Your VOTE is important!

Notice of ~~2016~~2018

Annual Meeting of Shareholders

and Proxy Statement

Meeting Date: April ~~29, 2016~~27, 2018

Bank of Hawaii Corporation

130 Merchant Street

Honolulu, Hawaii 96813

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Bank of Hawaii Corporation

130 Merchant Street

Honolulu, Hawaii 96813

March ~~18, 2016~~16, 2018

Dear Shareholder:

The ~~2016~~2018 Annual Meeting of Shareholders of Bank of Hawaii Corporation will be held on Friday, April ~~29, 2016~~27, 2018 at 8:30 a.m. on the Fifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii. Each shareholder that wishes to attend in person may be asked to present valid picture identification. Shareholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership as of the record ~~date.~~date or a legal proxy from their bank or broker.

The Notice of Meeting and Proxy Statement accompanying this letter describe the business we will consider and vote upon at the meeting. A report to shareholders on the affairs of Bank of Hawaii Corporation also will be given and shareholders will have the opportunity to discuss matters of interest concerning the Company.

For reasons explained in the accompanying Proxy Statement, the Board of Directors recommends that you vote FOR Proposal 1: Election of Directors, FOR Proposal 2: Advisory Vote on Executive Compensation, and FOR Proposal 3: Ratification of the Re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the ~~2016~~2018 fiscal year.

Your vote is very important. Please complete, sign, date and return the enclosed proxy card and mail it promptly in the enclosed postage-paid return envelope, even if you plan to attend the Annual Meeting. If you wish to do so, your proxy may be revoked at any time before voting occurs at the Annual Meeting. You may also vote and change your vote by telephone or via the Internet until 1:00 a.m. Central Time, April ~~29, 2016.~~27, 2018.

On behalf of the Board of Directors, thank you for your cooperation and support.



	Sincerely,

	Peter S. Ho Chairman of the Board, Chief Executive Officer, and President

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April ~~29, 2016~~27, 2018

To Our Shareholders:

The ~~2016~~2018 Annual Meeting of Shareholders of Bank of Hawaii Corporation will be held on Friday, April ~~29, 2016,~~27, 2018, at 8:30 a.m. on the Fifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii, for the following purposes:


1.	To elect 12 persons to serve as directors of the Company for a term of one year each until the ~~2017~~2019 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 ~~2016~~2018 fiscal year.


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

Shareholders of record of Bank of Hawaii Corporation common stock (NYSE: BOH) at the close of business on February ~~29, 2016~~28, 2018 are entitled to attend the meeting and vote on the business brought before it.

We look forward to seeing you at the meeting. However, if you cannot attend the meeting, your shares may still be voted by telephone or via the Internet, or you may complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid return envelope.



	By Order of the Board of Directors,

	Mark A. Rossi
	Vice ~~Chairman~~Chair and Corporate Secretary
	Bank of Hawaii Corporation

Honolulu, Hawaii

Dated: March ~~18, 2016~~16, 2018

IMPORTANT

Please sign and return the enclosed proxy card or vote by telephone or on the Internet as promptly as possible. This will save the expense of a supplementary solicitation.

Thank you for acting promptly.

Important Notice Regarding the Availability of Proxy Materials

for the ~~2016~~2018 Annual Meeting of Shareholders to be Held on April ~~29, 2016.~~27, 2018.

The Proxy Statement and the Bank of Hawaii Corporation ~~2015~~2017 Annual Report on Form 10-K to Shareholders for the year ended December 31, ~~2015~~2017 are available at www.edocumentview.com/boh. We encourage you to access and review all of the information in the proxy materials before voting.

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BANK OF HAWAII CORPORATION

PROXY STATEMENT

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	Page

General Information	1

Questions and Answers About the Proxy Materials and the Annual Meeting	1

Proposal 1: Election of Directors	5
Board of Directors	5
Beneficial Ownership	1114
Corporate Governance	1316
Board Committees and Meetings	2024
Director Compensation	2226
Director Compensation Table	2327

Proposal 2: Advisory Vote on Executive Compensation	2428
Human Resources & Compensation Committee Report	2428
Compensation Discussion and Analysis	2529
Summary Compensation Table	4251
All Other Compensation Table	4352
Nonqualified Deferred Compensation	4453
Grants of Plan-Based Awards in ~~2015~~2017	4655
Outstanding Equity Awards at Fiscal Year-End	4756
Option Exercises and Stock Vested in ~~2015~~2017	4857
Equity Compensation Plan Information	4857
Pension Benefits	4858
Change-in-Control, Termination, and Other Arrangements	4959
CEO Pay Ratio	61

Section 16(a) Beneficial Ownership Reporting Compliance	5161

Certain Relationships and Related Transactions	5262

Proposal 3: Ratification of the Re-appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the ~~2016~~2017 Fiscal Year	5363
Ernst & Young LLP Fees	5363
Audit & Risk Committee Report	5464
Audit & Risk Committee Pre-Approval Policies and Procedures	5565

Other Business	5565

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PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors (the “Board”) of Bank of Hawaii Corporation (the “Company”) is soliciting the enclosed proxy for the Company's ~~2016~~2018 Annual Meeting of Shareholders. The proxy statement, proxy card, and the Company's Annual Report to Shareholders and Annual Report on Form 10-K are being distributed to the Company's shareholders on or about March ~~18, 2016.~~16, 2018.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING


Q:	What is a proxy?

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 Nathan Sult to act as your proxy to vote your shares at the Annual Meeting in the manner you direct.


Q:	What am I voting on?

You are voting on the election of ~~twelve directors,~~12 directors. In addition, you are voting on the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables, and the ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the ~~2016~~2018 fiscal year, and are voting on any other business that may be properly brought before the meeting. Your votes on the Company’s executive compensation and the ratification of the re-appointment of the Company’s independent public accounting firm are advisory only, and will not bind the Company.


Q:	Who may vote at the annual meeting?


A:	Shareholders of record of Bank of Hawaii Corporation's common stock, par value $0.01 per share, as of the close of business on February ~~29, 2016~~28, 2018 (the “Record Date”) are entitled to attend and vote at the annual meeting. Each share of common stock is entitled to one vote. On the Record Date, there were ~~43,254,033~~42,481,345 shares of common stock issued and outstanding.


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

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 ~~present~~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 ~~and votes~~ 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:	What shares can I vote?


A:	You may vote all shares you own on the Record Date.


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

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 this year. The Notice provides instructions on how to access and

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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:	~~Why am I being asked to vote on executive compensation?~~

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted, requiring that public company shareholders be given the opportunity for a general advisory vote regarding the compensation paid to named executive officers. This non-binding vote must occur annually, biannually, or triennially. At the Annual Meeting of Shareholders in 2011, our shareholders strongly supported an annual vote on executive compensation and, in light of that preference, the Board determined to hold the advisory vote annually until next determined in 2017.


Q:	How can I vote my shares in person at the annual meeting?

If you are a shareholder of record, you can attend the annual meeting and vote in person the shares you hold directly in your name as the shareholder of record. If you choose to do that, please bring the enclosed proxy card or notice, admission ticket, and proof of identification. If you hold your shares in street name, you ~~must~~should request a "legal proxy" from your bank or broker to vote your shares ~~through your broker or other nominee.~~at the meeting.

Even if you plan to attend the annual meeting, we recommend you also submit your proxy so your vote will be counted if you later decide not to attend the annual meeting.


Q:	How can I vote my shares without attending the annual meeting?

You may vote without attending the annual meeting. If you hold your shares as the shareholder of record, you may instruct the proxies how to vote your shares by mail, telephone, or the Internet. If your shares are held by a broker or other nominee, you will receive instructions that you must follow to have your shares voted. Please refer to the summary instructions below and those on your proxy card, or, for shares held in street name, the voting instruction card sent by your broker or nominee.

Mail. You may mail your proxy by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee, and mailing it in the enclosed, postage-paid return envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board.

Telephone. If you live in the United States, you may submit your proxy by following the “Vote by Telephone” instructions on the proxy card.

Internet. If you have Internet access, you may submit your proxy by following the “Vote by Internet” instructions on your proxy card.


Q:	May I change my vote?

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 ~~29, 2016.~~27, 2018. 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?

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 ~~2016~~2018 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

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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) or 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.

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Q: What are the voting procedures?

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 exceed 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 ~~the~~a plurality vote.

~~Both the~~The advisory vote on executive compensation (Proposal 2) and the advisory vote on the ratification of the reappointment of our independent registered public accounting firm (Proposal 3) are also decided by majority vote. For ~~Proposal~~Proposals 1 and 2, broker non-votes will be treated as not entitled to vote and will not affect the outcome. ~~Abstentions will have the same effect as votes cast against the proposal.~~ For Proposal 3, 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.


Q:	Why are there ~~only~~ 12 Directors on the ballot for election?


A:	~~Sitting directors Martin A. Stein and Donald M. Takaki have reached the mandatory retirement age of 75 and are not standing for re-election.~~ The number of directors to be elected ~~has been reduced and~~was fixed at 12 by the Board ~~from 14 to 12 directors.~~at the February 23, 2018 meeting of the Board.


Q:	Is my vote confidential?

Yes. We have procedures to ensure that, regardless of whether shareholders vote by mail, telephone, the Internet, or in person, all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as disclosure may be required by federal or state law or as expressly permitted by a shareholder. We also have the voting tabulations performed by an independent third party.


Q:	Who will bear the cost of soliciting proxies?

We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees on behalf of the Board will solicit proxies from shareholders, personally, and by telephone, the Internet, facsimile, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, ~~Inc.~~LLC., ~~480 Washington Boulevard, Jersey City,~~1290 Ave of the Americas, 9th Floor, New ~~Jersey 07310~~York, New York 10104 to assist in the solicitation of proxies for an estimated fee of ~~$10,000~~$12,000 plus reasonable out-of-pocket expenses. We will, upon request, reimburse brokers or other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to their customers who are beneficial owners and obtaining their voting instructions.


Q:	What does it mean if I get more than one proxy card?

It means your shares are registered differently and are held in more than one account. Sign and return all proxy cards or vote each proxy card by telephone or Internet, to ensure all your shares are voted. To provide you with better shareholder ~~services,~~service, we encourage you to have all accounts registered in the same name and address. You may do that by contacting our transfer ~~agent,~~agent: Computershare Investor Services (1-888-660-5443).


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 ~~2017~~2019 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.

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Proposals To Be Included In The Proxy Statement and Voted On At The Meeting. Proposals that shareholders wish to have included in the proxy statement for the ~~2017~~2019 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 ~~18, 2016~~16, 2018 at the above address.

Proposals To Be Voted On At The Meeting Only. Under Section 1.12 of the Company's Bylaws, for a shareholder to bring a proposal before the ~~2017~~2019 Annual Meeting, the Company must receive the written proposal nonot later than 80 days nor earlier than 90 days before the first anniversary of the ~~2016~~2018 annual meeting; in other words, not earlier than January 27, 2019 and no later than February ~~8, 2017 and no earlier than January 29, 2017.~~6, 2019. 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,

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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.


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.


Q:	Where can I find out more information about the Company before the annual meeting?


A:	You can find more information about the Company on-line at: www.boh.com.

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PROPOSAL 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS

The Company’s Certificate of Incorporation requires that the Company’s Board consist of not fewer than three directors and not more than 15 directors, with the exact number to be determined by the Board. The Board has fixed the number of directors at 12. Each of the 12 directors listed below has been nominated for a one-year term to serve until the ~~2017~~2019 Annual Meeting of Shareholders or until his or her successor is elected and qualified. In the event that any or all of the director nominees are unable to stand for election as director, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, may select different nominees for election as directors.

Certain information with respect to each of the nominees is set forth below, including his or her principal occupation, qualifications, and directorships during the past five years. Each nominee has consented to serve and all nominees are currently serving on the Company’s Board. The nominees were each recommended to the Board by the Company’s Nominating & Corporate Governance Committee whose goal is to assemble a board that operates cohesively, encourages candid communication and discussion, and focuses on activities that help the Company maximize shareholder value. The Nominating & Corporate Governance Committee also looks at the individual strengths of directors, their ability to contribute to the board, and whether their skills and experience complement those of the other directors. A more detailed discussion on the nomination process and the criteria the Nominating & Corporate Governance Committee considers in their evaluation of director candidates is found in the Corporate Governance section which begins on page ~~13.~~16.

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
S. Haunani Apoliona	68	2004	Yes	None	NCGC, FIMC, BPC
Mary G. F. Bitterman	73	1994	Yes	None	NCGC, HRC, ARC
Mark A. Burak	69	2009	Yes	None	ARC, NCGC
Clinton R. Churchill	74	2001	Yes	None	NCGC, ARC
Peter S. Ho	52	2009	No	None	None
Robert Huret	72	2000	Yes	1	NCGC, ARC
Kent T. Lucien	64	2006	No	1	None
Alicia E. Moy	40	2017	Yes	None	NCGC, HRC
Victor K. Nichols	61	2014	Yes	1	NCGC, ARC
Barbara J. Tanabe	68	2004	Yes	None	FIMC, HRC, NCGC
Raymond P. Vara, Jr.	48	2013	Yes	None	NCGC, HRC, ARC
Robert W. Wo	65	2002	Yes	None	HRC, NCGC , FIMC

NCGC - Nominating & Corporate Governance Committee

HRC - Human Resources & Compensation Committee

ARC - Audit & Risk Committee

BPC - Benefit Plans Committee

FIMC - Fiduciary & Investment Management Committee

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As one of the largest financial institutions in Hawaii, finding director candidates with a deep knowledge of the focused market in which we operate is critical. The nominees' breadth and diversity of experience, mix of qualifications, attributes and skills strengthen our Board of Director's effective oversight of the Company's business. While our longer tenured directors bring a wealth of experience and deep understanding of the business, we recognize the need for fresh perspectives, have consistently added new directors, and are committed to continued board and committee diversity and refreshment.



Board Diversity & Skills
9	8	6	5	4
Experience with unique Hawaii marketplace	Independent directors with financial services expertise	Significant international experience	Banking experience	Other public company board experience
2	2	1	4	5
Media expertise	Background in public policy	Technology experience	Female directors	Native Hawaiian and/or Asian ancestry

QUALIFICATIONS AND EXPERIENCE



Name ~~Age, and~~ ~~Year First Elected~~ ~~as Director~~		~~Principal Occupation(s)~~Qualifications
S. Haunani Apoliona		Key Experience and Qualifications
		~~Other Public~~ ~~Directorships Held~~ ~~in the Last 5 Years~~
	~~S. Haunani Apoliona;~~ ~~66; 2004~~		Trustee, Office of Hawaiian Affairs (“OHA”) (entity established by the Constitution of the State of Hawaii to improve the conditions and protect the entitlements of Native Hawaiians). Ms. Apoliona was elected OHA Trustee in 1996, and was re-elected to her 5th four-year term in 2012. • Ms. Apoliona has dedicated more than 3035 years working with and on behalf of Native Hawaiians. As Chairman of the OHA Board from 2000 through 2010 and Trustee of OHA since 1996, she has led the pursuit of Federal Recognition for Native Hawaiians, resolution of long-standing ceded land revenue disputes, and a vast array of advocacy initiatives for Native Hawaiians. Prior to OHA, she was President and Chief Executive Officer of Alu Like, a non-profit organization whose mission is to assist Native Hawaiians in achieving social and economic self-sufficiency, including workforce training, vocational education, and training in entrepreneurship, business development and computer technology. Ms. Apoliona studied at the University of Hawai‘i Mānoa graduating with Double Bachelor's degrees in Sociology and Liberal Arts (Hawaiian Studies) and a Master's Degree from the School of Social Work. She serves on the board of the Smithsonian’s National Museum of the American Indian. Ms. Apoliona’sHer knowledge of Native Hawaiian affairs and ~~with~~ cultural and charitable causes in Hawaii gives her a unique perspective on the values and interests of our core market, which pervade the business environment. These insights inform the discussion at both the Board and on the Nominating & Corporate Governance ~~Committee on which all~~Committee.
		Career Highlights
		• Ms. Apoliona was elected Trustee of the ~~independent directors serve.~~Office of Hawaiian Affairs ("OHA") (entity established by the Constitution of the State of Hawaii to improve the conditions and protect the entitlements of Native Hawaiians) in 1996 and served five four-year terms ending November 8, 2016. • As Chairman of the OHA Board from 2000 through 2010, she led the pursuit of Federal Recognition for Native Hawaiians, resolution of long-standing ceded land revenue disputes, and a vast array of advocacy initiatives for Native Hawaiians.
		—Other Professional Experience and Community Involvement
		• Ms. Apoliona was President and Chief Executive Officer of Alu Like, a non-profit organization whose mission is to assist Native Hawaiians in achieving social and economic self-sufficiency, including workforce training, vocational education, and training in entrepreneurship, business development and computer technology.
		Education
	• Ms. Apoliona studied at the University of Hawai'i Manoa graduating with bachelor's degrees in Sociology and Liberal Arts (Hawaiian Studies) and a master's degree from the School of Social Work.

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Name ~~Age, and~~ ~~Year First Elected~~ ~~as Director~~		~~Principal Occupation(s) and~~ Qualifications	~~Other Public~~ ~~Directorships Held~~ ~~in the Last 5 Years~~
Mary G. F. ~~Bitterman;~~ ~~71; 1994~~Bitterman		Key Experience and Qualifications
		• Dr. Bitterman has served as President and Director of the Bernard Osher Foundation (a 39 year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts) since 2004. Previously, Dr. Bitterman was President and CEO of the James Irvine Foundation, an independent grant-making foundation serving Californians, and before that President and CEO of KQED, one of the major public broadcasting centers in the United States, Executive Director of the Hawaii Public Broadcasting Authority, Director of the Voice of America, and Director of the Hawaii State Department of Commerce and Consumer Affairs (and simultaneously ex-officio Commissioner of Financial Institutions, Commissioner of Securities, and Insurance Commissioner). Until BlackRock’s acquisition of Barclays Global Investors (“BGI”) in 2009, she was a member of the BGI board for nine years, serving on the Audit & Risk Committee as well as chairing the Nominating & Corporate Governance Committee. Dr. Bitterman currently serves as a director of the Bay Area Council Economic Institute, the Hawaii Community Foundation, the Commonwealth Club of California and Board Chair of the PBS Foundation, and an Advisory Council member of the Stanford Institute for Economic Policy Research and the Public Policy Institute of California. She is an Honorary Member of the National Presswomen’s Federation and a Fellow of the National Academy of Public Administration. Dr. Bitterman received her bachelor of arts degree from Santa Clara University and her M.A. and Ph.D. from Bryn Mawr College. Dr. Bitterman’sBitterman's considerable experience in broadcasting, media and public policy, her experience as a regulator with authority over Bank of Hawaii and other state-chartered banks, her service on the board of a large mutual fund complex and its key committees, and her deep understanding of the Company and the financial services industry ~~provide~~provides her with broad expertise across a range of issues of critical importance to the ~~Company’s~~company's activities in a highly regulated and ~~public facing~~public-facing environment. Dr. Bitterman has also gained extensive and valuable ~~Company~~ insight from her tenure as Lead Independent Director of the Board. These experiences, attributes, and skills qualify her to serve on the Board and ~~she serves ex-officio~~ as a member of each of the ~~Board’s~~Board's standing committees.
		—Career Highlights
	~~Mark A. Burak;~~ ~~67; 2009~~	• Since 2004, Dr. Bitterman has served as President and Director of the Bernard Osher Foundation (a 41 year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts). • Previously, Dr. Bitterman served as President and CEO of the James Irvine Foundation, an independent grant-making foundation serving Californians. Prior to that, she served as President and CEO of KQED, one of the major public broadcasting centers in the United States.
		~~Retired. Formerly an independent consultant providing planning~~Other Professional Experience and ~~business performance evaluation advisory services, and~~Community Involvement
		• Dr. Bitterman served as Executive ~~Vice President for Planning, Analysis and Performance Measurement, Bank~~Director of ~~America, having retired in 2000 after more than thirty years~~the Hawaii Public Broadcasting Authority, director of ~~service. Mr. Burak held various accounting and finance positions based in Chicago, London, San Francisco, and Charlotte at Bank~~the Voice of America, and ~~the former Continental Illinois National Bank, now part of Bank of America. As a consultant for Bank of Hawaii from late 2000 through 2003, he oversaw the development~~director of the ~~strategic plan~~Hawaii State Department of Commerce and restructured the Company’s management accounting processes, including the implementation of a capital allocation methodology and development of a formal business unit performance evaluation process. Among other positions, Mr. Burak served as Controller, Managing Director of Management Accounting & Analysis, Business Segment Controller, and Regional Controller for Europe and Asia for the former Continental Illinois National Bank. Mr. Burak is a Certified Public Accountant. He serves on the Board of Trustees of the Honolulu Museum of Art and additionally as Treasurer and Chairman of the Finance Committee. He is a memberConsumer Affairs (and simultaneously ex-officio Commissioner of Financial ~~Executives International, having served on several local chapter boards~~Institutions, Commissioner of Securities, and ~~as President of the San Francisco Chapter, and is~~Insurance Commissioner). • She was a member of the ~~American~~Barclays Global Investors board for nine years, serving on the Audit & Risk Committee as well as chairing the Nominating & Corporate Governance Committee. • Dr. Bitterman currently serves as a director of the Bay Area Council Economic Institute, the Hawaii Community Foundation, the Commonwealth Club of California and Board Chair of the PBS Foundation, and an Advisory Council member of the Stanford Institute for Economic Policy Research and the Public Policy Institute of ~~Certified Public Accountants.~~ California.
		Education
		• Dr. Bitterman received her bachelor of arts degree from Santa Clara University and her M.A. and Ph.D. from Bryn Mawr College.

