Filed by the Registrant | |
Filed by a Party other than the Registranto | |
| Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under §240.14a-12 |
| Bank of Hawaii Corporation | |||||
(Name of Registrant as Specified In Its Charter) | |||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||||
| Payment of Filing Fee (Check the appropriate box): | |||||
No fee required. | |||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
| (1) | Title of each class of securities to which transaction applies: | ||||
| (2) | Aggregate number of securities to which transaction applies: | ||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
| (4) | Proposed maximum aggregate value of transaction: | ||||
| (5) | Total fee paid: | ||||
| o | Fee paid previously with preliminary materials. | ||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
| (1) | Amount Previously Paid: | ||||
| (2) | Form, Schedule or Registration Statement No.: | ||||
| (3) | Filing Party: | ||||
| (4) | Date Filed: | ||||
24, 2015 13, 2015 Ernst & Young LLP as the Company's independent registered public accounting firm for the 2015 fiscal year. 24, 2015. these non-routine matters is counted. 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 S. Haunani Apoliona; Mary G. F. Bitterman; Mark A. Burak; Retired. Formerly an independent consultant providing planning and business performance evaluation advisory services, and Executive Vice President for Planning, Analysis and Performance Measurement, Bank of America, having retired in 2000 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, now part of Bank of America. As a consultant for Bank of Hawaii from late 2000 through 2003, he oversaw the development of the strategic plan and restructured the — Michael J. Chun; Retired. Formerly President and Headmaster of Kamehameha Clinton R. Churchill; Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1992 (Chairman 1998, 2000, 2004, 2008, and 2012). Mr. Churchill served as COO and CEO of The Estate of James Campbell prior to becoming one of its Trustees. He also served as Controller, Financial Vice President, and President of Gaspro, Inc. and three years as a management consultant with Touche Ross & Co. Mr. Churchill — Peter S. Ho; — Robert Huret; Financial Engines, Kent T. Lucien; Vice Chairman and Chief Financial Officer of the Company since April 2008; Trustee, C. Brewer & Co.��Ltd., (a Hawaii corporation engaged in agriculture, real estate and power production) from April 2006 to December 2007; and Chief Executive Officer Operations, C. Brewer & Co., Ltd. from May 2001 to April 2006. He also held the positions of Controller and Maui Land & Pineapple Co., Inc. Victor K. Nichols; Partner, RSA Ventures (a consulting and venture capital company) since 1999; Chief Executive Officer and President, Sonoma Mountain Ventures, LLC (strategic and technology consulting and venture capital) 1998 to 2004. RSA Ventures specializes in telecommunications and — — Barbara J. Tanabe; — Owner and Director, C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984. Under Mr. — BlackRock, Inc.(1) S. Haunani Apoliona Mary G. F. Bitterman Mark A. Burak Michael J. Chun Clinton R. Churchill David A. Heenan Robert Huret Martin A. Stein Donald M. Takaki Barbara J. Tanabe Robert W. Wo Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers Peter M. Biggs Directors, nominees and executive officers as a group (19 persons) established a governance structure that provides both oversight and guidance by the Board to management regarding strategic planning, risk assessment and management, and corporate performance. A shareholder may submit a candidate for consideration by the Board to be included in the Candidates to be considered for nomination by the Nominating & Corporate Governance Committee at the leasing, business records management, and real estate. HawkTree and its subsidiaries provide courier, armored car, ATM servicing, moving, and relocation services for the Company. More specific information is available on page " requirements. Below are the members of each current standing committee. 2014 59. 2014 Nominating & Corporate Governance Committee: 2014 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. is set to expire on April 29, 2015, the Company is seeking shareholder approval of its 2015 Director Stock Compensation Plan, which is more fully described on page 53. 2014. S. Haunani Apoliona Mary G. F. Bitterman Mark A. Burak Michael J. Chun Clinton R. Churchill David A. Heenan Robert Huret Martin A. Stein Donald M. Takaki Barbara J. Tanabe Robert W. Wo. 2015. Chairman of the Board, Chief Executive Officer & President Vice Chairman, Chief Financial Officer Vice Chairman, Chief Administrative Officer General Counsel & Corporate Secretary Vice Chairman, Chief Risk Officer Vice Chairman, Chief Retail Officer Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers Peter M. Biggs Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers Peter M. Biggs 500 Index Fund Inv Target Retirement 2015 Emerging Markets Stock Index Inv Target Retirement 2020 Explorer Fund Investor Target Retirement 2025 Growth Equity Fund Target Retirement 2030 High-Yield Corp Fund Inv Target Retirement 2035 International Growth Inv Target Retirement 2040 Mid-Cap Growth Fund Target Retirement 2045 Mid-Cap Index Fund Inv Target Retirement 2050 Prime Money Market Fund Target Retirement 2055 Selected Value Fund Target Retirement Income Short-Term Federal Inv Total Bond Market Index Inv Small-Cap Index Fund Inv Wellington Fund Inv Target Retirement 2005 Windsor Fund Investor Target Retirement 2010 Peter S. Ho(1) Kent T. Lucien(2) Mark A. Rossi(3) Mary E. Sellers(4) Peter M. Biggs(5) Peter S. Ho(3) Kent T. Lucien(4) Mark A. Rossi(5) Mary E. Sellers(6) Peter M. Biggs(7) Peter S. Ho(1) Kent T. Lucien(2) Mark A. Rossi(3) Mary E. Sellers(4) Peter M. Biggs(5) Equity compensation plans approved by security holders Peter S. Ho Mary E. Sellers Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers Peter M. Biggs Equity compensation plans approved by security holders Audit Fees Audit Related Fees Tax Fees Total Bank of Hawaii Corporation.
2012
201527, 2012
16, 201220122015 Annual Meeting of Shareholders of Bank of Hawaii Corporation will be held on Friday, April 27, 201224, 2015 at 8:30 a.m. on the Fifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii. Each shareholder 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.3:4: Ratification of Selectionthe Re-appointment of an Independent Registered Public Accounting Firm.You may also vote by telephone or electronically via the Internet. If you wish to do so, your proxy may be revoked at any time before voting occurs.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 24, 2015. Sincerely, 
PETERPeter S. HO
Ho Chairman of the Board, President, and
Chief Executive Officer, andPageNotice of 2012 Annual Meeting of ShareholdersProxy StatementQuestions and Answers About the Proxy Materials and the Annual Meeting1Proposal 1: Election of Directors5Board of Directors5Beneficial Ownership12Corporate Governance13Board Committees and Meetings18Director Compensation20Director Compensation Table22Audit & Risk Committee Report23Compensation Committee Report24Executive Compensation24Compensation Discussion and Analysis24Summary Compensation Table34Nonqualified Deferred Compensation36Grants of Plan-Based Awards38Outstanding Equity Awards at Fiscal Year-End39Option Exercises and Stock Vested42Equity Compensation Plan Information43Pension Benefits43Change in Control, Termination and Other Arrangements43Certain Relationships and Related Transactions46Section 16(a) Beneficial Ownership Reporting Compliance47Proposal 2: Advisory Vote on Executive Compensation47Proposal 3: Ratification of Selection of an Independent Registered Public Accounting Firm48Other Business4927, 201224, 2015shareholdersShareholders of Bank of Hawaii Corporation will be held on Friday, April 27, 2012,24, 2015, 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 thirteen persons to serve as directors of the Company for a term of one year each.2.To hold an advisory vote on executive compensation.3.To ratify the selection of an independent registered public accounting firm.4.To transact any other business that may be properly brought before the meeting.1. To elect 14 persons to serve as directors of the Company for a term of one year each until the 2016 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 approve the Bank of Hawaii Corporation 2015 Director Stock Compensation Plan. 4. To ratify the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year. 5. To transact any other business that may be properly brought before the meeting or any adjournment or postponement thereof. 29, 201227, 2015 are entitled to attend the meeting and vote on the business brought before it.electronically via the internet,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. ROSSIVice Chairman and Corporate SecretaryBank of Hawaii CorporationHonolulu, HawaiiDated: March 16, 2012 IMPORTANTBy Order of the Board of Directors, 
Mark A. Rossi Vice Chairman and Corporate Secretary Bank of Hawaii Corporation 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.27, 201220112014 Annual Report on Form 10-K to Shareholders for the year ended December 31, 20112014 are available at www.edocumentview.com/boh. We encourage you to access and review all of the information in the proxy materials before voting.Page "Board"“Board”) of Bank of Hawaii Corporation (the “Company”) is soliciting the enclosed proxy for the Company's 20122015 Annual Meeting of Shareholders. The Bank of Hawaii Corporation and its subsidiaries, as appropriate, are referred to herein as "Bank of Hawaii" or the "Company") 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 16, 2012.
13, 2015.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?A:The rules and regulations of the Securities and Exchange Commission (the "SEC") allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who did not indicate a preference last year are receiving the Notice this year. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy on the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, you should follow the instructions for requesting such materials in the Notice.Q: What am I voting on?A:You are voting on the election of directors, ratification of the selection of an independent registered public accounting firm, and, on an advisory and nonbinding basis, on the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables, as well as any other business that may be properly brought before the meeting.Q. Why am I being asked to vote on executive compensation?A:In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") was enacted, requiring that public company shareholders be provided with a general advisory vote to approve the compensation paid to named executive officers. This vote is non-binding and must occur at least once every three years. The Act also requires a vote as to how frequently the general advisory vote should 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 2014.Q: Who may vote at the annual meeting?A:Holders of Bank of Hawaii's common stock, par value $0.01 per share, as of the close of business on February 29, 2012 (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 45,989,815 shares of common stock issued and outstanding.Q: How many votes do we need to hold the annual meeting?A:The holders of at least one-third of the outstanding common stock on the Record Date entitled to vote at the annual meeting must be present to conduct business. That amount is called aquorum. Shares are counted as present at the meeting if a shareholder entitled to vote is present and votes at the meeting, has submitted a properly signed proxy, or has properly voted by telephone or viaQ: What is a proxy? A: A proxy is your legal designation of another person to vote the shares you own. That other person that you designate is called a proxy who 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. Q: What am I voting on? A: You are voting on the election of directors, the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables, the approval of the Company’s 2015 Director Stock Compensation Plan (“2015 Director Stock Compensation Plan”), the ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year, and 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 27, 2015 (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 43,743,655 shares of common stock issued and outstanding. Q: How many votes do we need to hold the annual meeting? A: 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? A: The rules and regulations of the Securities and Exchange Commission (the “SEC”) allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who have not previously indicated a preference for printed copies of proxy materials are receiving the Notice this year. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy on 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. the Internet. We also count abstentions and broker non-votes as present for purposes of determining a quorum. A broker non-vote occurs when a nominee, generally a broker, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.Q: What is New York Stock Exchange Rule 452 about and how does it impact shareholder voting?A:Effective January 1, 2010, NYSE Rule 452 eliminated broker discretionary voting for uncontested elections of directors at shareholder meetings. In the past, if you did not transmit your voting instructions before a shareholder meeting, your broker was allowed to vote on the election of directors as this was considered to be a routine matter. The election of directors is no longer deemed to be routine and your broker is no longer permitted to vote on your behalf without your voting instructions. This rule also applies to the advisory vote on executive compensation and the advisory vote on the frequency of the vote on executive compensation.Q: What shares can I vote?A:You may vote all shares you own on the Record Date.Q: How can I vote my shares in person at the annual meeting?A: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 as a beneficial owner, you must vote your shares through your broker or other nominee.Q: Why am I being asked to vote on executive compensation? A: 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 to approve 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 or earlier. Q: How can I vote my shares in person at the annual meeting? A: 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 vote your shares through your broker or other nominee. meetingQ: How can I vote my shares without attending the annual meeting?A: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 the Internet, telephone, or mail. 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.Q: How can I vote my shares without attending the annual meeting? A: 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. postage prepaid and addressedpostage-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.Internet. If you have Internet access, you may submit your proxy from anywhere, following the "Vote by Internet" instructions on your proxy card."Vote“Vote by Telephone"Telephone” instructions on the proxy card.Table of ContentsInternet.Q: May I change my vote?A:Yes. You If you have Internet access, you may changesubmit your proxy by following the “Vote by Internet” instructions any time before the vote at the annual meeting. For shares you hold as shareholder of record, you may changeon 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. For shares you hold as beneficial owner,card.Q: May I change my vote? A: Yes. You may change your proxy instructions any time before the vote at the annual meeting. For shares you hold as shareholder of record, you may change your vote by providing notice to the Corporate Secretary, granting a new proxy with a later date or by attending the annual meeting and voting in person. Attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you also vote at the meeting. If you voted by telephone or via the Internet, you may change your vote until 1:00 a.m. Central Time, April 24, 2015. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker or nominee. Q: What is a broker non-vote? A: The NYSE allows its member-brokers to vote shares held by them for their customers on matters the NYSE determines are routine, even though the brokers have not received voting instructions from their customers. Of the proposals anticipated to be brought at the annual meeting, only Proposal 4 (the ratification of the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2015 fiscal year) is considered by the NYSE to be a routine matter. Your broker, therefore, may vote your shares in its discretion on Proposal 4 if you do not instruct your broker how to vote. If the NYSE does not consider a matter routine, then your broker is prohibited from voting your shares on the matter unless you have given voting instructions on that matter to your broker. Therefore, your broker will need to return a proxy card without voting on these non-routine matters if you do not give voting instructions with respect to these matters. This is referred to as a "broker non-vote." The NYSE does not consider Proposal 1 (election of Directors), Proposal 2 (advisory vote on executive compensation), or or nominee.Q: Where can I find the voting results of the annual meeting?A:We planif your shares are held by a broker so that your vote with respect to announce preliminary voting results at the annual meeting. We will publish final voting results in a report on Form 8-K within 4 business days of the annual meeting.Q: Who will count the votes?A:Computershare Investor Services will count and tabulate the votes.A:Directors are electedA: Proposal 1 (election of Directors) is conducted annually by a majority of the votes cast in an uncontested election. This means that a director shall be elected if the votes cast for such nominee exceed the votes cast against the nominee. In the event of a contested election, the election shall be determined by a plurality of votes cast. This means that the nominees who receive the highest number of affirmative votes will be elected. Abstentions and broker non-votes will not affect the outcome of the vote. vote.All other proposalsCompany's 2015 Director Stock Compensation Plan) require the affirmative vote of a majority of shares present in person or by proxy and entitled to vote at the meeting. 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.Q: Is my vote confidential?A:Yes. Proxy instructions, ballots, and voting tabulations that identify the individual shareholders are handled to protect For Proposal 4 (ratification of selection of an independent registered public accounting firm), your privacy. Your vote will not be disclosed within Bank of Hawaii or to third parties except (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation of votes and certification of the vote, and (iii) to facilitate a successful proxy solicitation by our Board. Occasionally, shareholders write comments on their proxy cards, which are forwarded to Bank of Hawaii management.Q: Who will bear the cost of soliciting proxies?A: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,broker, bank, trustee, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, Inc., 199 Water Street, New York, New York 10038 to assist in the solicitation of proxies for an estimated fee of $10,000 plus reasonable out-of-pocket costsnominee may exercise its discretion and 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?
