TABLE OF CONTENTSUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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TABLE OF CONTENTS
March 18, 2022
Dear Fellow Shareholder:
On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), it is my pleasure to invite you to attend the 20222023 Annual Meeting of Shareholders (2022(2023 Annual Meeting) of HEI. As we emerge from the pandemic, we are excited to be returning to an in-person annual meeting. The meeting will be held on Friday, May 6, 20225, 2023 at 10:00 a.m., Hawai‘i time. In light oftime at the rapidly-changing conditions and risks posed by the ongoing COVID-19 pandemic, in order to safeguard the health of our shareholders, directors and employees and to ensure that shareholders can safely participate in the 2022 Annual Meeting, we will once again conduct our annual meeting virtually, entirely via live audio webcast. You will be able to listen to the official meeting, submit questions and vote your shares from any location with an Internet connection. Please see the accompanying Proxy Statement for more information on how to participate.American Savings Bank Campus, 300 N. Beretania Street, 7th Floor, Kākou 1 & 2, Honolulu, HI 96817.
The Notice of Annual Meeting of Shareholders and Proxy Statement that accompany this letter describe the business to be conducted during the 20222023 Annual Meeting.
Your vote is very important. Whether or not you attend the meeting, and no matter how many shares you own, it is important that your views be represented. Please vote by signing and returning your proxy card or by using telephone or internet voting. Instructions on how to vote are detailed in the “Voting Procedures” section of the Proxy Statement. Please note that you will need to retain the control number printed on your proxy card to attend the virtual 2022 Annual Meeting.
For further details on HEI’s accomplishments in 2021,2022, please see my letter in the accompanying Annual Report, as well as the attached letter from our Board of Directors.
The Board of Directors and management team of HEI would like to express our appreciation to you for your confidence and support. I look forward to seeing you at the 2023 Annual Meeting.
| | | Sincerely,
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| | | |
| | | |
| | | Scott W. H. Seu
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| | | President and Chief Executive Officer
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Sincerely,
Scott W. H. Seu
President and Chief Executive Officer
A Message from Our Board of Directors
Dear Fellow Shareholder,
On behalf of the entire Board, thank you for your continued support and investment in Hawaiian Electric Industries (HEI).
With the continuation2022 was a year of the COVID-19 pandemic in 2021, we were againstrong achievement for our HEI family of companies. While 2022 presented with opportunities to demonstrate the strengthits share of our enterprisechallenges for everyone, including inflationary, supply chain and our commitment to supporting customers and our communities. From the Board’s perspective, we see HEI’s core responsibility as being there whenever our customers need us. We remain focused on creating a more sustainable, resilient company – and state of Hawai‘i – for all.
Throughout the year, the Board and HEI’s leadership team worked closely to ensure the vitality and resilience of HEI and our subsidiaries for all of our stakeholders, from customers and employees to communities and investors. We successfully transitioned leadership ofglobal energy dynamics, our companies committed to ambitious new climate goalsperformed well and continued to enhancedeliver on our boardstrategies.
Our companies have proactively addressed our customers’ needs, deepened collaboration across our enterprise, delivered strong financial results and environmental, socialadvanced transformative strategies that include our utility’s climate change action plan and governance (ESG) initiatives. our bank’s digital transition.
We are pleased to share with you an update on the Board’s work and an overview of the Board’sHEI’s key strategic priorities for creating sustainable, long-term stakeholdervalue for our shareholders and shareholderall of our stakeholders.
Continued Board Refreshment
We are committed to ensuring we have a diversity of perspectives, skills, gender, ethnicity and expertise needed to protect and create value. In the past year, our Board has appointed two new independent directors — Michael Kennedy and Yoko Otani.
Succession Planning
Succession planningMichael co-founded and served as CEO of clearXchange (now known as Zelle) and is known for both managementhis creative thinking, expertise in technology and the Boardfinancial services, and experience developing innovative strategies. Michael has been a key priority. Themember of the board of directors of our bank subsidiary, American Savings Bank, since 2018. Yoko served as an industry co-head in Global Relationship Banking at Citigroup and brings significant experience in financial services, risk management and regulatory matters.
With the addition of Michael and Yoko to the HEI Board, we have added six new independent directors since 2019. Over half of our directors are female, Asian or Native Hawaiian.
Ongoing Management Succession Planning
Our Board continues to focus on ensuring strong talent development and succession planning processes are in place — not just at the Board, but throughout the organization. For senior executives, the Nominating and& Corporate Governance Committee and the full Board evaluate internal and external succession candidates regularly. In 2021, our comprehensive, multi-year approach resulted in a number of leadership changes.candidates.
We were happy to announce that as of January 1, 2022, Scott Seu succeeded Connie Lau as CEO of our HEI enterprise, upon Connie’s retirement after 15 years as CEO. Scott is our first CEO who is of Native Hawaiian ancestry. He has held leadership positions across key areas of Hawaiian Electric that will provide valuable perspective as we continue to collaborate with stakeholders across our state to decarbonize our economy, enhance resilience and strengthen the health of our communities and economy. Shelee Kimura, previously senior vice president of customer service and public affairs at Hawaiian Electric, succeeded Scott as Hawaiian Electric's president and CEO, becoming the first female CEO in the Utility’s 130-year history. Further, we appointed Ann Teranishi as president and CEO of American Savings Bank in May 2021. Our new CEO team will continue to carry forward our mission to be a catalyst for a better Hawai‘i.
We would like to thank Connie for her tremendous, steady and thoughtful leadership through times of unprecedented change in the energy and banking industries, and her national leadership in our industries and on critical infrastructure and security issues.
As for our Board, we remain committed to ensuring we have the diversity of perspective, skills, gender, ethnicity and expertise to continue to drive value for our stakeholders. Currently over half of our directors are female, Asian or Native Hawaiian. As part of his appointmentour succession planning process, in January 2023, Paul Ito was promoted to CEO, Scott replaced Connie onExecutive Vice President and CFO of HEI. Paul was selected following a broad, national search conducted by the Board and the HEI leadership team. Paul has been with HEI since 2018, leading the accounting, financial reporting, tax and treasury functions in 2021 we also added a new independent director, Elisia Flores. Elisia is a proven leader with extensive localaddition to supporting our enterprise risk management, investment analysis, strategic and national experience in corporate financeoperating plan functions and international franchising grounded by a deep understanding of Hawai‘i’s unique business environmentdigital transformation initiatives. We were pleased to promote Paul as our CFO and community needs.look forward to the value he brings to our shareholders and stakeholders.
Financial Performance and Value Creation
HEI continues to deliver shareholder value, outperforming the total shareholder return of comparable utility peers in 2021. We have paid uninterrupted dividends to our shareholders since 1901Our strategic and have grown dividends by approximately three percent per year since 2019. Our strong investment grade balance sheet continues to provide access to competitively priced growth capital, and our efficient capital structure and growing dividends from subsidiaries limit the need for external equity.
Our sustained financial performance provides the resources to invest in the company’s strategic growth and a sustainable future for our state, driving shareholder returns over time. Our strong liquidity and financial stability enable us to continue to provide uninterrupted essential services, protect employee and customer safety, provide solutions to assist customers experiencing financial hardship and support our communities.
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Leading a Community-Wide Clean Energy Transition
With all of our operations in the middle of the Pacific Ocean, we know that our company's long-term health is inextricably linked withreflect the strength of our businesses and our ability to deliver strong value for shareholders and our stakeholders. Combined our HEI enterprise earned $241 million in net income and $2.20 in earnings per share for the economy, communities,year, reflecting strong performance at both our utility and environment of the Hawaiian Islands. To reinforce the urgency of global effortsbank.
Our utility moved forward aggressively to slow climate change, in November Hawaiian Electric set aadd new goalrenewable energy to reduce scope 1 and 3our grid as we strive to cut carbon emissions from power generation 70% by 2030 compared(compared to 20051. In addition, Hawaiian Electric has committed to achieving or exceeding2005) and achieve net zero carbon emissions from power generation by 20452, meaning that any remaining carbon emissions will be captured and stored or offset.
While these commitments are ambitious, they are rooted firmlysooner. In 2022 we celebrated the end of coal in existing plans and projects that are underway or will beHawai‘i, a key milestone in the near term, and build on progress we’ve already made. In Hawai‘i we’ve been working on decarbonization for many years. Our state’s first clean energy goal was established back in 2001, with increasingly ambitious goals added since then. To achieve our goals in the right way for our island state, we must continue to work together with our communities to balance important needs such as affordability, social equity, reliability and resilience with key challenges such as limited land and competing needs for that land, including affordable housing and agriculture, and impacts on neighborhoods, protected species and ecosystems.
The new performance-based regulation (PBR) framework, which went into full effect last June, was developed with our regulators and stakeholders and is designed to promote environmental and social outcomes relating to energy affordability, reliability, customer equity, carbon emissions reduction, electrification of transportation and resilience. In doing so, PBR offersclimate change action plan. And the Utility the opportunity to earn additional revenues by achieving important outcomes for our stakeholders.
In 2021, the Company continued to enhancelaunched a third round of major renewable energy procurements, continuing its reporting, planning and actions related to important ESG issues. HEI released its first Task Force on Climate-related Financial Disclosures (TCFD)-aligned report and the resultsambitious transformation of its first consolidated ESG priorities assessment. As with HEI's inaugural ESG report in 2020, the 2021 report presented data aligned with Sustainability Accounting Standards Board (SASB) guidelines for HEI's utility and bank subsidiaries.Hawai‘i’s energy system. We continue to enhancebe industry leaders in enabling customer-owned rooftop solar and are now integrating more battery energy storage into our reportingelectric system than ever before. We also successfully completed our first full year under performance-based regulation, a new framework that gives us more stability
and opportunity as we execute our clean energy transition. Even with an unprecedented combination of macroeconomic challenges in this first year under the new framework, our Utility earned $189 million in net income in 2022, a solid 6% increase over the prior year.
Our bank had a strong year as well, achieving earnings of $80 million. Excluding pandemic-related recovery items that were unique to give shareholders2021, this represented meaningful bank earnings growth over the prior year. The bank leveraged its strong customer relationships and stakeholders greater visibility and understandingbest in class customer service to grow loans by 15% in 2022, the strongest loan growth in over a decade, while maintaining our high standards of loan underwriting.
These results demonstrate the strength of HEI’s combined structure, which provides the financial resources to invest in the growth of our work. For example,company and the promise of Hawai‘i’s future, while continuing to deliver a strong dividend for shareholders. Based on our 2022 performance and our confidence in our next ESG report, to be publishedprospects, this April,February we will further detailincreased our activities and usage across scope 1 and 2 carbon emissions for our enterprise and significant components of scope 3 emissionsdividend for the Utility.fifth year in a row.
Commitment to Diversity, Equity and InclusionHuman Capital Management
Human capital management is central to achieving our strategic priorities. We are committed to building a strong culture to supportsupporting the long-term success and sustainability of our companyCompany and workforce by fostering a collaborative, inclusive culture. We believe diversity across theIn 2022, our Board and workforce gives usmanagement team spent considerable time evolving our enterprise-wide human capital management strategy, which is focused on attracting, developing and retaining the talent needed to lead our companies forward. Our goal is to continue to be recognized as an advantage that helps us meet our customers’ needsemployer of choice, attracting talent from Hawai‘i and achieve our goals. In 2021, we revised our Corporate Governance Guidelines to formally embed diversity considerations. And in this proxy statement we have expanded our Board diversity disclosures to provide information at the individual level in addition to in the aggregate.more broadly.
Our workforce is highly diverse. As reflected in our reported 20212022 Equal Employment Opportunity (EEO-1) data, at Hawaiian Electric 90% of the total workforce was racially diverse, as were approximately 85% of leaders and 67%56% of executives. Across ASB, in 20212022 89% of all teammates were racially diverse, as were approximately 83%85% of leaders and 80% of executives.
Harnessing the value of our diversity for our stakeholders and shareholders requires an inclusive culture that ensures diverse perspectives inform our decisions at all levels and all functions. We are committed to enhancing our culture to bring forth this value. This takes time and effort and is essential to our success moving forward.
Board Oversight of Strategy and Risk Management
Effective management of risks and opportunities leads to sustained long-term value creation for our investors and improves the sustainability, well-being and resilience of our communities, our state and our environment — and leads to sustained long-term value creation for our investors.environment.
As a Board, we see ESG-related strategies and risks as having the same potential as other strategies and risks to impact long-term value creation. As a result, we deliberately composed our Board to ensure we have directors who have direct experience related to ESG topics, including renewable energy, climate change strategy and environmental management.
Our full Board reviews and provides input on our strategies and major risks and determines our risk appetite. This includes risks relating to a number of topics, including but not limited to, safety, other human capital considerations and climate change.
In 2021, we elevated As part of this review, this past year the Board’sBoard deepened its focus on human capital managementcybersecurity within the Audit & Risk Committee.
As a Board, we consider ESG-related strategies and diversity, equityrisks in the context of our overall company strategies and inclusion. We formalized the Board’srisks. As such, we have integrated oversight of these areas by expanding the role of the Compensation CommitteeESG risks and opportunities into our existing Board and committee responsibilities. In considering our Board composition, we also ensure we have directors who have direct experience related to cover theseESG topics relevant to our strategies, including renewable energy, climate change strategy and renaming it the Compensation & Human Capital Management Committee.environmental management.
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In addition, we enhanced Board oversight of cybersecurity. Rigorous and sophisticated cybersecurity management is essential for our companies, which run critical infrastructure that is crucial to Hawai‘i’s economy and the health and well-being of our communities.
Shareholder and Stakeholder Engagement
We believe strong corporate governance includes engaging with our shareholders and takingstakeholders and incorporating their views into account in making decisions.our decision-making processes. Over the past year, the Company reached out to or engaged with shareholders representing more than 50% of our institutional shareholder base. These meetingsbase, with independent directors participating as appropriate. In our engagements, we covered ourtopics such as financial and operational performance, board composition, oversight of cybersecurity and progress on our strategies including the Utility’s climate change action plan and the Bank’s digital transformation, the new utility performance-based regulation framework, human capital and diversity, equity and inclusion topics, leadership succession, board composition and governance policies, and involved our independent directors as appropriate.goals.
In part as a result of shareholder feedback, we continue to enhance our disclosuresgovernance and ESG reporting practices,practices. For example, in response to shareholder input, in 2020 we began the process of declassifying our Board. As of the 2023 Annual Meeting, our Board is fully de-classified, with all HEI directors standing for election this year.
We value your support, and we continue to encourage you to share your opinions with us.
Current Events
Russia's reprehensible invasion of Ukraine has wrought devastation on Ukraine and its people and dramatically altered the global security landscape. We condemn Russia's actions and support international efforts to bring an end to Russia's aggression. Soon after the invasion began, Hawaiian Electric expressed concern about the import of Russian oil to our fuel supplier. Priorlook forward to the U.S. ban on Russian oilyear ahead as we continue our tireless work to create long-term customer, community and gas imports, our fuel supplier decided to suspend purchases of Russian oil — we fully supported that decision.
Our thoughts, prayers and aloha are with the people of Ukraine.
shareholder value. On behalf of the Board of Directors, thank you for your continued support. We appreciate the opportunity to serve HEI on your behalf.
Aloha,
HEI Board of Directors
Admiral Thomas B. Fargo, Chair of the Board
| | Celeste A. Connors | | | Michael J. Kennedy | |
| | Richard J. Dahl | | | Yoko Otani | |
| | Elisia K. Flores | | | Keith P. Russell | |
| | Peggy Y. Fowler | | | William James Scilacci, Jr. | |
| | Micah A. Kāne | | | Scott W. H. Seu | |
Admiral Thomas B. Fargo, Chairperson| | Notice of the Board2023 Annual
Meeting of Shareholders | | | | |
| | Celeste A. Connors![[MISSING IMAGE: tm2228839d2-ic_clockpn.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/tm2228839d2-ic_clockpn.gif) | | | Micah A. Kāne
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Richard J. Dahl![[MISSING IMAGE: tm2228839d2-ic_locationpn.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/tm2228839d2-ic_locationpn.gif) | | | | Keith P. Russell![[MISSING IMAGE: tm2228839d2-ic_recdatepn.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/tm2228839d2-ic_recdatepn.gif) | |
| | TIME AND DATE | | | | LOCATION | | | | RECORD DATE | |
| | Friday, May 5, 2023 at
10:00 a.m., Hawai‘i Time | | | | Elisia K. FloresThe 2023 Annual Meeting will be conducted in-person at American Savings Bank Campus, 300 N. Beretania St., 7th Floor, Kākou 1 & 2, Honolulu, HI 96817
| | | William James Scilacci, Jr.
| March 1, 2023 | |
Peggy Y. Fowler
| DESCRIPTION | | | Scott W. H. Seu
|
TABLE OF CONTENTS
NOTICE OF 2022 ANNUAL
MEETING OF SHAREHOLDERS
| | | BOARD RECOMMENDATION | |
When:
| Proposal 1 | | | Friday, May 6, 2022 at 10:00 a.m., Hawai‘i Time.
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Where:
| | | The 2022 Annual Meeting will be virtual, conducted entirely via live audio webcast. You will be able to attend, submit questions and vote during the 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/HE2022.
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Items of Business:
| | | Proposal 1 — Election of seventen directors to serve a one-year term expiring at the 20232024 Annual Meeting of Shareholders.
| | | FOR Each Nominee | |
| | Proposal 2 — | | | Advisory vote to approve the compensation for HEI’s named executive officers. | | | FOR | |
| | Proposal 3 — | | | Advisory vote on the frequency of future advisory votes on HEI’s executive compensation. | | | FOR Every One Year | |
| | Proposal 4 | | | Ratification of the appointment of Deloitte & Touche LLP as HEI’s independent registered public accountant for 2022.2023. |
| Transaction of such other business as may properly come before the 20222023 Annual Meeting. |
Record Date:
| | | March 1, 2022.
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Annual Report:
FOR | | | The 2021 Annual Report to Shareholders, which is not part of the proxy solicitation materials, has been mailed or made available electronically to shareholders, along with this Notice of 2022 Annual Meeting of Shareholders and accompanying Proxy Statement.
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Who Can Attend:
| | | Shareholders of record as of the close of business on the record date are entitled to receive notice of, attend, submit questions and vote at the 2022 Annual Meeting. To attend the virtual meeting via the internet, you must have the 16-digit control number printed on the Notice of Internet Availability, on your proxy card, or if your shares are held in street name, in the proxy materials sent to you by your broker or other holder of record.
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Date of Mailing:
| | | On or about March 18, 2022, these proxy materials and annual report are being mailed or made available to shareholders.
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The 2022 Annual Report to Shareholders, which is not part of the proxy solicitation materials, has been mailed or made available electronically to shareholders, along with this Notice of 2023 Annual Meeting of Shareholders and accompanying Proxy Statement.
Shareholders of record as of the close of business on the record date are entitled to receive notice of, attend, submit questions and vote at the 2023 Annual Meeting. To attend, you must bring government-issued photo identification. If your shares are held in street name, you must also bring evidence of ownership on the record date (such as a brokerage account statement). If you represent an entity that is a shareholder, you will also need proof of authority for representation.
On or about March 24, 2023, these proxy materials and annual report are being mailed or made available to shareholders.
How To Vote Your Shares
Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions. Shareholders of record may appoint proxies and vote their shares in one of four ways:
| | | | BEFORE THE MEETING | | | | | | DURING THE MEETING | | | | |
| | | | | | | | | | |
| | By Telephone: You can vote your shares by calling 1-800-690-6903. |
| | | By Internet: You can vote your shares online at www.proxyvote.com. |
| www.proxyvote.com. | | | By Mail: You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. |
DURING THE MEETING
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| | | By Internet: You canIn Person: Attend our annual meeting and vote your shares online at www.virtualshareholdermeeting.com/HE2022.
by ballot. | |
Shareholders whose shares are held by a bank, broker or other financial intermediary (i.e., in “street name”) should follow the voting instruction card provided by such intermediary.
Any proxy may be revoked in the manner described in the “Voting Procedures — Changing your vote” section of the accompanying Proxy Statement.
It is important that you vote your shares. To ensure that your shares are voted, please follow the instructions on the proxy card to either complete and return the proxy card or vote by telephone or over the Internet. Mailing your proxy card or voting by telephone or over the Internet does not preclude you from changing your vote online duringin person at the 20222023 Annual Meeting
By Order of Shareholders.the HEI Board of Directors,
Kurt K. Murao
Executive Vice President, General Counsel,
Chief Administrative Officer and Corporate Secretary
March 24, 2023
| | | Important Notice Regarding the Internet Availability of Proxy Materials for the 20222023 Annual Meeting of Shareholders to be held on May 6, 2022
5, 2023 | | |
| | | The accompanying Proxy Statement, 20212022 Annual Report to Shareholders and 20212022 Annual Report on Form 10-K are available at www.hei.com | | |
By Order of the HEI Board of Directors,
Kurt K. Murao
Executive Vice President, General Counsel,
Chief Administrative Officer and Corporate Secretary
March 18, 2022
| | PageTable of Contents
| | | | |
Proxy Summary
This summary contains highlights about our Company and the upcoming 20222023 Annual Meeting. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully prior to voting.
VOTING MATTERS
| | Management Proposals | | | Board Vote Recommendation | | | Page | |
| | 1. Election of SevenTen Directors | | | FOR Each Nominee | | | ✔ FOR Each Nominee
| | | 7 | |
| | 2. Advisory Vote to Approve the Compensation of HEI’s Named Executive Officers | | | ✔ FOR
| | | 29 | |
| | 3. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | | | FOR Every One Year | | | 65 | |
| | 3. Ratification of Appointment of Independent Auditor for 20222023 | | | ✔ FOR
| | | 70 | |
The following table provides summary information about the seventen nominees for election to the Board of Directors (Board) of Hawaiian Electric Industries, Inc. (HEI or the Company). Additional information about all of HEI'sHEI’s directors, including these nominees, may be found beginning on page 2.8. | | Name | | | Age | | | Director Since | | | Primary Occupation | | | Independent | | | Committee
Membership | | | Other
Public
Boards | | Name | | Age | | Director
Since | | Primary Occupation | | Independent | | Committee
Membership | | Other Public
Boards | |
| | Celeste A. Connors | | | 46 | | | 2019 | | | Chief Executive Officer
Hawai‘i Local2030 Hub | | | ✔ | | | ARC | | | None | | Celeste A. Connors | | 47 | | 2019 | | Chief Executive Officer, Hawai‘i
Green Growth Local2030 Hub | | | | NCGC | | None | |
| | Richard J. Dahl | | | 70 | | | 2017 | | | Former Chairman, President
& Chief Executive Officer, James
Campbell Co., LLC | | | ✔ | | | CC (Chair), ARC, EC | | | Dine Brands Global, Inc. (Chair)
IDACORP
(Chair) | | Richard J. Dahl | | 71 | | 2017 | | Former Chairman, President &
Chief Executive Officer, James
Campbell Co., LLC | | | | CC (Chair),
ARC, EC | | Dine Brands
Global, Inc. (Chair) IDACORP (Chair) | |
| | Admiral Thomas B. Fargo | | | 73 | | | 2005 | | | President Fargo Associates, LLC | | | ✔ | | | CC, NCGC, EC | | | The Greenbrier Companies Matson, Inc. | | Admiral Thomas B. Fargo | | 74 | | 2005 | | President, Fargo Associates, LLC | | | | CC, NCGC, EC
(Chair) | | The Greenbrier
Companies Matson, Inc. | |
| | Elisia K. Flores | | | 37 | | | 2021 | | | Chief Executive Officer
& Vice Chair L&L Franchise Inc. | | | ✔ | | | None | | | None | | Elisia K. Flores | | 38 | | 2021 | | Chief Executive Officer & Vice Chair,
L&L Franchise Inc. | | | | ARC | | None | |
| | Micah A. Kāne | | | 53 | | | 2019 | | | President & Chief Executive Officer, Hawai‘i Community Foundation | | | ✔ | | | NCGC | | | None | | Peggy Y. Fowler | | 71 | | 2011 | | Former Chief Executive Officer,
Portland General Electric Company | | | | CC, NCGC
(Chair), EC | | Columbia Banking
System, Inc. | |
| | William James Scilacci, Jr. | | | 66 | | | 2019 | | | Former Executive Vice President
& Chief Financial Officer, Edison International | | | ✔ | | | ARC (Chair), EC | | | None | | Micah A. Kāne | | 54 | | 2019 | | President & Chief Executive Officer,
Hawai‘i Community Foundation | | | | CC, NCGC | | None | |
| | Scott W. H. Seu | | | 56 | | | 2022 | | | President & Chief Executive Officer
Hawaiian Electric Industries, Inc. | | | | | | EC | | | None | | Michael J. Kennedy | | 51 | | 2022 | | Former Chief Executive Officer,
Velo Labs | | | | None | | None | |
| | | Yoko Otani | | 68 | | 2023 | | Partner, Straterix | | | | ARC | | None | |
| | | William James Scilacci, Jr. | | 67 | | 2019 | | Former Executive Vice President & Chief
Financial Officer, Edison International | | | | ARC (Chair), EC | | None | |
| | | Scott W. H. Seu | | 57 | | 2022 | | President & Chief Executive Officer,
Hawaiian Electric Industries, Inc. | | | | EC | | None | |
ARC -— Audit & Risk Committee
CC -— Compensation & Human Capital Management Committee
EC -— Executive Committee
NCGC -— Nominating and Corporate Governance Committee
GOVERNANCE HIGHLIGHTS
HEI’s governance is guided by the principle that shareholder value for our Company is linked to the value we bring to the customers and communities we serve. Highlights of our governance for 2021 include:
| | BOARD OF DIRECTORS | | | | |
| | Independent Chair of the Board | | | YES | |
| | Number of independent directors | | | 9 of 101 | |
| | Independent Chairperson of the Board
| | | YES
| |
| Number of independent directors
| | | 8 of 9
| |
| Number of directors who are from diverse (non-caucasion)(non-Caucasian) ethnic backgrounds | | | 34 of 9101
| |
| | Number of directors who are women | | | 34 of 9101
| |
| | All Audit & Risk, Compensation & Human Capital Management and Nominating and Corporate Governance Committee members are independent | | | YES | |
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| | All directors attended at least 75% of meetings of the Board and Board committees on which they served in 20212022 (during the period that the director served as a director) | | | YES | |
| | Policy limitation on membership on other public company boards | | | YES | |
| | Annual Board and committee self-evaluations and periodic director self and peer review | | | YES | |
| | Directors required to submit resignation for Board consideration upon the end of their term after reaching age 75 or in the event of a significant change in their employment | | | YES | |
| | Share ownership and retention requirements for directors and executives | | | YES | |
1The size of the Board of Directors will decrease to 10 directors upon Mr. Russell's retirement effective after the 2023 Annual Meeting. The table above reflects Board composition after Mr. Russell’s retirement and assumes all other incumbent directors are elected.
*For additional information see page 22.
CURRENT DIRECTORs
| | Experience/Expertise | | | | | | YES
| |
* For additional details see pages 16CURRENT DIRECTOR
| | Celeste A. Connors | | | Independent | | | 4 | | | | | | | | | | | | Accounting![[MISSING IMAGE: tm2228839d2-ic_tickroundpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-036502/tm2228839d2-ic_tickroundpn.jpg) | | | | Legal & Risk
Management | | | | Corporate | | | | Governance | | | | | | | | | | | | | | | | | | | | | |
| | Richard J. Dahl | | | Independent | | | 6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Admiral Thomas
B. Fargo, USN | | | Independent
(Chair) | | | 18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Elisia K. Flores | | | Independent | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Peggy Y. Fowler | | | Independent | | | 12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | CelesteMicah A. ConnorsKāne
| | | Independent | | | 4 | | | | | | | | | | | | Independent | | | | 3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Michael J. Kennedy | | | Independent | | | <1 | | | | | | | | x | | | | | | | | | | | | | | | | x | | | | x | | | | | | | | x | | | | x | | | | | |
| | Yoko Otani | | | Independent | | | <1 | | | | | | | | x | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Richard J. DahlKeith P. Russell1
| | | Independent | | | 12 | | | | | | | | Independent | | | | | | | | | | | | | | | | 5 | | | | x | | | | | | | | x | | | | x | | | x
| | | | | | x
| | | x
| | | | | | x
| | | x
| | | x | |
| | William James Scilacci, Jr. | | | Independent | | | 4 | | | | Admiral Thomas B. Fargo, USN | | | | | | | | | | | | | | | | Independent (Chairman) | | | | 17 | | | | | | | | | | | | | | | | x | | | | | | | | | x
| | | | | | x
| | | x
| | | x
| | | x
| |
| | Scott W. H. Seu | | | CEO | | | 1 | | | | Elisia K. Flores | | | | | | | | Independent | | | | <1 | | | | | | | | | | | | x | | | | | | | | | | x
| | | x
| | | | | | x
| | | | | | | |
| Peggy Y. Fowler
| | | Independent
| | | 11
| | | x
| | | x
| | | | | | x
| | | x
| | | x
| | | x
| | | x
| | | x
| | | | | | x
| |
| Micah A. Kāne
| | | Independent
| | | 3
| | | | | | | | | x
| | | x
| | | | | | x
| | | | | | x
| | | | | | | | | | |
| Keith P. Russell
| | | Independent
| | | 11
| | | | | | x
| | | | | | | | | | | | x
| | | x
| | | | | | x
| | | x
| | | x
| |
| William James Scilacci, Jr.
| | | Independent
| | | 3
| | | x
| | | | | | | | | | | | x
| | | x
| | | | | | x
| | | x
| | | x
| | | | |
| Scott W. H. Seu
| | | CEO
| | | <1
| | | x
| | | | | | x
| | | x
| | | x
| | | x
| | | x
| | | x
| | | | | | | | | | |
1Mr. Russell is retiring from the Board, and will not be standing for reelection at the 2023 Annual Meeting.
The lack of a mark for a particular item does not mean that the director does not possess that experience or is unable to contribute to the decision-making process in that area. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent area of expertise that the director brings to the Board.
| | Race/Ethnicity* | | | | | | | | AsianNative Hawaiian or
Other Pacific Islander | | | | NativeHispanic or Latino Hawaiian or
Other Pacific
Islander
| | | | HispanicBlack or
African
American Latino
| | | | Black orWhite African
American
| | | | WhiteAmerican Indian or
Alaska Native | | | | AmericanFemale Indian or
Alaska Native
| | | Female
| | | | |
| | Celeste A. Connors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Richard J. Dahl | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | x
| | | | | | x
| | | | |
| | Admiral Thomas B. Fargo, USN | | | | | | | | | | | | | | | | | | | | Richard J. Dahl | | | | | | | | | | | | | | | | | | | | | x
| | | | | | | | | x | |
| | Elisia K. Flores | | | | Admiral Thomas B. Fargo, USN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Peggy Y. Fowler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | xMicah A. Kāne
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | x | |
| | Michael J. Kennedy | | | | | | | | | | | | | | | | | | | | Elisia K. Flores | | | x
| | | | | | | | | | | | x
| | | | | | | | | | | | x
| | | | |
| | Yoko Otani | | | | Peggy Y. Fowler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Keith P. Russell1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | x
| | | | | | x
| | | | |
| | William James Scilacci, Jr. | | | | | | | | | | | | | | | | | | | | Micah A. Kāne | | | | | | | | | | | | x
| | | | | | | | | | | | | | | | | | x | |
| | Scott W. H. Seu | | | | Keith P. Russell | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | x
| | | | | | | | | x
| |
| William James Scilacci, Jr.
| | | | | | | | | | | | | | | x
| | | | | | | | | x
| |
| Scott W. H. Seu
| | | x
| | | x
| | | | | | | | | | | | | | | | | | x | |
*
Based on directors'directors’ self-reported race/ethnicity.
1Mr. Russell is retiring from the Board, and will not be standing for reelection at the 2023 Annual Meeting.
HEI — A Catalyst for Hawai‘i’s Vibrant Future
At HEI our companies provide the energy and financial infrastructure that empowers much of the economic and community activity of our state.
Creating sustainable value for all of our stakeholders is what drives our ability to deliver sustainable, long-term value for shareholders. This principle is embedded in our core strategies:
Hawaiian Electric — Focused on achieving aggressive climate goals in a way that is affordable, reliable and resilient for our customers.
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American Savings Bank — Investing in Hawai‘i’s economic growth, fostering innovation and entrepreneurship to diversify and expand our economy, and advancing affordability and financial fitness.
Pacific Current — Advancing Hawai‘i’s sustainability goals through investment in clean energy, water, wastewater and agriculture.
Recent highlights include:
Hawaiian Electric
Delivered $8 million•
Recognizing the challenging macroeconomic backdrop in customer savings through efficiency and productivity measures
Supported2022, we found more ways to care for our customers facing financial challenges during the pandemic,in need of assistance, including through $2 million bill credit program, extended and deferredby extending payment plans, waiving late fees for customers on payment plans and raising the threshold for disconnections
•
Continued to progress our clean energy transition by facilitating customerexecuting on key elements of our Climate Change Action Plan, which seeks to reduce greenhouse gas (GHG) emissions from power generation by 70% by 2030 (from 2005 baseline levels) and achieve net zero carbon emissions by 2045. In 2022 we:
◦
ended the use of government assistancecoal in our state with the retirement of Hawai‘i’s last coal power plant
• | Announced goals to reduce carbon emissions from power generation3 70% by 2030 compared to 2005 and achieve or exceed carbon neutrality by 2045
|
Achieved 38.4%
◦
integrated Oahu’s first utility-scale solar-plus-storage project to our grid
◦
continued to expand our procurement of renewable generation, laying the groundwork for our recently-launched Stage 3 request for proposals seeking 1,715 GWh of variable renewable dispatchable energy annually
◦
selected seven solar projects on O‘ahu, Hawai‘i Island and Maui to be the first on each island to offer community-based renewable energy for customers who meet low-and moderate-income levels and are unable to install privately owned rooftop solar
◦
launched the “Charge Up Commercial” pilot program to help non-residential customers reduce the upfront investment and complexity of installing EV charging stations
◦
continued to recognize the important role that customer-owned generation plays in helping our state reach its aggressive clean energy targets by progressing our Battery Bonus program, which saw a 300% increase in applications on O‘ahu during the year. We also launched the program on Maui in June
•
Our efforts to increase renewable energy and reduce GHG emissions enabled us to achieve a renewable portfolio standard (RPS) of 32% in 2021, exceeding our state's 2021 mandate of 30%2022, using a new calculation signed into law during the year. Under the old formula, the RPS for 2022 would have been 39%, up from 38% in 2021.1
Among the nation’s leaders in rooftop solar integration, with 21% of residential customers and 37% of O‘ahu single family homes now with rooftop solar
Reached 1 gigawatt of total solar capacity, a major milestone considering total system peak load of approximately 1.6 gigawatt
Successfully transitioned to the new performance-based regulation framework on June 1, 2021. The new framework was developed in collaboration with stakeholders and is designed to provide value for customers and opportunities for the Utility as we continue one of the nation’s most ambitious energy transformations
American Savings Bank
Delivered solid profitability•
Continued to perform very well through 2022, demonstrating the value of our conservative management approach, good credit quality and low-cost funding base
•
Achieved the strongest loan growth in over a decade, at 15%, while acceleratingmaintaining conservative lending practices
•
Progressed key priorities of our digital transformation, including by implementing Zelle, which provides customers with a secure, fast and convenient way to meet customers' needs as they rapidly adopted onlinesend money digitally to friends and other self-service optionsfamily
Opened four
•
Originated 270 new digital centers, the first ofClean Energy Loans totaling over $12 million, allowing homeowners to purchase and install their kind in Hawai‘i, combining the easeown photovoltaic systems, solar water heaters, solar air conditioning and convenience of digital banking technologybattery backup and the expertise of our warm and friendly bankersstorage
Achieved strong deposit and earning asset growth, up 10.6% and 11.4%, respectively
Matched 2020's record mortgage production of $1.2 billion
Supported small businesses, their employees and overall economy through the deployment of more than $550 million of Paycheck Protection Program funding since 2020
Continued to help our restaurant and food supply industries, which represent an important part of our state's economy and workforce, by again leading a statewide holiday restaurant card program
Received continued recognition for having an excellent workplace culture; including being selected as one of American Banker’s Best Banks to Work For and being listed as one of Hawai‘i Business Magazine's Best Places to Work for the thirteenth year in a row
Pacific Current
Continued to evaluate additional opportunities to grow its portfolio of sustainable infrastructure facilities
Increased deployment of EverCharge electric vehicle charging systems to accelerate electrification of transportation in Hawai‘i
Made first investment in water sector with investment in small water-energy purchase agreement project
Delivering Long-term Shareholder Value
| 2021 | | | $246M | | | $2.25 | | | 10.4% | | | |
| 2020 | | | $198M | | | $1.81 | | | 8.6% | | | |
| 2019 | | | $218M | | | $1.99 | | | 9.8% | | | |
| | | | | Net Income | | | Diluted Earnings per Share (EPS) | | | Return on Average Common Equity | |
| | 2022 | | | | $ | 241M | | | | | $ | 2.20 | | | | | | 10.5% | | |
| | 2021 | | | | $ | 246M | | | | | $ | 2.25 | | | | | | 10.4% | | |
| | 2020 | | | | $ | 198M | | | | | $ | 1.81 | | | | | | 8.6% | | |
| | | | | Total Shareholder Return (%) | |
| | | | | HEI | | | S&P 500 Index | | | Edison Electric
Institute Index | | | KBW Regional
Banking Index | |
| | 2022 | | | | | 4.3% | | | | | | (18.1)% | | | | | | 1.2% | | | | | | (6.9)% | | |
| | 3-year | | | | | (1.2)% | | | | | | 24.8% | | | | | | 17.1% | | | | | | 16.1% | | |
| | 5-year | | | | | 36.8% | | | | | | 56.9% | | | | | | 52.7% | | | | | | 18.6% | | |
| | 10-year | | | | | 143.4% | | | | | | 226.5% | | | | | | 180.5% | | | | | | 167.2% | | |
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| 2021 | | | 21.3% | | | 28.7% | | | 17.1% | | | 36.6% | |
| 3-year | | | 24.9% | | | 100.4% | | | 45.6% | | | 54.4% | |
| 5-year | | | 48.7% | | | 133.4% | | | 68.6% | | | 29.7% | |
| 10-year | | | 132.3% | | | 362.6% | | | 183.0% | | | 225.2% | |
Source: S&P Global Inc.
2022 Financial Highlights
•
Solid financial performance from across the Company reflects the continued strategic benefits of HEI’s combination of companies, which earned $241 million in net income and Edison Electric Institute
2021 Financial Highlights
24% consolidated diluted earnings per share growth driven by solid performance at the Utility and Bank
○ | Utility earnings reflect focus on cost efficiency and customer savings |
○ | Bank results bolstered by significant negative provision, reflecting meaningful credit quality and economic improvement over prior year |
Strengthened consolidated return on equity
8.3% five-year total return (CAGR%)$2.20 in EPS for the period ending December 31, 2021full year
Continuation of uninterrupted dividends since 1901
Increased quarterly dividend by approximately 3% for fourth consecutive year as a result of continued solid◦
Hawaiian Electric delivered good financial performance under first full year of Performance Based Regulation, delivering earnings growth of 6% despite historically high inflation, fuel prices and confidence in our future prospectsinterest rates, as well as global supply chain challenges
◦
Strong profitability and execution from American Savings Bank, which executed on market opportunities to grow loans at historically high levels and grow net interest income by 7%
Robust Sustainability Focus
ESG considerations are embedded in our governance structures, strategies, risk management and reporting. Our efforts include:
•
Board oversight of relevant ESG matters is integrated into existing governance structures, including full Board review of material ESG-related strategies, Audit & Risk Committee oversight of material ESG risks, Compensation & Human Capital Management Committee responsibility for ESG-related compensation and human capital management matters and Nominating and Corporate Governance Committee responsibility for ensuring an appropriate Board governance framework for material ESG matters
Robust
•
We have robust ESG expertise among our Board members, including directors with direct experience in renewable energy, climate change policy and strategy, environmental management and corporate governance
•
ESG goals, including GHG emissions reduction targets, are part of our executive our compensation program
•
ESG considerations explicitlyare woven into our strategic planning and enterprise risk management processes.
Published second consolidated
•
We continue to enhance our sustainability disclosures to serve the needs of shareholders, customers and other stakeholders. In 2022 we published our first enterprise-wide greenhouse gas emissions inventory, and we're continuing to expand that reporting this year. Our annual HEI ESGenterprise sustainability report in 2021, including Sustainability Accounting Standards Board metrics, firstincludes our Task Force on Climate-related Financial DisclosureDisclosures (TCFD)-aligned reporting and first ESG priorities assessmentSustainability Accounting Standards Board (SASB)-aligned data for HEI's utility and bank subsidiaries
1
The new calculation determines RPS as the percentage of electricity generated by renewable resources. Using this calculation, the 32% for 2022 represents no change in RPS from 2021. The previous RPS calculation reflected the renewable percentage of electricity sold.
EXECUTIVE COMPENSATION HIGHLIGHTS -— PAYING FOR PERFORMANCE
Incentivizing Value Creation
The compensation program for our named executive officers is designed to focus executives on actions that create value for our customers, employees, communities and shareholders. For HEI and Utility management, safety, reliability, customer satisfaction and advancing our Utility’s transformation to increased renewable energy have been key goals of annual performance-based compensation for some time. Because of the strategic importance of achieving our decarbonization goals, for 20212022 the Board tied 20% of HEI and Utility executives'executives’ long-term performance-based compensation to achievement of renewable portfolio goalscarbon emissions reductions and 5%10% of Hawaiian Electric's 2021Electric’s 2022 annual performance-based executive compensation to growth of electric vehicle kWh sales and other related revenue.decarbonization.
Emphasis on Long-term and Performance-Based Compensation
Executive compensation is composed of four primary elements: base salary, performance-based annual incentives, performance-based long-term incentives earned over three years, and restricted stock units vesting in equal annual installments over three years (beginning with grants made in 2021).years. We emphasize variable pay over fixed pay, with the
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majority of the total compensation opportunities for each named executive officer linked to the Company’s financial, market and operational results. The compensation program also balances the importance of achieving long-term strategic objectives and critical short-term goals that are linked to long-term objectives.
Pay Aligned with Company Performance
Under our pay-for-performance design, incentive payouts to named executive officers are aligned with results. The following graphs show the performance-based payouts to the HEI Chief Executive Officer (CEO) over the past several years in relation to (i) net income and (ii) total shareholder return (TSR) relative to the Edison Electric Institute (EEI) Index (Relative TSR). HEI CEO annual incentive pay is linked to HEI’s adjusted annual net income, as well as subsidiary performance. Long-term performance-based equity compensation over the respective three-year periods tracked our Relative TSR results.
COMPENSATION & HUMAN CAPITAL MANAGEMENT COMMITTEE DECISION-MAKING
The Compensation & Human Capital Management Committee, all the members of which are independent, establishes pay programs and reviews performance results to ensure that executive officer compensation aligns with shareholder interests. In addition, the Compensation & Human Capital Management Committee is advised by an independent compensation consultant with respect to the design of the plans, performance results and reasonableness of pay decisions and appropriateness or reasonableness of compensation adjustments.
