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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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March 25, 201913, 2020

Dear Stockholder:

              On behalf of the Board of Directors and management of First Hawaiian, Inc., I am pleased to invite you to the 20192020 Annual Meeting of Stockholders. The Annual Meeting will be held at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813, on Wednesday, April 24, 201922, 2020 at 8:00 a.m., local time.

              The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be conducted at the Annual Meeting. Our Board of Directors and senior officers, as well as representatives from our independent registered public accounting firm, will be present to respond to questions from stockholders.

              Your vote is important. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or electronically using the telephone and Internet voting procedures described on the proxy card at your earliest convenience.

              Thank you for your continued support of First Hawaiian.

		Sincerely,
		Robert S. Harrison
		Chairman, President and Chief Executive Officer

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FIRST HAWAIIAN, INC.

NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, APRIL 24, 201922, 2020

              NOTICE HEREBY IS GIVEN that the 20192020 Annual Meeting of Stockholders of First Hawaiian, Inc. (the "Company") will be held at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813, on Wednesday, April 24, 2019,22, 2020, at 8:00 a.m., local time, for the purpose of considering and voting upon:

1.

The election to our Board of Directors of the seven directors named in the attached Proxy Statement to serve until the 20202021 Annual Meeting of Stockholders;



2.

The ratification of the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2019;2020;



3.

An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement; and



4.

Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

              The Board of Directors has fixed the close of business on March 4, 2019February 28, 2020, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

              A list of stockholders entitled to vote at the 20192020 Annual Meeting will be available for inspection upon request of any stockholder for a purpose germane to the meeting at our principal executive offices at 999 Bishop Street, 29th Floor, Honolulu, Hawaii 96813 during the ten days prior to the meeting, during ordinary business hours, and at The Bankers Club, 999 Bishop Street, 30th Floor, Honolulu, Hawaii 96813 during the meeting.

              If you hold your shares of common stock through a broker or nominee and you plan to attend the 20192020 Annual Meeting, you will need to bring either a copy of the voting instruction card provided by your broker or nominee or a copy of a brokerage statement showing your ownership as of March 4, 2019.February 28, 2020.

              WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET (BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD) OR BY MAIL.

		By order of the Board of Directors,
		Joel E. Rappoport
		Executive Vice President, General Counsel and Secretary

Honolulu, Hawaii
March 25,13, 2020

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 22, 2020. Our Proxy Statement, our 2019

i Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are available on our website at www.fhb.com. By March 13, 2020, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials ("Notice"). The Notice includes instructions on how to access our Proxy Statement, our 2019 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 18, 2020. For more information, see "Frequently Asked Questions."

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FIRST HAWAIIAN, INC.
999 Bishop Street, 29th Floor
Honolulu, Hawaii 96813

PROXY STATEMENT
FOR THE 20192020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, APRIL 24, 201922, 2020

              These proxy materials are furnished in connection with the solicitation by the board of directors (the "Board" or our "Board") of First Hawaiian, Inc. ("First Hawaiian" or the "Company"), a Delaware corporation, of proxies to be voted at the 20192020 Annual Meeting of Stockholders of the Company and at any adjournment of such meeting (the "Annual Meeting"). This proxy statement (this "Proxy Statement"), together with the Notice of Annual Meeting and proxy card, is first being mailed to stockholders on or about March 25, 2019.13, 2020.

The Company

              The Company completed the initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (our "common stock"), in August 2016 and is a publicly traded bank holding company with its shares listed on the NASDAQ Global Select Market ("NASDAQ") under the ticker symbol "FHB." Following the completion of a secondary offering of the Company's common stock on February 1, 2019, BNP Paribas ("BNPP"), which had owned 100% of the Company's common stock prior to the IPO, has fully exited its stake in our common stock. The Company owns 100% of the outstanding common stock of First Hawaiian Bank ("FHB" or the "Bank").

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS

              We are pleased to provide access to our proxy materials on the Internet. By using the SEC's Notice and Access Rule, most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This offers a convenient way for stockholders to review the materials. The notice is not a proxy card and cannot be used to vote.

              If you receive the notice but would like to receive paper copies of the proxy materials, please follow the instructions in the notice or on the website referred to on the notice. If you have received your proxy materials electronically and would like to receive a paper copy of the materials, you may, at any time, email info@astfinancial.com, call 888-Proxy-NA (888-776-9962) (or, for international calls, 718-921-8562), or write to: First Hawaiian, Inc., Corporate Secretary, 999 Bishop Street, Honolulu, Hawaii 96813.

Certain Defined Terms

              When used in this Proxy Statement, the terms "First Hawaiian," "FHI," "we," "our," "us" and the "Company" refer to First Hawaiian, Inc., a Delaware corporation, and its consolidated subsidiaries, which include only First Hawaiian Bank and its subsidiaries, and the term "fiscal year" refers to our fiscal year, which is based on a 12-month period ending December 31 of each year (e.g., fiscal year 20182019 refers to the 12-month period ended December 31, 2018)2019).

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ABOUT THE MEETINGPERFORMANCE AND GOVERNANCE HIGHLIGHTS

We encourage you to read the following Performance and Governance Highlights as background to this Proxy Statement.

Business Performance

•

Strong operating performance in 2019 is reflected by improvements across a number of key operating metrics:



•

Net income was up 7.6% year-over-year and core net income* improved by 1.8% year-over-year



•

Year-over-year improvement in return on average total assets of 9 basis points from 1.31% to 1.40% and return on average tangible assets* of 10 basis points from 1.37% to 1.47%



•

Return on average total stockholders' equity improved by 14 basis points from 10.76% to 10.90%, while return on average tangible stockholders' equity* declined from 18.08% in 2018 to 17.62% in 2019



•

We maintained expense discipline and held our efficiency ratio below 50% while investing for future growth and in new technology



•

Ranked 18th in the nation on the 2020 Forbes® list of America's top banks



•

In FY2019, BNP Paribas sold its remaining shares of our stock, completing our transition to a fully independent company

---

*

Represents a non-GAAP measure. Please see Appendix A for an explanation and reconciliation.

Capital Highlights

              In 2019, FHI continued to return significant levels of capital to its stockholders.

•

Repurchased approximately 5.1 million shares of common stock ($137 million in aggregate) through its share repurchase program



•

Dividend payments of $138.2 million



•

In January 2020, announced a share repurchase program for $80 million of common stock during 2020**

---

**

The timing and amount of share repurchases are influenced by various internal and external factors.

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Corporate Governance Highlights

Active and Responsive Stockholder Engagement

              As a public company, we engaged actively with our stockholders through our annual stockholder outreach program and remained committed to robust stockholder engagement.