vote.A:It means your shares are registered differently and are 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 better shareholder services, we encourage you to have all accounts registered inQ: Why are there only 14 Directors on the ballot for election? A: Sitting director David A. Heenan has reached the mandatory retirement age of 75 and is not standing for re-election. The number of directors to be elected has been reduced and fixed by the Board from 15 to 14 directors. Q: Is my vote confidential? A: 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? A: 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., 480 Washington Boulevard, Jersey City, New Jersey 07310 to assist in the solicitation of proxies for an estimated fee of $10,000 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? A: It means your shares are registered differently and are 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 better shareholder services, we encourage you to have all accounts registered in the same name and address. You may do that by contacting our transfer 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 2016 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. the same name and address. You may do that by contacting our transfer agent, Computershare Investor Services, LLC (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 2013 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.20132016 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 16, 201213, 2015 at the above address.ourSection 1.12 of the Company's By-Laws, for a shareholder to bring a proposal before the 2013 annual meeting, Bank of Hawaii2016 Annual Meeting, the Company must receive the written proposal no later than 80 days nor earlier than 90 days before the first anniversary of the 20122015 annual meeting; in other words, no later than February 7, 20134, 2016 and no earlier than January 28, 2013. (Please refer to Section 1.12 of Bank of Hawaii's By-Laws.)25, 2016. The proposal also must contain the information required in the By-Laws. If you wish to make one or more nominations for election to the Board, the required information includes, among other things, the written consent of such individual to serve as director and (i) the name, age, business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Bank of Hawaii Corporation common stock each nominee beneficially owns. These advance notice provisions are separate from the requirements a shareholder must meet to have a proposal included in the proxy statement under SEC rules. By complying with these provisions, a shareholder may present a proposal in person at the meeting, but will not be entitled to have the proposal included in the Company's proxy statement unless they comply with the requirements described in the preceding paragraph. Persons holding proxies solicited by the Board may exercise discretionary authority to vote against such proposals.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.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. Company'sCompany’s Certificate of Incorporation requires that the Company'sCompany’s Board consist of not fewer than three directors and not more than 15 directors. The Board has fixed the number of directors at thirteen.14. Each of the thirteen14 directors listed below has been nominated for a one-year term to serve until the 20132016 Annual Meeting of Shareholders and until their successors are 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 and& Corporate Governance Committee, may select different nominees for election as directors.Company'sCompany’s Board. The nominees were each recommended to the Board by the Company'sCompany’s Nominating and& 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 and& 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 and& Corporate Governance Committee considers in their evaluation of director candidates is found in the Corporate Governance section which begins on page .THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES.Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 Years62;65; 2004 Trustee, Office of Hawaiian Affairs ("OHA"(“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 4th5th four-year term in 2008.2012. Ms. Apoliona has dedicated more than 30 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 has been a director of Bank of Hawaii, the Company's major subsidiary, since 1994. She is active in the community and serves on the boards of Bernice Pauahi Bishop Museum, Queen Lili'uokalani Children's Center Advisory Council, The Nature Conservancy of Hawaii, and the Smithsonian'sSmithsonian’s National Museum of the American Indian. Ms. Apoliona's close association with andApoliona’s knowledge of Native Hawaiian affairs and with cultural and charitable causes in Hawaii givegives her a valuableunique 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 and& Corporate Governance Committee on which all of the independent directors serve. — Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 Years67;70; 1994 35-year-old37 year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts) since 2004. Lead Independent Director of the Company since 1999. 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 officioex-officio Commissioner of Financial Institutions, Commissioner of Securities, and Insurance Commissioner). Until BlackRock'sBlackRock’s acquisition of Barclays Global Investors ("BGI"(“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 and& Corporate Governance Committee. Dr. Bitterman has been a director of Bank of Hawaii, the Company's major subsidiary, since 1984. She currently isserves 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'sPresswomen’s Federation and a Fellow of the National Academy of Public Administration. Dr. Bitterman received her B.A.bachelor of arts degree from Santa Clara University and her M.A. and Ph.D. from Bryn Mawr College. Dr. Bitterman's long history ofBitterman’s considerable experience in broadcasting, media and public policy, her experience as a regulator with authority over Bank of Hawaii and other state- charteredstate-chartered banks, her service on the board of a large mutual fund complex and its key committees, and her over 17 years ondeep understanding of the Company's BoardCompany and the financial services industry provide her with broad expertise across a range of issues of critical importance to the Company'sCompany’s activities in a highly regulated industry as well as theand public facing aspects of our business. By virtue ofenvironment. Dr. Bitterman has gained extensive and valuable Company insight from her positiontenure as Lead Independent Director of the Board and she serves ex-officio as a member of each of the Board's otherBoard’s standing committees. Barclays Global Investors Funds63;66; 2009 Company'sCompany’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 has been a director of Bank of Hawaii, the Company's major subsidiary, since 2009. He serves on the Board of Trustees of the Honolulu AcademyMuseum of ArtsArt and 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. Mr. Burak received his BBAbachelor's degree in Public Accountingbusiness administration in public accounting from Loyola University of Chicago and his MBAM.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 him direct knowledge of our business. His professional experience and educational background led the Board to appoint him to its Audit & Risk Committee and to designate him as a financial expert on that Committee. Along with all of the other independent directors, Mr. Burak also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 Years68;71; 2004 Schools—Schools - Kapalama (a college preparatory school serving children of Hawaiian ancestry) sincefrom 2001 - 2012 and President, Kamehameha Schools since 1988.from 1988 - 2012. As President and Headmaster, he iswas 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. Dr. Chun has been a director of Bank of Hawaii, the Company's major subsidiary, since 1993. In addition to being a director of Matson, Inc. (a shipping company that split from Alexander & Baldwin, (a shipping and real estate company)Inc. in 2012), he serves on the boards of various professional and community organizations, including Hawaii Pacific University, 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 master of scienceM.S. in civil engineering from the University of Hawaii. Dr. Chun'sChun’s leadership of one of Hawaii'sHawaii’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 and& Corporate Governance Committee on which all of the independent directors serve. 68;71; 2001 has been a director of Bank of Hawaii, the Company's major subsidiary, since 1992. Mr. Churchill serves as a member of the Military Affairs Council and President of the Pacific Aviation Museum at Pearl Harbor. He received his bachelor of science degree in business and his MBAM.B.A. in management and finance from the University of Arizona. Mr. Churchill'sChurchill’s long association with the Estate of James Campbell Estate (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 in the Company'sCompany’s core market as well as a deep knowledge of an industry that represents a large portion of our customer base. That perspective as well as Mr. Churchill'sChurchill’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'sBoard’s Nominating and& Corporate Governance Committee. Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 YearsDavid A. Heenan;71; 1993Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1995 (Chairman 1999, 2001, 2005, and 2009). Dr. Heenan formerly served as Chairman and CEO of Theo H. Davies Co., Ltd., the North American holding company for the Hong Kong-based Jardine Matheson. He also worked internationally for Chevron, Citicorp and McKinsey. He has served on the faculties of the Wharton and Columbia Business Schools. Dr. Heenan is a visiting professor at Georgetown University. Dr. Heenan has been a director of Bank of Hawaii, the Company's major subsidiary, since 1983. He is the author or co-author of seven books and has written various articles for diverse publications as the Harvard Business Review, the Sloan Management Review, the Wall Street Journal, and the New York Times. He holds an MBA from Columbia University and Ph.D. from the Wharton School of Business, University of Pennsylvania. As is the case with Mr. Churchill, Dr. Heenan's association with the Campbell Estate, qualifies him for service on the Company's Board. His international experience with major multinationals gives him an added perspective that is valuable to the Board in light of the broad geographic reach of the Company's business. Dr. Heenan's management and business knowledge led the Board to elect him to its Compensation Committee, which he chairs. Along with all of the other independent directors, Dr. Heenan also serves on the Board's Nominating and Governance Committee.Maui Land & Pineapple Co., Inc.46;49; 2009 sincefrom January 2006;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. Mr. Ho has been a director of Bank of Hawaii has been named one of America's best banks by Forbes for six consecutive years. Mr. Ho is currently serving a three-year term on the Company's major subsidiary, since 2005.board of the Federal Reserve Bank of San Francisco. In 2010, Mr. Ho was named Chairman of the Asia Pacific Economic Cooperation ("APEC") 2011 Hawaii Host Committee, fora public-private entity comprised of private sector, labor and elected leaders created to support Hawaii, the Asia Pacific Economic Cooperation (APEC), the premier forum for Asia-Pacific economies to cooperate on regional tradecountry and investment issues.President Obama’s hosting of APEC Leaders Week in November 2011. Mr. Ho is active in the Hawaii community and serves on several boards, including the Hawaii Community Foundation, the Hawaii Chapter of theMedical Service Association, Aloha United Way, American Red Cross, the GIFTCross-Hawaii, McInerny Foundation, Shane Victorino Foundation, the Strong Foundation, Catholic Charities-Hawaii, and the Hawaii Bankers Association. He is a member of the Financial Services Roundtable, the Hawaii Business Roundtable, the State of Hawaii Tax Review Commission, and the Hawaii Asia Pacific Association. 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. Mr. Ho holds a bachelorbachelors of science degree in business administration and an MBAM.B.A. from the University of Southern California. InHe is also a 2008 he successfully completedgraduate 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. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 Years67;69; 2000 Managing MemberSince 1998, Founding Partner of FTV Management Company, L.P., (a private equity management company) since 1998 and FTV Capital, a multi-stage private equity firm whose limited partners include many of the world'sworld’s foremost financial institutions. Mr. Huret is also Chairman of Huret Rothenberg & Co. a private investment firm, and is a director of Caplin Systems, Ltd,Ltd., Cloudmark, Inc,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 4346 years of commercial banking, investment banking and private equity investment experience. He 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. Mr. Huret has been a director of Bank of Hawaii, the Company's major subsidiary, since 2000. He has served as Trustee of Cornell University and San Francisco University High School. He received his bachelor of science degree in Industrialindustrial and Labor Relationslabor relations from Cornell University and his MBAM.B.A. with distinction from Harvard University. Mr. Huret'sHuret’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 the Board to appoint him to its Audit & Risk Committee, to designate him as a financial expert, and to appoint him Vice Chairman of the Committee. Along with all of the other independent directors, Mr. Huret also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. Inc58;61; 2006 CFOChief Financial Officer and various other executive positions at C. Brewer & Co., Ltd. Prior to C. Brewer & Co., Ltd., Mr. Lucien worked for Price Waterhouse Coopers.PricewaterhouseCoopers. He is a Certified Public Accountant. Mr. Lucien serves on the board of Wailuku Water Company LLC and Maui Land & Pineapple Co., Inc. He has been a director of Bank of Hawaii, the Company's major subsidiary, since 2006.LLC. Mr. Lucien received his bachelorsbachelor's degree from Occidental College and his MBAM.B.A. from Stanford University. Mr. Lucien'sLucien’s senior executive experience in significant Hawaiian businesses and his background in finance and accounting led the Board to nominate him as a director in 2006 and, prior to becoming the Company'sCompany’s Chief Financial Officer, to serve on the Audit & Risk Committee as its chair and to be designated as a financial expert. These qualifications, coupled with thehis deep knowledge of the Company'sCompany’s finances gained in his current role continue to qualify him for Board service. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 Years
58; 2014Former 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 Berkeley, California. Mr. Nichols’ 28 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 him to its Audit & Risk Committee and to designate him as a financial expert on that Committee. Along with other independent directors, Mr. Nichols also serves on the Board’s Nominating & Corporate Governance Committee. Bridgepoint Education, Inc. Martin A. Stein; 71;74; 1999 internetinternet-based financial companies across the United States and international companies including Canada and Israel. For eight years, Mr. Stein served as Vice Chairman of BankAmerica Corporation responsible for all technology and operations worldwide. He chaired various marketing, product strategy and budget committees for Bank of America and its parent company. He also served as EVP and Chief Information Officer responsible for all technology and operations at PaineWebber Corporation. As EVP of Fleet Financial Group, he was responsible for strategic planning, product development, marketing, MIS, operations and payments. Mr. Stein has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1999. Mr. Stein brings extensive experience in merger and consolidation activities, organizational efficiencies and staff management and development. He received a bachelor of arts degree (cum laude) and an honorary doctorate degree in business science from St. JohnsJohn's University. Mr. Stein'sStein’s knowledge of the global commercial banking business and his focus on the technology that continues to be of great significance to the industry, as well as his experience in strategic transactions and operational challenges, allow him to provide the Board with valuable insight across a range of matters. These qualifications led the Board to appoint him to its Audit & Risk Committee. Along with all of the other independent directors, Mr. Stein also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 YearsDonald M. Takaki; 70;73; 1997Hawaii'sHawaii’s largest transportation service company, ranked among the top 250 companies in the State of Hawaii. He is the former Chairman of the Hawaii Convention Center Authority and former board member of Hawaiian Airlines. Mr. Takaki has been a director of Bank of Hawaii, the Company's major subsidiary, since 1990. He is committed to his community, having served on the boards of many business and civic organizations, including the Hawaii Visitors and Convention Bureau (Chairman 2004-2006), Hawaii Hotel & Lodging Association, Chamber of Commerce of Hawaii, Hawaii Korean Chamber of Commerce, Japanese Cultural Center of Hawaii, and Iolani School. He serves as President and General Manager, Pacific Region Baseball, Inc., a non-profit organization that brings student athletes to and from Hawaii and Asia to promote cross cultural learning. In 2007, Mr. Takaki was recognized as the Distinguished Public School Graduate by the Public Schools of Hawaii Foundation. In 2011, he was named to the Maui High School inaugural Hall of Honor. Mr. Takaki'sTakaki’s deep involvement in the community and knowledge of business affairs throughout the Hawaiian Islands, as well as the experience gained through 1516 years of service on our Board, make him well-qualifiedwell qualified for service as a director. Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 Years63;65; 2004and Partner, Ho'akeaHo’akea Communications, LLC (a public affairs company) since 2003. Ms. Tanabe has expertise in communications and issues management with 25over 30 years of experience in public affairs, crisis management, and broadcast journalism in the United States and Asia. 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 the first Asian-American women journalists in the nation, and pioneered news coverage of issues dealing with ethnic minorities, diversity, and civil rights. She co-founded a public policy research firm, Hawaii Institute of Public Affairs, which produced studies resulting in legislation to promote economic development in Hawaii. Ms. Tanabe has beenShe is a directormember of Bankthe Board of Hawaii,Governors of the Company's major subsidiary, since 1994. She East-West Center, serves on the boards of the Japan-America Society of Hawaii, (Chair), Pacific Forum (The Asia arm of the Center for Strategic and International Studies), and numerous task forces including special assignments with the chief justice of the Hawaii State Supreme Court. In 2013, she received the distinguished Alumni Award from the University of Hawaii. In 2014, she co-founded the Hawaii Chapter of Women Corporate Directors. She received her bachelor of arts degree in communications from the University of Washington and an MBAM.B.A. from the University of Hawaii. Ms. Tanabe'sTanabe’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'sBoard’s Nominating and& Corporate Governance Committee. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 YearsRaymond P. Vara, Jr.; 45; 2013 President and Chief Executive Officer Hawaii Pacific Health. As President and CEO, 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. 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 covering seven states, 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, American Heart Association-National Board, Finance and Operations Committee, Hawaii Pacific University - Chair of Compensation Committee, and American Red Cross Hawaii Chapter. 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; 59;62; 2002Wo'sWo’s leadership, this third generation family ownedfamily-owned and operated business has grown to become Hawaii'sHawaii’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. He is a member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawaii. Mr. Wo has been a director of Bank of Hawaii, the Company's major subsidiary, since 1991. He has always been 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 serves on several business and non-profit boards, including Grace Pacific Corporation, Hawaii Medical Service Association, Assets School, and Bobby Benson Center. He received his bachelorsbachelor's degree in Economicseconomics from Stanford University and earned his MBAM.B.A. from Harvard Business School. Mr. Wo'sWo’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'sBoard’s Nominating and& Corporate Governance Committee. February 14, 2012,January 30, 2015, Bank of Hawaii Corporation had 45,904,97343,787,036 shares of its common stock outstanding. As of February 14, 2012,January 30, 2015, this table shows the amount of Bank of Hawaii Corporation common stock owned by (i) its directorseach 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 nominees, (ii)director nominee, (iii) each of the executive officers named in the Summary Compensation Table (the "named“named executive officers"officers”), (iii)and (iv) all of our directors and executive officers and directors as a group, and (iv) entities that are known by us to own beneficially more than five percent of Bank of Hawaii's common stock.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.AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP Number of
Shares
Beneficially
Owned Right to
Acquire
Within
60 Days Total Percent of
Outstanding
Shares as of
February 14,
2012
40 East 52nd Street
New York, NY 10022 5,461,393 0 5,461,393 11.76 % 10,772 (2) 13,248 24,020 * 29,640 (2)(3) 13,248 42,888 * 2,890 (2) 0 2,890 * 16,254 (2)(3) 13,248 29,502 * 25,580 (2)(3)(5) 13,248 38,828 * 41,973 (2)(4) 13,248 55,221 * 25,797 (2) 13,248 39,045 * 10,724 (2) 13,248 23,972 * 33,292 (2) 13,248 46,540 * 18,087 (2) 13,248 31,335 * 32,405 (2)(3) 13,248 45,653 * 101,281 57,835 159,116 * 47,970 (3)(6) 2,191 50,161 * 36,930 (7) 0 36,930 * 52,538 34,990 87,528 * 24,667 0 24,667 * 571,098 289,087 860,185 1.9 % *Each of the directors and named executive officers beneficially owns less than 1 percent of the outstanding common stock.Notes to Table on Amount and Nature of Beneficial OwnershipAll stock is subject to sole voting and investment power unless otherwise specified.(1)According to its Schedule 13G filed with the SEC on January 10, 2012, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Japan Co. Ltd, BlackRock Asset Management Deutschland AG, BlackRock Advisors LLC, BlackRock Advisors (UK) Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRockName Number of
Shares
Beneficially
Owned Right to
Acquire
Within
60 Days Total Percent of
Outstanding
Shares as of
January 30,
2015More than Five Percent Beneficial Ownership 5,419,079 (1) — 5,419,079 12.40 % Neuberger Berman Group LLC
605 Third Avenue