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Name		Qualifications
Mark A. Burak		Key Experience and Qualifications
		• Mr. Burak received his bachelor's degree in business administration in public accounting from Loyola University of Chicago and his M.B.A. in finance from the Kellogg Graduate School of Management at Northwestern University. Mr. Burak’sBurak's career in accounting, finance and strategic planning for major banking organizations brings a high level of sophistication to his participation in Board discussion of a wide range of financial, strategic planning and operating matters, and his prior engagement as a consultant to Bank of Hawaii, ~~gives~~including considerable involvement in formulating our longer term strategy, along with his nine years of experience on the Board, provide him ~~direct~~substantial knowledge of our business. His professional experience and educational background ~~led~~make him qualified to serve on the Board ~~to appoint~~and as Chair of the Audit & Risk Committee.
		Career Highlights
		• Mr. Burak was an independent consultant providing planning and business performance evaluation advisory services. • He formerly served as Executive Vice President for Planning, Analysis and Performance Measurement at Bank of America, having retired after more than thirty years of service. • Mr. Burak held various accounting and finance positions based in Chicago, London, San Francisco, and Charlotte at Bank of America and the former Continental Illinois National Bank.
		Other Professional Experience and Community Involvement
		• Mr. Burak is a Certified Public Accountant and served as Controller, Managing Director of Management Accounting & Analysis, Business Segment Controller, and Regional Controller for Europe and Asia for the former Continental Illinois National Bank. • He serves on the Board of Trustees of the Honolulu Museum of Art and also as Treasurer and Chairman of the Finance Committee. • He is a member of Financial Executives International, having served on several local chapter boards and as President of the San Francisco Chapter, and is a member of the American Institute of Certified Public Accountants.
		Education
		• Mr. Burak received his bachelor's degree in business administration in public accounting from Loyola University of Chicago and his M.B.A. in finance from the Kellogg Graduate School of Management at Northwestern University.
Clinton R. Churchill		Key Experience and Qualifications
		• Mr. Churchill's strong financial background, leadership experience at various companies, and long association with the Estate of James Campbell, which was a nationally diversified real estate company and a major Hawaii landowner, has given him ~~to its~~a broad and strategic perspective on business affairs in the Company's core market as well as a deep knowledge of an industry that represents a large portion of our customer base. His background and experience coupled with having served on the Company's Audit & Risk Committee ~~and~~for 16 years, including 14 years as its Chairman, make Mr. Churchill qualified to ~~designate him as a financial expert on that Committee. Along with all of the other independent directors, Mr. Burak also serves~~serve on the ~~Board’s Nominating & Corporate Governance Committee.~~Board.
		—

~~Table of Contents~~

Career Highlights

~~Name, Age, and~~ ~~Year First Elected~~ ~~as Director~~		~~Principal Occupation(s) and Qualifications~~	~~Other Public~~ ~~Directorships Held~~ ~~in the Last 5 Years~~
~~Michael J. Chun;~~ ~~72; 2004~~		Retired. Formerly President and Headmaster of Kamehameha Schools - Kapalama (a college preparatory school serving children of Hawaiian ancestry) from 2001 - 2012 and President, Kamehameha Schools from 1988 - 2012. As President and Headmaster, he was responsible for the leadership, financial management, administration and effectiveness of the college preparatory education program at the flagship Kapalama campus. Prior to his appointment at Kamehameha Schools, Dr. Chun was Vice President of Park Engineering, a Honolulu engineering consulting firm. He also served as Chief Engineer of the City and County of Honolulu and taught at the University of Hawaii where he directed graduate instruction and research in environmental engineering. In addition to being a director of Matson, Inc. (a shipping company that split from Alexander & Baldwin, Inc. in 2012), he serves on the boards of various professional and community organizations, including Hawaii Medical Services Association, the Metropolitan Board of the YMCA of Honolulu, and Bishop Museum. Dr. Chun received his bachelor of science degree in civil engineering and his Ph.D. in environmental engineering from the University of Kansas, and his M.S. in civil engineering from the University of Hawaii. Dr. Chun’s leadership of one of Hawaii’s premier educational institutions both provides him with insights into key segments of our markets and customer base and, together with his engineering background, assists the Board in its consideration of a range of operational matters. These insights inform the discussion at both the Board and on the Nominating & Corporate Governance Committee on which all of the independent directors serve.	~~Matson, Inc.,~~ • ~~Alexander & Baldwin, Inc.~~
~~Clinton R. Churchill;~~ ~~72; 2001~~		Former Trustee, ~~The~~ Estate of James Campbell ~~(an organization administering~~from 1992 through August 2017. He served as Chairman six of the ~~assets held in trust under~~24 years. • Prior to becoming a Trustee of the ~~will~~Estate of James ~~Campbell) since 1992 (Chairman 1998, 2000, 2004, 2008, 2012, and 2016).~~Campbell, Mr. Churchill served as COO and CEO of ~~The Estate of James Campbell prior to becoming one of its Trustees.~~the Estate. He also served as Controller, Financial Vice President, and President of Gaspro, Inc. ~~and three years as~~ • Mr. Churchill was a management consultant with Touche Ross & ~~Co.~~ Company.
	Other Professional Experience and Community Involvement
	• Mr. Churchill serves as ~~a member~~Chairman of ~~the Military Affairs Council and President of the~~ Pacific Aviation Museum at Pearl ~~Harbor.~~Harbor and Friends of Challenger Center Hawaii. • Mr. Churchill served in various positions in the Hawaii Air National Guard, retiring as its Commander. He has also chaired several non-profit organizations and professional organizations, including Kapiolani Medical Center and The Economic Development Corporation of Honolulu.
	Education
	• Mr. Churchill received his bachelor of science degree in business and his M.B.A. in management and finance from the University of Arizona.

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Name		Qualifications
Peter S. Ho		Key Experience and Qualifications
		• As Chairman and CEO, Mr. ~~Churchill’s long association with~~Ho fully understands the ~~Estate~~drivers of ~~James Campbell (now the James Campbell Company LLC), a nationally diversified real estate company and a major Hawaii landowner, has given him a broad perspective on business affairs~~change in the ~~Company’s core market~~way we will bank in the future. He is leading the charge to meet the evolving demands of the customer and transforming their experience using a 21st century delivery model. Mr. Ho's long career as ~~well as~~ a Bank of Hawaii executive, overseeing all aspects of the Company's business and his deep knowledge of ~~an industry that represents a large portion of~~ our ~~customer base. That perspective as~~markets, community and culture make him well asqualified for service on our Board. • Under Mr. Churchill’s background in financial accounting led the Board to appoint him to its Audit & Risk Committee, which he chairs. Along with all of the other independent directors, Mr. Churchill also serves on the Board’s Nominating & Corporate Governance Committee.		—
	~~Peter S. Ho;~~ ~~50; 2009~~		Chairman and Chief Executive Officer of the Company since July 2010; President since April 2008; Vice Chairman and Chief Banking Officer from January 2006 to April 2008; Vice Chairman, Investment Services from April 2004 to December 2005; and Executive Vice President, Hawaii Commercial Banking Group from February 2003 to April 2004.Ho's leadership, Bank of Hawaii has been ranked in the top 10 of America's best banks by Forbes and received the Financial Services Roundtable "Corporate Social Responsibility Leadership Award" for the ~~past seven~~7th consecutive ~~years.~~ year.
		Career Highlights
		• Mr. Ho has served as Chairman and CEO of the Company since July 2010; President since April 2008; 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, Hawaii Commercial Banking Group from February 2003-April 2004. • In 2015, Mr. Ho was elected to serve a second three-year term on the board of the Federal Reserve Bank of San Francisco. ~~In 2010,~~
		Other Professional Experience and Community Involvement
		• Mr. Ho ~~was named~~served as Chairman of the 2011 Asia Pacific Economic Cooperation ~~("APEC") 2011~~ Hawaii Host Committee ~~a public-private entity comprised~~and the 2016 National Host Committee for the International Union for Conservation of ~~private sector, labor and elected leaders created to support Hawaii, the country and President Obama’s hosting of APEC Leaders Week in November 2011.~~ Nature. • Mr. Ho is active in the Hawaii community and serves on several boards, including ~~the Hawaii Medical Service Association, Aloha United Way,~~ American Red Cross-Hawaii, Hawaii Community Foundation, McInerny Foundation, Shane Victorino Foundation, the Strong Foundation, ~~Catholic Charities-Hawaii,~~ the East-West Center, and the Hawaii Bankers Association. He is a member of the Financial Services Roundtable, the Hawaii Business Roundtable, the Hawaii Asia Pacific Association, the Hawaii Chamber of ~~Commerce - Military~~Commerce-Military Affairs Council Executive Committee, and ~~the National Host Committee for International Union for Conservation~~an Advisory Board member of ~~Nature (IUCN) - 2016 IUCN World Conservation Congress in~~Mental Health America of Hawaii. Mr. Ho was named Young Business Person of the Year by Pacific Business News in 2003. In 2012, Mr. Ho was recognized as Hawaii’s distinguished citizen by the Aloha Council of the Boy Scouts of America.
		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. Mr. Ho's long career at Bank of Hawaii, his management responsibilities for all aspects of the Company's banking operations and his deep knowledge of our markets, community and culture all qualify him for service on our Board.
Robert Huret		—

~~Table of Contents~~

Key Experience and Qualifications

~~Name, Age, and~~ ~~Year First Elected~~ ~~as Director~~		~~Principal Occupation(s) and Qualifications~~	~~Other Public~~ ~~Directorships Held~~ ~~in the Last 5 Years~~
~~Robert Huret;~~ ~~70; 2000~~		~~Since 1998, Founding Partner of FTV Capital, a multi-stage private equity firm whose limited partners include many of the world’s foremost financial institutions.~~ • Mr. Huret is also Chairman of Huret Rothenberg & Co. a private investment firm, and is a director of Cloudmark, Inc. and Financial Engines, Inc. Previously he was a senior consultant to Montgomery Securities. He has served as Senior Vice President, Finance and Trust Executive Officer at the Bank of California. Mr. Huret was also Vice President of Planning and Mergers and Acquisitions at First Chicago Corporation. He has 4849 years of commercial banking, investment banking and private equity investment ~~experience. He~~experience and has participated in over 100 bank and bank-related mergers, public offerings and joint ventures, with an emphasis on technology companies focused in the financial services industry. He has served as Trustee of Cornell University and San Francisco University High School. He received his bachelor of science degree in industrial and labor relations from Cornell University and his M.B.A. with distinction from Harvard University. • Mr. ~~Huret’s~~Huret's knowledge of the commercial and investment banking business, his experience in finance and investment activities and his participation in strategic transactions across the financial services spectrum give him a broad and deep perspective on all facets of our business. ~~These qualifications led~~His background and experiences coupled with his service as Vice Chairman of the ~~Board to appoint him to its~~ Audit & Risk Committee qualifies Mr. Huret to ~~designate him as~~serve on the Board.
	Career Highlights
	• Since 1998, Mr. Huret is the Founding Partner of FTV Capital, a multi-stage private equity firm whose limited partners include many of the world's foremost financial ~~expert, and to appoint him Vice~~institutions. • He is also Chairman of ~~the Committee. Along~~Huret Rothenberg & Co., a private investment firm, and is a director of Financial Engines, Inc. • Mr. Huret was formerly a senior consultant to Montgomery Securities.
	Other Professional Experience and Community Involvement
	• Mr. Huret served as Senior Vice President, Finance and Trust Executive Officer at Bank of California and Vice President of Planning and Mergers and Acquisitions at First Chicago Corporation. • He also served as Trustee of Cornell University and San Francisco University High School.
	Education
	• Mr. Huret received his bachelor of science degree in industrial and labor relations from Cornell University and his M.B.A. with ~~all~~distinction from Harvard University.

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Name		Qualifications
Kent T. Lucien		Key Experience and Qualifications
		• Mr. Lucien's senior executive experience in major Hawaii businesses and strong finance and accounting background, coupled with his deep knowledge of the ~~other independent directors,~~ Company's finances gained during his tenure with the Company makes him a valuable member of the Board. • Mr. ~~Huret also serves on~~Lucien was elected to the ~~Board’s Nominating~~Board in 2006 and served as Chair of the Audit & ~~Corporate Governance Committee.~~Risk Committee prior to becoming the Company's Chief Financial Officer.
		~~Financial Engines, Inc.~~Career Highlights
	~~Kent T. Lucien;~~ ~~62; 2006~~		• Mr. Lucien assumed the role of Vice ~~Chairman~~Chair and Chief Strategy Officer in March 2017 to execute 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 ~~since~~from April ~~2008;~~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 Hawaii corporation engaged in agriculture, real estate and power ~~production) from April 2006 to December 2007;~~production and ~~Chief Executive Officer Operations, C. Brewer & Co., Ltd. from May 2001 to April 2006. He~~ also held ~~the positions of Controller and Chief Financial Officer and various other~~key executive positions at C. Brewer & Co.~~, Ltd. Prior to C. Brewer & Co.,~~ Ltd., ~~Mr. Lucien~~including Chief Executive Officer of Operations, Controller, and Chief Financial Officer. • He also worked for ~~PricewaterhouseCoopers. He~~Pricewaterhouse Coopers and is a Certified Public Accountant (inactive). ~~Mr. Lucien~~ • He serves on the ~~board~~boards of Wailuku Water Company ~~LLC.~~ LLC and Hawaii Humane Society.
		Education
		• Mr. Lucien received his bachelor's degree from Occidental College and his M.B.A. from Stanford University. ~~Mr. Lucien’s senior~~
Alicia E. Moy		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 Hawaii's energy ecosystem and how it is transforming to meet the state's renewable energy goals. Given the importance of energy in Hawaii and how it impacts all consumers in the state, Ms. Moy's perspective in this key segment of the markets we serve will bring valuable insights to the Board's deliberations. Her leadership in this industry along with her strong executive ~~experience in significant Hawaiian businesses and his~~ background in finance and ~~accounting led~~strategic planning qualify her for service on the ~~Board~~Board.
		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. • From 2001 to ~~nominate him~~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
		• She has served as a ~~director~~member of Hawai'i Gas' board of directors since 2011. From 1999-2001, Ms. Moy worked for Morgan Stanley in ~~2006~~the Investment Banking division, where she was involved in corporate finance and ~~prior to becoming~~mergers and acquisitions for private equity clients. • Ms. Moy is a member of the ~~Company’s Chief Financial Officer, to serve~~Hawaii Business Roundtable and serves on the ~~Audit & Risk Committee as its chair~~boards of Aloha United Way, the Chamber of Commerce of Hawaii, the Western Energy Institute, MIC Renewable Energy Holdings, and ~~to be designated as a financial expert. These qualifications, coupled with his deep knowledge of~~Hawai'i Workforce Development Council. She also sits on advisory boards for the ~~Company’s finances gained~~Hawaii Clean Energy Initiative and Women in ~~his current role continue to qualify him for Board service.~~Renewable Energy.
		~~Maui Land & Pineapple Co., Inc.~~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.

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Name ~~Age, and~~ ~~Year First Elected~~ ~~as Director~~		~~Principal Occupation(s)~~Qualifications
Victor K. Nichols		Key Experience and Qualifications
		~~Other Public~~ ~~Directorships Held~~ ~~in the Last 5 Years~~
	~~Victor K. Nichols;~~ ~~59; 2014~~		~~Chief Executive Officer of Valassis, a media and marketing services company since April 2015. Previously,~~ • Mr. Nichols was Chief Executive Officer of North America and President of Global Consumer Services for Experian, the leading global information services company providing data and analytical tools to clients around the world. Experian helps businesses manage credit risk, prevent fraud, target marketing and automate decision making, while enabling individuals to better manage creditworthiness and protect themselves against identity theft. While with Experian from 2007 to 2014, Mr. Nichols’ also served as Chief Executive Officer for the United Kingdom, Ireland, Europe, Middle East and Africa and Managing Director of Global Marketing Services, and as Group President, Experian Interactive. Prior to joining Experian, he was with Wells Fargo & Company for seven years where he served as Chief Information Officer and a member of the management committee, leading all key technology functions at the financial institution. 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. His experience in information technology and the financial industry also included senior management positions at Bank of America in interstate banking integration, consumer loan services, and operations. Mr. Nichols is a director and a member of the audit committee of Bridgepoint Education, Inc. (a higher education company that includes three academic institutions). Mr. Nichols is also an independent agent serving as a part time Senior Advisor to Boston Consulting Group. In addition, he is a member of the Economics Leadership Council, University of California, San Diego and serves on, or as an advisor to, several boards including Crystal Cove Alliance and FTV Capital, Inc. He also recently served on the Leadership Council for UCI Bren School of Information and Computer Sciences and on the Dean’s Advisory Board, University of California, Irvine Merage School. He 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. Mr. Nichols’ 28Nichols' 37 years of experience and knowledge in both information technology and the financial services industry as well as his background and expertise in strategic planning add a valuable global perspective to the Board in understanding the increasingly important role information technology has in the financial services industry. ~~These qualifications led the Board to appoint~~Mr. Nichols' background and experiences, attributes and skills qualify him to ~~its Audit~~serve on the Board.
		Career Highlights
		• Since January 1, 2017, Mr. Nichols has been the Chief Executive Officer of Harland Clarke Holdings, which oversees 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 American 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, he served as Chief Information Officer leading all key technology functions at Wells Fargo & ~~Risk Committee and to designate him as a financial expert on that Committee. Along with other independent directors,~~ Company. • Mr. Nichols also ~~serves~~was President of Safeguard Business Systems and held senior positions at Bank of America in interstate banking integration, consumer loan services, and operations.
		Other Professional Experience and Community Involvement
		• 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. • Mr. Nichols is a director and a member of the audit committee of Bridgepoint Education, Inc. and has been an Advisor to Mitek, an identification technology provider. • In addition, he is a member of the Economics Leadership Council, University of California, San Diego. • Mr. Nichols served on the ~~Board’s Nominating & Corporate Governance Committee.~~Leadership Council for UCI Bren School of Information and Computer Sciences and 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.
		~~Bridgepoint Education, Inc.~~

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Name	Qualifications
Barbara J. ~~Tanabe;~~ ~~66; 2004~~Tanabe	Key Experience and Qualifications
	• ~~Owner, Ho’akea Communications, LLC (a public affairs company) since 2003.~~ Ms. Tanabe has expertise in communications and issues management with over 30 years of experience in public affairs, crisis management, and broadcast journalism in the ~~United~~Unites States and Asia. Her sensitivity to public policy matters, the media, and cultural and ethnic diversity in our core market bring insights that inform a wide range of Board deliberations and qualify her for service on the Board.
	Career Highlights
	• Ms. Tanabe is Owner of Ho'akea Communications, LLC (a public affairs company) since 2003. • She served as President and CEO of Hill & Knowlton/Communications Pacific and her own consulting firm, Pacific Century, where she counseled executives and government officials in the areas of cross-cultural communications, crisis and issues management, and news media management. ~~Ms. Tanabe was one of~~ • As the first Asian-American women ~~journalists~~journalist in the nation, ~~and~~she pioneered news coverage of issues dealing with ethnic minorities, diversity, and civil rights. ~~She~~
	Other Professional Experience and Community Involvement
	• Ms. Tanabe co-founded a public policy research firm, Hawaii Institute of Public Affairs, which produced studies resulting in legislation to promote economic development in Hawaii. • She is also co-chair and founder of the Hawaii Chapter of Women Corporate Directors, and serves as a member of the boards of ~~the~~ Japan-America Society of Hawaii, the Crown Prince Akihito Scholarship Foundation, The American Judicature Society, and the Pacific Forum (The Asia affiliate of the Center for Strategic and International Studies). She has served on numerous task forces on special assignment with the chief justice of the Hawaii State Supreme Court, and completed a gubernatorial appointment to the East-West Center as vice-chair of the audit and finance committee. Forum.
	Education
	• ~~In 2013, she received the distinguished Alumni Award from the University of Hawaii.~~ ~~She~~Ms. Tanabe received her bachelor of arts degree in communications from the University of Washington and an M.B.A. from the University of Hawaii. Ms. Tanabe’s expertise in and sensitivity to public policy matters, the media, and cultural and ethnic diversity in our core market bring insights that inform a wide range of Board deliberations and qualify her for service on the Board. Her management and business ownership background align her views on the Human Resources & Compensation Committee, on which she serves, with those of shareholders. Along with all of the other independent directors, Ms. Tanabe also serves on the Board’s Nominating & Corporate Governance Committee.Hawai'i.	—