The Compensation & Human Capital Management Committee believes that the Company'sCompany’s executive officer compensation program reflects favorably on the Company’s pay-for-performance objective, is aligned with shareholder interests and compares well to the Company’s peers.
| | | OUR EXECUTIVE COMPENSATION PROGRAM INCORPORATES BEST PRACTICES: | | |
| | | ✔ | | | Majority of target compensation opportunity tied to performance | |
| | ✔ | | | Rigorous performance goals are aligned with business strategy
| |
| ✔
| | | Stock ownership and retention requirements apply to named executive officers
| |
| ✔
| | | Clawback policy for performance-based pay
| |
| ✔
| | | “Double trigger” change-in-control agreements
| |
| ✔
| | | No tax gross ups (except for executive death benefit frozen in 2009) | | |
| | | ✔ | | | Rigorous performance goals are aligned with business strategy | | | | | | No employment contracts | | |
| | | ✔ | | | Stock ownership and retention requirements apply to named executive officers | | | | | | Minimal perquisites | | |
| | | ✔ | | | Clawback policy for performance-based pay | | | | | | Prohibition against hedging and pledging of HEI stock | | |
| | | ✔ | | | “Double trigger” change-in-control agreements | | | | | | No dividends or dividend equivalents paid on unearned performance shares | | |
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| | | PROPOSAL NO. 1: ELECTION OF SEVEN DIRECTORS
|
PROPOSAL NO.Proposal No. 1:
ELECTION OF SEVEN DIRECTORSElection of Ten Directors
Proposal No. 1: Election of Ten Directors
In accordance with HEI’s Amended and Restated Bylaws (Bylaws), the Board has fixed the size of the Board at 9ten directors effective at the 20222023 Annual Meeting, which historically was divided into three classes with staggered terms. The division of the directors into classes with staggered terms began a phased termination process at the 2021 Annual Meeting, with all classes terminatinghaving been eliminated entirely at the 2023 annual meeting of shareholders. The Board proposes that the following nominees be elected at the 20222023 Annual Meeting: Seven directors to serve until the 2023 Annual Meeting, or until his or her respective successor shall be duly elected and qualified:
|
Ten directors to serve until the 2024 Annual Meeting, or until his or her respective successor shall be duly elected and qualified: Thomas B. Fargo, Chairman
Celeste A. Connors
Richard J. Dahl
Elisia K. Flores
Micah A. Kāne
William James Scilacci, Jr.
Scott W. H. Seu
|
Messrs. Dahl, Fargo, KāChair
Celeste A. Connors
Richard J. Dahl
Elisia K. Flores
Peggy Y. Fowler
Micah A. Kāne
Michael J. Kennedy
Yoko Otani
William James Scilacci, andJr.
Scott W. H. Seu and Mss. Connors and Flores
All of the director nominees are all incumbent directors of HEI. Pursuant to amendments to the Company’s Amended and Restated Articles of Incorporation to declassify the Board of Directors adopted at the 2020 Annual Meeting of Shareholders, directors elected at the 20222023 Annual Meeting of Shareholders will serve a one-year term expiring in 2023.
2024. The Board has determined that Messrs. Dahl, Fargo, Kāne and Scilacci, and Mss. Connors and Floresall director nominees except Mr. Seu are independent under the applicable standards for director independence, as discussed below under “Board of Directors — Independent Directors.” Messrs. Dahl, Fargo, Kāne, Scilacci and Seu, and Mss. Connors and FloresAll director nominees have each consented to serve a one-year term expiring at the 20232024 Annual Meeting if elected. If a nominee is unable to stand for election at the time of the 20222023 Annual Meeting, the proxy holders listed in the proxy card may vote in their discretion for a suitable substitute.
Information regarding the business experience and certain other directorships for each director nominee
and continuing directors is provided beginning on page
2 below, together with a description of the experience, qualifications, attributes and skills that led to the Board’s conclusion at the time of this Proxy Statement that each of the nominees and continuing directors should serve on the Board in light of HEI’s current business and structure.
| | | ✓ FOR | | | The Board recommends that you vote FOR each nominee listed above to serve as a Director. | | |
Director Nominees for Election
Director Nominees for Election
DIRECTOR NOMINEES FOR ELECTION
| | | |
| | | DIRECTOR NOMINEES FOR ELECTION |
| | |
|
| | | | | | Celeste A. Connors
Independent Director
Audit & Risk Committee Member
| | | | Age: 46
Independent Director Since: 2019
Principal Occupation: Chief Executive Officer,
Hawai‘i Local2030 Hub (since 2021)
|
| | | Ms. Connors is a recognized leader in climate risk and environmental sustainability with over two decades of experience shaping economic development and energy policy.
As CEO of the Hawai‘i Local2030 Hub, an internationally recognized center of excellence, Ms. Connors is leading strategies to scale policy, technology, and financial solutions to build community resilience. As the Executive Director of Hawai‘i Green Growth (2015-2021), a Hawai‘i-based network of over 150 members, Ms. Connors convened business, government and non-profit stakeholders to catalyze action on Hawai‘i’s 2030 sustainability goals and deliver long-term value to all. She has extensive experience in resilient infrastructure project development, management and finance as the co-founder and CEO of c.dots development.
Ms. Connors is a climate risk and national security expert with significant government, regulatory and policy experience from serving at the White House National Security Council (2008-2012) as the Director for Climate and Environment managing policy across all US federal agencies. In this role, she was also part of the National Economic Council where she led green growth and economic development strategies, supporting the 2009 APEC Summit and the UN Framework Convention on Climate Change (UNFCCC) negotiations. Ms. Connors advised the President, Vice President, Cabinet members and other government leaders on environment and sustainable development strategy. She is also a foreign policy expert having served overseas as a diplomat with the U.S. Department of State.
Raised in Hawai‘i, Ms. Connors has a proven track record of working to achieve Hawai‘i’s energy and sustainability goals, which adds significant value to HEI’s efforts to accelerate a sustainable future for Hawai‘i.
PROFESSIONAL EXPERIENCE
Executive Director of Hawai‘i Green Growth (network based organization focused on achieving Hawai‘i’s 2030 climate, energy and environmental sustainability goals (2015-2021)
Visiting Scholar and Associate Practitioner in Residence (Energy, Resources and Environment Program), Johns Hopkins University (2012-2019)
Chief Executive Officer and Co-Founder, c.dots development (builds partnerships to deliver resilient infrastructure (since 2012)
Director (Environment and Climate Change), National Security Council,
White House (2008-2012)
Diplomat, U.S. Department of State (2000-2012)
Foreign Policy Advisor (Office of the Mayor), City of New York (1999- 2000)
OTHER POSITIONS
Affiliate Faculty, University of Hawai‘i, Hawai‘i Natural Energy Institute (HNEI) (since 2021)
Advisory Board, U.S. Department of Defense, INDOPACOM, Climate Change Impact (CCI) Program (since 2021)
Adjunct Senior Fellow, East West Center (education and research organization established by the U.S. Congress in 1960 to strengthen relations between Asia, the Pacific, and the United States) (since 2020)
North America Regional Facilitator, United Nations Environment Programme (UNEP) (since 2020)
| | | | EDUCATION
Master of Science (MSc), Development
Studies, University of London, School of
Oriental and African Studies (SOAS)
Bachelor of Arts, International
Relations, Tufts University
|
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| | | DIRECTOR NOMINEES FOR ELECTION
|
| | | |
| | |
|
| | | | | | Richard J. Dahl
Compensation & Human Capital Management
Committee Chair
Executive Committee Member
Audit & Risk Committee Member
| | | | Age: 70
Independent Director Since: 2017
Principal Occupation: Former Chairman,
President, and Chief Executive Officer, James
Campbell Company LLC (2010-2016)
|
| | | Mr. Dahl has significant leadership, strategy, audit and risk management expertise. He has in-depth experience in corporate transformation and restructuring and in driving improved corporate governance and shareholder engagement. His experiences working in Hawai‘i and on the U.S. mainland, and in banking and the electric utility industry, bring valuable perspective to the Board.
He brings with him to the Board in-depth understanding of the two industries in which HEI operates from his senior executive roles at Bank of Hawai‘i Corporation and his current service as chairman of IDACORP, Inc. and its principal subsidiary, Idaho Power Company.
He is an audit, risk management and financial expert from his former chairmanship of the IDACORP, Inc. audit committee, membership on the Dine Brands Global, Inc. audit committee, previous work experience with accounting firm Ernst & Young, and prior licensure as a Certified Public Accountant and Certified Bank Auditor.
Under Mr. Dahl’s leadership, Dole Food Company invested in a number of sustainability initiatives that secured external recognition. Dole was named one of the World’s Most Ethical Companies by Ethisphere Magazine and undertook a carbon offset program to secure a carbon neutral operating footprint.
PROFESSIONAL EXPERIENCE
Interim Chief Executive Officer, Dine Brands Global, Inc. (formerly known as DineEquity) (March 2017 - September 2017) (franchiser of over 3000 Applebee’s and IHOP restaurants)
Non-Executive Chairman, James Campbell Company, LLC (privately held real estate investment and development company) (2016-2019), Executive Chair, President and CEO (2010-2016)
President and Chief Operating Officer (2004-2007) and Chief Finance Officer (2002-2004), Dole Food Company
President and Chief Operating Officer, Bank of Hawai‘i Corporation
(1981-2002)
Ernst & Young (1973-1981)
PUBLIC COMPANY BOARDS
Dine Brands Global, Inc. (formerly known as DineEquity) (since 2004);
Non-Executive Chairman (since 2017)
IDACORP (since 2008) (currently decommissioning/divesting ownership of its coal plants), Chairman (since May 2019)
PAST PUBLIC COMPANY BOARDS
Non-Executive Chairman, International Rectifier Corporation
(2008-2015) (leading manufacturer and distributor of power management semi-conductors and researcher in battery storage)
OTHER POSITIONS
Director, Hawaiian Electric Company, Inc. (HEI subsidiary) (2017-2019)
| | | | EDUCATION
Bachelor of Science, University of Idaho
|
TABLE OF CONTENTS
DIRECTOR NOMINEES FOR ELECTION
| | | |
| | | |
| | |
|
| | | | | | Admiral Thomas B.
Fargo, USN (Retired)
| |
| | Independent Director
Chairman
Chair of the Board
Executive Committee Chair
Compensation & Human Capital
Management Committee Member
Nominating and Corporate Governance
Committee Member
| |
| | Age: 74 Independent Director Since: 2005 Principal Occupation: President, Fargo Associates, LLC | |
| | EXPERTISE | |
| | | | | CRITICAL CUSTOMERS | |
| | | | | RISK MANAGEMENT | |
| | | | | CORPORATE GOVERNANCE | |
| | | | | LEADERSHIP | |
| | | | | STRATEGIC PLANNING | |
| | | | | FINANCE AND ACCOUNTING | |
EDUCATION
Bachelor of Science, United States Naval Academy
Executive and Business Training —
Harvard University; Stanford University
In addition to extensive leadership expertise, Admiral Fargo brings to the Board deep knowledge of the U.S. military, a major customer of HEI’s electric utility subsidiary and a key driver of Hawai‘i’s economy. Admiral Fargo served as Commander of the U.S. Pacific Command, and in that post, he was responsible for the security of nearly 52% of the world’s surface.
He has top level management, strategic planning, and financial and non- financial risk assessment skills developed over 40 years of leading nine diverse organizations ranging in size from 130 to 300,000 people and managing budgets up to $8 billion.
He has extensive corporate governance experience including audit, compensation and governance committees, from service on several private and public company boards, including as chairman of Huntington Ingalls Industries.
PROFESSIONAL EXPERIENCE
Owner, Fargo Associates LLC (since 2005) (defense and homeland/national security consultancy)
Commander of the U.S. Pacific Command (retired)
PUBLIC COMPANY BOARDS
The Greenbrier Companies (since 2015), Lead Independent Director (2021-2022), Chairman (since September 2022) (rail manufacturing & licensing services)
Matson Inc. (since 2012) (transportation & logistics)
PAST PUBLIC COMPANY BOARDS
Huntington Ingalls Industries, Chairman (2011-2020) (military shipbuilder)
Northrop Grumman Corporation (2008-2011)
Hawaiian Holdings, Inc. (2005-2008) (Hawaiian Airlines holding company)
Alexander & Baldwin (2011-2012)
OTHER POSITIONS
Director, United Services Automotive Association (2006-2021), Chairman
(2019-2021)
Advisory Board Member, National Bureau of Asian Research (since 2005)
Director, AtHoc (until 2016)
Director, GTA Teleguam (until 2017)
Senior Advisor, SKAI Ventures (2005-2009)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2005-2016)
Director, American Savings Bank (HEI Subsidiary) (since 2022)
Director Nominees for Election
| | | | | Celeste A. Connors | |
| | Independent Director Nominating and Corporate Governance
Committee Member | |
| | Age: 47 Independent Director Since: 2019 Principal Occupation: Chief Executive Officer, Hawai‘i Green Growth Local2030 Hub (since 2021) | |
| | EXPERTISE | |
| | | | | ENERGY, UTILITIES | |
| | | | | COMMUNITY RELATIONS | |
| | | | | GOVERNMENT AND REGULATIONS | |
| | | | | LEADERSHIP | |
| | | | | ENTREPRENEURSHIP | |
| | | | | EXECUTIVE MANAGEMENT | |
| | | | | RISK MANAGEMENT | |
| | | | | CLIMATE RISK | |
EDUCATION
Master of Science (MSc), Development Studies, University of London, School of Oriental and African Studies (SOAS)
Bachelor of Arts, International Relations, Tufts University
Ms. Connors is a recognized leader in climate risk, related mitigation strategies and environmental sustainability with over two decades of experience shaping economic development and energy policy.
As CEO of the Hawai‘i Green Growth Local2030 Hub, an internationally recognized center of excellence, Ms. Connors is leading strategies to scale policy, technology, and financial solutions to build community resilience. As the Executive Director of Hawai‘i Green Growth (2015-2021), a Hawai‘i-based network of over 150 members, Ms. Connors convened business, government and non-profit stakeholders to catalyze action on Hawai‘i’s 2030 sustainability goals and deliver long-term value to all. She has extensive experience in resilient infrastructure project development, management and finance as the co- founder and CEO of c.dots development.
Ms. Connors is a climate risk and national security expert with significant government, regulatory and policy experience from serving at the White House National Security Council (2008-2012) as the Director for Climate and Environment managing policy across all US federal agencies. In this role, she was also part of the National Economic Council where she led green growth and economic development strategies, supporting the 2009 APEC Summit and the UN Framework Convention on Climate Change (UNFCCC) negotiations. Ms. Connors advised the President, Vice President, Cabinet members and other government leaders on environment and sustainable development strategy. She is also a foreign policy expert having served overseas as a diplomat with the U.S. Department of State.
Raised in Hawai‘i, Ms. Connors has a proven track record of working to achieve Hawai‘i’s energy and sustainability goals, which adds significant value to HEI’s efforts to accelerate a sustainable future for Hawai‘i.
PROFESSIONAL EXPERIENCE
Executive Director of Hawai‘i Green Growth (network based organization focused on achieving Hawai‘i’s 2030 climate, energy and environmental sustainability goals (2015-2021)
Visiting Scholar and Associate Practitioner in Residence (Energy, Resources and Environment Program), Johns Hopkins University (2012-2019)
Chief Executive Officer and Co-Founder, c.dots development (builds partnerships to deliver resilient infrastructure (since 2012)
Director (Environment and Climate Change), National Security Council, White House (2008-2012)
Diplomat, U.S. Department of State (2000-2012)
Foreign Policy Advisor (Office of the Mayor), City of New York (1999-2000)
OTHER POSITIONS
Affiliate Faculty, University of Hawai‘i, Hawai‘i Natural Energy Institute (HNEI) (since 2021)
Advisory Board, U.S. Department of Defense, INDOPACOM, Climate Change Impact (CCI) Program (since 2021)
Adjunct Senior Fellow, East West Center (education and research organization established by the U.S. Congress in 1960 to strengthen relations between Asia, the Pacific, and the United States) (since 2020)
North America Regional Facilitator, United Nations Environment Programme (UNEP) (since 2020)
Director, American Savings Bank (HEI Subsidiary) (since 2022)
Director Nominees for Election
| | | | | Richard J. Dahl | |
| | Independent Director
Executive Committee Member
Compensation & Human Capital Management
Committee Chair
Audit & Risk Committee Member | |
| | Age: 71 Independent Director Since: 2017 Principal Occupation: Former Chairman, President, and Chief Executive Officer, James Campbell Company LLC (2010-2016) | |
| | EXPERTISE | |
| | | | | STRATEGIC & CORPORATE
MANAGEMENT | |
| | | | | CORPORATE TRANSFORMATION | |
| | | | | FINANCE AND ACCOUNTING | |
| | | | | CORPORATE GOVERNANCE | |
| | | | | BANKING | |
| | | | | ENERGY, UTILITIES | |
| | | | | LEADERSHIP | |
| | | | | RISK MANAGEMENT | |
| | | | | AUDIT | |
EDUCATION
Bachelor of Science, University of Idaho
Mr. Dahl has significant leadership, strategy, audit and risk management expertise. He has in-depth experience in corporate transformation and restructuring and in driving improved corporate governance and shareholder engagement. His experiences working in Hawai‘i and on the U.S. mainland, and in banking and the electric utility industry, bring valuable perspective to the Board.
He brings with him to the Board in-depth understanding of the two industries in which HEI operates from his senior executive roles at Bank of Hawai‘i Corporation and his current service as chairman of IDACORP, Inc. and its principal subsidiary, Idaho Power Company.
He is an audit, risk management and financial expert from his former chairmanship of the IDACORP, Inc. audit committee, membership on the Dine Brands Global, Inc. audit committee, previous work experience with accounting firm Ernst & Young, and prior licensure as a Certified Public Accountant and Certified Bank Auditor.
Under Mr. Dahl’s leadership, Dole Food Company invested in a number of sustainability initiatives that secured external recognition. Dole was named one of the World’s Most Ethical Companies by Ethisphere Magazine and undertook a carbon offset program to secure a carbon neutral operating footprint.
PROFESSIONAL EXPERIENCE
Interim Chief Executive Officer, Dine Brands Global, Inc. (formerly known as DineEquity) (March 2017 – September 2017) (franchiser of over 3000 Applebee’s and IHOP restaurants)
Non-Executive Chairman, James Campbell Company, LLC (privately held real estate investment and development company) (2016-2019), Executive Chair, President and CEO (2010-2016)
President and Chief Operating Officer (2004-2007) and Chief Finance Officer (2002-2004), Dole Food Company
President and Chief Operating Officer, Bank of Hawai‘i Corporation (1981-2002)
Ernst & Young (1973-1981)
PUBLIC COMPANY BOARDS
Dine Brands Global, Inc. (formerly known as DineEquity) (since 2004); Non-Executive Chairman (since March 2017)
IDACORP (since 2008) (currently decommissioning/divesting ownership of its coal plants), Chairman (since May 2019)
PAST PUBLIC COMPANY BOARDS
Non-Executive Chairman, International Rectifier Corporation (2008-2015) (leading manufacturer and distributor of power management semi-conductors and researcher in battery storage)
OTHER POSITIONS
Director, Hawaiian Electric Company, Inc. (HEI subsidiary) (2017-2019)
Director, American Savings Bank, (HEI Subsidiary) (since 2022)
Director Nominees for Election
| | | | | Elisia K. Flores | |
| | Independent Director
Audit & Risk Committee Member
ASB Audit Committee Chair | |
| | Age: 73
38 Independent Director Since: 2005
2021 Principal Occupation: President,
Fargo Associates, LLC
|
| | | In addition to extensive leadership expertise, Admiral Fargo brings to the Board deep knowledge of the U.S. military, a major customer of HEI’s electric utility subsidiary and a key driver of Hawai‘i’s economy. Admiral Fargo served as Commander of the U.S. Pacific Command, and in that post, he was responsible for the security of nearly 52% of the world’s surface.
He has top level management, strategic planning, and financial and non-financial risk assessment skills developed over 40 years of leading nine diverse organizations ranging in size from 130 to 300,000 people and managing budgets up to $8 billion.
He has extensive corporate governance experience including audit, compensation and governance committees, from service on several private and public company boards, including as chairman of Huntington Ingalls Industries.
PROFESSIONAL EXPERIENCE
Owner, Fargo Associates LLC (since 2005) (defense and homeland/national security consultancy)
Commander of the U.S. Pacific Command (retired)
PUBLIC COMPANY BOARDS
The Greenbrier Companies (since 2015), Lead Independent Director since 2021) (rail manufacturing & licensing services)
Matson Inc. (since 2012) (transportation & logistics)
PAST PUBLIC COMPANY BOARDS
Huntington Ingalls Industries, Chairman (2011-2020) (military shipbuilder)
Northrop Grumman Corporation (2008-2011)
Hawaiian Holdings, Inc. (2005-2008) (Hawaiian Airlines holding company)
Alexander & Baldwin (2011-2012)
OTHER POSITIONS
Director, United Services Automotive Association (2006-2021),
Chairman (2019-2021)
Advisory Board Member, National Bureau of Asian Research (since 2005)
Director, AtHoc (until 2016)
Director, GTA Teleguam (until 2017)
Senior Advisor, SKAI Ventures (2005-2019)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2005-2016)
| | | | EDUCATION
Bachelor of Science, United States
Naval Academy
Executive and Business Training —
Harvard University; Stanford University
|
TABLE OF CONTENTS
| | | DIRECTOR NOMINEES FOR ELECTION
|
| | | |
| | |
|
| | | | | | Elisia K. Flores
Independent Director
ASB Audit Committee Chair
| | | | Age: 37
Independent Director Since: 2021
Principal Occupation: Chief Executive
Officer & Vice Chair, L&L Franchise, Inc.
(since (since 2019)
| |
| | EXPERTISE | |
| | | | | FINANCE AND ACCOUNTING | |
| | | | | AUDIT | |
| | | | | FINANCIAL OVERSIGHT | |
| | | | | LEADERSHIP | |
| | | | | STRATEGIC PLANNING | |
| | | | | STRATEGIC & OPERATIONAL
MANAGEMENT | |
| | | | | EXECUTIVE MANAGEMENT | |
EDUCATION
Bachelor of Science, University of Southern California, Marshall School of Business
Executive Master of Business Administration, University of California Los Angeles, Anderson School of Management
Ms. Flores is a recognized business leader. She has executive leadership, strategic planning and financial oversight experience from serving as CEO and CFO of L&L Franchise, a national franchisor, which has 210 restaurants across the country and in Japan. As CEO she is responsible for setting the strategic vision of the company and driving new growth initiatives. She has been instrumental in developing key partnerships to expand the L&L brand, strengthening the brand across markets and implementing national revenue generating programs for the franchises.
Ms. Flores has notable financial and corporate audit experience from serving as Senior Finance Manager and Corporate Auditor at General Electric Company where she received the 2010 Contemporary Leadership Award. She also has financial oversight and board leadership experience as Chair of the ASB Audit Committee since 2019.
Ms. Flores’ business acumen and innovation make her a valuable addition to the Board. She was named Business Leader of the Year by Pacific Business News in 2020 and 2021. Her knowledge and sensitivities to Hawai‘i’s unique business and government environment also provide significant value.
PROFESSIONAL EXPERIENCE
Chief Financial Officer, L&L Franchise, Inc. (2014 to July 2019)
Senior Finance Manager, General Electric Company, Energy Sector (2010-2014)
Corporate Auditor, General Electric Company, Corporate Sector (2008-2010)
OTHER POSITIONS
Director (since 2019), Chairman of the Finance Committee (since 2021), Hawai‘i Pacific Health (one of Hawai‘i’s largest health care systems, with a network of four hospitals, nearly 25 outpatient centers and 1,100-plus physicians on four islands)
Director, American Savings Bank (HEI Subsidiary) (since 2018)
Director Nominees for Election
| | | | | Ms. Flores is a recognized business leader. She has executive leadership, strategic planning and financial oversight experience from serving as CEO and CFO of L&L Franchise, a national franchisor, which has 210 restaurants across the country and in Japan. As CEO she is responsible for setting the strategic vision of the company and driving new growth initiatives. She has been instrumental in developing key partnerships to expand the L&L brand, strengthening the brand across markets and implementing national revenue generating programs for the franchises.
Peggy Y. Fowler
| |
| | Independent Director Ms. Flores has notable financial and corporate audit experience from serving as Senior Finance ManagerExecutive Committee Member
Nominating and Corporate Auditor atGovernance
Committee Chair Compensation & Human Capital Management
Committee Member | |
| | Age: 71 Independent Director Since: 2011 Principal Occupation: Former Chief
Executive Officer, Portland General Electric Company where she received the 2010 Contemporary Leadership Award. She also has financial oversight and board leadership experience as Chair of the ASB Audit Committee since 2019.
(PGE) (2000-2009) | |
Ms. Flores’ business acumen and innovation make her a valuable addition to the Board. She was named Business Leader of the Year by Pacific Business News in 2020 and 2021. Her knowledge and sensitivities to Hawai‘i’s unique business and government environment also provide significant value.| | EXPERTISE | |
| | | | | LEADERSHIP | |
| | | | | ENERGY, UTILITIES | |
| | | | | RENEWABLES | |
| | | | | ENVIRONMENTAL MANAGEMENT | |
| | | | | CORPORATE GOVERNANCE | |
| | | | | FINANCIAL OVERSIGHT | |
| | | | | REGULATORY COMPLIANCE | |
| | | | | FINANCE AND ACCOUNTING | |
EDUCATION
Public Utility Executive Program, University of Idaho and University of Michigan
Bachelor of Science, Chemistry and Bachelor of Science, Math, George Fox University
With experience as Chief Executive Officer of a NYSE-listed public utility company, and as director for the Portland Branch of the Federal Reserve Bank of San Francisco and Columbia Banking System, Inc. (a publicly traded bank holding company), Ms. Fowler brings a unique combination of utility and banking knowledge to the Board.
Ms. Fowler was recognized as Oregon’s Most Admired CEO in a 2005 Portland Business Journal survey, and as Portland’s First Citizen in 2007 by the Portland Metropolitan Association of Realtors. Ms. Fowler was awarded the Oregon History Makers recognition in 2015, and the 2016 Joan Austin Lifetime Achievement Award recognizing her as one of Portland, Oregon’s most-respected business leaders.
Ms. Fowler has deep environmental and renewable energy expertise. She managed PGE’s environmental department, overseeing initiatives that improved fish passage on multiple Oregon rivers. During Ms. Fowler’s tenure as Chief Executive Officer, PGE made the strategic decision to reduce use of oil and coal and has been ranked #1 on multiple occasions for selling more renewable power to residential customers than any other U.S. utility.
Under Ms. Fowler’s leadership, wind and solar projects were constructed and integrated into the PGE grid. Under her leadership as HEI’s Nominating and Corporate Governance Chair, the company underwent a new director refresh, CEO transition for HEI, Hawaiian Electric and ASB, decreased tenure, provided greater proxy access, eliminated the staggered board and implemented majority voting.
PROFESSIONAL EXPERIENCE
38 years of executive leadership, financial oversight and utility operations experience from serving at PGE in senior officer positions (including as President and Chief Executive Officer, Chief Operating Officer, and Board Member) and operating positions.
PUBLIC COMPANY BOARDS
Director, Columbia Banking System, Inc. (since 2023)
PAST PUBLIC COMPANY BOARDS
Umpqua Holdings Corp., Director (2009-2023), Chairman (2012-2023) (bank holding company)
Portland General Electric (2006-2012)
OTHER POSITIONS
Director and Chairman of the investment committee, Cambia Health Solutions (not-for-profit health insurer) (2005-2020)
Director, PGE Foundation (since 1997)
Director, Portland Branch of Federal Reserve Bank of San Francisco (2007-2011)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2009-2016)
Director, American Savings Bank (HEI Subsidiary) (since 2022)
Director Nominees for Election
PROFESSIONAL EXPERIENCE
| | Chief Financial Officer, L&L Franchise, Inc. (2014 to July 2019)
Senior Finance Manager, General Electric Company, Energy Sector
(2010-2014)
Corporate Auditor, General Electric Company, Corporate Sector
(2008-2010)
OTHER POSITIONS
Director (since 2019), Chairman of the Finance Committee (since 2021), Hawai‘i Pacific Health (one of Hawai‘i’s largest health care systems, with a network of four hospitals, nearly 25 outpatient centers and 1,100-plus physicians on four islands)
Director, American Savings Bank (HEI Subsidiary) (since 2018)![[MISSING IMAGE: ph_micahkane-k.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/ph_micahkane-k.gif) | | | | EDUCATION
Bachelor of Science, University of Southern
California, Marshall School of Business
Executive Master of Business Administration,
University of California Los Angeles, Anderson
School of Management
|
TABLE OF CONTENTS
DIRECTOR NOMINEES FOR ELECTION
| | | |
| | | |
| | |
|
| | | | | | Micah A. Kāne
Independent Director
Nominating and Corporate Governance
Committee Member
Compensation & Human Capital Management Committee Member
| |
| | | Age: 53
54 Independent Director Since: 2019
Principal Occupation: President and Chief
Executive Officer, Hawai‘i Community
Foundation, Since 2017
|
| | | Mr. Kāne is a well-respected leader in the State of Hawai‘i and brings extensive leadership and a deep understanding of Hawai‘i’s cultural, business and political environment to the Board.
His career has been distinguished by his leadership of significant private and public trusts, including his current role as Chief Executive Officer of Hawai‘i Community Foundation, Hawai‘i’s largest and oldest Foundation; his prior service as a Trustee of the largest land trust in the state of Hawai‘i, Kamehameha Schools, a private school system established under the will of Princess Bernice Pauahi Bishop to create educational opportunities in perpetuity to improve the capability and well-being of people of Hawaiian ancestry; and his prior role as Chairman/Director of the State of Hawai‘i Department of Hawaiian Homelands.
As an acknowledged Native Hawaiian community leader, Mr. Kāne brings invaluable experience in understanding Hawai‘i’s complex cultural and land use history (nearly 27% of the population self-identifies as Native Hawaiian and other Pacific Islander). Mr. Kāne has brought to bear this knowledge and his business acumen to bring the community together to address the most important issues of our day including environmental sustainability, homelessness and affordable housing.
Mr. Kāne also has expertise in state/county government affairs including state/county regulation, policy development, public relations, and crisis management.
PROFESSIONAL EXPERIENCE
President and Chief Executive Officer, Hawai‘i Community Foundation, ($810 million in assets) (since 2017)
Since 2017 | |
Chief Operating Officer, Pacific Links Hawai‘i LLC (golf course owner, developer and operator) (2011-2016)
| | EXPERTISE | |
| | Principal, the KĀNE Group LLC (Hawai‘i-based company focused on land and financing matters for planned community infrastructure and general business development) (since 2010)
Trustee, Kamehameha Schools ($15 billion endowment and Hawai‘i’s largest private landowner with over 397,000 acres of land on Hawai‘i island, Maui, Moloka’i, O’ahu and Kaua’i) (2009-2021)
OTHER POSITIONS
Director, Na Ku Pa’a O Kuhio, not for profit focused on supporting the beneficiaries of the Hawaiian Homes Commission Act (since 2007)
Chairman, Menlo College Board of Trustees, Atherton, CA (supporting Hawai‘i kids to college) (since 2011)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2012-2019)![[MISSING IMAGE: ico_leadership-k.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/ico_leadership-k.gif) | | | LEADERSHIP | |
| | EDUCATION
Master of Business Administration,
University of Hawai‘i at Manoa
Bachelor of Arts, Business
Administration, Menlo College
|
TABLE OF CONTENTS
| | | | | DIRECTOR NOMINEES FOR ELECTION
GOVERNMENT AND REGULATIONS | |
| | | | | EXECUTIVE MANAGEMENT | |
| | | | |
STRATEGIC & OPERATIONAL MANAGEMENT | |
| | | | |  | |
EDUCATION
Master of Business Administration, University of Hawai‘i at Manoa
Bachelor of Arts, Business
Administration, Menlo College
Mr. Kāne is a well-respected leader in the State of Hawai‘i and brings extensive leadership and a deep understanding of Hawai‘i’s cultural, business and political environment to the Board.
His career has been distinguished by his leadership of significant private and public trusts, including his current role as Chief Executive Officer of Hawai‘i Community Foundation, Hawai‘i’s largest and oldest Foundation ($900 million in assets and distributing more than $100 million in community grants annually); his prior service as a Trustee of the largest land trust in the state of Hawai‘i, Kamehameha Schools, a private school system established under the will of Princess Bernice Pauahi Bishop to create educational opportunities in perpetuity to improve the capability and well-being of people of Hawaiian ancestry; and his prior role as Chairman/Director of the State of Hawai‘i Department of Hawaiian Homelands.
As an acknowledged Native Hawaiian community leader, Mr. Kāne brings invaluable experience in understanding Hawai‘i’s complex cultural and land use history (nearly 27% of the population self-identifies as Native Hawaiian and other Pacific Islander). Mr. Kāne has brought to bear this knowledge and his business acumen to bring the community together to address the most important issues of our day including environmental sustainability, homelessness and affordable housing.
Mr. Kāne also has expertise in state/county government affairs including state/county regulation, policy development, public relations, and crisis management.
PROFESSIONAL EXPERIENCE
Chief Operating Officer, Pacific Links Hawai‘i LLC (golf course owner, developer and operator) (2011-2016)
Principal, the KĀNE Group LLC (Hawai‘i-based company focused on land and financing matters for planned community infrastructure and general business development) (since 2010)
Trustee, Kamehameha Schools ($14.7 billion endowment and Hawai‘i’s largest private landowner with over 363,194 acres of land on Hawai‘i island, Maui, Moloka’i, O’ahu and Kaua’i) (2009-2021)
OTHER POSITIONS
Director, Na Ku Pa’a O Kuhio, not for profit focused on supporting the beneficiaries of the Hawaiian Homes Commission Act (since 2007)
Chairman, Menlo College Board of Trustees, Atherton, CA (supporting Hawai‘i kids to college) (since 2011)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2012-2019)
Director, American Savings Bank (HEI Subsidiary) (since 2022)
Director Nominees for Election
| | | | | Michael J. Kennedy | |
| | Independent Director | |
| | Age: 51 Independent Director Since: 2022 Principal Occupation: Former Chief Executive Officer, Velo Labs (2021-2022) | |
| | EXPERTISE | |
| | | | | LEADERSHIP | |
| | | | | STRATEGIC PLANNING | |
| | | | | BANKING | |
| | | | | FINANCE AND ACCOUNTING | |
| | | | | RISK MANAGEMENT | |
| | | | | ENTREPENUERESHIP | |
| | | | | TECHNOLOGY | |
EDUCATION
Master of Business Administration, with distinction, Harvard Business School
Master of Science in Industrial Engineering, Stanford University
Bachelor of Science in Industrial Engineering, with distinction, Stanford University
Mr. Kennedy has a unique mix of experience leading multiple Fintech companies, combined with a decade-plus as an executive at or consultant to large US Based banks and financial institutions.
Most recently Mr. Kennedy has led numerous Fintechs from early stage, through rapid growth, to successful sale. His first startup, which he founded and led as CEO, was the Zelle Payments Network, formerly clearXchange. Mr. Kennedy grew this from an idea to the largest person to person digital payments network in the world, eventually selling the company. Subsequently, Mr. Kennedy became the CEO of Interstellar, revolutionizing international payments using blockchain technology. Interstellar was acquired by Velo Labs, where he stayed on as the CEO of the combined organization.
As a banker, Mr. Kennedy was an Executive Vice President at Wells Fargo and Company (WFC). During his seven years at Wells Fargo he led Payments Strategy, Innovation, and Wealth Management Strategy and Implementation. This diversity of roles gave him both breadth and depth of banking knowledge. He was able to jump start this banking career through six years with McKinsey and Company’s financial services practice, advising C-suite executives on critical strategic and operational decisions.
This combination of experience with traditional banks, technology-driven Fintechs, and operational expertise required of a CEO makes Mr. Kennedy an invaluable addition to the board.
PROFESSIONAL EXPERIENCE
Chief Executive Officer, Velo Labs (2021-2022)
Chief Executive Officer, Interstellar (2019-2021) – Acquired by Velo Labs
President, North America, OFX (2017-2019)
Co-Founder & Chief Executive Officer, Zelle Payment Network/clearXchange (2011-2015)
Executive Vice President, Wells Fargo & Company (2004-2011)
Consultant, McKinsey & Company (2000-2004, 1996-1998)
OTHER POSITIONS
Director, American Savings Bank (HEI Subsidiary) (since 2018)
Advisory Board Member, Stellar Development Foundation (2017-2021)
Advisory Board Member, Verrency (since 2017)
Director Nominees for Election
| | | | | Yoko Otani | |
| | Independent Director Audit & Risk Committee Member | |
| | Age: 68 Independent Director Since: 2023 Principal Occupation: Partner, Straterix (since 2018) | |
| | EXPERTISE | |
| | | | | RISK | |
| | | | | FINANCE AND ACCOUNTING | |
| | | | | BANKING | |
| | | | | LEADERSHIP | |
| | | | | STRATEGIC PLANNING | |
| | | | | CORPORATE GOVERNANCE | |
EDUCATION
Bachelor of Arts, East Asian Studies/History, Barnard College, Columbia University
Master of Business Administration, Finance, New York University
Ms. Otani brings a wealth of experience both national and international related to corporate finance, risk management and commercial and investment banking. She has 27 years of leadership experience at one of the world's largest banking institutions. She has extensive experience in the area of risk management including as a Senior Credit Officer at Citibank's commercial and investment bank. She also serves on the Executive Committee of the Board of Governors and as Treasurer of the Risk Management Association (New York).
At the height of the financial crisis in 2008-2009 and thereafter with regulatory reforms in the financial services sector. Ms. Otani advised some of the most prestigious national and international financial services companies on multiple aspects of risk, compliance, business strategy and corporate governance in her role as managing director at a global financial consulting firm.
As the financial services industry and bank risk management have developed, Ms. Otani has been a sought-after leader. She is currently a partner providing a key advisory role for a cutting-edge financial technology software company focused on scenario-driven strategic business planning, risk management, stress testing, asset-liability management and portfolio optimization.
PROFESSIONAL EXPERIENCE
Managing Director, Promontory Financial Group (a global consulting firm that advises clients on a variety of financial services matters, including regulatory issues, compliance, risk management, liquidity, restructuring, acquisitions, due diligence, internal investigations and cyber security) (2009-2018)
Managing Director and industry Co-Head, Senior Credit Officer, Commercial and Investment Banking, Citigroup (1995-2009)
Vice President and Manager, Corporate Finance Group, Office of the Chief Financial Officer, Citibank (1982-1995)
OTHER POSITIONS
Member (since 2013), Treasurer (since 2021), Board of Governors of the Risk Management Association of New York
Director (since 2019), Chair Audit Committee (Since 2020), U.S. Japan Council (educational organization that contributes to strengthening U.S.-Japan relations)
Director, American Savings Bank (HEI Subsidiary) (since 2023)
Director Nominees for Election
| | | | | William James
J. Scilacci, Jr.
| |
| | Independent Director
Executive Committee Member
Audit & Risk Committee Chair
| |
| | | Age: 66
67 Independent Director Since: 2019
Principal Occupation: Former Executive Vice
President and Chief Financial Officer, Edison
International (2008-2016) | |
| | EXPERTISE | |
| | | | | FINANCE AND ACCOUNTING | |
| | Mr. Scilacci has significant leadership and operational management experience through serving as CFO of Edison International, a publicly-traded company whose market cap increased substantially during Mr. Scilacci’s tenure. He has extensive experience communicating with Wall Street analysts, investors and rating agencies and has demonstrated a strong track record of considerable shareholder value creation.
He has extensive utility experience through his over 20 years in financial management with Southern California Edison, the primary energy supply company for Southern California. Southern California Edison is a leader in development and implementation of grid modernization, electrification of transportation, renewable energy and energy efficiency.
Mr. Scilacci was the CFO of Edison International’s competitive generation subsidiary. During his tenure, Edison International made material investments in wind energy and natural gas-fired generation. He also oversaw the subsidiaries’ energy trading business.
Mr. Scilacci has a keen understanding and extensive knowledge of enterprise risk management from his role as Chief Financial Officer of Edison International. For eight years, Mr. Scilacci managed Edison International’s enterprise risk management program identifying, monitoring and forecasting new risks to the company including ESG related risks such as the impacts of climate change.
Mr. Scilacci’s track record of success is highlighted by his recognition as one of the top CFOs in the electric utility sector by a 2017 Institutional Investor survey of investors and sell-side analysts.
PROFESSIONAL EXPERIENCE
Over 30 years of experience, and 25 years in executive leadership, for Edison International companies (including CFO of Edison International, Edison Mission Energy and Southern California Edison)
OTHER POSITIONS
Director, Chairman of the Finance Committee, Member of Audit Committee, Loyola High School of Los Angeles (since 2015)
President (2019) and Director (2017-2019), Bel-Air Bay Club![[MISSING IMAGE: ico_strategic-k.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/ico_strategic-k.gif) | | | STRATEGIC & OPERATIONAL MANAGEMENT | |
| | EDUCATION
Master of Business Administration,
Santa Clara University
Bachelor of Arts, University of
California, Los Angeles
|
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| | DIRECTOR NOMINEES FOR ELECTION![[MISSING IMAGE: ico_energy-k.gif]](https://files.docoh.com/DEF 14A/0001104659-23-036502/ico_energy-k.gif) | | | ENERGY, UTILITIES | |
EDUCATION
Master of Business Administration,
Santa Clara University
Bachelor of Arts, University of
California, Los Angeles
Mr. Scilacci has significant leadership and operational management experience through serving as CFO of Edison International, a publicly-traded company whose market cap increased substantially during Mr. Scilacci’s tenure. He has extensive experience communicating with Wall Street analysts, investors and rating agencies and has demonstrated a strong track record of considerable shareholder value creation.
He has extensive utility experience through his over 20 years in financial management with Southern California Edison, the primary energy supply company for Southern California. Southern California Edison is a leader in development and implementation of grid modernization, electrification of transportation, renewable energy and energy efficiency.
Mr. Scilacci was the CFO of Edison International’s competitive generation subsidiary. During his tenure, Edison International made material investments in wind energy and natural gas-fired generation. He also oversaw the subsidiaries’ energy trading business.
Mr. Scilacci has a keen understanding and extensive knowledge of enterprise risk management from his role as Chief Financial Officer of Edison International. For eight years, Mr. Scilacci managed Edison International’s enterprise risk management program identifying, monitoring and forecasting new risks to the company including ESG related risks such as the impacts of climate change.
Mr. Scilacci’s track record of success is highlighted by his recognition as one of the top CFOs in the electric utility sector by a 2017 Institutional Investor survey of investors and sell-side analysts.
PROFESSIONAL EXPERIENCE
Over 30 years of experience, and 25 years in executive leadership, for Edison International companies (including CFO of Edison International, Edison Mission Energy and Southern California Edison)
OTHER POSITIONS
Director, Chairman of the Finance Committee, Member of Audit Committee, Loyola High School of Los Angeles (since 2015)
President (2019) and Director (2017-2019), Bel-Air Bay Club
Director, American Savings Bank (HEI Subsidiary) (since 2022)
Director, Shipshape Solutions, Inc. (since 2023)
Director Nominees for Election
| | | | |
|
| Scott W.H. Seu | |
| | | | | Scott W.H. Seu
President and CEO, HEI
Executive Committee Member
Chairman, American Savings Bank
(HEI subsidiary)
ASB Board Chair | |
| | | Age: 56
57 IndependentHEI Director Since: 2022
Principal Occupation: President and Chief
Executive Officer, HEI (since Jan. 1, 2022)
|
| | | Mr. Seu has extensive utility operational expertise having served in numerous leadership positions at Hawaiian Electric Company for nearly 28 years. Most recently, he served as president and CEO of Hawaiian Electric.
Mr. Seu is an innovative business leader. As President of Hawaiian Electric, Mr. Seu was responsible for ensuring reliable, safe and affordable provision of electric power to 95% of Hawai‘i’s population. He was instrumental in leading the company to transition to cleaner, renewable energy supporting the state’s goal of 100% renewable energy by 2045 and led the development of the utility’s climate change action plan, including a goal of 70% carbon emissions reduction by 2030 and net zero emissions (or better) by 2045.
Mr. Seu has extensive business, regulatory and community leadership experience through serving as senior vice president of public affairs at Hawaiian Electric. He has also been actively engaged in critical infrastructure resilience issues in Hawai‘i and at the national level.
Prior to joining Hawaiian Electric, Seu worked as a mechanical and environmental engineer at companies in California and also worked abroad in China.
