategic and progressive insights and operational expertise. His skills, background and experience as an innovator in the retail sector bring a valuable perspective to the Board and qualify him to serve on the Board and the Human Resources & Compensation and Risk Management Committees.

Career Highlights

· Under his leadership, Mr. Feldman created Tori Richard’s retail division, TR Retail LLC, relaunched the women’s division, acquired Kahala Sportswear from Minami Sport of Japan, formed a joint venture to provide bundled uniform services for the hospitality market and has grown U.S. mainland and foreign sales over 600% during his tenure.

· Tori Richard, Ltd. and subsidiary branded and private label products are sold in over 1,500 specialty and department store locations throughout the world. The company operates 21 company-owned stores in the state of Hawai'i.

Other Professional Experience and Community Involvement

· Mr. Feldman is committed to the community, having served on the boards of Hawai'i Public Radio and the Young Presidents’ Organization.

· He currently serves as chairman of the board of trustees of the Honolulu Museum of Art as well as a director of Bikeshare Hawai'i.

Education

· Mr. Feldman graduated magna cum laude with a bachelor’s degree from the University of California, San Diego.

Peter S.
Ho

Age: 59

Director since: 2009

Michelle E.
Hulst

Age: 51

Director since: 2019

Skills: Finance, Banking, International Experience, Community, Hawai'i Market, CEO Experience

Key Experience and Qualifications

As Chairman and CEO, Mr. Ho remains focused on the Bank’s longstanding strategy of providing financial products and services that are world-class in quality and locally coveted in the markets we serve. He understands that his commitment to the Bank’s employees and the community are important drivers of the Bank’s continued long-term success. Mr. Ho’s long career as a Bank of Hawai'i executive, overseeing all aspects of the Company’s business and his deep knowledge of our markets, community and culture make him well qualified for service on our Board.

Under Mr. Ho’s leadership, Bank of Hawai'i continues to receive industry and press recognition locally and nationally. In 2024, the Federal Deposit Insurance Corporation confirmed that Bank of Hawai'i had the largest share of FDIC-insured deposits of any financial institution in Hawai'i. In 2024, the Bank was ranked number 24 among the "Most Trustworthy Companies in America" in the banking industry category by Newsweek, and Bank of Hawai'i was the only Hawai'i business listed. Also in 2024, the Bank was named Hawai'i’s Best Bank by the readers of the Hawaii Tribune-Herald for the 9 th consecutive year.

Career Highlights

· Mr. Ho has served as Chairman and CEO of the Company since July 2010; President from April 2008-July 2024; Vice Chair and Chief Banking Officer from January 2006-April 2008; Vice Chair, Investment Services Group from April 2004-December 2005; and Executive Vice President, Hawai'i Commercial Banking Group from February 2003-April 2004.

· In 2018, Mr. Ho completed his second three-year term on the board of the Federal Reserve Bank of San Francisco.

Other Professional Experience and Community Involvement

· Mr. Ho served as Chairman of the 2011 Asia Pacific Economic Cooperation Hawai'i Host Committee and the 2016 National Host Committee for the International Union for Conservation of Nature.

· Mr. Ho currently serves as vice chairman of the State of Hawai'i’s House Select Committee on COVID-19 Economic and Financial Preparedness.

· Mr. Ho is active in the Hawai'i community and serves on several boards, including Hawai'i Community Foundation (Chair), the Strong Foundation, the East-West Center Foundation, the Hawaii Bankers Association, and Punahou School. He is a member of the Hawai'i Business Roundtable, the Young Presidents’ Organization, and serves as an Advisory Board member of American Red Cross-Hawai'i, Catholic Charities Hawai'i, Mental Health America of Hawai'i, and the Travel Industry Management School, Shidler College of Business at the University of Hawai'i at Mānoa.

Education

· Mr. Ho holds a bachelor of science degree in business administration and an M.B.A. from the University of Southern California. He is also a 2008 graduate of Harvard Business School’s Advanced Management Program.