New York, New York 10158 2,812,480 (2) — 2,812,480 6.41 % 2,463,209 (3) — 2,463,209 5.60 % 2,680,013 (4) — 2,680,013 6.10 % Current Directors and Director Nominees S. Haunani Apoliona 18,844 (5) 4,248 23,092 * Mary G. F. Bitterman 34,534 (5)(6) 2,191 36,725 * Mark A. Burak 6,011 (5) — 6,011 * Michael J. Chun 24,970 (5)(6) 2,191 27,161 * Clinton R. Churchill 28,863 (5)(6)(8) 4,248 33,111 * David A. Heenan (not standing for re-election) 52,486 (5)(7) — 52,486 * Robert Huret 40,485 (5) 4,248 44,733 * Victor K. Nichols 1,241 (5) — 1,241 * Martin A. Stein 15,902 (5)(6) 2,191 18,093 * Donald M. Takaki 47,816 (5) 4,248 52,064 * Barbara J. Tanabe 20,854 (5) 4,248 25,102 * Raymond P. Vara, Jr. 2,058 (5) — 2,058 * Robert W. Wo 48,124 (5)(6) 2,191 50,315 * Named Executive Officers Peter S. Ho (also Director Nominee) 174,657 101,585 276,242 * Kent T. Lucien (also Director Nominee) 64,914 (6)(9) 32,191 97,105 * Wayne Y. Hamano 29,307 (6) 4,776 34,083 * Mark A. Rossi 50,388 (10) 30,000 80,388 * Mary E. Sellers 68,951 (6) 51,490 120,441 * All current directors, director nominees, and executive officers as a group (23 persons) 894,677 389,917 1,284,594 2.93 % (1) According to its Schedule 13G filed with the SEC on January 9, 2015, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Asset Management Deutschland AG, BlackRock Advisors, LLC, BlackRock Advisors (UK) Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Ltd, BlackRock Asset Management Ireland Limited, and BlackRock Life Limited (collectively referred to as “BlackRock”), may be deemed to have beneficial ownership as of December 31, 2014 of 5,419,079 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. According to the same filing, BlackRock has sole power to vote or to direct the vote over 5,276,621 of those shares and sole power to dispose or to direct the disposition of 5,419,079 shares. Investment Management, LLC, BlackRock (Luxembourg) S.A.(2) According to its Schedule 13G filed with the SEC on February 12, 2015, Neuberger Berman Group LLC is a parent holding company or control person and its affiliates, Neuberger Berman LLC and Neuberger Berman Management LLC, which serve as a sub-adviser and investment manager, respectively, of Neuberger Berman Group LLC’s various registered mutual funds (collectively referred to as “Neuberger Berman”), and BlackRock International Ltd, (collectively referred to as "BlackRock") may be deemed to have beneficial ownership as of December 31, 2014 of 2,812,480 shares of Bank of Hawaii Corporation common stock by its clients, none known to have more than five percent of outstanding shares except Neuberger Berman Management LLC. According to the same filing, Neuberger Berman has shared power to vote or to direct the vote of 2,804,344 of those shares and shared power to dispose or to direct the disposition of 2,812,480 shares.(3) According to its Schedule 13G filed with the SEC on February 11, 2015, State Street Corporation is a parent holding company or control person and its subsidiaries, State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisors Limited, State Street Global Advisors Ltd., State Street Global Advisors, Australia Limited, and State Street Global Advisors, Asia Limited, may be deemed to have beneficial ownership as of December 31, 2014 of 2,463,209 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, State Street Corporation has shared power to vote or to direct the vote over 2,463,209 of those shares and shared power to dispose or to direct the disposition of 2,463,209 shares. (4) According to its Schedule 13G filed with the SEC on February 10, 2015, The Vanguard Group is an investment adviser and its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., may be deemed to have beneficial ownership as of December 31, 2014 of 2,680,013 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 29,353 of those shares, sole power to dispose or to direct the disposition of 2,654,360 shares and shared power to dispose or to direct the disposition of 25,653 shares. (5) Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 14,605 shares; Dr. Bitterman, 945 shares; Mr. Burak, 945 shares; Dr. Chun, 19,745 shares; Mr. Churchill, 19,745 shares; Mr. Heenan, 24,745 shares; Mr. Huret, 945 shares; Mr. Nichols, 692 shares; Mr. Stein, 945 shares; Mr. Takaki, 23,745 shares; Ms. Tanabe, 945 shares; Mr. Vara, 945 shares, and Mr. Wo, 19,445 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Churchill, 5,218 shares; Heenan, 22,241 shares; Huret, 20,369 shares; Nichols, 549 shares; Takaki, 5,093 shares; and Wo, 12,988 shares; and Mmes. Apoliona, 2,044 shares and Tanabe, 9,458 shares. (6) 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, 6,605 shares, Dr. Chun, 2,280 shares, Mr. Churchill, 3,400 shares, Mr. Stein, 3,000 shares, Mr. Wo, 9,808 shares, Mr. Lucien, 5,500 shares, Ms. Sellers, 45,117 shares, and Mr. Hamano, 536 shares. (7) Includes 420 shares owned by a family partnership of which Mr. Heenan has shared voting and investment power. Also includes 156 shares owned by David A. Heenan, Inc. of which Mr. Heenan is president. (8) Includes 500 shares held in an Individual Retirement Account. (9) Includes 1,000 shares held in a Keogh account. (10) Includes 1,890 shares held in an Individual Retirement Account. (3)Includes shares held individually by family members as to which the specified officer or director may be deemed to have shared voting or investment power as follows: Ms. Bitterman, 5,953 shares, Mr. Chun, 4,326 shares, Mr. Churchill, 8,005 shares, Mr. Wo, 3,400 shares, and Mr. Lucien, 5,500 shares.(4)Includes 420 shares owned by a family partnership of which Mr. Heenan has shared voting and investment power. Also includes 156 shares owned by David A. Heenan, Inc. of which Mr. Heenan is president.(5)Includes 500 shares held in an Individual Retirement Account.(6)Includes 1,000 shares held in a Keogh account.(7)Includes 1,890 shares held in an Individual Retirement Account.("(“Governance Guidelines"Guidelines”). The Governance Guidelines are posted on the Company'sCompany’s Investor Relations 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"(“CEO”) evaluation, management succession, Code of Business Conduct and Ethics, shareholder communications to the Board and the Board'sBoard’s annual performance evaluation.Company'sCompany’s leadership structure consists of a combined Chairman and CEO and a 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 themit with the ability to perform theirits oversight role over management with the benefit of a management perspective as to the Company'sCompany’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'smanagement’s performance, and enables the Board to fulfill its duties effectively and efficiently. The Company'sCompany’s leadership structure ensurespromotes the objectivity of the Board'sBoard’s decisions and its role in reviewing the performance of management. Through its leadership and governance processes the Company has successfullyCompany'sCompany’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'sCompany’s Governance Guidelines clearly define the Lead Independent Director'sDirector’s role and duties which include, but are not limited to: serving as Chairman of the Company'sCompany’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. In addition to aten of the eleven non-management directors are "independent"“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 2011,2014, the non-management directors met four times in executive session seven times.session. The Lead Independent Director also meets regularly on an individual basis with members of the Company'sCompany’s executive management team.individual'sindividual’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 understandenhance their understanding of the Company'sCompany’s business.Company'sCompany’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 result is a diverse and experienced Board, ranging in age from 46 to 71, with a variety of ethnicities and members of both genders. The Board includes directors with experience in public corporations, non-profits, not-for-profit organizations,enterprise.enterprises. The Board also has the broad set of skills necessary for providing oversight to a financial institution, which includes proven leadership, and expertise in finance, accounting, information technology, lending, investment management, and communications. With the exception of Mr. Burak, who was first elected in 2009, all of the non-management directors have been on the Company's Board for at least five years.Board'sBoard’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'sCompany’s By-Laws and Governance Guidelines.20132016 Annual Meeting of Shareholders must be presented in writing to the Corporate Secretary on or before November 16, 201213, 2015 at 130 Merchant Street, Honolulu, Hawaii 96813.Non-Management Directorsnon-management directors, or the Lead Independent Director by sending correspondence c/o the Company'sCompany’s Corporate Secretary, 130 Merchant Street, Honolulu, Hawaii 96813. All appropriate communications received will be forwarded to the Board, Non-Management Directorsnon-management directors or the Lead Independent Director as addressed.for Directors, Officers and Employees (the "Code") for directors, executive officers (including its chief executive officer, chief financial officer, chief accounting officer and controller) and employees that is posted on the Investor Relations page of the Company'sCompany’s website at www.boh.com. The Code addresses the professional, honest and candid conduct 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. In 2014, the Board approved and amended the Code to include the Executive Compensation Clawback Policy described in the Compensation Discussion and Analysis section on page 26. A waiver for an executive officer or directorof any provision of the CompanyCode may be made only by the Audit & Risk Committee of the Board of Directors 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'sCompany’s website at www.boh.com.Company'sCompany’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:a)In no event shall a director be considered independent if the director is an employee, or a member of the director's immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman, CEO, CFOa) In no event shall a director be considered independent if the director is an employee, or a member of the director’s immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman of the Board, CEO, Chief Financial Officer ("CFO") or other executive officer shall not disqualify a director from being considered independent following that employment. b) In no event shall a director be considered independent if the director receives, or a member of the director’s immediate family receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). A director may not be considered independent until three years after ceasing to receive such compensation. c) In no event shall a director be considered independent if the director is a current partner or employee of the Company’s internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company’s audit; or was a partner or employee of such a firm and personally worked on the Company’s audit within the last three years. d) In no event shall a director be considered independent if the director is employed, or a member of the director’s immediate family is employed, as an executive officer of another company where any of the Company’s present executives serves on that company’s compensation committee until three years after the end of such service or employment relationship. e) In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services rendered in an amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues for such year, until three years after falling below such threshold. b)In no event shall a director be considered independent if the director receives, or a member of the director's immediate family 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) and is not independent until three years after ceasing to receive such compensation.c)In no event shall a director be considered independent if the director is a current partner or employee of the Company's internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company's audit;or was a partner or employee of such a firm and personally worked on the Company's audit within the last three years.d)In no event shall a director be considered independent if the director is employed, or a member of the director's immediate family is employed, as an executive officer of another company where any of the Company's present executives serves on that company's compensation committee until three years after the end of such service or employment relationship.e)In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues for such year, until three years after falling below such threshold.f)A director will not fail to be deemed independent solely as a result of the director's and the director's immediate family members', or a director's affiliated entity's, 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 law, 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.g)Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors' fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).h)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.f) A director will not fail to be deemed independent solely as a result of the director’s and the director’s immediate family members’, or a director’s affiliated entities, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable laws, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features. g) Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors’ fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board). h) Human Resources & Compensation Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company, and shall otherwise meet the independence criteria of Section 10C of the Securities Exchange Act of 1934, as amended. Human Resources & Compensation Committee members may receive directors' fees or other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board). i) If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board’s judgment material, and therefore whether the affected director is independent. "immediate“immediate family member"member” includes the director'sdirector’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'sdirector’s home.ten directors and11 director nominees standing for re-election have been determined by the Board to be independent: Messrs. Burak, Chun, Churchill, Heenan, Huret, Nichols, Stein, Vara, and Wo, and Mmes. Apoliona, Bitterman, 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. There were no relationships that were considered in determining the independence of the independent directors. 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, Mr. Lucien is the CFO of the Company and is therefore not independent, and Mr. Takaki has been determined not to be an independent director due to his and his family'sfamily’s ownership interest in HawkTree International, Inc. ("HawkTree"(“HawkTree”), a diversified holding company engaged in transportation,4657 in the section regarding Certain"Certain Relationships and Related Transactions.20112014 served as an officer, former officer, or employee of the Company or had a relationship that was required to be disclosed under "Certain“Certain Relationships and Related Transactions."” Further, during 2011,2014, no executive officer of the Company served as:•• Bank of Hawaiirequirements and support the Company's governing objective of maximizing shareholder value over time.Board of Directors and inBoard. 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'smanagement’s responsibility for ensuring risk is managed within established tolerances.Company'sCompany’s systems, information and timely reporting are designed to enable the organization to quickly adapt to early warning signs. of Directors is responsible for oversight of the Company'sCompany’s enterprise risk framework. The Board has delegated to the Audit & Risk Committee primary responsibility for overseeing financial, credit, investment and operational risk exposuresCompany'sCompany’s overall risk exposures are understood, including risk interrelationships. The Board also oversees reputational risk.Board's Board’s risk oversight role and to ensure that potential problems are surfaced, the Audit & Risk Committee directly oversees the Company'sCompany’s Internal Audit and Credit Review functions.Board'sBoard’s risk oversight responsibility includes the implementation of compensation programs that do not encourage or incentivize excessive risk taking. The Human Resources & Compensation Committee is responsible for establishing and reviewing the Company'sCompany’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.2009, with the assistance of an independent outside consultant,2014, the Company completed a comprehensive annual review of its compensation policies and incentive plans to confirm itsplans. This review confirmed that these policies and plans are encouragingencourage behavior that is within the Company's risk tolerance, are compatible with effective controls and risk management and are supported by strong corporate governance.governance, including a risk and control monitoring process which is embedded in its quarterly performance review process. The results of the review revealedfurther confirmed that no individual employeesemployee or groups of employees whoseemployees' incentive plans encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company.. The review also revealed that the controls and risk management at the Company are communicated in a top down manner and are ingrained in the cultureCompany.2011.2014. The Board'sBoard’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'sCompany’s annual shareholder meeting. Each director attended at least 75% or more of the aggregatemeetings of the total numberBoard and 75% of Boardthe committee meetings and the total number of meetings held by the committees on which he or she served in 2011.2014. All of the Company'sCompany’s directors attended the 20112014 Annual Meeting of Shareholders. Until 2010 thehad fourhas three standing committees: the Audit & Risk Committee, the Human Resources & Compensation Committee, (the "Compensation Committee"), the Executive & Strategic Planning Committee (the "Executive Committee"), and the Nominating & Corporate Governance Committee (the "Nominating Committee"). In 2011, the Board eliminated the Executive & Strategic Planning Committee since the work specified in that committee's charter is done by the full Board and the needCommittee. The charters for the committee no longer existed. The committee chartersrespective Board committees are posted in the Investor Relations section of the Company'sCompany’s website at www.boh.com."Board Committees"“Board Committees”) meet the independence standards of the NYSE and the Company'sCompany’s Governance Guidelines. The Board Committees'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.Audit & Risk Human Resources & Compensation Nominating and& Corporate
GovernanceMary G. F. Bitterman Mary G. F. Bitterman S. Haunani Apoliona Mark A. Burak David A. Heenan*Heenan *** Mary G. F. Bitterman* Clinton R. Churchill* Barbara J. Tanabe Mark A. Burak Robert Huret**Huret ** Robert W. Wo **** Michael J. Chun Victor K. Nichols ****** Raymond P. Vara, Jr. ***** Clinton R. Churchill Martin A. Stein Clinton R. ChurchillDavid A. HeenanRaymond P. Vara, Jr. Robert Huret David A. HeenanRobert HuretVictor K. Nichols ****** Martin A. Stein Barbara J. Tanabe Raymond P. Vara, Jr. Robert W. Wo * Committee Chairman ** Committee Vice Chairman *** Committee Chairman (January - April 2014; retiring in April 2015) **** Committee Chairman (May 2014 - present) ***** Committee Member as of December 2014 ****** Committee Member as of July 2014 *Committee Chairman**Committee Vice Chairman2011Committee'sCommittee’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'sfirm’s qualifications and independence; and overseeing the performance of the Company'sCompany’s internal audit function and independent registered public accounting firm. In 2010 the Committee changed its name to theThe Audit & Risk Committee and revised its charter to include thealso provides oversight of management'smanagement’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 Board has determined that Mark A.Messrs. Burak, Huret, Nichols, and Robert HuretVara meet the definition of "financial expert"“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. 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'sCompany’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 report of the Audit & Risk Committee Report is located on page 23.78 Meetings in 2011duties of theHuman Resources & Compensation CommitteeCommittee'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 compensation plans and stock plans, and evaluates performance against those goals. 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 directorDirector of human resources,Human Resources, makes recommendations with respect to non-CEO executive officer compensation. The Human Resources & Compensation Committee Report is located on page 25.57 Meetings in 2011 duties of the Nominating & Corporate Governance CommitteeCommittee'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.Board and the oversight of director continuing education opportunities. The Nominating & Corporate Governance Committee reviews the Board'sBoard’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'sCompany’s compliance with corporate governance requirements and leads and oversees the Board and its committees'committees’ annual performance evaluations. Further information regarding the responsibilities performed by the Nominating & Corporate Governance Committee and the Company'sCompany’s corporate governance is provided in the Committeecommittee charter and the Governance Guidelines.and Meeting Fees2011,2014, based on analyses completed by Veritas Executive Compensation Consultants, LLC ("Veritas"), the Board's current independent executive compensation consultant, and analyses completed in 2009 by the former executive compensation consulting firm, the Board approved a changethe following retainer fees, which remain unchanged from the previous 12-month period:director compensation structure and amount. As the legal and regulatory requirements imposed on directors have increased over the past several years, so has the time commitment required from Board members, as well as the competitionamount of $42,500;best candidates. In order to alignLead Independent Director in the Company's director pay closer with the medianamount of peer companies, and to increase the efficiency of the director pay process, beginning January 2011, the$15,000;Board retainer was increased and a committee retainer was implemented, eliminating all per meeting fees. The Board retainer was increased to $42,500 annually, with the lead director receiving an additional $15,000. The committee retainers in 2011 were:•retainer: chairman $19,000, vice chairman $14,000, member $9,000;•retainer: chairman $19,250, member $11,250.receivereceived fees that had changes in fee structure and amount in 2011.2014. Ms. Apoliona and Mr. Takaki are members of the Board-appointed Benefit Plans Committee ("BPC"(“BPC”), and Mms.Mmes. Apoliona and Tanabe and Messrs. Chun, Takaki, and Wo are members of the Fiduciary Investment Management Committee ("FIMC"(“FIMC”). TheIn 2014, the FIMC chairman's (Mr. Wo)(Ms. Tanabe) annual retainer was $12,500 and annual memberretainer fees for the FIMC and BPC members were $7,500 and $5,000, respectively, in 2011.respectively. The Directors are reimbursed for board relatedBoard-related travel expenses, and directors who are non-Hawaii residentsreside principally on the U.S. mainland receive an additional $5,000 annually to compensate them for travel time.("Director(the “Director Stock Plan"Plan”). 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 ownership ofowning 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 2011,2014, each of the eleven12 non-employee Board members was given a stock award of 1,090945 shares of restricted common stock(" (“Restricted Shares"Shares”) with a vesting date of April 17, 2015, and one year from thenon-employee Board member, whose term of service began in July 2014, received 692 shares of restricted common stock with a vesting date of grant. NoApril 17, 2015. In in 2011.either all of the director'shis/her annual retainerBoard and meetingcommittee retainer fees, or the director's entireall of his/her annual retainer.Board retainer fees, or all of his/her annual committee retainer fees. At the director's choice, deferred amounts under the Directors' Deferred Compensation 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 Bank of Hawaii'sCompany's obligations under the Directors' Deferred Compensation 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. of Directors 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 in December 2006, the Nominating & Corporate Governance Committee implemented stock ownership guidelines that require each non-management director is required to own a minimum amount of five times his or her annual cash retainer in the Company'sBank of Hawaii Corporation common stock. Directors wereare given five years from first joining the Board to achieve guideline levels of ownership. Ten of the currenttwelve non-management directors standing for re-election have satisfied the ownership guidelines. One has made significant progress in meeting the ownership guidelines in 2011 and is on scheduleThe two recently elected directors are expected to satisfy the ownership guidelines within the required five-year period.Director Compensation2011,2014, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2011. Fees Earned
or Paid in
Cash
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings
($) Total
($) $ 60,000 $ 52,494 0 0 0 $ 112,494 $ 87,750 $ 52,494 0 0 0 $ 140,244 $ 56,500 $ 52,494 0 0 0 $ 108,994 $ 55,000 $ 52,494 0 0 0 $ 107,494 $ 66,500 $ 52,494 0 0 0 $ 118,994 $ 66,750 $ 52,494 0 0 0 $ 119,244 $ 66,500 $ 52,494 0 0 0 $ 118,994 $ 61,500 $ 52,494 0 0 0 $ 113,994 $ 60,000 $ 52,494 0 0 0 $ 112,494 $ 66,250 $ 52,494 0 0 0 $ 118,744 $ 71,250 $ 52,494 0 0 0 $ 123,744 (1)David A. Heenan, Barbara J. Tanabe, and Robert W. Wo elected to defer all of their respective fees earned in 2011 and Donald M. Takaki elected to defer his board retainer fees only in 2011.(2)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