PROFESSIONAL EXPERIENCE
President and Chief Executive Officer, Hawaiian Electric Company (February 2020 – December 2021)
Senior Vice President, Public Affairs, Hawaiian Electric Company
(January 2017 – February 2020)
Vice President, System Operation, Hawaiian Electric Company
(May 2014 - December 2016)
Vice President, Energy Resources and Operations, Hawaiian Electric Company (January 2013 - April 2014)
Vice President, Energy Resources, Hawaiian Electric Company
(August 2010 - December 2012)
OTHER POSITIONS
Director, Edison Electric Institute (the primary electric utility industry association representing all U.S. investor-owned electric companies)HEI (since 2022)
| |
Director, Hale Kipa (a leading Hawai‘i non-profit providing safety net services to at-risk youth for over 50 years) (since 2008)
| | EXPERTISE | |
| | Officer, Hawai‘i Society of Professional Engineers Educational Foundation (since 2006)
Director, Regional Advisory Board Teach for America Hawai‘i (since 2017)
Director, Electric Power Research Institute (EPRI), Committee member, Governance and Nominating Committee (since 2020) | | | CLEAN ENERGY, UTILITIES | |
| |
EDUCATION
Bachelor of Science Engineering,
Stanford University
Master of Science Engineering,
Stanford University
|
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| | | | | CONTINUING DIRECTORS
COMMUNITY RELATIONS | |
| | | | | GOVERNMENT AND REGULATIONS | |
| | | | |
CORPORATE TRANSFORMATION | |
| | | | | STRATEGIC PLANNING | |
| | | | | Peggy Y. Fowler
Independent Director
Executive Committee Member
Nominating and Corporate Governance
Committee Chair
Compensation & Human Capital Management
Committee Member
FINANCE AND ACCOUNTING | | | | Age: 70
Independent Director Since: 2011
Principal Occupation: Former Chief
Executive Officer (2000-2009), Portland
General Electric Company (PGE)
|
| | | With experience as Chief Executive Officer of a NYSE-listed public utility company, and as director for the Portland Branch of the Federal Reserve Bank of San Francisco and Umpqua Holdings Corporation (a publicly traded bank holding company), Ms. Fowler brings a unique combination of utility and banking knowledge to the Board.
Ms. Fowler was recognized as Oregon’s Most Admired CEO in a 2005 Portland Business Journal survey, and as Portland’s First Citizen in 2007 by the Portland Metropolitan Association of Realtors. Ms. Fowler was awarded the Oregon History Makers recognition in 2015, and the 2016 Joan Austin Lifetime Achievement Award recognizing her as one of Portland, Oregon’s most-respected business leaders.
Ms. Fowler has deep environmental and renewable energy expertise. She managed PGE’s environmental department, overseeing initiatives that improved fish passage on multiple Oregon rivers. During Ms. Fowler’s tenure as Chief Executive Officer, PGE made the strategic decision to reduce use of oil and coal and has been ranked #1 on multiple occasions for selling more renewable power to residential customers than any other U.S. utility.
Under Ms. Fowler’s leadership, wind and solar projects were constructed and integrated into the PGE grid. Under her leadership as HEI’s Nominating and Corporate Governance Chair, the company underwent a new director refresh, CEO transition for HEI, Hawaiian Electric and ASB, decreased tenure, provided greater proxy access, eliminated staggered board and implemented majority voting.
PROFESSIONAL EXPERIENCE
38 years of executive leadership, financial oversight and utility operations experience from serving at PGE in senior officer positions (including as President and Chief Executive Officer, Chief Operating
Officer, and Board Member) and operating positions.
PUBLIC COMPANY BOARDS
Umpqua Holdings Corp (since 2009) (bank holding company); Chairman (since 2012)
PAST PUBLIC COMPANY BOARDS
Portland General Electric (2006-2012)
OTHER POSITIONS
Director and Chairman of the investment committee, Cambia Health Solutions (not-for-profit health insurer) (2005-2020)
Director, PGE Foundation (since 1997)
Director, Hawaiian Electric Company, Inc. (HEI Subsidiary) (2009-2016)
Director, Portland Branch of Federal Reserve Bank of San Francisco
(2007-2011)
| | | |
EDUCATION
Public Utility Executive Program, University of
Idaho and University of Michigan
Bachelor of Science, Chemistry and Bachelor of
Science, Math, George Fox University
|
EDUCATION
Bachelor of Science Engineering,
Stanford University
Master of Science Engineering,
Stanford University
9
Mr. Seu has extensive utility operational expertise having served in numerous leadership positions at Hawaiian Electric Company for over 28 years. Most recently, he served as president and CEO of Hawaiian Electric.Mr. Seu is an innovative business leader. As President of Hawaiian Electric, Mr. Seu was responsible for ensuring reliable, safe and affordable provision of electric power to 95% of Hawai‘i’s population. He was instrumental in leading the company to transition to cleaner, renewable energy supporting the state’s goal of 100% renewable energy by 2045 and led the development of the utility’s climate change action plan, including a goal of 70% carbon emissions reduction by 2030 and net zero emissions (or better) by 2045. Mr. Seu has extensive business, regulatory and community leadership experience through serving as senior vice president of public affairs at Hawaiian Electric. He has also been actively engaged in critical infrastructure resilience issues in Hawai‘i and at the national level. Prior to joining Hawaiian Electric, Mr. Seu worked as a mechanical and environmental engineer at companies in California and also worked abroad in China.
PROFESSIONAL EXPERIENCE
President and Chief Executive Officer, Hawaiian Electric Company (February 2020 – December 2021)
Senior Vice President, Public Affairs, Hawaiian Electric Company (January 2017 – February 2020)
Vice President, System Operation, Hawaiian Electric Company (May 2014 – December 2016)
Vice President, Energy Resources and Operations, Hawaiian Electric Company (January 2013 – April 2014)
Vice President, Energy Resources, Hawaiian Electric Company (August 2010 – December 2012)
OTHER POSITIONS
Director, Queen’s Health Systems (since 2023)
Director, Edison Electric Institute (the primary electric utility industry association representing all U.S. investor-owned electric companies) (since 2022)
Director, Partners in Development Foundation (Hawai‘i non-profit serving families in need) (since 2022)
Director, Regional Advisory Board Teach for America Hawai‘i (since 2017)
Director, Electric Power Research Institute (EPRI) (since 2020)
Chair (since 2017), Director (since 2008), Hale Kipa (a leading Hawai‘i non-profit providing safety net services to at-risk youth for over 50 years)
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| | |
|
| | | | | | Keith P. Russell
Independent Director
Executive Committee Member
Audit & Risk Committee Member
ASB Risk Committee Chair
| | | | Age: 76
Independent Director Since: 2011
Principal Occupation: President,
Russell Financial (since 2001)
|
| | | Within three major financial institutions, Mr. Russell served as an executive and/or Director and held domestic and international positions in all areas of banking, finance, capital markets and risk management. He has served on numerous panels on corporate governance and strategic direction.
He has broad and deep expertise in risk management including identification, assessment, and monitoring of current and emerging risks through his prior service as Chief Risk Officer of Mellon Financial Corporation and as Chief Operating Officer of Glendale Federal Bank. Mr. Russell has been the chair of the American Savings Bank (an HEI subsidiary) risk committee since 2012, during which time he led the implementation of an extensive enterprise risk management system which included development of robust risk governance, monitoring and management systems.
Mr. Russell has a keen knowledge of the Hawai‘i real estate market and hospitality industry from his prior service on the Sunstone Hotel Investors Board which has investments in Hawai‘i.
Mr. Russell’s years of executive leadership experience in financial service operations, particularly as an executive officer of a major lender to the electric utility industry, contribute invaluable expertise to the Board.
PROFESSIONAL EXPERIENCE
Vice Chair/Chief Risk Officer, Mellon Financial Corporation (1991-2001) President and Chief Operating Officer, Glendale Federal Bank (1983-1991) Senior Vice President, Security Pacific Corporation (1974-1983)
PAST PUBLIC COMPANY BOARDS
Sunstone Hotel Investors (2003-2021)
Nationwide Health Properties (2002-2011)
OTHER POSITIONS
Director, KBS Growth and Income REIT (since 2016)
Director, American Savings Bank (HEI subsidiary) (since 2010)
Director, ASB Hawai‘i (HEI subsidiary) (2014-2016)
| | | | EDUCATION
Master of Arts, Northwestern
University
Bachelor of Arts, University of
Washington
|
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HEI’s governance policies and guidelines
HEI’s Board and management review and monitor corporate governance trends and best practices on an ongoing basis, including for purposes of making necessary and advisable updates to HEI’s corporate governance documents and complying with the corporate governance requirements of the New York Stock Exchange (NYSE), rules and regulations of the U. S. Securities and Exchange Commission (SEC) and rules and regulations of the Board of Governors of the Federal Reserve applicable to HEI as a
savings and loan holding company. HEI’s corporate governance documents (such as the charters for the Audit & Risk, Compensation & Human Capital Management, Nominating and Corporate Governance and Executive Committees, Corporate Governance Guidelines and Corporate Code of Conduct, as well as other governance documents) are available on HEI’s website at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein).
The Board’s leadership structure
Since May 5, 2020, Admiral Fargo has served as the nonexecutive ChairpersonChair of the Board. Admiral Fargo has served on the Board since 2005, and has never been employed by HEI or any HEI subsidiary. The Board has determined that he is independent under applicable standards for director independence, as discussed below under the heading “Board of Directors—Directors — Independent Directors.” Among the many skills and qualifications that Admiral Fargo brings to the Board, the Board considered: (i) his extensive experience in corporate governance from serving on a number of other public company, private company and nonprofit boards; (ii) his track record of effective consensus and relationship building and business and community leadership, including serving as Commander of the U.S. Pacific Command; (iii) his willingness to spend time advising and mentoring members of HEI’s senior management; and (iv) his dedication to committing the hard work and time necessary to successfully lead the Board.
The responsibilities of HEI's ChairpersonHEI’s Chair are to:
•
lead Board and shareholder meetings and executive sessions of the independent directors, including executive sessions at which the performance of the CEO is evaluated by the Board;
•
attend meetings of the Board’s committees, either as member or observer;
•
work closely with the Nominating and Corporate Governance Committee to periodically evaluate board and committee structures, as well as advise with respect to succession planning for the Board;
•
serve on and/or advise the boards of HEI’s primary operating subsidiaries, Hawaiian Electric and ASB, chair joint executive sessions of the independent directors of HEI and these subsidiary boards and attend meetings of subsidiary board committees;
•
be available to other Board and subsidiary board members and management for questions and consultation; and
•
ensure and facilitate communications among Board members and Board committees and between the Board and management.
The Board’s Corporate Governance Guidelines provide that if the ChairpersonChair and CEO positions are held by the same person, or if the Board determines that the ChairpersonChair is not independent, the independent directors should designate an independent director to serve as “Lead Director.” If a Lead Director is designated, the Lead Director’s responsibilities are to: (i) preside at Board and shareholder meetings when the ChairpersonChair is not present; (ii) preside at executive sessions of the independent directors; (iii) facilitate communication between the independent directors and the ChairpersonChair or the Board as a whole; (iv) call meetings of the non managementnon-management or independent directors in executive session; (v) participate in approving meeting agendas, schedules and materials for the Board; and (vi) perform other functions described in the Corporate Governance Guidelines or as determined by the Board from time to time.
The Board believes that its current leadership structure, which provides for an independent nonemployee Chairperson,Chair, or an independent Lead Director if the ChairpersonChair is not independent, is appropriate and effective based on HEI’s current operations, strategic plans and overall corporate governance structure. Several reasons support this conclusion. First, the Board believes that having an independent ChairpersonChair or Lead Director has been important in establishing a “tone at the top” for both the Board and the Company that encourages constructive expression of views that may differ from those of senior management. Second, the Board believes that the presence of an independent ChairpersonChair or Lead Director demonstrates to the Company’s regulators and shareholders that the Board is committed to serving the
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best interests of the Company and its shareholders and not the best interests of management. Third, the Board recognizes that HEI has an uncommon corporate governance structure in that the boards of its two primary operating subsidiaries are also composed mostly of nonemployee directors and that the HEI ChairpersonChair plays
an important leadership role for the consolidated company. For instance, in addition to chairing executive sessions of the nonemployee directors, the ChairpersonChair leads the HEI Board in its oversight role with respect to HEI'sHEI’s subsidiaries.
The Board’s role in risk oversight
HEI is a holding company that operates principally through its Hawai‘i-based electric public utility (Utility or Hawaiian Electric) and bank (Bank or ASB) subsidiaries. At the holding company and subsidiary levels, the Company faces a variety of risks, including operational risks, regulatory (including environmental regulations) and legal compliance risks, credit and interest rate risks, competitive risks, liquidity risks, capital risks, cybersecurity risks, and strategic, reputational and sustainability related risks, among others. Developing and implementing strategies to identify, assess, mitigate, manage and report the Company'sCompany’s key risks is the responsibility of management, and that responsibility
is carried out by assignments of responsibility to various officers and other employees of the Company under the direction of HEI’s Chief Financial Officer, who also serves as the HEI Chief Risk Officer. The role of the Board is to oversee the management of these risks.
The Board’s specific risk oversight functions are as follows:
•
The Board has approved a consolidated enterprise risk management (ERM) system recommended by management. The system is designed to identify and assess risks across the HEI enterprise so that information regarding the Company’s risks can be reported to the Board, along with proposed strategies for mitigating and managing these risks. The structure of the ERM system is decentralized, with separate Chief Risk Officers at each of Hawaiian Electric and ASB in addition to HEI'sHEI’s Chief Risk Officer (HEI CRO). The ERM function for “other” operations of HEI, such as Pacific Current, are performed by the HEI CRO or HEI employees under the supervision of the HEI CRO. Hawaiian Electric'sElectric’s Chief Financial Officer, who also serves as its Chief Risk Officer, is responsible for identifying, assessing, managing, monitoring and reporting risks at the Utility, which serves the islands of O’ahu, Hawai’i,O‘ahu, Hawai‘i, Maui, Molokai and Lanai. ASB’s Executive Vice President –— Enterprise Risk & Regulatory Relations serves as its Chief Risk Officer, responsible for establishing ASB’s enterprise risk management program for the ASB Risk Committee’s approval and overseeing its day-to-day operation. Each subsidiary Chief Risk Officer reports directly to the respective subsidiary President and functionally to the HEI CRO, who reviews such risks on a consolidated basis. In addition, the ASB CRO reports functionally to the ASB Risk Committee Chair. The Board believes that this decentralized risk management structure is appropriate and effective for the Company’s diverse operations and
holding company structure, because it allows for industry-specific risk identification and management at the subsidiary levels while also ensuring an integrated and consolidated view of risk at the holding company level by the HEI CRO. In connection with approving this ERM system, the Board reviewed (and continually assesses) a catalog of risks and management’s assessment of those risks. As part of the Board’s ongoing risk oversight, the HEI CRO is responsible for providing regular reports to the Board and Audit & Risk Committee on the status of those risks, any changes to the risk catalog or management’s assessment of those risks, and any other risk management matters that the Board may request from time to time. The Board and Audit & Risk Committee also receive reports from HEI’s internal auditor evaluating the effectiveness of management’s implementation of the approved ERM system.
•
The Board has assigned to the Audit & Risk Committee the responsibility of assisting in the oversight of the overall risk management strategy of the Company. In providing such assistance, the Audit & Risk Committee is specifically required to discuss policies with respect to risk assessment and risk management, including the guidelines and policies governing the process by which risk assessment and risk management are undertaken at the Company, and to report to the Board the committee’s discussion and findings so that the entire Board can consider changes (if any) in the Company’s risk profile.
•
The Board has also assigned to the Audit & Risk Committee the specific risk oversight responsibilities of: (i) reviewing the Company’s major financial risk exposures and the steps management has taken to monitor and manage such exposures; (ii) overseeing HEI’s Code of Conduct compliance program; and (iii) establishing procedures for direct reporting of potential accounting and auditing issues to the Audit & Risk Committee. The Audit & Risk Committee reports to the Board each quarter regarding these matters.
•
The Board has assigned to the Compensation & Human Capital Management Committee the specific risk oversight responsibility of reviewing whether the compensation policies or practices of HEI or its subsidiaries encourage employees to take risks that are reasonably likely to have a material adverse effect on such entities as well as risks related to human capital management and of recommending new or revised policies and practices to address any such identified
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risks. Included in this oversight responsibility is the Compensation & Human Capital Management Committee’s review and evaluation of ASB’s compensation practices for compliance with regulatory guidance on sound incentive compensation plans. The Compensation & Human Capital Management Committee reports the results of its review and any recommendations to the Board. The results of the review are also communicated to the Audit & Risk Committee through the HEI CRO. Both the Audit & Risk and Compensation & Human Capital Management Committees are composed entirely of independent directors.
•
In addition to overall risk oversight by the HEI Board, the boards of HEI’s primary operating subsidiaries, Hawaiian Electric and ASB, are responsible for overseeing risks at their respective companies. The Hawaiian Electric Board has assigned responsibility for ongoing oversight of risk management to its Audit & Risk Committee and the ASB Board has assigned such responsibility to its Risk Committee. Under the decentralized ERM structure discussed above, risk management activities at the subsidiary level are reported to the respective subsidiary committee and subsidiary board through the applicable subsidiary Chief Risk Officer. The HEI Board and/or Audit & Risk Committee may also be invited to participate in risk oversight discussions by these subsidiary boards and/or committees. The information from these subsidiary board and committee sessions are reported, on at least a quarterly basis, to the HEI Board by the applicable subsidiary Chief Risk Officer (or his/her representatives), who functionally report to the HEI CRO (and, for the ASB Chief Risk Officer, also to the ASB
Risk Committee Chair) on risk management matters. These subsidiary boards are composed primarily of nonemployee directors. The subsidiary audit committees also are composed primarily of nonemployee directors who meet the independence requirements for audit committee members of companies listed on the NYSE, and with regard to the ASB Audit Committee, comply with FDIC regulations.
•
At least annually, the Board conducts a strategic planning and risk review. As part of this review, the Board reviews fundamental financial and business strategies and assesses the major risks facing the Company, including sustainability-related risks, and available alternatives to mitigate those risks. To facilitate strategic planning through constructive dialogue among management and Board members, members of management who are not directors are invited to participate in the review. Based on the review, the Board and senior management, including the HEI CRO, identify key issues to be addressed during the course of the next calendar year.
The Board believes that, for risk oversight, it is especially important to have an independent ChairpersonChair or Lead Director in order to ensure that differing views from those of management are expressed. Since the HEI ChairpersonChair attends the meetings of the Board, the subsidiary boards and their respective committees, the HEI ChairpersonChair is also in a unique position to assist with communications regarding risk oversight and risk management among the Board and its committees, between the subsidiary boards and their respective committees and between directors and management.
Selection of nominees for the Board
The Board believes that there are skill sets, qualities and attributes that should be represented on the Board as a whole, but do not necessarily need to be possessed by each director. The Nominating and Corporate Governance Committee and the Board, thus, consider the qualifications and attributes of incumbent directors and director candidates both individually and in the aggregate in light of the current and future needs of HEI and its subsidiaries.
The Nominating and Corporate Governance Committee assists the Board in identifying and evaluating persons for nomination or re-nomination for Board service or to fill a vacancy on the Board. To identify qualified candidates for Board membership, the Committee may consider persons who are serving on its subsidiary boards as well as persons suggested by Board members, management and shareholders, or may retain a third-party search firm to help identify qualified candidates. The Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder, a Board member, a member of management or through self-nomination.
Once a person is identified as a potential director candidate, the committee may review publicly-available information to assess whether the candidate should be further considered. If so, a committee member or designated representative for the committee will contact the person. If the person is willing to be considered for nomination, the person is asked to provide additional information regarding his or her background, his or her specific skills, experience and qualifications for Board service, and any direct or indirect relationships with the Company. In addition, one or more interviews may be conducted with committee and Board members, and committee members may contact one or more references provided by the candidate or others who would have firsthand knowledge of the candidate’s qualifications and attributes.
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In evaluating the qualifications and attributes of each potential candidate (including incumbent directors) for nomination or re-nomination or appointment to fill a vacancy, the committee considers:
•
the candidate’s qualifications, consisting of his/her knowledge (including relevant industry knowledge), understanding of the Company’s businesses and the environment within which the Company operates, experience, skills, substantive areas of expertise, financial literacy, innovative thinking, business judgment, achievements and other factors required to be considered under applicable laws, rules or regulations;
•
the candidate’s attributes, with an emphasis on independence, diversity, personal and professional integrity, character, reputation, ability to represent the interests of all shareholders, time availability in light of other commitments, dedication, absence of conflicts of interest, appreciation of multiple cultures, commitment to deal responsibly with social issues and other stakeholder concerns and other factors that the committee considers appropriate in the context of the needs of the Board;
•
familiarity with and respect for corporate governance requirements and practices;
•
with respect to incumbent directors, the self-evaluation of the individual director, his or her current qualifications and his or her contributions to the Board;
•
the current composition of the Board and its committees; and
•
intangible qualities of the candidate including the ability to ask difficult questions and, simultaneously, to work collegially with members of the Board, as well as to work effectively with management.
The Board considers the recommendations of the Nominating and Corporate Governance Committee and then makes the final decision whether to re-nominate incumbent directors and whether to approve and extend an invitation to a candidate to join the Board upon appointment or election, subject to any approvals required by law, rule or regulation.
Diversity in identifying nominees for the Board
In assisting the Board in identifying qualified director candidates, the Nominating and Corporate Governance Committee considers whether the candidate would contribute to the expertise, skills and professional experience, as well as to the diversity of the Board in terms of race, ethnicity, gender, age, geography and cultural background. The Board believes it functions most effectively with members who collectively possess a range of substantive expertise, skills and experience in areas that are relevant to leading HEI in accordance with the Board’s fiduciary responsibilities. The Board also believes that having a board composed of members who can collectively contribute a range of perspectives, including perspectives that may arise from a person’s race, ethnicity, gender, age, geographic location and cultural background, improves the quality of the Board’s deliberations and decisions because it enables the Board to view issues from a variety of perspectives and, thus, more thoroughly and completely. As the Company’s operations and strategic plans and the Board’s composition may evolve over time, the Nominating and Corporate Governance Committee is charged with identifying and assessing the appropriate mix of knowledge areas, qualifications and personal attributes contributed by Board members that will bring the most strategic and decision-making advantage to HEI. To reflect its commitment to diversity, in connection with the use of a third-party search firm to identify potential director candidates, the Nominating and Corporate Governance Committee will instruct the search firm to include in its
initial list of candidates qualified candidates who reflect diverse backgrounds, including diversity of gender and race or ethnicity.
With operations exclusively in the State of Hawai‘i, it is important that our Board includes members who currently or in the past have lived and worked in the state and have knowledge of, and experience with, our customer base and the unique cultural, political and regulatory environment. It is also important that Board members understand and reflect the cultural, racial and gender diversity that exists in Hawai‘i. If the shareholders vote to elect the seventen director nominees proposed by the Board for election at the 20222023 Annual Meeting the resulting composition of the Board would be as shown in the table in the Proxy Summary, under the heading “Current Directors.”Directors” (except for Mr. Russell who is retiring).
The Board also recognizes that, due to Hawai‘i’s geographic isolation from the continental United States and the comparatively small number of publicly traded companies, banks and regulated utilities based in Hawai‘i, the Board also benefits from having among its members
directors who have gained business experience at companies located in other states; those Board members contribute valuable information about experiences they have had working at or serving on the boards of other public companies and companies in similar industries, which also contributes to the breadth of perspectives on the Board.
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Director resignation policies
Through its Corporate Governance Guidelines, the Board requires its members to submit a letter of resignation for consideration by the Board in certain circumstances. A director must tender his or her resignation in the event of a significant change in the director’s principal employment and at the end of the term during which the director reaches the age of 75. Mr. Russell has reached the age of 75 and submitted his resignation, which the Board has accepted. Consequently, Mr. Russell is not standing for election at the 2023 Annual Meeting. In addition to the evaluation process discussed under “Corporate Governance — Selection of nominees for the Board,” requiring a director to submit a letter of resignation in these two circumstances ensures that the Board examines whether a director’s skills, expertise and attributes continue to provide value over time.
A director must also submit his or her resignation for consideration by the Board if the director is elected under
the plurality vote standard for contested elections in which the number of nominees or proposed nominees exceeds the number of directors to be elected (described under Article Fifth of the Company'sCompany’s Amended and Restated Articles of Incorporation), but does not receive the support of the majority of votes cast. In such an event, the Board will evaluate the reasons for the voting result and determine how best to address the shareholder concerns underlying that result. In some cases, the Board may decide that the best approach is to accept the director’s resignation. In other cases, the Board may discover that a shareholder concern that was the cause of the vote outcome may more appropriately be addressed by taking other action.
The Board’s role in management succession planning
The Board, led by its Nominating and Corporate Governance Committee, is actively engaged in succession planning and talent development, with a focus on the CEO and senior management of HEI and its operating subsidiaries. The Board and the Nominating and Corporate Governance Committee consider talent development programs and succession candidates through the lens of Company strategy and anticipated future opportunities and challenges. At its meetings throughout the year, the Nominating and Corporate Governance Committee reviews progress of talent development and succession programs and discusses internal and external succession candidates, including their capabilities, accomplishments,
goals and development plans. The full Board also reviews and discusses talent strategy and evaluations of potential succession candidates annually. The Compensation and Human Capital Management Committee also oversees and discusses talent strategy and workforce planning. In addition, potential leaders are given frequent exposure to the Board through formal presentations and informal events. These reviews, presentations and other interactions familiarize the Board with the Company’s talent pool to enable the Board to select successors for the senior executive positions when appropriate. Due to its robust and active succession planning process, the Board was able to appoint internal successor CEOs to ASB in 2021 and to HEI ASB and Hawaiian Electric within the last year.
in 2022.Shareholder communication with the directors
Interested parties, including shareholders, desiring to communicate with the Board, any individual director or the independent directors as a group regarding matters pertaining to the business or operations of HEI may address their correspondence in care of the Corporate Secretary, Hawaiian Electric Industries, Inc., P.O. Box 730, Honolulu, HI 96808-0730. The HEI Corporate Secretary may review, sort and summarize all such correspondence in order to facilitate communications to the Board. In addition, the HEI Corporate Secretary has the authority and discretion to handle any director communication that is an ordinary course of business matter, including routine
questions, complaints, comments and related communications that can appropriately be handled by management. Directors may at any time request copies of all correspondence addressed to them. The charter of the Audit & Risk Committee, which is available for review at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein), sets forth procedures for submitting complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters on a confidential, anonymous basis.
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Board of Directors
Independent directors
Under HEI’s Corporate Governance Guidelines, a majority of Board members must qualify as independent under the listing standards of the NYSE and any additional requirements as determined by the Board from time to time.
•
For a director to be considered independent under NYSE listing standards, the Board must determine that the director does not have any direct or indirect material relationship with HEI or its subsidiaries apart from his or her service as a director. The NYSE listing standards also specify circumstances under which a director may not be considered independent, such as when the director has been an employee of the Company within the last three fiscal years, if the director has had certain relationships with the Company’s external or internal auditor within the last three fiscal years or when the Company has made or received payments for goods or services to entities with which the director or an immediate family member of the director has specified affiliations and the aggregate amount of such payments in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such entity’s consolidated gross revenues for the fiscal year.
•
The Board has also adopted Categorical Standards for Director Independence (HEI Categorical Standards), which are available for review on HEI’s website at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein). The HEI Categorical Standards specify circumstances under which a director may not be considered independent. In addition to the circumstances that would preclude independence under the NYSE listing standards, the HEI Categorical Standards provide that a director is not independent if HEI and its subsidiaries have made charitable contributions to a nonprofit organization for which the director serves as an executive officer and the aggregate amount of such contributions in any single fiscal year of the nonprofit organization within the last three fiscal years exceeds the greater of $1 million or 2% of such organization’s consolidated gross revenues for the fiscal year.
The Nominating and Corporate Governance Committee and the Board considered the relationships described below in assessing the independence of Board members. Based on its consideration of such relationships and the recommendations of the Nominating and Corporate Governance Committee, the Board determined that all of the nonemployee directors of HEI (Messrs. Dahl, Fargo,
Kā Kāne, Russell,Kennedy and Scilacci and Mss. Connors, Flores, Fowler and Fowler)Otani) are independent. The remaining director, Mr. Seu, is an employee director of HEI and, therefore, is not independent.
Relationships considered in determining director independence:
With respect to Ms. Flores and Mr. KāKāne, the Board considered amounts paid in the last three fiscal years to purchase electricity from HEI subsidiary Hawaiian Electric (the sole public utility providing electricity to the island of O‘ahu)O’ahu) by the entities employing Ms. Flores and Mr. KāKāne. None of the amounts paid by the entities for electricity (excluding pass-through charges for fuel, purchased power and Hawai‘i state revenue taxes) exceeded the thresholds in the NYSE listing standards or HEI Categorical Standards that would automatically result in a director not being independent. Because Hawaiian Electric is the sole source of electric power on the island of O‘ahu,O’ahu, the rates Hawaiian Electric charges for electricity are fixed by state regulatory authority, and purchasers of electricity from these public utilities have neither a choice as to supplier nor the ability to negotiate rates or other terms. Accordingly, the Board determined that these relationships do not impair the independence of these directors.
Also, with respect to Ms. Connors and Mr. KāKāne, the Board considered charitable contributions in the last three fiscal years from HEI and its subsidiaries to the respective nonprofit organizations where Ms. Connors and Mr. KāKāne serve as executive officer. None of the contributions exceeded the threshold in the HEI Categorical Standards that would automatically result in Ms. Connors or Mr. KāKāne not being independent. In determining that these donations did not impair the independence of Ms. Connors and Mr. KāKāne, the Board also considered the fact that Company policy requires that charitable contributions from HEI or its subsidiaries to entities where an HEI director serves as an executive officer, and where the director has a direct or indirect material interest, and the aggregate amount donated by HEI and its subsidiaries to such organization would exceed $120,000 in any single fiscal year, be preapproved by the Nominating and Corporate Governance Committee.
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Board meetings in 2021
2022
In 2021,2022, there were seven regular meetings and fourno special meetings of the Board. All incumbent directors who served on the Board in 20212022 attended at least 95%75% (with all such directors attending 100%) of the
combined total number of meetings of the Board and Board committees on which they served during the period that the director served as a director.
Executive sessions of the Board
The nonemployee directors meet regularly in executive sessions without management present. In 2021,2022, these sessions were chaired by Admiral Fargo as the Chairperson
Chair of the Board and as an independent nonemployee director. The ChairpersonChair may request from time to time that another independent director chair the executive sessions.
Board attendance at annual meetings
All of HEI’s incumbent directors who served on the Board in 20212022 remotely attended the virtual 20212022 Annual Meeting of Shareholders. HEI encourages all directors to attend each year’s Annual Meeting.
Board evaluations
The Board conducts annual evaluations to determine whether it and its committees are functioning effectively. As part of the evaluation process, each member of the Audit & Risk, Compensation & Human Capital Management and Nominating and Corporate Governance Committees annually evaluates the performance of each committee on which he or she serves. Each director up for reelection also evaluates his or her own performance. The nonemployee directors also periodically complete peer evaluations of the other nonemployee directors. The evaluation process is overseen by the Nominating and Corporate Governance Committee, in consultation with the Chairperson.
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COMMITTEES OF THE BOARD
| | | |
COMMITTEES OF THE BOARDCommittees of the Board
Board committee composition and meetings
The Board has four standing committees: Audit & Risk, Compensation & Human Capital Management, Executive and Nominating and Corporate Governance. Members of these committees are appointed annually by the Board, taking into consideration the recommendations of the Nominating and Corporate Governance Committee. The table below shows the current members of each such committee and the number of meetings each committee held in 2021.2022.
| | Celeste A. Connors | | | | | | | | | | | | | |
| | Richard J. Dahl | | | | | | | | | | | | | |
| | Thomas B. Fargo | | | | | | | | | | | | | |
| | Peggy Y. Fowler | | | | | | | | | | | | | |
| | Micah A. Kāne | | | | | | | | | | | | | |
| | Keith P. Russell | | | | | | | | | | | | | |
| | William James Scilacci Jr. | | | | | | | | | | | | | |
| | Scott W. H. Seu¹ | | | | | | | | | | | | | |
| | Number of meetings in 2021 | | | 10 | | | 7 | | | — | | | 7 | |
 = Chair | | |  = Member |
1
| Mr. Seu is an employee director. All other directors have been determined to be independent. See “Board of Directors - Independent Directors” above. |
| | Name | | | Audit & Risk | | | Compensation &
Human Capital
Management | | | Executive | | | Nominating and
Corporate
Governance | | |
| | Celeste A. Connors | | | | | | | | | | | | | | |
| | Richard J. Dahl | | | | | | | | | | | | | | |
| | Thomas B. Fargo | | | | | | | | | | | | | | |
| | Elisa K. Flores | | | | | | | | | | | | | | |
| | Peggy Y. Fowler | | | | | | | | | | | | | | |
| | Micah A. Kāne | | | | | | | | | | | | | | |
| | Yoko Otani2 | | | | | | | | | | | | | | | | |
| | Keith P. Russell | | | | | | | | | | | | | | |
| | William James Scilacci Jr. | | | | | | | | | | | | | | |
| | Scott W. H. Seu1 | | | | | | | | | | | | | | |
| | Number of meetings in 2022 | | | 11 | | | 5 | | | — | | | 4 | | |
1
Mr. Seu is an employee director. All other directors have been determined to be independent. See “Board of Directors — Independent Directors” above.
2
Yoko Otani joined the HEI Audit & Risk Committee on January 1, 2023.
Functions of the Board’s standing committees
The primary functions of HEI’s standing committees are described below. Each committee operates and acts under written charters adopted and approved by the Board and are available for review on HEI’s website at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein). Each of the Audit & Risk, Compensation & Human Capital Management and Nominating and Corporate Governance Committees may form subcommittees of its members and delegate authority to its subcommittees.
Audit & Risk Committee
The Audit & Risk Committee is responsible for overseeing (i) HEI’s financial reporting processes and internal controls; (ii) the performance of HEI’s internal auditor; (iii) risk assessment and risk management policies set by management; and (iv) the Corporate Code of Conduct compliance program for HEI and its subsidiaries. In addition, this committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm that audits HEI’s consolidated financial statements. As part of its risk management oversight responsibility, the Audit & Risk Committee oversees cybersecurity risk. To support the Audit & Risk Committee with this oversight responsibility, the Audit & Risk Committee formed a non-fiduciary cybersecurity working group comprised of directors from HEI, the Utility and ASB boards to assist the Audit & Risk Committee in monitoring the Company’s cybersecurity program. Among other things, the cybersecurity working group reviews the effectiveness of the Company’s cybersecurity programs and practices and the impact of emerging cybersecurity developments on the Company, and provides reports on its work and findings to the Audit & Risk Committee.
The Audit & Risk Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein). The Audit & Risk Committee also maintains procedures for receiving and reviewing
confidential reports of potential accounting and auditing concerns. See “Audit & Risk Committee Report” below for additional information about the Audit & Risk Committee.
All Audit & Risk Committee members are independent and qualified to serve on the committee pursuant to NYSE and SEC requirements and the Audit & Risk Committee meets the other applicable requirements of the Securities Exchange Act of 1934, as amended (Exchange Act). Messrs. Dahl, Russell and Scilacci and Mss. Flores and Otani have been determined by the Board to be “audit committee financial experts.”
Compensation & Human Capital Management Committee
Effective November 4, 2021, the Compensation Committee changed its name to the Compensation & Human Capital Management Committee. The responsibilities of the Compensation & Human Capital Management Committee include: (i) overseeing the compensation plans and programs for employees, executives and nonemployee directors of HEI and its subsidiaries, including equity and incentive plans; (ii) reviewing the extent to which risks that may arise from the Company’s compensation policies and practices, if any, may have a material adverse effect on the Company and recommending changes to address any such risks; (iii) evaluating the compliance of ASB’s incentive compensation practices under the principles for sound
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| | | COMMITTEES OF THE BOARD
|
incentive compensation plans for banking organizations; (iv) assessing the independence of any compensation consultant involved in determining or recommending director or executive compensation; and (v) overseeing and monitoring strategies and policies related to human capital management within the workforce, including policies on diversity, equity and inclusion. See “Compensation Discussion and Analysis -— How We Make Compensation Decisions” and “Compensation & Human Capital Management Committee Interlocks and Insider Participation” below for additional information about the Compensation & Human Capital Management Committee. The Compensation & Human Capital Management Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs(documents (documents referenced as being available on HEI'sHEI’s website are not incorporated herein). All Compensation & Human Capital Management Committee members are independent and qualified to serve on this committee pursuant to NYSE requirements and also qualify as “nonemployee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. An independent member of the board of directors of Hawaiian Electric attends meetings of the Compensation & Human Capital Management Committee as a nonvoting representative of such director’s subsidiary board.
Executive Committee
The Executive Committee may exercise the power and authority of the Board when it appears to its members that action is necessary and a meeting of the full Board is impractical. It may also consider other matters concerning HEI that may arise from time to time between Board meetings. The Executive Committee is currently composed of the ChairpersonChair of the Board, who chairs the Executive Committee, the Audit & Risk Committee Chair, the Nominating and Corporate Governance Committee Chair, the Compensation & Human Capital Management Committee Chair, ASB Risk Committee Chair and the HEI President and CEO. The Executive Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein). An independent member of the board of directors of Hawaiian Electric attends meetings of the Executive Committee as a nonvoting representative of such director’s subsidiary board of directors.
Nominating and Corporate Governance Committee
The functions of the Nominating and Corporate Governance Committee include: (i) evaluating the background and qualifications of potential nominees for the Board and for the boards of HEI’s subsidiaries; (ii) recommending to the Board the director nominees to be submitted to shareholders for election at the next Annual Meeting; (iii) assessing the independence of directors and nominees; (iv) recommending the slate of executive officers to be appointed by the Board and subsidiary boards; (v) advising the Board with respect to matters of Board and committee composition and procedures; (vi) overseeing the annual evaluation of the Board, its committees and director nominees; (vii) overseeing succession planning for senior executive positions; (viii) ensuring all Environmental, Social and Governance (ESG) risks and opportunities have appropriate Board oversight, and (ix) making recommendations to the Board and the boards of HEI’s subsidiaries regarding corporate governance and board succession planning matters. The Nominating and Corporate Governance Committee operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs (documents referenced as being available on HEI'sHEI’s website are not incorporated herein). See “Corporate Governance” above for additional information regarding the activities of the Nominating and Corporate Governance Committee. An independent member of the board of directors of Hawaiian Electric attends meetings of the Nominating and Corporate Governance Committee as a nonvoting representative of such director’s subsidiary board of directors.
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DIRECTOR COMPENSATIONDirector Compensation
Director Compensation
How director compensation is determined
The Board believes that a competitive compensation package is necessary to attract and retain individuals with the experience, skills and qualifications needed to serve as a director of a publicly traded company operating in a unique blend of highly regulated industries. Nonemployee director compensation is composed of a mix of cash and shares of HEI'sHEI’s common stock (HEI Common Stock) to align the interests of directors with those of HEI shareholders. Only nonemployee directors are compensated for their service as directors. Mr. Seu, the only current employee director of HEI, does not receive separate or additional compensation for serving as a director. Although Mr. Seu is a member of the Board, neither he nor any other executive officer participates in the determination of nonemployee director compensation.
The Compensation & Human Capital Management Committee reviews nonemployee director compensation at least once every three years and recommends changes to the Board. In 2021, the Compensation & Human Capital Management Committee asked its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), to conduct an evaluation of HEI’s nonemployee director compensation practices. FW Cook assessed the structure of HEI’s nonemployee director compensation program and its value compared to competitive market practices of utility peer companies, similar to the assessments used in its executive compensation review. The 2021 analysis took into
consideration the duties and scope of responsibilities of directors. The Compensation & Human Capital Management Committee reviewed the analysis in determining its recommendations concerning the appropriate nonemployee director compensation, including cash retainers, stock awards and meeting fees for HEI directors. Based on the 2021 analysis, the Compensation & Human Capital Management Committee recommended, and the Board approved, for HEI Non-Employee Directors: (i) an increase of $10,000 (from $75,000 to $85,000) to the annual cash retainer; (ii) an increase of $20,000 (from $100,000 to $120,000) to the value of the annual stock award; and (iii) an increase of $5,000 (from $20,000 to $25,000) to the cash retainer for HEI committee chairs. For Hawaiian Electric and ASB Non-Employee Directors, the Compensation & Human Capital Management Committee recommended, and the Hawaiian Electric and ASB Board, as applicable, approved: (i) an increase of $6,000 (from $45,000 to $51,000) to the annual cash retainer; (ii) an increase of $11,000 (from $55,000 to $66,000) to the value of the annual stock award; and (iii) an increase to the annual cash retainer for subsidiary committee chairs as follows: (x) of $3,750 (from $15,000 to $18,750) for the Hawaiian Electric Audit & Risk Committee Chair and ASB Audit Committee Chair; and (y) of $5,000 (from $20,000 to $25,000) for the ASB Risk Committee Chair. The foregoing increases became effective January 1, 2022.
Components of director compensation
Cash retainer. HEI nonemployee directors received the cash amounts shown below as retainer for their 20212022 Board service and for their 20212022 service on HEI and subsidiary board committees. No separate cash fees are paid to HEI directors for service on subsidiary company boards, except to the extent that they serve on any committee of a subsidiary board. Cash retainers were paid in quarterly installments.
| | Position* | | | 20212022 Annual Retainer
| |
| | HEI Nonexecutive ChairpersonChair of the Board | | | | | 125,000 | | |
| | HEI Director | | | 75,000
| | 85,000 | | |
| | HEI Audit & Risk Committee Chair | | | 20,000
| | 25,000 | | |
| | HEI Compensation & Human Capital Management Committee Chair | | | 20,000
| | 25,000 | | |
| | HEI Nominating and Corporate Governance Committee Chair | | | 20,000
| | 25,000 | | |
| | HEI Audit & Risk Committee Member | | | | | 10,000 | | |
| | HEI Compensation & Human Capital Management Committee Member | | | | | 10,000 | | |
| | HEI Nominating and Corporate Governance Committee Member | | | | | 10,000 | | |
| | Hawaiian Electric Audit & Risk Committee Chair | | | 15,000
| | 18,750 | | |
| | Hawaiian Electric Audit & Risk Committee Member | | | | | 7,500 | | |
| | ASB Audit Committee Chair | | | 15,000
| | 18,750 | | |
| | ASB Audit Committee Member | | | | | 7,500 | | |
| | ASB Risk Committee Chair | | | 20,000
| | 25,000 | | |
| | ASB Risk Committee Member | | | | | 10,000 | | |
*
| No additional retainer is paid for service on the HEI Executive Committee. |
*
No additional retainer is paid for service on the HEI Executive Committee.
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Extra meeting fees. Nonemployee directors are also entitled to meeting fees for each board or committee meeting (other than the Executive Committee) attended (as member or chair) after the number of meetings specified below.
| HEI Board | | | $1,500 per meeting after 8 meetings | |
| HEI Audit & Risk Committee | | | $1,500 per meeting after 10 meetings | |
| HEI Compensation & Human Capital Management Committee | | | $1,500 per meeting after 6 meetings | |
| HEI Nominating and Corporate Governance Committee | | | $1,500 per meeting after 6 meetings | |
| Hawaiian Electric Audit & Risk Committee | | | $1,000 per meeting after 6 meetings | |
| ASB Audit Committee | | | $1,000 per meeting after 10 meetings | |
| ASB Risk Committee | | | $1,000 per meeting after 6 meetings | |
Stock awards. On June 30, 2021,2022, each HEI nonemployee director at that time other than Ms. Zlotnicka, received shares of HEI Common Stock with a value equal to $100,000$120,000 (directors who were appointed after June 30, 2022 received a prorated stock grant) as an annual grant under HEI’s 2011 Nonemployee Director Stock Plan (2011 Director Plan), which was approved by HEI shareholders on May 10, 2011 for the purpose of further aligning directors’ and shareholders’ interests. The number of shares issued to each HEI nonemployee director was determined based on the closing sales price of HEI Common Stock on the NYSE on June 30, 2021.2022. Stock grants to nonemployee directors under the 2011 Director Plan are made annually on the last business day in June and vest immediately. HEI considers the 2011 Director Plan to be an important vehicle for the appropriate compensation of its nonemployee directors. Ms. Zlotnicka did not receive a stock grant in 2021. Ms. Flores received a prorated stock grant as of December 1, 2021.
Maximum compensation. At its October 29, 2018 meeting, the Compensation & Human Capital Management Committee recommended, and the Board approved, Nonemployee directors are subject to a maximum annual compensation limit of $600,000, for any nonemployee director, which includes the aggregate grant date fair value of all awards granted to any nonemployee director during any single calendar year plus the aggregate amount of all cash earned and paid or payable to such director for services rendered for the same year.