•

In 2019, we contacted stockholders owning more than half of FHI's outstanding common stock to seek their input on governance and compensation matters



•

Among other things, through these efforts, members of senior management engaged with various stockholders and have remained informed on corporate governance and compensation developments



•

The Board implemented majority voting in time for this upcoming Annual Meeting, consistent with feedback from stockholders

              Stockholders have viewed our outreach strategy favorably and we will continue to reach out on an annual basis.

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Executive Compensation Linked to Performance

              The following table summarizes the notable features of our 2019 executive compensation program, which were designed to align with "best practice" compensation governance.

Corporate Social Responsibility

•

Strong record of sustainability, community engagement, cultural diversity and education and training



•

Our Environmental, Social and Governance Report details our environmental, social and governance achievements and is updated annually



•

During 2019, First Hawaiian Bank, its Foundation and 99% of its employees contributed approximately $4.25 million to more than 400 charities in the areas of education and financial literacy, health and human services and arts and culture



•

In 2019, First Hawaiian Bank employees volunteered over 8,200 community service hours to assist non-profit organizations

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FREQUENTLY ASKED QUESTIONS

Why am I receiving these materials?

              We are providing these proxy materials to you in connection with the solicitation, by the Board of Directors of First Hawaiian, Inc., of proxies to be voted at the Annual Meeting. You are receiving this Proxy Statement because you were a First Hawaiian, Inc. stockholder as of the close of business on March 4, 2019,February 28, 2020, the record date for the Annual Meeting. This Proxy Statement provides notice of the Annual Meeting, describes the proposals presented for stockholder action and includes information required to be disclosed to stockholders.

When and where is the Annual Meeting?

              The Annual Meeting will be held on Wednesday, April 24, 201922, 2020 at 8:00 a.m., local time, at The Bankers Club, 999 Bishop Street, 30^th Floor, Honolulu, Hawaii 96813. For directions to the Annual Meeting of Stockholders, please call our Investor Relations department at (808) 525 – 8816.

What matters will be submitted to stockholders at the Annual Meeting?

              At the Annual Meeting, you will be asked to vote on each of the following matters:

Who may vote at the Annual Meeting?

              Only record holders of our common stock as of the close of business on March 4, 2019February 28, 2020 (the "Record Date"), will be entitled to vote at the Annual Meeting. On the Record Date, the Company had outstanding 134,874,302130,350,725 shares of common stock. Each outstanding share of common stock entitles the holder to one vote on each matter to be voted upon at the Annual Meeting.

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How are votes counted and what is the required vote for each proposal?

              As of March 4, 2019,February 28, 2020, the Record Date, there were 134,874,302130,350,725 shares of our common stock outstanding, each of which entitles the holder to one vote for each matter to be voted upon at our Annual Meeting.

              Shares of capital stock of the Company (i) belonging to the Company or (ii) held by another corporation if the Company owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of such other corporation, are not counted in determining the total number of outstanding shares and will not be voted. Notwithstanding the foregoing, shares held by the Company in a fiduciary capacity are counted in determining the total number of outstanding shares at any given time and may be voted.

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Proposal 1: Election of Directors

              A pluralityThe affirmative vote of a majority of the votes cast for their election is required for the election of eachdirectors in an uncontested election, such as the election of directors at the seven nominees for director.2020 Annual Meeting. This means that the seven nominees receiving the highest number of votes will be elected regardless of whethercast "FOR" a director nominee must exceed the number of votes received by any suchcast "AGAINST" that nominee. Abstentions and broker non-votes are not counted as votes "for" or "against" a director nominee. Any nominee constituteswho does not receive a majority of votes cast "for" his or her election would be required to tender his or her resignation promptly following the numberfailure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Corporate Governance and Nominating Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and disclose its decision-making process. In a contested election, the required vote would be a plurality of votes cast. Abstentions, votes to withhold and broker non-votes will not be counted for purposesFull details of this proposal and will not affectpolicy are set forth in our Corporate Governance Guidelines, which can be found on the resultinvestor relations tab of the vote.our website located at http://www.fhb.com.

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Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP

              The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 2 is required for the ratification of the appointment of our independent registered public accounting firm. Abstentions and broker non-votes will not be counted as votes cast and will have nothe effect on the outcome of the voting onagainst this proposal.

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

              The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 3 is required for the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. The results of the vote on the proposal are not binding on the Board of Directors. Abstentions will not be included inhave the total votes cast andeffect of voting against this proposal. Broker non-votes will not affecthave no effect on the results.outcome of this proposal.

What are the Board's recommendations as to how I should vote on each proposal?

              The Board recommends a vote:

•

"FOR" the election of each of the seven director nominees named in this Proxy Statement;



•

"FOR" the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019;2020; and



•

"FOR" the resolution approving the compensation of the Company's named executive officers as disclosed in this Proxy Statement.

How do I submit my vote?

              If you are a stockholder of record, you can vote by:

•

attending the Annual Meeting and voting by ballot;



•

signing, dating and mailing in your proxy card;



•

using your telephone, according to the instructions on your proxy card; or



•

visiting http://www.voteproxy.com and then following the instructions on the screen.

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What do I do if I hold my shares through a broker, bank or other nominee?

              If you hold your shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.

What constitutes a quorum?

              The Annual Meeting will be held only if a quorum is present. A quorum will be present if the holders of a majority of the shares of common stock outstanding on the Record Date and entitled to vote on a matter at the Annual Meeting are represented, in person or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards either marked "abstain" or "withhold," or returned without voting instructions, are counted as present and entitled to vote for the purpose of

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determining whether a quorum is present at the Annual Meeting. If shares are held by brokers who are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions ("broker non-votes"), those shares will be counted as represented at the Annual Meeting for the purpose of determining whether a quorum is present at the Annual Meeting.

How do I attend the Annual Meeting and vote in person, and what do I need to bring?

              All stockholders who attend the Annual Meeting in person will be asked to check in at the registration desk prior to admittance to the meeting. Stockholders who own Company stock through a broker, or other nominee, will need to bring either a copy of the voting instruction card provided by the stockholder's broker or nominee or a copy of his or her brokerage statement as proof of ownership, along with photo identification. No cameras or recording equipment will be permitted in the Annual Meeting, and all cell phones must be turned off. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the Annual Meeting, you will need to ask the holder for a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and turn it in with a signed ballot that will be provided to you at the Annual Meeting.

Can I change or revoke my vote after I return my proxy card?

              Yes. If you are a stockholder of record, you may change your vote by:

•

voting in person by ballot at the Annual Meeting;



•

returning a later-dated proxy card;



•

entering a new vote by telephone or on the Internet; or



•

delivering written notice of revocation to the Company's Secretary by mail at 999 Bishop Street, 29th Floor, Honolulu, Hawaii 96813.

Who will count the votes?

              A representative of our Transfer Agent, American Stock Transfer & Trust Company, LLC, will act as inspector of election at the Annual Meeting and will count the votes.