($)S. Haunani Apoliona 55,000 52,542 — — — — 107,542 Mary G. F. Bitterman 86,750 52,542 — — — — 139,292 Mark A. Burak 55,500 52,542 — — — — 108,042 Michael J. Chun 50,000 52,542 — — — — 102,542 Clinton R. Churchill 62,500 52,542 — — — — 115,042 David A. Heenan 55,750 52,542 — — — — 108,292 Robert Huret 62,500 52,542 — — — — 115,042 Victor K. Nichols 30,250 39,409 — — — — 69,659 Martin A. Stein 60,500 52,542 — — — — 113,042 Donald M. Takaki 55,000 52,542 — — — — 107,542 Barbara J. Tanabe 65,000 52,542 — — — — 117,542 Raymond P. Vara, Jr. 55,500 52,542 — — — — 108,042 Robert W. Wo 68,500 52,542 — — — — 121,042 (1) Mmes. Apoliona and Tanabe and Messrs. Heenan, Huret, Nichols, and Wo elected to defer all of their respective fees earned in 2014. Mr. Takaki elected to defer only his Board retainer fees in 2014. (2) The amounts in this column reflect the fair value of the restricted stock on the date of grant. On April 25, 2014 the Company issued grants of 945 shares of restricted common stock to each of the non-management directors, having an aggregate fair value of $52,542 based on the closing price of the Company's common stock of $55.60 on the date of the grant; 100% of the grant will vest on April 17, 2015. In July 25, 2014, the Company issued grants of 692 shares of restricted common stock to Mr. Nichols, who is also a non-management director, having an aggregate fair value of $39,409 based on the closing price of the Company's common stock of $56.90 on the date of grant. As of December 31, 2014, 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, 2,745 shares; Dr. Bitterman, 945 shares; Mr. Burak, 945 shares; Dr. Chun, 2,745 shares; Mr. Churchill, 2,745 shares; Mr. Heenan, 2,745 shares; Mr. Huret, 945 shares; Mr. Nichols, 692 shares; Mr. Stein, 945 shares; Mr. Takaki, 2,745 shares; Ms. Tanabe, 945 shares; Mr. Vara, 945 shares; and Mr. Wo, 2,745 shares. (3) No option awards were granted in 2014. As of December 31, 2014, each director had outstanding options to purchase the indicated number of shares of the Company's common stock: Ms. Apoliona, 4,248; Dr. Bitterman, 4,248; Mr. Burak, 0; Dr. Chun, 4,248; Mr. Churchill, 4,248; Mr. Heenan, 4,248; Mr. Huret, 4,248; Mr. Nichols, 0; Mr. Stein, 4,248; Mr. Takaki, 4,248; Ms. Tanabe, 4,248; Mr. Vara, 0; and Mr. Wo, 4,248. Peter S. Ho Chairman of the Board of Directors, Chief Executive Officer, and President Kent T. Lucien Vice Chairman, Chief Financial Officer Wayne Y. Hamano Vice Chairman, Chief Commercial Officer Mark A. Rossi Vice Chairman, Chief Administrative Officer, General Counsel and Corporate Secretary Mary E. Sellers Vice Chairman, Chief Risk Officer Page ◦ Rebalanced performance targets for the short-term incentive plan to be 80% quantitative and expanded disclosure of the quantitative and qualitative metrics utilized, for the 2015 performance period ◦ Enhanced long-term incentive plan performance period to three years, with a 3-year cliff vesting period, for the 2015-2017 performance period ◦ Increased rigor and clarity of long-term incentive performance metrics for 2015 ◦ Implemented formalized clawback policy in 2014 ◦ Total shareholder return of 3.5%, 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 billion in assets) and the KBW Regional Bank Index ◦ Return-on-Equity and Return-on-Assets, two key measures of the Company’s financial health and performance metrics included in the executive compensation program, were up in 2014 relative to 2013. Additionally, two other key metrics in the executive compensation program, Stock Price-to-Book Ratio and the Tier 1 Capital Ratio, remained strong through 2014 ◦ History of consistent dividends, even through the financial crisis ◦ Recognition For Excellence ▪ ▪ Ranked in the top 2 by the ABA Banking Journal for four consecutive years (largest banks and thrifts) ◦ 88% of CEO total compensation (salary, stock awards (long-term incentives), non-equity incentive plan compensation (short-term incentives), and all other compensation) is performance-based; 100% of short- and long-term incentives are performance-based ◦ Short-term and long-term incentives are tied to rigorous performance metrics, heavily weighted towards objective criteria with qualitative criteria based on measurable, value-driving metrics ◦ Significant share ownership requirements (5x base salary for CEO) ◦ 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. In these discussions, we learned that our shareholders were generally supportive of the key elements of our executive compensation program and were not seeking significant changes. Pay Elements 2014 Design Elements 2015 Design Elements Short-Term Incentive Plan Long-Term Incentive Plan 
Pay Elements Components Link to Performance Weighting Base Salary Cash N/A N/A Short-Term Incentives Annual Cash Bonus Diluted Earnings Per Share (“EPS”) 16.67% Stock Price-to-Book Ratio 16.67% Risk Management 16.67% Community Presence and Reputation 16.67% Leadership Development and Succession Planning 16.67% Strategic Initiatives 16.67% Long-Term Incentives Performance Shares Net Income 33.33% Return-on-Assets 66.67% Return-on-Equity Stock Price-to-Book Ratio Tier 1 Capital Ratio CEO Short-Term Incentive Metrics: Results Metric Weight 2013 Target 2013 Actual 2014 Target 2014 Actual Diluted EPS as a % of Budget 16.67% $3.35 $3.38 $3.60 $3.69 16.67% Third Quartile Fourth (Top) Quartile Third Quartile Fourth (Top) Quartile Risk Management 16.67% Achieved Achieved 16.67% Company presence and recognition Achieved Company presence and recognition Achieved Leadership Development and Succession Planning 16.67% Executive and high-potential employee development Achieved Executive and high-potential employee development Achieved Strategic Initiatives 16.67% Employee engagement, business growth, customer satisfaction Achieved Employee engagement, market penetration, brand improvement, efficiency, active risk and capital management Achieved 2014 Long-Term Performance Metrics: Results Performance Third Quartile Fourth (Top) Quartile Net Income $163 million N/A N/A Return-on-Assets* 1.14% X Return-on-Equity 15.50% X Stock Price-to-Book Ratio 2.46 X Tier 1 Capital Ratio 14.69% X Compensation Program Governance Summary ü Robust shareholder engagement process ü Formalized clawback policy ü ü No tax gross-ups ü Compensation program closely aligns pay with performance ü Double-trigger change-in-control provisions* ü ü No excessive perquisites ü Significant portion of compensation is variable or performance based ü No repricing of equity incentive awards ü No employment or severance agreements with NEOs ü Independent compensation consultant ü Anti-hedging and anti-pledging stock policies ü Independent Committee ◦ Align executive compensation with shareholder value creation ◦ Encourage retention and growth opportunities for executives ◦ Compensate executives for measureable and meaningful levels of Company performance ◦ Balance performance incentives while not encouraging excessive risk taking by executives (1) (2) (3) ◦ In the section of the banking and financial services industries where the Company competes for capital and talent ◦ In related industries within the financial services sector (regional banking) ◦ In a broad-based set of peers that are in different industries but similar in size and business scope ◦ Possible sources of, or destinations for, talent ◦ Comparable in: ▪ Business size and scope ▪ Complexity and organizational structure ▪ Compensation practices and structures ◦ Consist of some peers of our peer companies Peer Group Companies* Market Capitalization Revenue Total Assets Employee Population (FTE)** Bankunited Inc $2,944.9 $867.9 $19,210.5 1,587 Cathay General Bancorp $2,039.6 $459.2 $11,511.8 1,132 City National Corp $4,453.8 $1,319.0 $32,610.4 3,570 Commerce Bancshares Inc $4,187.7 $1,098.4 $23,994.3 4,744 Community Bank System Inc. $1,548.0 $375.2 $7,489.4 2,001 East West Bancorp, Inc. $5,556.9 $1,066.3 $28,738.0 2,496 FNB Corp/FL $2,311.0 $664.6 $16,127.1 2,879 Fulton Financial Corp $2,289.9 $763.5 $17,124.8 3,620 Glacier Bancorp Inc $2,083.4 $389.5 $8,306.5 1,813 Hancock Holding Co $2,504.2 $929.9 $20,747.3 3,794 Home Bancshares, Inc. $2,171.8 $380.7 $7,403.3 1,497 Intl Bancshares Corp $1,767.5 $573.1 $12,079.2 2,968 Investors Bancorp Inc $4,028.2 $702.7 $18,773.6 1,682 MB Financial Inc/MD $2,434.3 $592.4 $14,602.1 1,775 National Penn Bancshares Inc $1,550.9 $380.2 $9,750.9 1,658 Old National Bancorp $1,749.0 $554.6 $11,647.6 2,938 Privatebancorp Inc $2,609.5 $642.0 $15,603.4 1,168 Prosperity Bancshares Inc $3,862.5 $837.7 $21,507.7 3,096 Signature Bank/NY $6,337.6 $959.3 $27,318.6 945 Susquehanna Bancshares Inc $2,434.5 $829.0 $18,661.4 3,346 Synovus Financial Corporation $3,699.7 $1,190.8 $27,051.2 4,563 Texas Capital Bancshares Inc $2,483.5 $557.1 $15,899.9 1,016 Trustmark Corp $1,655.0 $615.8 $12,250.6 3,060 UMB Financial Corp $2,588.1 $862.6 $17,501.0 3,498 Umpqua Holdings Corp $3,695.7 $1,001.8 $22,613.3 2,490 United Bankshares Inc. $2,591.7 $499.5 $12,328.8 1,703 Valley National Bancorp $2,247.8 $714.2 $18,793.9 2,908 Webster Financial Corp $2,935.7 $921.0 $22,533.0 2,704 Western Alliance Bancorporation $2,411.6 $442.3 $10,600.5 1,131 Wintrust Financial Corp $2,184.4 $886.5 $20,010.7 3,413 Average for Bank Peer Group $2,845.3 $735.9 $17,426.4 2,507 Bank of Hawaii Corporation $2,593.3 $559.7 $14,787.2 2,161 Peer Group Companies* Market Capitalization Revenue Total Assets Employee Population (FTE)** Boston Beer Co. Inc. $3,782.5 $890.6 $572.3 1,120 CARBO Ceramics Inc. $924.9 $648.3 $934.2 1,025 Cepheid $3,815.8 $470.1 $793.6 1,200 Heartland Express, Inc. $2,370.9 $871.4 $760.0 5,220 HomeAway, Inc. $2,808.6 $427.3 $1,524.3 1,737 Intersil Corporation $1,882.3 $562.6 $1,154.3 1,017 Medidata Solutions, Inc. $2,590.5 $335.1 $622.2 923 MGE Energy Inc. $1,581.2 $629.4 $1,619.9 701 Morningstar Inc. $2,884.9 $744.2 $1,020.2 3,800 Sotheby's $2,979.0 $926.0 $2,462.7 1,577 TAL International Group, Inc. $1,450.6 $641.4 $4,230.8 172 The Advisory Board Company $1,765.9 $555.1 $1,022.6 2,800 The Ultimate Software Group, Inc. $4,165.3 $505.9 $1,190.3 2,300 U.S. Silica Holdings, Inc. $1,385.1 $776.6 $1,067.1 844 Ubiquiti Networks, Inc. $2,619.0 $607.6 $553.4 312 Average for Size-Based Peer Group $2,467.1 $639.4 $1,301.9 1,650 Bank of Hawaii Corporation $2,593.3 $559.7 $14,787.2 2,161 Pay Elements Components Rationale for Form of Compensation Base Salary Cash Short-Term Incentive Annual Cash Bonus Long-Term Incentive 2014 Short-Term Incentive Plan Financial Metrics – 50% Weighting Metric Weight 2013 Target 2013 Actual 2014 Target 2014 Actual Diluted EPS as a % of Budget 16.67% $3.35 $3.38 $3.60 $3.69 Stock Price-to-Book Ratio Relative to Peers 16.67% Third Quartile Fourth (Top) Quartile Third Quartile Fourth (Top) Quartile Risk Management 16.67% Safety and Soundness Achieved Safety and Soundness Achieved 2014 - 2016 Long-Term Incentive Plan Performance Share Payout Performance metrics* 2015 2016 2017 1/3 of target** paid if…
up to
1/3 of
grant vests
up to
1/3 of
grant vests 1/3 of target** paid if… 1/3 of target** paid if… 2014 net income is positive Pay Elements 2014 Design Elements 2015 Design Elements Short-Term Incentive Plan Long-Term Incentive Plan Officer Chairman and CEO 5x Vice Chairmen 2x Name and Principal Position Year Salary
($)(1) Bonus
($)(2) Stock
Awards
($)(3) Option
Awards
($)(4) Non-Equity
Incentive Plan
Compensation ($)(5) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6) All Other
Compensation
($)(7) Total
($)Peter S. Ho 2014 794,424 — 5,680,158 — 1,250,000 2,358 141,969 7,868,909 Chairman of the Board, 2013 754,847 — 1,506,366 — 1,200,000 — 146,213 3,607,426 Chief Executive Officer & 2012 675,000 — 1,564,738 228,897 1,375,000 3,798 122,908 3,970,341 President Kent T. Lucien 2014 443,942 425,000 912,232 — 470,000 — 96,970 2,348,144 Vice Chairman, 2013 423,500 — 502,281 — 419,000 — 71,668 1,416,449 Chief Financial Officer 2012 382,500 — 575,980 147,150 455,000 — 66,836 1,627,466 Wayne Y. Hamano 2014 358,278 450,000 912,232 — 410,000 102,039 87,418 2,319,967 Vice Chairman, 2013 330,308 250,000 — — 349,000 — 60,478 989,786 Chief Commercial Officer 2012 310,097 200,000 503,607 — 325,000 5,237 66,100 1,410,041 Mark A. Rossi 2014 443,942 — 912,232 — 470,000 — 73,575 1,899,749 Vice Chairman, Chief 2013 423,769 — 502,281 — 419,000 — 72,085 1,417,135 Administrative Officer, 2012 375,770 — 572,162 147,150 455,000 — 67,430 1,617,512 General Counsel, & Corporate Secretary Mary E. Sellers 2014 419,278 — 912,232 — 470,000 17,518 56,831 1,875,859 Vice Chairman, 2013 392,730 — 502,281 — 387,000 — 55,337 1,337,348 Chief Risk Officer 2012 330,769 — 566,913 147,150 420,000 9,808 50,009 1,524,649 (1) (2) For Messrs. Lucien and Hamano, amounts reported in this line include retention payments made pursuant to employment agreements entered in 2010 and, amended from time to time to extend the retention period. The Company does not generally have employment agreements with its executives. However, the Committee has from time to time entered into such agreements to retain key executives. In connection with the Company’s 2010 leadership transition, the Company entered into Retention Agreements with Messrs. Lucien and Hamano. The agreements, as amended, provided for retention payments of $425,000 to Mr. Lucien and $450,000 to Mr. Hamano in August 2014 subject to their continued employment at the Company through July 31, 2014. Mr. Lucien remains employed as the Company’s Vice Chairman and CFO and Mr. Hamano remains employed as Vice Chairman and Chief Commercial Officer. (3) As more particularly described on page 32 herein, the Committee on January 24, 2014 reviewed Mr. Ho’s exceptional performance as CEO, including the development and successful completion of the 2011-2013 Company Strategic Plan, and considered his performance and level of compensation as compared to peer companies. Based upon this review, the Committee approved a one-time performance-based grant to Mr. Ho comprised of 28,350 shares of restricted stock and 28,350 restricted stock units. Mr. Ho will only realize the value of this one-time grant if the Company achieves rigorous performance-based thresholds over the performance period and subject to a four-year contingent vesting schedule. If the rigorous performance thresholds are not met, Mr. Ho will forfeit all or a portion of this one-time performance-based grant. (4) This column represents the aggregate grant date fair value of stock options granted to the NEOs in accordance with ASC 718. The fair value of each stock option award was estimated on the grant date using the Black-Scholes option pricing model. The assumptions used in determining the grant date fair value for share-based compensation are described in the Company's 2014 Annual Report on Form 10-K in Note 15, Share-Based Compensation. (5) All amounts reported under this column relate to awards earned under the Executive Incentive Plan. (6) This column represents the annual change in the actuarial present value of accumulated benefits under the Employees’ Retirement Plan of Bank of Hawaii. Messrs. Ho and Hamano and Ms. Sellers are the only NEOs who are participants of this plan, which was frozen at the end of 1995. The increase in the value of the pension benefits from the prior measurement date is primarily due to the decrease in the discount rate used to measure the accumulated value of benefits (from 5.22% to 4.25%). In addition, the mortality table and improvement scale were updated for 2014. Additionally, for Mr. Hamano, the pension value increased by $93,514 due to the correction in monthly accrued benefits from $257.82 to $813.85. For 2013, Messrs. Ho and Hamano's pension value declined by $1,446 and $1,760, respectively. For 2013, Ms. Sellers' pension value declined by $4,377. (7) The All Other Compensation Table that follows provides additional detail regarding the amounts in this column. Name Year Retirement
Savings
Plan 401(k)
Matching
Contribution
($)(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
($)Peter S. Ho 2014 10,400 7,173 47,848 7,800 52,032 — 16,716 141,969 2013 10,200 6,512 47,878 7,650 56,246 — 17,727 146,213 2012 10,000 6,980 38,391 7,500 41,250 — 18,787 122,908 Kent T. Lucien 2014 10,400 7,173 12,852 7,800 13,976 32,368 12,401 96,970 2013 10,200 6,512 13,407 7,650 15,749 5,471 12,679 71,668 2012 10,000 6,980 14,728 7,500 15,825 — 11,803 66,836 Wayne Y. Hamano 2014 10,400 7,173 19,741 7,800 21,467 10,463 10,374 87,418 2013 10,200 6,512 11,929 7,650 14,014 10,173 — 60,478 2012 10,000 6,980 14,661 7,500 15,753 — 11,206 66,100 Mark A. Rossi 2014 10,400 7,173 16,633 7,800 18,088 — 13,481 73,575 2013 10,200 6,512 15,930 7,650 18,713 — 13,080 72,085 2012 10,000 6,980 14,540 7,500 15,623 — 12,787 67,430 Mary E. Sellers 2014 10,400 7,173 14,856 7,800 16,155 447 — 56,831 2013 10,200 6,512 11,903 7,650 13,983 5,089 — 55,337 2012 10,000 6,980 12,306 7,500 13,223 — — 50,009 (1) This column represents the Company match of an individual’s salary deferral contributions to the RSP, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2014 was limited to $260,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation. (2) For 2014, the total profit-sharing funding, or “Value Sharing Funding,” equaled 2.76% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($260,000 of eligible compensation in 2014) and RSP provisions, a portion is contributed to the RSP, and 3) any Value Sharing Funding on eligible compensation in excess of IRS limits are contributed to the Excess Benefit Plan (column 3). Column 2 represents the sum of the cash portion and the portion contributed to the RSP. For 2014, the cash portion and the portion contributed to the RSP was $1,291 and $5,882, respectively, for each of the NEOs. (3) This column represents the Company's Value Sharing Funding based on 2.76% of eligible compensation in excess of the Internal Revenue Code prescribed limit ($260,000 of eligible compensation in 2014) that is contributed to the Excess Benefit Plan, and is available to all eligible employees. (4) The Company's Fixed Contribution to the RSP equaled 3% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees. (5) The Company's Fixed Contribution to the RSP equaled 3% of eligible compensation. This column represents the Company's Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Benefit Plan, and is available to all eligible employees. (6) Messrs. Lucien and Hamano and Ms. Sellers were the only NEOs who deferred amounts under the Deferred Compensation Program. Refer to section "Nonqualified Deferred Compensation" for additional information. (7) For 2014, this column includes the value of perquisites for Messrs. Ho, Lucien, Hamano, and Rossi, which include club membership dues, car services, spouse travel, and home security for Mr. Ho. Name Executive
Contributions In
Last Fiscal Year
($)(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)Peter S. Ho — 99,880 9,491 — 555,622 Kent T. Lucien 551,327 59,196 49,526 — 1,167,979 Wayne Y. Hamano 284,197 51,671 21,330 — 594,939 Mark A. Rossi — 34,721 5,476 — 186,877 Mary E. Sellers 7,764 31,458 9,546 — 321,386 Name of Fund Rate of Return Name of Fund Rate of Return 500 Index Fund Inv 13.51 % Target Retirement 2025 7.17 % Emerging Markets Stock Index Inv 0.42 % Target Retirement 2030 7.17 % Explorer Fund Investor 3.91 % Target Retirement 2035 7.24 % High-Yield Corp Fund Inv 4.58 % Target Retirement 2040 7.15 % International Growth Inv (5.63 )% Target Retirement 2045 7.16 % Mid-Cap Growth Fund 10.86 % Target Retirement 2050 7.18 % Mid-Cap Index Fund Inv 13.60 % Target Retirement 2055 7.19 % Prime Money Market Fund 0.01 % Target Retirement 2060 7.16 % Selected Value Fund 6.36 % Target Retirement Income 5.54 % Short-Term Federal Inv 1.17 % Total Bond Market Index Inv 5.76 % Small-Cap Index Fund Inv 7.37 % U.S. Growth Fund Inv. 13.06 % Target Retirement 2010 5.93 % Wellington Fund Inv 9.82 % Target Retirement 2015 6.56 % Windsor Fund Investor 11.82 % Target Retirement 2020 7.11 % (2) These amounts represent Excess Benefit Plan contributions by the Company for fiscal year 2014 which were paid in 2015 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End column. See columns 3, 5, and 6 of the “All Other Compensation Table” for additional details. (3) A portion of each amount listed in this column has been reported in the "Summary Compensation Table" in current and prior years' proxy statements for the years in which the named executive officer appeared in these proxy statements. The amounts reported are as follows: Mr. Ho, $472,506; Mr. Lucien, $1,050,191; Mr. Hamano, $314,611; Mr. Rossi, $125,723; and Ms. Sellers, $227,851. Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards Estimated Future Payouts
Under Equity
Incentive Plan Awards
Stock
Awards;
Number of
Shares of
Stock or
Option
Awards:
Number of
Securities
Underlying
or Base
Price of
Option
Date Fair
Value of
Stock and
OptionName Type of Award(1) Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Peter S. Ho (2) RSG 1/24/14 — — — — 28,350 28,350 — — — 1,665,279 (2) RSU 1/24/14 28,350 28,350 1,665,279 (3) RSG 1/24/14 20,000 20,000 1,174,800 (3) RSU 1/24/14 20,000 20,000 1,174,800 Kent T. Lucien (2) RSG 1/24/14 — — — — 2,500 2,500 — — — 146,850 (2) RSU 1/24/14 2,500 2,500 146,850 (3) RSG 1/24/14 5,265 5,265 309,266 (3) RSU 1/24/14 5,265 5,265 309,266 Wayne Y. Hamano (2) RSG 1/24/14 — — — — 2,500 2,500 — — — 146,850 (2) RSU 1/24/14 2,500 2,500 146,850 (3) RSG 1/24/14 5,265 5,265 309,266 (3) RSU 1/24/14 5,265 5,265 309,266 Mark A. Rossi (2) RSG 1/24/14 — — — — 2,500 2,500 — — — 146,850 (2) RSU 1/24/14 2,500 2,500 146,850 (3) RSG 1/24/14 5,265 5,265 309,266 (3) RSU 1/24/14 5,265 5,265 309,266 Mary E. Sellers (2) RSG 1/24/14 — — — — 2,500 2,500 — — — 146,850 (2) RSU 1/24/14 2,500 2,500 146,850 (3) RSG 1/24/14 5,265 5,265 309,266 (3) RSU 1/24/14 5,265 5,265 309,266 (1) Type of Award: RSG - Performance-Based Restricted Stock Grant (2) As more particularly described on page 32 herein, the Committee on January 24, 2014 reviewed Mr. Ho’s exceptional performance as CEO, including the development and successful completion of the 2011-2013 Company Strategic Plan, and considered his performance and level of compensation as compared to peer companies. Based upon this review, the Committee approved a one-time performance-based grant to Mr. Ho. He will only realize the value of this one-time grant if the Company achieves rigorous performance-based thresholds over the performance period and subject to a four-year contingent vesting schedule. If the rigorous performance thresholds are not met, Mr. Ho will forfeit all or a portion of this one-time performance-based grant. (3) Performance-based restricted stock and restricted stock units were granted, of which one third are Service Shares and Units, one third are First-Tier Shares and Units, and one third are Second-Tier Shares and Units, which vest in one-third increments on March 2, 2015, January 29, 2016, and January 31, 2017, provided service and performance criteria are met. Each of the restricted share and unit components vests provided the grantee remains an employee of the Company through each respective vesting date as the Company achieved the 2014 performance objectives. The Service Shares and Units performance target was met as the Company achieved net income in excess of the aggregate amount of the regular quarterly dividends paid for 2014. The First-Tier Shares and Units performance target was met as the Company's Return-on-Assets, Return-on-Equity, Tier 1 Capital Ratio, or Stock Price-to-Book Ratio fell within the top quartile of the 2014 S&P Supercomposite Regional Bank Index or the 2014 S&P Supercomposite Bank Index that had been designated by the Committee. The Second-Tier Shares and Units performance target was met as the Company's Return-on-Assets, Return-on-Equity, Tier 1 Capital Ratio, or Stock Price-to-Book Ratio fell within the top two quartiles of the 2014 S&P Supercomposite Regional Bank Index or the 2014 S&P Supercomposite Bank Index that had been designated by the Committee. As the Company satisfied the 2014 performance objectives, as designated by the Committee, the grantee must remain an employee of the Company through the respective vesting dates to earn the performance-based restricted shares and units. The restricted stock units will be settled in cash based on the closing price of the Company's stock on the respective vesting date. 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
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(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
($)(6)Peter S. Ho 54,919 — — 50.72 12/16/15 620 (1) 36,772 48,350 (4) 2,867,639 23,333 — — 42.22 11/18/21 1,002 (2) 59,429 48,350 (5) 2,867,639 23,333 — — 47.72 1/20/22 21,055 (3) 1,248,772 — — Kent T. Lucien 2,191 — — 54.31 4/28/16 7,020 (3) 416,356 7,765 (4) 460,542 15,000 — — 42.22 11/18/21 — — 7,765 (5) 460,542 15,000 — — 47.72 1/20/22 — — — — Wayne Y. Hamano 4,776 — — 50.72 12/16/15 — — 7,765 (4) 460,542 — — — — — — — 7,765 (5) 460,542 Mark A. Rossi 15,000 — — 42.22 11/18/21 322 (1) 19,098 7,765 (4) 460,542 15,000 — — 47.72 1/20/22 522 (2) 30,960 7,765 (5) 460,542 7,020 (3) 416,356 Mary E. Sellers 21,490 — — 50.72 12/16/15 281 (1) 16,666 7,765 (4) 460,542 15,000 — — 42.22 11/18/21 456 (2) 27,045 7,765 (5) 460,542 15,000 — — 47.72 1/20/22 7,020 (3) 416,356 — — (1) These shares of restricted stock vest based on service conditions. A total of 612 shares vested for named executive officers on February 2, 2015. The future vesting date is January 31, 2016 or the next business day if the vesting date falls on a weekend or holiday. (2) These shares of restricted stock vest based on service conditions. A total of 660 shares vested for named executive officers on January 30, 2015. Future vesting dates are January 29, 2016 and January 31, 2017. (3) These are performance-based restricted stock in which the performance target(s) have been achieved. A total of 21,057 shares vested for named executive officers on January 30, 2015. The future vesting date is January 29, 2016. (4) These are performance-based restricted stock. Future vesting dates are March 2, 2015, January 29, 2016, January 31, 2017, and January 31, 2018. (5) These are performance-based restricted stock units that are cash-settled. Future vesting dates are March 2, 2015, January 29, 2016, January 31, 2017, and January 31, 2018. (6) The amounts in these columns are based on the closing stock price of Bank of Hawaii Corporation’s common stock on December 31, 2014 of $59.31. Option Awards Stock Awards Name Number of Shares