Deferred compensation. Nonemployee directors may participate in the HEI Deferred Compensation Plan implemented in 2011 (2011 Deferred Compensation Plan) and described under “Compensation Discussion and Analysis — Benefits — Deferred Compensation Plans” below. Under the plan, deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential. Participants may elect the timing upon which distributions are to begin following separation from service (including retirement) and may choose to receive such distributions in a lump sum or in installments over a period of up to 15 years. Lump sum benefits are payable in the event of disability or death. OneNo nonemployee director participated in this plan in 2021.2022. Nonemployee directors are also eligible to participate in the prior HEI Nonemployee Directors’ Deferred Compensation Plan, as amended January 1, 2009, although no nonemployee director deferred compensation under such plan in 2021.2022.
Health benefits. Nonemployee directors may participate, at their election and at their cost, in the group employee medical, vision and dental plans generally made available to HEI, Hawaiian Electric or ASB employees. No nonemployee director participated in such plans in 2021.
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20212022 DIRECTOR COMPENSATION TABLE
The table below shows the compensation paid to HEI nonemployee directors for 2021.2022.
| | Name | | | Fees Earned
or Paid in Cash
($)1 | | | Stock Awards
($)2 | | | Changes in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($) | | | All Other
Compensation
($) | | | Total
($) | |
| | Celeste A. Connors | | | | | 95,000 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 215,000 | | |
| | Richard J. Dahl | | | | | 121,500 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 241,500 | | |
| | Thomas B. Fargo, HEI Chair3 | | | | | 230,000 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 350,000 | | |
| | Elisia K. Flores | | | | | 112,113 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 232,113 | | |
| | Peggy Y. Fowler | | | | | 120,000 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 240,000 | | |
| | Micah A. Kāne | | | | | 102,363 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 222,363 | | |
| | Michael J. Kennedy4 | | | | | 85,636 | | | | | | 91,068 | | | | | | — | | | | | | — | | | | | | 176,704 | | |
| | Keith P. Russell | | | | | 132,000 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 252,000 | | |
| | William James Scilacci, Jr. | | | | | 111,500 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | 231,500 | | |
1
Represents cash retainers for Board and committee service (as detailed below).
2
For all HEI nonemployee directors other than Mr. Kennedy, this amount represents an HEI stock award in the value of $120,000, as described above under “Stock Awards”. Mr. Kennedy received a prorated stock award in the value of $91,068, as described below under footnote 4.
3
Includes fees Adm. Fargo earned as Chair of the Board. Adm. Fargo’s responsibilities as HEI Chair are described above under “Corporate Governance — The Board’s leadership structure.”
4
Mr. Kennedy was appointed to the HEI Board effective August 1, 2022. Mr. Kennedy received an equity grant and a cash fee in each case in an amount prorated for the period August 1, 2022 to May 5, 2023. Stock award also includes the allocated HEI portion of his original subsidiary equity grant.
| | Celeste A. Connors | | | 89,500 | | | 100,000 | | | — | | | — | | | 189,500 | |
| | Richard J. Dahl | | | 111,000 | | | 100,000 | | | — | | | — | | | 211,000 | |
| | Thomas B. Fargo, HEI Chairperson3 | | | 227,500 | | | 100,000 | | | — | | | — | | | 327,500 | |
| | Elisia K. Flores4 | | | 62,527 | | | 42,740 | | | — | | | — | | | 105,267 | |
| | Peggy Y. Fowler | | | 112,500 | | | 100,000 | | | — | | | — | | | 212,500 | |
| | Micah A. Kāne | | | 91,000 | | | 100,000 | | | — | | | — | | | 191,000 | |
| | Mary G. Powell5 | | | 50,815 | | | 100,000 | | | — | | | — | | | 150,815 | |
| | Keith P. Russell | | | 120,000 | | | 100,000 | | | — | | | — | | | 220,000 | |
| | William James Scilacci, Jr. | | | 98,000 | | | 100,000 | | | — | | | — | | | 198,000 | |
| | Eva T. Zlotnicka6 | | | 32,225 | | | — | | | — | | | — | | | 32,225 | |
1
| Represents cash retainers for Board and committee service (as detailed below). |
2
| For all HEI nonemployee directors other than Mss. Zlotnicka and Flores, this amount represents an HEI stock award in the value of $100,000, as described above under “Stock Awards”. Ms. Zlotnicka did not receive a stock award in 2021. Ms. Flores received a prorated stock award in the value of $42,740, as described below under footnote 4. |
3
| Includes fees Adm. Fargo earned as Chairperson of the Board. Adm. Fargo's responsibilities as HEI Chairperson are described above under “Corporate Governance —The Board's leadership structure.” |
4
| Ms. Flores was appointed to the HEI Board effective December 1, 2021. Ms. Flores received an equity grant and a cash fee in each case in an amount prorated for the period December 1, 2021 to May 6, 2022. Stock award also includes the allocated HEI portion of her original subsidiary equity grant. |
5
| Ms. Powell resigned from the HEI Board effective as of August 5, 2021. The amounts shown as cash fees paid reflect a partial year of service. |
6
| Ms. Zlotnicka resigned from the HEI Board effective as of May 17, 2021. Ms. Zlotnicka did not receive an equity grant in 2021 and amounts shown as cash fees paid reflect a partial year of service. |
The table below shows the detail of cash retainers paid to HEI nonemployee directors for Board and committee service (including subsidiary committee service) in 2021.2022.
| | Name | | | HEI
Board
Retainer
($) | | | HEI
Committee
Retainer
($) | | | HEI
Chair
Retainer
($) | | | HEI Extra
Meeting
Fees1
($) | | | ASB
Board
Retainer
($) | | | ASB
Audit
Committee
Retainer
($) | | | ASB
Risk
Committee
Retainer
($) | | | ASB
Extra
Meeting
Fees1
($) | | | Total
($) | |
| | Celeste A. Connors | | | | | 85,000 | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 95,000 | | |
| | Richard J. Dahl | | | | | 85,000 | | | | | | 35,000 | | | | | | — | | | | | | 1,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 121,500 | | |
| | Thomas B. Fargo, HEI Chair2 | | | | | 85,000 | | | | | | 20,000 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 230,000 | | |
| | Elisia K. Flores | | | | | 85,000 | | | | | | 7,363 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,750 | | | | | | — | | | | | | 1,000 | | | | | | 112,113 | | |
| | Peggy Y. Fowler | | | | | 85,000 | | | | | | 35,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | |
| | Micah A. Kāne | | | | | 85,000 | | | | | | 17,363 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 102,363 | | |
| | Michael J. Kennedy | | | | | 35,340 | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,796 | | | | | | 7,500 | | | | | | 10,000 | | | | | | 3,000 | | | | | | 85,636 | | |
| | Keith P. Russell | | | | | 85,000 | | | | | | 10,000 | | | | | | — | | | | | | 1,500 | | | | | | — | | | | | | 7,500 | | | | | | 25,000 | | | | | | 3,000 | | | | | | 132,000 | | |
| | William James Scilacci, Jr. | | | | | 85,000 | | | | | | 25,000 | | | | | | — | | | | | | 1,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 111,500 | | |
1
| | Celeste A. Connors2 | | | 75,000 | | | 10,000 | | | — | | | 4,500 | | | — | | | — | | | — | | | — | | | 89,500 | |
| | Richard J. Dahl | | | 75,000 | | | 30,000 | | | — | | | 6,000 | | | — | | | — | | | — | | | — | | | 111,000 | |
| | Thomas B. Fargo, HEI Chairperson3 | | | 75,000 | | | 20,000 | | | 125,000 | | | 7,500 | | | — | | | — | | | — | | | — | | | 227,500 | |
| | Elisia K. Flores4 | | | 6,318 | | | — | | | — | | | — | | | 41,209 | | | 15,000 | | | — | | | — | | | 62,527 | |
| | Peggy Y. Fowler | | | 75,000 | | | 30,000 | | | — | | | 7,500 | | | — | | | — | | | — | | | — | | | 112,500 | |
| | Micah A. Kāne | | | 75,000 | | | 10,000 | | | — | | | 6,000 | | | — | | | — | | | — | | | — | | | 91,000 | |
| | Mary G. Powell5 | | | 44,837 | | | 5,978 | | | — | | | — | | | — | | | — | | | — | | | — | | | 50,815 | |
| | Keith P. Russell | | | 75,000 | | | 10,000 | | | — | | | 4,500 | | | — | | | 7,500 | | | 20,000 | | | 3,000 | | | 120,000 | |
| | William James Scilacci, Jr. | | | 75,000 | | | 20,000 | | | — | | | 3,000 | | | — | | | — | | | — | | | — | | | 98,000 | |
| | Eva T. Zlotnicka6 | | | 28,434 | | | 3,791 | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,225 | |
1
| Represents extra meeting fees earned for attending Board and committee meetings in excess of the number of meetings specified in “Director Compensation — Components of director compensation — Extra meeting fees.” |
2
| In 2021, Ms. Connors elected to defer $8,000 of her fees under the 2011 Deferred Compensation Plan. Ms. Connors did not have above-market or preferential earnings on nonqualified deferred compensation in 2021. |
3
| Adm. Fargo's fees include fees earned as Chairperson. |
4
| Ms. Flores was appointed to the HEI Board effective as of December 1, 2021. Ms. Flores received an equity grant and a cash fee in each case in an amount prorated for the period December 1, 2021 to May 6, 2022. |
5
| Ms. Powell resigned from the HEI Board effective as of August 5, 2021. The amounts shown as cash fees paid reflect a partial year of service. |
6
| Ms. Zlotnicka resigned from the HEI Board effective as of May 17, 2021. The amounts shown as cash fees paid reflect a partial year of service. |
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Adm. Fargo’s fees include fees earned as Chair.
Director stock ownership and retention
HEI directors are required to own and retain HEI Common Stock throughout their service with the Company. Each director has until his or her compliance date (January 1 of the year following the fifth anniversary of the later of (i) amendment to his or her required level of stock ownership, or (ii) first becoming subject to the requirements), to reach the following ownership levels:
Chairperson of the Board — the number of sharesown that are equal in value to two times the Chairperson's annual cash retainer
Other HEI directors — the number of shares that are equal in value to five times the director'sdirector’s annual cash retainerretainer.
As of January 1, 2022,2023, each director who had reached his or her compliance date had achievedmet his or her stock
ownership target.requirement. Until reaching the applicable stock ownership target, directors must retain all shares received under their annual stock retainer. The Compensation & Human Capital Management Committee has the authority to approve hardship exceptions to these retention requirements.
On February 11, 2022, the Board approved amending the stock ownership policy so that the Chairperson of the Board is subject to the same ownership requirement as all other directors: the number of shares that are equal in value to five times the director's annual cash retainer without consideration of the value of the chair retainer.
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PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF HEI’S NAMED EXECUTIVE OFFICERS
| | | |
PROPOSAL NO.Proposal No. 2:
ADVISORY VOTE TO APPROVE THE COMPENSATION OFAdvisory Vote to Approve the Compensation of HEI’S
NAMED EXECUTIVE OFFICERSNamed Executive Officers
Proposal No. 2: Advisory Vote to Approve the
Compensation of HEI’S Named Executive Officers
We are asking for your advisory vote on the compensation of our named executive officers as described in this Proxy Statement. This proposal, which we present to our shareholders on an annual basis and commonly known as the “say-on-pay” proposal, gives shareholders the opportunity to express their views on the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.
The Compensation & Human Capital Management Committee and Board believe that HEI’s executive compensation program is effective in achieving our goals of creating long-term value for shareholders and attracting, motivating and retaining the talent necessary to create such value. Accordingly, the Board recommends that you vote FOR the following resolution:
Resolved, that the shareholders approve, in a non-binding advisory vote, the compensation of HEI’s named executive officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables sections of the Proxy Statement for the 20222023 Annual Meeting of Shareholders.
Please read the Compensation Discussion and Analysis and Executive Compensation Tables portions of this Proxy Statement. These sections describe the Company’s executive compensation policies and practices and the compensation of our named executive officers.
While the say-on-pay vote is advisory and is, therefore, nonbinding, the Compensation & Human Capital Management Committee and Board consider the vote results when making future decisions regarding HEI’s executive compensation.
| | | ✓ FOR | | | The Board recommends that you vote FOR the advisory resolution approving the compensation of HEI’s Named Executive Officers as disclosed in this Proxy Statement. | | |
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis
Compensation Discussion and Analysis
This section describes our executive compensation program and the compensation decisions made for our 20212022 named executive officers. For 2021,2022, we have six named executive officers: our Chief Executive Officer, our current Chief Financial Officer (who served as Interim Chief Financial Officer during 2022), our former Chief Financial Officer, our General Counsel, and the chief executives at Hawaiian Electric (our electric utility subsidiary) and the current and former chief executive at ASB (our bank subsidiary):
| | Name | | | Title | | | Entity | |
| | ConstanceScott W. H. Lau1
Seu | | | HEI President & CEO | | | Holding company | |
| | Gregory C. Hazelton
Paul K. Ito1 | | | HEI Executive Vice President, and Chief Financial Officer and Treasurer1 | | | Holding company | |
| | Kurt K. Murao | | | HEI Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary | | | Holding company | |
| | Scott W. H. Seu2
Shelee M. T. Kimura | | | Hawaiian Electric President & CEO | | | Electric utility subsidiary | |
| | Ann C. Teranishi3 | | | ASB President & CEO | | | Bank subsidiary | |
| | Richard F. Wacker4
Gregory C. Hazelton2 | | | Former ASBHEI Executive Vice President & CEO and Chief Financial Officer | | | Bank subsidiary
Holding company | |
1.
| Mr. Seu succeeded Ms. Lau as President and CEO of HEI effective January 1, 2022. |
2.
| Mr. Seu became President and CEO of HEI effective January 1, 2022. For more information, please see the Form 8-K filed with the SEC on October 5, 2021. |
3.
| Ms. Teranishi was promoted to President and CEO of ASB effective May 7, 2021. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
4.
| Mr. Wacker resigned as President and CEO of ASB effective May 7, 2021. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
1
Mr. Ito served as Interim Chief Financial Officer from July 2, 2022 to December 31, 2022, and was appointed Executive Vice President, Chief Financial Officer and Treasurer effective January 1, 2023.
2
Mr. Hazelton retired effective July 2, 2022.
For more information regarding HEI'sHEI’s executive officers, see the paragraph entitled “Information About Our Executive Officers (HEI)” in Part I of HEI'sHEI’s annual report on Form 10-K for the fiscal year ending December 31, 2021 (HEI's 20212022 (HEI’s 2022 Form 10-K), which is incorporated by reference herein.
20212022 Executive summary
SummaryOur guiding principles shape our program design and pay decisions
In designing HEI’s executive compensation program and making pay decisions, the Compensation & Human Capital Management Committee follows these guiding principles:
•
Pay should reflect Company performance, particularly over the long-term.
•
Compensation programs should align executives’ interests with those of our shareholders and other stakeholders.
•
Programs should be designed to attract, motivate and retain talented executives who can drive the Company’s success.
•
The cost of programs should be reasonable while maintaining their purpose and benefit.
Key design features
Straightforward design. The compensation program for our named executive officers comprises four primary elements: base salary, performance-based annual incentives, performance-based long-term incentives earned over three years, and time-based restricted stock units (RSUs) that, beginning with grants made in 2021, vest in equal annual installments over three years.
Emphasis on performance-based pay. Through the target compensation mix, we emphasize performance-based pay over fixed pay, with the majority of the target compensation opportunity for our named executive officers being linked to the Company’s financial, market and operating results.
Balance between short- and long-term components. The compensation program also balances the importance of achieving long-term strategic priorities and critical short-term goals that support long-term objectives.
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COMPENSATION DISCUSSION AND ANALYSIS
| | | |
Compensation Discussion and Analysis
Our compensation practices demonstrate our commitment to sound governance
The tables below summarize our current executive compensation practices — both what we do (to drive performance and manage risk) and what we don’t do:
| | | What We Do | | |
| | | ✓ | | | Link pay to performance | | |
| | | ✓ | | | Utilize rigorous performance conditions that encourage long-term value creation | | |
| | | ✓ | | | Balance short- and long-term compensation to promote sustained performance over time | | |
| | | ✓ | | | Grant majority of long-term incentives in the form of performance-based awards | | |
| | | ✓ | | | Use the competitive median as a reference point in setting compensation levels | | |
| | | ✓ | | | Review tally sheets when making compensation decisions | | |
| | | ✓ | | | Mitigate undue risk in compensation programs | | |
| | | ✓ | | | Utilize “double-trigger” change-in-control agreements | | |
| | | ✓ | | | Maintain a clawback policy for performance-based compensation | | |
| | | ✓ | | | Require stock ownership and retention by named executive officers; CEO must own five times the CEO'sCEO’s base salary and each of the other NEOs must own two times their respective base salary | | |
| | | ✓ | | | Prohibit pledging of Company stock and transactions designed to hedge the risk of stock ownership | | |
| | | ✓ | | | Utilize an independent compensation consultant to advise the Compensation & Human Capital Management Committee | | |
| | | What We Don’t Do | | |
| | | | | | No employment contracts | | |
| | | | | | No tax gross ups, except under the Executive Death Benefit Plan which was frozen in 2009 | | |
| | | | | | No compensation programs that are reasonably likely to create material risk to the Company | | |
| | | | | | No significant perquisites | | |
| | | | | | No dividends or dividend equivalents on unearned performance shares | | |
20212022 say-on-pay results and 20212022 program
At our 20212022 Annual Meeting of Shareholders, approximately 95%96% of votes cast approved our executive compensation program through the advisory say-on-pay vote. While we consistently receive strong shareholder support for our executive compensation program, the Compensation & Human Capital Management Committee continues to strive to further align HEI and Hawaiian Electric’s executive compensation with the Company'sCompany’s priority environmental, social and governance (ESG) objectives. For 2021,2022, this included tying 20% of HEI'sHEI’s and Hawaiian Electric'sElectric’s executive long-term incentive compensation for the 2021-232022-24 performance period to exceeding the renewable energy goals under the Statereduction of Hawai‘i’s RPS law by setting RPS compensation targets at 40%-50% RPS by 2023, thereby incentivizing executives to reach the statutory 40% RPS level well ahead of the 2030 requirement under the Hawai‘i RPS law.CO2 equivalent emissions (from power generation) from 2005 levels. HEI and Hawaiian Electric are also promoting the decarbonization of Hawai‘i’s economy through Hawaiian Electric'sElectric’s annual incentive programs by
tying 5%10% of Hawaiian Electric's 2021Electric’s 2022 annual performance-based executive compensation to growth of electric vehicle kWh salesachieving certain electrification and other related revenue.renewable portfolio standard targets. Hawaiian Electric's 2021Electric’s 2022 annual performance-based executive compensation metrics also include goals related to employee safety (10%(15%) and human capital management goals related to engagement, leadership development and diversity, equity and inclusion (15%(10%).
Beginning with the 2022-24 performance period, in light of Hawaiian Electric's new goal to reduce carbon emissions 70% by 2030 compared to a 2005 baseline, the climate goal component of the long-term incentive plan will focus on carbon emissions reductions achieved rather than RPS achievement.
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
Compensation Discussion and Analysis
How we make compensation decisions
We Make Compensation Decisions
Our roles in determining compensation are well-defined
Role of the Compensation & Human Capital Management Committee
The Compensation & Human Capital Management Committee oversees the design and implementation of our executive compensation program. On an annual basis, the Compensation & Human Capital Management Committee engages in a rigorous process to arrive at compensation decisions regarding the named executive officers. In the course of this process, the Compensation & Human Capital Management Committee:
•
Engages in extensive deliberations in meetings held over several months
•
Consults with its independent compensation consultant during and outside of meetings
•
Focuses on the Company’s long-term strategy and nearer-term goals to effect such strategy in setting performance metrics and goals
•
Reviews tally sheets for each named executive officer to understand how the elements of compensation relate to each other and to the compensation package as a whole (the tally sheets include fixed and variable performance-based compensation, minimal perquisites and change in pension value for current and past periods)
•
Examines data and analysisanalyses prepared by its independent compensation consultant concerning peer group selection, comparative compensation data and evolving best practices
•
Reviews Company performance and discusses assessments of the individual performance of senior members of management
•
Analyzes the reasonableness of incentive payouts in light of the long-term benefits to shareholders
•
Considers trends in compensation to determine whether incentive programs are working effectively, and
•
Reviews risk assessments to determine whether compensation programs and practices carry undue risk
Early each year, the Compensation & Human Capital Management Committee determines compensation earned under incentive plans with respect to performance periods ending in the prior year, establishes performance metrics and goals for incentive plans beginning in the current year and recommends to the Board and subsidiary boards the level of compensation and mix of pay elements for each named executive officer.
Role of the independent directors as a whole
The independent directors evaluate the CEO’s performance, consider Compensation & Human Capital Management Committee recommendations concerning the CEO’s pay and determine the CEO’s compensation. The Board and
subsidiary boards also review the performance of, and Compensation & Human Capital Management Committee recommendations concerning, the other named executive officers and approve their compensation.
Role of executive officers
Our CEO, who is also a member of the Board, assesses and reports on the performance of the other named executive officers and makes recommendations to the Compensation & Human Capital Management Committee with respect to their levels of compensation and mix of pay elements. The CEO also participates in Board deliberations regarding the Compensation & Human Capital Management Committee'sCommittee’s recommendations on the other named executive officers. The CEO does not participate in the deliberations of the Compensation & Human Capital Management Committee to recommend, or of the Board to determine, the CEO’s own compensation.
Management supports the Compensation & Human Capital Management Committee in executing its responsibilities by providing data and other materials for Compensation & Human Capital Management Committee meetings (including tally sheets and recommendations regarding performance metrics, goals and pay mix); by attending portions of Compensation & Human Capital Management Committee meetings as appropriate to provide perspective and expertise relevant to agenda items; and by supplying such other data and information as may be requested by the Compensation & Human Capital Management Committee and/or its independent compensation consultant.
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COMPENSATION DISCUSSION AND ANALYSIS
| | | |
Compensation consultant & consultant independence
The Compensation & Human Capital Management Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), is retained by, and reports directly to, the Compensation & Human Capital Management Committee. FW Cook provides the Compensation & Human Capital Management Committee with independent expertise on market practices and developments in executive compensation, compensation program design, peer group composition and competitive pay levels, and provides related research, data and analyses. FW Cook also advises the Compensation & Human Capital Management Committee regarding analyses and proposals presented by management related to executive compensation. A representative of FW Cook attends Compensation & Human Capital Management Committee meetings, participates in Compensation & Human Capital Management Committee executive sessions and communicates directly with the Compensation & Human Capital Management Committee.
Compensation Discussion and Analysis
In early 2022,2023, as in prior years, the Compensation & Human Capital Management Committee evaluated FW Cook’s independence, taking into account all factors it considered relevant, including the factors specified in the NYSE listing standards and the absence of other relationships between FW Cook and the Company, its directors or executive officers. Based on such factors and FW Cook’s independence policy, which was shared with the Compensation & Human Capital Management Committee, the Compensation & Human Capital Management Committee concluded that FW Cook is independent and that the work of FW Cook has not raised any conflict of interest.
We
use comparative market dataUse Comparative Market Data as a
reference pointReference Point for
compensationCompensation
Compensation benchmarking
The Compensation & Human Capital Management Committee considers market data from peer group companies as a reference point in determining the named executive officers’ pay components and target compensation opportunity (composed of base salary, performance-based annual incentive, performance-based long-term incentive and time-vested RSUs). The Compensation & Human Capital Management Committee may decide that an executive’s compensation opportunity should be higher or lower in relation to peers based on considerations including internal equity, the executive’s level of responsibility, experience, expertise and past performance, as well as retention and succession objectives.
Information from public company proxy statements for peer group companies was used to provide comparative market data in setting 20212022 compensation for all named executive officers. Data from the Willis Towers Watson Energy Services Survey was also used in establishing 20212022 compensation. The survey data were size-adjusted based on HEI’s and Hawaiian Electric’s revenues for appropriate comparisons.
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
Peer Groups
Compensation peers
Because companies in HEI’s, the Bank’s and Utility’s peer groups and the industries in which they operate continually change, the Compensation & Human Capital Management Committee annually reviews the peer groups used in benchmarking for HEI and subsidiary executive compensation, with analysis and recommendations provided by FW Cook, to ensure that the companies within
the peer groups remain appropriate. For 20212022 compensation, the Compensation & Human Capital Management Committee determined, with input from FW Cook, that certain changes to the companies in Hawaiian Electric’sthe Utility’s and ASB’s 2020 compensation peer groups were appropriate. The selection criteria and resulting 20212022 peer groups are set forth below.
Compensation Discussion and Analysis
| | | | | | | HEI 20212022 Peer Group (applies to
Ms. Lau, Mr. Hazelton
Messrs. Seu, Ito, Murao and Mr. Murao)
Hazelton) | | | | Utility Subsidiary 20212022 Peer
Group (applies
(applies to Mr. Seu) Ms. Kimura) | | | | Bank Subsidiary 20212022 Peer
Group (applies
(applies to Ms. Teranishi and Mr. Wacker) Teranishi) | | |
| | | Selection Criteria | | | | •
Publicly traded, US-based electric and multi-utility companies
•
Revenue balanced in a range of approximately 0.4x to 2.5x HEI’s revenue revenue
•
Market cap balanced in a range of approximately 0.4x to 2.5x HEI'sHEI’s revenue revenue
•
Location as a secondary consideration | | | | •
Electric and multi-utility companies from HEI’s peer group
•
Revenue balanced in a range of approximately 0.4x to 2.5x Hawaiian Electric’s revenue
•
Market cap and location as secondary considerations | | | | •
Regional banks and thrifts
•
Revenue balanced in a range of approximately 0.75x0.5x to 2x ASB'sASB’s revenue revenue
•
Total assets balanced in a range of approximately 0.5x to 2x ASB’s total assets
•
Secondary consideration of 2 of 3 of the following:
• proportion
◦
Proportion of loan portfolio composed of over 30% single family and less than 85% residential residential
• located◦
Located on the west coast or Hawai‘i Hawai‘i
• ratio◦
Ratio of noninterest income to operating revenue from 10%-40% | | |
| | | Peer Group for 20212022 Compensation | | | ALLETTE,
| ALLETE, Inc.
Alliant Energy Corp.
AVANGRID, Inc.
Avista Corp.
Black Hills Corp.
Evergy, Inc.
IDACORP, Inc.
MDU Resources Group Inc.
NiSource Inc.
Northwestern Corp
OGE Energy Corp.
Pinnacle West Capital Corp.
PNM Resources Inc.
Portland General Electric
| | | | ALLETTE, Inc.
Alliant Energy Corp.
Avista Corp.
Black Hills Corp.
Evergy, Inc.
IDACORP, Inc.
MDU Resources Group Inc.
NiSource Inc.
Northwestern Corp.
OGE Energy Corp.
Pinnacle West Capital Corp.
PNM Resources Inc.
Portland General Electric
| | | | Ameris Bancorp
Bank of Hawai‘i
Berkshire Hills Bancorp
Central Pacific Financial
Community Bank System
CVB Financial
First Busey
First Financial Bank
First Hawaiian Bank
Heritage Financial
Independent Bank
Park National
Renasant Corp
Republic Bancorp
Sandy Spring Bancorp
Seacoast Banking
South State
Tompkins Financial
TriCo Bancshares
Westamerica Bancorp
| |
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COMPENSATION DISCUSSION AND ANALYSIS
| | | |
In addition to the peer companies used for benchmarking executive compensation, certain of the performance metrics used in the long-term incentive plans (described below under “What we pay and why: Compensation elements and 20212022 pay decisions Long-term performance-
basedperformance-based incentives”) are based on performance relative to performance peers. HEI’s Relative TSR performance is based on HEI’s performance compared to the utilities in the Edison Electric Institute (EEI) Index.
20212022 Edison Electric Institute (EEI) Index Peers for HEI Long-Term Incentive Plan Relative TSR Metric
The EEI is an association of U.S. shareholder-owned electric companies that are representative of comparable investment alternatives to HEI. The EEI’s members serve virtually all of the ultimate customers in the shareholder-owned segment of the industry. The following companies comprise the 20212022 EEI Index used for HEI’s Relative TSR metric:
| | | ALLETTE, Inc.
Alliant Energy Corp.
Ameren Corp.
American Electric
Power Co., Inc.
AVANGRID, Inc.
Avista Corp.
Black Hills Corp.
Centerpoint Energy, Inc.
CMS Energy Corp.
Consolidated Edison, Inc.
| | | | Dominion Energy, Inc.
DTE Energy Co.
Duke Energy Corp.
Edison International
Entergy Corp.
Evergy, Inc.
Eversource Energy
Exelon Corp.
FirstEnergy Corp.
IDACORP, Inc.
| | | | MDU Resources
Group Inc.
MGE Energy, Inc.
NextEra Energy, Inc.
NiSource Inc.
Northwestern
NorthWestern Corp.
OGE Energy Corp.
Otter Tail Corp.
PG&E Corp.
Pinnacle West Capital Corp.
PNM Resources Inc.
| | | | Portland General Electric
PPL Corp.
Public Service Enterprise Group Inc.
Sempra Energy
Southern Co.
Unitil Corp.
WEC Energy Group, Inc.
Xcel Energy Inc.
| | |
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
Compensation Discussion and Analysis
What we payWe Pay and why:Why: Compensation elementsElements and 2021 pay decisions
2022 Pay Decisions
Each element of compensation supports important objectives
The total compensation program for named executive officers is made up of the five standard components summarized below. Each component fulfills important objectives that reflect our focus on pay for performance, competitive programs to attract and retain talented executives and aligning executive decisions with the interests of the Company and our shareholders. These elements are described in further detail in the pages that follow.
| | Compensation Element | | | Summary | | | Objectives | |
| | Base Salary | | | Fixed level of cash compensation set in reference to peer group median (may vary based on performance, experience, responsibilities, expertise and other factors). | | | Attract and retain talented executives by providing competitive fixed cash compensation. | |
| | Annual Performance-Based Incentives | | | Variable cash award based on achievement of pre-set performance goals for the year. Award opportunity is determined as a percentage of base salary. Performance below threshold levels yields no incentive payment. | | | Drive achievement of key business results linked to short-term and long-term strategy and reward executives for their contributions to such results. Balance compensation cost and return by paying awards based on performance. | |
| | Long-Term Performance- BasedPerformance-Based Incentives | | | Variable equity award based on meeting pre-set performance objectives over a 3-year period. Award opportunity is determined as a percentage of base salary. Performance below threshold levels yields no incentive payment. | | | Motivate executives and align their interests with those of shareholders by promoting long-term value growth and by paying awards in the form of equity. Balance compensation cost and return by paying awards based on performance. | |
| | Annual RSU Grant | | | Annual equity grants in the form of RSUs that vest in equal installments over 3 years (beginning with grants made in 2021). Amount of grant is determined as a percentage of base salary. | | | Promote alignment of executive and shareholder interests by ensuring executives have significant ownership of HEI stock. Retain talented leaders through multi-year vesting. | |
| | Benefits | | | Includes defined benefit pension plans and defined contribution plan (for HEI/Utility employees) and defined contribution plan (for Bank employees); deferred compensation plans; double-trigger change-in-control agreements; minimal perquisites; and an executive death benefit plan (frozen since 2009). | | | Enhance total compensation with meaningful and competitive benefits that promote retention and peace of mind and contribute to financial security. Double-trigger change-in-control agreements encourage focused attention of executives during major corporate transitions. | |
Changes to compensation elements in 2021
2022
On an annual basis, the Compensation & Human Capital Management Committee reviews and recommends each named executive officer’s target compensation opportunity, which is composed of base salary, target annual cash and target long-term equity opportunities. Target annual cash and long-term equity opportunities are established as a percentage of the named executive officer’s base salary. The Compensation & Human Capital Management Committee made the changes to compensation for 20212022 shown in the table below.
| | Constance H. Lau | | | 950,217 | | | 955,000 | | | 100 | | | same | | | 175 | | | 250 | | | 75 | | | same | |
| | Gregory C. Hazelton | | | 543,750 | | | 546,400 | | | 60 | | | 65 | | | 80 | | | 119 | | | 50 | | | 773 | |
| | Kurt K. Murao | | | 352,000 | | | 402,000 | | | 55 | | | 60 | | | 60 | | | 76 | | | 45 | | | same | |
| | Scott W. H. Seu | | | 419,750 | | | 506,667 | | | 75 | | | 80 | | | 80 | | | 98 | | | 754 | | | 60 | |
| | Ann C. Teranishi5 | | | 329,600 | | | 473,707 | | | 50 | | | 70 | | | 30 | | | 72 | | | 20 | | | 50 | |
| | Richard F. Wacker6 | | | 717,700 | | | 717,700 | | | 80 | | | same | | | 80 | | | 120 | | | 20 | | | same | |
1
| Base salary increases for 2020 for Ms. Lau and Mr. Hazelton became effective March 1, 2020. Base salary increases for 2021 for Messrs. Murao and Seu became effective March 1, 2021. Base salaries that became effective March 1, 2020 and 2021 are prorated amounts to include two months of 2019 and 2020 base salary, respectively, and ten months of 2020 and 2021 base salary, respectively. Mr. Seu's 2020 base salary increase became effective upon |
| | | | | Base Salary1
($) | | | Performance-based
Annual Incentive
(Target Opportunity2
as % of
Base Salary) | | | Performance-based
Long-term Incentive
(Target Opportunity2
as % of
Base Salary) | | | RSUs
(Value as % of
Base Salary) | |
| | Name | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021-23 | | | 2022-24 | | | 2021 | | | 2022 | |
| | Scott W. H. Seu | | | | | 506,667 | | | | | | 875,000 | | | | 80 | | | 100 | | | 98 | | | 140 | | | 60 | | | same | |
| | Paul K. Ito | | | | | 300,550 | | | | | | 313,425 | | | | 45 | | | same | | | 68 | | | 45 | | | 30 | | | same | |
| | Kurt K. Murao | | | | | 402,000 | | | | | | 428,667 | | | | 60 | | | same | | | 76 | | | 60 | | | 45 | | | same | |
| | Shelee M. T. Kimura | | | | | 292,000 | | | | | | 450,000 | | | | 50 | | | 75 | | | 61 | | | 90 | | | 35 | | | 853 | |
| | Ann C. Teranishi4 | | | | | 473,707 | | | | | | 605,000 | | | | 70 | | | same | | | 72 | | | 65 | | | 50 | | | 30 | |
| | Gregory C. Hazelton | | | | | 546,400 | | | | | | 560,233 | | | | 65 | | | 70 | | | 119 | | | 80 | | | 775 | | | 50 | |
TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
| | | |
Compensation Discussion and Analysis
1
Base salary increases for 2021 for Messrs. Seu and Murao became effective March 1, 2021. Base salary increases for 2022 for Messrs. Murao, Ito and Hazelton became effective March 1, 2022. Base salaries that became effective March 1, 2021 and 2022 are prorated amounts to include two months of 2020 and 2021 base salary, respectively, and ten months of 2021 and 2022 base salary, respectively. Mr. Seu’s 2022 base salary increase became effective upon the effective time of his appointment as President and Chief Executive Officer of HEI on January 1, 2022, and is compared against his 2021 base salary from the Utility. Ms. Kimura’s 2022 base salary increase became effective upon the effective time of her promotion to President and Chief Executive Officer of Hawaiian Electric on February 15, 2020. Accordingly, his 2020 base salary is prorated to include one and one-half months of 2019 and ten and one-half months of 2020.January 1, 2022. Ms. Teranishi'sTeranishi’s 2021 base salary increase became effective upon the effective time of her promotion from Executive Vice President, Operations to President and Chief Executive Officer of the Bank on May 7, 2021. Accordingly, her 2021 base salary is prorated to include 18 weeks before her promotion and 34 weeks after.
2
The threshold and maximum opportunities are 0.5 times target and 2 times target, respectively.
2
| The threshold and maximum opportunities are 0.5 times target and 2 times target, respectively. |
3
| Includes a one-time RSU grant equal to $150,000 (with vesting aligned with the 2021 RSU award) to Mr. Hazelton on October 7, 2021. |
4
| Includes special grant of 25% of base salary in 2020 in connection with Mr. Seu's promotion to President and CEO of Hawaiian Electric. |
5
| Ms. Teranishi's 2021 target opportunities are based upon her promotion to President and CEO of the Bank effective May 7, 2021 and are prorated for service over the respective award periods. 2021 RSUs include a special grant of 25% of base salary in connection with her promotion. |
6
| Mr. Wacker resigned as President and CEO of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company he waived his 2021 EICP award, inflight LTIP awards and outstanding RSUs. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
3
Includes special grant of 25% of base salary in 2022 in connection with Ms. Kimura’s promotion to President and CEO of Hawaiian Electric.
4
Ms. Teranishi’s 2021 target opportunities are based upon her promotion to President and CEO of the Bank effective May 7, 2021 and are prorated for service over the respective award periods. 2021 RSUs include a special grant of 25% of base salary in connection with her promotion.
5
Includes a one-time RSU grant equal to $150,000 (with vesting aligned with the 2021 RSU award) to Mr. Hazelton on October 7, 2021.
Base salary
Base salaries for our named executive officers are reviewed and determined annually. In establishing base salaries for the year, the Compensation & Human Capital Management Committee considers competitive market data, internal equity and each executive’s level of responsibility, experience, expertise and performance, as well as retention and succession considerations. The Compensation & Human Capital Management Committee considers the competitive median as a reference point in setting base salaries, but may determine that the foregoing factors justify a higher or lower salary.
For 2021,2022, the Compensation & Human Capital Management Committee determined that each of Ms. Lau and Messrs.Mr. Hazelton and Wacker would not receive a base salary increase. In connection with Mr. Murao’s
promotion to Executive Vice President, General Counsel and Chief Administrative Officer of the Company in 2020, and as part of the original compensation design to incrementally increase his base salary to more closely align with the peer median, Mr. Murao received a base salary increase of 17.0%. Similarly, in connection with3%, Mr. Seu’s promotion to President and Chief Executive Officer of Hawaiian Electric in 2020, and as part of the original compensation design to incrementally increase his base salary to more closely align with the peer median, Mr. Seu receivedMurao would receive a base salary increase of 18.2%5%, and Mr. Ito would receive a base salary increase of 5%. The foregoing base salary increases were calculated as of March 1 for Messrs. MuraoHazelton, Ito and Seu.Murao. Ms. Teranishi received a base salary increase of 66.9%10%. Mr. Seu received a base salary increase in connection with his appointment as President and CEO of HEI effective uponJanuary 1, 2022. Mr. Seu did not receive compensation from HEI in 2021. Ms. Kimura received a base salary increase in connection with her promotion to President and Chief Executive OfficerCEO of ASBthe Utility effective May 7, 2021.
January 1, 2022. Mr. Seu’s and Ms. Kimura’s 2021 and 2022 base salaries are shown in the table above.Annual incentive opportunities
HEI named executive officers and other executives are eligible to earn an annual cash incentive award under HEI’s Executive Incentive Compensation Plan (EICP) based on the achievement of performance goals for the year. Each year, the Compensation & Human Capital Management Committee determines the target annual incentive opportunity, performance metrics and the applicable goals for each executive.
20212022 target annual incentive opportunity
The target annual incentive opportunity is determined as a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times the target opportunity, respectively. In establishing the target percentage for each executive, the Compensation & Human Capital Management Committee takes into account the mix of pay elements, competitive market data, internal equity, prior performance and other factors described above under “Base salary.”
TheFor the 2022 target annual incentive opportunities, the Compensation & Human Capital Management Committee recommended, and the Board of HEI, Hawaiian Electric or ASB ratified or approved, as applicable, changes to the 2022 target annual incentive opportunities in consideration of its review of the market data for each position and the retention and incentive value of the overall annual incentive program, as well as changes in roles and responsibilities of the individual executives. Mr. Seu’s target annual incentive opportunity increased over his 2021 annual incentive opportunity at the Utility in connection with Mr. Seu’s appointment as HEI’s President and CEO effective January 1, 2022. Mr. Seu did not receive compensation from HEI in 2021. Ms. Kimura’s target annual incentive opportunity increased over her 2021 opportunity in connection with Ms. Kimura’s promotion to President and CEO of the Utility effective January 1, 2022. Mr. Hazelton’s 2022 target annual incentive opportunity also increased over his 2021 opportunity and each of Mr. Murao’s and Ms. Teranishi’s 2022 target annual incentive opportunity remained unchanged. Changes to the 2022 target annual incentive opportunities for the named executive officers are shown in the table above. For 2021,above under the Compensation & Human Capital Management Committee recommended, and the Board approved,
heading “Changes to compensation elements in 2022.”keeping the 2021 target opportunity (as a percentage of base salary) the same as 2020 for each of Ms. Lau and Mr. Wacker. For Messrs. Hazelton, Murao and Seu, the Compensation & Human Capital Management Committee recommended, and the HEI Board (for Messrs. Hazelton and Murao) and Utility Board (for Mr. Seu) approved a 5% increase in their respective target annual incentive opportunity. In recognition of Ms. Teranishi’s promotion to President and Chief Executive Officer of ASB, the Board of ASB approved increasing Ms. Teranishi's target opportunity from 50% to 70% of her base salary, with such increase effective May 7, 2021.
TABLE OF CONTENTS
| | | COMPENSATION DISCUSSION AND ANALYSIS
|
20212022 performance metrics, goals, results & payouts
The performance metrics for annual incentives are chosen because they directly align with the Company’s strategic priorities and correlate with creating shareholder value. The 20212022 performance metrics for Ms. LauMessrs. Seu, Ito, Murao and Messrs. Hazelton and Murao related to the holding company and its subsidiaries, while the metrics for Mr. SeuMs. Kimura related to the Utility and the metrics for Ms. Teranishi and Mr. Wacker related to the Bank. The rationale for each metric is shown in the table below.
In addition to selecting performance metrics, the Compensation & Human Capital Management Committee determines the level of performance required to attain the threshold, target and maximum goal for each metric. The level of difficulty of the goals reflects the Compensation & Human Capital Management Committee’s belief that incentive pay should be motivational — that is, the goals should be challenging but achievable — and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Compensation & Human Capital Management Committee believes the threshold should represent solid performance with positive financial/operating results, target should denote challenging but achievable goals and maximum should signify exceptional performance.
The target level for financial goals, such as net income and return on assets (ROA), is generally set at the level of the Board-approved budget, which represents the level of performance the Company seeks to achieve for the year. In setting the threshold and maximum levels,
Compensation Discussion and Analysis
the Compensation & Human Capital Management Committee considers whether the risks to accomplishing the budget weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target level.