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Name ~~Age, and~~ ~~Year First Elected~~ ~~as Director~~		~~Principal Occupation(s) and~~ Qualifications	~~Other Public~~ ~~Directorships Held~~ ~~in the Last 5 Years~~
Raymond P. Vara, Jr.~~; 46; 2013~~		~~President~~Key Experience and ~~Chief Executive Officer Hawaii Pacific Health.~~ 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. His community involvement and leadership of Hawaii'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
		• As President and CEO of Hawaii Pacific Health, he oversees Hawaii's largest health care provider comprised of Straub Clinic & Hospital, Kapiolani Medical Center for Women & Children, Pali Momi Medical Center, Wilcox Memorial Hospital and Kauai Medical Clinic. • Prior to his appointment in 2012, he served as its Executive Vice President and Chief Executive Officer of Operations since 2004. • Mr. Vara also served as ~~the~~ Chief Financial Officer ~~from 1998 to 2000~~ and Chief Executive Officer ~~from 2000 to 2002~~ for Los Alamos Medical Center in New Mexico, an integrated health care service provider.
		Other Professional Experience and Community Involvement
		• Prior to ~~his~~ joining the private sector, Mr. Vara held various positions in the United States Army, including Controller for the Army's Northwestern Healthcare Network, 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 Hawaii community and serves on several boards, including Island Insurance Company, Ltd., Island Holdings, Inc., American Heart Association-National Board ~~Treasurer~~(Treasurer and Chair of the Finance and Operations ~~Committee,~~Committee), Red Cross - Hawaii State Chapter, Blood Bank of Hawaii, MidPacific Institute and Hawaii Pacific University ~~and American Red Cross Hawaii Chapter.~~ (Chair of Compensation Committee).
		Education
		• Mr. Vara holds a bachelor's degree in finance from Hawaii Pacific University and received his M.B.A. from the University of Alaska. His community involvement and leadership of Hawaii's largest health care provider and non-governmental employer bring a valuable perspective of a key segment of the markets we serve. Mr. Vara's financial and operational background coupled with his senior executive and audit committee experience make him well-qualified to serve on the Company's Board and led the Board to appoint him to the Audit & Risk Committee in 2013 and to designate him as a financial expert on that Committee. Along with all of the other independent directors, Mr. Vara also serves on the Board’s Nominating & Corporate Governance Committee and joined the Human Resources & Compensation Committee in December 2014.
Robert W. Wo		—Key Experience and Qualifications
	~~Robert W. Wo;~~ ~~63; 2002~~	• As Owner and Director of C.S. Wo & Sons, Ltd. (a furniture retailer) since ~~1984. Under~~1984, Mr. ~~Wo’s leadership,~~Wo has led this ~~third generation~~third-generation family-owned and operated business ~~has grown~~ to become ~~Hawaii’s~~Hawaii's largest furniture retailer, ranking it among the Top 250 companies in the State of Hawaii and among the Top 100 furniture retailers in the nation. HeMr. 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 and as Chair of the Human Resources & Compensation Committee.
		Career Highlights
		• Mr. Wo is the Owner and Director of C.S. Wo & Sons, Ltd. since 1984. • Mr. Wo is a member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawaii. ~~He has always been~~
		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, and ~~the~~ Retail Merchants of Hawaii. ~~Currently, Mr. Wo~~He currently serves on ~~several business and non-profit~~the boards ~~including~~of Hawaii Medical Service Association, Assets School, and ~~Bobby Benson Center. He~~Iolani School.
		Education
		• Mr. Wo received his bachelor's degree in economics from Stanford University and earned his M.B.A. from Harvard Business School. Mr. Wo’s deep involvement in the community and knowledge of business affairs throughout the Hawaiian Islands bring a customer perspective to his participation in Board affairs and, as major employer in the state, qualify him for service on the Human Resources & Compensation Committee in addition to his role as a director. Along with all of the other independent directors, Mr. Wo also serves on the Board’s Nominating & Corporate Governance Committee.	—

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BENEFICIAL OWNERSHIP

At the close of business on January ~~29, 2016,~~31, 2018, Bank of Hawaii Corporation had ~~43,228,391~~42,433,345 shares of its common stock outstanding. As of January ~~29, 2016,~~31, 2018, this table shows the amount of Bank of Hawaii Corporation common stock owned by (i) each person or entity who is known by us to beneficially own more than five percent of Bank of Hawaii Corporation’s common stock; (ii) each current director and director nominee, (iii) each of the executive officers named in the Summary Compensation Table (the “named executive officers”), and (iv) all of our directors and executive officers as a group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of common stock beneficially owned. Share ownership has been computed in accordance with SEC rules and does not necessarily indicate beneficial ownership for any other purpose.


Name		Number of Shares Beneficially Owned		Right to Acquire Within 60 Days	Total	Percent of Outstanding Shares as of January 29, 2016			Number of Shares Beneficially Owned		Right to Acquire Within 60 Days	Total	Percent of Outstanding Shares as of January 31, 2018
More than Five Percent Beneficial Ownership	More than Five Percent Beneficial Ownership							More than Five Percent Beneficial Ownership
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		5,481,796	(1)	—	5,481,796	12.70	%		5,798,907	(1)	—	5,798,907	13.70	%
Neuberger Berman Group LLC 605 Third Avenue New York, New York 10158		2,795,779	(2)	—	2,795,779	6.46	%
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355		2,968,818	(3)	—	2,968,818	6.85	%		3,741,376	(2)	—	3,741,376	8.80	%
Neuberger Berman Group LLC 1290 Avenue of the Americas New York, New York 10104									2,748,020	(3)	—	2,748,020	6.47	%

Current Directors and Director Nominees	Current Directors and Director Nominees							Current Directors and Director Nominees
S. Haunani Apoliona		21,104	(4)	2,191	23,295	*			24,549	(4)	—	24,549	*
Mary G. F. Bitterman		36,393	(4)(5)	2,191	38,584	*			40,072	(4)(5)	—	40,072	*
Mark A. Burak		6,884	(4)	—	6,884	*			8,297	(4)	—	8,297	*
Michael J. Chun		24,345	(4)(5)	2,191	26,536	*
Michael J. Chun (not standing for re-election)									23,731	(4)(5)	—	23,731	*
Clinton R. Churchill		28,060	(4)(5)(6)	2,191	30,251	*			26,032	(4)(5)(6)	—	26,032	*
Robert Huret		42,872	(4)	2,191	45,063	*			46,685	(4)	—	46,685	*
Alicia E. Moy									748	(4)	—	748	*
Victor K. Nichols		3,103	(4)	—	3,103	*			6,181	(4)	—	6,181	*
Martin A. Stein (not standing for re-election)		16,775	(4)(5)	2,191	18,966	*
Donald M. Takaki (not standing for re-election)		53,307	(4)	—	53,307	*
Barbara J. Tanabe		22,321	(4)	2,191	24,512	*			19,317	(4)	—	19,317	*
Raymond P. Vara, Jr.		2,931	(4)	—	2,931	*			4,344	(4)	—	4,344	*
Robert W. Wo		52,840	(4)(5)	—	52,840	*			56,693	(4)(5)	—	56,693	*

Named Executive Officers
Peter S. Ho (also Director Nominee)		158,782		46,666	205,448	*			156,596		46,666	203,262	*
Kent T. Lucien (also Director Nominee)		62,002	(5)(7)	32,191	94,193	*			48,475	(5)(7)	15,000	63,475	*
Dean Y. Shigemura									30,404	(5)	23,333	53,737	*
Wayne Y. Hamano		26,962	(5)	—	26,962	*			34,432	(5)	—	34,432	*
Mark A. Rossi		47,104	(8)	30,000	77,104	*			54,413	(5)(8)	—	54,413	*
Mary E. Sellers		66,810	(5)	30,000	96,810	*			62,074	(5)	30,000	92,074	*
All current directors, director nominees, and executive officers as a group (22 persons)		832,459		255,859	1,088,318	2.52	%
All current directors, director nominees, and executive officers as a group (21 persons)									723,873		140,831	864,704	2.04	%

* Each of the current directors, director nominees, and named executive officers beneficially owned less than one percent of Bank of Hawaii Corporation's outstanding common stock as of January 29, 2016.
* Each of the current directors, director nominees, and named executive officers beneficially owned less than one percent of Bank of Hawaii Corporation's outstanding common stock as of January 31, 2018.								* Each of the current directors, director nominees, and named executive officers beneficially owned less than one percent of Bank of Hawaii Corporation's outstanding common stock as of January 31, 2018.

(1)

According to its Schedule 13G filed with the SEC on January ~~8, 2016,~~19, 2018, BlackRock, Inc. is a parent holding company or control person and may be deemed to have beneficial ownership as of December 31, ~~2015~~2017 of ~~5,481,796~~5,798,907 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 and the iShares Select Dividend ETF.~~Advisors. According to the same filing, BlackRock, Inc. has sole power to vote or to direct the vote over ~~5,325,870~~5,638,922 of those shares and sole power to dispose or to direct the disposition of ~~5,481,796~~5,798,907 shares.

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(2)

According to its Schedule 13G filed with the SEC on February ~~9, 2016,~~12, 2018, The Vanguard Group is an investment adviser and its subsidiaries may be deemed to have beneficial ownership as of December 31, 2017 of 3,741,376 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 22,734 of those shares, sole power to dispose or to direct the disposition of 3,717,803 shares, shared power to vote or to direct the vote over 4,400 shares and shared power to dispose or to direct the disposition of 23,573 shares.

(3)

According to its Schedule 13G filed with the SEC on February 15, 2018, 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, ~~2015~~2017 of ~~2,795,779~~2,748,020 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 ~~2,793,685~~2,727,800 of those shares and shared power to dispose or to direct the disposition of ~~2,795,779 shares.~~

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~~(3)~~

According to its Schedule 13G filed with the SEC on February 10, 2016, The Vanguard Group is an investment adviser and its subsidiaries may be deemed to have beneficial ownership as of December 31, 2015 of 2,968,818 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 31,453 of those shares, sole power to dispose or to direct the disposition of 2,938,365 shares, shared power to vote or to direct the vote over 1,600 shares and shared power to dispose or to direct the disposition of 30,4532,748,020 shares.

(4)

Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, ~~14,533~~14,305 shares; Dr. Bitterman, ~~873~~645 shares; Mr. Burak, ~~873~~645 shares; Dr. Chun, ~~19,673~~19,445 shares; Mr. Churchill, ~~19,673~~19,445 shares; Mr. Huret, ~~873~~645 shares; Ms. Moy, 645 shares; Mr. Nichols, ~~873 shares; Mr. Stein, 873 shares; Mr. Takaki, 23,673~~645 shares; Ms. Tanabe, ~~873~~645 shares; Mr. Vara, ~~873~~645 shares; and Mr. Wo, ~~19,673~~19,445 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. ~~Churchill, 3,542 shares;~~ Huret, ~~21,457~~23,381 shares; Nichols, ~~1,538 shares; Takaki, 380~~3,203 shares; and Wo, ~~14,476~~16,614 shares; and Mmes. Apoliona, ~~2,988~~4,583 shares and Tanabe, ~~9,730~~10,231 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, ~~6,795~~7,144 shares; Dr. Chun, ~~2,282~~2,286 shares; Mr. Churchill, ~~3,400 shares; Mr. Stein, 3,000~~3,025 shares; Mr. Wo, ~~9,972~~10,274 shares; Mr. Lucien, 5,500 shares; Mr. Hamano, ~~551~~580 shares; Mr. Rossi, 37,470 shares; Ms. Sellers, 43,940 shares; and ~~Ms. Sellers, 52,299~~Mr. Shigemura, 19,011 shares.


(6)	Includes 500 shares held in an Individual Retirement Account.


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


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

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Company and the Board have adopted Corporate Governance Guidelines (“Governance Guidelines”). The Governance Guidelines are posted on the Investor Relations page of the Company's website at www.boh.com. The Governance Guidelines address director qualification and independence standards, responsibilities of the Board, access to management, independence standards and access to independent advisors, compensation, orientation and continuing education, Board committees, Chief Executive Officer (“CEO”) evaluation, management succession, Code of Business Conduct and Ethics, shareholder communications to the Board and the Board’s annual performance evaluation.

The Company’s leadership structure ~~consists of~~includes both a combined Chairman and CEO and a separate Lead Independent Director. At this time, the Board believes that it is in the best interests of the Company to have a single individual serve as Chairman and CEO to control and implement the short- and long-term strategies of the Company. The Board believes that this joint position provides it with the ability to perform its oversight role over management with the benefit of a management perspective as to the Company’s business strategy and all other aspects of the business. With its Lead Independent Director, this governance structure also provides a form of leadership that allows the Board to function distinct from management, capable of objective judgment regarding management’s performance, and enables the Board to fulfill its duties effectively and efficiently. The Company’s leadership structure promotes the objectivity of the Board’s decisions and its role in reviewing the performance of management. Through its leadership and governance processes the Company ~~has successfully established~~seeks to establish a governance structure that provides both oversight and guidance by the Board to management regarding strategic planning, risk assessment and management, and corporate performance.

The Company’s Lead Independent Director is appointed by the Board and the current Lead Independent Director, Dr. Mary G. F. Bitterman, has served in this position since 1999. The Company’s Governance Guidelines clearly define the Lead Independent Director’s role and duties which include, but are not limited ~~to:~~to, serving as Chairman of the Company’s Nominating & Corporate Governance Committee, presiding over regularly scheduled executive sessions of the non-management directors, serving as a liaison between the non-management directors and executive management, and assisting the Board and executive management to ensure compliance with the Governance Guidelines.

~~Eleven~~The Company's Nominating & Corporate Governance Committee has determined that each of the ~~twelve~~11 current non-management directors, including the Lead Independent Director, are “independent” as defined by the NYSE rules. The non-management directors meet in executive session without management in attendance for regularly scheduled meetings. The non-management directors may also meet in executive session each time the full Board convenes for a meeting. In ~~2015,~~2017, the non-management directors met ~~three~~five times in executive session. The Lead Independent Director also meets regularly on an individual basis with members of the Company’s executive management team.

Director Qualifications and Nomination Process

The Nominating & Corporate Governance Committee is responsible for identifying and assessing all director candidates and recommending nominees to the Board. Potential nominees are evaluated based on their independence, within the meaning of the Governance Guidelines and the rules of the NYSE. Candidates to be nominated as a director, including those submitted by shareholders, are selected based on, among other criteria, their integrity, informed judgment, financial literacy, high performance standards, accomplishments and reputation in the community, experience, skill sets, and ability to commit adequate time to Board and committee matters and to act on behalf of shareholders. The criteria also include a determination of the needs of the Board and of the interplay between each individual’s personal qualities and characteristics and those of the other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders. In addition, Board members are expected to participate in continuing education and training opportunities to stay current on corporate governance, industry trends and issues and to enhance their understanding of the Company’s business.

The objective of the Nominating & Corporate Governance Committee is to present a combination of candidates that will result in a Board with a wide range of skills, expertise, industry knowledge, viewpoints, and backgrounds, with business and community contacts relevant to the Company’s business. To accomplish this, the Nominating & Corporate Governance Committee seeks candidates from different age groups, ethnicities, genders, industries, and experiences, in addition to the criteria described above. The Board includes directors with experience in public corporations, not-for-profit organizations, and entrepreneurial individuals who have successfully run their own private enterprises. The Board also has the broad set of

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skills necessary for providing oversight to a financial institution, which includes proven leadership and expertise in finance, accounting, information technology, risk management, lending, investment management and communications. A shareholder may submit a candidate for consideration by the Board to be included in the Board’s slate of director nominees. Candidates proposed by shareholders will be evaluated by the Nominating & Corporate Governance Committee under the same criteria that are applied to other candidates. The criteria are set forth above and in the Company’s Bylaws and Governance Guidelines. Candidates to be considered for nomination by the Nominating & Corporate Governance Committee at the ~~2017~~2019 Annual Meeting of Shareholders must be presented in writing to the Corporate Secretary on or before November ~~18, 2016~~16, 2018 at 130 Merchant Street, Honolulu, Hawaii 96813.

Director Experience, Tenure and Refreshment

The Board maintains a unique balance of experience, tenure, diversity, cultural and local market knowledge and broad subject matter expertise. While our longer-tenured directors carry a wealth of experience and deep understanding of the Company and our industry, the Board embraces the need for fresh perspectives and is committed to continued director refreshment. Since 2009, the Board has added ~~four~~five new directors with targeted and diverse areas of expertise. ~~Commencing with~~In addition to the ~~current proxy season,~~Company's proactive refreshment activities, the Company anticipates that it will experience ~~six~~four director retirements over the next ~~five~~three years as a result of certain directors reaching the mandatory retirement ~~age.~~age of 75. The Board is ~~proactively~~actively engaged in identifying future knowledge requirements and matching those requirements with potential director candidates possessing the desired personality and skill sets. As with the addition of director nominee Victor K. Nichols, matching technology expertise and industry knowledge with that of retiring director Martin A. Stein, the goal is to provide a measured overlap to ensure an orderly transition of existing knowledge and experience.

Likewise, the Board employs a balanced approach to populating Board Committees. This refreshment strategy results in a membership that maintains new and contemporary perspectives, ideas and ~~approaches. An example of this ongoing refreshment strategy is~~approaches, with the ~~2014~~ appointment of ~~director Raymond P. Vara, Jr. (3 year tenure)~~Ms. Moy to the Human Resources & Compensation Committee in February 2017 and the appointment of ~~director Victor K. Nichols (1 year tenure) to~~Mr. Burak as chair of the Audit &and Risk ~~Committee.~~Committee in April, 2017.

Board and Committee Evaluations

The Nominating & Corporate Governance Committee leads and oversees the annual evaluation of the Board and Board committees. The annual evaluation includes an individual director self-assessment and an independent third party hosted survey to determine whether the Board and its committees are functioning effectively. The Nominating & Corporate Governance Committee establishes the evaluation criteria, oversees the evaluation process, ~~and~~ discusses the results with the ~~Board.~~Board, and implements any changes that emerge from the evaluations that the Board deems appropriate to enhance Board effectiveness.

An independent consultant provides assistance with the design of the online survey instrument and administers the survey on behalf of the Nominating & Corporate Governance Committee, thereby assuring anonymity of participant responses through a secure, encrypted website. A written report of total sample data, as well as data for the Board committees, is prepared by the consultant, analyzing the closed-end questions and ~~including~~includes the verbatim comments offered by directors at the close of each section of the survey ~~with a view to enhancing Board effectiveness.~~that may provide recommendations for improvement. The report also tracks current data against results from previous surveys, where comparable.

Majority Voting

The Company's Bylaws and Governance Guidelines provide for majority voting in uncontested elections and a resignation process in the event a director nominee does not obtain a majority of votes cast. The resignation process provides the Board with discretion to accept or reject a tendered resignation if a majority vote is not obtained. If the tendered resignation is not accepted by the Board, the Board shall not nominate such director to stand for re-election at the next annual meeting of shareholders.

Communication with Directors

Shareholders and any interested parties may communicate with the Board, non-management directors, or the Lead Independent Director by sending correspondence c/o the Company’s Corporate Secretary, 130 Merchant Street, Honolulu, Hawaii 96813. All appropriate communications received will be forwarded to the Board, non-management directors or the Lead Independent Director as addressed.

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Code of Business Conduct and Ethics

The Company has earned its reputation as a respected leader in the communities it serves and in the financial services industry by conducting business in an ethical, responsible and professional manner. The Company is proud of the high standards of quality and service that have been its hallmark through the years. These qualities represent fundamental business practices and apply to all directors, officers and employees.

The Company and Board have adopted a Code of Business Conduct and Ethics (the "Code") for directors, executive officers (including ~~its~~the Company's chief executive officer, chief financial officer, chief accounting officer and controller) and employees that is posted on the Investor Relations page of the Company’s website at www.boh.com. The Code addresses the professional, honest and candid conduct required of each director, officer and employee; conflicts of interest, disclosure process, compliance with laws, rules and regulations (including securities trading); corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets; and encourages the reporting of any illegal or unethical behavior. A waiver of any provision of the Code may be made only by the Audit & Risk Committee of the Board and must be promptly disclosed as required by SEC and NYSE rules. The Company will disclose any such waivers, as well as any amendments to the Code, on the Company’s website at www.boh.com.

Policy Prohibiting Hedging and Pledging of Company Stock

The Company's Securities Trading Policy (the "Policy") specifically prohibits directors and employees from hedging the risk associated with the ownership of Bank of Hawaii Corporation's common stock. The Policy also prohibits directors and employees from pledging transactions involving Bank of Hawaii Corporation common stock as collateral, including the use of a traditional margin account with a broker-dealer.

Director Independence

The Board is comprised of a majority of independent directors as defined by the NYSE listing standards. In affirmatively determining that a director is independent of the Company’s management and has no material relationship with the Company, either directly or indirectly as a partner, shareholder, or officer of an organization that has a relationship with the Company, the Board applies the following categorical standards, in addition to such other factors as the Board deems appropriate:

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.

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.

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.

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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.

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~~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.~~

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.

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).

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).

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.

For purposes of these independence standards, an “immediate family member” includes the director’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares the director’s home.

The following 10 director nominees standing for re-election have been determined by the Board to be independent: Messrs. Burak, ~~Chun,~~ Churchill, Huret, Nichols, Vara, and Wo, and Mmes. Apoliona, Bitterman, Moy, and Tanabe, and accordingly, the Board has a majority of independent directors as defined by the listing standards of the NYSE and the Governance Guidelines. All of the committees are composed entirely of independent directors who also meet applicable committee independence standards. Mr. Ho is the Chairman, CEO and President of the Company and is therefore not ~~independent,~~independent. Mr. Lucien is the ~~CFO~~Vice Chair and Chief Strategy Officer of the Company and is therefore not independent.

Human Resources & Compensation Committee Interlocks and Insider Participation

No member of the Human Resources & Compensation Committee during fiscal year ~~2015~~2017 served as an officer, former officer, or employee of the Company or had a relationship that was required to be disclosed under “Certain Relationships and Related Transactions.” Further, during ~~2015,~~2017, no executive officer of the Company served as:

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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~~Corporate~~Environmental, Social and ~~Environmental~~Governance Responsibility

Our corporate responsibility efforts include the economic, social and environmental choices Bank of Hawaii ~~has a strong tradition~~makes as an enterprise. These choices affect the lives of ~~helping~~ the bank’s shareholders, customers and employees, and their respective communities. Bank of Hawaii is committed to strengthening the communities it serves through its investments, charitable contributions and community service, and recognizes that a commitment to economic, social and environmental responsibility is an integral element to the ~~Company's~~Company’s success. ~~The economic, social and environmental choices~~In recognition of its efforts, Bank of Hawaii ~~makes as an enterprise affect~~has been the ~~lives~~recipient of ~~our shareholders, customers and employees, and their respective communities. The following are examples of Bank of Hawaii's commitment to strengthening~~ the ~~communities it serves through its investments, charitable contributions and community service.~~Financial Services Roundtable’s Corporate Social Responsibility Leadership Award for the past seven years.