Acquired on
Exercise
(#) Value Realized
on Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
($)(1)Peter S. Ho — — 21,543 1,260,193 Kent T. Lucien — — 7,976 465,834 Wayne Y. Hamano — — 10,870 617,199 Mark A. Rossi — — 7,551 441,702 Mary E. Sellers — — 7,509 439,317 (1) Value determined by multiplying the number of vested shares by the closing market price per share of our common stock on the vesting date, or on the next business day in the event the vesting date was not on a business day. Plan Category Number of Securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
(#)(A) Weighted average
exercise price of
outstanding
options, warrants
and rights
($)(B) Number of securities
remaining available
for future issuance under
equity compensation plans
(excluding securities reflected
in column(A))
(#)(C)Equity compensation plans approved by security holders 755,343 46.29 1,297,866 Name 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 10,928 — Wayne Y. Hamano Employees’ Retirement Plan of Bank of Hawaii 12 136,874 — Mary E. Sellers Employees’ Retirement Plan of Bank of Hawaii 7 82,812 — 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 ($)(7) Total ($) Peter S. Ho 3,060,000 1,530,000 49,998 23,392 150,000 7,080,250 1,530,000 13,423,640 Kent T. Lucien 1,539,000 684,000 44,182 23,392 150,000 1,337,441 769,500 4,547,515 Wayne Y. Hamano 1,190,000 490,000 49,998 23,392 150,000 921,084 595,000 3,419,474 Mark A. Rossi 1,539,000 684,000 33,304 23,392 150,000 1,387,498 769,500 4,586,694 Mary E. Sellers 1,372,750 565,250 33,304 23,392 150,000 1,381,152 686,375 4,212,223 (1) Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination. (2) The Executive Incentive Plan provides that upon a change-in-control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change-in-control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), prorated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period. (3) In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chairman or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above. (4) Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007). (5) For participants who hold the position of Vice Chairman or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000. (6) Under the 2004 Stock and Incentive Plan, a change-in-control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. Commencing in April 2013, all new restricted stock, restricted stock units and stock option agreements which, by their terms, provide for acceleration of vesting in the event of a change-in-control, require a “Double Trigger” for acceleration to occur, as provided in the Retention Plan. (7) Under the Retention Plan, a participant who holds the position of Vice Chairman or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination. (8) In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax. of grant. On April 25, 2011,it becomes vested over any amount paid by the Company issued a grant of 1,090 shares of restricted common stock to eachrecipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the non-management directors, having an aggregate fair valuestock award, to recognize ordinary income, as of $52,494 based on the stockdate the recipient receives the award, equal to the excess, if any, of the fair market value of $48.16 per sharethe stock on the date the award is granted over any amount paid by the recipient for the stock.grant; 100%stock award.grantCode or an exception to 409A of the Code will vestrecognize ordinary income at the time the stock is delivered in respect of such RSU equal to the excess, if any, of the fair market value of the shares of Company common stock received over any amount paid by the recipient in exchange for the shares.April 18, 2012. Asreview of December 31, 2011,the copies of such reports received by the Company and the written representations of its directors and officers, the Company believes that all of its directors and officers complied timely with those filing requirements for 2014, except for two transactions. The initial statement of beneficial ownership for Mr. Dean Y. Shigemura was filed timely on a Form 3 on August 6, 2014; however, the amount of shares beneficially owned by Mr. Shigemura was overstated. Upon discovery of the error, an amended Form 3 was filed. Ms. Donna Tanoue was appointed a co-trustee of a trust holding shares of the Company’s common stock on October 25, 2014, which appointment was not identified as triggering a Form 4 filing obligation. Once Ms. Tanoue’s appointment as co-trustee was determined to trigger a filing obligation, a Form 4 describing her appointment was filed.hadand executive officer submits to the following numberCorporate Secretary a description of restricted stock awards accumulatedany current or proposed related party transactions. These transactions are presented to the Audit & Risk Committee for review and approval or ratification.accounts (which excludes options exercisedimmediate families, corporations and heldorganizations of which one or more of them was a beneficial owner of 10% or more of a class of equity securities, certain of their associates and affiliates, and certain trusts and estates of which one or more of them was a trustee or beneficiary. All loans to such persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as common stock in their accounts): S. Haunani Apoliona, 2,890 shares; Mary G. F. Bitterman, 1,090 shares; Mark A. Burak, 1,090 shares; Michael J. Chun, 2,890 shares; Clinton R. Churchill, 2,890 shares; David A. Heenan, 2,890 shares; Robert Huret, 1,090 shares; Martin A. Stein, 1,090 shares;those prevailing at the time for comparable loans with persons not related to the Company, and did not involve more than the normal risk of collectability or present other unfavorable features.2,890 shares; Barbara J. Tanabe, 1,090 shares;a current director and Robert W. Wo, 2,890 shares.(3)No option awards were granted in 2011. Asdirector nominee is Chairman and Chief Executive Officer of December 31, 2011, each director had outstanding optionsHawkTree International, Inc. (“HawkTree”) and its subsidiaries, Pacific Courier, Inc. (“PCI”), and Island Movers, Inc. (“Island Movers”). PCI provides courier and ATM servicing/currency transportation services to purchase the indicated number of shares of the Company common stock: S. Haunani Apoliona, 13,248; Mary G. F. Bitterman, 13,248; Mark A. Burak 0; Michael J. Chun, 13,248; Clinton R. Churchill, 13,248; David A. Heenan, 13,248; Robert Huret, 13,248; Martin A. Stein, 13,248; Donald M. Takaki, 13,248; Barbara J. Tanabe, 13,248;through two separate contracts, and Robert W. Wo, 13,248.Service 2014 2013 Audit Fees $ 1,351,674 $ 1,300,359 Audit-Related Fees 197,000 194,000 Tax Fees 97,265 38,544 Total $ 1,645,939 $ 1,532,903 Company'sCompany’s financial reporting process on behalf of the Board.Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls and disclosure controls. In this context, we have met and held discussions with management and the independent registered public accounting firm. Management represented to us that the Company'sCompany’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and we have reviewed and discussed the audited financial statements and related disclosures with management and the independent registered public accounting firm, including a review of the significant management judgments underlying the financial statements and disclosures.Statement on Auditing Standards No. 61 ("Communication with Audit Committees"), as amended and as adopted by the Public Company Accounting Oversight Board ("PCAOB"Board's (“PCAOB”) in Rule 3200T,Accounting Standard No. 16, "Communications with Audit Committees," including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addition, we have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm its independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, we determined, among other things, that the audit and non-audit services provided by Ernst & Young LLP were compatible with its independence. Consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit & Risk Committee has adopted policies to avoid compromising the independence of the independent registered public accounting firm, such as prior committee approval of audit, non-audit, tax, and all other services, and required audit partner rotation.company'sCompany’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits, including internal control testing under Section 404 of the Sarbanes-Oxley Act.Act of 2002. We meetmet with theour internal auditors and independent registered public accounting firm, with and without management present, and in private sessions with members of senior management to discuss the results of their examinations, their evaluations of the Company'sCompany’s internal controls, and the overall quality of the Company'sCompany’s financial reporting. We also periodically meetmet in executive session.boardBoard of Directors (and the boardBoard of Directors subsequently approved the recommendation) that the audited consolidated financial statements be included in the Company'sCompany’s annual report on Form 10-K for the year ended December 31, 2011,2014, for filing with the Securities and Exchange Commission. We have also appointed the Company'sCompany’s independent registered public accounting firm, subject to shareholder ratification, for 2012.Robert HuretCOMPENSATIONREPORT The 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 Compensation Committee, we have reviewed and discussed the Compensation Disclosure and Analysis to be included in the Company's 2011 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 Disclosure and Analysis be included in such Proxy Statement.As submitted by the members of the Compensation Committee,David A. Heenan, ChairmanMary G. F. BittermanBarbara J. TanabeRobert W. Wo COMPENSATION DISCUSSIONPRE-APPROVAL POLICIES AND ANALYSISPROCEDURESExecutive Summary The primary focus of the Bank of Hawaii executive compensation program is to encourage and reward performance that supports the Company's business strategies and promotes sustainable growth in shareholder value. As part of this focus, compensation risks are assessed and managed appropriately in the context of the Company's business strategies. The Company believes that its goals are best supported by rewarding the Company's named executive officers for outstanding contributions to the Company's success, compensating those officers competitively with similarly situated executive officers, and providing the Company's named executive officers with equity in the Company to encourage and motivate such officers to focus on the long-term growth and success of the Company. The Company's financial performance showed improvement in 2011. Although net income was down largely due to a nonrecurring expense related to the settlement of a class action suit filed against the bank and one-time gains in 2010, loans increased across most categories and deposit growth remained strong hitting $10.6 billion. Credit quality also remained strong. The Company continued its focus on disciplined capital and risk management and the balance sheet remains solid with high levels of liquidity, capital and reserves. For 2011, cash compensation to the CEO and the other named executive officers consisted of base salary and performance-based variable compensation. Mr. Ho and the named executive officers voluntarily agreed to five to ten percent reductions in base salary. The reduced base salaries were offset by restricted share grants of equivalent value, which vest over two to five years. The base salary of the Chief Retail Officer, based on the recommendation of the CEO, was increased by $50,000 based on his promotion to Vice Chairman and additional responsibilities. Long-term and equity-based incentive compensation, used to encourage the named executive officers to focus on the long-term profitable growth of the Company and aligning their interests with those of the shareholders, included cash for equity, restricted stock awards and stock options. The incentive awards made to the CEO and other named executive officers were established taking into account the better than expected financial performance. The Company provides its shareholders with the opportunity to castadvisory vote on executive compensation (a "say-on-pay proposal"). At the Company's Annual Meeting of Shareholdersheld on April 22, 2011, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Company believes this affirms shareholders' support of the Company's approach to executive compensation, and did not change its approach in 2011. The Company will continue to consider the outcome of the say-on-pay votes when making future compensation decisions for the named executive officers.Compensation Philosophy Compensation of our named executive officers, including the Chief Executive Officer (the "CEO"), is the responsibility of the Compensation Committee of the Board (the "Committee"). The Committee believes that executive compensation should align with shareholders' interests, pay for performance, maintain a balance between risk and reward, reinforce support for the Company's vision, and be consistent with market compensation trends after taking into account the unique circumstances facing the Company in light of geographic, demographic and economic conditions in the markets served by the Company. 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. There are no specific formulas to determine the mix of pay elements, or the allocation between cash and non-cash compensation or among non-cash forms of pay. As described below, neither total compensation nor any element of cash and non-cash compensation is formally benchmarked against a peer group of companies. In making compensation decisions, the Committee considers individual performance, experience in the position, breadth of duties, and pay parity among positions of comparable responsibility. While the Committee may also review market data, it does not target pay at any specific competitive market percentile.Compensation Process The Committee, consistent with its Charter, determines compensation for the named executive officers. The Committee, along with the Board, management, and its compensation consultant, undertake a process of linking compensation, corporate strategy and performance in setting and implementing executive compensation. The Committee determines the corporate goals and objectives relevant to CEO compensation and evaluates the performance of the CEO in light of those goals and objectives. In determining the CEO's long-term compensation, the Committee considers among other factors, the Corporation's performance, relative shareholder return, the competitive marketplace, and the awards given to the CEO in past years. With respect to compensation decisions for the other named executive officers, the CEO reviews the performance of each of the other named executive officers, considering similar factors and individual objectives, and provides his recommendations to the Committee. The Committee gives significant weight to the recommendations of the CEO. 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 unnecessary and excessive risks that may threaten the value of the Company. 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. In January, the Committee reviews the Company's annual results and the longer-term performance trend compared to the business plan, and uses this review, together with factors as described onpage 29, as the basis, for the annual evaluation of the CEO. The CEO does not attend executive sessions of the Committee where his own compensation is being reviewed and determined by the Committee or the Board. The Committee's evaluation is communicated to the CEO by the Lead Independent Director and discussed with the full Board. 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 named executive officer), annually reviews the performance of each of the other named executive officers. The conclusions and recommendations based on those reviews, including any recommendations for salary adjustments, annual awards and equity components, are presented to the Committee. The Committee has the discretion to accept, reject or modify the CEO's recommendations, and to determine the amount of equity and other compensation payable to executives based on its assessment of their performance. Rather than relying on formulaic models, the Committee believes that retaining discretion to assess performance of the CEO and other named executive officers gives the Committee members the ability to more accurately reflect individual contributions that cannot be quantified.The Role of the Compensation Consultant The Committee is responsible for retaining its compensation consultant and for determining the terms and conditions, including fees of the engagement. The Committee determines whether the consultant's services are performed objectively and free from the influence of management. The executive compensation consultant reports directly to the Committee and takes instructions solely from the Committee. The Committee Chairman pre-approves all compensation consulting engagements, including the nature, scope and fees of assignments. In late 2010, the Committee selected Veritas Executive Compensation Consultants, LLC ("Veritas"), which performs no other services for the Company, as its executive compensation consultant. The Committee continued to use Veritas in 2011 to help ensure that its executive total compensation practices are competitive, appropriately designed, and are aimed at linking executive compensation to the business and strategic objectives of the Company. For 2011, Veritas provided the Committee with market data and an analysis of competitive compensation for the named executive officers. The Committee used this data as a "market check" to help assess the competitiveness of the Company's pay practices, but neither total compensation nor any element of compensation paid to the named executive officers is benchmarked against this data. The Committee did not target the elements of its compensation program at any specific level or percentiles within a peer group. To complete the analysis, Veritas reviewed named executive officer compensation data from the proxies of banks and other companies similar in size and/or scope to the Company, as well as from published survey sources. Veritas' analysis took into account the competitive quality and appropriateness of the Company's current total compensation arrangements in light of our business objectives, financial performance and market best practices. The Company's financial performance and compensation practices were compared to three peer groups: 1) publicly-traded banks that never participated in the Troubled Asset Relief Program ("TARP"); 2) publicly-traded banks that were TARP recipients but completely repaid their debt and have since had positive stock performance; and 3) publicly-traded companies from various industry sectors that were close to the Company in size. These Veritas-recommended peer groups consisted of companies that Bank of Hawaii competes against for products and/or services, recruits human capital from, and is similar to in size and scope. These broad peer groups include direct competitors and organizations with similar business models, and, therefore, provide a relatively meaningful comparison. Veritas reviewed base salary, total cash compensation including annual incentives on both an actual andtarget basis, and total direct compensation including long-term incentives (both actual and target levels). In its study, Veritas reported:•Base salary at approximately the 50th percentile relative to the peer groups and the 60th percentile compared to published survey data.•Actual total cash compensation at approximately the 65th percentile relative to the non-TARP bank peer group, approximately the 75th percentile compared to the recovered TARP bank peer group, slightly above median of the size-based peer group, and approximately the 60th percentile compared to published survey data.•Target total cash compensation at approximately the 75th percentile relative to the non-TARP and recovered TARP bank peer groups, the 65th percentile compared to the size-based peer group and the 75th percentile relative to published survey data.•Actual total direct compensation (including the value of the Company's 2010 cash for equity and restricted stock grants) at approximately the 65th percentile compared to the non-TARP bank peer group, approximately the 60th percentile relative to the recovered TARP bank peer group, the 25th percentile relative to the size-based peer group and the 50th percentile relative to published survey data.