The table below identifies the 20212022 annual incentive metrics, the objective each measure serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, the results for 20212022 and the percentage of target achieved. Differences in the metrics and weightings applied for each of the named executive officers leads to differing totals achieved as a percentage of target opportunity.
| | 2022 Annual Incentive Performance
Metrics & Why We Use Them | | | Weighting | | | Goals | | | Results | | | Total
Achieved
as a
% of Target
Opportunity | |
| | Threshold | | | Target | | | Maximum | |
| | Seu, Ito, Murao and Hazelton | | | | | | | | | | | | | | | | | | | |
| | HEI Consolidated Adjusted Net Income1 focuses on fundamental earnings, which correlates to shareholder value | | | 60% | | | $208.2M | | | $231.3M | | | $247.5M | | | $230.6M | | | | |
| | Utility Operations2 supports effective utility operations for all stakeholders | | | 25% | | | See note 2
below | | | See note 2
below | | | See note 2
below | | | See note 2
below | | | 99% | |
| | ASB Return on Assets (ROA)3 measures how efficiently the Bank deploys its assets by comparing return to total assets | | | 15% | | | 0.66% | | | 0.76% | | | 0.86% | | | 0.82% | | | | |
| | Kimura | | | | | | | | | | | | | | | | | | | |
| | Utility Consolidated Net Income focuses on fundamental earnings, which correlates to shareholder value | | | 40% | | | $174.3M | | | $193.7M | | | $203.4M | | | $188.9M | | | | |
| | Utility Consolidated Customer Satisfaction4 focuses on improving the customer experience through all points of contact with the Utility | | | 15% | | | Consolidated
score of 76 or
a benchmark of
60th percentile
in 2 of 4 quarters | | | Consolidated
score of 76 or
a benchmark of
60th percentile
in 3 of 4 quarters | | | Consolidated
score of 76 or
a benchmark of
60th percentile
in 4 of 4 quarters | | | Below Threshold | | | | |
| | Utility Consolidated Reliability: System Average Interruption Duration Index (SAIDI)5 promotes system reliability for customers | | | 5% | | | 127 minutes and
Reliability SAIDI PIM
penalty $340,000
or less | | | 111 minutes and no
Reliability SAIDI PIM
penalty | | | 96 minutes and no
Reliability SAIDI PIM
penalty | | | 119 minutes and
Reliability SAIDI PIM
penalty $79,000 | | | | |
| | Utility Consolidated Reliability: System Average Interruption Frequency Index (SAIFI)5 promotes system reliability for customers | | | 5% | | | 1.34 interruptions
and Reliability SAIFI
PIM penalty
$340,000 or less | | | 1.21 interruptions
and no Reliability
SAIFI PIM penalty | | | 1.08 interruptions
and no Reliability
SAIFI PIM penalty | | | 1.06 interruptions
and no Reliability
SAIFI PIM penalty | | | | |
| | Utility Consolidated Safety: Total Cases Incident Rate (TCIR)6 rewards improvements in workplace safety, promoting employee well-being and reducing expense | | | 7.5% | | | 1.37 TCIR | | | 1.03 TCIR | | | 0.92 TCIR | | | 1.61 TCIR | | | | |
| | Utility Consolidated Safety: Severity Rate6 rewards improvements in workplace safety, promoting employee well-being and reducing expense | | | 7.5% | | | 18.53 | | | 16.00 | | | 13.46 | | | 37.11 | | | 74% | |
| | Utility Consolidated Human Capital Management (HCM): Strategic Workforce Planning7 rewards strategic workforce supply and demand assessment and development of effective people strategies | | | 5% | | | Create strategic
workforce plans for
1 strategic initiative
and for each of the 4
strategic workforce
plans that were
created in 2021,
complete 70% of the
action items that
have target
completion dates in
2022 | | | Create strategic
workforce plans for
2 strategic initiatives
and for each of the 4
strategic workforce
plans that were
created in 2021,
complete 80% of the
action items that
have target
completion dates in
2022 | | | Create strategic
workforce plans for
3 strategic initiatives
and for each of the 4
strategic workforce
plans that were
created in 2021,
complete 90% of the
action items that
have target
completion dates in
2022 | | | Maximum | | | | |
| | Utility Consolidated Human Capital Management (HCM): Diversity, Equity & Inclusion (DEI)7 promotes awareness and removal of barriers to equity and inclusion in the workplace | | | 5% | | | 80% of employees
participate in a
minimum of one
qualifying DEI
activity | | | 90% of employees
participate in a
minimum of one
qualifying DEI
activity | | | 99% of employees
participate in a
minimum of one
qualifying DEI
activity | | | 100% of employees
participate in a
minimum of one
qualifying DEI
activity | | | | |
| | Utility Decarbonization: Renewable Portfolio Standard (RPS)8 promotes increased sales of energy derived from renewable sources | | | 5% | | | 39.0% | | | 40.0% | | | 41.0% | | | 39.1% | | | | |
| | Utility Decarbonization: Electrification8 promotes the decarbonization of Hawai‘i through improved electric vehicle charging infrastructure | | | 5% | | | 1. Launch eBus
Make Ready Pilot
within 30 days of
PUC acceptance or
approval of Pilot
Final Program
Design Report and
2. Commission 7
new fast chargers at
4 new sites | | | Achieve the
Threshold, plus: 1.
Complete design
and construction of
infrastructure to
support 2 additional
new fast chargers at
2 existing sites | | | Achieve the Target,
plus: 1. Complete
design and
construction of
infrastructure to
support 2 additional
new fast chargers at
2 existing sites and 2. If approved by
PUC, launch
Commercial Make
Ready Pilot within
30 days of final
authority to do so | | | Threshold | | | | |
| | Teranishi* | | | | | | | | | | | | | | | | | | | |
| | ASB ROA3 | | | 40% | | | 0.66% | | | 0.76% | | | 0.86% | | | 0.82% | | | 180% | |
| | ASB Adjusted Net Income1 focuses on fundamental earnings, which correlates to shareholder value | | | 60% | | | $62M | | | $69M | | | $76M | | | $75.6M | |
TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
| | | |
| | Lau, Hazelton and Murao
| | | | | | | | | | | | | | | | | | | |
| | HEI Consolidated Adjusted Net Income1 focuses on fundamental earnings, which correlates to shareholder value | | | 60% | | | $183.1M | | | $203.4M | | | $217.6M | | | $229.9M | | | | |
| | Utility Operations2 supports effective utility operations for all stakeholders | | | 25% | | | See note 2
below | | | See note 2
below | | | See note 2
below | | | See note 2
below | | | 184% | |
| | ASB Return on Assets (ROA)3 measures how efficiently the Bank deploys its assets by comparing return to total assets | | | 15% | | | 0.68% | | | 0.78% | | | 0.88% | | | 0.96% | | | | |
| | Seu
| | | | | | | | | | | | | | | | | | | |
| | Utility Consolidated Net Income focuses on fundamental earnings, which correlates to shareholder value | | | 40% | | | $163.3M | | | $171.9M | | | $180.5M | | | $177.6M | | | | |
| | Utility Consolidated Customer Satisfaction4 focuses on improving the customer experience through all points of contact with the Utility | | | 15% | | | Consolidated
score of 74 or a
benchmark of
50th percentile in
2 of 4 quarters | | | Consolidated
score of 74 or a
benchmark of
50th percentile in
3 of 4 quarters | | | Consolidated
score of 74 or a
benchmark of
50th percentile in
4 of 4 quarters | | | Maximum | | | | |
| | Utility Consolidated Human Capital Management (HCM): Employee Engagement5 promotes employee investment and engagement with the company and their co-workers | | | 5% | | | 1.0 point
higher
aggregate
score | | | 2.0 point
higher
aggregate
score | | | 3.0 point
higher
aggregate
score | | | Below
Threshold | | | | |
| | Utility Consolidated Human Capital Management (HCM): Leadership Development5 promotes the development of leaders and leadership opportunities within the Company | | | 5% | | | Initiate and
complete
one Cohort | | | One Cohort
completed and
second cohort
initiated | | | Two Cohorts
completed | | | Maximum | | | | |
| | Utility Consolidated Human Capital Management (HCM): Diversity Equity & Inclusion (DEI)5 promotes awareness and removal of barriers to equity and inclusion in the workplace | | | 5% | | | 80% of
employees
participate in
a minimum of
one qualifying
DEI activity | | | 90% of
employees
participate in
a minimum of
one qualifying
DEI activity | | | 99% of
employees
participate in a
minimum of
one qualifying
DEI activity | | | 96% of
employees
participate in a
minimum of
one qualifying
DEI activity | | | | |
| | Utility Consolidated Reliability: System Average Interruption Duration Index (SAIDI)6 promotes system reliability for customers | | | 5% | | | 128 minutes | | | 112 minutes | | | 96 minutes | | | 121 minutes | | | 148% | |
| | Utility Consolidated Reliability: System Average Interruption Frequency Index (SAIFI)6 promotes system reliability for customers | | | 5% | | | 1.35
interruptions | | | 1.22
interruptions | | | 1.09
interruptions | | | 1.17
interruptions | | | | |
| | Utility Consolidated Safety: Severity Rate7 rewards improvements in workplace safety, promoting employee well-being and reducing expense | | | 5% | | | 18.53 | | | 16.00 | | | 13.46 | | | 22.73 | | | | |
| | Utility Consolidated Safety: Total Cases Incident Rate (TCIR)7 rewards improvements in workplace safety, promoting employee well-being and reducing expense | | | 5% | | | 1.37 TCIR | | | 1.03 TCIR | | | 0.92 TCIR | | | 1.36 TCIR | | | | |
| | Utility Electrification8 promotes the decarbonization of Hawai‘i through adoption of EVs | | | 5% | | | Maintain 2020
baseline EV kwh
sales and other
revenue
(532,380 kwh) | | | 10% growth
over 2020
baseline EV kwh
sales and other
revenue
(585,618 kwh) | | | 20% growth
over 2020
baseline EV kwh
sales and other
revenue
(638,856 kwh) | | | Maximum | | | | |
| | Utility Performance Incentive Mechanisms (PIMs)9 promotes meeting goals and earning rewards under existing Performance Incentive Mechanisms under the new PBR framework | | | 5% | | | 50% of
Target | | | Total PBR
net rewards
$1.4M | | | 150% of
Target | | | Maximum | | | | |
| | Teranishi* | | | | | | | | | | | | | | | | | | | |
| | ASB ROA3 | | | 40%/40%** | | | 0.68% | | | 0.78% | | | 0.88% | | | 0.96% | | | 200% | |
| | ASB Adjusted Net Income1 focuses on fundamental earnings, which correlates to shareholder value | | | 60%/40%** | | | $56M | | | $63M | | | $70M | | | $85M | |
| | ASB Individual goal focuses on leading operational projects such as the ATM roll out, PPP program and effectively managing other operational efficiency goals | | | —/20%** | | | Threshold | | | Target | | | Maximum | | | Maximum | |
N/A — Not Applicable
*
| Mr. Wacker resigned as President and CEO of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company, he waived his 2021 EICP award. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
Compensation Discussion and Analysis
HEI Consolidated Adjusted Net Income and ASB Adjusted Net Income represent HEI consolidated and ASB GAAP net income for 2022, adjusted for the items described further below, respectively. These Adjusted Net Income metrics are non-GAAP measures. For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A.TABLE OF CONTENTS
| | | COMPENSATION DISCUSSION AND ANALYSIS
|
**
| Represents weighting of Ms. Teranishi's compensation while serving as ASB President and CEO/ASB EVP, Operations. Ms. Teranishi was promoted to President and CEO of the Bank effective May 7, 2021. |
1
| HEI Consolidated Adjusted Net Income and ASB Adjusted Net Income represent HEI consolidated and ASB GAAP net income for 2021, adjusted for the items described further below, respectively. These Adjusted Net Income metrics are non-GAAP measures. For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. |
2
| Utility Operations is a composite of ten utility operational goals weighted in the same proportion for which they are weighted for Utility executives. Utility Operations includes the ten operational goals that applied to Mr. Seu in 2021 (Utility Consolidated Customer Satisfaction, Utility Consolidated HCM: Employee Engagement, Leadership Development and DEI, Utility Consolidated Reliability: SAIDI and SAIFI, Utility Consolidated Safety: Severity Rate and TCIR, Utility Electrification and Utility PIMs). For Ms. Lau and Messrs. Hazelton and Murao, the weightings of the components of Utility Operations were as follows: Utility Consolidated Customer Satisfaction — 6.25%, Utility Consolidated HCM: Employee Engagement, Leadership Development and DEI — 2.09%, 2.09% and 2.09, respectively, Utility Consolidated Reliability: SAIDI and SAIFI — 2.08% and 2.08%, respectively, Utility Consolidated Safety: Severity Rate and TCIR — 2.08% and 2.08%, respectively, Utility Electrification — 2.08% and Utility PIMs — 2.08%. |
3
| ASB ROA is ASB’s Adjusted Net Income divided by its average total assets for the period. Average total assets is calculated by averaging the total assets for each day in the period. |
4
| Utility Consolidated Customer Satisfaction is based on quarterly results of customer surveys conducted by an outside vendor. |
5
| Utility Consolidated HCM measures advancement in three different areas: (i) employee engagement, based on employee surveys, (ii) leadership development, based on the number of leadership development cohorts completed and initiated, and (iii) DEI, based on the percentage of employees that participate in qualifying DEI activities. |
6
| Utility Consolidated Reliability: SAIDI is measured by the average outage duration for each customer served, exclusive of catastrophic events and outages caused by independent power producers over whose plant maintenance and reliability the Utility has limited real-time control. Utility Consolidated Reliability: SAIFI measures how often the average customer experiences a sustained interruption during the year. The metric is based upon a weighted consolidation of T&D caused outages for all three utilities, normalized for major events. Normalization is based on exclusion of Major Event Days (MEDs) according to the industry-standard IEEE 1366 Beta methodology for each island. The consolidated annual SAIFI goals are calculated using the same methodology as the Performance Incentive Mechanism (PIM) approved by the PUC for each company and consolidated for incentive program purposes. |
7
| Utility Consolidated Safety: Severity Rate is a measure of the significance of the safety incidents a company experienced based on the number of lost workdays incurred. Lost workdays occur when an occupational injury or illness prevents an employee from working a full, assigned work shift. Severity rate is calculated by taking the number of days away from work due to a workplace injury (maximum of 180 days) multiplied by 200,000 and divided by the number of hours worked by all employees. Utility Consolidated Safety: TCIR is a standard measure of employee safety. TCIR equals the number of Occupational Safety and Health Administration recordable cases as of 12/31/21 x 200,000 productive hours, divided by productive hours for the year. Lower TCIR scores reflect better safety performance. For 2021, OSHA included COVID-19 close contacts in its count of recordable cases. However, the Company established and administered the 2021 TCIR metric without regard to such COVID-19 close contacts. Accordingly, the TCIR metrics and achievement levels for 2021 reflect targets and performance that were determined without such contacts taken into account. |
8
| Utility Electrification measures growth of EV kWh sales and other related revenue over the 2020 baseline. |
9
| Utility PIMs measure dollars earned through Performance Incentive Mechanism rewards. |
TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
| | | |
3
ASB ROA is ASB’s Adjusted Net Income divided by its average total assets for the period. Average total assets is calculated by averaging the total assets for each day in the period.
4
Utility Consolidated Customer Satisfaction is based on quarterly results of customer surveys conducted by an outside vendor.
5
Utility Consolidated Reliability: SAIDI is measured by the average outage duration for each customer served, exclusive of catastrophic events and outages caused by independent power producers over whose plant maintenance and reliability the Utility has limited real-time control.
Utility Consolidated Reliability: SAIFI measures how often the average customer experiences a sustained interruption during the year. The metric is based upon a weighted consolidation of T&D caused outages for all three utilities, normalized for major events. Normalization is based on exclusion of Major Event Days (MEDs) according to the industry-standard IEEE 1366 Beta methodology for each island.
The consolidated annual SAIDI and SAIFI goals are calculated using the same methodology as the Performance Incentive Mechanism (PIM) approved by the PUC for each company and consolidated for incentive program purposes.
6
Utility Consolidated Safety: TCIR is a standard measure of employee safety. TCIR equals the number of Occupational Safety and Health Administration (OSHA) recordable cases as of 12/31/22 x 200,000 productive hours, divided by productive hours for the year. Lower TCIR scores reflect better safety performance.
For 2022, OSHA included COVID-19 close contacts in its count of recordable cases. However, the Company established and administered the 2022 TCIR metric without regard to such COVID-19 close contacts. Accordingly, the TCIR metrics and achievement levels for 2022 reflect targets and performance that were determined without such contacts taken into account.
Utility Consolidated Safety: Severity Rate is a measure of the significance of the safety incidents a company experienced based on the number of lost workdays incurred. Lost workdays occur when an occupational injury or illness prevents an employee from working a full, assigned work shift. Severity rate is calculated by taking the number of days away from work due to a workplace injury (maximum of 180 days) multiplied by 200,000 and divided by the number of hours worked by all employees.
7
Utility Consolidated HCM measures advancement in two areas: (i) strategic workforce planning, based on progress towards completion of strategic initiatives and workforce plans created in 2021, and (ii) DEI, based on the percentage of employees that participate in qualifying DEI activities.
8
Utility Decarbonization measures advancement in two areas: (i) RPS, based on the amount of electrical energy sales attributable to renewable energy in relation to the total diversified energy resource mix, and (ii) electrification, based on progress towards the design and construction of electric vehicle charging infrastructure. For all EICP participants, the Compensation & Human Capital Management Committee determined it was appropriate to adjust the electric vehicle charging station threshold target under the EICP from seven to six new fast chargers in consideration of supply chain disruption that prevented the Utility from securing the equipment needed to achieve that performance before year end. Although the Utility had timely ordered adequate equipment, the supplier did not deliver amounts necessary to both equip new charging stations and service existing stations, and the Utility elected to prioritize servicing existing charging stations to support current community needs, notwithstanding that it would have an adverse effect on EICP performance.
Non-GAAP Net Income Metrics — 20212022 Annual Incentive
HEI Consolidated Adjusted Net Income and ASB Adjusted Net Income performance for purposes of 20212022 annual incentive compensation were calculated on a non-GAAP basis, consistent with prior years. Pursuant to the EICP, the Compensation & Human Capital Management Committee may exclude items from the calculation of net income to the extent they arose from extraordinary or nonrecurring events or from changes to applicable accounting rules or practices. In 2021,2022, the Company experienced extraordinary and nonrecurring events that impacted the Company'sCompany’s operations and financial performance in a variety of ways, some of which the Compensation & Human Capital Management Committee deemed appropriate to take into consideration in determining EICP
performance. Specifically, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes). Excluded items include a portion of the gain from an extraordinary negative provision for credit losses and a portionthe gain on sale of the loss from amounts paid in settlement of certain claims made against ASBan investment by its former CEO. As it relates to loss from the executive settlement, the Committee considered the extraordinary nature of the loss and the extent to which such loss was beyond the reasonable control of management to prevent, manage or offset.Pacific Current.
| | Year ended December 31, 2021 | | HEI CONSOLIDATED | | ASB | | Year ended December 31, 2022 | | HEI CONSOLIDATED | | ASB | |
| | (in millions) | | | | | | (in millions) | | | | | | | | | | | |
| | GAAP net income (as reported) | | $246.2 | | $101.2 | | GAAP net income (as reported) | | | $ | 241.1 | | | | $ | 80.0 | | |
| | Excluding special items (after-tax): | | | | | | Excluding special items (after-tax): | | | | | | | | | | | |
| | Reduced provision for credit losses1,2 | | (16.8) | | (16.8) | | Reversal of allowance for credit losses related to the pandemic1,2 | | | | (3.9) | | | | | (3.9) | | |
| | Executive officer settlement1,3 | | 1.4 | | 1.4 | | Branch lease termination costs (gain on sale of branches)1 | | | | (0.5) | | | | | (0.5) | | |
| | State Unemployment Tax assessment1,4 | | (0.9) | | (0.9) | | Gain on sale of an investment by Pacific Current3 | | | | (6.2) | | | | | — | | |
| | Non-GAAP (adjusted) net income for 2021 EICP purposes | | $229.9 | | $85.0 | | Non-GAAP (adjusted) net income for 2022 EICP purposes | | | $ | 230.6 | | | | $ | 75.6 | | |
Note: Columns may not foot due to rounding
2
| Negative provision for credit losses primarily due to favorable credit trends and continued improvement in the economic environment which resulted in the release of credit loss reserves for the commercial, commercial real estate and consumer loan portfolios. |
3
| Portion of amounts paid in settlement of claims brought against ASB by its former CEO. See Exhibit 10.1 to Form 10-Q filed with the SEC on August 9, 2021. |
4
| Lower actual state unemployment tax assessment compared to budget resulting from a freeze in unemployment tax rates during 2021. |
1
ASB expense/(gain)
2
Reversal of allowance for credit losses primarily due to favorable credit trends and continued improvement in the economic environment which resulted in the release of credit loss reserves primarily for the commercial and commercial real estate loan portfolios.
3
Gain on the sale of an equity method investment by Pacific Current.
See “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.
Compensation Discussion and Analysis
The following table shows how Total Achieved as a percentage of Target Opportunity from the table above is converted into a dollar value for each named executive officer. The payout amounts are also shown in the “Nonequity Incentive Plan Compensation” column of the “2021“2022 Summary Compensation Table” in the “Executive Compensation Tables” section below. The range of possible annual incentive payouts for 20212022 is shown in the “2021“2022 Grants of Plan-Based Awards” table in the “Executive Compensation Tables” section below.
| | Constance H. Lau | | | 100 | | | × | | | 955,000 | | | = | | | 955,000 | | | × | | | 184 | | | = | | | 1,756,546 | |
| | Gregory C. Hazelton | | | 65 | | | × | | | 546,400 | | | = | | | 355,160 | | | × | | | 184 | | | = | | | 653,243 | |
| | Kurt K. Murao | | | 60 | | | × | | | 402,000 | | | = | | | 241,200 | | | × | | | 184 | | | = | | | 443,638 | |
| | Scott W. H. Seu | | | 80 | | | × | | | 506,667 | | | = | | | 405,334 | | | × | | | 148 | | | = | | | 599,588 | |
| | Ann C. Teranishi2 | | | 70 | | | × | | | 320,833 | | | = | | | 224,583 | | | × | | | 200 | | | = | | | 448,910 | |
| | Ann C. Teranishi3 | | | 55 | | | × | | | 137,333 | | | = | | | 75,533 | | | × | | | 200 | | | = | | | 151,188 | |
| | Richard F. Wacker4 | | | 80 | | | × | | | 717,700 | | | = | | | 574,160 | | | × | | | — | | | = | | | — | |
1
| Figures may not calculate to the amount shown in 2021 Actual Annual Incentive Payout due to rounding of the Total Achieved as a percentage of Target. Total Achieved as a percentage of Target was rounded for ease of presentation. |
2
| Represents Ms. Teranishi's 2021 annual incentive payout for the period May 7-December 31 when she served as President and CEO of the Bank. Her 2021 annual incentive payout shown above represents a pro-rated amount for the period. |
3
| Represents Ms. Teranishi's 2021 annual incentive payout for the period January 1-May 6 when she served as ASB EVP, Operations. |
4
| Mr. Wacker resigned as President and CEO of ASB effective May 7 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company, he waived his 2021 EICP award. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
| | Name | | | Target
Opportunity
(% of base
salary) | | | | | | | | | Base
Salary
($) | | | | | | | | | Target
Opportunity
($) | | | | | | | | | Total
Achieved as a
% of Target
Opportunity
(%) | | | | | | | | | 2022
Actual Annual
Incentive Payout
($)1 | |
| | Scott W. H. Seu | | | | | 100 | | | | | | × | | | | | | 875,000 | | | | | | = | | | | | | 875,000 | | | | | | × | | | | | | 99 | | | | | | = | | | | | | 869,129 | | |
| | Paul K. Ito | | | | | 45 | | | | | | × | | | | | | 313,425 | | | | | | = | | | | | | 141,041 | | | | | | × | | | | | | 99 | | | | | | = | | | | | | 140,054 | | |
| | Kurt K. Murao | | | | | 60 | | | | | | × | | | | | | 428,667 | | | | | | = | | | | | | 257,200 | | | | | | × | | | | | | 99 | | | | | | = | | | | | | 255,475 | | |
| | Shelee M. T. Kimura | | | | | 75 | | | | | | × | | | | | | 450,000 | | | | | | = | | | | | | 337,500 | | | | | | × | | | | | | 74 | | | | | | = | | | | | | 249,909 | | |
| | Ann C. Teranishi | | | | | 70 | | | | | | × | | | | | | 605,000 | | | | | | = | | | | | | 423,500 | | | | | | × | | | | | | 180 | | | | | | = | | | | | | 764,357 | | |
| | Gregory C. Hazelton2 | | | | | 70 | | | | | | × | | | | | | 278,733 | | | | | | = | | | | | | 195,113 | | | | | | × | | | | | | 99 | | | | | | = | | | | | | 193,721 | | |
1
Figures may not calculate to the amount shown in 2022 Actual Annual Incentive Payout due to rounding of the Total Achieved as a percentage of Target Opportunity. Total Achieved as a percentage of Target Opportunity was rounded for ease of presentation.TABLE OF CONTENTS
| | | COMPENSATION DISCUSSION AND ANALYSIS
|
2
Mr. Hazelton retired effective July 2, 2022 and amounts shown reflect six complete months of service.
Long-term incentives
Long-term incentives include performance-based opportunities under HEI’s LTIP, which are based on achievement of performance goals over rolling three-year periods, and time-based RSUs, which vest over a three-year period for RSUs granted in 2021 and 2022, and over a four-year period for RSUs granted prior to 2021. The performance-
basedperformance-based LTIP represents the majority of each named executive officer’s total long-term incentive opportunity. These incentives are designed to directly align executive interests with those of shareholders by rewarding executives for creating long-term value.
Long-term performance-based incentives
The three-year performance periods for long-term performance-based incentives foster a long-term perspective and provide balance with the shorter-term focus of the annual incentive program. In addition, the overlapping three-year performance periods encourage sustained high levels of performance because, at any one time, three separate potential awards are at risk.
Similar to the annual incentives, in developing long-term incentives, the Compensation & Human Capital Management Committee determines the target incentive opportunity for each named executive officer and performance metrics and goals for the three-year period.
2021-232022-24 target long-term incentive opportunity
As with the annual incentives, the target long-term incentive opportunity is established as a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times the target opportunity, respectively. In establishing the target percentage for each executive, the Compensation & Human Capital Management Committee considers the mix of pay elements, competitive market data, internal equity, performance and the other factors described above under “Base salary.”
For the 2021-23 long-term incentive opportunity, the Compensation & Human Capital Management Committee
recommended, and the Board of HEI, Hawaiian Electric or ASB ratified or approved, as applicable, increases to the 2021-232022-24 LTIP, target opportunities in consideration of its review of the market data for each position and the retention and incentive value of the overall long-term incentive program. Theprogram, the Compensation & Human Capital Management Committee also determined, thatrecommended, and the increase should be primarily appliedBoard of HEI, Hawaiian Electric or ASB ratified or approved, as applicable, decreasing the 2022-24 LTIP opportunity for all of our named executive officers except Mr. Seu whose LTIP opportunity was increased in connection with his appointment as President and CEO of the Company, and Ms. Kimura whose LTIP opportunity was increased in connection with her promotion to President and CEO of the Utility. Changes to the LTIP, which is 100% performance based. The increases to the 2021-232022-24 LTIP target opportunity are shown in the table above under the heading “Changes to compensation elements in 2021.2022.”
2021-232022-24 performance metrics and goals
The performance metrics for long-term incentives are chosen for their relationship to the creation of long-term value for shareholders.
In addition to selecting performance metrics, the Compensation & Human Capital Management Committee determines the level of achievement required to attain threshold, target and maximum performance for each metric. The same principles that the Compensation & Human Capital Management Committee applies to annual incentive goals apply to long-term incentive goals. As such, the level of difficulty of the goals reflects the Compensation & Human Capital Management Committee’s belief that incentive pay should be motivational — that is, the goals should be challenging but achievable — and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Compensation & Human Capital Management Committee believes threshold should represent solid performance with positive financial/operating results, target should denote challenging but achievable goals and maximum should signify exceptional performance.
The target level for financial goals, such as the total shareholder return relative to the EEI Index (Relative TSR), average annual earnings per share (EPS) growth and return on average common equity (ROACE), relate to the levels the Company seeks to achieve over the performance
Compensation Discussion and Analysis
period. In setting the threshold and maximum levels, the Compensation & Human Capital Management Committee considers whether the risks to accomplishing those levels weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target result. For the 2021-232022-24 period, the Compensation & Human Capital Management Committee chose the metrics and goalsweightings in the following table to encourage long-term achievement of earnings and growth in shareholder value.
TABLE OF CONTENTS
| | 2022-24 Long-Term Incentive
Performance Metrics & Why We Use Them | | | Weighting | |
| | Seu, Ito, Murao and Hazelton | | | | |
| | COMPENSATION DISCUSSION AND ANALYSISHEI 3-year Average Annual EPS Growth1 promotes shareholder value by focusing on EPS growth over a three-year period.
| | | 30% | |
| | HEI 3-year Average ROACE2 promotes profitability based on net income returned as a % of average common equity. | | | 30% | |
| | Lau, Hazelton and Murao
| | | | | | | | | | | | | |
| | HEI Average Annual EPS Growth1 promotes shareholder value by focusing on EPS growth based on the last two years of the plan. | | | 30% | | | 4.0% | | | 6.0% | | | 8.0% | |
| | HEI ROACE2 measures profitability based on net income returned as a % of average common equity based on the average of the last two years of the plan. | | | 30% | | | 8.5% | | | 9.0% | | | 9.5% | |
| | Utility Renewable Portfolio Standards3 measures the Utility's progress towards meeting the State of Hawai‘i’s RPS targets for increased production of energy from renewable sources. | | | 20% | | | 40% | | | 45% | | | 50% | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | |
| | Seu
| | | | | | | | | | | | | |
| | Utility Average Annual EPS Growth5 promotes shareholder value by focusing on net income growth based on the last two years of the plan. | | | 30% | | | 4.0% | | | 5.0% | | | 6.0% | |
| | Utility ROACE as a % of Allowed Return6 measures the performance of the Utility and its subsidiaries in attaining the level of ROACE they are permitted to earn by their regulator based on the average of the last two years of the plan. The focus on ROACE encourages improved return compared to the cost of capital. | | | 30% | | | 84% | | | 86% | | | 88% | |
| | Utility Renewable Portfolio Standards3 measures the Utility's progress towards meeting the State of Hawai‘i’s RPS targets for increased production of energy from renewable sources. | | | 20% | | | 40% | | | 45% | | | 50% | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the EEI Index. | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | |
| | Teranishi*
| | | | | | | | | | | | | |
| | ASB Return on Equity7 measures profitability based on net income returned as a % of average common equity based on the average of the last two years of the plan. | | | 40% | | | 7.60% | | | 8.50% | | | 9.60% | |
| | ASB Strategic Plan Initiatives: % of Self Service Deposits (Consumer)8 measures the deposit transaction volumes through three distinct channels: branches, ATMs and mobile devices. | | | 20% | | | 47% | | | 53% | | | 59% | |
| | ASB Strategic Plan Initiatives: Net Promoter Score9 measures how likely customers are to promote ASB's brand, product or company to their peers. | | | 20% | | | Above Median | | | Top Quartile | | | 90th Percentile | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the EEI Index. | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | |
*
| Mr. Wacker resigned as President and CEOUtility Carbon Emissions (CO2e) Reduction3 promotes reduction of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims againstcarbon dioxide equivalent emissions from power generation. | | | 20% | |
| | HEI Relative TSR4 compares the Company, he waived his inflight LTIP awards. For more information, please see the Form 8-K filed with the SEC on May 6, 2021.value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | | | 20% | |
1
| HEIKimura | | | | |
| | Utility 3-year Average Annual EPSNet Income Growth is calculated5 promotes shareholder value by taking the sum of each full calendar year’s (2022 and 2023, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by 2. |
2
| HEI ROACE is calculated as the simple average of HEI ROACE calculatedfocusing on an annual basis (2022 and 2023), with net income subject to any adjustmentsgrowth based on the Compensation & Human Capital Management Committee may approve pursuant toyears included in the termsplan. | | | 30% | |
| | Utility 3-year Average ROACE6 promotes profitability based on net income returned as a % of the plan.average common equity. | | | 30% | |
3
| Utility Renewable Portfolio Standards measures the Utility's percentageCarbon Emissions (CO2e) Reduction3 promotes reduction of electric energy sales that is represented by renewable electrical energy created to diversify its energy resource mix. The State of Hawai‘i’s RPS targets are 30% by 2020, 40% by 2030, 70% by 2040 and 100% by 2045.carbon dioxide equivalent emissions from power generation. | | | 20% | |
4
| HEI Relative TSR4 compares HEI’s TSRthe value created for HEI shareholders to that ofcreated by the other investor-owned electric companies in the EEI Index. For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the share price | | | 20% | |
| | Teranishi | | | | |
| | ASB 3-year Average Return on the last trading day of December at the end of the performance period, plus dividends during the period, assuming reinvestment, divided by the share priceEquity7 promotes profitability based on the last trading day of December immediately prior to the beginning of the performance period. |
5
| Utility Average Annual EPS Growth is calculated by taking the sum of each full calendar year’s (2022 and 2023, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by 2. For purposes of this goal, Utility EPS is calculated using Utility net income divided by weighted average HEI common stock outstanding. |
6
| Utility ROACEreturned as a percentage% of Allowed Return is the Utility’s consolidated average ROACE based on the last two years of the performance period compared to the weighted average of the allowed ROACE for Hawaiian Electric and its subsidiaries as determined by the Hawai‘i Public Utilities Commission for the same period. |
7
| ASB ROE is calculated as the simple average of ASB ROE calculated on an annual basis (2022 and 2023), with net income subject to any adjustments the Compensation & Human Capital Management Committee may approve pursuant to the terms of the plan. ASB ROE is calculated as net income divided by average common equity. | | | 40% | |
8
| ASB Strategic Plan Initiatives: % of Self Service Deposits (Consumer) is calculated on an annual basis reflecting8 measures the percentage of the total deposit transaction volumes through three distinct channels: branches, ATMs and mobile devices. | | | 20% | |
9
| ASB Strategic Plan Initiatives: Net Promoter Score9 measures how likely customers are to promote ASB'sASB’s brand, product or company to their peers. The survey identifies customers with whom ASB recently conducted a transaction through one of three channels: branch, online and calls | | | 20% | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the call center. Surveys are conducted via email and responses are compiled by a market survey company. |
TABLE OF CONTENTS
EEI Index. | | | COMPENSATION DISCUSSION AND ANALYSIS
20% | |
1
HEI 3-year Average Annual EPS Growth is calculated by taking the sum of each full calendar year’s (2022, 2023 and 2024, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by 3.
2
HEI 3-year Average ROACE is calculated as the simple average of HEI ROACE calculated on an annual basis (2022, 2023 and 2024), with net income subject to any adjustments the Compensation & Human Capital Management Committee may approve pursuant to the terms of the plan.
3
Utility CO2e Reduction measures the reduction of CO2 equivalent emissions from power generation compared against 2005 levels.
4
HEI Relative TSR compares HEI’s TSR to that of the companies in the Edison Electric Institute (EEI) Index. For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the share price on the last trading day of December at the end of the performance period, plus dividends during the period, assuming reinvestment, divided by the share price on the last trading day of December immediately prior to the beginning of the performance period.
5
Utility 3-year Average Annual Net Income Growth is calculated by taking the sum of each full calendar year’s (2022, 2023 and 2024, respectively) net income percentage growth over the net income of the prior year and dividing that sum by 3.
6
Utility 3-year Average ROACE is calculated by taking the sum of Hawaiian Electric’s consolidated ROACE for each year during the period and dividing that sum by 3. Consolidated ROACE is calculated by taking each year’s GAAP consolidated net income (as adjusted for any permitted adjustments) divided by average common equity, which is calculated by taking the sum of beginning of year common equity plus end of year common equity and dividing the sum by two.
7
ASB 3-year Average ROE is calculated as the simple average of ASB ROE calculated on an annual basis (2022, 2023 and 2024), with net income subject to any adjustments the Compensation & Human Capital Management Committee may approve pursuant to the terms of the plan. ASB ROE is calculated as net income divided by average common equity.
8
ASB Strategic Plan Initiatives: % of Self Service Deposits (Consumer) is calculated on an annual basis reflecting the percentage of the total deposit transaction volumes through three distinct channels: branches, ATMs and mobile devices.
9
ASB Strategic Plan Initiatives: Net Promoter Score measures how likely customers are to promote ASB’s brand, product or company to their peers. The survey identifies customers with whom ASB recently conducted a transaction through one of three channels: branch, online and calls to the call center. Surveys are conducted via email and responses are compiled by a market survey company.
Customers, employees and shareholders all benefit when the above goals are met. Achievement of these goals makes HEI, the Utility and the Bank stronger financially, enabling HEI to raise capital at favorable rates for reinvestment in the operating companies and supporting dividends to shareholders.
From a historical perspective, long-term incentive payouts are not easy to achieve, nor are they guaranteed. HEI and its Utility and Bank subsidiaries face significant external challenges in the 2021-232022-24 period. Strong leadership on the part of the named executive officers will be needed to achieve the long-term objectives required for them to earn the incentive payouts.
2019-212020-22 Long-Term Incentive Plan
The Board and Compensation & Human Capital Management Committee established the 2019-212020-22 long-term incentive opportunities, performance metrics and goals in February 2019.2020. Those decisions were described in
the 20202021 HEI Proxy Statement and are summarized again below to provide context for the results and payouts for the 2019-212020-22 period.
Compensation Discussion and Analysis
2020-22 target long-term incentive opportunity
In February 20192020 the Compensation & Human Capital Management Committee established the following 2019-212020-22 target incentive opportunities as a percentage of named executive officer base salary.
| | Constance H. Lau | | | 175% | | | 43,021 | |
| | Gregory C. Hazelton | | | 80% | | | 11,208 | |
| | Kurt K. Murao | | | 45% | | | 3,665 | |
| | Scott W. H. Seu | | | 45% | | | 3,279 | |
| | Ann C. Teranishi | | | 40% | | | 3,397 | |
| | Richard F. Wacker1 | | | 80% | | | 14,866 | |
1
| Mr. Wacker resigned as President and CEO of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company, he waived his inflight LTIP awards. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
| | Name | | | 2020-22 Target Opportunity
(as % of Base Salary) | | | 2020-22 Target Opportunity
(in shares) | |
| | Scott W. H. Seu | | | | | 80% | | | | | | 6,975 | | |
| | Paul K. Ito | | | | | 45% | | | | | | 2,785 | | |
| | Kurt K. Murao | | | | | 60% | | | | | | 4,387 | | |
| | Shelee M. T. Kimura | | | | | 45% | | | | | | 2,587 | | |
| | Ann C. Teranishi | | | | | 30% | | | | | | 2,054 | | |
| | Gregory C. Hazelton | | | | | 80% | | | | | | 9,036 | | |
2019-212020-22 performance metrics, goals, results & payouts
The Compensation & Human Capital Management Committee established the 2019-212020-22 performance metrics and goals below in February 2019.2020. The Compensation & Human Capital Management Committee selected the metrics for their correlation with long-termsustained growth and shareholder value and alignment with the multi-year strategic plans of HEI and its Utility and Bank subsidiaries. The table below identifies the 2019-212020-22 LTIP metrics, the objective each metric serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, the results for 2019-212020-22 and the corresponding payout as a percentage of target.
Compensation Discussion and Analysis
The results shown below incorporate the Compensation & Human Capital Management Committee’s decision, pursuant to the terms of the plans, to exclude the impact of the unusual events that affected HEI Hawaiian Electric and ASB during the 2019-212020-22 period. These adjustments are described below under “Non-GAAP Net Income Metrics - 2019-21.— 2020-22 LTIP.”
| | 2020-22 Long-Term Incentive
Performance Metrics & Why We Use Them | | | Weighting | | | Goals | | | Result | | | Total
Achieved as a
% of Target
Opportunity | |
| | Threshold | | | Target | | | Maximum | |
| | Ito, Murao and Hazelton | | | | | | | | | | | | | | | | | | | |
| | HEI 3-year Average Annual EPS Growth1 promotes shareholder value by focusing on EPS growth over a three-year period. | | | 30% | | | 4.0% | | | 5.0% | | | 6.0% | | | 1.7% | | | | |
| | HEI ROACE2 measures profitability based on net income returned as a % of average common equity. | | | 30% | | | 9.0% | | | 9.5% | | | 10.0% | | | 9.7% | | | 61% | |
| | Utility Renewable Portfolio Standards3 measures the Utility’s progress towards meeting the State of Hawai‘i’s RPS targets for increased production of energy from renewable sources. | | | 20% | | | 32.0% | | | 40.0% | | | 50.0% | | | 39.1% | | | | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | | | 29th
percentile | | | | |
| | Seu* and Kimura | | | | | | | | | | | | | | | | | | | |
| | Utility 3-year Average Annual Net Income Growth5 promotes shareholder value by focusing on net income growth based on the years included in the plan. | | | 30% | | | 4.5% | | | 5.5% | | | 7.0% | | | 6.4% | | | | |
| | Utility 3-year ROACE as a % of Allowed Return6 measures the performance of the Utility and its subsidiaries in attaining the level of ROACE they are permitted to earn by their regulator. The focus on ROACE encourages improved return compared to the cost of capital. | | | 30% | | | 83% | | | 85% | | | 88% | | | 85% | | | 97% | |
| | Utility Renewable Portfolio Standards3 measures the Utility’s progress towards meeting the State of Hawai‘i’s RPS targets for increased production of energy from renewable sources. | | | 20% | | | 32.0% | | | 40.0% | | | 50.0% | | | 39.1% | | | | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the EEI Index. | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | | | 29th
percentile | | | | |
| | Teranishi | | | | | | | | | | | | | | | | | | | |
| | ASB Return on Equity7 measures profitability based on net income returned as a % of average common equity based on the average of the last two years of the plan. | | | 40% | | | 11.30% | | | 12.60% | | | 13.95% | | | 11.80% | | | | |
| | ASB Efficiency Ratio8 promotes expense control based on the average of the last two years of the plan. | | | 40% | | | 60.5% | | | 58.5% | | | 55.5% | | | 66.1% | | | 28% | |
| | HEI Relative TSR4 compares the value created for HEI shareholders to that created by the EEI Index. | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | | | 29th
percentile | | | | |
*
Because Mr. Seu was President and CEO of the Utility at the time the 2020-22 LTIP was established, his 2020-22 LTIP compensation is based on the Utility’s performance metrics.
1
HEI 3-year Average Annual EPS Growth is calculated by taking the sum of each full calendar year’s (2020, 2021 and 2022, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by three. Non-GAAP Adjusted Net Income, upon which EPS used for LTIP purposes is calculated, differs from what is reported under GAAP because it excludes the impact of the unusual events in 2019 through 2022 described below under “Non-GAAP Net Income Metrics — 2020-22 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A.
2
HEI ROACE is calculated as the simple average of HEI ROACE calculated on an annual basis (2020, 2021 and 2022), with net income adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. Non-GAAP Adjusted Net Income used in the calculation of ROACE differs from what is reported under GAAP because it excludes the impact of the unusual events in 2020 through 2022 described below under “Non-GAAP Net Income Metrics — 2020-22 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A.
3
Utility Renewable Portfolio Standards measures the Utility’s percentage of electric energy sales that is represented by renewable electrical energy created to diversify its energy resource mix. The State of Hawai‘i’s RPS targets are 30% by 2020, 40% by 2030, 70% by 2040 and 100% by 2045.
4
HEI Relative TSR compares HEI’s TSR to that of the companies in the EEI Index. For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the share price on the last trading day of December at the end of the performance period, plus dividends during the period, assuming reinvestment, divided by the share price on the last trading day of December immediately prior to the beginning of the performance period.
5
Utility 3-year Average Annual Net Income Growth is calculated by taking the sum of each full calendar year’s (2020, 2021 and 2022, respectively) net income percentage growth over the net income of the prior year and dividing that sum by 3.
TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
| | | |
| | Lau, Hazelton and Murao
| | | | | | | | | | | | | | | | | | | |
| | HEI 3-year Average Annual EPS Growth1 promotes shareholder value by focusing on EPS growth over a three-year period. | | | 30% | | | 4.0% | | | 6.0% | | | 8.0% | | | 2.5% | | | | |
| | HEI ROACE2 measures profitability based on net income returned as a % of average common equity. | | | 50% | | | 9.0% | | | 9.5% | | | 10.0% | | | 9.7% | | | 82% | |
| | HEI Relative TSR3 compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index). | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | | | 34th
percentile | | | | |
| | Seu
| | | | | | | | | | | | | | | | | | | |
| | Utility 3-year Average Annual Net Income Growth4 promotes shareholder value by focusing on net income growth based on the years included in the plan. | | | 30% | | | 6.0% | | | 8.0% | | | 10.0% | | | 4.6% | | | | |
| | Utility 3-year ROACE as a % of Allowed Return5 measures the performance of the Utility and its subsidiaries in attaining the level of ROACE they are permitted to earn by their regulator. The focus on ROACE encourages improved return compared to the cost of capital. | | | 50% | | | 82% | | | 84% | | | 87% | | | 84% | | | 62% | |
| | HEI Relative TSR3 compares the value created for HEI shareholders to that created by the EEI Index. | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | | | 34th
percentile | | | | |
| | Teranishi
| | | | | | | | | | | | | | | | | | | |
| | ASB Return on Equity6 measures profitability based on net income returned as a % of average common equity based on the average of the last two years of the plan. | | | 40% | | | 12.30% | | | 13.60% | | | 14.95% | | | 11.72% | | | | |
| | ASB Efficiency Ratio7 promotes expense control based on the average of the last two years of the plan. | | | 40% | | | 59.2% | | | 57.2% | | | 54.2% | | | 62.8% | | | 12% | |
| | HEI Relative TSR3 compares the value created for HEI shareholders to that created by the EEI Index. | | | 20% | | | 30th
percentile | | | 50th
percentile | | | 70th
percentile | | | 34th
percentile | | | | |
1
| HEI 3-year Average Annual EPS Growth is calculated by taking the sum of each full calendar year’s (2019, 2020 and 2021, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by 3. Non-GAAP Adjusted Net Income, upon which EPS used for LTIP purposes is calculated, differs from what is reported under GAAP because it excludes the impact of the unusual events in 2018 through 2021 described below under “Non-GAAP Net Income Metrics — 2019-21 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. |
2
| HEI ROACE is calculated as the simple average of HEI ROACE calculated on an annual basis (2019, 2020 and 2021), with net income adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. Non-GAAP Adjusted Net Income used in the calculation of ROACE differs from what is reported under GAAP because it excludes the impact of the unusual events in 2019 through 2021 described below under “Non-GAAP Net Income Metrics — 2019-21 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. |
3
| HEI Relative TSR compares HEI's TSR to that of the companies in the EEI Index. For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock as measured at the beginning of the performance period to the end, calculated using the share price on the last trading day of December at the end of the performance period, plus dividends during the period, assuming reinvestment, divided by the share price on the last trading day of December immediately prior to the beginning of the performance period. |
4
| Utility 3-year Average Annual Net Income Growth is calculated by taking the sum of each full calendar year's (2019, 2020 and 2021, respectively) net income percentage growth over the net income of the prior year and dividing that sum by 3. |
5
| Utility 3-year ROACE as a percentage of Allowed Return is the Utility’s consolidated average ROACE for the performance period compared to the weighted average of the allowed ROACE for Hawaiian Electric and its subsidiaries as determined by the Hawai‘i Public Utilities Commission for the same period. |
6
| ASB ROE is calculated as the simple daily average of ASB ROE calculated on an annual basis (2020 and 2021), with net income and equity adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. ASB ROE is calculated as net income divided by average common equity. Non-GAAP Adjusted Net Income differs from what is reported under GAAP because it excludes the impact of the unusual events in 2020 and 2021 described below under “Non-GAAP Net Income Metrics — 2019-21 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. |
7
| ASB Efficiency Ratio is equal to the simple average of ASB’s 2020 and 2021 efficiency ratio. Efficiency ratio is equal to total noninterest expense divided by the sum of net interest income and total noninterest income, adjusted for exclusions approved by the Compensation & Human Capital Management Committee. See “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A. |
Compensation Discussion and Analysis
Utility 3-year ROACE as a percentage of Allowed Return is the Utility’s consolidated average ROACE for the performance period compared to the weighted average of the allowed ROACE for Hawaiian Electric and its subsidiaries as determined by the Hawai‘i Public Utilities Commission for the same period.TABLE OF CONTENTS
| | | COMPENSATION DISCUSSION AND ANALYSIS
|
7
ASB ROE is calculated as the simple daily average of ASB ROE calculated on an annual basis (2021 and 2022), with net income and equity adjusted for exclusions approved by the Compensation & Human Capital Management Committee pursuant to the terms of the plan. ASB ROE is calculated as net income divided by average common equity. Non-GAAP Adjusted Net Income differs from what is reported under GAAP because it excludes the impact of the unusual events in 2021 and 2022 described below under “Non-GAAP Net Income Metrics — 2020-22 LTIP.” For a reconciliation of the GAAP and non-GAAP results, see “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A.
8
ASB Efficiency Ratio is equal to the simple average of ASB’s 2021 and 2022 efficiency ratio. Efficiency ratio is equal to total noninterest expense divided by the sum of net interest income and total noninterest income, adjusted for exclusions approved by the Compensation & Human Capital Management Committee. See “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments” attached as Exhibit A.
The following table shows how Total Achieved as a percentage of Target Opportunity from the table above is converted into the number of shares earned (plus dividend equivalents on earned shares) for each named executive officer. The payout amounts are also shown in the “2021“2022 Option Exercises and Stock Vested” table.
| | Constance H. Lau | | | 43,021 | | | × | | | 82 | | | = | | | 35,277 | | | 3,598 | |
| | Gregory C. Hazelton | | | 11,208 | | | × | | | 82 | | | = | | | 9,191 | | | 937 | |
| | Kurt K. Murao | | | 3,665 | | | × | | | 82 | | | = | | | 3,005 | | | 307 | |
| | Scott W. H. Seu | | | 3,279 | | | × | | | 62 | | | = | | | 2,033 | | | 207 | |
| | Ann C. Teranishi | | | 3,397 | | | × | | | 12 | | | = | | | 408 | | | 42 | |
| | Richard F. Wacker2 | | | 14,866 | | | × | | | — | | | = | | | — | | | — | |
1
| Figures may not calculate to the number of shares shown in 2019-21 Incentive Payout column due to rounding of the Total Achieved as a percentage of Target, which was rounded for ease of presentation. |
2
| Mr. Wacker resigned as President and CEO of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company, he waived his inflight LTIP awards. For more information, please see the Form 8-K filed with the SEC on May 6, 2021. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020-22 Incentive Payout1 | |
| | Name | | | Target
Opportunity
(in shares) | | | | | | | | | Total
Achieved as a
% of Target
Opportunity
(%) | | | | | | | | | (shares) | | | (dividend
equivalents
paid as a share
number) | |
| | Scott W. H. Seu | | | | | 6,975 | | | | | | × | | | | | | 97 | | | | | | = | | | | | | 6,758 | | | | | | 716 | | |
| | Paul K. Ito | | | | | 2,785 | | | | | | × | | | | | | 61 | | | | | | = | | | | | | 1,696 | | | | | | 180 | | |
| | Kurt K. Murao | | | | | 4,387 | | | | | | × | | | | | | 61 | | | | | | = | | | | | | 2,671 | | | | | | 283 | | |
| | Shelee M. T. Kimura | | | | | 2,587 | | | | | | × | | | | | | 97 | | | | | | = | | | | | | 2,507 | | | | | | 266 | | |
| | Ann C. Teranishi | | | | | 2,054 | | | | | | × | | | | | | 28 | | | | | | = | | | | | | 569 | | | | | | 60 | | |
| | Gregory C. Hazelton2 | | | | | 7,530 | | | | | | × | | | | | | 61 | | | | | | = | | | | | | 4,584 | | | | | | 486 | | |
1
Figures may not calculate to the number of shares shown in 2020-22 Incentive Payout column due to rounding of the Total Achieved as a percentage of Target Opportunity, which was rounded for ease of presentation.
2
Mr. Hazelton retired effective July 2, 2022 and amounts shown reflect 30 complete months of service.
Non-GAAP Net Income Metrics — 2019-212020-22 LTIP
HEI consolidated net income, Hawaiian Electric net income and ASB net income performance for purposes of the 2019-212020-22 LTIP were calculated on a non-GAAP basis, consistent with prior years. Pursuant to the LTIP, the Compensation & Human Capital Management Committee may exclude items from the calculation of net income to the extent they arose from extraordinary or nonrecurring events or from changes in applicable accounting rules or practices. In 2021, the COVID-19 pandemic continued to present extraordinary and nonrecurring challenges that impacted the Company’s operations and financial performance in a variety of ways, some of which the Compensation & Human Capital Management Committee deemed to be appropriate to take into consideration in determining 2019-21 LTIP performance.
HEI. In determining HEI consolidated net income for 2018, 2019, 2020, 2021 and 20212022 for purposes of calculating HEI average annual EPS growth and HEI consolidated net income for 2019, 2020, 2021 and 20212022 for purposes of calculating HEI consolidated ROACE under the 2019-212020-22 LTIP, the Compensation & Human Capital Management Committee determined that certain items recorded during the performance period should be excluded from the calculation because such adjustments equitably compensate for extraordinary events that were unrelated to management’s actions regarding ongoing business
operations and were not contemplated at the time the performance goals were established, and that excluding those items was consistent with the original intent and objectives of the award. Specifically, the Compensation & Human Capital Management Committee determined it to be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes). Excluded items for 2022 include a portion of the gain from an extraordinary negative provision for credit losses and a portion of the loss from amounts paid in settlementgain on pension defeasement.
Compensation Discussion and Analysis
See pages 41-43 of certain claims made against ASB by its former CEO. As it relates to loss from the executive settlement, the Committee considered the extraordinary nature of the loss and the extent to which such loss was beyond the reasonable control of management to prevent, manage or offset.
SeeHEI's 2022 Proxy Statement, pages 41-43 of HEI’s 2021 Proxy Statement and pages 40-42 of HEI’s 2020 Proxy Statement and pages 41-43 of HEI’s 2019 Proxy Statement for a more detailed discussion of the respective 2021, 2020 2019 and 20182019 adjustments. See the ASB and Hawaiian Electric sections below for additional discussion and for all other items impacting HEI consolidated net income. See also “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.
TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
| | | |
| | Years ended December 31 | | 2021 | | 2020 | | 2019 | | 2018 | | Years ended December 31 | | 2022 | | 2021 | | 2020 | | 2019 | |
| | ($ in millions, except per share amounts)
| | | | | | | | | | ($ in millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | |
| | HEI CONSOLIDATED NET INCOME
| | | | | | | | | | HEI CONSOLIDATED NET INCOME | | | | | | | | | | | | | | | | | | | | | |
| | GAAP (as reported) | | $246.2 | | $197.8 | | $217.9 | | $201.8 | | GAAP (as reported) | | | $ | 241.1 | | | | $ | 246.2 | | | | $ | 197.8 | | | | $ | 217.9 | | |
| | Excluding special items (after-tax) for LTIP purposes:
| | | | | | | | | | Excluding special items (after-tax) for LTIP purposes: | | | | | | | | | | | | | | | | | | | | | |
| | Provision for credit losses related to the pandemic1, 2 | | (16.8) | | 25.2 | | | | | | Allowance (reversal of allowance) for credit losses related to the pandemic1, 2 | | | | (9.6) | | | | | (16.8) | | | | | 25.2 | | | | | — | | |
| | Executive officer settlement1, 3 | | 1.4 | | | | | | | | Executive officer settlement1, 3 | | | | — | | | | | 1.4 | | | | | — | | | | | — | | |
| | State Unemployment Tax assessment1,4 | | (0.9) | | | | | | | | State Unemployment Tax assessment1,4 | | | | — | | | | | (0.9) | | | | | — | | | | | — | | |
| | COVID-19 related expenses1, 5 | | — | | 3.7 | | | | | | COVID-19 related expenses1, 5 | | | | — | | | | | — | | | | | 3.7 | | | | | — | | |
| | Branch lease termination costs1 | | — | | 0.6 | | | | | | Branch lease termination costs (gain on sale of branches)1 | | | | (0.1) | | | | | — | | | | | 0.6 | | | | | — | | |
| | Gain from VISA stock sale, net1 | | — | | (2.2) | | | | | | Gain from VISA stock sale, net1 | | | | — | | | | | — | | | | | (2.2) | | | | | — | | |
| | Sale of former headquarters, net of campus transition costs1 | | — | | — | | (5.6) | | 0.7 | | Sale of former headquarters, net of campus transition costs1 | | | | — | | | | | — | | | | | — | | | | | (5.6) | | |
| | Ongoing impacts relating to the termination of merger6 | | — | | — | | — | | 12.4 | | Pension defeasement1, 6 | | | | (1.0) | | | | | (1.1) | | | | | (0.1) | | | | | — | | |
| | Federal tax reform and related impacts7 | | — | | — | | — | | (4.7) | | Gain on sale of an investment by Pacific Current7 | | | | (6.2) | | | | | — | | | | | — | | | | | — | | |
| | Pension defeasement1, 8 | | (1.3) | | 1.2 | | (0.4) | | — | | Non-GAAP (adjusted) net income for 2020-22 LTIP purposes | | | $ | 224.3 | | | | $ | 228.8 | | | | $ | 225.1 | | | | $ | 212.3 | | |
| | Non-GAAP (adjusted) net income for 2019-21 LTIP purposes | | $228.5 | | $226.4 | | $211.9 | | $210.1 | | HEI CONSOLIDATED BASIC EARNINGS PER SHARE | | | | | | | | | | | | | | | | | | | | | |
| | HEI CONSOLIDATED BASIC EARNINGS PER SHARE | | | | | | | | | | Based on GAAP | | | $ | 2.20 | | | | $ | 2.25 | | | | $ | 1.81 | | | | $ | 2.00 | | |
| | Based on GAAP | | $2.25 | | $1.81 | | $2.00 | | $1.85 | | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes | | | | 2.05 | | | | | 2.09 | | | | | 2.06 | | | | | 1.95 | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes | | 2.09 | | 2.07 | | 1.95 | | 1.93 | | HEI CONSOLIDATED Return on Average Common Equity (%) | | | | | | | | | | | | | | | | | | | | | |
| | HEI CONSOLIDATED Return on Average Common Equity (%) | | | | | | | | | | Based on GAAP | | | | 10.5 | | | | | 10.4 | | | | | 8.6 | | | | | | | |
| | Based on GAAP | | 10.4 | | 8.6 | | 9.8 | | | | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes | | | | 9.8 | | | | | 9.7 | | | | | 9.7 | | | | | | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes | | 9.7 | | 9.8 | | 9.5 | | | | |
Note: Columns may not foot due to rounding
2
| Extraordinary provision for credit losses in 2020 arose primarily from an unforeseen increase in reserves for the commercial, commercial real estate and consumer loan portfolios for expected credit deterioration due to the COVID-19 pandemic. In 2021, there was an extraordinary negative provision for credit losses primarily due to favorable credit trends and continued improvement in the economic environment which resulted in the release of credit loss reserves for the commercial, commercial real estate and consumer loan portfolios. |
3
| Portion of amounts paid in settlement of claims brought against ASB by its former CEO. See Exhibit 10.1 to Form 10-Q filed with the SEC on August 9, 2021. |
4
| Lower actual state unemployment tax assessment compared to budget resulting from a freeze in unemployment tax rates during 2021. |
5
| Unforeseen and extraordinary COVID-19 related expenses included the purchase of safety protection equipment and cleaning supplies, additional compensation to frontline employees and payment for excess leave employees were not able to use in 2020. |
6
| Hawaiian Electric expense. Primarily reflects certain expenses related to the termination of the proposed merger with NextEra Energy, including Hawaiian Electric's liquid natural gas (LNG) project costs and adjustments to test year revenue requirements for customer benefit adjustments in the Hawaiian Electric and Maui Electric rate case decisions. |
7
| Hawaiian Electric expense. Reflects various tax adjustments for tax reform and related impacts. |
8
| ASB expense (gain) on pension defeasement. Pension defeasement refers to ASB’s initiative to manage risk associated with the pension liability and volatility of pension expense for its frozen pension plan through a liability-driven investment strategy which is designed to mitigate funding status changes and reduce pension expense volatility caused by interest rate movements. Because the Company calculates net periodic pension cost using a market-related value of plan assets, the impact of a change in the fair value of the pension assets for purposes of computing pension expense is reduced as the change in value is recognized over a period of years, as compared to a more significant impact related to an immediate change in the fair value of the pension liability. The Compensation & Human Capital Management Committee deemed it appropriate to exclude these pension amounts for purposes of determining net income for the 2019-21 LTIP because the Company’s consolidated market-related value of plan asset valuation method, which smooths changes in asset value in the computation of pension expense, may not be fully reflective, in any given period, of the full economic hedge accomplished with the liability-driven investment strategy. |
TABLE OF CONTENTS
| | | COMPENSATION DISCUSSION AND ANALYSIS
|
2
Extraordinary provision for credit losses in 2020 arose primarily from an unforeseen increase in reserves for the commercial, commercial real estate and consumer loan portfolios for expected credit deterioration due to the COVID-19 pandemic. In 2021 and 2022, there were extraordinary negative provisions for credit losses primarily due to favorable credit trends and continued improvement in the economic environment relative to 2020, which resulted in the release of credit loss reserves for the commercial, commercial real estate and consumer loan portfolios.
3
Portion of amounts paid in settlement of claims brought against ASB by its former CEO. See Exhibit 10.1 to Form 10-Q filed with the SEC on August 9, 2021.
4
Lower actual state unemployment tax assessment compared to budget resulting from a freeze in unemployment tax rates during 2021.
5
Unforeseen and extraordinary COVID-19 related expenses included the purchase of safety protection equipment and cleaning supplies, additional compensation to frontline employees and payment for excess leave employees were not able to use in 2020.
6
ASB expense (gain) on pension defeasement. Pension defeasement refers to ASB’s initiative to manage risk associated with the pension liability and volatility of pension expense for its frozen pension plan through a liability-driven investment strategy which is designed to mitigate funding status changes and reduce pension expense volatility caused by interest rate movements. Because the Company calculates net periodic pension cost using a market-related value of plan assets, the impact of a change in the fair value of the pension assets for purposes of computing pension expense is reduced as the change in value is recognized over a period of years, as compared to a more significant impact related to an immediate change in the fair value of the pension liability. The Compensation & Human Capital Management Committee deemed it appropriate to exclude these pension amounts for purposes of determining net income for the 2020-22 LTIP because the Company’s consolidated market-related value of plan asset valuation method, which smooths changes in asset value in the computation of pension expense, may not be fully reflective, in any given period, of the full economic hedge accomplished with the liability-driven investment strategy.
7
Exclusion of the gain on the sale of an equity method investment by Pacific Current.
ASB. In determining ASB’s 2019, 20202021 and 20212022 net income and common equity for purposes of calculating ASB’s ROE under the 2019-212020-22 LTIP (as well as ASB’s 2019, 2020, 2021 and 20212022 net income for purposes of calculating HEI average annual EPS growth and 2020, 2021 and 20212022 net income for purposes of calculating HEI consolidated ROACE (in each case noted above)), the Compensation & Human Capital Management Committee considered the impact of certain items that were unrelated to management’s actions regarding ongoing business operations. The Compensation & Human Capital Management Committee deemed it to be appropriate to exclude these items for purposes of determining performance under the 2019-212020-22 LTIP because such exclusions equitably compensate for extraordinary and/or nonrecurring events that were unrelated to management’s actions regarding ongoing business operations. Specifically, for 2022, the Compensation & Human Capital Management Committee determined it to
be appropriate to exclude the items of expense/(gain) set forth in the table below (and explained further in the accompanying footnotes), including a portion of the gain from an extraordinary negative provision for credit losses and a portion of the loss from amounts paid in settlementgain on pension defeasement.
Compensation Discussion and Analysis
See pages 41-44 of certain claims made against ASB by its former CEO. As it relates to the loss from the executive settlement, the Committee considered the extraordinary nature of the lossHEI's 2022 Proxy Statement and the extent to which such loss was beyond the reasonable control of management to prevent, manage or offset.
See pages 41-43 of HEI’s 2021 Proxy Statement and pages 41-42 of HEI’s 2020 Proxy Statement for a more detailed discussion of the respective 20202021 and 20192020 adjustments. See also “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.
| | Years ended December 31 | | 2021 | | 2020 | | 2019 | | Years ended December 31 | | 2022 | | 2021 | |
| | ($ in millions) | | | | | | | | ($ in millions) | | | | | | | | | | | |
| | ASB NET INCOME
| | | | | | | | ASB NET INCOME | | | | | | | | | | | |
| | GAAP (as reported) | | $101.2 | | $57.6 | | $89.0 | | GAAP (as reported) | | | $ | 80.0 | | | | $ | 101.2 | | |
| | Excluding special items (after-tax) for LTIP purposes: | | | | | | | | Excluding special items (after-tax) for LTIP purposes: | | | | | | | | | | | |
| | Provision for credit losses related to the pandemic1 | | (16.8) | | 25.2 | | | | Allowance (reversal of allowance) for credit losses related to the pandemic1 | | | | (9.6) | | | | | (16.8) | | |
| | Executive officer settlement2 | | 1.4 | | | | | | Executive officer settlement2 | | | | — | | | | | 1.4 | | |
| | State Unemployment Tax assessment3 | | (0.9) | | | | | | State Unemployment Tax assessment3 | | | | — | | | | | (0.9) | | |
| | COVID-19 related expenses4 | | — | | 3.7 | | | | Branch lease termination costs (gain on sale of branches) | | | | (0.1) | | | | | — | | |
| | Branch lease termination costs | | — | | 0.6 | | | | Pension defeasement4 | | | | (1.0) | | | | | (1.1) | | |
| | Gain from VISA stock sale, net | | — | | (2.2) | | | | Non-GAAP (adjusted) net income for 2020-22 LTIP purposes | | | $ | 69.3 | | | | $ | 83.8 | | |
| | Sale of former headquarters, net of campus transition costs | | — | | — | | (5.6) | | ASB Return on Average Common Equity (%) | | | | | | | | | | | |
| | Pension defeasement5 | | (1.3) | | 1.2 | | (0.4) | | Based on GAAP | | | | 14.1 | | | | | 13.8 | | |
| | Non-GAAP (adjusted) net income for 2019-21 LTIP purposes | | $83.7 | | $86.1 | | $83.0 | | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes | | | | 12.2 | | | | | 11.4 | | |
| | ASB Return on Average Common Equity (%) | | | | | | | | ASB EFFICIENCY RATIO (%) | | | | | | | | | | | |
| | Based on GAAP | | 13.8 | | 8.1 | | | | Based on GAAP | | | | 66.3 | | | | | 65.3 | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes | | 11.4 | | 12.1 | | | | Adjustment for pre-tax ASB items above | | | | 0.3 | | | | | 0.3 | | |
| | ASB EFFICIENCY RATIO (%) | | | | | | | | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes | | | | 66.6 | | | | | 65.6 | | |
| | Based on GAAP | | 65.3 | | 61.5 | | | | |
| | Adjustment for pre-tax ASB items above | | 0.4 | | (1.9) | | | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes | | 65.7 | | 59.6 | | | | |
Note: Columns may not foot due to rounding
1
| See footnote 2 in the table above regarding provision for credit losses. |
2
| See footnote 4 in the table above regarding the state unemployment tax assessment. |
3
| See footnote 3 in the table above regarding the executive settlement. |
4
| See footnote 5 in the table above regarding COVID-19 related expenses. |
5
| See footnote 7 in the table above regarding pension defeasement. |
1
See footnote 2 in the table above regarding Allowance (reversal of allowance) for credit losses.TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
| | | |
2
See footnote 4 in the table above regarding the state unemployment tax assessment.
3
See footnote 3 in the table above regarding the executive settlement.
4
See footnote 6 in the table above regarding pension defeasement.
Hawaiian Electric. The Compensation Committee did not make any adjustments to the Utility’s 2022, 2021 2020 or 20192020 net income.
See pages 41-42 of HEI’s 2019 Proxy Statement for a more detailed discussion of the 2018 adjustments. See also “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.
| | ($ in millions)
| | | | | | | | | | | | | |
| | UTILITY NET INCOME
| | | | | | | | | | | | | |
| | GAAP (as reported) | | | $177.6 | | | $169.3 | | | $156.8 | | | $143.7 | |
| | Excluding special items (after-tax) for LTIP purposes only:
| | | | | | | | | | | | | |
| | Ongoing impacts relating to the termination of merger1 | | | — | | | — | | | — | | | 12.4 | |
| | Federal tax reform and related impacts2 | | | — | | | — | | | — | | | (4.7) | |
| | Non-GAAP (adjusted) net income for 2019-21 LTIP purposes | | | $177.6 | | | $169.3 | | | $156.8 | | | $151.3 | |
Note: Columns may not foot due to rounding
1
| Primarily reflects certain expenses related to the termination of the proposed merger with NextEra Energy, including Hawaiian Electric's liquid natural gas (LNG) project costs and adjustments to test year revenue requirements for customer benefit adjustments in the Hawaiian Electric and Maui Electric rate case decisions. |
2
| For 2018 LTIP purposes, reflects various tax adjustments for tax reform and related impacts. |
2020-22 2021-23 Long-Term Incentive Plan. HEI’s 2020-222021-23 long-term incentive plan was described on pages 37-3837-39 of the 20212022 Proxy Statement.
Restricted stock units
HEI named executive officers are eligible to receive annual equity-based grants in the form of RSUs that vest over a period of years. Beginning with grants made in 2021, RSUs vest over a three -yearthree-year period, with RSUs granted prior to 2021 vesting over a four-year period. RSUs offer executives the opportunity to receive shares of HEI Common Stock when the restrictions lapse, generally subject to continued employment with the Company through vesting.
The value of the annual RSU grant is a percentage of the executive’s base salary. These awards are designed to focus executives on creating long-term value for the
Company’s stakeholders. Since they take three or four years (as applicable) to fully vest, the RSUs also are designed to promote retention. The RSUs vest and convert to shares of HEI Common Stock in three or four (as applicable) equal annual installments beginning one year from the date of grant (plus compounded dividend equivalent shares on the installment that vested in such year).
The 20212022 RSU grants are set forth in the “2021“2022 Grants of Plan-Based Awards” table in the “Executive Compensation Tables” section below.
Benefits
Retirement and savings plans
HEI, Hawaiian Electric and ASB provide retirement benefits to the named executive officers to promote financial security in recognition of years of service and to attract and retain high-quality leaders.
HEI and Hawaiian Electric employees (including each named executive officer employed by HEI or Hawaiian Electric), but not ASB employees, are eligible to participate in the HEI Retirement Plan, which is a tax-qualified defined benefit pension plan, and to save for retirement on a tax-deferred (or Roth) basis through HEI’s Retirement Savings Plan, a tax-qualified defined contribution 401(k) plan.plan, which does not provide non-elective employer contributions for any participants and does not provide matching contributions for participants who joined the Company before May 1, 2011.
Compensation Discussion and Analysis
In 2011, HEI amended the HEI Retirement Plan and HEI Retirement Savings Plan to create a new benefit structure for employees hired on or after May 1, 2011. Employees covered by the new benefit structure receive a reduced
pension benefit under the HEI Retirement Plan, but are eligible for limited matching contributions under the HEI Retirement Savings Plan. These changes were intended to lower the cost of pension benefits over the long term. Mr.Messrs. Ito and Hazelton joined the Company after May 1, 2011 and isare eligible to receive matching contributions under the amended HEI Retirement Savings Plan. Ms. LauMessrs. Seu and Messrs. Murao and SeuMs. Kimura are not eligible for and did not receive matching contributions under that plan, since they joined the Company prior to May 1, 2011. The HEI Retirement Savings Plan does not provide employer contributions, other than matching contributions, to any participant. The HEI Retirement Plan was further amended in January 2022, with amendments affecting employees hired after January 1, 2022. No named executive officer was impacted by the 2022 amendments.
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
Additional retirement benefits that cannot be paid from the HEI Retirement Plan due to Internal Revenue Code limits are provided to named executive officers and other executives employed by HEI and Hawaiian Electric through the nonqualified HEI Excess Pay Plan. Benefits under the HEI Excess Pay Plan are determined using the same formula as the HEI Retirement Plan, but are not subject to the Internal Revenue Code limits on the amount of annual compensation that can be used for calculating benefits under qualified retirement plans and on the amount of annual benefits that can be paid from qualified retirement plans. This allows those participating in the HEI Excess Pay Plan a total retirement benefit at the same general percentage of final average pay afforded to other employees under the HEI Retirement Plan. In 2022, all of the named executive officers except for Ms. Teranishi participated in the HEI Excess Pay Plan. Retirement benefits are discussed in further detail below in the 2022 Pension Benefits table and related notes.
ASB’s employees, including its president and CEO (who is a named executive officer), may participate in the ASB
401(k) Plan, a tax-qualified defined contribution 401(k) plan. After an employee has completed one year of service, ASB matches the employee’s contributions on a dollar-for-dollar basis up to 4% of eligible compensation deferred. In 2021,2022, eligible compensation was capped at $290,000.$305,000. ASB also provides discretionary, nonelective profit-sharing contributions to the accounts of employees who are employed on the last day of the plan year or terminate employment during the plan year because of retirement, death or disability. Ms. Teranishi and Mr. Wacker received matching contributions under the plan in 2021, in each case2022, limited to the amount permitted based on eligible compensation.
Retirement benefits are discussed in further detail in the “2021“2022 Pension Benefits” table and related notes in the “Executive Compensation Tables” section below.
Deferred compensation plans
HEI provides named executive officers and other executives the opportunity to participate in plans that allow them to defer compensation and the resulting tax liability.
HEI and Hawaiian Electric named executive officers and directors of HEI, Hawaiian Electric and ASB may participate in the HEI Deferred Compensation Plan, a nonqualified deferred compensation plan implemented in 2011 and amended and restated effective January 1, 2019, that allows the deferral of portions of the participants’ cash compensation, with certain limitations, and provides investment opportunities that are substantially similar to those available under HEI’s Retirement Savings Plan. In 2021,2022, there were no matching or other employer contributions under this plan for employees of HEI, Hawaiian Electric or ASB. HEI and Hawaiian Electric named executive officers are also eligible to defer payment of annual and long-term incentive awards and the resulting tax liability under a prior nonqualified deferred compensation plan. No named executive officer deferred compensation under either of these plans in 2021.
2022.The American Savings Bank Select Deferred Compensation Plan (ASB Deferred Compensation Plan) is a nonqualified deferred compensation plan that allows senior members of ASB management to defer up to 100% of current salary, annual bonus and commissions. Pursuant to a 2009 amendment, for plan years beginning January 1, 2010, the plan provides for employer matching contributions and profit-sharing contributions. These matching and profit-sharing contributions take into account compensation which is excluded from consideration under the ASB 401(k) Plan, including on account of being contributed to the ASB Deferred Compensation Plan or being in excess of limits on eligible compensation imposed by the Internal Revenue Code. Ms. Lau participated in the ASB Deferred Compensation Plan during her employment with ASB. Ms. Teranishi and Mr. Wacker did not elect to defer compensation under such plan in 2021.2022.
Deferred compensation benefits are discussed in further detail in the “2021“2022 Nonqualified Deferred Compensation” table and related notes in the “Executive Compensation Tables” section below.
Executive Death Benefit Plan (frozen since 2009)
In September 2009, HEI froze the Executive Death Benefit Plan of HEI and Participating Subsidiaries, which provides death benefits to an executive’s beneficiaries following the executive’s death while employed or after retirement. As part of the freeze, HEI closed the plan to new participants and ceased all benefit accruals for current participants (i.e., there will be no increase in death benefits due to salary increases after September 9, 2009).
Under contracts with Executive Death Benefit Plan participants in effect before September 2009, the death benefits were grossed up for tax purposes. This treatment was considered appropriate because the executive death
benefit is a form of life insurance and, historically, life insurance proceeds have been excluded from income for federal tax purposes. Ms. Lau and Mr. Seu areis covered under the Executive Death Benefit Plan. Messrs. Ito, Murao and Hazelton and MuraoMs. Kimura are not covered under the plan because they joined the Company or were not executive officers until after the plan was frozen. Ms. Teranishi and Mr. Wacker also areis not covered because ASB is not a participating employer in the plan. Death benefits are discussed in further detail in the “2021“2022 Pension Benefits” table and related notes in the “Executive Compensation Tables” section below.
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COMPENSATION DISCUSSION AND ANALYSIS
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Double-trigger change-in-control agreements
The Compensation & Human Capital Management Committee and Board consider change-in-control agreements to be an appropriate tool to recruit executives as an expected part of their compensation package to encourage the continued attention of key executives to the
Compensation Discussion and Analysis
performance of their duties without distraction in the event of a potential change in control and to assist in retaining key executives. Change-in-control agreements can protect against executive flight during a transaction when key executives might, in the absence of the agreement, leave the Company and accept employment elsewhere. As of December 31, 2021,2022, each of the named executive officers except Mr. Wacker wereMessrs. Ito and Hazelton was party to a change-in-control agreement. The Company entered into a change-in-control agreement with Mr. Ito effective January 1, 2023.
All of the change-in-control agreements are double trigger, which means that they provide for cash severance and other benefits only upon a qualifying termination of the executives’ employment following a change in control. In determining the amount an executive is eligible to receive in such an event, the Compensation & Human Capital Management Committee takes into account the executive’s expected role in a potential transaction, value to the organization and internal equity. The agreements approved by the Compensation & Human Capital Management Committee provide for a cash lump sum payment of three times base salary plus annual incentive for Ms. Lau (who retired effective January 3, 2022)Mr. Seu and two times base salary plus annual incentive for Messrs. HazeltonIto and Murao and SeuMss. Kimura and Ms. Teranishi. The annual
incentive pay used in calculating the severance payment is the greater of the current annual incentive target or the largest actual annual incentive payout during the preceding three fiscal years. Aggregate payments under these agreements are limited to the maximum amount deductible under Section 280G of the Internal Revenue Code and there are no tax gross ups with respect to payments under these agreements. Payment of the severance benefits is conditioned on the Company receiving a release of claims by the executive.
The change-in-control agreements have initial terms of two years and automatically renew for an additional year on each anniversary unless 90 days’ notice of nonrenewal is provided by either party, so that the protected period is at least one year upon nonrenewal. The agreements remain in effect for two years following a change in control. The agreements define a change in control generally as a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of the Board following consummation of a merger, tender offer or similar transaction. For executives of ASB and Hawaiian Electric, the definition of “change-in-control” includes a change in the ownership of ASB or Hawaiian Electric, as applicable. Change-in-control benefits are discussed in further detail in the “Potential Payments Upon Termination or Change in Control” section and related notes in the “Executive Compensation Tables” section below.
HEI provides minimal other compensation to the named executive officers in the form of perquisites because such items are commonly provided to business executives in Hawai‘i, such as club memberships primarily for the purpose of business entertainment, or are necessary to recruit executives, such as relocation expenses or extra weeks of vacation. HEI may, from time to time, reimburse for reasonable business-related expenses. In 2021,2022, each named executive officer except Mr. Ito had a Company-paid club
membership, which is commonly provided to business executives in Hawai‘i and used for the primary purpose of business entertainment expected of executives in their positions. Messrs. Hazelton andentertainment. Mr. Murao received four weeks of vacation in 2021,2022 and Mr. Hazelton received two weeks of vacation during seven months of 2022, in each case which was more than other employees with similar length of service typically receive. Ms. Teranishi received 35 days of paid time off in 2021,2022, which is threetwo days more than ASB employees with similar length of service.
HEI has eliminated nearly all tax gross ups. There are no tax gross ups on club membership initiation fees or membership dues, or in the change-in-control agreements for the named executive officers who have such
agreements. As discussed under “Benefits — Executive Death Benefit Plan” above, tax gross ups of death benefits only apply to executives who participated in the Executive Death Benefit Plan before it was frozen in 2009.
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
Compensation Discussion and Analysis
Additional policiesPolicies and information
Information
Our programs are designed to guard against excessive risk
HEI’s compensation policies and practices are designed to encourage executives to build value for all stakeholders, including shareholders, customers and employees, and to discourage decisions that introduce inappropriate risks.
HEI’s Enterprise Risk Management (ERM) function is principally responsible for identifying and monitoring risk at the holding company and its subsidiaries, and for reporting on high-risk areas to the Board and designated Board committees. As a result, all HEI directors, including those who serve on the Compensation & Human Capital Management Committee, are apprised of risks that could reasonably be expected to have a material adverse effect on HEI.
Risk assessment. On an annual basis, the Compensation & Human Capital Management Committee and its independent compensation consultant review a risk assessment of compensation programs in place at HEI and its subsidiaries for all employees, which is updated annually by the Company’s ERM function. Based on its review of the risk assessment of compensation programs in place in 20212022 and consultation with FW Cook, the Compensation & Human Capital Management Committee believes that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.
Risk mitigation features of our programs. Our compensation programs incorporate the following features to promote prudent decision-making and guard against excessive risk:
•
Financial performance objectives for the annual incentive program are linked to Board-approved budget guidelines, and nonfinancial measures (such as customer satisfaction, reliability and safety) are aligned with the interests of all HEI stakeholders.
•
An executive compensation recovery policy (clawback policy) permits recoupment of performance-based compensation paid to executives found personally responsible for fraud, gross negligence or intentional misconduct that causes a significant restatement of HEI’s financial statements.
•
Annual and long-term incentive awards are capped at maximum performance levels.
•
Financial opportunities under long-term incentives are greater than those under annual incentives, emphasizing the importance of long-term outcomes.
•
Share ownership and retention guidelines, requiring named executive officers to hold significant amounts of HEI stock, promote a shared interest in HEI’s long-term performance.
•
Long-term incentive payouts are 100% equity-based, so executives share in the same upside potential and downside risk as all shareholders.
•
Annual grants of RSUs and long-term incentives vest over a period of years to encourage sustained performance and executive retention.
•
Performance-based plans use a variety of financial metrics (e.g., net income, ROACE) and nonfinancial performance metrics that correlate with long-term creation of shareholder value and are impacted by management decisions.
•
The Compensation & Human Capital Management Committee and Board continuously monitor risks faced by the enterprise, including through management presentations at quarterly meetings and through periodic written reports from management.
Share ownership and retention are required throughout employment with the Company
HEI named executive officers are required to own and retain HEI stock throughout employment with the Company. Each officer subject to the requirements has until January 1 of the year following the fifth anniversary of the later of (i) an amendment to his or her required level of stock ownership or (ii) first becoming subject to the requirements (Compliance Date) to reach the following ownership levels:
| | Position | | | Value of Stock to be Owned | |
| | HEI President & CEO | | | 5x base salary | |
| | Other Named Executive Officers | | | 2x base salary | |
Ms. Lau and Mr. Hazelton each exceeded the specified levelEach of stock ownership for their positions by the time of their respective compliance dates. Messrs. Ito, Murao and Seu and Ms.Mss. Kimura and Teranishi havehas not yet reached theirhis or her respective compliance dates.date.
Until reaching the applicable stock ownership target, officers subject to the requirements must retain 50% of shares received in payout under the LTIP (net of any shares withheld for taxes) and 50% of shares received through the vesting of RSUs (net of any shares withheld for taxes).
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COMPENSATION DISCUSSION AND ANALYSIS
| | | |
The Compensation & Human Capital Management Committee has the authority to approve hardship exceptions to these retention requirements.
Hedging and pledging are prohibited
The Company’s Insider Trading Policy, among other prohibitions, prohibits all directors, officers and employees of HEI and its subsidiaries (as well as the spouses, minor children, adult family members sharing the same household and any other person for whom the director, officer or employee exercises substantial control over such person’s securities trading decisions) from holding Company securities in margin
Compensation Discussion and Analysis
Company securities or engaging (directly or indirectly) in hedging transactions, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities. Hedging transactions include (but are not limited to) collars, equity swaps, exchange funds and prepaid variable forward sale contracts.
Clawback policy applies to performance-based pay
HEI has an executive compensation clawback policy that applies to any performance-based compensation awarded to an executive officer. Under that policy, in the event the financial statements of HEI or any of its subsidiaries are significantly restated, the Compensation & Human Capital Management Committee and Board will review the circumstances that caused the need for the restatement and determine whether fraud, gross negligence or
intentional misconduct was involved. If so, the Board may direct the Company to recover all or a portion of any performance-based award from the executive officer(s) found personally responsible. TheOn October 26, 2022, the SEC has issued proposedadopted final rules concerningimplementing the clawback policies pursuant toprovisions of the Dodd-Frank Act.Act that direct the national stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. HEI will amend its clawback policy to ensure it is consistentcomplies with the final rules adopted by the NYSE, as and when required.
The Compensation & Human Capital Management Committee considers tax and accounting impacts on compensation
In designing compensation programs, the Compensation & Human Capital Management Committee considers the tax and accounting implications of its decisions, along with other factors described in this Proxy Statement.
Tax matters. Section 162(m) of the Internal Revenue Code generally limits to $1 million, per applicable executive, the annual federal income tax deduction that a publicly held corporation may claim for total taxable compensation payable to certain covered executive officers, including both current and former executives.
In determining compensation for our executive officers, the Compensation & Human Capital Management Committee primarily considers factors that provide incentives for the achievement of business objectives, but also considers the extent to which the compensation is deductible. The Compensation & Human Capital Management Committee recognizes the impact of Section 162(m) and its significance to the company’s compensation programs but retains the flexibility and discretion to structure compensation appropriately, whether or not deductible.
Another tax consideration factored into the design of the Company’s compensation programs is compliance with the requirements of Section 409A of the Internal Revenue Code, for which noncompliance can result in additional taxes on participants in deferred compensation arrangements.
Accounting matters. In establishing performance goals for equity compensation, the Compensation & Human Capital Management Committee may consider the impact of accounting rules. Accounting rules prescribe the way in which compensation is expensed. For example, under GAAP, compensation is generally expensed when earned. Financial Accounting Standards Board Accounting Standards Codification Topic 718 generally requires that equity compensation awards be accounted for based on their grant-date fair value, which is recognized over the relevant service periods. The Compensation & Human Capital Management Committee also has discretion in determining the level of achievement for the award and may determine that there should not be any incentive payout that would result solely from the adoption of a new accounting principle that affects a financial measure.
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| | | COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION & HUMAN CAPITAL MANAGEMENT COMMITTEE REPORTCompensation Discussion and Analysis
Compensation & Human Capital Management Committee Report
The Compensation & Human Capital Management Committee, which is composed solely of independent directors, has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on such review and discussion, the Compensation &
Human Capital Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into HEI’s 20212022 Form 10-K.
Compensation & Human Capital Management Committee
Richard J. Dahl, Chairperson
Chair
Thomas B. Fargo
Peggy Y. Fowler
Micah A. Kāne
COMPENSATIONCompensation & HUMAN CAPITAL MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Human Capital Management Committee Interlocks and Insider ParticipationThe Compensation & Human Capital Management Committee consists of the threefour independent directors listed above under “Compensation & Human Capital Management Committee Report.” No member of the Compensation & Human Capital Management Committee during 20212022 was an employee or former employee of HEI. During 2021,2022, no member of the Compensation & Human Capital Management Committee had a relationship that
must be described under SEC rules regarding disclosure of related person transactions. In 2021,2022, none of HEI’s executive officers served on the compensation committee (or its equivalent) or board of directors of another entity (excluding tax-exempt organizations) where an executive officer of such an entity served on the Compensation & Human Capital Management Committee or Board of Directors.
TABLE OF CONTENTS
EXECUTIVE COMPENSATION TABLESExecutive Compensation Tables
Executive Compensation Tables
Summary Compensation Table
The table below shows total compensation for years ended December 31, 20192020 through 2021 for Ms. Lau and Messrs. Hazelton and Wacker, for 2020 and 20212022 for Messrs. Seu, Murao and Seu (who were not NEOs in 2019),Hazelton, for 2021 and for 20212022 for Ms. Teranishi (who was not an NEO in 20192020), and 2020)for 2022 for Mr. Ito and Ms. Kimura (who were not NEOs in 2020 and 2021).