INDEPENDENT DIRECTOR

Skills: Technology, Marketing/Communications, International Experience

Key Experience and Qualifications

Ms. Hulst is President of GumGum where she leads GumGum’s global advertising business and drives the worldwide adoption of GumGum’s platform for the future of digital advertising. Ms. Hulst has held this position since September 2023.

Ms. Hulst served as Executive Vice President, Global Data & Strategy, Chief Operating Officer and Chief Data Officer at The Trade Desk, Inc. from July 2020 to July 2022. She oversaw all aspects of The Trade Desk’s operations, including client services, commercial enablement, technical account management, data partnerships and the company’s rapid geographic expansion.

Ms. Hulst also served as Group Vice President of Marketing and Strategic Partnerships at Oracle Data Cloud in San Francisco from 2015 to 2020, and was charged with developing business and data partnerships. Her expertise in digital marketing and strategic growth, developing strong alliances, and advancing key relationships are valuable skills as the Bank continues to evolve and innovate in today’s data-driven landscape. Her educational background, professional experience, and skill set qualify her to serve on our Board, the Human Resources & Compensation and Nominating & Corporate Governance Committees.

Career Highlights

· Prior to Oracle Data Cloud, Ms. Hulst worked at Datalogix Inc., from 2006 to 2015, where she served as Senior Vice President of Strategic Partnerships and Business Development. During her tenure at Datalogix, Inc., she led the global deal team’s execution of pivotal partnerships with companies such as Facebook, Twitter, and Google, which were instrumental in the transformation of the business. She also was a member of the executive team that led the sale of Datalogix to Oracle.

Other Professional Experience and Community Involvement

· Ms. Hulst also worked at Entertainment Publications, an operating business of IAC/InterActiveCorp, where she held several positions, including Vice President. Ms. Hulst served on the boards of Ad Council, a nonprofit organization that drives the pro bono efforts of the advertising, media and tech industries and Makers, an organization that is dedicated to advancing women in the workplace.

Education

· Ms. Hulst earned a bachelor’s degree in organizational psychology from the University of Michigan and her M.B.A., with an emphasis in strategy, marketing and entrepreneurship, from Northwestern University’s Kellogg School of Management.

Kent T.
Lucien

Age: 71

Director since: 2006

Elliot K.
Mills

Age: 55

Director since: 2021

INDEPENDENT DIRECTOR

Skills: Finance, Banking, Community, Hawai'i Market, CEO Experience

Key Experience and Qualifications

Mr. Lucien’s senior executive experience in major Hawai'i businesses and strong finance and accounting background, coupled with his deep knowledge of the Company’s finances gained during his tenure with the Company makes him a valuable member of the Board.

Mr. Lucien was elected to the Board in 2006 and served as Chair of the Audit Committee prior to becoming the Company’s Chief Financial Officer in 2008.

Career Highlights

· Mr. Lucien served as Vice Chair and Chief Strategy Officer from March 2017 to April 2020 and executed the Bank’s key strategic initiatives, including the “Branch of Tomorrow” modernization project and leveraging information and technology to reshape the delivery of banking services, products and experiences with a customer focus.

· Mr. Lucien served as Vice Chair and Chief Financial Officer of the Company from April 2008 to February 2017.

Other Professional Experience and Community Involvement

· Prior to his employment with the Company, Mr. Lucien served as a Trustee for C. Brewer & Co. Ltd., (a Hawai'i corporation engaged in agriculture, real estate and power production) and also held key executive positions at C. Brewer & Co. Ltd., including Chief Executive Officer of Operations, Controller, and Chief Financial Officer.

· He also worked for Pricewaterhouse Coopers and is a Certified Public Accountant (inactive).

· He served on the board of Wailuku Water Company LLC.

Education

· Mr. Lucien received his bachelor’s degree from Occidental College and his M.B.A. from Stanford University.