•Target total direct compensation at approximately the 75th percentile compared to the non-TARP and recovered TARP bank peer groups, the 30th percentile relative to the size-based peer group, and the 60th percentile compared to published survey data. Having considered the analysis by Veritas, the Committee revised the performance evaluations for the CEO and other NEO's by adopting clearly defined metrics, both Company-wide and individual, set at difficult yet attainable levels. In addition, the Committee re-evaluated the Company's equity-based long-term incentive plan and decided to transition from the Cash for Equity Program to a stock and option based program (see further discussion in the "Compensation Elements and Determination of Compensation" section below).Compensation Elements and Determination of Compensation Compensation elements for 2011 included:•Base salary•Performance-based variable compensation•Equity based compensation and Cash for Equity•Retirement and other benefits•Perquisites The performance measurements that were used to evaluate named executive officers (other than the CEO) and taken into account in setting compensation policies and making compensation decisions are set forth below. In 2008, the Committee approved the "Cash for Equity Program." The program was intended to be an efficient way to provide equity based compensation. The goals of the program were to facilitate stock accumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's common stock. The amount of the Company's Cash for Equity awards was determined independently of the value of a named executive officer's existing equity holdings and independently of the amount of his or her annual incentive award. The program allowed for flexibility in the timing of awards and avoided the estimation of the value of grants. The Committee awarded the last of the Cash for Equity grants in 2011. In early 2011 the Committee approved a 3-year share appreciation program (the "SAP"), a cash-based performance unit program designed to align the long-term interests of shareholders and executives through risk management and the achievement of earnings growth and stock price appreciation. Performance grants were to be awarded annually, with a potential maximum annual grant of 23,333 units for Mr. Ho and 15,000 units each for Messrs. Lucien, Biggs, Rossi, and Ms. Sellers. The number of annual units actually granted would have depended upon the level of achievement of the performance objectives for the performance year. Due to stock market volatility, the accounting for the SAP proved to be challenging and would have resulted in deferring more of the expense until the end of the performance period. As a result, the Committee approved a replacement program to the SAP (the "SAP Replacement Program") in late 2011. The SAP Replacement Program replaces the cash based feature of the SAP with a 3-year stock option incentive program. The potential total maximum stock option grants available under the SAP Replacement Program for each participant are divided equally into thirds over the 3-year SAP Replacement Program period and include maximum potential annual grants of 23,333 shares for Mr. Ho, and 15,000 shares each for Messrs. Lucien, Biggs, Rossi, and Ms. Sellers. The stock option grants in 2011 were service-based awards. The stock option grants in 2012 and 2013 are service- and performance-based and the performance objectives have been established by the Committee for 2012.Base Salary Base salary is based on each individual's responsibilities. The CEO may also consider compensation market survey 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 based on the CEO's assessment of individual performance and his recommendation. In recommending base salaries the CEO considers the needs of the Company and of the executive officer, 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 on the recommendation of the CEO, it was determined that the base salary in 2011 for the Chief Retail Officer would be increased effective February 18, 2011 by $50,000 based on his promotion to Vice Chairman and his additional responsibilities. Base salaries for the other NEO's were voluntarily reduced by 10% for Messrs Ho, Lucien, Rossi and Ms. Sellers, and by 5% for Mr. Biggs, and replaced by an equivalent number of restricted shares.Performance-Based Variable Compensation The named executive officers participate in the Bank of Hawaii Corporation Executive Incentive Plan (the "Executive Incentive Plan"), which is designed to compensate the named executive officers with annual cash awards for optimizing the profitability and growth of the Company. These incentives reward the participants for achieving their individual goals, as well as the Company's goals and link the personal interests of participants with those of the Company's shareholders. The Executive Incentive Plan also provides participants with an incentive for individual performance and teamwork. For awards that are intended to qualify as performance-based compensation under Internal Revenue Code Section 162(m) (see "Tax Considerations" below), the Committee establishes, at the beginning of an annual performance period, an incentive pool from which incentive awards are paid to participants. The incentive pool is expressed as a percentage of the Company's net income before taxesfor the fiscal year. For performance year 2011, the incentive pool was established as an amount equal to 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 2011, the Compensation Committee allocated a maximum of 31% to Mr. Ho, 14% to Mr. Lucien and 11% to each of the other named executive officers. The Committee exercises its discretion, however, to reduce an executive's actual incentive payment to a dollar amount based on a target award opportunity. A target award opportunity, expressed as a percentage of base salary, is established for each named executive officer at the beginning of the year. The target award is generally set for performance that meets financial expectations. Each named executive officer's target opportunity takes into account the executive's position, scope of responsibilities, and individual contribution to the Company. For 2011, the target incentive opportunity for Mr. Ho was 100% of his base salary, the target opportunity for Mr. Lucien was 80% of his base salary, the target incentive opportunity for each of Messrs. Biggs and Rossi and Ms. Sellers was 70% of base salary. The potential range of annual incentive opportunities, expressed as a percent of base salary, is as follows:Mr. Ho0 - 250%Mr. Lucien0 - 200%Messrs. Biggs and Rossi and Ms. Sellers0 - 175% In evaluating the CEO's performance and determining the amount by which the CEO's incentive pool percentage would be adjusted to arrive at his incentive payment, the Committee employs a scoring system that assigns to the CEO a weighted score based on satisfaction of specified criteria established at the beginning of the year. The score can range from 1.0 (lowest possible score) to 2.5 (highest possible score) for each of the specified criteria (except the risk criteria carries a maximum score of 2). For example, the Committee assigns a score of 2.5 if the Company's shareholder value performance as measured by its Stock Price to Book Ratio vs. Peers is in the top or 4th quartile (the 100th percentile), a score of 2.0 if shareholder value is in the 3rd quartile (the 75th percentile), a score of 1.6 if shareholder value is in the 2nd quartile (the 50th percentile) and a score of 1 if shareholder value is in the 1st quartile (the 25th percentile). The Company's shareholder value performance is measured through comparison with the banking companies identified in the Super Composite Regional Bank Index described below. All criteria are weighted equally. For 2011, the Committee considered the criteria below. These measures were selected by the Committee because they represent a balance between financial and qualitative measurements of performance. They are consistent with the strategic direction of the Company and highly correlated to increases in shareholder returns as well as organizational long-term well being.ScoreFinancial Performance: Diluted Earnings Per Shares as % of Budget2.50Shareholder Value: Stock Price to Book Ratio vs. Peers(1)2.50Risk Management2.00Community Presence/Reputation2.50Leadership Development & Succession Planning2.50Score12.00(1)Based on the S&P Super Composite Regional Bank Index less the 10 institutions with assets > $50 billion. The Index includes the following banks in order of Price to Book Ratio ranking: Bank of the Ozarks Inc, Westamerica Bancorporation, First Financial Bankshares Inc, Bank of Hawaii Corp, Signature Bank /New York, Texas Capital Bancshares Inc, City Holding Co, Valley National Bancorp, Commerce Bancshares Inc/Kansas City, Home Bancshares Inc/AR, United Bankshares Inc, Cullen/Frost Bankers Inc,Tompkins Financial Corp, NBT Bancorp Inc, Community Bank System Inc, East West Bancorp Inc, SVB Financial Corp, First Financial Bancorp, PacWest Bancorp, UMB Financial Corp, Trustmark Corp, Independent Bank Corp/Rockland, Boston Private Financial Holdings Inc, Prosperity Bancshares Inc, Sterling Bancorp/NY, Simmons First National Corp, Hancock Holding Co, S&T Bancorp Inc, National Penn Bancshares Inc, City National Corp/CA, Old National Bancorp/IN, Wilshire Bancorp Inc, FirstMerit Corp, Glacier Bancorp Inc, Columbia Banking System Inc, Fulton Financial Corp, Webster Financial Corp, Cathay General Bancorp, International Bancshares Corp, TCF Financial Corp, Pinnacle Financial Partners Inc, First Horizon National Corp, Umpqua Holdings Corp, First Midwest Bancorp Inc/IL, PrivateBancorp Inc, BancorpSouth Inc, First Commonwealth Financial Corp, Associated Banc-Corp, Hanmi Financial Corp, Wintrust Financial Corp, United Community Banks Inc/GA, Synovus Financial Corp, Susquehanna Bancshares Inc, First BankCorp/Puerto Rico. The specified criteria established for the CEO evaluation are generally not adjusted during the year, except—in the Committee's discretion—in the event of certain unanticipated events affecting the Company. The Committee did not make any such adjustments in 2011. The CEO's award under the Executive Incentive Plan is recommended by a pre-determined grid based on the performance evaluation score. The award is established as a percentage of base salary. For 2011 Mr. Ho's incentive award was $950,000. The incentive amounts payable to each of the other named executive officers is determined by a similar process in evaluating the established performance criteria, but does not include formal scoring. In addition to the established performance criteria, the award takes into account individual business unit objectives, as well as the individual's performance, scope of responsibilities and market data. The CEO makes an initial recommendation to the Committee as to the final incentive awards for each of the other named executive officers for the Committee's consideration. The Committee has the discretion to accept, reject, or modify the CEO's recommendations. For 2011, the Committee accepted and approved the CEO's incentive recommendations for the other named executive officers as follows: Mr. Lucien, $395,000; Mr. Biggs, $225,000; Mr. Rossi, $395,000; and Ms. Sellers, $360,000. The incentive awards for the named executive officers were above target due to the better than expected financial performance of the Company in 2011 and the leadership provided in Mr. Ho's first full year as CEO. In addition to the awards under the Executive Incentive Plan, the Committee may pay discretionary cash awards to executives. In paying discretionary awards, the Committee considers recommendations from the CEO, changes in position, and an assessment of individual performance. These cash awards will not qualify as performance-based compensation under Section 162(m). In 2011 Mr. Biggs received a $12,048 payout of his accrued vacation upon his promotion to vice chairman.Long-Term and Equity-Based Compensation and Cash for Equity Long-term incentives are intended to encourage decision-making with the long-term interests of the Company in mind, to retain and reward management for the long-term success of the Company and to align the interests of shareholders and executives through the achievement of the Company's strategic business plan. The Company generally uses equity awards, which are an important component of total compensation, to accomplish its long-term incentive objectives. In accordance with the Company's equity compensation plans, the Committee may grant stock options, restricted stock awards or restricted stock units. As mentioned previously, in 2008, the Committee approved the Cash for Equity Program, which was intended to augment equity based compensation. The goals of the program were to facilitate stock accumulation, simplify compensation and foster long-term employment by encouraging participants touse the cash to purchase the Company's common stock. The program also assisted executives in meeting the Company's Stock Ownership Guidelines. The amounts paid to the named executive officers under this program are listed in the "Bonus" column in the Summary Compensation Table. Grants issued under this program for named executive officers include long-term retention terms which call for repayment of a pro-rata portion of the grant if the executive leaves prior to the end of the term. The Committee awarded the last of the Cash for Equity grants in 2011. In early 2011, the Committee approved the 3-year SAP, a cash-based performance unit program, with awards that were to be granted annually with the amount depending upon the level of achievement of the performance objectives for the performance year. However, due to stock market volatility, the accounting for the SAP proved to be challenging, and the Committee approved the Replacement Program in late 2011. The Replacement Program replaces the cash-based feature of the SAP with a 3-year stock option incentive program. The potential total maximum stock option grants available under the Replacement Program for each participant are divided equally into thirds over the 3-year Replacement Program period and include maximum potential annual grants of 23,333 shares for Mr. Ho, and 15,000 shares each for Messrs. Lucien, Biggs and Rossi, and Ms. Sellers. The stock option grants in 2011 were service-based awards. The stock option grants in 2012 and 2013 are service- and performance-based and the performance objectives for 2012 were established by the Committee at the beginning of 2012. Performance objectives for 2013 will be established by the Committee in early 2013. The amount of the long-term incentive grant awards under the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan (the "2004 Stock and Incentive Compensation Plan") is subjectively determined, taking into account position and job responsibilities, individual performance, Company performance, future potential contributions to the Company, internal pay parity, and market survey data. In addition, the Committee may review additional factors to determine the size, frequency and type of long-term incentive grants. These factors may include the tax consequences of the grants to the individual and the Company, accounting impact, potential dilutive effects, potential future stock values and the number of shares remaining available for issuance under the Company's equity incentive plan. The terms and conditions of awards under the 2004 Stock and Incentive Compensation Plan, including the amount, measurement, vesting and payment of such awards, may be conditioned upon certain performance measures and are determined at the discretion of the Committee. In the case of awards that are intended to comprise qualified performance-based compensation to covered employees under Section 162(m) of the Internal Revenue Code, the performance measures are limited to one or more of the following performance measures, separately or in combination: (a) earnings per share (actual or targeted growth); (b) net income (including, but not limited to, after capital costs or before or after taxes) or other income measures; (c) return profitability measures (including, but not limited to, return on average assets, risk-adjusted return on capital, or return on average equity); (d) efficiency ratio (including, but not limited to, operating efficiency) or other efficiency measures; (e) full-time equivalency control; (f) stock price (including, but not limited to, growth measures or total shareholder return); (g) revenues or expenses (including, but not limited to, growth or reduction targets); (h) noninterest income compared to net interest income ratio; (i) margins; (j) asset quality (including, but not limited to, level of non-performing assets or loans); (k) capital adequacy; (l) liquidity; (m) reserves (including, but not limited to, coverage ratios, allowance for loan losses, and reserves for unfunded commitments); (n) regulatory compliance, regulatory ratings or examination results; and (o) satisfaction levels (including, but not limited to, customer or employee satisfaction). The performance measures may apply to the Company as a whole or any subsidiary, affiliate, or business unit of the Company. Restricted stock or restricted stock unit awards generally vest based on achievement of one or more performance goals, length of service or both. The discussion under "Grants of Plan-Based Awards" and the footnotes to the "Outstanding Equity Awards at Fiscal Year-End" table disclose the performance criteria that have been used for recent equity awards made to the named executiveofficers. These criteria include achievement of top quartile total shareholder return based on the Mid-Cap Bank Performance Index, Total Shareholder Return, Earnings Per Share growth, efficiency ratio, NIACC (as more fully defined in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2012), risk adjusted return on capital (RAROC), return on equity (ROE), direct expense, operating income growth, operating leverage, and credit loss management. Additional information regarding stock option and equity awards issued, and the criteria for performance-based vesting, is provided in "Grants of Plan-Based Awards" and in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested." In 2010, the Committee updated its stock ownership guidelines applicable to the executive officers to include the value of restricted stock. The objective of stock ownership guidelines is to align shareholder and management interests. Under the guidelines, the CEO should own Company stock having a market value equal to at least five times base salary, vice chairmen should own at least two times base salary, and senior executive vice presidents should own at least 1.5 times base salary. Stock ownership includes the value of vested stock options, restricted stock, stock units from qualified plans, and other stock held by the executive. The guidelines provide that the CEO comply with the stock ownership levels within five years of the date that they are hired or promoted to such position within the Company; for all other named executive officers the attainment period is three years. As of December 31, 2011, all of the named executive officers satisfied the stock ownership guidelines.Health, Retirement, Perquisites and Other Compensation Executive officers are eligible to participate in health and insurance plans, retirement plans, and other benefits generally available to full-time employees. This is consistent with our belief in offering employees basic health and retirement benefits that are competitive in our markets. The retirement programs assist our employees in planning for their retirement income needs. Benefits under our qualified health and retirement plans are not directly tied to specific Company performance. The Committee regularly reviews the value of benefits. Our employees who meet service requirements are eligible to participate in the Company sponsored Retirement Savings Plan, a tax-qualified defined contribution pension plan. We believe that ongoing perquisites should be limited in scope and value. Our most significant perquisites relate to moving and relocation expenses.Nonqualified Deferred Compensation Plans The Committee has adopted the Bank of Hawaii Corporation Executive Deferred Compensation Program (the "Deferred Compensation Program"), a program that offers senior management the ability to defer up to 80% of base salary and/or 100% of incentive amounts under the Executive Incentive Plan in order to allow executives to defer, along with the receipt of such incentive amounts, the income tax liability on such amounts (including any appreciation in value as a result of the deemed investment of such amounts) until payment. This program allows participants to manage their cash flow and estate planning needs. The Company also maintains the Bank of Hawaii Retirement Savings Excess Benefit Plan (the "Excess Benefit Plan"), a non-qualified supplemental retirement benefits plan that compensates participants for benefits that would otherwise be payable under the Company's Retirement Savings Plan but for certain Internal Revenue Code limitations. The Committee believes that this plan is important to ensure equitability in retirement funding amounts between those that fall below and above the IRC limitations. See the discussion under "Nonqualified Deferred Compensation" for additional information regarding the Deferred Compensation Program and the Excess Benefit Plan. Benefits under theExecutive Deferred Compensation Program and the Retirement Savings Excess Benefit Plan are not directly tied to specific Company performance. The value of these programs is viewed independently by the Committee from the other pay elements. Gains from longer-term incentives are not included in the determination of nonqualified deferred compensation benefits.Employment Agreements The Company does not have employment agreements with its executives. However, the Committee has from time to time entered into retention agreements with certain of its executives as an incentive to the executive to stay with the Company for a specified period of time. In 2010, with the transition in the Company's leadership, a Retention Agreement for Mr. Lucien was implemented. The terms of the Retention Agreement include: (i) an annual base salary and benefits through January 31, 2013; (ii) participation in the Executive Incentive Plan for calendar years 2010, 2011, and 2012; (iii) participation in the 2010 Cash for Equity Program and the Company's equity program; and (iv) participation in employee benefit plans to the extent he is eligible to do so by their terms. If Mr. Lucien performs his duties to the Company's satisfaction through January 31, 2013, he will receive a Retention Payment of $425,000. If he voluntarily terminates his employment, he will receive only salary and vested benefits through the effective date of that termination. If Mr. Lucien is terminated for "cause", he will forfeit all monetary consideration under the Retention Agreement not paid to him as of the termination date. In early 2012, the Retention Agreement was amended to extend the separation date to January 31, 2014 and conform other terms to the extended date.Change In Control The Committee believes that an essential component to protecting and enhancing the best interests of the Company and its shareholders is to provide for the protection of its executive team in the event of a change in control of the Company. Change in control benefits play an important role in attracting and retaining valuable executives. The payment of such benefits ensures a smooth transition in management following a change in control by giving an executive the incentive to remain with the Company through the transition period, and, in the event the executive's employment is terminated as part of the transition, by compensating the executive with a degree of financial and personal security during a period in which he is likely to be unemployed. The Change in Control Retention Plan (the "Retention Plan"), provides benefits only in the event that a participant's employment is terminated by the Company without cause or by the participant for "good reason" within 24 months following a change in control. The Committee believes that this encourages executives to remain with the Company upon a change in control. The key provisions of the Retention Plan for Vice Chairmen and above are:•Severance Benefit—a "two times base salary and bonus" payment which is payable in the month following termination of employment.•Payment for Noncompetition—an additional "one times base salary and bonus" payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan.•In addition to non-competition restrictions, the Retention Plan imposes non-disclosure, non-solicitation and non-disparagement restrictions on participants. In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Plan. The terms of the Company's 2004 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock and restrictedstock units upon the occurrence of a change in control of the Company. We believe that it is generally appropriate to fully vest equity and incentive based awards to employees in a change in control transaction because such a transaction may often cut short or reduce the employee's ability to realize value with respect to such awards. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date and will be calculated as an amount equal to two times a participant's incentive allocation for the prorated performance period. Each of the named executive officers participates in the Retention Plan. See the discussion under Change in Control, Termination and Other Arrangements on page 43 for additional information.Tax Considerations Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers in excess of $1.0 million, but excludes "performance-based compensation" from this limit. To maintain flexibility in compensating executive officers, the Compensation Committee does not require all compensation to be awarded in a tax deductible manner, but it is its intent to do so to the fullest extent possible and consistent with overall corporate goals. Some compensation payable to our executive officers may exceed the Section 162(m) deduction limit. In 2011 no compensation exceeded the deductibility limit. Year Salary
($)(1) Bonus
($)(2) Stock
Awards
($)(3) Option
Awards
($)(4) Non-Equity
Incentive Plan
Compensation
($)(5) Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(6) All Other
Compensation
($)(7) Total
($) Peter S. Ho 2011 680,768 — 75,039 244,369 950,000 1,174 103,859 2,055,209 2010 673,078 — 1,282,450 — 750,000 586 85,474 2,791,588 2009 625,000 — — — 450,000 535 79,685 1,155,220
Kent T. Lucien
2011
385,768
—
42,548
157,097
395,000
64,280
1,044,693
2010 384,270 200,000 910,010 — 325,000 56,009 1,875,289 2009 340,000 200,000 — — 216,000 — 18,279 774,279
Mark A. Rossi
2011
354,000
—
39,018
157,097
395,000
—
63,475
1,008,590
2010 364,616 200,000 776,185 — 325,000 — 60,225 1,726,026 2009 360,000 200,000 — — 216,000 — 54,099 830,099
Mary E. Sellers
2011
308,615
—
34,038
157,097
360,000
19,638
44,155
923,543
2010 331,461 200,000 776,185 — 290,000 3,988 40,959 1,642,593 2009 310,000 200,000 — — 222,000 3,733 39,666 775,399
Peter M. Biggs
2011
260,730
202,048
11,507
157,097
225,000
—
34,942
891,324
(1)Messrs. Ho and Lucien receive no fees or compensation for their services on the Board of Directors.(2)In 2008, the Company approved the Cash for Equity Program to augment equity based compensation. Awards under this Program are included in the "Bonus" column of this table. In 2011, Mr. Biggs received a Cash for Equity award of $190,000. Additionally, Mr. Biggs received a $12,048 payout of his accrued vacation that appears in this column.(3)As required by the SEC's revised proxy rules finalized in December 2009, amounts in this column represent the fair market value of the award on the date of grant for restricted share grants. See the "Grants of Plan Based Awards" table for information on the grants issued to the named executive officers in 2011. Additional information regarding stock option and equity awards is provided in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested."(4)As required by the SEC's revised proxy rules finalized in December 2009, amounts in this column represent the fair market value of the award on the date of grant for stock options. See the "Grants of Plan Based Awards" table for information on the grants issued to the named executive officers in 2011. Additional information regarding stock option and equity awards is provided in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested."(5)All amounts reported under this column relate to awards paid under the Executive Incentive Plan for fiscal years 2011, 2010 and 2009.(6)Mr. Ho and Ms. Sellers are the only named executive officers who are participants under the Employees' Retirement Plan of Bank of Hawaii, which was frozen at the end of 1995.(7)This column includes retirement plan and profit sharing and insurance premiums. This column also includes perquisites in 2011 for Messrs. Ho, Lucien and Rossi, the value of which was $13,831, $13,399 and $13,670, respectively. The total value of perquisites provided by or paid for by the Company was less than $10,000 for Mr. Biggs and Ms. Sellers during 2011 and the value of any such perquisites is not included in this column for these executive officers. The following table provides additional information about the amounts that appear in the "All Other Compensation" amounts in the Summary Compensation Table for 2011, 2010 and 2009, respectively. Bank of