20212022 SUMMARY COMPENSATION TABLE| | Constance H. Lau
HEI President & CEO
ASB Chairperson | | | 2021 | | | 955,000 | | | 3,204,098 | | | 1,756,546 | | | — | | | 17,879 | | | 5,933,523 | | | 5,933,523 | |
| | 2020 | | | 950,217 | | | 2,378,882 | | | 1,202,503 | | | 576,610 | | | — | | | 4,531,602 | | | 5,108,212 | |
| | 2019 | | | 926,300 | | | 2,344,943 | | | 957,886 | | | 660,533 | | | 13,239 | | | 4,242,368 | | | 4,902,901 | |
| | Gregory C. Hazelton
HEI Executive Vice
President and CFO
| | | 2021 | | | 546,400 | | | 1,100,746 | | | 653,243 | | | 116,175 | | | 26,054 | | | 2,326,443 | | | 2,442,618 | |
| | 2020 | | | 543,750 | | | 707,755 | | | 412,830 | | | 186,825 | | | 26,328 | | | 1,690,663 | | | 1,877,488 | |
| | 2019 | | | 527,917 | | | 693,866 | | | 321,724 | | | 184,099 | | | 26,057 | | | 1,569,564 | | | 1,753,663 | |
| | Kurt K. Murao
HEI Executive Vice
President, General Counsel,
Chief Administrative Officer
and Corporate Secretary | | | 2021 | | | 402,000 | | | 499,262 | | | 443,638 | | | 252,374 | | | 14,873 | | | 1,359,773 | | | 1,612,147 | |
| | 2020 | | | 352,000 | | | 369,992 | | | 244,954 | | | 315,725 | | | — | | | 966,946 | | | 1,282,671 | |
| | Scott W. H. Seu
Hawaiian Electric
President & CEO | | | 2021
| | | 506,667 | | | 821,405 | | | 599,588 | | | 1,002,005 | | | — | | | 1,927,660 | | | 2,929,665 | |
| | 2020 | | | 419,750 | | | 651,282 | | | 394,587 | | | 999,547 | | | — | | | 1,465,619 | | | 2,465,166 | |
| | Ann C. Teranishi
ASB President & CEO | | | 2021 | | | 473,707 | | | 626,520 | | | 600,098 | | | — | | | 23,996 | | | 1,724,321 | | | 1,724,321 | |
| | Richard F. Wacker
Former ASB President & CEO
| | | 2021 | | | 248,435 | | | 1,040,947 | | | — | | | — | | | 5,015,260 | | | 6,304,642 | | | 6,304,642 | |
| | 2020 | | | 717,700 | | | 718,864 | | | 539,854 | | | — | | | 16,022 | | | 1,992,440 | | | 1,992,440 | |
| | 2019 | | | 700,200 | | | 710,286 | | | 519,548 | | | — | | | 37,857 | | | 1,967,891 | | | 1,967,891 | |
1
| Salary. This column represents cash base salary received for the year.
|
2
| Stock Awards. These amounts represent the aggregate grant date fair value of stock awards granted in the years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). For 2019, 2020 and 2021, these amounts are composed of: (i) the opportunity (based on probable outcome of performance conditions (in this case, target) as of the grant date) to earn shares of HEI Common Stock in the future pursuant to the 2019-21, 2020-22 and 2021-23 LTIPs, respectively, if pre-established performance goals are achieved and (ii) RSUs vesting in installments over a four-year period (for grants made in 2021) or a three-year period (for grants made before 2021). See the 2021 Grants of Plan-Based Awards table below for the portion of the amount in the Stock Awards column above that is composed of 2021 grants of RSUs and performance-based award opportunities under the 2021-23 LTIP. Assuming achievement of the highest level of performance conditions, the maximum value of the performance awards payable in 2024 under the 2021-23 LTIP would be: Ms. Lau $4,975,676; Mr. Hazelton $1,355,098; Mr. Murao $636,704; Mr. Seu $1,034,798, Ms. Teranishi $704,046 and Mr. Wacker $1,794,866.
|
| For a discussion of the assumptions underlying the amounts set out for the RSUs and 2021-23 LTIP, see Note 11 to the Consolidated Financial Statements in HEI’s 2021 Form 10-K. |
3
| Nonequity Incentive Plan Compensation. These amounts represent cash payouts to named executive officers under the annual incentive plan, the EICP, earned for the years shown.
|
4
| Change in Pension Value and Nonqualified Deferred Compensation Earnings. These amounts represent the change in present value of the accrued pension and executive death benefits from beginning of year to end of year for 2019, 2020 and 2021. These amounts are not current payments; pension and executive death benefits are only paid after retirement or death, as applicable. The amounts in this column depend heavily on changes in actuarial assumptions, such as discount rates, and also are impacted by years of service and age. For 2021, the decrease in value was primarily due to an increase in discount rates, which results in a decrease in the present value of the accrued benefit. In accordance with SEC rules, the negative change in value in 2021 for Ms. Lau is shown as no change in the table above. For 2020, the increase in value was primarily due to a decrease in discount rates, which results in an increase in the present value of the accrued benefit. For a further discussion of the applicable plans, see the 2021 Pension Benefits table and related notes below. No named executive officer had above-market or preferential earnings on nonqualified deferred compensation for the periods covered in the table above.
|
| | Name and 2022
Principal Positions | | | Year | | | Salary
($)1 | | | Bonus
($)2 | | | Stock
Awards
($)3 | | | Nonequity
Incentive Plan
Compensation
($)4 | | | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)5 | | | All Other
Compensation
($)6 | | | Total
Without
Change in
Pension
Value
($)7 | | | Total
($) | |
| | Scott W. H. Seu
HEI President & CEO
ASB Chair | | | | | 2022 | | | | | | 875,000 | | | | | | — | | | | | | 1,830,874 | | | | | | 869,129 | | | | | | 236,512 | | | | | | — | | | | | | 3,575,003 | | | | | | 3,811,515 | | |
| | | | 2021 | | | | | | 506,667 | | | | | | — | | | | | | 821,405 | | | | | | 599,588 | | | | | | 1,002,005 | | | | | | — | | | | | | 1,927,660 | | | | | | 2,929,665 | | |
| | | | 2020 | | | | | | 419,750 | | | | | | — | | | | | | 651,282 | | | | | | 394,587 | | | | | | 999,547 | | | | | | — | | | | | | 1,465,619 | | | | | | 2,465,166 | | |
| | Paul K. Ito
HEI Executive Vice President,
CFO & Treasurer* | | | | | 2022 | | | | | | 313,425 | | | | | | 108,750 | | | | | | 244,373 | | | | | | 140,054 | | | | | | — | | | | | | 9,150 | | | | | | 815,752 | | | | | | 815,752 | | |
| | Kurt K. Murao
HEI Executive Vice President,
General Counsel, Chief
Administrative Officer and
Corporate Secretary | | | | | 2022 | | | | | | 428,667 | | | | | | — | | | | | | 467,085 | | | | | | 255,475 | | | | | | — | | | | | | 15,281 | | | | | | 1,166,508 | | | | | | 1,166,508 | | |
| | | | 2021 | | | | | | 402,000 | | | | | | — | | | | | | 499,262 | | | | | | 443,638 | | | | | | 252,374 | | | | | | 14,873 | | | | | | 1,359,773 | | | | | | 1,612,147 | | |
| | | | 2020 | | | | | | 352,000 | | | | | | — | | | | | | 369,992 | | | | | | 244,954 | | | | | | 315,725 | | | | | | — | | | | | | 966,946 | | | | | | 1,282,671 | | |
| | Shelee M. T. Kimura
Hawaiian Electric President & CEO | | | | | 2022 | | | | | | 450,000 | | | | | | — | | | | | | 814,267 | | | | | | 249,909 | | | | | | — | | | | | | — | | | | | | 1,514,176 | | | | | | 1,514,176 | | |
| | Ann C. Teranishi
ASB President & CEO | | | | | 2022 | | | | | | 605,000 | | | | | | — | | | | | | 600,723 | | | | | | 764,357 | | | | | | — | | | | | | 56,774 | | | | | | 2,026,854 | | | | | | 2,026,854 | | |
| | | | 2021 | | | | | | 473,707 | | | | | | — | | | | | | 626,520 | | | | | | 600,098 | | | | | | — | | | | | | 23,996 | | | | | | 1,724,321 | | | | | | 1,724,321 | | |
| | Gregory C. Hazelton
Former HEI Executive Vice President and CFO | | | | | 2022 | | | | | | 278,733 | | | | | | — | | | | | | 757,904 | | | | | | 193,721 | | | | | | — | | | | | | 15,126 | | | | | | 1,245,484 | | | | | | 1,245,484 | | |
| | | | 2021 | | | | | | 546,400 | | | | | | — | | | | | | 1,100,746 | | | | | | 653,243 | | | | | | 116,175 | | | | | | 26,054 | | | | | | 2,326,443 | | | | | | 2,442,618 | | |
| | | | 2020 | | | | | | 543,750 | | | | | | — | | | | | | 707,755 | | | | | | 412,830 | | | | | | 186,825 | | | | | | 26,328 | | | | | | 1,690,663 | | | | | | 1,877,488 | | |
*
Mr. Ito served as Interim Chief Financial Officer from July 2 to December 31, 2022, and was appointed Executive Vice President, Chief Financial Officer and Treasurer effective January 1, 2023.
1
Salary. This column represents cash base salary received for the year.
2
Bonus. Represents the supplemental cash award paid to Mr. Ito for his service as Interim Chief Financial Officer from July 2 to December 31, 2022.
3
Stock Awards. These amounts represent the aggregate grant date fair value of stock awards granted in the years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). For 2020, 2021 and 2022, these amounts are composed of: (i) the opportunity (based on probable outcome of performance conditions (in this case, target) as of the grant date) to earn shares of HEI Common Stock in the future pursuant to the 2020-22, 2021-23 and 2022-24 LTIPs, respectively, if pre-established performance goals are achieved and (ii) RSUs vesting in installments over a three-year period (for grants made in 2021 and 2022) or a four-year period (for grants made in 2020). See the 2022 Grants of Plan-Based Awards table below for the portion of the amount in the Stock Awards column above that is composed of 2022 grants of RSUs and performance-based award opportunities under the 2022-24 LTIP. Assuming achievement of the highest level of performance conditions, the maximum value of the performance awards payable in 2025 under the 2022-24 LTIP would be: Mr. Seu $2,611,731; Mr. Ito $300,712; Mr. Murao $548,357; Ms. Kimura $863,456, Ms. Teranishi $838,422 and Mr. Hazelton $955,546.
For a discussion of the assumptions underlying the amounts set out for the RSUs and 2022-24 LTIP, see Note 11 to the Consolidated Financial Statements in HEI’s 2022 Form 10-K.
4
Nonequity Incentive Plan Compensation. These amounts represent cash payouts to named executive officers under the annual incentive plan, the EICP, earned for the years shown.
5
Change in Pension Value and Nonqualified Deferred Compensation Earnings. These amounts represent the change in present value of the accrued pension and executive death benefits from beginning of year to end of year for 2020, 2021 and 2022. These amounts are not current payments; pension and executive death benefits are only paid after retirement or death, as applicable. The amounts in this column depend heavily on changes in actuarial assumptions, such as discount rates, and also are impacted by years of service and age. For 2022, the decrease in value was primarily due to an increase in discount rates, which results in a decrease in the present value of the accrued benefit. For Mr. Seu, the decrease was more than offset by the increase in Excess Pay Plan value as a result of his promotion to HEI President & CEO effective January 1, 2022. In accordance with SEC rules, the negative change in value in 2022 for Messrs. Ito, Murao and Hazelton and Ms. Kimura is shown as no change in the table above. For a further discussion of the applicable plans, see the 2022 Pension Benefits table and related notes below. No named executive officer had above-market or preferential earnings on nonqualified deferred compensation for the periods covered in the table above.
TABLE OF CONTENTS
5
| All Other Compensation. The following table summarizes the components of “All Other Compensation” with respect to 2021:Executive Compensation Tables
6
All Other Compensation. The following table summarizes the components of “All Other Compensation” with respect to 2022: | | Name | | | Contributions to Defined
Contribution Plans
($)a | | | Other ($)b | | | Total All
Other
Compensation
($) | | | | Scott W. H. Seu | | | | | — | | | | | | — | | | | | | — | | | | | Paul K. Ito | | | | | 9,150 | | | | | | — | | | | | | 9,150 | | | | | Kurt K. Murao | | | | | — | | | | | | 15,281 | | | | | | 15,281 | | | | | Shelee M. T. Kimura | | | | | — | | | | | | — | | | | | | — | | | | | Ann C. Teranishi | | | | | 12,200 | | | | | | 44,574 | | | | | | 56,774 | | | | | Gregory C. Hazelton | | | | | 6,128 | | | | | | 8,998 | | | | | | 15,126 | | |
a
Messrs. Ito and Hazelton received matching contributions to their respective account in the HEI Retirement Savings Plan up to the amount permitted based on eligibcompensation ($305,000 in 2022). Ms. Teranishi received matching contributions to her account in the ASB 401(k) Plan up to the amount permitted based on eligible compensation ($305,000 in 2022). b
Messrs. Murao and Hazelton and Ms. Teranishi received club membership dues, and Ms. Teranishi received a one-time club initiation fee. Mr. Murao received one more week and Mr. Hazelton received one-half more week of vacation than employees with similar length of service would usually receive. Ms. Teranishi received two more days of paid time off than ASB employees with similar length of service below the Senior Vice President level receive. 7
Total Without Change in Pension Value. Total Without Change in Pension Value represents total compensation as determined under SEC rules, minus the change in pension value and executive death benefits amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. We include this column because the magnitude of the change in pension value and death benefits in a given year is largely determined by actuarial assumptions, such as discount rates and mortality assumptions set by the Society of Actuaries, and does not reflect decisions made by the Compensation & Human Capital Management Committee for that year or the actual benefit necessarily to be received by the recipient. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column and are not a substitute for the Total column. |
| | Constance H. Lau | | | — | | | 17,879 | | | 17,879 | |
| | Gregory C. Hazelton | | | 9,750 | | | 16,304 | | | 26,054 | |
| | Kurt K. Murao | | | — | | | 14,873 | | | 14,873 | |
| | Scott W. H. Seu | | | — | | | — | | | — | |
| | Ann C. Teranishi | | | 11,600 | | | 12,396 | | | 23,996 | |
| | Richard F. Wacker | | | 11,600 | | | 5,003,660 | | | 5,015,260 | |
a
| Mr. Hazelton received matching contributions to his account in the HEI Retirement Savings Plan up to the amount permitted based on eligible compensation ($290,000 in 2021). Ms. Teranishi and Mr. Wacker received matching contributions to their respective account in the ASB 401(k) Plan up to the amount permitted based on eligible compensation ($290,000 in 2021). |
b
| Mss. Lau and Teranishi and Messrs. Hazelton, Murao and Wacker received club membership dues. Ms. Lau also received a travel voucher as a retirement gift. Messrs. Hazelton and Murao received one more week of vacation than employees with similar length of service would usually receive. Ms. Teranishi received three more days of paid time off than ASB employees with similar length of service below the Senior Vice President level receive. Mr. Wacker also received $5,000,000 per his separation agreement. |
6
| Total Without Change in Pension Value. Total Without Change in Pension Value represents total compensation as determined under SEC rules, minus the change in pension value and executive death benefits amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. We include this column because the magnitude of the change in pension value and death benefits in a given year is largely determined by actuarial assumptions, such as discount rates and mortality assumptions set by the Society of Actuaries, and does not reflect decisions made by the Compensation & Human Capital Management Committee for that year or the actual benefit necessarily to be received by the recipient. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column and are not a substitute for the Total column.
|
Additional narrative disclosure about salary, bonus, stock awards, nonequity incentive plan compensation, change in pension benefitsvalue and nonqualified deferred compensation earnings and all other compensation can be found in the Compensation Discussion and Analysis above.
TABLE OF CONTENTS
Executive Compensation Tables
Grants of Plan-Based Awards
The table below shows cash performance award opportunities under the 20212022 EICP, equity-based performance award opportunities granted under the LTIP for performance over the 2021-232022-24 period and payable in 20242025 and RSUs granted in 20212022 and vesting in installments over three years.
20212022 GRANTS OF PLAN-BASEDPLAN-BASED AWARDS
| | | | | | | Estimated Future Payouts
Under Nonequity Incentive
Plan Awards1 | | Estimated Future Payouts
Under Equity Incentive Plan
Awards2 | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)3 | | Grant Date
Fair Value
of Stock
Awards
($)4 | | Name | | Grant Date | | | Estimated Future Payouts
Under Nonequity Incentive
Plan Awards1 | | Estimated Future Payouts
Under Equity Incentive Plan
Awards2 | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)3 | | Grant Date
Fair Value
of Stock
Awards
($)4 | |
| | Name | | Grant Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | |
| | Constance H. Lau | | | 2/9/21 EICP | | 477,500 | | 955,000 | | 1,910,000 | | — | | — | | — | | — | | — | | Scott W. H. Seu | | | 2/11/22 EICP | | | | 437,500 | | | | | 875,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | 2/9/21 LTIP | | — | | — | | — | | 35,131 | | 70,262 | | 140,524 | | — | | 2,487,834 | | | 2/11/22 LTIP | | | | — | | | | | — | | | | | — | | | | | 14,834 | | | | | 29,668 | | | | | 59,336 | | | | | — | | | | | 1,305,872 | | |
| | 2/9/21 RSU | | — | | — | | — | | — | | — | | — | | 21,079 | | 716,264 | | | 2/11/22 RSU | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,715 | | | | | 525,002 | | |
| | Gregory C. Hazelton | | | 2/9/21 EICP | | 177,580 | | 355,160 | | 710,320 | | — | | — | | — | | — | | — | | Paul K. Ito | | | 2/11/22 EICP | | | | 70,521 | | | | | 141,041 | | | | | 282,083 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | 2/9/21 LTIP | | — | | — | | — | | 9,568 | | 19,135 | | 38,271 | | — | | 677,532 | | | 2/11/22 LTIP | | | | — | | | | | — | | | | | — | | | | | 1,708 | | | | | 3,416 | | | | | 6,832 | | | | | — | | | | | 150,356 | | |
| | 2/9/21 RSU | | — | | — | | — | | — | | — | | — | | 8,040 | | 273,199 | | | 2/11/22 RSU | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,277 | | | | | 94,017 | | |
| | 10/7/21 RSU | | — | | — | | — | | — | | — | | — | | 3,658 | | 150,015 | | Kurt K. Murao | | | 2/11/22 EICP | | | | 128,600 | | | | | 257,200 | | | | | 514,400 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | Kurt K. Murao | | | 2/9/21 EICP | | 120,600 | | 241,200 | | 482,400 | | — | | — | | — | | — | | — | | | 2/11/22 LTIP | | | | — | | | | | — | | | | | — | | | | | 3,115 | | | | | 6,229 | | | | | 12,458 | | | | | — | | | | | 274,178 | | |
| | 2/9/21 LTIP | | — | | — | | — | | 4,496 | | 8,991 | | 17,982 | | — | | 318,352 | | | 2/11/22 RSU | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,672 | | | | | 192,907 | | |
| | 2/9/21 RSU | | — | | — | | — | | — | | — | | — | | 5,324 | | 180,910 | | Shelee M. T. Kimura | | | 2/11/22 EICP | | | | 168,750 | | | | | 337,500 | | | | | 675,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | Scott W. H. Seu | | | 2/9/21 EICP | | 202,667 | | 405,334 | | 810,667 | | — | | — | | — | | — | | — | | | 2/11/22 LTIP | | | | — | | | | | — | | | | | — | | | | | 4,904 | | | | | 9,809 | | | | | 19,617 | | | | | — | | | | | 431,756 | | |
| | 2/9/21 LTIP | | — | | — | | — | | 7,306 | | 14,613 | | 29,225 | | — | | 517,420 | | | 2/11/22 RSU | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,264 | | | | | 382,511 | | |
| | 2/9/21 RSU | | — | | — | | — | | — | | — | | — | | 8,946 | | 303,985 | | Ann C. Teranishi | | | 2/11/22 EICP | | | | 211,750 | | | | | 423,500 | | | | | 847,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | Ann C. Teranishi | | | 2/9/21 EICP | | 90,640 | | 181,280 | | 362,560 | | — | | — | | — | | — | | — | | | 2/11/22 LTIP | | | | — | | | | | — | | | | | — | | | | | 4,762 | | | | | 9,524 | | | | | 19,048 | | | | | — | | | | | 419,212 | | |
| | 2/9/21 LTIP | | — | | — | | — | | 1,212 | | 2,425 | | 4,850 | | — | | 85,864 | | | 2/11/22 RSU | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,396 | | | | | 181,511 | | |
| | 2/9/21 RSU | | — | | — | | — | | — | | — | | — | | 3,880 | | 131,842 | | Gregory C. Hazelton | | | 2/11/22 EICP | | | | 196,082 | | | | | 392,163 | | | | | 784,326 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | 5/18/21 EICP | | 59,385 | | 118,769 | | 237,538 | | — | | — | | — | | — | | — | | | 2/11/22 LTIP | | | | — | | | | | — | | | | | — | | | | | 5,427 | | | | | 10,855 | | | | | 21,709 | | | | | — | | | | | 477,793 | | |
| | 5/18/21 LTIP | | — | | — | | — | | 3,047 | | 6,094 | | 12,189 | | — | | 266,136 | | | 2/11/22 RSU | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 6,784 | | | | | 280,111 | | |
| | 5/18/21 RSU | | — | | — | | — | | — | | — | | — | | 3,220 | | 142,678 | | |
| | Richard F. Wacker | | | 2/9/21 EICP | | 287,080 | | 574,160 | | 1,148,320 | | — | | — | | — | | — | | — | | |
| | 2/9/21 LTIP | | — | | — | | — | | 12,673 | | 25,345 | | 50,691 | | — | | 897,415 | | |
| | 2/9/21 RSU | | — | | — | | — | | — | | — | | — | | 4,224 | | 143,532 | | |
EICP: Executive Incentive Compensation Plan (annual incentive)
LTIP: Long-Term Incentive Plan (2021-23(2022-24 period)
RSU: Restricted Stock Units
1
| Estimated Future Payouts Under Nonequity Incentive Plan Awards. Shows possible cash payouts under the 2021 EICP based on meeting performance goals set in February 2021 at threshold, target and maximum levels. Actual payouts for the 2021 EICP are reported in the 2021 Summary Compensation Table above.
|
2
| Estimated Future Payouts Under Equity Incentive Plan Awards. Represents the number of shares of stock that may be issued under the 2021-23 LTIP based upon the achievement of performance goals set in February 2021 at threshold, target and maximum levels and vesting at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata participation based upon completed months of service after a minimum number of months of service in the performance period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid at the end of the performance period based on actual shares earned.
|
3
| All Other Stock Awards: Number of Shares of Stock or Units. Represents the number of RSUs awarded in 2021 that will vest and be issued as unrestricted stock in three equal annual installments on the grant date anniversaries. Unvested awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata vesting up to the date of termination. Receipt of RSU awards is generally subject to continued employment and expiration of the applicable vesting period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid in HEI Common Stock on RSUs vesting in a given year.
|
4
| Grant Date Fair Value of Stock Awards. Grant date fair value for shares under the 2021-23 LTIP is estimated in accordance with the fair-value based measurement of accounting, as described in FASB ASC Topic 718 based upon the probable (in this case, target) outcome of the performance conditions as of the grant date. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see the discussion of performance awards contained in Note 11 (Share-based compensation) to the Consolidated Financial Statements in HEI’s 2021 Form 10-K. Grant date fair value for RSUs is based on the closing price of HEI Common Stock on the NYSE on the date of the grant of the award.
|
1
Estimated Future Payouts Under Nonequity Incentive Plan Awards. Shows possible cash payouts under the 2022 EICP based on meeting performance goals set in February 2022 at threshold, target and maximum levels. Actual payouts for the 2022 EICP are reported in the 2022 Summary Compensation Table above.
2
Estimated Future Payouts Under Equity Incentive Plan Awards. Represents the number of shares of stock that may be issued under the 2022-24 LTIP based upon the achievement of performance goals set in February 2022 at threshold, target and maximum levels and vesting at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata participation based upon completed months of service after a minimum number of months of service in the performance period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid at the end of the performance period based on actual shares earned.
3
All Other Stock Awards: Number of Shares of Stock or Units. Represents the number of RSUs awarded in 2022 that will vest and be issued as unrestricted stock in three equal annual installments on the grant date anniversaries. Unvested awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata vesting up to the date of termination. Receipt of RSU awards is generally subject to continued employment and expiration of the applicable vesting period. Dividend equivalent shares, not included in the table, are compounded over the period at the actual dividend rate and are paid in HEI Common Stock on RSUs vesting in a given year.
4
Grant Date Fair Value of Stock Awards. Grant date fair value for shares under the 2022-24 LTIP is estimated in accordance with the fair-value based measurement of accounting, as described in FASB ASC Topic 718 based upon the probable (in this case, target) outcome of the performance conditions as of the grant date. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see the discussion of performance awards contained in Note 11 (Share-based compensation) to the Consolidated Financial Statements in HEI’s 2022 Form 10-K. Grant date fair value for RSUs is based on the closing price of HEI Common Stock on the NYSE on the date of the grant of the award.
TABLE OF CONTENTS
Executive Compensation Tables
Outstanding Equity Awards at 20212022 Fiscal Year-End
| | | | | | | Stock Awards | | | | | Stock Awards | |
| | | | | | | | | | | Equity Incentive Plan Awards | | | | | Grant
Year | | | Shares or Units of
Stock That Have
Not Vested1 | | | Equity Incentive Plan Awards | |
| | | | | | | Shares or Units of
Stock That Have
Not Vested1 | | | Number of
Unearned
Shares,
Units or Other
Rights That
Have Not
Vested (#)3 | | Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have Not
Vested ($)2 | | | | | Number of
Unearned
Shares,
Units or Other
Rights That
Have Not
Vested (#)3 | | Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have Not
Vested ($)2 | |
| | Name | | Grant
Year | | Number
(#) | | Market
Value
($)2 | | Name | | Number
(#) | | Market
Value
($)2 | |
| | Constance H. Lau | | 2018 | | 5,067 | | 210,281 | | — | | — | | Scott W. H. Seu | | | | | 2019 | | | | | 638 | | | | | 26,700 | | | | | — | | | | | — | | |
| | | | 2019 | | 9,219 | | 382,589 | | — | | — | | | | | 2020 | | | | | 3,270 | | | | | 136,850 | | | | | — | | | | | — | | |
| | | | 2020 | | 11,103 | | 460,775 | | 17,271 | | 716,747 | | | | | 2021 | | | | | 5,964 | | | | | 249,593 | | | | | 14,613 | | | | | 611,554 | | |
| | | | 2021 | | 21,079 | | 874,779 | | 35,131 | | 1,457,937 | | | | | 2022 | | | | | 12,715 | | | | | 532,123 | | | | | 29,668 | | | | | 1,241,606 | | |
| | | | Total | | 46,468 | | 1,928,424 | | 52,402 | | 2,174,684 | | | | | Total | | | | | 22,587 | | | | | 945,266 | | | | | 44,281 | | | | | 1,853,160 | | |
| | Gregory C. Hazelton | | 2018 | | 1,878 | | 77,937 | | — | | — | | Paul K. Ito | | | | | 2019 | | | | | 562 | | | | | 23,520 | | | | | — | | | | | — | | |
| | | | 2019 | | 3,502 | | 145,333 | | — | | — | | | | | 2020 | | | | | 928 | | | | | 38,837 | | | | | — | | | | | — | | |
| | | | 2020 | | 4,236 | | 175,794 | | 4,518 | | 187,497 | | | | | 2021 | | | | | 1,769 | | | | | 74,033 | | | | | 6,015 | | | | | 251,728 | | |
| | | | 2021 | | 11,698 | | 485,467 | | 9,568 | | 397,072 | | | | | 2022 | | | | | 2,277 | | | | | 95,292 | | | | | 3,416 | | | | | 142,960 | | |
| | | | Total | | 21,314 | | 884,531 | | 14,086 | | 584,569 | | | | | Total | | | | | 5,536 | | | | | 231,682 | | | | | 9,431 | | | | | 394,688 | | |
| | Kurt K. Murao | | 2018 | | 619 | | 25,689 | | — | | — | | Kurt K. Murao | | | | | 2019 | | | | | 611 | | | | | 25,570 | | | | | — | | | | | — | | |
| | | | 2019 | | 1,221 | | 50,672 | | — | | — | | | | | 2020 | | | | | 1,645 | | | | | 68,843 | | | | | — | | | | | — | | |
| | | | 2020 | | 2,467 | | 102,381 | | 2,194 | | 91,051 | | | | | 2021 | | | | | 3,549 | | | | | 148,526 | | | | | 8,991 | | | | | 376,273 | | |
| | | | 2021 | | 5,324 | | 220,946 | | 4,496 | | 186,584 | | | | | 2022 | | | | | 4,672 | | | | | 195,523 | | | | | 6,229 | | | | | 260,684 | | |
| | | | Total | | 9,631 | | 399,688 | | 6,690 | | 277,635 | | | | | Total | | | | | 10,477 | | | | | 438,462 | | | | | 15,220 | | | | | 636,957 | | |
| | Scott W. H. Seu | | 2018 | | 375 | | 15,563 | | — | | — | | Shelee M. T. Kimura | | | | | 2019 | | | | | 622 | | | | | 26,031 | | | | | — | | | | | — | | |
| | | | 2019 | | 1,275 | | 52,913 | | — | | — | | | | | 2020 | | | | | 1,006 | | | | | 42,101 | | | | | — | | | | | — | | |
| | | | 2020 | | 4,905 | | 203,558 | | 3,488 | | 144,752 | | | | | 2021 | | | | | 2,005 | | | | | 83,909 | | | | | 5,242 | | | | | 219,378 | | |
| | | | 2021 | | 8,946 | | 371,259 | | 7,306 | | 303,199 | | | | | 2022 | | | | | 9,264 | | | | | 387,698 | | | | | 9,809 | | | | | 410,507 | | |
| | | | Total | | 15,501 | | 643,293 | | 10,794 | | 447,951 | | | | | Total | | | | | 12,897 | | | | | 539,739 | | | | | 15,051 | | | | | 629,885 | | |
| | Ann C. Teranishi | | 2018 | | 172 | | 7,138 | | — | | — | | Ann C. Teranishi | | | | | 2019 | | | | | 212 | | | | | 8,872 | | | | | — | | | | | — | | |
| | | | 2019 | | 424 | | 17,596 | | — | | — | | | | | 2020 | | | | | 684 | | | | | 28,625 | | | | | — | | | | | — | | |
| | | | 2020 | | 1,027 | | 42,621 | | 2,054 | | 85,241 | | | | | 2021 | | | | | 4,741 | | | | | 198,411 | | | | | 4,259 | | | | | 178,239 | | |
| | | | 2021 | | 7,100 | | 294,650 | | 8,519 | | 353,539 | | | | | 2022 | | | | | 4,396 | | | | | 183,973 | | | | | 4,762 | | | | | 199,290 | | |
| | | | Total | | 8,723 | | 362,005 | | 10,573 | | 438,780 | | | | | Total | | | | | 10,033 | | | | | 419,881 | | | | | 9,021 | | | | | 377,529 | | |
| | | Gregory C. Hazelton | | | | | 2019 | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | | | 2021 | | | | | — | | | | | — | | | | | 9,568 | | | | | 400,421 | | |
| | | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | |
| | | | Total | | | | | — | | | | | — | | | | | 9,568 | | | | | 400,421 | | |
Note: Mr. Wacker resigned as1
Shares or Units of Stock That Have Not Vested. The remaining installment of the 2019 RSUs vested on February 14, 2023. Of the remaining installments of the 2020 RSUs, one installment vested on February 11, 2023 and the remainder will vest on February 11, 2024. Of the remaining installments of the 2021 RSUs, one installment vested on February 9, 2023 and the remainder will vest on February 9, 2024. For the 2022 RSUs, one installment vested on February 11, 2023 and the remainder will vest in equal annual installments on February 11, 2024 and 2025. Of Ms. Teranishi’s remaining special 2021 RSUs granted upon her promotion to President and CEO of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company, he waived his inflight LTIP awards and outstanding RSUs. For more information, please seeBank, the Form 8-K filed with the SECremainder will vest in equal annual installments on May 6, 2021.18, 2023 and 2024.
1
| Shares or Units of Stock That Have Not Vested. The remaining installment of the 2018 RSUs vested on January 31, 2022. Of the remaining installments of the 2019 RSUs, one installment vested on February 14, 2022 and the remainder will vest on February 14, 2023. Of the remaining installments of the 2020 RSUs, one installment vested on February 11, 2022 and the remainder will vest in equal annual installments on February 11, 2023 and 2024. For the 2021 RSUs, one installment vested on February 9, 2022 and the remainder will vest in equal annual installments on February 9, 2023 and 2024. Ms. Teranishi's special 2021 RSUs granted upon her promotion to President and CEO of the Bank will vest in equal annual installments on May 18, 2022, 2023 and 2024.
|
2
| Market Value. Market value is based upon the closing per-share trading price of HEI Common Stock on the NYSE of $41.50 as of December 31, 2021.
|
3
| Number of Unearned Shares, Units or Other Rights That Have Not Vested. Represents number of shares of HEI Common Stock that would be issued under the 2020-22 and 2021-23 LTIPs if performance goals are met for HEI, the Utility and the Bank at the threshold, threshold and target levels, respectively, at the end of the respective three-year performance periods.
|
2
Market Value. Market value is based upon the closing per-share trading price of HEI Common Stock on the NYSE of $41.85 as of December 30, 2022.
3
Number of Unearned Shares, Units or Other Rights That Have Not Vested. Represents the number of shares of HEI Common Stock that would be issued under the 2021-23 and 2022-24 LTIPs if performance goals are met for HEI, the Utility and the Bank at the target, target and threshold levels, respectively, at the end of the respective three-year performance periods.
TABLE OF CONTENTS
Executive Compensation Tables
20212022 Option Exercises and Stock Vested
| | | | | | Stock Awards | |
| | Name | | | Number of Shares
Acquired on Vesting
(#)
| | | Value Realized
on Vesting
($)
| |
| | ConstanceScott W. H. Lau
Seu | | | 20,072
| | 5,9631 | | | 702,922
| | | 242,277 | | |
| | | | 7,4742 | | | 38,8752
| | | 1,613,313312,7873
| | |
| | Gregory C. Hazelton
Paul K. Ito | | | 7,329
| | 2,7141 | | | 256,661
| | | 110,270 | | |
| | | | 1,8762 | | | 10,1282
| | | 420,31278,5113
| | |
| | Kurt K. Murao | | | 2,895
| | 4,0921 | | | 101,383
| | | 166,257 | | |
| | | | 2,9542 | | | 3,3122
| | | 137,448123,6253
| | |
| | Scott W. H. Seu
Shelee M. T. Kimura | | | 3,217
| | 2,6901 | | | 112,660
| | | 109,294 | | |
| | | | 2,7732 | | | 2,2402
| | | 92,960116,0503
| | |
| | Ann C. Teranishi | | | 772
| | 3,2411 | | | 27,036
| | | 129,293 | | |
| | | | 6292 | | | 4502
| | | 18,67526,3243
| | |
| | Richard F. Wacker
Gregory C. Hazelton | | | 3,993
| | 13,6901 | | | 139,835
| | | 554,006 | | |
| | | | 5,0702 | | | —
| | | —
212,1803 | | |
1
| Represents the number of shares acquired (and dividend equivalents paid in stock based on number of shares vested) upon the 2021 vesting of installments of RSUs granted on January 31, 2017, January 31, 2018, February 14, 2019 and February 11, 2020. Value realized on vesting includes dividend equivalents. |
| | Constance H. Lau | | | 18,381 | | | 1,691 | | | 20,072 | |
| | Gregory C. Hazelton | | | 6,722 | | | 607 | | | 7,329 | |
| | Kurt K. Murao | | | 2,670 | | | 225 | | | 2,895 | |
| | Scott W. H. Seu | | | 3,022 | | | 195 | | | 3,217 | |
| | Ann C. Teranishi | | | 727 | | | 45 | | | 772 | |
| | Richard F. Wacker | | | 3,657 | | | 336 | | | 3,993 | |
2
| Represents the number of shares acquired (and dividend equivalents paid in stock based on earned shares) upon vesting of performance share awards under the 2019-21 LTIP, which were payable in stock at the end of the performance period. Value realized on vesting includes dividend equivalents. The achievement of the applicable performance measures was certified on February 11, 2022. |
| | Constance H. Lau | | | 35,277 | | | 3,598 | | | 38,875 | |
| | Gregory C. Hazelton | | | 9,191 | | | 937 | | | 10,128 | |
| | Kurt K. Murao | | | 3,005 | | | 307 | | | 3,312 | |
| | Scott W. H. Seu | | | 2,033 | | | 207 | | | 2,240 | |
| | Ann C. Teranishi | | | 408 | | | 42 | | | 450 | |
| | Richard F. Wacker | | | — | | | — | | | — | |
3
| Represents vested 2019-21 LTIP shares at 2021 year-end closing price of HEI Common Stock on the NYSE of $41.50 per share on December 31, 2021. Actual settlement of the performance share awards under the 2019-21 LTIP occurred on February 18, 2022 (after the February 11, 2022 certification of the applicable performance results) based on the closing price of HEI Common Stock on the NYSE of $40.63 per share. The actual settlement amounts were: Ms. Lau $1,579,491; Mr. Hazelton $411,501; Mr. Murao $134,567; Mr. Seu $91,011 and Ms. Teranishi $18,284. |
1
Represents the number of shares acquired (and dividend equivalents paid in stock based on number of shares vested) upon the 2022 vesting of installments of RSUs granted on January 31, 2018, February 14, 2019, February 11, 2020, February 9, 2021, May 18, 2021 and October 7, 2021. Value realized on vesting includes dividend equivalents.
| | Name | | | Number of Shares
Acquired on Vesting | | | Compounded
Dividend
Equivalents | | | Total Shares
Acquired on
Vesting | |
| | Scott W. H Seu | | | | | 5,629 | | | | | | 334 | | | | | | 5,963 | | |
| | Paul K. Ito | | | | | 2,509 | | | | | | 205 | | | | | | 2,714 | | |
| | Kurt K. Murao | | | | | 3,826 | | | | | | 266 | | | | | | 4,092 | | |
| | Shelee M. T. Kimura | | | | | 2,503 | | | | | | 187 | | | | | | 2,690 | | |
| | Ann C. Teranishi | | | | | 3,086 | | | | | | 155 | | | | | | 3,241 | | |
| | Gregory C. Hazelton | | | | | 12,825 | | | | | | 865 | | | | | | 13,690 | | |
2
Represents the number of shares acquired (and dividend equivalents paid in stock based on earned shares) upon vesting of performance share awards under the 2020-22 LTIP, which were payable in stock at the end of the performance period. Value realized on vesting includes dividend equivalents. The achievement of the applicable performance measures was certified on February 10, 2023.
| | Name | | | Number of Shares
Acquired on Vesting | | | Compounded
Dividend
Equivalents | | | Total Shares
Acquired on
Vesting | |
| | Scott W. H. Seu | | | | | 6,758 | | | | | | 716 | | | | | | 7,474 | | |
| | Paul K. Ito | | | | | 1,696 | | | | | | 180 | | | | | | 1,876 | | |
| | Kurt K. Murao | | | | | 2,671 | | | | | | 283 | | | | | | 2,954 | | |
| | Shelee M. T. Kimura | | | | | 2,507 | | | | | | 266 | | | | | | 2,773 | | |
| | Ann C. Teranishi | | | | | 569 | | | | | | 60 | | | | | | 629 | | |
| | Gregory C. Hazelton | | | | | 4,584 | | | | | | 486 | | | | | | 5,070 | | |
3
Represents vested 2020-22 LTIP shares at 2022 year-end closing price of HEI Common Stock on the NYSE of $41.85 per share on December 30, 2022. Actual settlement of the performance share awards under the 2020-22 LTIP occurred on February 17, 2023 (after the February 10, 2023 certification of the applicable performance results) based on the closing price of HEI Common Stock on the NYSE of $42.30 per share. The actual settlement amounts were: Mr. Seu $316,150; Mr. Ito $79,355; Mr. Murao $124,954; Ms. Kimura $117,298, Ms. Teranishi $26,607; and Mr. Hazelton $214,461.
TABLE OF CONTENTS
Executive Compensation Tables
Pension Benefits
The table below shows the present value as of December 31, 20212022 of accumulated benefits for each of the named executive officers and the number of years of service credited to each executive under the applicable pension plan and, for Ms. Lau and Mr. Seu, the executive death benefit plan, determined using the interest rate, mortality table and other assumptions described below, which are consistent with those used in HEI’s financial statements (see Note 10 to the Consolidated Financial Statements in HEI’s 20212022 Form 10-K).
20212022 PENSION BENEFITS
| | Constance H. Lau | | | HEI Retirement Plan1 | | | 30.8 | | | 2,788,336 | | | — | |
| | | | | ASB Retirement Plan2 | | | 6.4 | | | 270,933 | | | — | |
| | | | | HEI Supplemental Executive Retirement Plan3 | | | 24.3 | | | 7,616,156 | | | — | |
| | | | | HEI Excess Pay Plan4 | | | 8.6 | | | 1,767,300 | | | — | |
| | | | | HEI Executive Death Benefit5 | | | — | | | 833,130 | | | — | |
| | Gregory C. Hazelton | | | HEI Retirement Plan1 | | | 7.1 | | | 390,429 | | | — | |
| | | | | HEI Excess Pay Plan4 | | | 7.1 | | | 348,494 | | | — | |
| | Kurt K. Murao | | | HEI Retirement Plan1 | | | 10.8 | | | 1,043,392 | | | — | |
| | | | | HEI Excess Pay Plan4 | | | 10.8 | | | 251,296 | | | — | |
| | Scott W. H. Seu | | | HEI Retirement Plan1 | | | 28.3 | | | 2,925,253 | | | — | |
| | | | | HEI Excess Pay Plan4 | | | 28.3 | | | 1,192,387 | | | — | |
| | | | | HEI Executive Death Benefit5 | | | — | | | 104,340 | | | | |
| | Ann C. Teranishi7 | | | — | | | — | | | — | | | — | |
| | Richard F. Wacker7 | | | — | | | — | | | — | | | — | |
1
| | | Name | | | Plan Name | | | Number of
Years of
Credited Service
(#) | | | Present Value of
Accumulated
Benefit ($)4 | | | Payments
During the
Last
Fiscal
Year ($) | | | | Scott W. H. Seu | | | HEI Retirement Plan1 | | | | | 29.3 | | | | | | 2,227,131 | | | | | | — | | | | | HEI Excess Pay Plan2 | | | | | 29.3 | | | | | | 2,171,060 | | | | | | — | | | | | HEI Executive Death Benefit3 | | | | | — | | | | | | 60,301 | | | | | | — | | | | | Paul K. Ito | | | HEI Retirement Plan1 | | | | | 4.9 | | | | | | 141,615 | | | | | | — | | | | | HEI Excess Pay Plan2 | | | | | 4.9 | | | | | | 5,205 | | | | | | — | | | | | Kurt K. Murao | | | HEI Retirement Plan1 | | | | | 11.8 | | | | | | 752,214 | | | | | | — | | | | | HEI Excess Pay Plan2 | | | | | 11.8 | | | | | | 258,773 | | | | | | — | | | | | Shelee M. T. Kimura | | | HEI Retirement Plan1 | | | | | 18.3 | | | | | | 976,416 | | | | | | — | | | | | HEI Excess Pay Plan2 | | | | | 18.3 | | | | | | 165,741 | | | | | | — | | | | | Ann C. Teranishi5 | | | — | | | | | — | | | | | | — | | | | | | — | | | | | Gregory C. Hazelton | | | HEI Retirement Plan1 | | | | | 7.6 | | | | | | 295,470 | | | | | | — | | | | | HEI Excess Pay Plan2 | | | | | 7.6 | | | | | | 262,974 | | | | | | — | | |
1
The HEI Retirement Plan is the standard retirement plan for HEI and Hawaiian Electric employees. Normal retirement benefits under the HEI Retirement Plan for management employees hired before May 1, 2011, including Ms. Lau and Hawaiian Electric employees. Normal retirement benefits under the HEI Retirement Plan for management employees hired before May 1, 2011, including Messrs. Murao and Seu and Murao and Ms. Kimura, are calculated based on a formula of 2.04% × Credited Service (maximum 67%) × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). Credited service is generally the same as the years of service with HEI and other participating companies (Hawaiian Electric and its subsidiaries). Credited service is also provided for limited unused sick leave and for the period a vested participant is on long-term disability. The normal form of benefit is a joint and 50% survivor annuity for married participants and a single life annuity for unmarried participants. Actuarially equivalent optional forms of benefit are also available. Participants who qualify to receive retirement benefits immediately upon termination of employment may also elect a single sum distribution of up to $100,000 with the remaining benefit payable as an annuity. Single sum distributions are not eligible for early retirement subsidies, and so may not be as valuable as an annuity at early retirement. Retirement benefits are increased by an amount equal to approximately 1.4% of the initial benefit every twelve months following retirement. The plan provides benefits at early retirement (prior to age 65), normal retirement (age 65), deferred retirement (over age 65) and death. Subsidized early retirement benefits are available for participants who meet certain age and service requirements at ages 50-64. The accrued normal retirement benefit is reduced by an applicable percentage, which ranges from 30% for early retirement at age 50 with at least 15 years of service to 1% at age 59. Accrued benefits are not reduced for eligible employees who retire at age 60 and above. The early retirement subsidies are not available to employees who terminate employment with vested benefits but prior to satisfying the age and service requirements for the early retirement subsidies. |
| HEI and Hawaiian Electric management employees who commenced employment on or after May 1, 2011, such as Mr. Hazelton, receive reduced benefits under the HEI Retirement Plan (e.g., reduced benefit formula, more stringent requirements for subsidized early retirement benefits, reduced early retirement subsidies and no post-retirement cost-of-living adjustment). Normal retirement benefits for these employees are calculated based on a formula of 1.5% × Credited Service × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). These employees are eligible for a limited match under the HEI Retirement Savings Plan (50% match on the first 6% of compensation deferred). |
| Ms. Lau and Messrs. Hazelton, Murao and Seu are vested in retirement benefits under the HEI Retirement Plan. |
2
| Ms. Lau is a participant in the ASB Retirement Plan. She is currently eligible to retire with full normal retirement benefits (limited to her years of credited service) under the plan. No other named executive officer is a participant in the plan or entitled to benefits under the plan. At the time of Ms. Lau’s promotion to HEI President and CEO on May 2, 2006, her credited service under the plan was frozen and she resumed participation in the HEI Retirement Plan. Future benefit accruals for all participants under the ASB Retirement Plan were frozen effective December 31, 2007. As a result, credited service and compensation after December 31, 2007 are not recognized in calculating retirement benefits under the plan. Normal retirement benefits under the frozen plan are calculated based on a formula of 1.5% × Credited Service to December 31, 2007 (maximum 35 years) × Final Average Compensation at December 31, 2007 (averaged over the highest paying five consecutive calendar years out of the last ten calendar years prior to 2008). Compensation is primarily gross earnings but excludes commissions, stock options and other equity compensation, LTIP payments, deferrals to and distributions from the ASB Select Deferred Compensation Plan and other “fringe benefits” as defined in the plan. Early retirement benefits are available for participants |
TABLE OF CONTENTS
who retire after attaining age 55 with a minimum of ten years of service. Beginning at age 60 the benefits are subsidized. The accrued normal retirement benefit is reduced by an applicable percentage which ranges from 59.8% for early retirement at age 55 to 2% at age 64. The early retirement subsidies are not available to employees who terminate employment with vested benefits but prior to satisfying the age and service requirements for the early retirement subsidies.