~~Economic Involvement~~

Environmental Contributions

•~~Affordable Housing~~Supporting Renewable Resources: ~~In 2015,~~ Bank of Hawaii ~~continued~~continues its program to ~~support our community’s need for more affordable~~improve and ~~workforce housing units~~conserve the energy profile of its facilities and branches. In the past few years, branches on Oahu, Maui and the Big Island, as well as its corporate headquarters and other main facilities, have been upgraded with roof-mounted photovoltaic solar panels reducing the utility-provided energy consumption by 15 percent. Bank of Hawaii is committed to installing similar systems at all newly constructed branches, where possible, including the new Manoa and Pearlridge branches on Oahu. These two branches alone, which re-opened in December and January respectively, will have 128 PV panels, providing bridge, construction and permanent financing and investing in low-income tax credit housing project developments. As a result, the bank helped to develop 324 affordable rental units, 75 of which were for seniors, 139 affordable for-sale units and 445 for-sale workforce units. The bank also financed leasehold to fee-simple conversions for 200 workforce housing unit owners.an estimated 66,000 kwh savings per year.

•~~Supporting Small Businesses~~Innovative Designs: All new and renovated branches, as well as renovated floors within the corporate headquarters are being designed with LED lighting and programmable controls, high efficiency HVAC controls and VAV air distribution systems. The new branches make more efficient use of space with increased customer support through innovative cash recycling machines at the tellers, use of portable computing platforms to allow the tellers to reach out directly with customers and reduce long waiting lines, upgraded ATMs that allow direct deposit of cash and checks along with simplified transaction handling. Staff lunch rooms are being outfitted with point-of-use hot water dispensers to replace water heaters, microwave ovens to replace stoves and cook-tops, as well as large-screen LED monitors that allow for remote, online meetings and training sessions, which reduce staff travel and down-time.

•Reducing Paper Usage: Reducing the amount of paper in the workflow process is a recent high-priority program within the organization as we strive to optimally operate and function in the 21^st century electronic and digital based environment. As part of an overall “office transformation” initiative, we anticipate this sustainability effort will have both efficiency and cost-reduction benefits.

Social Contributions

•Supporting the “Unbanked” and “Underbanked:” Launched in April 2015, Bank of Hawaii ~~supports businesses both large and small. In 2015,~~was the first local bank ~~was honored with~~to offer an alternative to traditional checking accounts in the ~~U.S. Small Business Administration’s Lender~~state of ~~the Year Award for Category 1, which includes financial institutions with assets in excess of $9.0 billion.~~Hawaii. EASE by Bank of Hawaii combines convenience and access, is FDIC insured and is among the lowest-fee bank accounts in the U.S. With no checks to bounce, customers do not incur overdraft fees. Customers are also given a free Visa debit card and free access to 387 Bank of Hawaii ATMs, do not have direct deposit requirements or monthly service fees for online statements, and are allowed an initial opening balance of $25. They also receive free 24/7 Bankoh by Phone, mobile banking and eBankoh online banking. We continue to see strong demand for our EASE product, and are glad to meet the needs of all our customers.

•Outstanding Commitment to Community Support: Bank of Hawaii, its Foundation and employees contributed approximately $2.8 million to community and philanthropic causes in 2017. In addition, Bank of Hawaii employees recorded more than 16,100 volunteer hours and participated in 359 community events during the course of the year.

•HIKI NÔ: Bank of Hawaii Foundation continued its support of PBS Hawaii’s HIKI NÔ, the groundbreaking student news program and statewide digital media learning initiative, in 2017. Since the inception of the program in 2011, Bank of Hawaii Foundation has provided ~~50 loans~~$600,000 in grants, recognizing HIKI NO’s potential to help close the achievement gap in schools and equip students for the future workforce. Middle and high school students participate in HIKI NO from more than 80 public, private and charter schools to tell the stories of their diverse communities.

•Ongoing Employee Recognition and Support: Continuing its ongoing efforts to provide employees with enhanced recognition and benefits, Bank of Hawaii was the first local bank to share with its non-senior officer employees the benefits of the Tax Cuts and Jobs Act of 2017 by paying a one-time $1,000 cash bonus on December 28, 2017 and increasing its minimum hourly rate of pay from $12 to $15 per hour, effective January 1, 2018.

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•Employees’ Children Scholarship Fund: For the 2017-2018 academic year, Bank of Hawaii Foundation supported 30 college scholarships totaling ~~$11.7 million in~~$105,000 for children and grandchildren of Bank of Hawaii ~~Guam~~employees. BOH Foundation provides funding to Hawaii Community Foundation, which administers the scholarships. Since 2014, Bank of Hawaii Foundation has provided $435,000 to fund 123 college scholarships.

•College Assistance Program: Education is a catalyst that enables employees to shape their mind and spirit. In 2016, Bank of Hawaii launched its College Assistance Program (CAP) to give employees who are striving to obtain their first four-year bachelor’s degree access to a college education and tuition reimbursement. This program provides a unique opportunity for employees to earn their bachelor’s degree through Chaminade University of Honolulu’s Professional and Continuing Education (PACE) online program. PACE offers employees the convenience and flexibility to study where and when it’s most comfortable for them and the ~~Mariana Islands. The bank received this award~~option to choose from a variety of select majors, whether or not they relate to their current job. We started with three participants in the inaugural term of October 2016. One year later, October 2017, we are at a record-high of 29 participants. CAP is the newest addition to the bank’s other types of educational assistance programs, which include the Tuition Assistance Program (TAP), Professional Education Program (PEP) and Professional Certification Program (PCERT).

•Bank of Hawaii Family Sundays: Since 2004, Bank of Hawaii has sponsored a free, once-a-month program of art activities, entertainment and films for ~~11 out~~the whole family at the Honolulu Museum of Art. This year, the monthly event, called Bankoh Family Sundays, drew more than 23,000 attendees supported by over 100 employee volunteers.

•Hawaii Book & Music Festival: Presented by Bank of Hawaii for the past ~~13 years.~~12 years, this weekend of award-winning authors, live entertainment and performances for all ages is free and open to the public. Approximately 32,000 people attended the event in 2017. The festival honors cultural arts and promotes literacy. An event highlight is the Bank of Hawaii Book Swap, where approximately 4,500 books were available, with more than 1,000 being donated by BOH employees.

Financial Education

•SmartMoney Seminars: Presented as a free public service (open to customers and noncustomers), these financial education seminars cover a variety of financial topics, such as the purchase of a first home and how to save and invest. This year, 6052 seminars were held at Bank of Hawaii branches, schools and community organizations in Hawaii, Guam, Saipan and Palau. ~~In total,~~Bank volunteers led these seminars for more than ~~800~~500 participants. Bank of Hawaii has offered SmartMoney Seminars for the past ~~seven~~nine years.

•Educating Students: Each year, Bank of Hawaii employee volunteers visit elementary, middle and high schools to teach students financial literacy. ~~For~~The final report on the ~~19th annual “Teach Children to Save” initiative, 150~~FDIC Youth Savings two-year pilot study was published and highlighted Bank of Hawaii ~~volunteers reached out to more than 4,000 students.~~for eight best practices. For ~~the 13th annual “Get Smart About Credit Day,”~~example, Bank of Hawaii ~~volunteers taught more than 2,000 teens. Bank~~organized a career day and a bank visit at its main office for students of ~~Hawaii has also partnered with University of Hawaii on a GEAR UP (Gaining Early Awareness~~Waianae and ~~Readiness for Undergraduate Programs) grant since 2010 to increase higher education matriculation from~~Nanakuli high schools, two Title I ~~Schools~~schools. For the bank visit, the bank selected staff members who either graduated from the high school, or who served or lived in ~~Hawaii. The bank’s partnership with Hawaii P-20 has encouraged successful reform in those schools as well. Due in part~~the community to provide financial education to the ~~bank’s regular participation~~high school students. We also continue to provide Junior Achievement with volunteers in Hawaii and in Guam. Additionally, our bankers engaged in financial education initiatives under the American Bankers Association’s Teach Children to Save ~~and~~Day as well as Get Smart About Credit ~~events, a recent report shows Hawaii as one of three states with the highest aggregate gains on the National Assessment of Educational Progress (NAEP) between 2005~~Day: 363 employees volunteered for Teach Children to Save Day in April, 115 employees volunteered for Get Smart About Credit Day in October and ~~2013.~~

•~~Educating Seniors~~: Public outreach efforts were conducted specifically aimed at helping seniors protect themselves against financial exploitation. Seminars and print materials were prepared in cooperation with the Better Business Bureau, University of Hawaii and Hawaii Partnership Against Fraud.228 employees volunteered for Junior Achievement.

•Volunteer Income Tax Assistance: Bank of Hawaii is proud to be able to provide the largest number of volunteers to both Goodwill Industries of Hawaii’s and Legal Aid Society of Hawaii’s VITA program. ~~In 2015, 23~~This year the bank helped 469 families receive $567,671 in federal tax refunds (not including saving the tax preparation fee and state income tax refund). This year’s volunteers helped the most families and generated the largest aggregate refund since 2010. We offered “pop-up tax refund clinics” in four branches once again this year: Main Branch, Waialae-Kahala Branch, Kalihi Branch and Waiakamilo Branch. These sites helped 54 families with over $59,000 in federal tax refunds. Over the past six years, 2,106 families have received over $2.7 million in tax refunds due to the efforts of BOH volunteers.

•Laumaka Work Furlough Program: Bank of Hawaii’s Commercial Banking Division and the Waiakamilo Branch have been important participants in the Laumaka Work Furlough Program. The bank’s role is to open savings accounts for those in the correctional system who are nearing their release date and have received permission to live outside of the ~~bank’s IRS-certified employees volunteered income tax assistance~~correctional facility. The bank opens up savings accounts and assists with automatic deposits and payments, in addition to working with the Department of Public Safety staff in monitoring what payments can be made from these accounts.

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Ten bankers have given substantial time to support a program that has an important role in reducing the recidivism rate from 50 percent to 5 percent for low- and moderate- income families and individuals. Volunteers helped to maximize recipients’ tax refunds. Bank of Hawaii volunteers prepared 319 tax returns, free of charge, resulting in approximately $331,000 in refunds.those inmates who are released directly from the correctional system.

•Assisting Foster Teens: Bank of Hawaii has partnered with nonprofit EPIC ‘Ohana’s Hawaii Youth Opportunities Initiative since 2010 to offer financial education to foster teens. Through this program, teens are able to open matched savings accounts, where each dollar saved is matched up to $1,000 annually, and may be withdrawn between the ages of 14 to 26. This ~~year, Bank of Hawaii mentored approximately 350 teens, and opened 78 youth savings accounts for foster youth transitioning out of the state’s foster care system. This~~ has enabled ~~teens~~these young people to make ~~120~~ purchases ~~totaling nearly $174,629,~~ primarily to pay for college education, housing and transportation.

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~~Social Contributions~~

•~~Supporting~~ Since 2010, the ~~“Unbanked” and “Underbanked”~~ Opportunity Passport Program using Bank of Hawaii ~~was the first local bank to offer an alternative to traditional checking~~IDA savings accounts in the state of Hawaii. Launched in 2015, EASE by Bank of Hawaii combines convenience and access, is FDIC insured and is among the lowest-fee bank accounts in the U.S. Customers do not incur overdraft fees, and there are no checks to bounce. Customers are also given a free Visa debit card and free access to more than 450 Bank of Hawaii ATMs, do not have direct deposit requirements or monthly service feeshas facilitated 669 transactions totaling $888,000 for ~~online statements, and may open an account with a minimum initial opening balance of $25. They also receive free 24/7 Bankoh by Phone, mobile banking and eBankoh online banking.~~former foster youth.

•~~Outstanding Commitment to Community Support:~~Mentoring YMCA College Camp and Middle School Students: Starting with the 2016-2017 academic year, Bank of Hawaii ~~its Foundation~~partnered with the Nu‘uanu YMCA and ~~employees contributed more~~University of Hawai'i students from the Atherton YMCA’s College Camp, to launch the Central Middle School Mentoring Program to steer youth onto a successful educational journey. More than ~~$2.7 million to community and philanthropic causes in 2015. In addition,~~20 Bank of Hawaii employees, ~~recorded more than 11,200 volunteer hours and participated in 124 community events during the course of the year.~~

•~~HIKI NŌ:~~ Supporting the nation’s first statewide student news network, Bank of Hawaii Foundation continued its support of PBS Hawaii’s HIKI NŌ program with a $100,000 donation in 2015. This is in addition to $300,000 given to the program since 2011. HIKI NŌ is the first and only student news show with a statewide network of schools. Students from 80 participating public, private and charter high schools and middle schools work with teachers and mentors to create news and feature stories that are shared with Hawaii and the world.

•~~Employee Scholarship Fund:~~ ~~In its second year, Bank of Hawaii Foundation awarded 32 scholarships totaling $112,000 to children and grandchildren of Bank of Hawaii employees.~~

•~~Bank of Hawaii Family Sundays~~: Since 2004, Bank of Hawaii has sponsored a free, once-a-month program of art activities, entertainment and films for the whole family at the Honolulu Museum of Art. This year, the monthly event drew more than 20,000 attendees supported by over 100 employee volunteers.

•~~Hawaii Book & Music Festival~~: Presented by Bank of Hawaii for the past 10 years, this weekend of award-winning authors, live entertainment and performances for all ages is free and open to the public. Approximately 30,000 people attended the event in 2015. The festival honors cultural arts and promotes literacy. An event highlight is the Bank of Hawaii Book Swap, where approximately 4,000 books were available, with more than 1,000 being donated by BOH employees.

~~Environmental Contributions~~

•~~Supporting Renewable Resources:~~ ~~Bank of Hawaii continues to support the use of renewable energy. To date, there are photovoltaic panels installed at more than 12 branches~~ along with ~~the downtown tower office building. Installation~~several graduates of ~~photovoltaic units at the bank’s~~The YMCA College Camp, volunteered to mentor 12 middle school students from Central Processing Facility building was completed this year, and will generate 516,000 kwh and an estimated annual savings of $185,000 in utility costs. The bank’s HVAC units and lighting retrofits are being replaced by energy efficient units to reduce electricity usage.Middle School. Bank of Hawaii also ~~has several waste reduction programs~~participated in mentoring sessions on financial education, and University of Hawai'i students met with the mentees monthly until they were promoted from the program in May 2017. The bank also provided 12 volunteers, who provided financial education to ~~recycle office paper, newspaper, cardboard~~the most recent Atherton YMCA College Camp from Waianae and ~~electronic office equipment. In addition, bank furniture is redeployed throughout the branches and bank buildings, or given to various non-profit organizations.~~Nanakuli High Schools.

Economic Involvement

•~~Cultural Preservation~~Affordable Housing: We continue to partner with ~~Polynesian Voyaging Society:~~ ~~Bank of~~developers to finance affordable and workforce housing options in Hawaii ~~has provided substantial donations~~ and ~~other resources to~~ the ~~Polynesian Voyaging Society,~~Western Pacific, including housing options for senior citizens. Almost 700 affordable housing units in support of Hōkūle‘a’s trip around the world. Hōkūle‘a, the Society’s Hawaiian voyaging canoe, has a mission to establish global relationships, reawaken cultural learning, promote sustainability and encourage experiential, community-based education for students of all ages.2017 commenced or completed construction in 2017.

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Oversight of Risk

The Company's governance, including policies, standards and procedures, has been developed with the goal of ensuring that business decisions and the execution of business processes are in compliance with legal and regulatory requirements.

Authority for accepting risk exposures on behalf of the Company originates from the Board. In turn, that authority is delegated through the Board-appointed Managing Committee, chaired by the CEO and comprised of executive management, and its subcommittees, including the Risk Council. The Risk Council, chaired by the Chief Risk Officer, provides the Managing Committee with a forum for the review and communication of both specific and company-wide risk issues, and serves to enhance collaboration among all areas of the Company that create and manage risk, while reinforcing executive management’s responsibility for ensuring risk is managed within established tolerances.

Risk management at the Company is the process for identifying, measuring, controlling and monitoring risk across the enterprise given its business as a financial institution and financial intermediary. Risk management crosses all functions and employees and is embedded in all aspects of planning and performance measurement. The Company’s systems, information and timely reporting are designed to enable the organization to quickly adapt to early warning signs.

The Board is responsible for oversight of the Company’s enterprise risk framework. The Board implements its risk oversight function both as a whole and through delegation to various committees. ~~Management of cyber security risks is the responsibility of the full Board.~~ The Board has delegated to the Audit & Risk Committee primary responsibility for overseeing financial, credit, investment and operational risk exposures including regulatory and legal risk; to the Fiduciary and Investment Management Committee, comprised of five board members, primary responsibility for oversight of fiduciary and investment risk of client accounts; and to the Human Resources & Compensation Committee primary responsibility for oversight of risk related to management and staff. These committees report to the full Board to ensure the Company’s overall risk exposures are understood, including risk interrelationships. The Board also oversees reputational risk.

Risk reports are provided and discussed at every committee and Board meeting. In addition to detailed reports, the Board reviews an Enterprise Risk Position report that reflects key risk measures and trends across the Company. Key managers responsible for risk management (the Chief Risk Officer, the Treasurer, the Chief Compliance Officer, the General Counsel, and the Chief Fiduciary Officer) regularly provide updates at the respective committee and Board meetings. In support of the Board’s risk oversight role and to ensure that potential problems are surfaced, the Audit & Risk Committee directly oversees the Company’s Internal Audit and Credit Review functions.

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Cybersecurity and Information Security Risk Oversight

Management of cybersecurity risks is the responsibility of the full Board. In 2017, the Company, the Board, and the Audit & Risk Committee continued to strengthen the management and oversight of cyber security risk through new security system enhancements, policies, testing, identification and reporting. The Company continued its program of third party penetration testing and ongoing analysis to identify potential vulnerabilities and need for system enhancements.

The Board devotes significant time and attention to oversight of cybersecurity and information security risk, and benefits from the technical expertise of certain of its members. In particular, the Board and Audit and Risk Committee, each receives regular reporting on cybersecurity and information security risk. At least quarterly, the Audit and Risk Committee receives an operational risk update that includes a review of cybersecurity and information security risks. Our Audit & Risk Committee also annually reviews and approves our Information Security Policy. The Board frequently receives presentations on and discusses cybersecurity and information security risks, industry trends and best practices.

Compensation Policies and Risk

The Board’s risk oversight responsibility includes the implementation of compensation programs that do not encourage or incentivize excessive risk ~~taking.~~taking or inappropriate conduct. The Human Resources & Compensation Committee is responsible for establishing and reviewing the Company’s executive compensation programs, as well as the compensation programs for employees generally, and ensuring that the programs do not encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the ~~Company.~~Company and its customers.

~~In 2015, the~~The Company, ~~completed a~~in addition to its annual comprehensive ~~annual~~ review, ~~of its policies and incentive plans. This review confirmed that these policies and plans encourage behavior that is within~~receives ongoing reporting relating to the Company's ~~risk tolerance, are compatible~~incentive plans' design, performance, payouts and customer impact, with ~~effective controls~~oversight by and ~~risk management~~reporting to the Board, Audit and ~~are supported by strong corporate governance,~~Risk Committee and Human Resources & Compensation Committee. This reporting includes an analysis of potential "red flag" indicators including ~~a risk~~the existence, nature and ~~control monitoring process which is embedded~~extent of any customer complaints, regulatory complaints, legal actions, employee feedback and payout results to determine if the incentive plan design or implementation resulted in ~~its quarterly performance review process. The review further confirmed that no individual~~ employee wrongdoing or ~~groups of employees' incentive plans encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company.~~customer abuse.

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BOARD COMMITTEES AND MEETINGS

The Board met 10 times during ~~2015.~~2017. The Board’s policy is that directors should make every effort to regularly attend meetings of the Board and committees on which they serve and the Company’s annual ~~shareholder meeting.~~meeting of shareholders. Each director attended at least 75% of the meetings of the Board and 75% of the committee meetings on which he or she served in ~~2015.~~2017. All of the Company’s directors attended the ~~2015~~2017 Annual Meeting of Shareholders.

Board Committees

The Board has three standing committees: the Audit & Risk Committee, the Human Resources & Compensation Committee, and the Nominating & Corporate Governance Committee. The charters for the respective Board committees are posted in the Investor Relations section of the Company’s website at www.boh.com.

The Board has affirmatively determined that all of the members of the Audit & Risk, Human Resources & Compensation, and Nominating & Corporate Governance Committees (collectively the “Board Committees”) meet the independence standards of the NYSE and the Company’s Governance Guidelines. The Board Committees’ charters require that each committee perform an annual evaluation of its performance and assess the adequacy of its charter. Each committee has the authority to retain consultants and advisors to assist it in its duties, including the sole authority for the retention, termination and negotiation of the terms and conditions of the engagement.

Below are the members of each current standing committee.