Hawaii
Retirement
Savings
Plan 401(k)
Matching
Contribution
($)(1) Bank of
Hawaii
Value
Sharing
Funding
($)(2) Bank of
Hawaii
Excess
Plan
Value
Sharing
Funding
($)(3) Bank of
Hawaii
Retirement
Savings Plan
Company
Fixed
Contribution
($)(4) Bank of
Hawaii
Excess Plan
Company
Fixed
Contribution
($)(5) Term Life
Insurance
($)(6) Other
Compensation
($)(7) Total All
Other
Compensation
($) 2011 9,800 6,206 30,037 7,350 35,573 1,062 13,831 103,859 2010 9,800 6,101 21,866 7,350 26,342 1,080 12,935 85,474 2009 9,800 5,402 19,405 7,350 26,400 696 10,632 79,685
2011
9,800
6,206
11,798
7,350
13,973
1,754
13,399
64,280 2010 9,800 6,101 6,157 7,350 7,418 1,703 17,480 56,009 2009 5,212 3,602 1,300 4,900 1,769 1,496 — 18,279
2011
9,800
6,206
10,994
7,350
13,020
2,435
13,670
63,475 2010 9,800 6,101 8,357 7,350 10,068 2,475 16,074 60,225 2009 9,800 5,402 7,828 7,350 10,650 2,384 10,685 54,099
2011
9,800
6,206
8,957
7,350
10,608
1,234
—
44,155 2010 9,800 6,101 7,681 7,350 9,254 773 — 40,959 2009 9,800 5,402 6,946 7,350 9,450 718 — 39,666
2011
9,800
6,206
3,997
7,350
4,733
2,856
—
34,942 (1)This column represents the Company match of an individual's salary deferral contributions to the Retirement Savings Plan, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2011 was limited to $245,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation.(2)For 2011, the total profit-sharing funding, or "Value Sharing Funding," equaled 2.53% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($245,000 in 2011) and Plan provisions, a portion is contributed to the Retirement Savings Plan ("Plan"), and 3) if an employee's contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Excess Benefit Plan (column 3). Column 2 represents the sum of the cash portion and the portion contributed to the Plan. For 2011, the cash portion was $1,082 for Messrs. Ho, Lucien, and Rossi, Biggs, and Ms. Sellers. The cash portion is based upon a formula using 80% of the Social Security wage maximum and is available to all eligible employees. The Social Security wage maximum was $106,800 in 2011. The value sharing amount contributed to the Plan was $5,124 in 2011 for Messrs. Ho, Lucien, Rossi, Biggs, and Ms. Sellers.(3)If an employee's contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Excess Benefit Plan and is reflected in this column.(4)For 2011, the Company Fixed Contribution to the Retirement Savings Plan equaled 3%, of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.(5)For 2011, the Company Fixed Contribution to the Retirement Savings Plan equaled 3%, of eligible compensation. This column represents the Company Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Plan, and is available to all eligible employees.(6)This column includes the portion of life insurance premiums paid by the Company. The beneficiaries on these insurance policies are named by each executive.(7)For 2011, this column includes the value of perquisites for Messrs. Ho, Lucien and Rossi, which include club membership dues, car services, parking, and home security for Mr. Ho.NONQUALIFIED DEFERRED COMPENSATIONExecutive Deferred Compensation Program The Company's Deferred Compensation Program is a nonqualified deferred compensation plan that allows senior management (including the named executive officers) to defer up to 80% of their base salary earned for a specified year through the Executive Base Salary Deferral Plan (the "Salary Deferral Plan"), and to defer up to 100% of incentive payments under the Executive Incentive Plan. In 2011, no named executive officer deferred amounts under the Executive Deferred Compensation Program. A participant is always 100% vested in his or her deferred amounts. Deferred amounts under the Deferred Compensation Program are subject to adjustment for appreciation or depreciation in value based on hypothetical investments in one or more investment funds or vehicles permitted by the Compensation Committee and chosen by the participant. A participant's deferred amounts are generally payable beginning on the earliest to occur of (a) a specified time chosen by the participant, or if none, the date that is six months following a separation from service, (b) the participant's death, (c) the participant's disability or (d) an "unforeseeable emergency" (generally, a severe financial hardship resulting from the illness of the participant or his or her spouse or dependent, or other extraordinary and unforeseeable circumstances arising from events beyond the control of the participant). Distributions in the event of an unforeseeable emergency are subject to restrictions and are limited to an amount that is reasonably necessary to satisfy the emergency need. For distributions upon a separation from service or at a specified time chosen by a participant, the participant may choose to receive deferred amounts as a lump sum cash payment or in annual installments over a period not to exceed five years. The amount of each installment will be calculated using the "declining balance method", under which each installment payment is determined by dividing a participant's aggregate unpaid balance by the remaining years in the payment period. For distributions on all other events, payment will be made as a cash lump sum. Bank of Hawaii's obligations with respect to deferred amounts under the Salary Deferral Plan and the Executive Incentive Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plans. The assets of the trust are at all times subject to the claims of the Company's general creditors.Retirement Savings Excess Benefit Plan The Retirement Savings Excess Benefit Plan (the "Excess Benefit Plan") is a non-qualified supplemental retirement benefits plan that compensates participants for the amount of benefits that would otherwise be payable under the Company's Retirement Savings Plan but for limitations under Internal Revenue Code Sections 415 and 401(a)(17) as to the amount of annual contributions to, and annual benefits payable under, the Retirement Savings Plan. A participant's accrued benefits under the Excess Benefit Plan are hypothetically invested in one or more funds permitted by the Plan and chosen by the participant, and are adjusted for appreciation or depreciation in value attributable to such hypothetical investments. For an individual who first becomes a participant in the Excess Benefit Plan after May 19, 2006, the plan provides that benefits are payable upon a separation from service according to a distribution schedule that is determined by reference to the total amount accrued for the individual under the plan. A participant with:•$100,000 or less in deferred amounts will receive a lump sum payment six months after separation from service;•more than $100,000 but no more than $300,000 in deferred amounts will receive distributions in two installments;•more than $300,000 but no more than $500,000 in deferred amounts will receive distributions in three installments; and•more than $500,000 in deferred amounts will receive distributions in five installments In each case, the first installment will be paid on the first day of the seventh month following separation from service and subsequent installments will be paid in each subsequent January. An individual who first became a participant in the Excess Benefit Plan on or prior to May 19, 2006 will receive benefits upon the participant's separation from service and may have elected to be paid (a) according to the distribution schedule applicable to individuals who become participants after May 19, 2006, (b) in a lump sum on the first day of the seventh month following separation from service, or (c) in annual installments (not to exceed five) commencing on the first day of the seventh month following separation from service or commencing on an anniversary of the participant's separation from service (not later than the fifth anniversary). The amount of each installment will be calculated using the declining balance method. If a participant dies prior to the full distribution of his or her deferred amounts, however, any unpaid amounts remaining will be distributed in a lump sum. The Company's obligations under the Excess Benefit Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the Plan. The assets of the trust are at all times subject to the claims of the Company's general creditors. ��Set forth below is information regarding the amounts deferred by or for the benefit of the named executive officers in 2011. Executive
Contributions In
Last Fiscal Year
($)(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) — 65,610 6,404 — 255,927 — 25,771 4,996 — 251,408 — 24,014 1,676 — 63,598 — 19,565 2,349 — 96,002 — 8,730 811 — 34,740 (1)During 2011, none of the named executive officers deferred any compensation under the Executive Incentive Plan. The table below shows the Vanguard funds available under the Executive Deferred Compensation Program and their annual rate of return for the calendar year ended December 31, 2011, as reported by the administrator of the Executive Deferred Compensation Program. Rate of
Return Rate of
Return 1.97 % 1.71 % -18.42 % 0.60 % -1.89 % -0.37 % 0.49 % -1.27 % 7.13 % -2.24 % -13.68 % -2.55 % 1.17 % -2.51 % -2.11 % -2.54 % 0.05 % -2.27 % 0.82 % 5.25 % 2.76 % 7.56 % -2.80 % 3.85 % 5.14 % -4.00 % 3.37 % (2)These amounts represent Excess Benefit Plan contributions by the Company for fiscal year 2011 which were paid in 2012 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End. See columns 3 and 5 of the "All Other Compensation Table" located in footnote 6 of the "Summary Compensation Table" for additional details.(3)A portion of each amount listed in this column has been reported in the Summary Compensation Table for prior fiscal years. The amounts previously reported are as follows: Mr. Ho, $223,131; Mr. Biggs, $0; Mr. Lucien, $16,644; Mr. Rossi, $36,903; and Ms. Sellers, $52,393. All Other
Stock
Awards;
Number of
Shares of
Stock or
Units
(#) All Other
Option
Awards;
Number of
Securities
Underlying
Options
(#) Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards Estimated Payouts
Under Equity
Incentive Plan Awards Exercise
or Base
Price of
Option
Awards
($/Sh) Grant
Date Fair
Value of
Stock and
Option
Awards
($) Grant
Date Threshold
($) Target
($)(1) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) 1/14/11 — — — — — — 1,552 — — 75,039 11/18/11 — — — — 23,333 — — — — 244,369
1/14/11
—
—
—
—
—
—
880
—
—
42,548 11/18/11 — — — — 15,000 — — — — 157,097
1/14/11
—
—
—
—
—
—
807
—
—
39,018 11/18/11 — — — — 15,000 — — — — 157,097
1/14/11
—
—
—
—
—
—
704
—
—
34,038 11/18/11 — — — — 15,000 — — — — 157,097
1/14/11
—
—
—
—
—
—
238
—
—
11,507
11/18/11
—
—
—
—
15,000
—
—
—
—
157,097 (1)In January of 2011 Mr. Ho took a voluntary 10% base salary reduction and received 1,552 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Ho received 23,333 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(2)In January of 2011 Mr. Lucien took a voluntary 10% base salary reduction and received 880 restricted shares which vest 20% on January 31, 2012 and 80% on January 31, 2013 provided he remains an employee of the Company through each vesting period. In November of 2011 Mr. Lucien received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(3)In January of 2011 Mr. Rossi took a voluntary 10% base salary reduction and received 807 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Rossi received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(4)In January of 2011 Ms. Sellers took a voluntary 10% base salary reduction and received 704 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided she remains an employee of the Company through each respective vesting period. In November of 2011 Ms. Sellers received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(5)In January of 2011 Mr. Biggs took a voluntary 5% base salary reduction and received 238 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Biggs received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012. See the "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested" tables for grants reported in prior years, some of which may have restricted stock awards subject to performance vesting in which the performance criteria for vesting was or will be established subsequent to the grant date.OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2) 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
($)(2) 2,916 — — 27.01 3/22/12 1,552 69,048 — — 54,919 — — 50.72 12/16/15 — — — — — — 23,333 42.22 11/18/21 — — — — — — — — — — — 15,000 667,350
2,191
—
—
54.31
4/28/16
880
39,151
937
41,687 — — 15,000 42.22 11/18/21 — — 11,334 504,250
—
—
15,000
42.22
11/18/21
600
26,694
420
18,686 — — — — — 807 35,903 9,666 430,040
4,000
—
—
27.01
3/22/12
1,131
50,318
629
27,984 9,500 — — 32.89 4/28/13 704 31,321 9,666 430,040 21,490 — — 50.72 12/16/15 — — — — — — 15,000 42.22 11/18/21 — — — —
—
—
15,000
42.22
11/18/21
238
10,589
—
— — — — — — 566 25,181 — — (1)All previously issued employee options were vested on December 21, 2005, when the Company elected to accelerate the vesting due to a change in accounting rules that went into effect on January 1, 2006. Mr. Lucien's options were granted under the Director Stock Plan in 2006; these options vested one-third each year on the anniversary date and as of December 31, 2011, all of these options are vested.(2)The amounts in these columns are based on the closing stock price of Bank of Hawaii's common stock on December 31, 2011 of $44.49.(3)In December 2005, Mr. Ho was awarded 26,500 restricted shares. Of these shares, 15,250 were service-based and vested according to the following schedule: 2,000 shares vested on December 16, 2006, 3,875 shares vested on December 17, 2007, 5,625 shares vested on December 16, 2008, and 3,750 shares vested on December 16, 2009. 11,250 were performance-based vesting and vest over four years based on two performance criteria: (1) if the Company's TSR either exceeds 10% or falls within the top quartile of the bank index approved by the Compensation Committee, 100% of the shares available for vesting that year will vest; or (2) if the Company's EPS for the fiscal year increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, 80% of the shares available for vesting that year will vest. Of these 11,250 shares, 683 vested in 2007; 2,897 vested in 2008; 4,688 vested in 2010 as the TSR objective was met, and 170 were forfeited. In the first quarter of 2011, 2,250 of the remaining 2,812 shares were vested as the EPS objective was met and 562 shares were forfeited. In August 2007, Mr. Ho received 30,000 restricted shares, which vest each March through 2012 with respect to 6,000 shares per year providing Mr. Ho remains employed by the Company and subject to the achievement by the Company of positive net income for the relevant period. The terms of Mr. Ho's grant also provide that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, the number of shares that will vest will be 9,000 shares per year. On March 3, 2008, Mr. Ho became vested in 9,000 shares as the Company met the TSR objective for 2007; on March 2, 2009, 6,000 shares vested; and on March 1, 2010, another 9,000 shares vested as the Company met the TSR objective for 2009. On March 7, 2011, the remaining 6,000 shares vested. On April 23, 2010, Mr. Ho was awarded 10,000 restricted shares all of which vested on January 31, 2011 since the Company met the performance criteria which required the achievement of net income in excess of regular quarterly dividends. On July 30, 2010, Mr. Ho received 15,000 shares in conjunction with his promotion to CEO. These shares vested in January 2012 since the Company achieved net income in excess of regular quarterly dividends. In January 2011, Mr. Ho took a voluntary 10% base salary reduction and received 1,552 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Ho received 23,333 stock options under the SAPReplacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(4)In July 2008, after his appointment as Vice Chairman and CFO of the Company, Mr. Lucien received a grant of 7,500 restricted shares which vest according to the following schedule providing Mr. Lucien remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: a) on January 30, 2010 with respect to 1,875 of the shares (providing the Company achieves positive net income for the period from April 1, 2009 through December 31, 2009), b) on the last business day of January in each of 2011 and 2012 with respect to 2,500 of the restricted shares, and c) on April 30, 2012 with respect to 625 of the restricted shares. In each period, an additional 50% of the shares will vest, provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On February 1, 2010, 2,813 of these shares vested as the Company met the TSR objective and on January 31, 2011, another 3,750 shares vested as the Company met the EPS objective. On January 31, 2012, the remaining 937 shares under this grant vested. On April 23, 2010, Mr. Lucien was awarded 17,000 restricted shares which vest one-third each year on the last day of January beginning January 2011, provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 5,666 shares vested under this grant as the Company met the net income in excess of regular quarterly dividends objective in 2010 and on January 31, 2012, another 5,667 shares vested as the Company met the net income in excess of regular quarterly dividends objective in 2011. In January 2011, Mr. Lucien took a voluntary 10% base salary reduction and received 880 restricted shares which vest 20% and 80% on the last business day in January of 2012 and 2013, respectively, provided he remains an employee of the Company through each vesting period. On January 31, 2012, 176 shares vested under this grant. In November of 2011 Mr. Lucien received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(5)In February 2007, Mr. Rossi was awarded 4,000 restricted shares. Under the terms of this grant, Mr. Rossi is eligible to become vested in up to 1,000 shares (25% of his total grant) in any one calendar year. Mr. Rossi becomes vested as to 600 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012 and 2013 and up to an additional 400 shares on October 31, 2013, provided that on each vesting date he remains an employee of the Company. Mr. Rossi will become vested in the following additional shares on each such vesting date (other than (October 31, 2013), provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 400 shares if the Company's TSR either exceeds 10% or the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 200 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. Under this grant Mr. Rossi became vested in 1,000 shares in 2008, 600 shares in 2009, and 1,000 shares in 2010. On February 28, 2011, another 800 shares vested under this grant as the Company met the EPS objective and on February 29, 2012, the remaining 600 shares under this grant vested. In April 2008, Mr. Rossi received a grant of 5,000 restricted shares which vest according to the following schedule providing Mr. Rossi remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: a) on January 30, 2009 with respect to 830 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,250 of the restricted shares, and c) on April 30, 2012 with respect to 420 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On January 30, 2009, Mr. Rossi became vested in 830 shares under this grant and on January 29, 2010, another 1,875 shares vested as the Company met the TSR objective. On January 31, 2011, another 1,875 shares vested under this grant as the Company met the EPS objective, and on January 31, 2012, the remaining 420 shares under this grant vested. On April 23, 2010, Mr. Rossi was awarded 14,500 restricted shares which vest one-third each year on the last day of January beginning January 2011, provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 4,834 shares vested under this award as the Company met the net income in excess of regular quarterly dividends objective in 2010 and on January 31, 2012, another 4,833 shares vested as the Company met the net income in excess of regular quarterly dividends objective in 2011. In January 2011, Mr. Rossi took a voluntary 10% base salary reduction and received 807 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Rossi received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(6)Ms. Sellers received a grant of 7,550 restricted shares on February 14, 2007. Under the terms of this grant, Ms. Sellers is eligible to become vested in up to 1,888 shares (25% of her total grant) in any one calendar year. Ms. Sellers becomes vested as to 1,133 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012, 2013, and up to 755 shares on October 31, 2013, provided that on each vesting date she remains an employee of the Company. Ms. Sellers will become vested in the following additional shares on each such vesting date (other than October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 755 shares if the Company's TSR either exceeds 10% or the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 377 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. Under this grant, Ms. Sellers became vested in 1,888 shares in 2008, 1,133 shares in 2009, and 1,888 shares in 2010. On February 28, 2011, another 1,510 shares vested under this grant as the Company met the EPS objective and on February 29,2012 the remaining 1,131 shares under this grant vested. In April 2008, Ms. Sellers received a grant of 7,500 restricted shares which vest according to the following schedule providing Ms. Sellers remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: 1) on January 30, 2009 with respect to 1,245 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,875 of the restricted shares, and c) on April 30, 2012 with respect to 630 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On January 30, 2009, Ms. Sellers became vested in 1,245 shares under this grant and on January 29, 2010 another 2,813 shares vested as the Company met the TSR objective. On January 31, 2011, another 2,813 shares vested under this grant as the Company met the EPS objective, and on January 31, 2012, the remaining 629 shares under this grant vested. On April 23, 2010, Ms. Sellers was awarded 14,500 restricted shares which vest one-third each year on the last day of January beginning January 2011 provided the Company has achieved net income in excess of regular quarterly dividends for each fiscal period. On January 31, 2011, 4,834 shares vested under this award as the Company met the net income in excess of regular quarterly dividends objective in 2010 and on January 31, 2012, another 4,833 shares vested as the Company met the net income in excess of regular quarterly dividends objective in 2011. In January 2011, Ms. Sellers took a voluntary 10% base salary reduction and received 704 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided she remains an employee of the Company through each respective vesting period. In November of 2011 Ms. Sellers received 15,000 stock options under the SAP Replacement Program. The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012.(7)Mr. Biggs received a grant of 3,775 restricted shares on February 14, 2007. Under the terms of this grant, Mr. Biggs is eligible to become vested in up to 944 shares (25% of his total grant) in any one calendar year. Mr. Biggs becomes vested as to 566 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012, 2013, and up to 379 shares on October 31, 2013, provided that on each vesting date he remains an employee of the Company. Mr. Biggs will become vested in the following additional shares on each such vesting date (other than October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 377 shares if the Company's TSR either exceeds 10% or the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 188 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. Under this grant, Mr. Biggs became vested in 944 shares in 2008, 566 shares in 2009, and 944 shares in 2010. On February 28, 2011, another 755 shares vested under this grant as the Company met the EPS objective and on February 29, 2012 the remaining 566 shares under this grant vested. In January 2011, Mr. Biggs took a voluntary 5% base salary reduction and received 238 restricted shares which vest 20% per year for five years on the last business day in January beginning January 31, 2012, provided he remains an employee of the Company through each respective vesting period. In November of 2011 Mr. Biggs received 15,000 stock options under the Share Appreciation Plan Replacement Program (the "Program"). The award was the first of three tranches under the Program. The options awarded in this first tranche are service-based and vested on December 31, 2011, but are exercisable on or after December 31, 2012. The following table includes values realized for stock options exercised, the vesting of restricted stock, and the payouts on performance-based restricted stock units. For further information on the vesting criteria for these restricted stock awards see the table "Outstanding Equity Awards At Fiscal Year-End."OPTION EXERCISES AND STOCK VESTED OPTION AWARDS STOCK AWARDS Number of Shares