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Will my vote be kept confidential?

              Yes. As a matter of policy, stockholder proxies, ballots and tabulations that identify individual stockholders are kept secret and are available only to the Company and its inspectors, who are required to acknowledge their obligation to keep your votes confidential.

Who pays to prepare, mail and solicit the proxies?

              The Company pays all of the costs of preparing, mailing and soliciting proxies in connection with this Proxy Statement. In addition to soliciting proxies through the mail by means of this Proxy Statement, we may solicit proxies through our directors, officers and employees in person and by telephone, facsimile or email. The Company asks brokers, banks, voting trustees and other nominees and fiduciaries to forward proxy materials to the beneficial owners and to obtain authority to execute proxies. The Company will reimburse the brokers, banks, voting trustees and other nominees and fiduciaries upon request. In addition to solicitation by mail, telephone, facsimile, email or personal contact by its directors, officers and employees, the Company has retained the services of

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D. F. King & Co., Inc., 4048 Wall Street, New York, NY 10005 to solicit proxies for a fee of $7,500$8,500, plus expenses.

How will my shares be voted if I sign, date and return my proxy card?

              If you sign, date and return your proxy card and indicate how you would like your shares voted, your shares will be voted as you have instructed. If you sign, date and return your proxy card but do not indicate how you would like your shares voted, your proxy will be voted:

•

"FOR" the election of each of the seven director nominees named in this Proxy Statement;



•

"FOR" the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019;2020; and



•

"FOR" the resolution approving the compensation of the Company's named executive officers as disclosed in this Proxy Statement.

              With respect to any other business that may properly come before the Annual Meeting, or any adjournment of the Annual Meeting that is submitted to a vote of the stockholders, including whether or not to adjourn the Annual Meeting, your shares will be voted in accordance with the best judgment of the persons voting the proxies.

How will broker non-votes be treated?

              A broker non-vote occurs when a broker who holds its customer's shares in street name submits proxies for such shares but indicates that it does not have authority to vote on a particular matter. Generally, this occurs when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on "routine" matters only, but not on other matters. Shares for which brokers have not received instructions from their customers will only be permitted to vote on the following proposal:

•

The ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2019.2020.

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              Shares for which brokers have not received instructions from their customers will not be permitted to vote on the following proposals:

•

To elect the seven director nominees named in this Proxy Statement.



•

To approve, on advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

What if other matters come up during the Annual Meeting?

              If any matters other than those referred to in the Notice of Annual Meeting properly come before the Annual Meeting, the individuals named in the accompanying proxy card will vote the proxies held by them in accordance with their best judgment. First Hawaiian is not aware of any business other than the items referred to in the Notice of Annual Meeting that will be considered at the Annual Meeting.

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Your vote is important.

              Because many stockholders cannot personally attend the Annual Meeting, it is necessary that a large number be represented by proxy in order to satisfy that a quorum be present to conduct business at the Annual Meeting. Whether or not you plan to attend the meeting in person, prompt voting will be appreciated. Stockholders of record can vote their shares via the Internet or by using a toll-free telephone number. Instructions for using these convenient services are provided on the proxy card. Of course, you may still vote your shares on the proxy card. To do so, we ask that you complete, sign, date and return the enclosed proxy card promptly in the postage-paid envelope.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on Wednesday, April 24, 2019:22, 2020:
This Proxy Statement, Our 20182019 Annual Report to Stockholders and Our Annual Report on
Form 10-K for the Year Ended December 31, 20182019 Are Available Free of Charge at:
http://proxy.fhb.com.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Board of Directors

              Our Board currently has seven members, consisting of our Chief Executive Officer (who also serves as chairman of the Board) and six other directors who are "independent" under the listing standards of NASDAQ. The terms of office of all seven directors expire at the Annual Meeting.

              Our Amended and Restated Bylaws (the "Bylaws") provide that the Board will consist of no less than five directors. Pursuant to our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), the number of directors constituting our Board will be fixed from time to time by resolution of the Board.

              On March 11, 2019, the Board approved the reduction of the size of the Board from nine directors to seven directors. As a result, atAt the Annual Meeting, you will be asked to elect seven individuals to serve on the Board. The Board has nominated all seven current members of the Board for re-election as directors at the Annual Meeting, each to serve for a one-year term expiring at the next annual meeting of stockholders in 2020.2021. Each director will hold office until his or her successor has been elected and qualified or until the director's earlier resignation or removal.

              All of our directors are elected annually by the affirmative vote of a majority of votes cast.

•

A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board.



•

Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation.

              For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see "Frequently Asked Questions."

Nominees for Election as Directors at the 20192020 Annual Meeting

              The Corporate Governance and Nominating Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company's corporate governance guidelines, as described below under the section entitled "Board of Directors, Committees and Governance���Governance—Corporate Governance Guidelines and Code of Conduct and Ethics." In evaluating the suitability of individuals for Board membership, the Corporate Governance and Nominating Committee takes into accountconsiders many factors. Those factors include: whether the individual meets various independence requirements; the individual's general understanding of the varied disciplines relevant to the success of a publicly traded company in today's business environment; understanding of the Company's business and markets; professional expertise and educational background; and other factors that promote diversity of views and experience. The Corporate Governance and Nominating Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuate the Company's success and represent stockholder interests through the exercise of sound judgment, usingbased on its diversity of experience. In determining whether to recommend a director for re-nomination, the Corporate Governance and Nominating Committee also considers the director's attendance at, participation in and contributions to Board and committee activities.

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              The following table sets forth certain information regarding the director nominees standing for re-election at the Annual Meeting. Additional biographical information on each of the nominees is included below under the section entitled "Directors and Executive Officers."

              In considering the nominees' individual experience, qualifications, attributes, skills and past Board participation, the Corporate Governance and Nominating Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board's committees. There are no family relationships among any directors and executive officers. Each nominee has indicated a willingness to serve, and the Board has no reason to believe that any of the nominees will not be available for election. However, if any of the nominees is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

Required Vote

              With regard to the election of the director nominees, votes may be cast in favor or withheld. The nominees receivingagainst. A majority of the greatestvotes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 2020 Annual Meeting). A majority of the votes cast means that the number of affirmative votes cast at"FOR" a director nominee must exceed the Annual Meeting will be elected directors; therefore, abstentions,number of votes withheld and broker non-votes will have no effect on the results of the vote.cast "AGAINST" that nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

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DIRECTORS AND EXECUTIVE OFFICERS

              The following table sets forth information regarding each of our directors and executive officers.