Audit & Risk	Human Resources & Compensation	Nominating & Corporate Governance
Mary G. F. Bitterman	Mary G. F. Bitterman	S. Haunani Apoliona
Mark A. Burak *	~~Barbara J. Tanabe~~Alicia E. Moy	Mary G. F. Bitterman*
Clinton R. Churchill*Churchill	Robert W. Wo *Barbara J. Tanabe	Mark A. Burak
Robert Huret **	~~Raymond P. Vara, Jr.~~Robert W. Wo *	Michael J. ~~Chun~~Chun***
Victor K. Nichols	Raymond P. Vara, Jr.	Clinton R. Churchill
Martin A. Stein ***		~~Robert Huret~~
Raymond P. Vara, Jr.		~~Victor K. Nichols~~Robert Huret
		Martin A. Stein ***Alicia E. Moy
		Victor K. Nichols
		Barbara J. Tanabe
		Raymond P. Vara, Jr.
		Robert W. Wo


*			Committee Chairman


**			Committee Vice Chairman


***			Not standing for re-election in April ~~2016~~2018

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Audit & Risk Committee: 67 Meetings in ~~2015~~2017

The Audit & Risk Committee operates under and annually reviews a charter that has been adopted by the Board. The Audit & Risk Committee’s duties include assisting the Board in its oversight of the following areas of the Company: regulatory and financial accounting, reporting and credit risk management; compliance with legal and regulatory requirements; the independent registered public accounting firm’s qualifications and independence; and the performance of the Company’s internal audit function and independent registered public accounting firm. The Audit & Risk Committee also provides oversight of management’s activities with respect to capital management and liquidity planning, including dividends and share repurchases, and overall interest rate risk management. In addition, the Audit & Risk Committee meets in private session at the conclusion of every regularly scheduled meeting to provide a confidential forum for identification and discussion of issues of importance to the Company. The Audit & Risk Committee also meets with non-member directors on a regularly scheduled basis to brief them on the content and issues discussed at the previous meeting.

The Board has determined that Messrs. Burak, Huret, Nichols, and Vara meet the definition of “financial expert” within the meaning of the SEC regulations adopted under the Sarbanes-Oxley Act of 2002. The Board has determined that all Audit & Risk Committee members meet the NYSE standard of financial literacy and have accounting or related financial management expertise. In addition, the Board has determined that Messrs. Burak, Huret and Nichols meet the definition of "risk expert" under the Federal Reserve Bank rules implementing Section 16 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and 12 CFR 252.22(d)(1).

The Audit & Risk Committee has adopted policies and procedures governing the following: pre-approval of audit and non-audit services; the receipt and treatment of complaints regarding accounting, internal controls, or auditing matters and the confidential, anonymous submission of information by employees of the Company regarding questionable accounting or audit matters; and restrictions on the Company’s hiring of certain employees of the independent registered public accounting firm. The Audit & Risk Committee is also responsible for reviewing Company transactions involving a director or executive officer. The Audit & Risk Committee Report is located on page ~~54.~~64.

Human Resources & Compensation Committee: 810 Meetings in ~~2015~~2017

The Human Resources & Compensation Committee's duties are set forth in its charter, and include responsibility for compensation levels of directors and members of executive management and reviewing the performance of executive management. The Human Resources & Compensation Committee reviews and approves goals ~~for incentive~~and objectives relevant to CEO compensation, ~~plans and stock plans,~~ and evaluates performance against those goals. It is also their responsibility to review the Company's long-term and short-term incentive compensation plans, equity-based plans, and deferred compensation programs. The Human Resources & Compensation Committee also reviews management development and training programs as well as succession planning for senior and executive management. The Human Resources & Compensation Committee charter allows for the delegation of its duties to its own subcommittee as long as such delegation is in compliance with all applicable laws, rules, and listing standards. The CEO ~~in consultation with the Director of Human Resources,~~ makes recommendations with respect to non-CEO executive officer compensation. The Human Resources & Compensation Committee Report is located on page ~~24.~~28.

Nominating & Corporate Governance Committee: 78 Meetings in ~~2015~~2017

The Nominating & Corporate Governance Committee's duties are set forth in its charter and include reviewing the qualifications of all Board candidates and recommending qualified candidates for membership on the Board and the oversight of director continuing education opportunities. The Nominating & Corporate Governance Committee reviews the Board’s organization, procedures and committees and makes recommendations concerning the size and composition of the Board and its committees. The Nominating & Corporate Governance Committee makes recommendations to the Board regarding standards for determining non-management director independence and reviews the qualifications and independence of the members of the Board and its committees. The Nominating & Corporate Governance Committee also reviews and evaluates the Company’s compliance with corporate governance requirements and leads and oversees the Board and its committees’ annual performance evaluations. Further information regarding the responsibilities performed by the Nominating & Corporate Governance Committee and the Company’s corporate governance is provided in the committee charter and the Governance Guidelines.

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DIRECTOR COMPENSATION

Retainer Fees

In ~~2015,~~2017, based on analyses completed by Veritas Executive Compensation Consultants, LLC ("Veritas"), the Board's independent executive compensation consultant, the Board approved the following retainer fees, which remain unchanged from the previous 12-month period:

•An annual retainer for service on the Board in the amount of $42,500;

•An additional annual retainer for the Lead Independent Director in the amount of $15,000;

An annual retainer for Audit & Risk Committee members in the amount of $13,000, an annual retainer for the Chairman of the Audit & Risk Committee in the amount of $20,000, and an annual retainer for the Vice Chairman of the Audit & Risk Committee in the amount of $15,000; and

An annual retainer for Human Resources & Compensation Committee members in the amount of $11,250 and an annual retainer for the Chairman of the Human Resources & Compensation Committee in the amount of $19,250.

In addition to these standing committees, the Board has other committees for which directors received fees in ~~2015.~~2017. Ms. Apoliona and Mr. ~~Takaki~~Chun are members of the Board-appointed Benefit Plans Committee (“BPC”), and Mmes. Apoliona and Tanabe and Messrs. Chun ~~Takaki,~~ and Wo are members of the Fiduciary Investment Management Committee (“FIMC”). In ~~2015,~~2017, the FIMC chairman's (Ms. Tanabe) annual retainer was $12,500 and annual retainer fees for the FIMC and BPC members were $7,500 and $5,000, respectively. The Directors are reimbursed for Board-related travel expenses, and directors who reside principally on the U.S. mainland receive an additional $5,000 annually to compensate them for travel time. Messrs. Stein and Takaki have reached retirement age and are not standing for re-election to the Board. As such, Mr. Stein will no longer be serving as a member of the Audit & Risk Committee and Mr. Takaki will no longer be serving as a member of BPC or FIMC after retirement.

Director Stock Plan

The shareholders approved the 2015 Director Stock Compensation Plan (the “Director Stock Plan”) at ~~last year's~~the 2015 annual meeting. The purpose of the Director Stock Plan is to advance the interests of the Company by encouraging and enabling eligible non-employee members of the Board to acquire and retain throughout each member's tenure as director a proprietary interest in the Company by owning shares of Bank of Hawaii Corporation common stock. The Director Stock Plan allows for the granting of stock options, restricted common stock, and restricted stock units. Under the Director Stock Plan, the Board has the flexibility to set the form and terms of awards. In ~~2015~~2017, each of the 1211 non-employee Board members was given a stock award of ~~873~~645 shares of restricted common stock (“Restricted Shares”) with a vesting date of April ~~22, 2016.~~20, 2018. In ~~2015~~2017, no stock options or restricted stock units were granted under the Director Stock Plan.

Directors' Deferred Compensation Plan

The Company maintains the Directors' Deferred Compensation Plan (the “Directors’ Deferred Plan”), under which aeach non-employee director may participate and elect to defer the payment of all of his/her annual Board and committee retainer fees, or all of his/her annual Board retainer fees, or all of his/her annual committee retainer fees. At the director's choice, deferred amounts under the Directors' Deferred Plan may be payable: 1) beginning on the first day of the first month after the participating director ceases to be a director of the Company; or 2) on an anniversary date of the director's choosing after the director ceases to be a director; or 3) a date specified by the director (which may include a date prior to the date a director ceases to be a director). Deferred amounts are paid to the participant in a lump sum or in equal annual installments over such period of years (not exceeding 10 years) as the participant elects at the time of deferral. If a participant dies, all deferred and previously unpaid amounts will be paid in a lump sum to the participant's beneficiary on the second day of the calendar year following the year of death. A participant's deferred amounts are adjusted for appreciation or depreciation in value based on hypothetical investments in one or more mutual funds or in shares of Bank of Hawaii Corporation common stock, as may be directed by the participant. The Company's obligations under the Directors' Deferred Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plan. The assets of the trust are at all times subject to the claims of the Company's general creditors.

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Director Stock Ownership Guidelines

The Board believes it is important to support an ownership culture for the Company's directors, employees and shareholders. To ensure that linkage to shareholders occurs among the fiduciaries of the Company each non-management director is required to own a minimum amount of five times his or her annual cash retainer in Bank of Hawaii Corporation

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common stock. Directors are given five years from first joining the Board to achieve guideline levels of ownership. ~~Eight~~Nine of the ten non-management directors standing for re-election have satisfied the ownership guidelines. ~~The two recently elected directors are~~Director Alicia E. Moy, who joined the Board in 2017, is expected to satisfy the ownership guidelines within the required five-year period.

Director Compensation

The following table presents, for the year ended December 31, ~~2015,~~2017, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during ~~2015.~~2017.

DIRECTOR COMPENSATION TABLE


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
S. Haunani Apoliona	55,000	52,528	—	—	—	—	107,528	55,000	52,555	—	—	—	—	107,555
Mary G. F. Bitterman	86,750	52,528	—	—	—	—	139,278	86,750	52,555	—	—	—	—	139,305
Mark A. Burak	55,500	52,528	—	—	—	—	108,028	60,750	52,555	—	—	—	—	113,305
Michael J. Chun	50,000	52,528	—	—	—	—	102,528	55,000	52,555	—	—	—	—	107,555
Clinton R. Churchill	62,500	52,528	—	—	—	—	115,028	59,000	52,555	—	—	—	—	111,555
David A. Heenan	13,438	—	—	—	—	—	13,438
Robert Huret	62,500	52,528	—	—	—	—	115,028	62,500	52,555	—	—	—	—	115,055
Alicia E. Moy								49,272	61,304	—	—	—	—	110,576
Victor K. Nichols	60,500	52,528	—	—	—	—	113,028	60,500	52,555	—	—	—	—	113,055
Martin A. Stein	60,500	52,528	—	—	—	—	113,028
Donald M. Takaki	55,000	52,528	—	—	—	—	107,528
Barbara J. Tanabe	66,250	52,528	—	—	—	—	118,778	66,250	52,555	—	—	—	—	118,805
Raymond P. Vara, Jr.	66,750	52,528	—	—	—	—	119,278	66,750	52,555	—	—	—	—	119,305
Robert W. Wo	69,250	52,528	—	—	—	—	121,778	69,250	52,555	—	—	—	—	121,805


(1)	~~Mmes.~~Ms. Apoliona and ~~Tanabe and~~ Messrs. ~~Heenan (retired in April),~~ Huret, Nichols, and Wo elected to defer all of their respective fees earned in ~~2015. Mr. Takaki elected to defer only his Board retainer fees in 2015.~~2017.

(2)

The amounts in this column reflect the fair value of the restricted stock on the dates of grant. On February 24, 2017, the Company elected Ms. Moy to the board to serve the remainder of the unexpired term from February to April 2017 and issued a grant of 103 shares of restricted common stock to Ms. Moy for her service on the board, which had an aggregate fair value $8,749 based on the closing price of $84.94 on the date of grant. Ms. Moy's 103 shares vested on April 21, 2017. On April ~~24, 2015~~28, 2017, the Company issued grants of ~~873~~645 shares of restricted common stock to each of the non-management directors, having an aggregate fair value of ~~$52,528~~$52,555 based on the closing price of the Company's common stock of ~~$60.17~~$81.48 on the date of the grant; 100% of the grant will vest on April ~~22, 2016.~~20, 2018. As of December 31, ~~2015,~~2017, 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, ~~2,673~~2,568 shares; Dr. Bitterman, ~~873~~645 shares; Mr. Burak, ~~873~~645 shares; Dr. Chun, ~~2,673~~2,445 shares; Mr. Churchill, ~~2,673~~2,445 shares; Mr. Huret, ~~873~~645 shares; Ms. Moy, 645 shares; Mr. Nichols, ~~873 shares; Mr. Stein, 873 shares; Mr. Takaki, 2,673~~645 shares; Ms. Tanabe, ~~873~~645 shares; Mr. Vara, ~~873~~645 shares; and Mr. Wo, ~~2,673~~2,445 shares.

(3)

No option awards were granted in ~~2015.~~2017. As of December 31, ~~2015, each~~2017, no director had outstanding options to purchase ~~the indicated number of~~ shares of the Company's common stock: Ms. Apoliona, 2,191; Dr. Bitterman, 2,191; Mr. Burak, 0; Dr. Chun, 2,191; Mr. Churchill, 2,191; Mr. Huret, 2,191; Mr. Nichols, 0; Mr. Stein, 2,191; Mr. Takaki, 0; Ms. Tanabe, 2,191; Mr. Vara, 0; and Mr. Wo, 0.stock.

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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Act provides shareholders the opportunity to vote, on an advisory (non-binding) basis, to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules.

As an advisory vote, this proposal is not binding upon the Company. However, the Human Resources & Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders and considers the outcome of the vote when making future compensation decisions for its executive officers. The Company currently conducts annual advisory votes on executive compensation. The Company’s shareholders approved its executive compensation at the ~~2015~~2017 Annual Meeting of Shareholders.

As described in the Compensation Discussion and Analysis, the primary focus of the Company's executive compensation programs is to encourage and reward behavior that the Board believes will promote sustainable growth in shareholder value. Our executive compensation programs are intended to balance risk and reward in relation to the Company’s overall business strategy and further align management’s interests with shareholders’ interests. The Company’s commitment to a performance culture is reflected in its strong financial performance in recent years. Accordingly, the Board of Directors recommends that shareholders approve the executive compensation programs by approving the following advisory resolution:

RESOLVED, that the shareholders of Bank of Hawaii Corporation approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the Company’s ~~2016~~2018 proxy statement pursuant to the compensation disclosure rules of the SEC, which disclosure includes the Compensation Discussion and Analysis section, the compensation tables, and the accompanying footnotes in this proxy statement.

The Board of Directors recommends a vote “FOR” the foregoing proposal.

HUMAN RESOURCES & COMPENSATION COMMITTEE REPORT

The Human Resources & Compensation Committee, composed entirely of independent directors in accordance with the applicable laws, regulations, NYSE listing requirements and the Governance Guidelines, sets and administers policies that govern the Company’s executive compensation programs, and various incentive and stock programs. As members of the Human Resources & Compensation Committee, we have reviewed and discussed the Compensation Discussion and Analysis to be included in the Company’s ~~2016~~2018 Proxy Statement with management and, based on these discussions, recommended to the Company’s Board (and the Board subsequently approved the recommendation) that the Compensation Discussion and Analysis be included in such Proxy Statement.

As submitted by the members of the Human Resources & Compensation Committee,

Robert W. Wo, Chairman

Mary G. F. Bitterman

Alicia E. Moy

Barbara J. Tanabe

Raymond P. Vara, Jr.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the compensation structure, process and implementation in ~~2015~~2017 for our Named Executive Officers (“NEOs”). The NEOs in ~~2015~~2017 were:



Peter S. Ho	Chairman of the Board of Directors, Chief Executive Officer, and President
Kent T. Lucien	Vice ~~Chairman,~~Chair, Chief Strategy Officer
Dean Y. Shigemura	Vice Chair, Chief Financial Officer
Wayne Y. Hamano	Vice ~~Chairman,~~Chair, Chief Commercial Officer
Mark A. Rossi	Vice ~~Chairman,~~Chair, Chief Administrative Officer, General Counsel and Corporate Secretary
Mary E. Sellers	Vice ~~Chairman,~~Chair, Chief Risk Officer
Derek J. Norris	Vice Chair, Residential and Consumer Lending

CD&A TABLE OF CONTENTS

The CD&A is organized as follows:



				Page
Compensation-Related Highlights				2630
Executive Summary				2732
	~~2015 Key~~2017 Executive Compensation ~~Actions~~Program Design			2732
		ž	~~Compensation Program Redesign~~	27
		ž	Compensation Policies and Practices		2733
	Business and Performance Overview			2834
Detailed Discussion and Analysis				3037
	Executive Compensation Philosophy			3037
	Executive Compensation Philosophy Drives Performance			38
	Executive Compensation Process			3138
	Peer Group and the Market Check			3240
	S&P Supercomposite Regional Bank Index			41
	Role of the Compensation Consultant			3441
	Compensation and Risk Management			3441
	Elements of the Compensation Program			3542
		~~2015~~2017 Base Salary		3542
		~~2015~~2017 Short-Term Incentive Compensation		3643
		~~2015~~2017 Long-Term Incentive Compensation		3848
		Benefits and Retirement Plans Sponsored by the Company		3948
		Perquisites		49
		Change-in-Control and Severance Arrangements		3949
		No Excise Tax Gross-Ups		49
		Vesting of Equity Incentive Compensation on Change-in-Control (Double-Trigger)		49
Other Matters				4050
	Stock Ownership Requirements			4050
	Clawback Policy			4050
	Anti-Hedging and Pledging Policies			4150
	Tax Considerations			4150
Executive Compensation Tables				4251
	Summary Compensation Table			4251
	All Other Compensation Table			4352

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Compensation-Related Highlights

~~Significant Enhancements to Our~~2017 Compensation Program ~~in 2015~~


◦	~~Rebalanced performance targets for the short-term~~Short- and long-term incentive ~~plan to be 80% quantitative and expanded disclosure of the quantitative and qualitative metrics utilized~~plans are 100% performance-based.


◦	~~Enhanced~~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, ~~to three years,~~ with a 3-year cliff vesting period, for the ~~2015-2017~~2017-2019 performance ~~period~~period.


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

Strong Operational ~~and Stock~~ Performance


◦	Total shareholder return of 9.1%, exceeding the average performance of the S&P Supercomposite Regional Bank and S&P Supercomposite Bank Indexes (each excluding those banks with greater than $50.0 billion in assets) and the KBW Regional Bank Index

◦

Return-on-Equity aand Stock Price-to-Book Ratio are key ~~measure~~measures of the Company’s financial health and are key performance metrics ~~included~~ in the executive compensation ~~program, remained strong at 14.82%~~program. Return-on-Equity was 15.27% and Stock Price-to-Book Ratio was 2.95 as of December 31, 2017, both in the top quartile of peers. ~~Two additional~~Tier 1 Capital Ratio, also a key ~~metrics~~performance metric in the executive compensation program, ~~Stock Price-to-Book Ratio and~~was 13.24% as of December 31, 2017, far exceeding the ~~Tier 1 Capital Ratio also remained strong and achieved top quartile performance during 2015.~~minimum ratio necessary to be characterized as “well-capitalized.”


◦	History of consistent dividends, even through the financial ~~crisis~~crisis. The Company increased the dividend payable to shareholders commencing in the first and third quarters of 2017.


◦	Recognition For Excellence


▪	Again rated as Hawaii's Best Bank by the Honolulu Star Advertiser and Honolulu magazine, and ~~continue~~continues to be ranked in the top 10 performing large U.S. banks, according to Forbes ~~magazine~~magazine.


▪	Deposits are rated Aa2 by Moody's Investor Services, making us one of the ~~highest rated~~highest-rated financial institutions nationally and ~~globally (as of December 10, 2015)~~globally.


▪	Received the Financial Services Roundtable's "Corporate Social Responsibility Leadership Award" for the ~~fifth~~seventh consecutive ~~year~~


▪	Again honored with U.S. Small Business Administration's Hawaii Lender of the Year Award for Category 1, which includes financial institutions with assets in excess of $9.0 billion. Provided 50 loans totaling $11.7 million in Hawaii, Guam and the Mariana Islands. This is the 11th year out of the past 13 years that Bank of Hawaii has earned this recognition.year.


▪	Again named among Hawaii's "Best Places to Work" as ranked by Hawaii Business magazine, and the No. 31 "Most Family Friendly" large company in the ~~state~~state.

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Continued Alignment of Executive Pay with Company Performance


◦	~~82%~~79% 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~~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 ~~objective criteria~~quantitative and relative criteria.


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

Consistent Shareholder Engagement


◦	During 2014, we reached out to shareholders holding 53% of the Company’s outstanding shares and engaged in substantive discussions with shareholders representing 43% of our shares, regarding, among other things, the revised design of our compensation program. In these discussions, we learned that our shareholders were overwhelmingly supportive of the key elements of our compensation program.


◦	~~During 2015,~~2017, 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.

Ÿ ~~Say on Pay~~Say-on-Pay Results


◦	At the ~~2015~~2017 Annual Meeting, our ~~say on pay~~say-on-pay proposal received support from ~~94%~~96% of votes cast. ~~Based upon our extensive shareholder outreach in this and prior years, we implemented the compensation program described below.~~

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Executive Summary

~~2015 Key Compensation Actions~~

•~~Compensation Program Redesign~~

As noted, there were significant changes to the compensation program design for 2015. As it relates to the 2015 Short-Term Incentive Plan, the Committee adjusted the weighting of the performance measures to place greater emphasis on quantitative versus qualitative metrics. Incorporating shareholder suggestions, the Committee recrafted the Long-Term Incentive Plan to provide for a three-year performance period (2015-2017) with a three-year cliff vesting to coincide with the conclusion of the performance period. In addition, the Committee set three challenging quantitative performance measures for the Short-Term Incentive Plan and the Long-Term Incentive Plan, achievement of which was required for payout to occur. To achieve full payout, top quartile performance was required in all three performance measures. To achieve any payout, top two quartile performance was required with the actual payout determined by performance and metric weighting.