INDEPENDENT DIRECTOR

Skills: Finance, Retail, Tourism, Education, Community, Hawai'i Market, Risk Management

Key Experience and Qualifications

Mr. Mills brings an abundance of expertise and insight of Hawai'i’s local travel industry to Bank of Hawai'i. His knowledge and leadership from over 25 years in resort management bring a valuable perspective to the Board and qualify him to serve on the Board, the Human Resources & Compensation and Nominating & Corporate Governance Committees.

Career Highlights

· Mr. Mills serves as Vice President of Hotel Operations for Disneyland Resort and Aulani, A Disney Resort and Spa. Mr. Mills is responsible for overseeing all operations for the Disneyland Hotel, Disney’s Paradise Pier Hotel and Disney’s Grand Californian Hotel & Spa in Anaheim, California, and Aulani, A Disney Resort & Spa, in Ko Olina on O‘ahu. Mr. Mills has held this position since December 2016.

· Mr. Mills had a special focus on advancing Hawaiian culture and values as the focal point for Aulani’s unique hospitality and service experience.

Other Professional Experience and Community Involvement

· Mr. Mills has held various executive and resort management positions on the islands of O‘ahu, Kaua‘i and Maui at top travel companies, including Hyatt, Marriott and Outrigger. Prior to Disney, he held the positions of General Manager at both Outrigger Hotels & Resorts on O‘ahu and at Kaua‘i Marriott Resort.

· Mr. Mills serves on a variety of boards, including Hawaii Medical Service Association and Hawai'i Community Foundation. He also currently serves as chairman of the board for Kamehameha Schools and the Hawai'i Visitors and Convention Bureau.

Education

· Mr. Mills holds a degree in business administration with an emphasis in travel industry management from the University of Hawai'i at Mānoa, and has completed the Cornell Hospitality Management General Managers Program.

Alicia E.
Moy

Age: 47

Director since: 2017

Victor K.
Nichols

Age: 68

Director since: 2014

INDEPENDENT DIRECTOR

Skills: Finance, International Experience, Community, Hawai'i Market, Energy, CEO Experience

Key Experience and Qualifications

Ms. Moy’s expertise in utilities and energy has given her a unique and holistic perspective on the integrated nature of Hawai'i’s energy ecosystem and how it is transforming to meet the state’s renewable energy and carbon neutrality goals. Given the importance of energy in Hawai'i and how it impacts all consumers in the state, Ms. Moy’s perspective in this key segment of the markets the Bank serves brings valuable insights to the Board’s deliberations. Her leadership in this industry along with her strong executive background in finance and strategic planning qualify her to serve on the Board, the Audit Committee, and as Chair of the Risk Management Committee.

Career Highlights

· Ms. Moy has been President and Chief Executive Officer of Hawai'i Gas since May 2013, which is the state’s only government-franchised, full-service gas company. Ms. Moy also serves as President of AMF Hawaii Investments Holdings, LLC, formerly MIC Hawaii Holdings, LLC, the parent company of Hawai'i Gas, as well as several other smaller businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawai'i.

· From 2001 to 2013, Ms. Moy was Senior Vice President with Macquarie Infrastructure and Real Assets (“MIRA”), where she oversaw corporate strategy, strategic planning, funding and management of several MIRA-managed utility companies, including Hawai'i Gas.

Other Professional Experience and Community Involvement

· Ms. Moy has served as a member of Hawai'i Gas’s board of directors since 2011. From 1999-2001, Ms. Moy worked for Morgan Stanley in the Investment Banking division, where she was involved in corporate finance and mergers and acquisitions for private equity clients.

· Ms. Moy is a member of the Hawaii Business Roundtable and the Military Affairs Council. She serves on the boards of the Western Energy Institute and The Nature Conservancy of Hawai'i. She also sits on the advisory board for Women in Renewable Energy and Holomua Collective.

Education

· Ms. Moy holds a bachelor’s degree in finance and marketing from the University of Miami and a master’s degree in finance from INSEAD.