              A brief biography of each person who serves as a director or executive officer of First Hawaiian is set forth below:

              Robert S. Harrison, the Chairman, President and Chief Executive Officer of First Hawaiian, has been the Chief Executive Officer of First Hawaiian Bank since January 2012 and the Chairman of the Bank's board of directors since May 2014.2014, and was reappointed President in August 2019. Mr. Harrison served as the Chief Operating Officer of First Hawaiian Bank from December 2009 to January 2012 and as its President from December 2009 to June 2015. He was named Vice Chairman of First Hawaiian Bank in 2007 and served as the Bank's Chief Risk Officer from 2006 to 2009. Mr. Harrison joined First Hawaiian Bank's Retail Banking group in 1996 and has over 30 years of experience in the financial services industry in Hawaii and on the U.S. mainland. Prior to the Reorganization Transactions (described elsewhere in this Proxy Statement), Mr. Harrison served as Vice Chairman of BancWest Corporation ("BancWest"). Following the completion of the Reorganization Transactions, Mr. Harrison continued to serve as Vice Chairman of BancWest until 2019. Mr. Harrison serves on the board of Alexander & Baldwin, Inc., a Hawaii publicly traded company with interests in, among other things, commercial real estate and real estate development.development, and on the board of Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii. He also serves as the Chairman of the Hawaii Medical Service Association. He is a member of the boards of the Hawaii Community Foundation, Hawaii Bankers Association, and Hawaii Business Roundtable.Roundtable and Maryknoll Foundation. Mr. Harrison holds a bachelor's degree in applied mathematics from the University of California, Los Angeles and an M.B.A. from Cornell University.

              Mr. Harrison's qualifications to serve on the Board include his operating, management and leadership experience as First Hawaiian Bank's Chairman, President and Chief Executive Officer, as well as his prior experience as First Hawaiian Bank's President and Chief Operating Officer and as its Chief Risk Officer. Mr. Harrison has extensive knowledge of, and has made significant contributions to, the growth of First Hawaiian and First Hawaiian Bank. Mr. Harrison also brings to First Hawaiian's Board his expertise in the financial services industry generally and in Hawaii in particular.

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              Matthew J. Cox, a member of the Board and the chair of the Compensation Committee of First Hawaiian, has served on the First Hawaiian Bank board of directors since 2014 and the Risk Committee from 2014 to March 2016. He has served as the Chairman of the Board and Chief Executive Officer of Matson, Inc., a public company and leading carrier for ocean transportation services in the Pacific, since April 2017, and as the Chief Executive Officer of Matson, Inc. since June 2012, having previously served since 2012 in various roles, includingas President, Chief Operating Officer and Chief Financial Officer. Mr. Cox brings to the Board of First Hawaiian extensive experience in supervising and performing company financial functions. Prior to joining Matson, Inc. in 2001, he served as Chief Operating Officer and Chief Financial Officer for Distribution Dynamics, Inc., a provider of outsourced logistics, inventory management and integrated information services that is now a division of Anixter Industries, a Fortune 500 public company.services. Mr. Cox also previously held executive and financial positions with American President Lines, Ltd., a global container transportation and logistics company. Mr. Cox serves on the advisory boards of Catholic Charities of Hawaii and the University of Hawaii Shidler College of Business. HeBusiness and, from 2008 to 2012, he served on the board of the Standard Club from 2010 to 2017, the board of Gallo Glass Company, a subsidiary of Gallo Inc., and the Pacific Maritime Association from 2008 to 2012.Association. Mr. Cox holds a bachelor's degree in accounting and finance from the University of California, Berkeley.

              As the current Chairman of the Board and Chief Executive Officer of a leading trans-Pacific shipping firm, Mr. Cox offers a wealth of management experience, business understanding and knowledge of the local business community. Additionally, Mr. Cox's experience as the chief executive officer of a publicly traded company has given him front-line exposure to many matters relevant to First Hawaiian.

              W. Allen Doane, a member of the Board, the chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee of First Hawaiian, has served on the board of First Hawaiian Bank since 1999 and the board of BancWest from 2004 to 2006 and from 2012 tothrough January 2019, and he has been the chairman of the First Hawaiian Bank audit committee since 2012. As the retired Chairman and Chief Executive Officer of Alexander & Baldwin, Inc., a Hawaii public company with interests in, among other things, commercial real estate and real estate development, Mr. Doane brings to the First Hawaiian Board broad-based knowledge about Hawaii and its business environment, as well as extensive financial and managerial experience. Mr. Doane served as Chief Executive Officer of Alexander & Baldwin, Inc. from 1998 until his retirement in 2010. Prior to joining Alexander & Baldwin, Inc. in 1991, Mr. Doane served as Chief Operating Officer of Shidler Group, a real estate investment organization. He also held executive positions at IU International Corporation, a Philadelphia-based public company, and C. Brewer & Co., Ltd., one of Hawaii's oldest operating companies, which has since been dissolved. He currently serves on the board and audit committee of Alexander & Baldwin, Inc. and on the board and audit committee of Pacific Guardian Life Insurance Company, the largest domestic life and disability insurer in Hawaii. Mr. Doane holds a bachelor's degree from Brigham Young University and an M.B.A. from Harvard Business School.

              Mr. Doane's experience leading a large, publicly traded, diversified company focused on ocean transportation and real estate, combined with his experience at First Hawaiian, brings valuable insight to the Board in overseeing a wide range of banking, audit and financial matters.

              Faye Watanabe Kurren, a member of the Board and both the Audit and Corporate Governance and Nominating Committees of First Hawaiian, has served on the First Hawaiian Bank board of directors since 2005. She also serves on the Senior Trust Committee of the board of directors of the Bank. From 2003 until her retirement in November 2014, Ms. Kurren served as the President and Chief Executive Officer of Hawaii Dental Service, from 2003 until her retirementa Honolulu, Hawaii-based dental insurance company with the largest network of participating dentists in November 2014.Hawaii. Prior to that, Ms. Kurren served as the President of Tesoro Hawaii, LLC, a former subsidiary of AndeavorMarathon Petroleum (f/k/a Tesoro Corporation)Corporation and Andeavor), from 1998 to 2003. She also is a directorserves on the board of Helping Hands Hawaii and is an advisory director of First Insurance Company of Hawaii. She served as the past Chairperson of the Hawaii State

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Commission on the Status of Women, the University of Hawaii Foundation and the Hawaii State Chapter of the

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American Red Cross. Ms. Kurren holds a law degree from the University of Hawaii, a Masters of Arts in Sociology from the University of Chicago and a Bachelor of Arts in Sociology from Stanford University.

              Ms. Kurren's experience as the president and chief executive officer of a major, local healthcare insurance company provides her with extensive experience in an important local industry and provides the Board with expertise in management and corporate governance matters. In addition, having served as the president of the subsidiary of a publicly traded company, Ms. Kurren possesses financial skills that qualify her as one of three audit committee financial experts serving on the Audit Committee.