~~2015~~2017 Executive Compensation Program Design



Pay Elements	~~2015~~2017 Design Elements
Short-Term Incentive Plan 100% Performance-Based	• 80% quantitative performance metrics o Three performance metrics set at challenging levels relative to peers* ~~and their weighting~~weighted as follows: § Return-on-Equity ~~(30%~~(35%); § Stock Price-to-Book Ratio ~~(30%~~(35%); and § Tier 1 Capital Ratio ~~(20%~~(10%). o To achieve full payout, top quartile performance in ~~all three~~Return-on-Equity, Stock Price-to-Book Ratio and 50^th and above percentile performance ~~measures~~in Tier 1 Capital Ratio must occur o To achieve any payout, top two quartile performance must occur with the actual payout determined by performance and metric weighting • 20% qualitative performance metrics
Long-Term Incentive Plan 100% Performance-Based	• Three-year plan • Three-year sustained performance period • Three-year cliff vesting • 100% quantitative performance metrics o Three performance metrics set at challenging levels relative to peers* ~~and their weighting~~weighted as follows: § Return-on-Equity ~~(40%~~(45%); § Stock Price-to-Book Ratio ~~(40%~~(45%); and § Tier 1 Capital Ratio ~~(20%~~(10%). • To achieve full payout, top quartile performance in ~~all three~~Return-on-Equity, Stock Price-to-Book Ratio and 50^th and above percentile performance ~~measures~~in Tier 1 Capital Ratio must ~~occur~~occur. • To achieve any payout, top two quartile performance must occur with the actual payout determined by performance and metric ~~weighting~~weighting.

*S&P Supercomposite Regional Bank Index (excluding banks with assets > $50.0 billion) as of January 3, 2017

*S&P Supercomposite Regional Bank Index (excluding banks with assets > $50.0 billion) as

Weighting of ~~January 1, 2015~~Performance Metrics

•(100% Performance-Based)

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Compensation Policies and Practices

Our executive compensation and corporate governance programs are designed to closely link pay with operational ~~performance~~performance and increases in long-term shareholder value while minimizing excessive risk taking. To help us accomplish these important objectives, we have adopted the following policies and practices over time:



Compensation Program Governance Summary
ü	Robust shareholder engagement process	ü	~~Regularly conduct assessments to identify and mitigate risk in compensation programs~~
ü	Demonstrated responsiveness to shareholder concerns and general feedback	ü	~~Formalized clawback policy~~
ü	Compensation program closely aligns pay with performance	ü	~~No tax gross-ups~~
ü	Significant share ownership requirements (5x base salary for CEO, 2x for other NEOs)	ü	~~Double-trigger change-in-control provisions~~
ü	Significant portion of compensation is variable and ~~performance based~~	ü	~~No excessive perquisites~~performance-based
ü	No employment or severance agreements with NEOs	ü	~~No repricing of equity incentive awards~~
ü	Anti-hedging and anti-pledging stock policies	ü	~~Independent compensation consultant~~
ü	Competitive benchmarking to ensure executive officer compensation is aligned to the market
ü	Regularly conduct assessments to identify and mitigate risk in compensation programs
ü	Formalized clawback policy
ü	No tax gross-ups
ü	Double-trigger change-in-control provisions
ü	No excessive perquisites
ü	No repricing of equity incentive awards
ü	Independent ~~Committee~~compensation consultant
ü	Independent committee

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Business and Performance Overview

The Company is a full-service regional financial institution serving businesses, consumers, and governments, in Hawaii, American Samoa, and the West Pacific. Bank of Hawaii, our principal subsidiary, was founded in ~~1897 and is the largest independent financial institution in Hawaii.~~1897.

For management reporting purposes we operate in four business segments: Retail Banking, Commercial Banking, Investment Services and Private Banking, and Treasury and Other. Retail Banking offers a broad range of financial products and services to consumers and small businesses. Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans, small business loans and leases, and credit cards. Deposit products include checking, savings, and time deposit accounts. Retail Banking also offers retail insurance products. Products and services from Retail Banking are delivered to customers through 7069 branch locations and ~~456~~387 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), a 24-hour customer service center, and a mobile banking service.

Commercial Banking offers products including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing, and deposit products. Commercial lending and deposit products are offered to middle-market and large companies in Hawaii and the Pacific Islands. In addition, Commercial Banking offers deposit products to government entities in Hawaii. Commercial real estate mortgages focus on customers that include investors, developers, and builders predominantly domiciled in Hawaii. Commercial Banking also includes international banking and provides merchant services to its ~~small business~~ customers.

Investment Services and Private Banking includes private banking and international client banking, trust services, investment management, and institutional investment advisory services. A significant portion of this segment’s income is derived from fees, which are generally based on the market values of assets under management. The private banking and personal trust group assists individuals and families in building and preserving their wealth by providing investment, credit, and trust services to ~~high net worth~~high-net-worth individuals. The investment management group manages portfolios utilizing a variety of investment products. Institutional client services offer investment advice to corporations, government entities, and foundations. This segment also provides a full service brokerage offering equities, mutual funds, life insurance, and annuity products.

We concluded ~~2015~~2017 with solid financial performance. During the year our loan balances ~~and deposits continued~~reached $9.8 billion, an increase of 9% from 2016. Deposit growth also remained strong during the year, increasing to ~~grow, increasing 14% and 5%, respectively.~~$14.9 billion, up 4% from 2016. Our asset quality remained stable ~~expenses were well managed,~~ and our capital and liquidity ratios remained quite strong. The Return-on-Equity for the year was ~~14.82%~~15.27% and our efficiency ratio ~~was 59.99%~~improved to 55.66%.

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Company Performance Highlights

The following briefly summarizes the Company’s recent stock price and financial performance:

Total Shareholder Return (TSR)

~~In addition~~The Company delivered record earnings per share in 2017 and increased the dividend twice. Dividends per share in 2017 increased 8% compared with 2016. Following the national election in 2016, investor expectations related to ~~delivering~~the benefits of potential tax reform and reduced regulatory burdens were very different among peer banks and the Company’s already strong financial ~~performance~~metrics and top quartile price-to-book resulted in ~~2015, the Company outperformed key market indices, delivering total shareholder return~~underperforming our peers. Our one-year negative TSR of ~~9.1%. The Company’s one-year TSR exceeded~~0.9% in 2017 was below the average performance of the S&P Supercomposite Regional Bank Index, ~~and~~ the S&P Supercomposite Bank Index (each excluding those banks with greater than $50.0 billion in assets), and the KBW Regional Bank Index.

~~Putting the Company’s Longer-Term TSRs in Context~~. The Company’s ~~one-year~~three-year TSR ~~outperformed all relevant indices during 2015.~~ of 56.5% exceeded the average performance of the S&P Supercomposite Regional Bank Index, the S&P Supercomposite Bank Index (each excluding those banks with greater than $50.0 billion in assets), and the KBW Regional Bank Index.

On a longer-term basis, we generated significant shareholder value with a five-year return of ~~56.8% and 58.6% for the three- and five-year TSRs, respectively.~~124.9%. However, on a relative basis, our ~~three- and~~ five-year ~~TSRs~~TSR slightly lagged that of the relevant indices because the Company successfully navigated the financial crisis and, as such, did not experience the stock price volatility and steep stock declines that many other companies experienced during the period. ~~The~~ Company and management performance remained strong throughout the financial crises and we maintained our unbroken record of paying dividends to our ~~shareholders.~~shareholders, increasing the dividend payable to shareholders commencing in the second quarter of 2016 and also in the first and third quarters of 2017. The result is that we believe our ~~longer-term~~ relative ~~TSRs are~~TSR is not indicative of ~~how well~~ the ~~Company performed over~~Company’s consistent strong financial performance. Our return on equity continues to remain in the ~~last five~~top quartile of our peers and has been a better indicator of our performance in recent years.

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~~TSR for the Year Ended December 31, 2015~~

Key Performance Metrics

Deposit and Loan Growth

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Strong Credit Risk Profile

Maintaining a Balanced Approach to Capital Return

~~Dividend Yield~~Dividends: ~~As of December 31, 2015, our~~In 2017, the Company increased its quarterly dividend ~~yield decreased year-over-year due~~by $0.02 per share from $0.48 to ~~strong growth~~$0.50 in the ~~stock price.~~first quarter of 2017 and an additional $0.02 per share to $0.52 commencing in the third quarter of 2017.

Returning Value to Shareholders: The Company returned ~~$53.0~~$47.1 million in capital to shareholders through share repurchases in ~~2015.~~2017.

Detailed Discussion and Analysis

Executive Compensation Philosophy

At Bank of Hawaii, we believe that executive compensation should reflect strong alignment between pay, performance and shareholders' interests while maintaining a balanced approach to risk and reward. Compensation programs should reinforce support for our vision and be consistent with market compensation trends after taking into account the unique circumstances facing Bank of Hawaii in light of geographic, demographic, and economic conditions in the markets served by the Company. The Human Resources & Compensation Committee ("the Committee") believes that compensation should recognize short- and long-term performance by including both cash and equity components.

The primary focus of the Company's executive compensation program is to encourage and reward performance that supports the Company's long-term business strategies and promotes sustainable growth in shareholder value. The Company believes that its goals are best supported by rewarding its NEOs for outstanding contributions to the Company's success, compensating those officers competitively with similarly situated executive officers, and providing its NEOs with equity to encourage and motivate them to focus on the Company's long-term growth and success.

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The Committee is responsible for developing and implementing the executive compensation program. With the support of its independent compensation consultant, the Committee has designed and implemented an executive compensation program that is structured to:

◦Align executive compensation with shareholder value ~~creation~~creation;

◦Encourage retention and growth opportunities for ~~executives~~executives;

◦Compensate executives for measurable and meaningful levels of Company ~~performance~~performance; and

◦Balance performance incentives while not encouraging excessive risk taking by ~~executives~~executives.

Executive Compensation Philosophy Drives Performance

We believe that the Company’s performance on key measures is evidence that the Company’s pay for performance approach to compensation facilitates consistent strong performance and growth. The Company achieved record diluted earnings per share of $4.33 for the full year of 2017, up 2% from diluted earnings per share of $4.23 in 2016. Net income for the year was $184.7 million, up $3.2 million or 2% from net income of $181.5 million in the previous year. The return on average assets for the full year of 2017 was 1.10% compared with 1.15% in 2016. The return-on-equity for the full year of 2017 was 15.27% compared with 15.79% in 2016. The efficiency ratio for the full year of 2017 was 55.66% compared with 57.01% during the full year of 2016.

During 2017, loan balances continued to grow and reached $9.8 billion at December 31, 2017, up 9% from $8.9 billion at December 31, 2016. Total assets increased to a historical high of $17.0 billion at December 31, 2017, up from $16.5 billion at December 31, 2016. Deposit growth also remained strong during the year, increasing to $14.9 billion at December 31, 2017, up 4% from $14.3 billion at December 31, 2016. The Company’s overall asset quality continued to remain strong during 2017. Total non-performing assets were $16.1 million at December 31, 2017 compared with $19.8 million at December 31, 2016.

The Company continued to return value to its shareholders through dividends and share repurchases. In 2017, the Company increased its quarterly dividend in the first quarter of 2017 by $0.02 per share from $0.48 to $0.50. The Company further increased the quarterly dividend an additional $0.02 per share to $0.52 during the third quarter of 2017. The Company also continued its share repurchase program, purchasing 847,076 shares in 2017. From the beginning of the share repurchase program initiated during July 2001 through December 31, 2017, the Company has repurchased 54.2 million shares and returned over $2.0 billion to shareholders at an average cost of $38.29 per share. In the third quarter of 2017, the Company's Board of Directors increased the authorization under the share repurchase program by an additional $100.0 million. The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, regulations, applicable SEC rules, and various other factors. Total shareholders’ equity was $1.12 billion at December 31, 2017, down from $1.16 billion at December 31, 2016.

Executive Compensation Process

The Committee’s annual process for setting NEOs’ compensation begins in the fourth quarter of each year when the Company’s senior management team sets operating and financial goals for the coming year. Using data and analysis provided by an independent compensation consultant and considering senior management’s operating and financial goals, as well as the market environment, the Committee establishes compensation levels and challenging performance goals for the year.

~~Executive Compensation Process~~

The compensation program is designed and implemented as follows:

(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.

Commencing in ~~January~~February of each year, the Committee reviews the annual results of the Company compared to the business plan, and uses this review as the basis for the annual evaluation of the CEO. The Committee reviews the relative performance for the quantitative performance metrics. The CEO does not attend executive sessions of the

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Committee when his own compensation is being reviewed or determined. The Committee's evaluation is discussed with the full Board, excluding the CEO, and communicated to the CEO by the Lead Independent Director.

Based on similar factors and individual objectives, including an assessment of effective risk management, the CEO ~~assisted by the Director of Human Resources (herself not a NEO),~~ annually reviews the performance of each of the other NEOs. The conclusions and recommendations based on those reviews, including any recommendations for salary adjustments, annual awards and equity components, are presented to the Committee for consideration.

~~Rather than relying on formulaic models, the~~The Committee believes that retaining discretion to assess the qualitative performance of the CEO and other NEOs gives the Committee members the ability to more accurately reflect individual contributions that cannot be quantified.


(2)	Substantial ‘at risk’ and variable compensation: ~~82%~~79% of CEO and at least ~~66%~~60% of the other NEOs', excluding Mr. Norris who has retired, 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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Peer Group and the Market Check

Each year, the Committee identifies companies to include in a peer group for purposes of benchmarking executive compensation levels and practices. The Committee selects peer companies with the support of Veritas, an independent compensation consultant. For ~~2015,~~2017, the Committee selected ~~both~~ a bank peer group, consisting of regional banks that the company competes against for capital and ~~talent, and a broad-based set of peers that are in different industries but similar in size and business scope.~~talent. Companies selected for the peer groups are:

◦Possible sources of, or destinations for, ~~talent~~talent.

◦Comparable in:

▪~~Business size and scope~~Size

▪Complexity and organizational ~~structure~~structure; and

▪Compensation practices and ~~structures~~structures.

◦In some cases, peers of our peer ~~companies~~companies.

Peer Group Companies*
Market Capitalization Revenue Total Assets Employee Population (FTE)**
Bank Peers (dollars in millions)
BancorpSouth, Inc.
$2,254.8

$734.7

$13,787.4
3,820
Bank of the Ozarks, Inc.
$4,481.3

$102.8

$9,879.5
1,654
Cathay General Bancorp
$2,537.8

$471.5

$12,750.0
1,074
Commerce Bancshares Inc
$4,146.1

$1,116.3

$24,605.0
4,770
Community Bank System Inc.
$1,736.5

$376.3

$7,997.2
1,988
East West Bancorp, Inc.
$5,980.5

$1,153.7

$31,119.7
2,673
First Bancorp
$698.8

$675.2

$12,821.0
2,617
FNB Corp/FL
$2,339.5

$696.8

$16,836.1
2,916
Fulton Financial Corp
$2,264.1

$760.0

$17,914.7
3,470
Glacier Bancorp Inc
$2,018.6

$410.2

$8,764.3
1,929
Hancock Holding Co
$1,948.1

$902.6

$21,608.2
3,863
Home Bancshares, Inc.
$2,840.7

$416.4

$8,515.6
1,376
Intl Bancshares Corp
$1,705.8

$557.6

$12,052.2
3,028
Investors Bancorp Inc
$4,211.2

$756.0

$20,331.3
1,675
MB Financial Inc/MD
$2,365.9

$821.7

$14,950.1
2,839
National Penn Bancshares Inc
$1,729.9

$399.9

$9,587.5
1,658
Old National Bancorp
$1,552.9

$606.7

$11,915.2
2,938
Privatebancorp Inc
$3,242.7

$691.7

$16,894.6
1,224
Prosperity Bancshares Inc
$3,351.6

$815.6

$21,567.2
3,096
Signature Bank/NY
$7,716.7

$1,087.6

$31,920.5
1,010
Synovus Financial Corporation
$4,228.8

$1,213.9

$28,792.7
4,494
Texas Capital Bancshares Inc
$2,265.6

$633.6

$18,666.0
1,142
Trustmark Corp
$1,556.5

$587.0

$12,390.3
2,963
UMB Financial Corp
$2,294.7

$874.4

$18,598.0
3,592
Umpqua Holdings Corp
$3,501.5

$1,191.6

$23,162.3
4,569
United Bankshares Inc.
$2,574.6

$503.0

$12,556.9
1,703
Valley National Bancorp
$2,433.5

$757.4

$19,571.5
2,907
Webster Financial Corp
$3,409.5

$978.6

$24,069.8
2,729
Western Alliance Bancorporation
$3,668.7

$510.8

$13,955.6
1,131
Wintrust Financial Corp
$2,346.8

$986.7

$22,917.2
3,491
Average for Bank Peer Group
$2,913.5

$726.3

$17,349.9
2,611
Bank of Hawaii Corporation
$2,722.4

$580.3

$15,455.0
2,164

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Peer Group Companies*
Market Capitalization Revenue Employee Population (FTE)**
Size-Based Peers*** (dollars in millions)
Cognex Corporation
$2,865.2

$511.1
1,322
Corporate Executive Board Co.
$2,031.5

$925.6
4,300
DexCom, Inc.
$6,658.1

$355.5
838
Dorman Products, Inc.
$1,685.1

$772.1
1,785
HEICO Corporation
$3,429.1

$1,188.6
4,600
Iconix Brand Group, Inc.
$330.5

$373.8
150
Morningstar Inc.
$3,555.5

$783.6
3,830
Ormat Technologies Inc.
$1,788.3

$572.8
1,095
Heartland Express, Inc.
$1,449.3

$764.7
4,500
Silicon Laboratories Inc.
$2,018.1

$646.7
1,107
Sonic Corp.
$1,593.6

$612.0
10,863
Techne Corp.
$3,347.2

$455.6
1,356
Balchem Corp.
$1,916.5

$582.4
845
U.S. Silica Holdings, Inc.
$999.9

$756.5
1,092
Yelp, Inc.
$2,167.4

$505.9
3,671
Average for Size-Based Peer Group
$2,389.0

$653.8
1,650
Bank of Hawaii Corporation
$2,722.4

$580.3
2,164



Peer Group Companies*
	Market Capitalization		Revenue		Total Assets		Employee Population (FTE)**
Bank Peers (dollars in millions)
Associated Banc-Corp		$3,817.2		$1,073.9		$30,483.6	4,368
BancorpSouth, Inc.		$2,840.9		$742.1		$15,298.5	3,947
Bank of the Ozarks, Inc.		$6,258.9		$941.3		$21,275.6	2,315
Banner Corporation		$1,813.8		$486.6		$9,763.2	2,040
BOK Financial Corp		$6,043.0		$1,536.8		$32,272.2	4,887
Cathay General Bancorp		$3,408.2		$500.9		$15,728.4	1,129
Commerce Bancshares Inc.		$6,245.3		$1,245.3		$24,833.4	4,800
Community Bank System Inc.		$2,720.2		$518.1		$10,746.2	2,291
East West Bancorp, Inc.		$8,792.4		$1,355.5		$37,150.2	3,000
First Hawaiian, Inc.		$4,073.1		$734.4		$20,549.5	2,220
First Midwest Bancorp Inc.		$2,466.5		$608.7		$14,267.1	1,882
FNB Corp/FL		$4,468.1		$1,098.9		$31,417.6	3,574
Fulton Financial Corp		$3,134.7		$772.3		$20,036.9	3,559
Glacier Bancorp Inc.		$3,072.7		$457.4		$9,706.3	2,278
Hancock Holding Co		$4,216.4		$1,060.1		$27,336.1	3,887
Home Bancshares, Inc.		$4,037.2		$551.7		$14,449.8	1,503
Intl Bancshares Corp		$2,623.2		$521.9		$12,173.7	3,039
MB Financial Inc/MD		$3,704.1		$969.3		$20,086.9	3,486
Old National Bancorp		$2,653.3		$608.8		$17,518.3	2,801
Prosperity Bancshares Inc.		$4,868.7		$733.5		$22,587.3	3,017
Synovus Financial Corporation		$5,729.5		$1,368.6		$31,221.8	4,436
Texas Capital Bancshares Inc.		$4,411.8		$835.6		$25,075.6	1,442
Trustmark Corp		$2,158.3		$612.0		$13,798.0	2,893
UMB Financial Corp		$3,586.5		$982.5		$21,771.6	3,688
Umpqua Holdings Corp		$4,580.8		$1,138.7		$25,742.4	4,295
United Bankshares Inc.		$3,648.5		$622.9		$19,130.0	1,701
Valley National Bancorp		$2,966.2		$730.0		$24,002.3	2,828
Webster Financial Corp		$5,565.4		$1,055.8		$26,487.6	3,168
Western Alliance Bancorporation		$5,972.8		$830.0		$20,329.1	1,725
Wintrust Financial Corp		$4,606.4		$1,151.6		$27,916.0	3,878
Average for Bank Peer Group		$4,149.5		$861.5		$21,438.5	3,003
Bank of Hawaii Corporation		$3,633.8		$642.7		$17,089.1	2,132

*Peer data provided by Veritas Executive Compensation Consultants as of December 31, ~~2015,~~2017, or earlier, based on available data as of January ~~20, 2016~~29, 2018

**FTE represents Full-Time Equivalent Employees

***Size-based peers selected based on being within 50-200%

Table of ~~Bank of Hawaii Corporation in terms of each of average market capitalization, revenue, and average enterprise value~~Contents

After selecting the peer companies, the Committee does not target a specific relative level of compensation but considers the median levels (the 50^th percentile) of the following when determining target pay: (1) base salaries, (2) total cash compensation, including annual incentives on both an actual and target basis, and (3) total direct compensation including long-term incentives at both actual and target levels. If NEO base salaries, total cash compensation, or target or actual incentive compensation result in above-median compensation, it is directly because of measurable Company and/or individual executive performance.