INDEPENDENT DIRECTOR

Skills: Finance, Banking, Technology, Retail, Marketing/Communications, International Experience, Education, Community, Human Resources, Risk Management, CEO Experience

Key Experience and Qualifications

Mr. Nichols’s over 40 years of executive leadership experience and knowledge in both information technology and the financial services industry, as well as his background and expertise in marketing, data analytics and strategic planning, add a valuable global perspective to the Board in understanding the increasingly important role information technology has in the financial services industry. Mr. Nichols’s background, experience, attributes and skills qualify him to serve on the Board, the Audit Committee, and the Risk Management Committee.

Career Highlights

· Mr. Nichols is the Chairman of Make-A-Wish, International, a not-for-profit foundation providing life changing wishes to ill children in 50 countries outside of the U.S., and has held that position since November 2022.

· Mr. Nichols served as an independent advisor to Harland Clarke Holdings (aka Vericast); former Chairman of Harland Clarke Holdings from January to June 2019, and previously served as its Chief Executive Officer from January 2017. As its CEO, Mr. Nichols oversaw Harland Clarke, Scantron, Retail Me Not, and Valassis. He was Chief Executive Officer of Valassis, a leader in intelligent media delivery from April 2015 through December 2016.

· Mr. Nichols previously served as Chief Executive Officer of North America, Managing Director of EMEA, and President of Global Consumer Services for Experian, the leading global information services company providing data and analytical tools to clients around the world.

· Prior to joining Experian, Mr. Nichols served as Chief Information Officer at Wells Fargo & Company.

· Mr. Nichols was President of Safeguard Business Systems and held senior positions at Bank of America in interstate banking integration, consumer loan services, and operations.

· Mr. Nichols was past President and founding partner of VICOR, Inc., an advanced technology engineering firm leading business transformation with a concentration in the financial services industry

Other Professional Experience and Community Involvement

· Mr. Nichols was a director of Revlon, Inc. from 2019 until 2023, and served as a member of Revlon’s audit committee and later the restructuring committee. He served as a director of Zovio, an education technology services company (formerly Bridgepoint Education, Inc.) from 2014 to 2022. He served as chairman of Zovio's compensation committee and as a member of its audit committee and the merger and acquisition oversight committee. Mr. Nichols is an advisor to Trusona, a passwordless identity authentication company, and to Shield3 (aka Minty), a Web 3.0 Security start up. He has been an Advisor to Mitek, an identification technology provider, and to Bloom, a global consumer data provider.

· In addition, Mr. Nichols is a past member of the Economics Leadership Council, University of California, San Diego, served on the Leadership Council for UCI Donald Bren School of Information and Computer Sciences, and served on the Dean’s Advisory Board, University of California, Irvine Merage School.

Education

· Mr. Nichols holds a bachelor of science degree in economics from the University of California, San Diego, and an M.B.A. in finance from the University of California, Berkeley.

Dana M.
Tokioka

Age: 54

Director since: 2020

Raymond P.
Vara, Jr.

Age: 55

Director since: 2013

INDEPENDENT DIRECTOR

Skills: Finance, Technology, Community, Hawai'i Market, Risk Management

Key Experience and Qualifications

Ms. Tokioka’s strong leadership and strategic experience in IT and Finance in the insurance industry, a key segment of the markets we serve, combined with her risk management and legal background bring valuable insights to the Board’s deliberations at a time of rapidly advancing technologies and changing business models. Her professional experiences and unique skill set qualify her to serve on the Board.

Career Highlights

· Ms. Tokioka serves as Vice President of Special Projects at Atlas Insurance Agency. Since joining the company in 2010, she has spearheaded and refined numerous initiatives, transforming the business and helping Atlas become recognized as a nationally ranked top 100 independent agency. While at Atlas, she has developed and executed multiple IT initiatives, established financial reporting metrics, and engineered and directed multi-layered risk programs for financial institutions, service-based organizations, construction firms and other business enterprises.