              Allen B. Uyeda, the lead independent director and a member of the Compensation Committee and the chair of both the Corporate Governance and Nominating Committee and the Risk Committee of First Hawaiian, has served on the board of directors and risk committee of First Hawaiian Bank since 2001 and 2012, respectively, and the board and risk committee of BancWest from 2012 tothrough January 2019, and he has been the chairman of the First Hawaiian Bank risk committee since 2012. Mr. Uyeda brings to the First Hawaiian Board extensive knowledge of Hawaii and experience in supervising and performing company financial functions. From 1995 to 2014, he was Chief Executive Officer of First Insurance Company of Hawaii, a Honolulu-based property and casualty insurance company that, during the course of Mr. Uyeda's leadership, became a subsidiary of Tokio Marine Holdings, Inc., a multinational insurance holding company listed on the Tokyo Stock Exchange. Previously, Mr. Uyeda served as Vice President and Chief Financial Officer of the Agency and Brokerage Group of Continental Insurance Company, prior to its acquisition by CNA Financial Corporation, a public unified holding company for insurance entities. Mr. Uyeda also has several years of management, financial analyst and project engineering experience with International Paper, a public company with interests in paper-based packaging, paper and pulp industries, and Johnson Controls, Inc., a public company that provides batteries and builds efficiency services. He serves on the boards of The Queen's Health Systems and The Queen's Medical Center and is a Special Advisor to the Oahu Economic Development Board. Mr. Uyeda holds a bachelor's degree in electrical engineering from Princeton University and an M.B.A. from the Wharton School at the University of Pennsylvania.

              Mr. Uyeda's experience serving as chief executive officer of a major local insurance company, combined with his risk management and leadership skills, knowledge of our market and sensitivity to the economy, bring valuable insight and critical skills to our Board.

              Jenai S. Wall, a member of the Board and both the Compensation and Risk Committees of First Hawaiian, has served on the First Hawaiian Bank board of directors since 1995. Ms. Wall has been Chairman and Chief Executive Officer of Foodland Super Market, Ltd. since 1998. She also1998 and serves as Chief Executive Officer of the other entities that comprise the Sullivan Family of Companies, including Food Pantry, Ltd., Kalama Beach Corporation, Pacific Warehouse, Inc., and The Coffee Bean and Tea Leaf Hawaii. Ms. Wall has served on the board of First Hawaiian, BankInc. since August 1, 2018. Ms. WallShe serves as a director of Matson, Inc., a public company, and served as a director of Alexander & Baldwin, Inc., a public company.company, from April 2015 to April 2019. She also serves as Chair of The Queen's Health Systems Board of Trustees and serves on the boards of Servco Pacific, Inc. and 'Iolani School. She earned her bachelor's degree in Mathematics from Wellesley College and master's degree in Business Administration from Columbia University.

              Ms. Wall's over 20 years' experience as chief executive officer of Hawaii's largest locally owned supermarket chain and her years of service as a director of a publicly traded real estate company, as

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well as her substantial involvement on the boards of directors of several prominent Hawaii charitable organizations, have provided her with a wealth of experience in management, business and finance.

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              C. Scott Wo, a member of the Board and both the Audit and Risk Committees, is an Owner of C.S. Wo & Sons, Ltd., his family's home furnishings enterprise founded in 1909, a Partner/Manager of Kunia Country Farms, one of the largest aquaponics farms in the State of Hawaii, and an Adjunct Professor of Management at Columbia Business School in New York City. He currently serves as Investment Committee Chair for the University of Hawaii Foundation, Finance Committee Chair for The Queen's Health System, Finance Committee Chair for the Takitani Foundation and as a director foron the Aloha United Way andadvisory board of the American Red Cross Hawaii State Chapter. Dr. Wo holds a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania, an M.B.A. from the Columbia Business School at Columbia University and a Ph.D. in Finance from the Anderson School at UCLA.

              Mr. Wo brings entrepreneurial and business-building skills and experience to First Hawaiian through his experience as an owner of a large local furniture business. In addition, through his education and experience as an Adjunct Professor of Management at Columbia Business School, Mr. Wo has developed outstanding business, finance and accounting skills that he brings to his service on the Audit and Risk Committees.

Eric K. Yeaman, the President and Chief Operating Officer of First Hawaiian, has been President and Chief Operating Officer of First Hawaiian Bank and a member of the Bank's board of directors since June 2015. From February 2018 to September 2018, he also served as Interim Chief Financial Officer of First Hawaiian and First Hawaiian Bank. Prior to joining First Hawaiian Bank, Mr. Yeaman was the President and Chief Executive Officer of Hawaiian Telcom Holdco, Inc., a telecommunications provider, from 2008 until 2015. Mr. Yeaman's prior experience also includes consulting and audit work from 1989 to 2000 at Arthur Andersen LLP, where he was a Senior Manager. From 2000 until 2003, Mr. Yeaman served as Chief Operating and Financial Officer at Kamehameha Schools, and from 2003 until 2008, he served as Financial Vice President and Chief Financial Officer of Hawaiian Electric Industries Inc., a publicly traded electric utility holding company. He later served as Senior Executive Vice President and Chief Operating Officer of its Hawaiian Electric Company subsidiary. Mr. Yeaman serves on the publicly traded company boards of Alaska Air Group, Inc. and Alexander & Baldwin, Inc., as well as the not-for-profit boards of the Harold K.L. Castle Foundation, the Friends of Hawaii Charities and the First Hawaiian Bank Foundation. Mr. Yeaman holds a Bachelor's in Business Administration degree in accounting from the University of Hawaii at Manoa and is a Certified Public Accountant (not in public practice) in Hawaii.

              Alan H. Arizumi, the Vice Chairman of Wealth Management of both First Hawaiian and First Hawaiian Bank, oversees all areas of the Wealth Management Group, which includes Personal Trust, Private Banking, Wealth Advisory, Institutional Advisory Services, Investment Services, Wealth Management Service Center, Trust Compliance and Bishop Street Capital Management Corporation. At the Bank level, he has overseen the Wealth Management Group since 2013. From 2014 to 2017, he also concurrently oversaw the Consumer Banking Group. Previously, Mr. Arizumi was Executive Vice President of the Bank's Business, Dealer and Card Services Group from 2010 to 2013 and Executive Vice President and Chief Risk Officer of the Bank's Risk Management Group from 2009 to 2010. From 2013 to 2017, he served as the Chairman and Chief Executive Officer of Bishop Street Capital Management Corporation, a subsidiary of the Bank. He also serves on the local boards of Hawaii Community Foundation, Hawaii Youth Symphony, Kuakini Medical Center, Kuakini Health System, McKinley High School Foundation and KCAA Preschools of Hawaii, and he is a special advisor to the Oahu Economic Development Board. Mr. Arizumi holds a bachelor's degree in business administration from the University of Hawaii and is a graduate of the Pacific Coast Banking School.