S&P Supercomposite Regional Bank Index

In addition to the bank ~~and size-based~~ peer ~~groups,~~group, the Company benchmarks key performance metrics and the compensation program against the companies included in the S&P Supercomposite Regional Bank Index, excluding those companies with assets in excess of $50.0 billion. The S&P Supercomposite Regional Bank Index provides an appropriate group for comparison purposes because these are the companies with which the Company competes for capital and talent. The Committee concluded that the Company’s business mix and source of executive talent for the Company are well represented in the S&P Supercomposite Regional Bank Index.

~~Table of Contents~~

Role of the Compensation Consultant

The Committee is responsible for retaining its compensation consultant and for determining the terms and conditions of that engagement, including ~~engagement fees.~~fees to be paid to the consultant. The Committee determines whether the consultant's services are performed objectively and free from the influence of management. The ~~Board's~~Committee's independent compensation consultant is Veritas. The compensation consultant reports directly to the Committee, takes instructions solely from the Committee, and performs no other services for the Company. The Committee Chairman pre-approves all compensation consulting engagements, including the nature, scope and fees of assignments. In ~~2015,~~2017, the Committee considered the factors delineated by the SEC in Rule 10C-1 and determined that Veritas was an independent compensation consultant and that the firm’s work did not raise a conflict of interest with the Company.

In ~~2015,~~2017, Veritas helped to ensure that the Company's executive compensation practices were competitive, appropriately designed, and were aimed at linking executive compensation to the business and strategic objectives of the Company. Veritas also provided the Committee with market data and an analysis of competitive compensation for the NEOs.

Compensation and Risk Management

Compensation risks are assessed and managed in the context of the Company's business strategies. The Committee monitors the Company's financial and non-financial performance throughout the year as well as the Company's risk profile and risk management processes to ensure that the Company's compensation policies do not promote inappropriate conduct, or unnecessary or excessive risks that may threaten the value of the ~~Company.~~Company (see page 23 for greater detail). Several areas are reviewed by the Committee including, but not limited to, how risk management is built into incentive compensation for the Company's executive management, the specific risk profile for a community bank as it relates to loans and investment securities, the controlled and disciplined approach in the compensation structure of the Company, the implementation of new processes with regard to qualitative versus quantitative measures of management performance, and the refinement of best practices.

The Committee also believes that compensation should recognize short- and long-term performance and may include both cash and equity components. The composition of components may vary from year to year based on individual, market and other factors. The Committee does not adhere to a specific formula when determining the mix of pay elements, or the allocation between cash and non-cash compensation or among non-cash forms of pay.

In the following table, neither total compensation nor any element of cash and non-cash compensation is formally benchmarked against a peer group of companies, although the Committee uses the peer group data as a reference. In making compensation decisions, the Committee considers individual performance, experience in the position, breadth of duties, and pay parity among positions of comparable responsibility. The Committee also reviews market data to verify that compensation is competitive and within market ranges.

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Elements of the Compensation Program

In order to ensure compensation is tightly linked to long-term shareholder value creation, the Board and the Committee have implemented a well-structured executive compensation program that balances short-term financial results with long-term value through sustainable business growth in our market. To that end, the compensation program uses a number of short- and long-term forms of executive compensation, each specifically structured to incentivize ~~an aspect~~one or more aspects of Company performance the Committee believes isare critical to driving long-term shareholder value.

Each NEO receives a balance of variable and fixed compensation. The following describes the various forms of compensation:



Pay Elements	Components	Rationale for Form of Compensation
Base Salary	Cash	• To attract and retain executive talent • To provide a fixed base of compensation generally aligned to peer group levels

Short-Term Incentive	Annual Cash Bonus	• To drive the achievement of key business results on an annual basis • To recognize individual executives based on their specific and measurable contributions • To structure a meaningful amount of annual compensation as performance-based and not guaranteed

Long-Term Incentive	Performance Shares (Restricted Stock ~~Grants and Restricted Stock Units)~~Grants)	• To drive the sustainable achievement of key long-term business results • To directly align the interests of executives with shareholders • To structure a meaningful amount of long-term compensation as performance-based and not guaranteed

~~2015~~2017 Base Salary

Base salary is driven by each ~~individual's~~NEO's responsibilities. The Committee also considers competitive compensation data provided by Veritas. Base salaries are generally established in connection with recruiting or retaining qualified executive officers. The Committee reviews salary levels as part of the Company's annual performance review process, as well as upon promotion or other changes in job responsibility. Merit-based increases to salaries for executive officers other than the CEO are determined by the Committee and include the CEO's assessment of individual performance and his recommendation.

In recommending base salaries, the CEO considers, among other factors, the needs of the Company, internal pay parity among positions of comparable responsibility, and individual performance and contribution to the Company. The Committee also looks at market survey data to verify that salaries are competitive and within market ranges.

Based upon the foregoing, including peer group analysis, market data and recommendations by Veritas, the Committee approved, effective April 1, ~~2015~~2017 the following NEO base ~~salaries:~~salaries (Mr. Shigemura's salary was effective December 15, 2017 commensurate with his promotion to Vice Chair):



Name	Base Salary Effective April 1, ~~2015~~2017 ($)
Peter S. Ho	780,000
Kent T. Lucien	~~436,000~~218,000
Dean Y. Shigemura	375,000
Wayne Y. Hamano	~~357,000~~375,000
Mark A. Rossi	436,000
Mary E. Sellers	436,000

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~~2015~~2017 Short-Term Incentive Compensation

The CEO and other NEOs participate in the Executive Incentive Plan (the "EIP"), the Company's short-term incentive plan for executives. The EIP is a 100% performance-based short-term incentive plan.

The EIP provides for a maximum incentive pool of 3% of the Company's net income before taxes for the fiscal year. At the beginning of the performance period, each participating executive is allocated a maximum percentage of the incentive pool. For ~~2015,~~2017, the Committee allocated a maximum percentage of 30% to Mr. Ho and 12% to Ms. Sellers and Messrs. ~~Lucien~~Hamano and Rossi and 8.5% to ~~Mr. Hamano.~~Messrs. Lucien and Shigemura. The Company has set a target award of 100% of base salary for the CEO, with a threshold or minimum payout of 50% and maximum payout of 250% of target. ~~Threshold~~To achieve any payout, ~~can only be achieved if Company~~top two quartile performance ~~in the quantitative measures is in the third quartile of peer performance.~~must occur with actual payout determined by performance and metric weighting. Company performance below the third quartile of the quantitative measures results in forfeiture of the entire weighted opportunity for each of the quantitative measures. ~~Company performance in the fourth (top) quartile in all three quantitative measures and at maximum performance in the qualitative measure may result in the maximum payout opportunity.~~ Ms. Sellers and Messrs. Hamano, Lucien and Rossi have a target award of 80% of base salary and Mr. ~~Hamano~~Shigemura has a target award of ~~70%~~55% of base salary. Their threshold or minimum payout is 50% of target and maximum payout is 200% of target. Similar to the CEO, ~~Company~~to achieve any payout, top two quartile performance ~~below the third quartile of the quantitative measures results in forfeiture of the entire weighted opportunity for each of the quantitative measures.~~must occur with actual payout determined by performance and metric weighting.

The following ~~table~~chart compares the targeted goals of each quantitative performance metric with actual results:



~~2015 Short-Term Incentive Plan Financial Metrics - 80% Weighting~~
~~Metric~~	~~Weight~~	~~2015 Target~~	~~2015 Actual~~
~~Return-on-Equity Relative to Peers~~	~~30%~~	~~Third Quartile~~	~~Fourth (Top) Quartile~~
~~Stock Price-to-Book Ratio Relative to Peers~~	~~30%~~	~~Third Quartile~~	~~Fourth (Top) Quartile~~
~~Tier 1 Capital Ratio Relative to Peers~~	~~20%~~	~~Third Quartile~~	~~Fourth (Top) Quartile~~

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The following table describes the Short-Term Incentive Plan's disciplined other short-term metrics and achievements of the CEO and NEOs for ~~2015:~~

2017:



~~2015~~	2017 Disciplined Other Short-Term Metrics – 20% Weighting *
	Strategic Initiatives	Community Presence/Reputation	Leadership Development/Succession
	ŸEmployee engagement ~~- among~~ ◦ Hawaii Business magazine’s “Best Places to Work ~~2015”~~” for large companies and #3#1 in “Most Family Friendly” category ◦ Continued College Assistance Program which provides tuition reimbursement for employees who are aspiring to earn their first bachelor's degree Ÿ Total loans and leases up ~~14%~~9% o ◦ Commercial lending portfolio up ~~12%~~4% o ◦ Consumer loans up ~~16%~~13% Ÿ Total deposits up 5%4%, primarily due to higher commercial and consumer core deposits Ÿ Overall asset quality remained strong Ÿ ~~Improve customer experience~~ ~~o Introduced “EASE by Bank of Hawaii”, an FDIC insured alternative~~Efficiency ratio improved to ~~traditional checking accounts~~ ~~o Installed envelope- and deposit slip- free ATMs across 60% of our branch network, adding another convenient deposit option~~ Ÿ ~~Embedded EMV chip technology in all BOH debit cards to provide additional security to customers~~55.66% Ÿ ~~Launched~~"Branch of Tomorrow" - offers 21^st-century banking experiences, with new technology to support greater convenience and personal interaction to better meet the immediate and future needs of customers. Successfully transformed four branches and elevated customer experience ~~surveys; two thirds~~through meaningful interactions, digital education and in-branch choreography Ÿ Improve customer experience through digital banking solutions ◦ As customers learned that they could apply for loans online, applications through this channel rose by 17% ◦ Updated BOH mobile banking app with added convenience and capabilities, resulting in continuing growth in customers using their smart phones for banking transactions Ÿ Overall customer satisfaction has remained high with over 7 in 10 of our customers ~~“very satisfied”~~very satisfied; overall customer experience metric improved over 2016 Ÿ Active management of capital and risk ~~o Shares repurchased~~ ◦ 73% of earnings paid out in ~~2015 returned $53.0 million~~dividends declared or share buybacks ◦ Increased dividends twice in ~~capital to shareholders~~2017 o ◦ Regulatory and compliance initiatives	Ÿ CEO ~~re-elected~~is director at Federal Reserve Bank of San Francisco - CEO continues to serve his second term as a member of the Board of Directors of the Federal Reserve Bank of San Francisco Ÿ ~~Industry~~High levels of industry and press recognition: ~~o Deposits rated~~ ◦ Rated Aa2 by Moody’s Investor Services (one of the highest rated financial institutions nationally and globally) ~~o U.S. Small Business Administration - Hawaii Lender of the Year - named in Category 1 for large banks~~ ◦ o Financial Services Roundtable - “Corporate Social Responsibility Leadership Award” for the ~~fifth~~seventh consecutive year ◦ o Rated as Hawaii’s ~~"Best Bank"~~“Best Bank” by Honolulu Star Advertiser and Honolulu magazine ◦ Peter Ho inducted into the Junior Achievement of Hawaii Business Hall of Fame ◦ Awarded Project of the Year for Cardless Cash by Project Management Institute-Hawaii Chapter ◦ Received the Best Digital Marketing Award from the American Marketing Association -Hawaii Chapter ◦ Received the Next Generation Investor Award from Hawaii Community Assets Ÿ ~~Charitable/~~Significant charitable/community activity: o ◦ Employee Giving Programs raised more than ~~$800,000~~$878,000 for local non-profits, an all-time high o ◦ Employee Volunteer Program held ~~119~~359 events and contributed more than ~~5,600~~16,100 volunteer hours to our communities ~~o In its second year,~~ ◦ Bank of Hawaii Foundation Scholarship Fund awarded 3230 college scholarships totaling ~~$112,000~~$105,000 to children and grandchildren of Bank of Hawaii employees	Ÿ ~~Robust~~Succession planning model: Evolving to ensure our executive ~~development process and succession review~~team is ready with the skills needed to lead the workforce of tomorrow. Defined analytics needed to develop a strategic workforce plan Ÿ ~~3 out~~Executive Transitions: 73% of ~~4 new Managing Committee members promoted from within~~movement to executive and senior officer roles were internal promotions; 27% were strategic external hires to fill key business needs Ÿ ~~> 20%~~Executive development assessment and business needs: Engaged in robust executive development and succession planning discussions, giving consideration to new or expanded assignments to enhance skills and augment business experiences. One-third of executive and senior officers inmoved to expanded or new roles through job rotation, position modification and/or promotion Ÿ ~~Strategic hires on-boarded to fill key business needs~~Skills, knowledge and leadership development: Ensured successful launch of Branch of Tomorrow concept through focused training, accounting for 50% of the 2017 training and development sessions. 100% of Kālai Services and Private Banking Relationship Managers attended product, credit, relationship building and execution skills training Ÿ ~~Focused on peer learning through~~Expanded Kupuna Series development sessions for executive and senior officers to include vendor partners as well as peer learning Ÿ ~~Introduced process~~Continued to invest in development, skill enhancement and ~~trained top company leaders~~self-improvement for employees through the Pathways to ~~drive employee retention, minimize exit “triggers”~~Professional Excellence program, Bank Associate program and ~~identify professional development opportunities~~paid student intern program

	* 20% represents CEO weighting and performance. For all other NEOs, this represents 10% of their weighting with the remaining 10% based on accomplishment of their pre-determined individual management/business objectives.

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In evaluating the CEO performance and resulting EIP payment, the Committee employed a weighted scoring system based upon achievement of the performance metrics referenced above. Eighty percent of the performance metrics are quantitative and were selected by the Committee as strong measures of management's ability to drive profitability (Return-on-Equity), enhance shareholder equity (Stock Price-to-Book Ratio) and efficiently and effectively manage capital and risk (Tier 1 Capital Ratio), resulting in both short- and long-term shareholder value. The Committee reviewed and discussed the CEO's performance against the EIP metrics and objectives, ~~and~~then determined the final EIP award based upon the results of the pre-determined quantitative metrics and the disciplined other short-term metrics. The Committee certified fourth (top) quartile performance for the Return-on-Equity ~~(96.8~~(98.6 percentile), Stock Price-to-Book Ratio ~~(92.1~~(95.8 percentile), and in the third quartile for Tier 1 Capital Ratio ~~(82.5%~~(77.5 percentile) metrics. Assessing performance of the qualitative measures, the Committee reviewed and discussed in detail the CEO's individual contributions and rated his performance "OUTSTANDING" in the pre-determined areas of community presence, reputation, leadership development, succession planning and strategic initiatives.

In evaluating the other NEOs, the Committee considered the recommendations of the CEO, and reviewed and discussed the other NEOs performance against the EIP metrics and objectives, the other NEOs performance in their respective managerial spheres of influence, ~~(a performance evaluation criteria applicable only to the other NEOs),~~ the individual contributions and achievements of the other ~~NEOs and the overall performance of the Company.~~NEOs. The Committee gauged the other NEOs individual performance and the Company performance against the established performance ~~metrics.~~metrics and discussed the individual NEO sphere of influence achievements for each of the other NEOs.

Kent T. Lucien

Effective March 1, 2017, in furtherance of the Company's ongoing succession planning and development activities, Mr. Lucien was appointed to the position of Vice Chair and Chief Strategy Officer and Mr. Shigemura was appointed to the position of Senior Executive Vice President and Chief Financial Officer. As Vice Chair and Chief Strategy Officer,Mr. Lucien will continue his responsibilities as a member of the Company’s Managing Committee and the development and execution of 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. He will continue to oversee the bank’s Corporate Facilities and Real Estate Department.

Dean Y. Shigemura

Effective March 1, 2017, in furtherance of the Company's ongoing succession planning and development activities, Mr. Shigemura was appointed to the position of Senior Executive Vice President and Chief Financial Officer. Effective December 15, 2017, Mr. Shigemura was promoted to Vice Chair and Chief Financial Officer. He is a member of the Company’s Managing Committee and has overall responsibility for the Finance group. The Finance group includes financial and regulatory reporting, tax reporting, accounting, financial planning and analytics, Treasury, and Investor Relations.

The Committee discussed Mr. Shigemura's contributions in his area of responsibilities in 2017. Mr. Shigemura demonstrated disciplined financial management within established corporate goals and expectations, while leading his team through transformational organizational changes and top financial performance metrics for the Company. The Committee noted his significant contribution within the area of financial management including the establishment of a new company-wide pricing committee and leading the annual budget process. In addition, Mr. Shigemura led the Asset/Liability Committee (“ALCO”), which oversees the balance sheet, capital and liquidity for the company, oversaw the Dodd-Frank Act Stress Test (“DFAST”), and participated in a number of regulatory exams.

Table of Contents

Wayne Y. Hamano

Mr. Hamano serves as Chief Commercial Officer and Vice Chair. He is a member of the Company’s Managing Committee and has overall responsibility for the Commercial Banking Group, Community Banking, and Branch Division. The Commercial Banking Group includes the Company’s corporate banking, Hawaii commercial middle market banking, commercial real estate, equipment leasing, andauto dealer flooring businesses. The commercial banking operations in the West Pacific, which includes commercial banking in Guam, Saipan, andPalau, are also included within the Commercial Banking Group.

The Committee discussed Mr. Hamano’s role in leading the Commercial Banking Group to outstanding loan and deposit growth, resulting in net income growth and successful completion of the Company’s 2014-2016 strategic plan. In 2017, under Mr. Hamano’s leadership, theCommercial Banking Group produced net income of $76.9 million.

Mr. Hamano has also successfully organized his teams and developed leadership succession.

Mark A. Rossi

Mr. Rossi serves as Chief Administrative Officer, General Counsel, Corporate Secretary and Vice Chair. He is a member of the Company's Managing Committee and is Chair of the Company's Benefit Plans Committee, overseeing all of the Company's employee retirement plans. He also serves as Chair of the Business Continuity Committee, leading the team through various exercises to ensure the Company is prepared for any business disruption. In 2017, Mr. Rossi's responsibilities included Legal, Corporate Communications, Government Relations, Corporate Security, Business Continuity, Corporate Insurance Services, Corporate Secretary, and Board corporate governance and related issues.

The Committee discussed Mr. Rossi's contributions in his area of responsibilities in 2017. Mr. Rossi demonstrated disciplined budget management within established budgets and forecasts, while guiding his team through top performance and service to the Company. The Committee noted his significant contribution in the area of corporate governance in proactively counseling the Board and Board appointed committees and insuring that all Board and committee agendas and meeting materials were complete and distributed in a timely manner. In 2017, Mr. Rossi again led the corporate governance shareholder outreach team in preparation for the Company's annual shareholder meeting and insured that all Board related public filings were accurate and timely prepared and filed. The Corporate Secretary Group led the adoption of Board meeting technology initiatives which included conversion to an electronic platform for all Board and committee meeting agendas and materials.

Table of Contents

Mary E. Sellers

Ms. Sellers serves as Chief Risk Officer and Vice Chair. In her role as Chief Risk Officer, she is responsible for overseeing the management of risk across the organization and is a member of the Company’s Managing Committee, as well as Chair of Risk Council, the Commercial and Retail Credit Policy Committees and the Operational Risk Committee. Areas reporting to her include Commercial and Retail Credit Administration and Approval, Special Assets, Credit Policy and Training, Commercial and Retail Credit Analytics and Reporting, Collections, Enterprise Risk Management, Model Risk Management and Corporate Compliance.

The Committee noted Ms. Sellers’ diverse and complex areas of responsibilities within the Company in critical areas that touch virtually all performance segments of the Company. Specifically, the Committee discussed Ms. Sellers' exemplary performance in 2017 and her accomplishments and responsibilities which include ensuring that the Company has the appropriate integrated risk management framework and infrastructure to support its strategy and business operations while ensuring risk is managed in accordance with the Risk Appetite established by the Board of Directors. Ms. Sellers successively led a number of risk management initiatives in 2017, including enhancement of analytics to support asset growth in both the Commercial and Consumer portfolios while ensuring underwriting and asset quality standards are maintained and aligned with the Company’s Risk Appetite. Asset quality metrics remained strong; net charge-offs for the full year 2017 were 0.15% of total average loans and leases and non-performing assets as a percentage of total loans and leases and foreclosed real estate were 0.16% as of December 31, 2017.

The Committee further discussed Ms. Sellers' success in leading the continued refinement of the Company’s risk management infrastructure to support the Company’s strategic initiatives while concurrently addressing emerging areas of risk focus. This included participation in initiatives advancing the implementation of FASB's new accounting standard for Current Expected Credit Losses (CECL), and the introduction of new products, expanding delivery channels, and key operating processes. Ms. Sellers also displayed strong leadership in the continued development of key staff members in the Risk group, while successfully retaining and recruiting additional staff for leadership roles as part of succession planning.

Derek J. Norris

Mr. Norris retired from the Company effective December 19, 2017 and was not considered for a payout under the Company's 2017 incentive compensation plans (page 51).