· Prior to Atlas Insurance, Ms. Tokioka practiced both real estate and corporate law in California, representing numerous technology companies and performing due diligence for financings and M&A transactions. She negotiated terms and conditions for software, hardware, and consulting agreements and for strategic alliances with U.S. and international corporations. Ms. Tokioka also worked for Booz Allen Hamilton as an Economic Business Analyst to perform economic and cost analysis for IT systems as well as strategize financial and programmatic assessments for the U.S. Army.

Other Professional Experience and Community Involvement

· Ms. Tokioka was a member of the Board of Directors of Tradewind Capital Group, a Hawai'i-based investment firm focused on real estate and private equity opportunities and was a board member of IC international, a surplus lines insurance broker.

· Ms. Tokioka is a dedicated supporter of the Hawai'i nonprofit community. She currently is the President of the Tradewind Group Foundation, which supports over 120 nonprofit organizations annually. She also currently serves on the Board of the Pacific Asian Center for Entrepreneurship at the University of Hawai'i at Mānoa Shidler College of Business and Hawai'i Public Radio. She previously served as Chair of the Board of Directors of the YWCA Honolulu and on the boards of Hawaii Theatre and Hawaii Imin Shiryo Hozon Kai, a nonprofit focused on sharing the Japanese immigrant experience in Hawai'i.

Education

· Ms. Tokioka is a graduate of Tufts University with a bachelor of arts degree, cum laude, in history. She received her M.B.A. from the McDonough School of Business at Georgetown University and her Juris Doctor from the Georgetown University Law Center.

INDEPENDENT DIRECTOR

Skills: Finance, Health, Community, Hawai'i Market, Government Experience, Risk Management, CEO Experience

Key Experience and Qualifications

Mr. Vara’s financial and operational background coupled with his senior executive and audit committee experience make him qualified to serve on the Company’s Board, the Audit, Risk Management, Human Resources & Compensation and Nominating & Corporate Governance Committees. His community involvement and leadership of Hawai'i’s largest health care provider and non-governmental employer also bring a valuable perspective of a key segment of the markets we serve.

Career Highlights

· Mr. Vara was named Hawaii Business Magazine CEO of the Year 2021.

· As President and CEO of Hawai'i Pacific Health, he oversees Hawai'i’s largest health care provider comprised of Straub Benioff Medical Center, Kapi‘olani Medical Center for Women & Children, Pali Momi Medical Center, Wilcox Medical Center and Hawai'i Pacific Health Medical Group with over 70 locations.

· Prior to his appointment to CEO in 2012, Mr. Vara served as its Executive Vice President and Chief Executive Officer of Operations of Hawai'i Pacific Health since 2004.

· Mr. Vara also served as Chief Financial Officer and Chief Executive Officer for Los Alamos Medical Center in New Mexico, an integrated health care service provider.

Other Professional Experience and Community Involvement

· Prior to joining the private sector, Mr. Vara held various positions in the United States Army, including Deputy Chief Financial Officer of the Madigan Army Medical Center in Tacoma, Washington, and Assistant Administrator and Chief Financial Officer of Bassett Army Community Hospital in Fairbanks, Alaska.

· Mr. Vara is active in the Hawai'i community and serves as a director on several boards, including Hawai'i Executive Collaborative, Island Insurance Company, Ltd., Tradewind Capital Group, Tradewind Group, Inc., and American Heart Association-National Board, where he serves as Immediate Past-Chairman.

Education

· Mr. Vara holds a bachelor’s degree in business administration from Hawai'i Pacific University and received his M.B.A. from the University of Alaska at Fairbanks.

Suzanne P.
Vares-Lum

Age: 57

Director since: 2023

Robert W.
Wo

Age: 72

Director since: 2002

INDEPENDENT DIRECTOR

Skills: Marketing/Communications, International Experience, Education, Community, Hawai'i Market, Government Experience, Risk Management, CEO Experience

Key Experience and Qualifications

Ms. Vares-Lum is a retired Major General in the U.S. Army. She joined the Board in 2023, and her decades of executive leadership and planning experience qualify her to serve on the Board and Nominating & Corporate Governance Committee.