              Ravi Mallela, the Executive Vice President and Chief Financial Officer and Treasurer of First Hawaiian and First Hawaiian Bank, has served in those capacities since September 2018. Prior to

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joining First Hawaiian, Mr. Mallela served as Senior Vice President, Head of Finance and Treasury of First Republic Bank, San Francisco, California, since 2013, where he ran the financial planning, treasury and credit risk modeling teams and was responsible for the strategic planning and forecasting process, liquidity and capital management, asset and liability management and stress testing programs. Previously, Mr. Mallela served as Managing Director, Corporate Finance for the Bank of Montreal from 2012 to 2013, where he managed the stress testing and capital management programs for their U.S. banking subsidiary. From 2004 to 2012, Mr. Mallela worked at Wells Fargo Bank in the Treasury group. Mr. Mallela serves on the board of the Blood Bank of Hawaii and is an advisory board member for the Masters in Finance Program at St. Mary's College of California. Mr. Mallela has an MBA from the University of California at Los Angeles and a Bachelor of Science from the University of San Francisco, and he completed the Stanford Executive Program.

              Lance A. Mizumoto, the Vice Chairman and Chief Lending Officer of First Hawaiian and First Hawaiian Bank, rejoined the Bank in January 2017. He was named Chief Lending Officer, Commercial Banking Group, in July 2017 and was appointed to his current position in January 2019. He oversees

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all areas of the Commercial Banking Group, including Corporate Banking Division, Commercial Real Estate Division and Trade Finance Department. Prior to joining First Hawaiian Bank in 2017, Mr. Mizumoto held a number of management positions at Central Pacific Bank, serving as Vice Chairman, Chief Operating Officer and Chief Risk Officer from September to November 2016, President and Chief Banking Officer from June 2014 to August 2016, Executive Vice President of the Commercial Markets Group from July 2010 to June 2014 and Executive Vice President and Commercial Banking Division Manager from November 2005 to June 2010. Mr. Mizumoto also worked for First Hawaiian Bank in various management roles from 1996 to 2005. He currently serves as a Regent on the Chaminade University Board of Regents and on the board of the Arthritis Foundation of Hawaii. Mr. Mizumoto holds a bachelor's degree in marketing and management from the University of Hawaii at Manoa and an M.B.A. from Chaminade University.

              Mitchell E. Nishimoto, the Vice Chairman and Head of the Retail Banking Group of First Hawaiian, has served in that position since January 2019. He previously served as Executive Vice President and Manager of the Retail Banking Group of First Hawaiian from 2016 until his promotion to his current position. He is responsible for First Hawaiian Bank's 6058 branch network in Hawaii, Guam and Saipan. Mr. Nishimoto started his career with First Hawaiian Bank in 1986 as a Management Trainee. He managed branches throughout Maui County from 1988 to 2011, advancing to the position of Senior Vice President and Maui Region Manager from 2006 to 2011. Mr. Nishimoto was Senior Vice President and Kapiolani Region Manager from 2011 to 2014 and Executive Vice President and Chief Risk Officer from 2014 to 2016. He is on the boards of directors of Adventist Health Castle, Japanese Cultural Center of Hawaii, Chamber of Commerce of Hawaii and the Honolulu Firefighters Foundation.Foundation and the Japan-America Society of Hawaii. Mr. Nishimoto is also a member of the U.S.-Japan Council, the Chamber of Commerce Hawaii and the Honolulu Japanese Chamber of Commerce and Japan-America Society of Hawaii.Commerce. He holds a bachelor's degree in finance from the University of Southern California and is a graduate of the Pacific Coast Banking School.

              Ralph M. Mesick, the Vice Chairman and Chief Risk Officer of First Hawaiian and First Hawaiian Bank, is responsible for the design, implementation and oversight of the Company's risk management strategy and framework. Mr. Mesick previously served as Executive Vice President and Manager of the Bank's Commercial Real Estate Division. Prior to joining the Bank in 2012, he spent over 25 years at Bank of Hawaii, where he was Executive Vice President and managed various business lines and functions. In addition to his over 30 years of experience in the banking industry, Mr. Mesick is active in the community and also serves as a member of the board of directors for the Board of Regents at Chaminade University, the Hawaii Community Reinvestment Corporation, Saint Francis Healthcare Systems, Kapiolani Health Foundation, HomeAid Hawaii and the Diocese of Honolulu Financial Council. He earned an MBA with a concentration in Banking, Finance and Investments from the University of Wisconsin-Madison, graduating Beta Gamma Sigma, and a Bachelor of Business Administration from the University of Hawaii at Manoa and completed the Advanced Risk Management Program at the Wharton School at the University of Pennsylvania.

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BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE

Overview

              Our Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives, and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports and audit reports made at Board and committee meetings by our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Risk Officer and other officers. The Board has four standing committees, the principal responsibilities of which are described below under the section entitled "—Committees of Our Board of Directors." Additionally, the directors meet in regularly scheduled executive sessions, without First Hawaiian management (generally other than Mr. Harrison) present, at each regularly scheduled meeting of the Board. An executive session may not occur for a special meeting of the Board called for a specific purpose.

Meetings

              The Board met nineeight times in 2018.2019. Each member of the Board attended more than 75% of the total number of meetings of the Board and the committees on which he or she served. We strongly encourage, but do not require, the members of our Board to attend annual meetings of our stockholders. FiveAll seven members of the Board attended our 20182019 annual meeting of stockholders.

Director Independence

              Our common stock is listed on NASDAQ and, as a result, we are subject to the corporate governance listing standards of the exchange. The NASDAQ corporate governance standards generally require a majority of independent directors on the board of directors and fully independent audit, nominating and compensation committees.

              Prior to the completion of a secondary offering of our common stock on May 10, 2018 (the "50% Date"), BNPP directly or indirectly owned more than 50% of our outstanding common stock. As a result, prior to the 50% Date, our Company met the NASDAQ definition of a "controlled company" (i.e., a company of which more than 50% of the voting power is held by a single entity or group) and elected not to comply with certain of these standards. This status will continue for a 12-month transition phase following such date. During such period, we have the option to not comply with the corporate governance standards of NASDAQ requiring: (1) a majority of independent directors on the Board, (2) a fully independent nominating committee and (3) a fully independent compensation committee. Notwithstanding this transition period, following the resignation of all remaining directors designated to our Board by BNPP on February 12, 2019, we have been in compliance with NASDAQ independence and corporate governance standards.