The Committee approved the CEO and the other NEO EIP awards as follows:


Name	Annual Base Salary as of 12/31/2015 ($)	Target Annual Incentive %	Final Incentive Payout %	Final Incentive Award ($)	Annual Base Salary as of 12/31/2017 ($)	Target Annual Incentive (%)	Final Incentive Payout (% of Annual Base Salary)	Final Incentive Award ($)
Peter S. Ho	780,000	100%	250%	1,950,000	780,000	100%	244%	1,900,000
Kent T. Lucien	436,000	80%	114%	495,000	218,000	80%	126%	275,000
Dean Y. Shigemura					375,000	55%	140%	525,000
Wayne Y. Hamano	357,000	70%	126%	450,000	375,000	80%	133%	500,000
Mark A. Rossi	436,000	80%	114%	495,000	436,000	80%	126%	550,000
Mary E. Sellers	436,000	80%	114%	495,000	436,000	80%	126%	550,000



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Name	Year	Retirement Savings Plan 401(k) Matching Contribution ($)(1)	Value Sharing Funding ($)(2)	Excess Plan Value Sharing Funding ($)(3)	Retirement Savings Plan Company Fixed Contribution ($)(4)	Excess Plan Company Fixed Contribution ($)(5)	Executive Deferred Compensation Restoration Contribution ($) (6)	Other Compensation ($)(7)	Total All Other Compensation ($)	Year	Retirement Savings Plan 401(k) Matching Contribution ($)(1)	Value Sharing Funding ($)(2)	Excess Plan Value Sharing Funding ($)(3)	Retirement Savings Plan Company Fixed Contribution ($)(4)	Excess Plan Company Fixed Contribution ($)(5)	Executive Deferred Compensation Restoration Contribution ($) (6)	Other Compensation ($)(7)	Total All Other Compensation ($)
Peter S. Ho	2015	10,600	7,638	50,762	7,950	52,832	—	20,781	150,563	2017	10,800	8,364	76,207	8,100	73,800	—	27,020	204,291
	2014	10,400	7,173	47,848	7,800	52,032	—	16,716	141,969	2016	10,600	8,380	77,948	7,950	73,950	—	21,191	200,019
	2013	10,200	6,512	47,878	7,650	56,246	—	17,727	146,213	2015	10,600	7,638	50,762	7,950	52,832	—	20,781	150,563

Kent T. Lucien	2015	10,600	7,638	15,054	7,950	15,668	6,854	15,009	78,773	2017	10,800	8,364	10,181	8,100	9,860	21,781	17,594	86,680
										2016	10,600	8,380	12,840	7,950	12,181	16,019	16,817	84,787
										2015	10,600	7,638	15,054	7,950	15,668	6,854	15,009	78,773

Dean Y. Shigemura										2017	10,800	8,364	7,116	8,100	6,892	9,663	—	50,935
	2014	10,400	7,173	12,852	7,800	13,976	32,368	12,401	96,970	2016	10,600	8,380	4,142	7,950	3,930	5,792	—	40,794
	2013	10,200	6,512	13,407	7,650	15,749	5,471	12,679	71,668	2015	10,600	7,638	2,973	7,950	3,095	5,837	—	38,093

Wayne Y. Hamano	2015	9,600	7,638	6,345	7,950	6,603	16,474	10,508	65,118	2017	10,800	8,364	15,666	8,100	15,172	8,803	15,282	82,187
	2014	10,400	7,173	19,741	7,800	21,467	10,463	10,374	87,418	2016	10,600	8,380	7,937	7,950	7,530	17,932	13,888	74,217
	2013	10,200	6,512	11,929	7,650	14,014	10,173	—	60,478	2015	9,600	7,638	6,345	7,950	6,603	16,474	10,508	65,118

Mark A. Rossi	2015	10,600	7,638	18,412	7,950	19,164	—	14,337	78,101	2017	10,800	8,364	26,753	8,100	25,908	21,038	17,637	118,600
	2014	10,400	7,173	16,633	7,800	18,088	—	13,481	73,575	2016	10,600	8,380	21,060	7,950	19,980	—	15,941	83,911
	2013	10,200	6,512	15,930	7,650	18,713	—	13,080	72,085	2015	10,600	7,638	18,412	7,950	19,164	—	14,337	78,101

Mary E. Sellers	2015	10,600	7,638	18,233	7,950	18,977	—	—	63,398	2017	10,800	8,364	24,805	8,100	24,021	24,872	—	100,962
	2014	10,400	7,173	14,856	7,800	16,155	447	—	56,831	2016	10,600	8,380	21,060	7,950	19,980	—	—	67,970
	2013	10,200	6,512	11,903	7,650	13,983	5,089	—	55,337	2015	10,600	7,638	18,233	7,950	18,977	—	—	63,398

Derek J. Norris										2017	1,383	1,331	—	1,289	—	123,231	28,455	155,689
										2016	2,757	2,179	—	2,068	—	41,638	18,889	67,531
										2015	2,612	1,882	—	1,959	—	31,810	—	38,263


Name	Executive Contributions In Last Fiscal Year ($)(1)	Registrant Contributions In Last Fiscal Year ($)(2)	Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals or Distributions in Last Fiscal Year ($)	Aggregate Balance at Last Fiscal Year-End ($)(3)	Executive Contributions In Last Fiscal Year ($)(1)	Registrant Contributions In Last Fiscal Year ($)(2)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals or Distributions in Last Fiscal Year ($)	Aggregate Balance at Last Fiscal Year-End ($)(3)
Peter S. Ho	—	103,594	(8,683	)	—	656,977	—	150,007	45,518	—	998,213
Kent T. Lucien	72,008	37,576	(39,581	)	—	1,339,992	8,385	41,822	98,323	—	2,035,794
Dean Y. Shigemura							296,769	23,671	135,114	—	1,576,222
Wayne Y. Hamano	290,058	29,422	(22,688	)	—	927,983	6,865	39,641	65,353	—	1,611,611
Mark A. Rossi	—	37,576	(15,839	)	—	220,168	345,000	73,699	59,579	—	740,333
Mary E. Sellers	—	37,210	(11,890	)	—	350,798	407,885	73,699	47,795	—	940,182
Derek J. Norris							1,520,900	123,231	1,500,552	—	9,574,944


Name of Fund	Rate of Return		Name of Fund	Rate of Return		Rate of Return		Name of Fund	Rate of Return
500 Index Fund Inv	1.25	%	Target Retirement 2020	(0.68	)%	21.67	%	Target Retirement 2030	17.52	%
Emerging Markets Stock Index Inv	(15.47	)%	Target Retirement 2025	(0.85	)%	31.15	%	Target Retirement 2035	19.12	%
Explorer Fund Investor	(4.34	)%	Target Retirement 2030	(1.03	)%	22.95	%	Target Retirement 2040	20.71	%
U.S. Growth Fund Inv.	8.47	%	Target Retirement 2035	(1.26	)%
Federal Money Mkt Fund						0.81	%	Target Retirement 2045	21.42	%
High-Yield Corp Fund Inv	(1.39	)%	Target Retirement 2040	(1.59	)%	7.02	%	Target Retirement 2050	21.39	%
International Growth Inv	(0.67	)%	Target Retirement 2045	(1.57	)%	42.96	%	Target Retirement 2055	21.38	%
Mid-Cap Growth Fund	0.21	%	Target Retirement 2050	(1.58	)%	22.01	%	Target Retirement 2060	21.36	%
Mid-Cap Index Fund Inv	(1.46	)%	Target Retirement 2055	(1.72	)%	19.12	%	Target Retirement 2065	—
Prime Money Market Fund	0.05	%	Target Retirement 2060	(1.68	)%
Selected Value Fund	(3.80	)%	Target Retirement Income	(0.17	)%	19.51	%	Target Retirement Income	8.47	%
Short-Term Federal Inv	0.73	%	Total Bond Market Index Inv	0.30	%	0.70	%	Total Bond Market Index Inv	3.45	%
Small-Cap Index Fund Inv	(3.78	)%	Wellington Fund Inv	0.06	%	16.10	%	U.S. Growth Fund Inv	31.60	%
Target Retirement 2010	(0.20	)%	Windsor Fund Investor	(3.32	)%
Target Retirement 2015	(0.46	)%				11.50	%	Wellington Fund Inv	14.72	%
Target Retirement 2020						14.08	%	Windsor Fund Investor	19.10	%
Target Retirement 2025						15.94	%



Officer	Stockholding Guideline (multiple of base salary)
Chairman and CEO	5x
Vice ~~Chairmen~~Chairs	2x


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)	All Other Compensation ($)(6)	Total ($)	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)	All Other Compensation ($)(6)	Total ($)
Peter S. Ho	2015	776,077	—	2,318,779	—	1,950,000	—	150,563	5,195,419	2017	780,000	—	1,800,048	—	1,900,000	2,162	204,291	4,686,501
Chairman of the Board,	2014	794,424	—	5,680,158	—	1,250,000	2,358	141,969	7,868,909	2016	780,000	—	2,096,576	—	1,950,000	1,260	200,019	5,027,855
Chief Executive Officer &	2013	754,847	—	1,506,366	—	1,200,000	—	146,213	3,607,426	2015	776,077	—	2,318,779	—	1,950,000	—	150,563	5,195,419
President

Kent T. Lucien	2015	433,776	—	515,561	—	495,000	—	78,773	1,523,110	2017	258,246	—	250,063	—	275,000	—	86,680	869,989
Vice Chairman,	2014	443,942	425,000	912,232	—	470,000	—	96,970	2,348,144
Vice Chair,										2016	436,000	—	550,223	—	697,600	—	84,787	1,768,610
Chief Strategy Officer										2015	433,776	—	515,561	—	495,000	—	78,773	1,523,110

Dean Y. Shigemura										2017	321,923	25,769	500,042	—	525,000	—	50,935	1,423,669
Vice Chair,										2016	260,000	—	235,865	—	310,500	—	40,794	847,159
Chief Financial Officer	2013	423,500	—	502,281	—	419,000	—	71,668	1,416,449	2015	257,385	—	257,781	—	230,000	—	38,093	783,259

Wayne Y. Hamano	2015	355,170	—	515,561	—	450,000	—	65,118	1,385,849	2017	370,085	—	500,042	—	500,000	4,928	82,187	1,457,242
Vice Chairman,	2014	358,278	450,000	912,232	—	410,000	102,039	87,418	2,319,967
Vice Chair,										2016	357,000	—	550,223	—	550,000	3,406	74,217	1,534,846
Chief Commercial Officer	2013	330,308	250,000	—	—	349,000	—	60,478	989,786	2015	355,170	—	515,561	—	450,000	—	65,118	1,385,849

Mark A. Rossi	2015	433,776	—	515,561	—	495,000	—	78,101	1,522,438	2017	436,000	345,000	400,067	—	550,000	—	118,600	1,849,667
Vice Chairman, Chief	2014	443,942	—	912,232	—	470,000	—	73,575	1,899,749
Vice Chair, Chief										2016	436,000	—	550,223	—	697,600	—	83,911	1,767,734
Administrative Officer,	2013	423,769	—	502,281	—	419,000	—	72,085	1,417,135	2015	433,776	—	515,561	—	495,000	—	78,101	1,522,438
General Counsel, &
Corporate Secretary

Mary E. Sellers	2015	427,565	—	515,561	—	495,000	—	63,398	1,501,524	2017	436,000	345,000	500,042	—	550,000	9,899	100,962	1,941,903
Vice Chairman,	2014	419,278	—	912,232	—	470,000	17,518	56,831	1,875,859
Vice Chair,										2016	436,000	—	550,223	—	697,600	5,392	67,970	1,757,185
Chief Risk Officer	2013	392,730	—	502,281	—	387,000	—	55,337	1,337,348	2015	427,565	—	515,561	—	495,000	—	63,398	1,501,524

Derek J. Norris ⁽⁷⁾										2017	214,826	1,349,039	—	—	—	—	155,689	1,719,554
Vice Chair,										2016	344,615	—	550,223	—	500,000	—	67,531	1,462,369
Residential and										2015	326,077	—	515,561	—	400,000	—	38,263	1,279,901
Consumer Lending


(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 ~~36.~~43.


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


(7)	Derek J. Norris, not previously an NEO, retired from the Company effective December 19, 2017 pursuant to the terms of a July 1, 2017 Separation Agreement providing Mr. Norris, among other things, with certain payments and including a 24-month non-competition agreement.


(3)	This column represents the Company's Value Sharing Funding based on ~~2.88%~~3.10% of eligible compensation in excess of the Internal Revenue Code prescribed limit ($~~265,000~~270,000 of eligible compensation in ~~2015)~~2017) 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%3.00% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.


(6)	~~For 2015, Messrs. Lucien and Hamano were~~In 2017, Mr. Ho was the only ~~NEOs~~NEO who ~~deferred~~did not defer amounts under the Deferred Compensation Program. Refer to section "Nonqualified Deferred Compensation" for additional information.


(7)	For ~~2015,~~2017, this column includes the value of perquisites for Messrs. Ho, Lucien, Hamano, Rossi, and ~~Rossi,~~Norris, which include club membership dues, car services, spouse travel, and home security for Mr. Ho.


(2)	These amounts represent Excess Benefit Plan and Restoration contributions by the Company for fiscal year ~~2015~~2017 which were paid in ~~2016~~2018 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.


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards; Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options(#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)					Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards								All Other Stock Awards; Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options(#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name		Type of Award(1)	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)				Exercise or Base Price of Option Awards ($/Sh)	Type of Award(1)	Grant Date Fair Value of Stock and Option Awards ($)	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)							Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Peter S. Ho	(2)	RSG	1/23/15	—	—	—	—	20,455	20,455		—	—		—			1,159,390	(2)	RSG	2/24/17		—			—			—			—			21,192		21,192		—	—		—		1,800,048
	(3)	RSU	1/23/15	—	—	—	—	20,455	20,455	—	—		—		1,159,389
Kent T. Lucien	(2)	RSG	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,781	(2)	RSG	2/24/17		—			—			—			—			2,944			2,944		—	—		—		250,063
	(3)	RSU	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,780
Dean Y. Shigemura																(2)	RSG	2/24/17		—			—			—			—			5,887			5,887		—	—		—		500,042
Wayne Y. Hamano	(2)	RSG	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,781	(2)	RSG	2/24/17		—			—			—			—			5,887			5,887		—	—		—		500,042
	(3)	RSU	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,780
Mark A. Rossi	(2)	RSG	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,781	(2)	RSG	2/24/17		—			—			—			—			4,710			4,710		—	—		—		400,067
	(3)	RSU	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,780
Mary E. Sellers	(2)	RSG	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,781	(2)	RSG	2/24/17		—			—			—			—			5,887			5,887		—	—		—		500,042
	(3)	RSU	1/23/15	—	—	—	—	4,548	4,548	—	—		—		257,780
Derek J. Norris ⁽³⁾																(2)	RSG	2/24/17		—			—			—			—			5,887			5,887		—	—		—		500,042


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


	Option Awards					Stock Awards						Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(7)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(6)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8)
Peter S. Ho	23,333	—	—	42.22	11/18/21	310	(1)	19,499	20,455	(5)	1,286,620	23,333	—	—	42.22	11/18/21	7,089	(1)	607,527	20,455	(3)	1,752,994
	23,333	—	—	47.72	1/20/22	668	(2)	42,017	20,455	(6)	1,286,620	23,333	—	—	47.72	1/20/22	7,089	(2)	607,527	20,455	(4)	1,752,994
						45,126	(3)	2,838,425	—		—									16,400	(5)	1,405,480
						34,598	(4)	2,176,214	—		—									16,400	(6)	1,405,480
																				21,192	(7)	1,816,154
Kent T. Lucien	2,191	—	—	54.31	4/28/16	8,896	(3)	559,558	4,548	(5)	286,069	15,000	—	—	47.72	1/20/22	627	(1)	53,734	4,548	(3)	389,764
												—	—	—	—	—	627	(2)	53,734	4,548	(4)	389,764
																				4,304	(5)	368,853
																				4,304	(6)	368,853
																				2,944	(7)	252,301
Dean Y. Shigemura												11,666	—	—	42.22	11/18/21	—		—	2,274	(3)	194,882
												11,667	—	—	47.72	1/20/22	—		—	2,274	(4)	194,882
	15,000	—	—	42.22	11/18/21	5,386	(4)	338,779	4,548	(6)	286,069									1,845	(5)	158,117
	15,000	—	—	47.72	1/20/22	—		—	—		—									1,845	(6)	158,117
																				5,887	(7)	504,516
Wayne Y. Hamano	—	—	—	—	—	5,386	(3)	338,779	4,548	(5)	286,069	—	—	—	—	—	627	(1)	53,734	4,548	(3)	389,764
	—	—	—	—	—	5,386	(4)	338,779	4,548	(6)	286,069	—	—	—	—	—	627	(2)	53,734	4,548	(4)	389,764
																				4,304	(5)	368,853
																				4,304	(6)	368,853
																				5,887	(7)	504,516
Mark A. Rossi	15,000	—	—	42.22	11/18/21	161	(1)	10,127	4,548	(5)	286,069	—	—	—	—	—	627	(1)	53,734	4,548	(3)	389,764
												—	—	—	—	—	627	(2)	53,734	4,548	(4)	389,764
	15,000	—	—	47.72	1/20/22	348	(2)	21,889	4,548	(6)	286,069									4,304	(5)	368,853
						8,896	(3)	559,558	—		—									4,304	(6)	368,853
						5,386	(4)	338,779	—		—									4,710	(7)	403,647
Mary E. Sellers	15,000	—	—	42.22	11/18/21	140	(1)	8,806	4,548	(5)	286,069	15,000	—	—	42.22	11/18/21	627	(1)	53,734	4,548	(3)	389,764
	15,000	—	—	47.72	1/20/22	304	(2)	19,122	4,548	(6)	286,069	15,000	—	—	47.72	1/20/22	627	(2)	53,734	4,548	(4)	389,764
						8,896	(3)	559,558	—		—									4,304	(5)	368,853
						5,386	(4)	338,779	—		—									4,304	(6)	368,853
																				5,887	(7)	504,516


(1)	~~These shares of restricted stock vest based on service conditions. A total of 611 shares vested for named executive officers on February 1, 2016.~~


~~(2)~~	~~These shares of restricted stock vest based on service conditions. A total of 660 shares vested for named executive officers on January 29, 2016. The future vesting date is January 31, 2017.~~


~~(3)~~	These are performance-based restricted stock in which the performance targets were achieved in ~~2013 and~~ 2014. A total of ~~44,333~~9,597 shares vested for named executive officers on January ~~29, 2016. The future vesting dates are January 31, 2017 and January~~ 31, 2018. Mr. Shigemura did not participate in the 2014 grant.


(3)	These are ~~January 31, 2017~~performance-based restricted stock that vested on March 1, 2018.


(8)	The amounts in these columns are based on the closing stock price of the Company's common stock on December 31, ~~2015~~2017 of ~~$62.90.~~$85.70.


(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.


(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.


Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#)(A)	Weighted average exercise price of outstanding options, warrants and rights ($)(B)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(A)) (#)(C)	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#)(A)	Weighted average exercise price of outstanding options, warrants and rights ($)(B)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(A)) (#)(C)
Equity compensation plans approved by security holders	555,359	45.31	1,291,012	303,552	45.26	1,889,508


Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefits ($)	Payments During Last Fiscal Year ($)	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefits ($)	Payments During Last Fiscal Year ($)
Peter S. Ho	Employees’ Retirement Plan of Bank of Hawaii	2	10,679	—	Employees’ Retirement Plan of Bank of Hawaii	2	14,101	—
Wayne Y. Hamano	Employees’ Retirement Plan of Bank of Hawaii	12	135,620	—	Employees’ Retirement Plan of Bank of Hawaii	12	143,954	—
Mary E. Sellers	Employees’ Retirement Plan of Bank of Hawaii	7	81,185	—	Employees’ Retirement Plan of Bank of Hawaii	7	96,476	—


Name	Base Salary and Bonus Payment ($)(1)(8)	Executive Incentive Plan Payment ($) (2)(8)	Health Benefits ($)(3)	Outplacement ($)(4)	Relocation Payment ($)(5)	Acceleration of Restricted Stock ($)(6)(8)	Non- competition Payment ($)(7)	Total ($)	Base Salary and Bonus Payment ($)(1)(8)	Executive Incentive Plan Payment ($) (2)(8)	Health Benefits ($)(3)	Outplacement ($)(4)	Relocation Payment ($)(5)	Acceleration of Restricted Stock ($)(6)(8)	Non- competition Payment ($)(7)	Total ($)
Peter S. Ho	3,120,000	1,560,000	48,744	23,603	150,000	7,649,395	1,560,000	14,111,742	3,120,000	1,560,000	63,765	24,749	150,000	9,348,156	1,560,000	15,826,670
Kent T. Lucien	1,569,600	697,600	43,913	23,603	150,000	1,470,476	784,800	4,739,992	1,569,600	412,800	47,509	24,749	150,000	1,877,001	784,800	4,866,459
Dean Y. Shigemura									998,200	354,200	59,388	24,749	150,000	1,034,125	499,100	3,119,762
Wayne Y. Hamano	1,213,800	499,800	49,998	23,603	150,000	1,249,697	606,900	3,793,798	1,332,000	592,000	63,765	24,749	150,000	2,129,217	666,000	4,957,731
Mark A. Rossi	1,569,600	697,600	32,946	23,603	150,000	1,502,492	784,800	4,761,041	1,569,600	697,600	42,390	24,749	150,000	2,028,348	784,800	5,297,487
Mary E. Sellers	1,569,600	697,600	33,306	23,603	150,000	1,498,404	784,800	4,757,313	1,569,600	697,600	42,390	24,749	150,000	2,129,217	784,800	5,398,356


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


Service		2015		2014			2017		2016
Audit Fees	Audit Fees	$	1,364,800	$	1,351,674	Audit Fees	$	1,482,331	$	1,371,612
Audit-Related Fees	Audit-Related Fees	211,400		197,000		Audit-Related Fees	235,250		215,613
Tax Fees	Tax Fees	130,166		97,265		Tax Fees	20,400		109,903
Total	Total	$	1,706,366	$	1,645,939	Total	$	1,737,981	$	1,697,128