Acquired on
Exercise
(#) Value Realized
on Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
($) 0 0 18,250 858,670 0 0 9,416 441,328 0 0 7,509 352,179 900 25,209 9,157 429,626 0 0 755 35,606 (1)Shares acquired during 2011 were comprised of 2,250 performance-based shares from the December 2005 grant which vested on February 28, 2011, when the fair market value of the Company's stock was $47.16; 6,000 performance-based shares from the August 2007 grant which vested on March 7, 2011, when the fair market value of the Company's stock was $47.31; and 10,000 performance-based shares from the April 23, 2010 grant which vested on January 31, 2011, when the fair market value of the Company's stock was $46.87.(2)Shares acquired during 2011 were comprised of 3,750 performance-based shares from the July 2008 grant and 5,666 performance-based shares from the April 2010 grant which vested on January 31, 2011, when the fair market value of the Company's stock was $46.87.(3)Shares acquired during 2011 were comprised of 1,875 performance-based shares from the April 2008 grant and 4,834 performance-based shares from the April 2010 grant which vested on January 31, 2011, when the fair market value of the Company's stock was $46.87. Share acquired during 2011 also include 800 service-based shares from the February 2007 grant which vested on February 28, 2011, when the fair market value of the Company's stock was $47.16.(4)Shares acquired during 2011 were comprised of 2,813 performance-based shares from the April 2008 grant and 4,834 performance-based shares from the April 2010 grant, all of which vested on January 31, 2011, when the fair market value of the Company's stock was $46.87. Shares acquired during 2011 also include 1,510 service-based shares from the February 2007 grant which vested on February 28, 2011, when the fair market value of the Company's stock was $47.16. Also included in the shares acquired in 2011 were 900 shares of an incentive stock option granted on March 22, 2001 with an option price of $18.80 that were exercised on March 2, 2011, when the fair market value of the Company's stock was $46.81.(5)Shares acquired during 2011 were comprised of 755 service-based shares from the February 2007 grant which vested on February 28, 2011 when the fair market value of the Company's stock was $47.16.Equity Compensation Plan Information The following table contains information with respect to all of the Company's compensation plans (including individual compensation arrangements) under which securities are authorized for issuance as of December 31, 2011.EQUITY COMPENSATION PLAN INFORMATION 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 1,021,190 $ 39.88 3,191,256 The Employees' Retirement Plan of Bank of Hawaii (the "Retirement Plan") provides retirement benefits for eligible employees based on the employee's years of service and average annual salary during the 60 consecutive months resulting in the highest average salary (excluding overtime, incentive plan payouts, and discretionary cash awards). The Retirement Plan was frozen as of December 31, 1995, except that for the five-year period commencing January 1, 1996, benefits for certain eligible participants were increased in proportion to the increase in the participant's average annual salary. As of December 31, 2000, the benefits under the Retirement Plan were completely frozen and not subject to increase for any additional years of service or increase in average annual salary. Peter S. Ho and Mary E. Sellers are the only named executive officers who are participants in the Retirement Plan. A summary of their benefits are listed below: Plan Name Number of Years
of Credited Service
(#) Present Value of
Accumulated Benefits
($) Payments
During
Last Fiscal Year
($) Employees' Retirement Plan of Bank of Hawaii 2 6,218 0 Employees' Retirement Plan of Bank of Hawaii 7 59,863 0 CHANGE IN CONTROL, TERMINATION AND OTHER ARRANGEMENTS Bank of Hawaii's Change in Control Retention Plan (the "Retention Plan") provides a participant with benefits in the event that the participant's employment is terminated by the Company without cause or by the participant for "good reason" within 24 months following a change in control of the Company. All of the current named executive officers are participants in the Retention Plan. Two levels of benefits are payable to participants in the Retention Plan, with executives holding the position of Vice Chairman or above being eligible for the higher tier of benefits. Messrs. Ho, Lucien and Rossi, and Ms. Sellers are eligible for the higher tier of benefits (described in the table below). In consideration of the benefits payable under the Retention Plan, participants are, for 12 months following termination of employment, subject to non-disclosure, non-competition (generally with respect to any other financial institution doing business in Hawaii), non-solicitation of business and employees, and non-disparagement restrictions. In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantiallyeliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Plan. Under the Retention Plan, a "change in control" will be deemed to have occurred if:•any person or group becomes the beneficial owner of 25% or more of the combined voting power of the Company's securities that are entitled to vote for the election of directors;•a reorganization, merger or consolidation of the Company or the sale of substantially all of its assets occurs (excluding a transaction in which beneficial owners of the Company immediately prior to the transaction continue to own more than 60% of the total outstanding stock of the resulting entity and of the combined voting power of the entity's securities that are entitled to vote for the election of directors); or•individuals who constituted the Board of Directors as of April 30, 2004 cease to constitute a majority of the Board, including as a result of actual or threatened election contests or through consents by or on behalf of a party of other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004 or other directors approved by them). A participant is deemed to have "good reason" if one or more of the following occur after a change in control without the participant's written consent:•a material reduction in the participant's base salary, authority, duties or responsibilities, or in the budget over which the participant has authority;•a material reduction in the authority, duties or responsibilities of the participant's supervisor;•the participant is required to relocate to a different Hawaiian Island for employment or to a place more than 50 miles from the participant's base of employment immediately prior to the change in control; or•any other action or inaction that constitutes a material breach by the Company of the Retention Plan or the participant's employment agreement. The terms of the Company's 2004 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock and restricted stock units upon the occurrence of a change in control of the Company. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date, and will be calculated as an amount equal to two times a participant's incentive allocation for the prorated performance period. The table below sets forth the benefits that would have been payable to each of the named executive officers had a qualifying termination occurred under the terms of the Retention Plan or plans with change in control provisions on December 31, 2011. 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 $ 3,000,000 $ 1,500,000 $ 44,289 $ 22,023 $ 150,000 $ 1,359,448 $ 1,500,000 $ 7,575,760 $ 1,530,000 $ 680,000 $ 33,781 $ 22,023 $ 150,000 $ 289,606 $ 765,000 $ 3,470,410 $ 1,326,000 $ 546,000 $ 28,527 $ 22,023 $ 150,000 $ 777,151 $ 663,000 $ 3,512,701 $ 1,156,000 $ 476,000 $ 28,527 $ 22,023 $ 150,000 $ 768,609 $ 578,000 $ 3,179,159 $ 952,000 $ 392,000 $ 33,781 $ 22,023 $ 150,000 $ 508,708 $ 476,000 $ 2,534,512 (1)Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the participant's highest annual base salary in the three fiscal years preceding termination of employment (the "Highest Base Salary"), and (b) two times the product of the participant's annual bonus target percentage under theExecutive Incentive Plan in the year of termination and the participant's Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a "key employee" as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination.(2)The Executive Incentive Plan provides that upon a change in control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change in control will be entitled to an amount equal to two times the participant's annual bonus target percentage under the plan (calculated based on the participant's annualized salary), pro-rated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period.(3)In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chairman or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company's health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.(4)Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).(5)For participants who hold the position of Vice Chairman or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.(6)Under the 2004 Stock and Incentive Compensation Plan, a change in control would accelerate the lapsing of restrictions applicable to any restricted stock granted under such plan.(7)Under the Retention Plan, a participant who holds the position of Vice Chairman or above is eligible to receive an amount equal to the sum of (a) one times the participant's Highest Base Salary, and (b) the product of the participant's annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant's Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination.(8)In 2009 the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company has ethics and business conduct policies and procedures to monitor and approve related party transactions, including procedures related to any loans the Company makes to executive officers and directors. The Company also conducts ethics training for its officers and directors. In accordance with applicable NYSE listing standards, each related party transaction is reviewed and evaluated by an appropriate group, generally the Audit & Risk Committee pre-approves all auditing and permitted non-audit services to determine whether a particular relationship servesbe provided by Ernst & Young LLP, except that the best interestAudit & Risk Committee need not pre-approve any permitted non-audit services that meet the requirements of any de minimis exception established by SEC rules. The pre-approved list of services consists of audit services, audit-related services, and tax services. The Audit & Risk Committee or its designee, the Committee Chairman, must specifically approve any type of service that is not included on the pre-approved list of services, provided that any such pre-approval by the Committee Chairman is presented to the full Audit & Risk Committee at its next meeting. Any proposed service that is included on the list of pre-approved services but will cause the pre-approved fee level to be exceeded also requires specific pre-approval by the Audit & Risk Committee or its designee, the Committee Chairman, provided that any such pre-approval by the Committee Chairman is presented to the full Audit & Risk Committee at its next meeting.Companyservices provided by, and its shareholders and whether the relationship should be continued. The Company also has adopted a Code of Business Conduct and Ethics ("Code") for all directors, officers and employeesfees paid to, address, among other topics, possible conflicts of interest, corporate opportunities, compliance responsibilities, and reporting and accountability. The Code stresses personal accountability. Directors, officers, or employees who become aware of conflicts of interest or are concerned that a conflict might develop are required to disclose the matter promptly. In accordance with the applicable NYSE listing standards and the Code, any material transactions or relationships involving a director or executive officer that could reasonably be expected to give rise to a conflict of interest must be approved or ratifiedErnst & Young LLP in 2014 were pre-approved by the Audit & Risk Committee, and a list of those approvals and ratifications must be submitted semi-annually tothere were no services for which the de minimis exception permitted in certain circumstances under SEC rules was utilized.Directors. The Audit & Risk Committee approves or ratifies material transactions or relationships involving a director or executive officer based on the facts and circumstances of each case. In addition to self-reporting, information about potential conflicts of interest is obtained as part of the annual questionnaire process. In response to the annual Directors' and Officers' Questionnaire, each director and executive officer submits to the Corporate Secretary a description of any current or proposed related party transactions. These descriptions are presented to the Audit & Risk Committee for review and approval or ratification. The Company and its subsidiaries are also subject to extensive federal regulations regarding certain transactions, including banking regulations relating to the extension of credit by subsidiary banks to insiders, such as executive officers, directors and entities in which these individuals have specified control positions. During 2011, the Company and its banking and investment subsidiaries engaged in transactions in the ordinary course of business with one or more of the Company's directors and executive officers, members of their immediate families, corporations and organizations of which one or more of them was a beneficial owner of 10% or more of a class of equity securities, certain of their associates and affiliates, and certain trusts and estates of which one or more of them was a trustee or beneficiary. All loans to such persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than the normal risk of collectability or present other unfavorable features. Mr. Donald Takaki, a current director and director nominee is Chairman and Chief Executive Officer of HawkTree International, Inc. ("HawkTree") and its subsidiaries, Pacific Courier, Inc. ("PCI") and Island Movers, Inc. ("Island Movers"). PCI provides courier and ATM servicing/currency transportation services to the Bank through two separate contracts, and Island Movers provides moving/relocation services to Bank. In 2011, Island Movers provided moving/relocation services for approximately $23,371. The PCI courier contract cost approximately $1,210,027 in 2011. The ATM servicing and currency transportation services contract cost approximately $3,576,144 in 2011. The above-mentioned transactions were made in the ordinary course of business and made on terms and conditions comparable to contracts with other customers not related to the Company. The Audit & Risk Committee has previously ratified and approved the contracts with PCI, Island Movers and HawkTree.SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The rules of the SEC require Bank of Hawaii to disclose late filings of reports of ownership (and changes in stock ownership) of Bank of Hawaii common stock by its directors and certain officers. To our knowledge, based on review of the copies of such reports received by Bank of Hawaii and the written representations of its directors and officers, the Company believes that all of its directors and officers complied timely with those filing requirements for 2011 with the exception of Mr. Clinton R. Churchill and Ms. Shelley B. Thompson, each of whom filed one late report for one transaction.PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") enacted in 2010 provides shareholders the opportunity to vote, on an advisory (nonbinding) 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 Compensation Committee, which is responsible for designing and administering the Company's executive compensation program, values the opinions expressed by shareholders and will continue to consider the outcome of the vote when making future compensation decision for its executive officers. The Company currently conducts annual advisory votes on executive compensation. The Company's shareholders approved its executive compensation at the 2011 Annual Meeting of Shareholders. As described in the Compensation Discussion and Analysis, the primary focus of the Bank of Hawaii executive compensation programs is to encourage and reward behavior that promotes sustainable growth in shareholder value. Our executive compensation programs reflect best practices and are designed 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 despite challenging economic conditions. 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 2012 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 PROPOSALEquity Compensation Plan Information The following table contains information with respect to all of the Company's compensation plans (including individual compensation arrangements) under which securities are authorized for issuance as of December 31, 2011.EQUITY COMPENSATION PLAN INFORMATION 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 1,021,190 $ 39.88 3,191,256 PROPOSAL 3: RATIFICATION OF SELECTION OF ANINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit & Risk Committee has selected Ernst & Young LLP as the Company's independent registered public accounting firm for 2012. The Board recommends that the shareholders ratify this selection. Ernst & Young LLP has been the Company's independent registered public accounting firm since its incorporation in 1971. We expect representatives of Ernst & Young LLP to attend the annual meeting. Ernst & Young LLP has indicated that they will have no statement to make but will be available to respond to questions. If this Proposal does not pass, the selection of the independent registered public accounting firm will be reconsidered by the Audit & Risk Committee.THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL The following table summarizes Ernst & Young LLP audit fees for 2011 and 2010. 2011 2010 $ 1,287,445 $ 1,280,400 $ 260,000 $ 250,000 $ 34,060 $ 142,944 $ 1,581,505 $ 1,673,344 Audit Fees The Audit Fees for 2011 and 2010 represent fees for professional services rendered for the audit of the Company's annual consolidated financial statements, statutory audits of subsidiaries, reports on internal controls and the reviews of the Company's financial statements included in the quarterly reports on Form 10-Q and out-of-pocket expenses.Audit Related Fees The Audit Related Fees for 2011 and 2010 include fees for benefit plan audits and other attestation reports.Tax Fees The Tax Fees for 2011 and 2010 relate primarily to expatriate tax services and other tax advisory services. The Board knows of no other business for consideration at the annual meeting. Your signed proxy or proper telephone or Internet vote gives authority to the proxies to vote at their discretion onHowever, if other matters properly presented atcome before the annual meeting or any adjournment, the person or postponementpersons voting your shares pursuant to instructions by proxy card, telephone, or the Internet will vote as they deem in the best interests of the meeting.Company'sCompany’s Annual Report on Form 10-K, including the related consolidated financial statements and schedules filed with the SEC, is available without charge to any shareholder who requests a copy in writing. Any exhibit to Form 10-K is also available upon written request at a reasonable charge for copying and mailing. Written requests should be made to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813.
www.envisionreports.com/boh Step 1: Go to www.envisionreports.com/boh to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Shareholder Meeting Notice and Admission Ticket 01F52B + + Important Notice Regarding the Availability of Proxy Materials for the Bank of Hawaii Corporation Shareholders’ Meeting to be Held on April 27, 2012 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement, 2011 Annual Report on Form 10-K and Summary Annual Report to shareholders are available at: Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 17, 2012 to facilitate timely delivery. IMPORTANT ANNUAL MEETING INFORMATION 1234 5678 9012 345 C 1234567890 C O Y 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK
Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. Internet – Go to www.envisionreports.com/boh. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send email to investorvote@computershare.com with “Proxy Materials for Bank of Hawaii Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 17, 2012. Shareholder Meeting Notice & Admission Ticket Bank of Hawaii Corporation’s Annual Meeting of Shareholders will be held on April 27, 2012 at 111 S. King Street, 5th Floor, Honolulu, HI, at 8:30 a.m. Hawaii Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends that you vote FOR all nominees and FOR Proposals 2 and 3: 1. Election of Directors. 01 - S. Haunani Apoliona 02 - Mary G. F. Bitterman 03 - Mark A. Burak 04 - Michael J. Chun 05 - Clinton R. Churchill 06 - David A. Heenan 07 - Peter S. Ho 08 - Robert Huret 09 - Kent T. Lucien 10 - Martin A. Stein 11 - Donald M. Takaki 12 - Barbara J. Tanabe 13 - Robert W. Wo 2. Say on Pay - An advisory vote to approve executive compensation. 3. Ratification of Selection of An Independent Registered Public Accounting Firm (Ernst & Young). PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. 01F52B
IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 01F50D 1 U PX + + Annual Meeting Proxy Card A Proposals — The Board of Directors recommends a vote FOR the nominees listed and FOR Proposals 2 and 3. 01 - S. Haunani Apoliona 04 - Michael J. Chun 07 - Peter S. Ho 02 - Mary G. F. Bitterman 05 - Clinton R. Churchill 08 - Robert Huret 03 - Mark A. Burak 06 - David A. Heenan 09 - Kent T. Lucien 1. Election of Directors: For Withhold For Withhold For Withhold 10 - Martin A. Stein 11 - Donald M. Takaki 12 - Barbara J. Tanabe 13 - Robert W. Wo For Against Abstain 2. Say on Pay - An advisory vote to approve executive compensation. 3. Ratification of Selection of An Independent Registered Public Accounting Firm (Ernst & Young). For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below B IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 1 3 0 7 7 2 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 1234 5678 9012 345 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on April 27, 2012. Vote by Internet • Log on to the Internet and go to www.envisionreports.com/boh • Follow the steps outlined on the secure website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message. Admission Ticket
Notice of 2012 Annual Meeting of Shareholders 111 S. King Street, 5th floor, Honolulu, HI Proxy Solicited by the Board of Directors for Annual Meeting — April 27, 2012 Mark A. Rossi and Nathan J. Sult, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Bank of Hawaii Corporation to be held on April 27, 2012 at 8:30 a.m. or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees and FOR Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. For those who are participants in the Bank of Hawaii Retirement Savings Plan (the “Plan”), this proxy also covers all shares of Bank of Hawaii Corporation stock for which you have the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the Plan. Please instruct the Trustee how to vote on these proposals by indicating your selection on the reverse of this Proxy card. If the Trustee does not receive written instructions from you before 5 P.M. Central Time, on April 24, 2012, the Trustee will vote your shares held in the Plan in the same proportion as the shares for which instructions are received. (Items to be voted appear on reverse side.) Change of Address — Please print new address below. Consent to Electronic Delivery: By marking this box, I consent to access future Annual Reports and Proxy Statements of Bank of Hawaii Corporation electronically over the Internet. I understand that unless I request otherwise or revoke my consent, Bank of Hawaii Corporation will notify me when any such communications are available and how to access them. I understand that costs associated with the use of the Internet will be my responsibility. To revoke my consent, I can contact Bank of Hawaii Corporation's transfer agent, Computershare Investor Services, at 1-888-660-5443. C Non-Voting Items + + IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 2012 Annual Meeting Admission Ticket Bank of Hawaii Corporation 2012 Annual Meeting of Shareholders April 27, 2012, 8:30 a.m. Hawaii Time 111 S. King Street, 5th floor Honolulu, Hawaii Upon arrival, please present this admission ticket and photo identification at the registration desk.