              Our Board consists of seven directors, six of whom are independent. A director is independent if the Board affirmatively determines that he or she satisfies the independence standards set forth in the applicable rules of NASDAQ, has no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of Rule 10A-3 of the Exchange Act of 1934, as amended (the "Exchange Act"). The Board has reviewed the independence of our current non-employee directors and has determined that each of Matthew J. Cox, W. Allen Doane, Faye W. Kurren, Allen B. Uyeda, Jenai S. Wall and C. Scott Wo is an independent director. In determining the independence of its directors, the Board of Directors considered transactions, relationships and arrangements between the

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Company and its directors, the details of which are not required to be disclosed in this Proxy Statement pursuant to Item 404(a) of Regulation S-K. In addition, in determining the independence of its directors, the Board of Directors considered that certain businesses in which Ms. Wall and her spouse have a material interest, particularly Foodland Super Market, Ltd., as well as certain businesses in which Mr. Wo has a material interest, specifically C.S. Wo & Sons, Ltd. and Kunia Country Farms, have loans that were made by the Bank in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and that did not involve more than the normal risk of collectibilitycollectability or present other unfavorable features.

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Board Leadership Structure and Qualifications

              We believe that our directors should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all stockholders. When considering potential director candidates, our Board also considers the candidate's character, judgment, diversity, including racial and gender diversity, as well as other forms of diversity, skills, including financial literacy, and experience in the context of our needs and those of the Board.

              The corporate governance guidelines of our Board provide that the Board may, in its sole discretion, designate one of the independent directors as its lead director to preside over meetings of the Board held in the absence of any director who is also an executive officer and to have such additional responsibilities and authority as the Board may direct from time to time.

              Currently, Robert Harrison serves as our Chief Executive Officer and President and as the Chairman of our Board, and Allen B. Uyeda has been designated to serve as the lead independent director of our Board.

              Our Chief Executive Officer is generally in charge of our business affairs, subject to the overall direction and supervision of the Board and its committees, and is the only member of our management team that serves on the Board. Our Board believes that combining the roles of Chairman of the Board and Chief Executive Officer and appointing a lead independent director is the most effective board leadership structure for us and that it provides an effective balance of strong leadership and independent oversight. Having one individual serve as both Chief Executive Officer and Chairman contributes to and enhances the Board's efficiency and effectiveness, as the Chief Executive Officer is generally in the best position to inform our independent directors about our operations, the competitive market and other challenges facing our business. Our Board believes that the Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board for many reasons as he is closest to many facets of our business and has frequent contact with our customers, regulators and other stakeholders in our business. The Board believes that combining roles of Chief Executive Officer and Chairman of the Board also promotes timely communication between management and the Board on critical matters, including strategy, business results and risks because of Mr. Harrison's direct involvement in the strategic and day-to-day management of our business.

Board Oversight of Risk Management

              Our Board believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our

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long-term corporate success. Our Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face.

              The Risk Committee of our Board oversees our enterprise-wide risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our Risk Committee also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by our Board.

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Furthermore, the Risk Committee reviews and receives regular briefings concerning the Company's information security and technology risks (including cybersecurity), including discussions of the Company's information security and cybersecurity risk management programs. The Audit Committee of our Board is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting), reviewingthe Company's compliance with legal and discussing generallyregulatory requirements and the identification, assessment, management and controlperformance of our risk exposures on an enterprise-wide basis and engaging as appropriate with our Risk Committee to assess our enterprise-wide risk framework.the Company's internal audit function. The Compensation Committee has primary responsibility for risks and exposures associated with our compensation policies, plans and practices regarding both executive compensation and the compensation structure generally. In particular, our Compensation Committee, in conjunction with our Chief Executive Officer and Chief Risk Officer and other members of our management as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Corporate Governance and Nominating Committee oversees risks associated with the independence of our Board.

              Our senior management is responsible for implementing and reporting to our Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis. Our senior management is also responsible for creating and recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

              The role of our Board in our risk oversight is consistent with our leadership structure, with our Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

Committees of Our Board of Directors

              The standing committees of our Board were organized in April 2016 in connection with our IPO and consist of an audit committee, a corporate governance and nominating committee, a compensation committee and a risk committee. The responsibilities of these committees are described

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below. Our Board may also establish various other committees to assist

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it in its responsibilities. The following table summarizes the current membership of the Board and each of its committees:

Audit Committee. The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of our financial statements and regulatory reporting, our compliance with legal and regulatory requirements, our independent auditors' qualifications and independence and the performance of our internal audit function and independent auditors. Among other things, the Audit Committee:

•

appoints, oversees and determines the compensation of our independent auditors;



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reviews and discusses our financial statements and the scope of our annual audit to be conducted by our independent auditors and approves all audit fees;



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reviews and discusses our financial reporting activities, including our annual report, and the accounting standards and principles followed in connection with those activities;



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pre-approves audit and non-audit services provided by our independent auditors;



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meets with management and our independent auditors to review and discuss our financial statements and financial disclosure;



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establishes and oversees procedures for the treatment of complaints regarding accounting and auditing matters;



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reviews the scope and staffing of our internal audit function and our disclosure and internal controls; and



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monitors our legal, ethical and regulatory compliance.

              Pursuant to the Audit Committee's charter, and the terms of the Stockholder Agreement, the Audit Committee must consist of at least three members, all of whom are required to be "independent" under the listing standards of NASDAQ and meet the requirements of Rule 10A-3 of the Exchange Act. The Audit Committee also must include at least one "audit committee financial expert." Currently, our Audit Committee members are W. Allen Doane (chair), Faye W. Kurren and C. Scott Wo, each of whom has been determined by the Board to be "independent" under the listing

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be "independent" under the listing standards of NASDAQ and to meet the requirements of Rule 10A-3 of the Exchange Act, and all of whom serve as "audit committee financial experts."

              The Audit Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Audit Committee met five times in 2018.2019.

Compensation Committee. The Compensation Committee is responsible for discharging the responsibilities of our Board relating to compensation of our executives and directors. Among other things, the Compensation Committee:

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reviews and approves our compensation programs and incentive plans, including those for our executive officers;



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reviews our overall compensation philosophy;



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prepares our Compensation Committee report, reviews and discusses with management our compensation discussion and analysis and recommends its inclusion in our annual proxy statement or report;



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reviews and approves director compensation and recommends to the Board any changes thereto;



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reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer; and



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oversees, in consultation with management, regulatory compliance with respect to compensation matters.

              Pursuant to the Compensation Committee's charter and NASDAQ rules, the Compensation Committee must consist of at least two members and, on the date one year after the date that BNPP ceases to beneficially own at least 50% of our outstanding common stock, which occurred on May 10, 2018, the committeeexcept under exceptional and limited circumstances, must consist solely of independent directors. Currently, our Compensation Committee members are Matthew J. Cox (Chair), Allen B. Uyeda and Jenai S. Wall, each of whom has been determined by the Board to be "independent" under the listing standards of NASDAQ.

              The Compensation Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Compensation Committee met eightseven times in 2018.2019. As of the date of this Proxy Statement, the Compensation Committee has met three times in 20192020 to make certain determinations with respect to 20182019 compensation.