Career Highlights

· Ms. Vares-Lum serves as Director of Daniel K. Inouye Asia Pacific Center for Security Studies since January 2025.

· Ms. Vares-Lum served as President of the East-West Center from January 2022 to December 2024. She is the first woman and Native Hawaiian to serve as President since the Center’s establishment in 1960. In 2022, she launched a new strategic plan that advances the Center’s mission to promote understanding and relationships among people and nations of the U.S., Asia and Pacific through cooperative study, research and dialogue.

· Ms. Vares-Lum formed Vares-Lum Indo-Pacific Consulting, LLC to provide consulting and advising on regional issues. She is an advocate for education and building bridges across the Indo-Pacific, and has led collaborative initiatives in the region.

· As a retired Major General with 34 years of service, Ms. Vares-Lum has held key roles addressing priority national security challenges in the region, with over five years serving with and advising the most senior officials at U.S. Indo-Pacific Command, where she cultivated and maintained key relationships with nations throughout the Indo-Pacific region.

Other Professional Experience and Community Involvement

· Ms. Vares-Lum serves on the Pacific International Center for High Technology Research.

· Ms. Vares-Lum is a current member of the U.S.-Japan Council and has also served on committees that promote Hawai'i’s economic diversification, workforce development, and community dialogue on issues regarding land and water.

· In addition to her military and community awards, she is the recipient of the 2023 Girl Scouts of Hawai'i Women of Distinction Award, and a 2017 Ellis Island Medal of Honor Awardee.

Education

· Ms. Vares-Lum received her Bachelor of Arts degree in Journalism in 1989 and her Master of Education in Teaching in 1996 from the University of Hawai'i at Mānoa. As a graduate of the U.S. Army War College, she earned a Master of Strategic Studies degree in 2011. In 2019, she became a National Security Fellow of the Maxwell School of Citizenship and Public Affairs at Syracuse University. She is also an alumna of the Daniel K. Inouye Asia-Pacific Center for Security Studies.

INDEPENDENT DIRECTOR

Skills: Retail, International Experience, Community, Hawai'i Market, CEO Experience

Key Experience and Qualifications

As Owner and Director of C.S. Wo & Sons, Ltd. since 1984, Mr. Wo has led this third-generation family-owned and operated business to become Hawai'i’s largest furniture retailer, ranking it among the Top 250 companies in the State of Hawai'i and among the Top 100 furniture retailers in the nation. Mr. Wo’s knowledge and experience in operating a business in the Company’s core market as a major employer in the State and deep involvement in the community qualify him for service on the Board, as Chair of the Human Resources & Compensation Committee and as a Member of the Nominating & Corporate Governance Committee.

Career Highlights

· Mr. Wo has been the Owner and Director of C.S. Wo & Sons, Ltd. since 1984.

Other Professional Experience and Community Involvement

· Mr. Wo is active in the community, having served on the boards of Aloha United Way, Junior Achievement of Hawaii, Rotary Club of Honolulu, Retail Merchants of Hawaii, and Hawaii Medical Service Association. He currently serves on the boards of Assets School and ‘Iolani School.

· Mr. Wo is a past member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawai'i, and continues to serve on its Education Committee.

Education

· Mr. Wo received his bachelor’s degree in economics from Stanford University and earned his M.B.A. from Harvard Business School.

Name

Number of
Shares
Beneficially
Owned

Right to
Acquire
Within
60 Days

Total

Percent of
Outstanding
Shares as of
February 28,
2025

More than Five Percent Beneficial Ownership

BlackRock, Inc.
50 Hudson Yards
New York, New York 10055

5,742,226

(1)

—

5,742,226

14.40%

The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

4,650,102

(2)

—

4,650,102

11.70%

State Street Corporation
1 Congress Street, Suite 1
Boston, Massachusetts 02114-2016

2,363,909

(3)

—

2,363,909

5.95%

Current Directors and Director Nominees

John C. Erickson

8,382

(4)(5)

1,109

9,491

*