              For 2018,2019, the Compensation Committee retained the services of Pay Governance LLC as an independent outside compensation consultant ("Pay Governance") to perform a competitive assessment of First Hawaiian's executive and director compensation programs, as well as to provide guidance on the changing regulatory environment governing executive compensation. Pay Governance provides the Company with annual executive and director assessments that include, but are not limited to, an assessment of First Hawaiian's financial performance relative to its peers, an assessment of First Hawaiian's compensation program compared to its peers, recommendations for total cash compensation (base salary and cash incentives), a review of equity compensation, assessment of perquisites, retirement benefits and bonuses for NEOs, and a review of Board and committee compensation. The

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annual executive and director compensation assessments provide Pay Governance with a broad array of

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information from which to assess the effectiveness of its compensation programs and serve as a foundation for compensation decisions.

              In addition to providing annual assessments, Pay Governance advises the Compensation Committee on best practices in light of the changes in bank regulations applicable to the Company or the Bank, assists in developing a relevant peer group for use in the executive and director market assessments and provides guidance to the Compensation Committee regarding the design of compensation arrangements that reflect First Hawaiian's compensation philosophy.

              Pay Governance attends the Compensation Committee meetings upon request to review compensation data and participate in general discussions on compensation and benefits for the NEOs and Board members. While the Compensation Committee considers input from Pay Governance when making compensation decisions, the Compensation Committee's final decisions reflect many factors and considerations.

              The Compensation Committee regularly reviews the services provided by Pay Governance and believes that Pay Governance is independent in providing executive compensation consulting services. For more information about the role of Pay Governance as an independent outside compensation consultant, see "Compensation Discussion and Analysis—Role of the Compensation Consultant and Independence."

              Our Chief Executive Officer, in conjunction with members of the Compensation Committee and the Human Resources Division, develops recommendations regarding the appropriate mix and level of compensation for our NEOs (other than himself). The recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other NEOs. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for ensuring an effective and efficient system of corporate governance for First Hawaiian by clarifying the roles of our Board and its committees; identifying, evaluating and recommending to our Board candidates for directorships; and reviewing and making recommendations with respect to the size and composition of our Board. In addition, the Corporate Governance and Nominating Committee is responsible for reviewing and overseeing our corporate governance guidelines and for making recommendations to our Board concerning governance matters. Among other things, the Corporate Governance and Nominating Committee:

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identifies individuals qualified to be directors consistent with our corporate governance guidelines and evaluates and recommends director nominees for approval by our Board;



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reviews Board committee assignments and makes recommendations to our Board concerning the structure and membership of Board committees;



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annually reviews our corporate governance guidelines and recommends any changes to our Board; and



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assists management with the preparation of the disclosure in our annual proxy statement regarding director independence and the operations of the Corporate Governance and Nominating Committee.

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              Pursuant to the Corporate Governance and Nominating Committee's charter, the Corporate Governance and Nominating Committee must consist of at least three members. Pursuant tomembers, all of whom are independent under NASDAQ rules, on the date one year after BNPP ceases to be beneficial owner of at least 50% of our outstanding common stock, which occurred on May 10, 2018, the committee will consist solely of independent directors.rules. Currently, our Corporate Governance and Nominating Committee members are Allen B. Uyeda (chair), W. Allen Doane and Faye W. Kurren, each of whom has been determined by the Board to be "independent" under the listing standards of NASDAQ.

              The Corporate Governance and Nominating Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Corporate Governance and Nominating Committee met four times in 2018.2019.

Risk Committee. The Risk Committee assists the Board in fulfilling its responsibilities for oversight of our enterprise-wide risk management framework, including reviewing our overall risk appetite, risk management strategy, and policies and practices established by our management to identify and manage risks we face. Among other things, the Risk Committee, subject to the terms of the Stockholder Agreement:Committee:

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reviews and approves our risk management framework, including a clearly articulated risk appetite statement;



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oversees significant credit policies and reviews and approves major changes to them;



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oversees significant policies and practices governing the management of market risk;



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annually approves the acceptable level of liquidity risk that we may assume in connection with our operating strategies;



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reviews consolidated reports on operational risk, including, to the extent available, key risk indicators;



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provides oversight responsibility and accountability for capital planning and oversee and approves significant capital policies;



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reviews and approves the policies and procedures of the stress testing processes; and



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evaluates and discusses summary information about stress test results to ensure that the stress tests are consistent with our risk appetite and overall business strategy.

              Pursuant to the Risk Committee's charter, the Risk Committee must consist of at least four members. In February 2019, Michel Vial and Gérard Gil, eachthree members, a BNPP designee to our Board, resigned from our Board andmajority of whom must not currently be employees at the Risk Committee.Company or the Bank. Currently, our Risk Committee members are Allen B. Uyeda (chair), Jenai S. Wall and C. Scott Wo.

              The Risk Committee has adopted a written charter that specifies the scope of its rights and responsibilities, including those listed above. The charter is available on our website at www.fhb.com under the Investor Relations tab. The Risk Committee met four times in 2018.2019.

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Compensation Committee Interlocks and Insider Participation

              No member of our Compensation Committee is or has been one of our officers or employees, and none will have any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board,

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Compensation Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Corporate Governance Guidelines and Code of Conduct and Ethics

              Our Board has adopted corporate governance guidelines, which are accessible through our principal corporate website at www.fhb.com under the Investor Relations tab, that set forth a framework within which our Board, assisted by Board committees, will direct the Company's affairs. These guidelines address, among other things, the composition and functions of our Board, director independence, compensation of directors, management succession and review, Board committees and selection of new directors.directors, including detailed procedures to be followed in the event that one or more directors do not receive a majority of the votes cast "for" his or her election at the Annual Meeting.

              Our Board has adopted a code of conduct and ethics applicable to our directors, officers and employees. A copy of that code is available on our principal corporate website at www.fhb.com under the Investor Relations tab. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our principal corporate website at www.fhb.com as required by applicable law or listing requirements.

Stockholder Communications with the Board of Directors

              Stockholders and any interested parties may communicate with the Board by sending correspondence addressed to the Board or one or more specific directors at the following address: First Hawaiian, Inc., c/o the Secretary, 999 Bishop Street, 29th Floor, Honolulu, Hawaii 96813. All communications will be submitted by the Company's Secretary to the relevant director or directors as addressed.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT

              The following table sets forth information, based on data provided to us or filed with the Securities and Exchange Commission (the "SEC"), with respect to beneficial ownership of shares of our common stock as of March 13, 2019February 28, 2020 for (i) all persons known by us to own beneficially more than 5% of our outstanding common stock, (ii) each of our NEOs, (iii) each of our directors and (iv) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise indicated, the address for each stockholder listed below is c/o First Hawaiian, Inc., 999 Bishop Street, Honolulu, Hawaii 96813.

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