3
| Ms. Lau is a participant in the HEI Supplemental Executive Retirement Plan, which was frozen effective December 31, 2008. She is currently eligible to retire with full normal retirement benefits (limited to benefits accrued before 2009) under the plan. No other named executive officer is a participant in the plan or entitled to benefits under the plan. Benefits under the plan are determined based on a formula of 2.04% × Credited Service to December 31, 2008 (maximum 60%) × Final Average Compensation at December 31, 2008 (average monthly base salary plus annual incentive awards for the three highest calendar years out of the last sixty months prior to 2009). Credited service is based on actual years of service through December 31, 2008 with any HEI-affiliated company, including ASB and Hawaiian Electric and its subsidiaries. Although Ms. Lau has more than 30 years of actual service with HEI-affiliated companies, she receives only 24.3 years of credited service for purposes of the HEI Supplemental Executive Retirement Plan. Benefits under the plan are reduced by benefits accrued as of December 31, 2008 under the HEI Retirement Plan, ASB Retirement Plan and social security. Early retirement and death benefits similar to those available under the HEI Retirement Plan are available under the plan. Distributions will be delayed for a 6-month period to the extent necessary to comply with Internal Revenue Code Section 409A. |
4
| As of December 31, 2021, all of the named executive officers, except for Ms. Teranishi and Mr. Wacker, were participants in the HEI Excess Pay Plan. Ms. Lau and Messrs. Hazelton, Murao and Seu are vested in retirement benefits under such plan. Benefits under the HEI Excess Pay Plan are determined using the same formula as the HEI Retirement Plan, but are not subject to the Internal Revenue Code limits on the amount of annual compensation that can be used for calculating benefits under qualified retirement plans ($290,000 in 2021 as indexed for inflation) and on the amount of annual benefits that can be paid from qualified retirement plans (the lesser of $230,000 in 2021 as indexed for inflation, or the participant’s highest average compensation over three consecutive calendar years). Benefits payable under the HEI Excess Pay Plan are reduced by the benefit payable from the HEI Retirement Plan. Early retirement, death benefits and vesting provisions are similar to the HEI Retirement Plan. |
5
| Ms. Lau and Mr. Seu are covered by the Executive Death Benefit Plan of HEI and Participating Subsidiaries. The plan was amended effective September 9, 2009 to close participation to new participants and freeze the benefit for existing participants. Under the amendment, death benefits will be paid based on salaries as of September 9, 2009. The plan provides death benefits equal to two times the executive’s base salary as of September 9, 2009 if the executive dies while actively employed or, if disabled, dies prior to age 65, and one times the executive’s base salary as of September 9, 2009 if the executive dies following retirement. The amounts shown in the table above assume death following retirement. Death benefits are grossed up by the amount necessary to pay income taxes on the grossed-up benefit amount as an equivalent to the tax exclusion for death benefits paid from a life insurance policy. Messrs. Hazelton, Murao and Wacker and Ms. Teranishi were not employed by the companies at the time the plan was frozen and therefore are not entitled to any benefits under the plan. |
6
| The present value of accumulated benefits for the named executive officers included in the 2021 Pension Benefits table was determined based on the following: |
| Methodology: The present values are calculated as of December 31, 2021 based on the credited service and pay of the named executive officer as of such date (or the date of benefit freeze, if earlier).
|
a.
| Discount Rate — The discount rate is the interest rate used to discount future benefit payments in order to reflect the time value of money. The discount rates used in the present value calculations are 3.05% for HEI retirement benefits, 3.04% for ASB retirement benefits and 3.07% for executive death benefits as of December 31, 2021. |
b.
| Mortality Table — The PRI-2012 Mortality Table (separate male and female rates) with generational projection using scale MP-2021 from base year 2012 is used to discount future pension benefit payments in order to reflect the probability of survival to any given future date. For the calculation of the executive death benefit present values, the mortality table rates are multiplied by the death benefit to capture the death benefit payments assumed to occur at all future dates. Mortality is applied post-retirement only. |
c.
| Retirement Age — A named executive officer included in the table is assumed to remain in active employment until, and assumed to retire at, the later of (a) the earliest age when unreduced pension benefits would be payable or (b) attained age as of December 31, 2021. |
d.
| Pre-Retirement Decrements — Pre-retirement decrements refer to events that could occur between the measurement date and the retirement age (such as withdrawal, early retirement and death) that would impact the present value of benefits. No pre-retirement decrements are assumed in the calculation of pension benefit table present values. Pre-retirement decrements are assumed for financial statement purposes. |
e.
| Unused Sick Leave — Each named executive officer who participates in the HEI Retirement Plan is assumed to have accumulated 1,160 unused sick leave hours at retirement age. |
7
| Ms. Teranishi and Mr. Wacker are not eligible to participate in any of the plans in the above 2021 Pension Benefits table because such plans either (i) are not open to employees of ASB or (ii) were frozen to new participants before Ms. Teranishi and Mr. Wacker joined ASB. |
HEI and Hawaiian Electric management employees who commenced employment on or after May 1, 2011, such as Messrs. Ito and Hazelton, receive reduced benefits under the HEI Retirement Plan (e.g., reduced benefit formula, more stringent requirements for subsidized early retirement benefits, reduced early retirement subsidies and no post-retirement cost-of-living adjustment). Normal retirement benefits for these employees are calculated based on a formula of 1.5% × Credited Service × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). These employees are eligible for a limited match under the HEI Retirement Savings Plan (50% match on the first 6% of compensation deferred).
Messrs. Seu, Murao and Hazelton and Ms. Kimura are vested in retirement benefits under the HEI Retirement Plan.
2
As of December 31, 2022, all of the named executive officers, except for Ms. Teranishi, were participants in the HEI Excess Pay Plan. Messrs. Seu, Murao, and Hazelton and Ms. Kimura are vested in retirement benefits under such plan. Benefits under the HEI Excess Pay Plan are determined using the same formula as the HEI Retirement Plan, but are not subject to the Internal Revenue Code limits on the amount of annual compensation that can be used for calculating benefits under qualified retirement plans ($305,000 in 2022 as indexed for inflation) and on the amount of annual benefits that can be paid from qualified retirement plans (the lesser of $245,000 in 2022 as indexed for inflation, or the participant’s highest average compensation over three consecutive calendar years). Benefits payable under the HEI Excess Pay Plan are reduced by the benefit payable from the HEI Retirement Plan. Early retirement, death benefits and vesting provisions are similar to the HEI Retirement Plan.
3
Mr. Seu is covered by the Executive Death Benefit Plan of HEI and Participating Subsidiaries. The plan was amended effective September 9, 2009 to close participation to new participants and freeze the benefit for existing participants. Under the amendment, death benefits will be paid based on salaries as of September 9, 2009. The plan provides death benefits equal to two times the executive’s base salary as of September 9, 2009 if the executive dies while actively employed or, if disabled, dies prior to age 65, and one times the executive’s base salary as of September 9, 2009 if the executive dies following retirement. The amounts shown in the table above assume death following retirement. Death benefits are grossed up by the amount necessary to pay income taxes on the grossed-up benefit amount as an equivalent to the tax exclusion for death benefits paid from a life insurance policy. Messrs. Ito, Murao and Hazelton and Mss. Kimura and Teranishi were not employed by the companies or were not executive officers at the time the plan was frozen and therefore are not entitled to any benefits under the plan.
4
The present value of accumulated benefits for the named executive officers included in the 2022 Pension Benefits table was determined based on the following:
Methodology: The present values are calculated as of December 31, 2022 based on the credited service and pay of the named executive officer as of such date (or the date of benefit freeze, if earlier).
TABLE OF CONTENTS
Executive Compensation Tables
2021 Nonqualified Deferred CompensationAssumptions:
| | Constance H. Lau1 | | | — | | | — | | | 140,439 | | | — | | | 840,209 | |
| | Gregory C. Hazelton | | | — | | | — | | | — | | | — | | | — | |
| | Kurt K. Murao | | | — | | | — | | | — | | | — | | | — | |
| | Scott W. H. Seu | | | — | | | — | | | — | | | — | | | — | |
| | Ann C. Teranishi2 | | | — | | | — | | | — | | | — | | | 926 | |
| | Richard F. Wacker2 | | | — | | | — | | | 31,081 | | | 12,939 | | | 180,156 | |
1
| While employed by ASB, Ms. Lau was eligible to defer compensation under the ASB Select Deferred Compensation Plan, a contributory nonqualified deferred compensation plan. She elected to defer $100,000 each year from bonuses awarded to her in 2004 and 2005. These amounts are reflected in the “Aggregate Balance at Last FYE” column of the table above and were previously reported as compensation to Ms. Lau in the 2004 and 2005 Summary Compensation Tables in the proxy statements for such years. Since 2008, Ms. Lau no longer earns any compensation from ASB that is eligible for deferral under the plan. The ASB Deferred Compensation Plan allows select ASB employees to defer up to 100% of current salary, bonus and commissions. Pursuant to a 2009 amendment, the plan provides for employer matching contributions and profit-sharing contributions for plan years beginning January 1, 2010. These matching and profit-sharing contributions take into account compensation which is excluded from consideration under the ASB 401(k) Plan, including on account of being contributed to the ASB Deferred Compensation Plan or being in excess of limits on eligible compensation imposed by the Internal Revenue Code. The deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a designated list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential and therefore are not included in the 2021 Summary Compensation Table above. Under the plan, a participant may receive an interim distribution while employed, but no earlier than the first day of the fourth plan year following the effective date of the initial election to defer. A participant may also request a withdrawal of a portion of his or her account to satisfy an unforeseeable emergency. The distribution of accounts from the plan is triggered by disability, death or separation from service (including retirement) and will be delayed for a 6-month period to the extent necessary to comply with Internal Revenue Code Section 409A. A participant may elect to receive such distributions in a lump sum or in substantially equal payments spread over a period not to exceed 15 years. |
2
| Ms. Teranishi and Mr. Wacker have not deferred any amounts under the ASB Deferred Compensation Plan. |
3
| Amounts in this column include contributions reported in the Summary Compensation Table for each year in which each executive listed above was a named executive officer. |
•
Discount Rate — The discount rate is the interest rate used to discount future benefit payments in order to reflect the time value of money. The discount rates used in the present value calculations are 5.67% for HEI retirement benefits, 5.63% for ASB retirement benefits and 5.66% for executive death benefits as of December 31, 2022.
•
Mortality Table — The PRI-2012 Mortality Table (separate male and female rates) with generational projection using scale MP-2021 from base year 2012 is used to discount future pension benefit payments in order to reflect the probability of survival to any given future date. For the calculation of the executive death benefit present values, the mortality table rates are multiplied by the death benefit to capture the death benefit payments assumed to occur at all future dates. Mortality is applied post-retirement only.
•
Retirement Age — A named executive officer included in the table is assumed to remain in active employment until, and assumed to retire at, the later of (a) the earliest age when unreduced pension benefits would be payable or (b) attained age as of December 31, 2022.
•
Pre-Retirement Decrements — Pre-retirement decrements refer to events that could occur between the measurement date and the retirement age (such as withdrawal, early retirement and death) that would impact the present value of benefits. No pre-retirement decrements are assumed in the calculation of pension benefit table present values. Pre-retirement decrements are assumed for financial statement purposes.
•
Unused Sick Leave — Each named executive officer who participates in the HEI Retirement Plan is assumed to have accumulated 1,160 unused sick leave hours at retirement age.
5
Ms. Teranishi is not eligible to participate in any of the plans in the above 2022 Pension Benefits table because such plans either (i) are not open to employees of ASB or (ii) were frozen to new participants before Ms. Teranishi joined ASB.
TABLE OF CONTENTS
Executive Compensation Tables
2022 Nonqualified Deferred Compensation
| | Name | | | Executive
Contributions
in Last FY
($)1 | | | Registrant
Contributions
in Last FY
($) | | | Aggregate
Earnings/(Losses)
in Last FY
($) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance at
Last FYE
($)2 | |
| | Scott W. H. Seu | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Paul K. Ito | | | | | 124,379 | | | | | | — | | | | | | (78,909) | | | | | | — | | | | | | 261,736 | | |
| | Kurt K. Murao | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Shelee M. T. Kimura | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Ann C. Teranishi | | | | | — | | | | | | — | | | | | | 11 | | | | | | — | | | | | | 937 | | |
| | Gregory C. Hazelton | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
1
Represents salary and incentive compensation deferrals under the HEI Deferred Compensation Plan and ASB Deferred Compensation Plan.
The HEI Deferred Compensation Plan is a contributory nonqualified deferred compensation plan implemented in 2011, which allows certain HEI and Hawaiian Electric executives to defer up to 100% of annual base salary in excess of the compensation limit set forth in Internal Revenue Code Section 401(a)(17) ($305,000 in 2022, as indexed for inflation) and up to 80% of any incentive compensation paid in cash. In 2022, there were no matching or other employer contributions under the plan. The deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a designated list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential and therefore are not included in the 2022 Summary Compensation Table above. The distribution of accounts from the plan is triggered by disability, death or separation from service (including retirement) and will be delayed for a 6-month period to the extent necessary to comply with Internal Revenue Code Section 409A. A participant may elect to receive such distributions triggered by separation from service in a lump sum or in substantially equal payments spread over a period not to exceed 15 years. Lump sum benefits are payable in the event of disability or death.
The ASB Deferred Compensation Plan allows select ASB employees to defer up to 100% of current salary, bonus and commissions. Pursuant to a 2009 amendment, the plan provides for employer matching contributions and profit-sharing contributions for plan years beginning January 1, 2010. These matching and profit-sharing contributions take into account compensation which is excluded from consideration under the ASB 401(k) Plan, including on account of being contributed to the ASB Deferred Compensation Plan or being in excess of limits on eligible compensation imposed by the Internal Revenue Code. The deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a designated list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential and therefore are not included in the 2022 Summary Compensation Table above. Under the plan, a participant may receive an interim distribution while employed, but no earlier than the first day of the fourth plan year following the effective date of the initial election to defer. A participant may also request a withdrawal of a portion of his or her account to satisfy an unforeseeable emergency. The distribution of accounts from the plan is triggered by disability, death or separation from service (including retirement) and will be delayed for a 6-month period if designated as a key employee to comply with Internal Revenue Code Section 409A. A participant may elect to receive such distributions in a lump sum or in substantially equal payments spread over a period not to exceed 15 years.
Ms. Teranishi has not deferred any amounts under the ASB Deferred Compensation Plan.
2
Amounts in this column include contributions reported in the Summary Compensation Table for each year in which each executive listed above was a named executive officer.
Executive Compensation Tables
Potential Payments Upon Termination or Change in Control
The table below shows the potential payments to each named executive officer in the event of retirement, death or disability, voluntary termination, termination for cause, termination without cause and termination after change in control, assuming termination occurred on December 31, 2021.2022. The amounts listed below are estimates; actual amounts to be paid would depend on the actual date of termination and circumstances existing at that time.
20212022 TERMINATION/CHANGE-IN-CONTROL PAYMENT TABLE
| | Constance H. Lau | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | — | | | — | | | — | | | — | |
| | Long-Term Incentive Plan6 | | | 2,026,612 | | | 2,026,612 | | | — | | | — | |
| | Restricted Stock Units7 | | | 860,389 | | | 860,389 | | | — | | | — | |
| | Change-in-Control Agreement4 | | | — | | | — | | | — | | | 10,117,916 | |
| | TOTAL | | | 2,887,001 | | | 2,887,001 | | | — | | | 10,117,916 | |
| | Gregory C. Hazelton | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | — | | | — | | | — | | | — | |
| | Long-Term Incentive Plan6 | | | 540,912 | | | 540,912 | | | — | | | — | |
| | Restricted Stock Units7 | | | 338,013 | | | 338,013 | | | — | | | — | |
| | Change-in-Control Agreement4 | | | — | | | — | | | — | | | 3,384,143 | |
| | TOTAL | | | 878,925 | | | 878,925 | | | — | | | 3,384,143 | |
| | Kurt K. Murao | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | — | | | — | | | — | | | — | |
| | Long-Term Incentive Plan6 | | | — | | | 258,338 | | | — | | | — | |
| | Restricted Stock Units7 | | | — | | | 158,252 | | | — | | | — | |
| | Change-in-Control Agreement4 | | | — | | | — | | | — | | | 1,920,326 | |
| | TOTAL | | | — | | | 416,590 | | | — | | | 1,920,326 | |
| | Scott W. H. Seu | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | — | | | — | | | — | | | — | |
| | Long-Term Incentive Plan6 | | | 415,250 | | | 415,250 | | | — | | | — | |
| | Restricted Stock Units7 | | | 228,463 | | | 228,463 | | | — | | | — | |
| | Change-in-Control Agreement4 | | | — | | | — | | | — | | | 1,558,757 | |
| | TOTAL | | | 643,713 | | | 643,713 | | | — | | | 1,558,757 | |
| | Ann C. Teranishi | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | — | | | — | | | — | | | — | |
| | Long-Term Incentive Plan6 | | | — | | | 153,925 | | | — | | | — | |
| | Restricted Stock Units7 | | | — | | | 112,339 | | | — | | | — | |
| | Change-in-Control Agreement4 | | | — | | | — | | | — | | | 1,620,064 | |
| | TOTAL | | | — | | | 266,264 | | | — | | | 1,620,064 | |
Mr. Wacker resigned as President and CEO of ASB effective May 7, 2021. In connection with Mr. Wacker's resignation and settlement of claims against the Company, he waived his 2021 EICP award, inflight LTIP awards and outstanding RSUs. For more information please see the Form 8-K filed with the SEC on May 6, 2021.
| | Name/
Benefit Plan or Program | | | Retirement
on 12/31/22
($)1 | | | Termination due
to death or
disability
on 12/31/22
($)2 | | | Voluntary termination,
termination for and
without cause on
12/31/22
($)3 | | | Termination after
change in control
on 12/31/22
($)4 | |
| | Scott W. H. Seu | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Long-Term Incentive Plan6 | | | | | 863,784 | | | | | | 863,784 | | | | | | — | | | | | | — | | |
| | Restricted Stock Units7 | | | | | 387,801 | | | | | | 387,801 | | | | | | — | | | | | | — | | |
| | Change-in-Control Agreement4 | | | | | — | | | | | | — | | | | | | — | | | | | | 2,167,325 | | |
| | TOTAL | | | | | 1,251,585 | | | | | | 1,251,585 | | | | | | — | | | | | | 2,167,325 | | |
| | Paul K. Ito | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Long-Term Incentive Plan6 | | | | | — | | | | | | 228,669 | | | | | | — | | | | | | 416,917 | | |
| | Restricted Stock Units7 | | | | | — | | | | | | 110,656 | | | | | | — | | | | | | 247,417 | | |
| | Change-in-Control Agreement4 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | TOTAL | | | | | — | | | | | | 339,325 | | | | | | — | | | | | | 664,334 | | |
| | Kurt K. Murao | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Long-Term Incentive Plan6 | | | | | — | | | | | | 358,027 | | | | | | — | | | | | | — | | |
| | Restricted Stock Units7 | | | | | — | | | | | | 196,200 | | | | | | — | | | | | | — | | |
| | Change-in-Control Agreement4 | | | | | — | | | | | | — | | | | | | — | | | | | | 2,225,134 | | |
| | TOTAL | | | | | — | | | | | | 554,227 | | | | | | — | | | | | | 2,225,134 | | |
| | Shelee M. T. Kimura | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Long-Term Incentive Plan6 | | | | | — | | | | | | 297,805 | | | | | | — | | | | | | — | | |
| | Restricted Stock Units7 | | | | | — | | | | | | 212,288 | | | | | | — | | | | | | — | | |
| | Change-in-Control Agreement4 | | | | | — | | | | | | — | | | | | | — | | | | | | 1,818,886 | | |
| | TOTAL | | | | | — | | | | | | 510,093 | | | | | | — | | | | | | 1,818,886 | | |
| | Ann C. Teranishi | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Executive Incentive Compensation Plan5 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Long-Term Incentive Plan6 | | | | | — | | | | | | 375,310 | | | | | | — | | | | | | — | | |
| | Restricted Stock Units7 | | | | | — | | | | | | 167,304 | | | | | | — | | | | | | — | | |
| | Change-in-Control Agreement4 | | | | | — | | | | | | — | | | | | | — | | | | | | 1,996,500 | | |
| | TOTAL | | | | | — | | | | | | 542,614 | | | | | | — | | | | | | 1,996,500 | | |
Note: All stock-based award amounts were valued using the 20212022 year-end closing price of HEI Common Stock on the NYSE of $41.50$41.85 per share on December 31, 2021.30, 2022. Other benefits that are available to all salaried employees on a nondiscriminatory basis and perquisites aggregating less than $10,000 in value have not been listed.
1
| Retirement payments & benefits. In addition to the amounts shown in this column, retired executives are entitled to receive their vested retirement plan and deferred compensation benefits under all termination scenarios. See the 2021 Pension Benefits and 2021 Nonqualified Deferred Compensation tables above. Mr. Murao and Ms. Teranishi have not met the requirements for retirement eligibility under the 2010 Equity and Incentive Plan, as amended (EIP), which includes the Long-Term Incentive Plan and Restricted Stock Units. Accordingly, no amounts are shown in this column for Mr. Murao and Ms. Teranishi.
|
TABLE OF CONTENTS
2
| Termination due to death or disability payments & benefits. All named executive officers were eligible for death or disability payments & benefits as of December 31, 2021.
|
3
| Voluntary termination payments & benefits. If the executive voluntarily terminates employment, he or she could lose any annual or long-term incentives based upon the Compensation & Human Capital Management Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. Voluntary termination results in the forfeiture of unvested RSUs and participation in incentive plans. The executive’s entitlement to rights under his or her change-in-control agreement would also end.
|
| Termination for cause payments & benefits. If the executive is terminated for cause, he or she could lose any annual or long-term incentives based upon the Compensation & Human Capital Management Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. “Cause” generally means a violation of the HEI Corporate Code of Conduct or, for purposes of awards under the EIP, has the meaning set forth in such plan. Termination for cause results in the forfeiture of all unvested RSUs and participation in incentive plans. The executive’s entitlement to rights under his or her change-in-control agreement would also end.
|
| Termination without cause payments & benefits. If the executive is terminated without cause, he or she could lose any annual or long-term incentives based upon the Compensation & Human Capital Management Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. Termination without cause results in the forfeiture of unvested RSUs. As discussed in footnote 4 below, different benefits would be payable to the named executive officers if their termination without cause were to follow a change in control under the terms of their change-in-control agreements.
|
4
| Termination after change-in-control payments & benefits. All NEOs except Mr. Wacker had change-in-control agreements as of December 31, 2021.
|
| “Change in control” generally means a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of the Board following the consummation of a merger, tender offer or similar transaction. Ms. Teranishi’s change-in-control agreement defines “change in control” to also mean a sale of (or equivalent transaction involving) ASB. The change-in-control agreements are double trigger, which means that they provide for cash severance and other benefits only upon a qualifying termination of the executives’ employment following a change in control. Ms. Lau has a lump sum severance multiplier of three times and Messrs. Hazelton, Murao and Seu and Ms. Teranishi have a lump sum severance multiplier of two times, in each case applied to the sum of the executive’s base salary and annual incentive compensation (determined to be the greater of the current target or the largest actual annual incentive compensation during the preceding three years). |
| In addition, under the change-in-control agreements executives would receive continued life, disability, dental, accident and health insurance benefits for the severance period (i.e., the number of years equal to the applicable severance multiplier). Executives would receive a lump sum payment equal to the present value of the additional benefit the executives would have earned under their respective retirement and savings plans during the severance period. Executives would also receive the greater of current target or actual projected EICP and cash-based LTIP compensation, pro-rated if termination occurs during the first half of the applicable performance period and the full value if termination occurs in the second half of the applicable performance period. For RSUs not granted under the LTIP, in the event of a change in control as defined by the EIP, either (i) the surviving or acquiring entity will assume all outstanding RSUs not granted under LTIP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested. For the named executive officers who are eligible to participate in the HEI Retirement Plan, additional age and service credit is received for the severance period for purposes of determining retiree welfare benefit eligibility. Executives would receive outplacement services, capped at 15% of annual base salary. Payment would generally be delayed for six months following termination of employment to the extent required to avoid an additional tax under Section 409A of the Internal Revenue Code. Interest would accrue during any six-month delay period at the prevailing six-month certificate of deposit rate and payments would be set aside during that period in a grantor (rabbi) trust. There are no tax gross ups provided for in the agreements and, as provided in the change-in-control agreements, the total severance amount shown is limited to the maximum amount deductible under Section 280G of the Internal Revenue Code with respect to each named executive officer. Payment of the foregoing benefits is subject to a release of claims by the applicable named executive officer. |
5
| Executive Incentive Compensation Plan (EICP). Excludes amounts payable under the 2021 EICP because those amounts would have vested without regard to termination because the applicable performance period ended on December 31, 2021. Upon death, disability or retirement, executives continue to participate in the EICP on a pro-rata basis if the executive has met applicable minimum service requirements, with a lump sum payment to be made by the Company if the applicable performance goals are achieved. The plan documents provide that in the event of a change in control as defined by the EIP, the EICP award would be immediately paid out in cash at target level, pro-rated for completed months of service in the performance period. For the remaining unvested portion of the award, the EIP provides that: (i) the surviving entity or acquiring entity will assume all awards outstanding under the EICP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested (with all performance goals deemed achieved at 100% of target levels). Annual incentive compensation payments for NEOs in the event of a change in control are further described in footnote 4 above.
|
6
| Long-Term Incentive Plan (LTIP). Excludes amounts payable under the 2019-21 LTIP because those amounts would have vested without regard to termination because the applicable performance period ended on December 31, 2021. Upon death, disability or retirement, executives continue to participate in each ongoing LTIP cycle on a pro-rata basis if the executive has met applicable minimum service requirements, with a lump sum payment to be made by the Company if performance goals are achieved. The amounts shown are at target for all applicable plan years, pro-rated based upon service through December 31, 2021; actual payouts will depend upon performance achieved at the end of the plan cycle. The plan documents provide that, in the event of a change in control as defined by the EIP, the LTIP award would be immediately paid out in cash at target level, pro-rated for completed months of service in the performance period. For the remaining unvested portion of the award, the EIP provides that: (i) the surviving entity or acquiring entity will assume all awards outstanding under the LTIP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested (with all performance goals deemed achieved at 100% of target levels). Long-term incentive compensation payments for NEOs in the event of a change in control are further described in footnote 4 above and quantified as part of the Change-in-Control Agreement payment in the table above.
|
7
| Restricted Stock Units (RSUs) not granted under LTIP. Termination for or without cause results in the forfeiture of unvested RSUs not granted under the LTIP. Termination due to death, disability or retirement results in pro-rata vesting of RSUs not granted under the LTIP. The EIP provides that in the event of a change in control as defined by the EIP, either (i) the surviving or acquiring entity will assume all outstanding RSUs not granted under LTIP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested. The vesting of RSUs in the event of a qualifying termination of employment for NEOs following a change in control is further described in footnote 4 above and quantified as part of the Change-in-Control Agreement payment in the table above.
|
Executive Compensation Tables
59
1
Retirement payments & benefits. In addition to the amounts shown in this column, retired executives are entitled to receive their vested retirement plan and deferred compensation benefits under all termination scenarios. See the 2022 Pension Benefits and 2022 Nonqualified Deferred Compensation tables above. Messrs. Ito and Murao and Mss. Kimura and Teranishi have not met the requirements for retirement eligibility under the 2010 Equity and Incentive Plan, as amended (EIP), which includes the Long-Term Incentive Plan and Restricted Stock Units. Accordingly, no amounts are shown in this column for Messrs. Ito and Murao and Mss. Kimura and Teranishi.
2
Termination due to death or disability payments & benefits. All named executive officers were eligible for death or disability payments & benefits as of December 31, 2022.
3
Voluntary termination payments & benefits. If the executive voluntarily terminates employment, he or she could lose any annual or long-term incentives based upon the Compensation & Human Capital Management Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. Voluntary termination results in the forfeiture of unvested RSUs and participation in incentive plans. The executive’s entitlement to rights under his or her change-in-control agreement would also end.
Termination for cause payments & benefits. If the executive is terminated for cause, he or she could lose any annual or long-term incentives based upon the Compensation & Human Capital Management Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. “Cause” generally means a violation of the HEI Corporate Code of Conduct or, for purposes of awards under the EIP, has the meaning set forth in such plan. Termination for cause results in the forfeiture of all unvested RSUs and participation in incentive plans. The executive’s entitlement to rights under his or her change-in-control agreement would also end.
Termination without cause payments & benefits. If the executive is terminated without cause, he or she could lose any annual or long-term incentives based upon the Compensation & Human Capital Management Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. Termination without cause results in the forfeiture of unvested RSUs. As discussed in footnote 4 below, different benefits would be payable to the named executive officers if their termination without cause were to follow a change in control under the terms of their change-in-control agreements.
4
Termination after change-in-control payments & benefits. All NEOs except Mr. Ito had change-in-control agreements as of December 31, 2022. The Company entered into a change-in-control agreement with Mr. Ito effective January 1, 2023.
“Change in control” generally means a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of the Board following the consummation of a merger, tender offer or similar transaction. Ms. Teranishi’s change-in-control agreement defines “change in control” to also mean a sale of (or equivalent transaction involving) ASB. The change-in-control agreements are double trigger, which means that they provide for cash severance and other benefits only upon a qualifying termination of the executives’ employment following a change in control. Mr. Seu has a lump sum severance multiplier of three times and Messrs. Ito and Murao and Mss. Kimura and Teranishi have a lump sum severance multiplier of two times, in each case applied to the sum of the executive’s base salary and annual incentive compensation (determined to be the greater of the current target or the largest actual annual incentive compensation during the preceding three years).
In addition, under the change-in-control agreements executives would receive continued life, disability, dental, accident and health insurance benefits for the severance period (i.e., the number of years equal to the applicable severance multiplier). Executives would receive a lump sum payment equal to the present value of the additional benefit the executives would have earned under their respective retirement and savings plans during the severance period. Executives would also receive the greater of current target or actual projected EICP and cash-based LTIP compensation, pro-rated if termination occurs during the first half of the applicable performance period and the full value if termination occurs in the second half of the applicable performance period. For RSUs not granted under the LTIP, in the event of a change in control as defined by the EIP, either (i) the surviving or acquiring entity will assume all outstanding RSUs not granted under LTIP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested. For the named executive officers who are eligible to participate in the HEI Retirement Plan, additional age and service credit is received for the severance period for purposes of determining retiree welfare benefit eligibility. Executives would receive outplacement services, capped at 15% of annual base salary. Payment would generally be delayed for six months following termination of employment to the extent required to avoid an additional tax under Section 409A of the Internal Revenue Code. Interest would accrue during any six-month delay period at the prevailing six-month certificate of deposit rate and payments would be set aside during that period in a grantor (rabbi) trust. There are no tax gross ups provided for in the agreements and, as provided in the change-in-control agreements, the total severance amount shown is limited to the maximum amount deductible under Section 280G of the Internal Revenue Code with respect to each named executive officer. Payment of the foregoing benefits is subject to a release of claims by the applicable named executive officer.
For executives who do not have a change-in-control agreement, the EIP and respective plan agreements provide for accelerated vesting or payments to be made to executives upon a change in control. The effects of a change in control on EICP and LTIP awards and RSUs for executives without a change-in-control agreement are described in notes 5, 6 and 7 below.
5
Executive Incentive Compensation Plan (EICP). Excludes amounts payable under the 2022 EICP because those amounts would have vested without regard to termination because the applicable performance period ended on December 31, 2022. Upon death, disability or retirement, executives continue to participate in the EICP on a pro-rata basis if the executive has met applicable minimum service requirements, with a lump sum payment to be made by the Company if the applicable performance goals are achieved. The plan documents provide that in the event of a change in control as defined by the EIP, the EICP award would be immediately paid out in cash at target level, pro-rated for completed months of service in the performance period. For the remaining unvested portion of the award, the EIP provides that: (i) the surviving entity or acquiring entity will assume all awards outstanding under the EICP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested (with all performance goals deemed achieved at 100% of target levels). Annual incentive compensation payments for NEOs in the event of a change in control are further described in footnote 4 above.
6
Long-Term Incentive Plan (LTIP). Excludes amounts payable under the 2020-22 LTIP because those amounts would have vested without regard to termination because the applicable performance period ended on December 31, 2022. Upon death, disability or retirement, executives continue to participate in each ongoing LTIP cycle on a pro-rata basis if the executive has met applicable minimum service requirements, with a lump sum payment to be made by the Company if performance goals are achieved. The amounts shown are at target for all applicable plan years, pro-rated based upon service through December 31, 2022; actual payouts will depend upon performance achieved at the end of the plan cycle. The plan documents provide that, in the event of a change in control as defined by the EIP, the LTIP award would be immediately paid out in cash at target level, pro-rated for completed months of service in the performance period. For the remaining unvested portion of the award, the EIP provides that: (i) the surviving entity or acquiring entity will assume all awards outstanding under the LTIP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested (with all performance goals deemed achieved at 100% of target levels). Long-term incentive compensation payments for NEOs in the event of a change in control are further described in footnote 4 above and quantified as part of the Change-in-Control Agreement payment in the table above.
7
Restricted Stock Units (RSUs) not granted under LTIP. Termination for or without cause results in the forfeiture of unvested RSUs not granted under the LTIP. Termination due to death, disability or retirement results in pro-rata vesting of RSUs not granted under the LTIP. The EIP provides that in the event of a change in control as defined by the EIP, either (i) the surviving or acquiring entity will assume all outstanding RSUs not granted under LTIP or will substitute similar awards and such awards would vest in full upon a termination within 24 months following the change in control without cause or by the participant with good reason, as each term is defined by the EIP or (ii) to the extent the surviving entity refuses to assume or substitute such awards, such awards shall become fully vested. The vesting of RSUs in the event of a qualifying termination of employment for NEOs following a change in control is further described in footnote 4 above and quantified as part of the Change-in-Control Agreement payment in the table above.
TABLE OF CONTENTSExecutive Compensation Tables
As required by SEC rules, we are disclosing the ratio of our median employee’s annual total compensation to the annual total compensation of our CEO.
In accordance with Item 402(u) of Regulation S-K, we are using the same median employee we used to calculate our 2020 CEO pay ratio because there have been no changes in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. We identified our median employee by evaluating 2019 Form W-2s for all individuals, excluding our CEO, who were employed by us on October 1, 2020. We included all employees, whether employed on a full-time, part-time, or seasonal basis and assumed no compensation earned in 2019 for employees hired in 2020. We believe that the use of Form W-2 compensation for all
employees is an appropriate compensation measure for this purpose because it reasonably reflects annual compensation for our employees.
Once we determined the median employee based on W-2 compensation, we calculated annual total compensation for such employee using the same methodology we use for our CEO as set forth in the 20212022 Summary Compensation Table above. The SEC rules allow for varying methodologies for companies to identify their median employee. Other companies may have different employment and compensation practices and may utilize different methodologies, estimates and assumptions in calculating their own pay ratios. Therefore, the pay ratios reported by other companies may not be relevant for purposes of comparison to our pay ratio.
CEO to Median Employee Pay Ratio
| | Salary | | | $955,000 | | | $110,133 | |
| | Overtime Pay | | | — | | | 1,225 | |
| | Stock Awards | | | 3,204,098 | | | — | |
| | Nonequity Incentive Plan Compensation | | | 1,756,546 | | | — | |
| | All Other Compensation | | | 17,879 | | | 3,338 | |
| | Change in Pension Value1 | | | — | | | 23,571 | |
| | TOTAL | | | $5,933,523 | | | $138,267 | |
| | CEO Pay to Median Employee Pay Ratio | | | 43:1 | | | | |
1
| These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Despite the fact that these amounts are not paid, they are required to be taken into account for purposes of calculating total annual compensation for SEC reporting purposes. Pension values fluctuate over time — they can rise or fall year-to-year and are dependent on many variables including market conditions, years of service, earnings, and actuarial assumptions such as discount rates. |
| | | | | President &
CEO | | | Median
Employee | |
| | Salary | | | | $ | 875,000 | | | | | $ | 115,383 | | |
| | Overtime Pay | | | | | — | | | | | | — | | |
| | Stock Awards | | | | | 1,830,874 | | | | | | — | | |
| | Nonequity Incentive Plan Compensation | | | | | 869,129 | | | | | | — | | |
| | All Other Compensation | | | | | — | | | | | | 3,457 | | |
| | Change in Pension Value1 | | | | | 236,512 | | | | | | — | | |
| | TOTAL | | | | $ | 3,811,515 | | | | | $ | 118,840 | | |
| | CEO Pay to Median Employee Pay Ratio | | | | | 32:1 | | | | | | | | |
1
These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Despite the fact that these amounts are not paid, they are required to be taken into account for purposes of calculating total annual compensation for SEC reporting purposes. Pension values fluctuate over time, can rise or fall year-to-year and are dependent on many variables including market conditions, years of service, earnings, and actuarial assumptions such as discount rates.
Executive Compensation Tables
Pay Versus Performance
The following section was prepared in accordance with the SEC’s new pay versus performance (“PvP”) disclosure rules (Item 402(v) of Regulation S-K) (PvP Rules). The PvP rules include a new definition of pay, called Compensation Actually Paid (CAP), which is compared to certain performance measures as required by the PvP Rules. The Company does not use CAP as a basis for making compensation decisions. For a discussion of the Company’s executive compensation policies and programs and an explanation of how executive compensation decisions are made, please refer to the Compensation Discussion and Analysis.
Pay versus performance table
| | Year | | | Summary
Compensation
Table Total for
PEO1 | | | Compensation
Actually Paid2 to
PEO | | | Average Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers3 | | | Average
Compensation
Actually Paid2 to
Non-PEO Named
Executive Officers | | | Value of Initial Fixed $100
Investment Based On: | | | Net Income
(in thousands) | | | HEI
Consolidated
Adjusted Net
Income5
(in thousands) | |
| | Total
Shareholder
Return | | | Peer Group4
Total
Shareholder
Return | |
| | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | |
| | 2022 | | | | $ | 3,811,515 | | | | | $ | 4,046,729 | | | | | $ | 1,353,755 | | | | | $ | 1,241,936 | | | | | $ | 99 | | | | | $ | 117 | | | | | $ | 241,138 | | | | | $ | 230,562 | | |
| | 2021 | | | | $ | 5,933,523 | | | | | $ | 7,901,297 | | | | | $ | 3,002,679 | | | | | $ | 2,673,496 | | | | | $ | 95 | | | | | $ | 116 | | | | | $ | 246,166 | | | | | $ | 229,909 | | |
| | 2020 | | | | $ | 5,108,212 | | | | | $ | 315,826 | | | | | $ | 1,904,441 | | | | | $ | 794,294 | | | | | $ | 78 | | | | | $ | 99 | | | | | $ | 197,824 | | | | | $ | 225,181 | | |
1
2022: Mr. Seu; 2021 and 2020: Constance Lau (former HEI CEO).
2
Compensation Actually Paid is the summary compensation table total for the PEO (column (b) above) and average summary compensation table total for the Non-PEO NEOs (column (d) above), as applicable, with the adjustments to the value of pension and stock adjusted as set out below pursuant to Item 402(v)(2)(iii) of Regulation S-K.*
3
2022: Messrs. Ito, Murao and Hazelton and Mss. Kimura and Teranishi; 2021: Messrs. Seu, Murao, Hazelton and Richard Wacker (former ASB CEO) and Ms. Teranishi; 2020: Messrs. Seu, Murao, Hazelton and Wacker.
4
Edison Electric Institute Index.
5
HEI Consolidated Adjusted Net Income represents HEI consolidated net income, adjusted for certain items. See paragraphs entitled "Non-GAAP Net Income Metrics" in the Compensation Discussion and Analysis and “Reconciliation of GAAP to Non-GAAP Measures: Incentive Compensation Adjustments,” attached as Exhibit A.
*
Adjustments pursuant to Item 402(v)(2)(iii) of Regulation S-K:
| | | | | PEO | | | Average Non-PEO Named Executive Officers | |
| | | | | 2020 | | | 2021 | | | 2022 | | | 2020 | | | 2021 | | | 2022 | |
| | Summary Compensation Table Total | | | | $ | 5,108,212 | | | | | $ | 5,933,523 | | | | | $ | 3,811,515 | | | | | $ | 1,904,441 | | | | | $ | 3,002,679 | | | | | $ | 1,353,755 | | |
| | Pension adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | SCT reversal1 | | | | | (576,610) | | | | | | — | | | | | | (236,512) | | | | | | (375,524) | | | | | | (274,111) | | | | | | — | | |
| | Service cost2 | | | | | 73,183 | | | | | | 79,155 | | | | | | 309,997 | | | | | | 75,657 | | | | | | 81,404 | | | | | | 99,567 | | |
| | Stock adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | SCT reversal3 | | | | | (2,378,882) | | | | | | (3,204,098) | | | | | | (1,830,874) | | | | | | (611,973) | | | | | | (817,776) | | | | | | (576,870) | | |
| | New awards outstanding4 | | | | | 1,758,452 | | | | | | 4,141,353 | | | | | | 1,919,877 | | | | | | 409,890 | | | | | | 755,592 | | | | | | 445,932 | | |
| | Change in value of prior year awards5 | | | | | (1,510,281) | | | | | | 457,298 | | | | | | 62,282 | | | | | | (297,021) | | | | | | 62,236 | | | | | | 52,989 | | |
| | New awards vested during the year6 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,681 | | |
| | Vested prior year awards7 | | | | | (2,158,248) | | | | | | 494,066 | | | | | | 10,444 | | | | | | (311,176) | | | | | | 16,297 | | | | | | (59,380) | | |
| | Forfeitures8 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (152,825) | | | | | | (81,738) | | |
| | Compensation Actually Paid | | | | $ | 315,826 | | | | | $ | 7,901,297 | | | | | $ | 4,046,729 | | | | | $ | 794,294 | | | | | $ | 2,673,496 | | | | | $ | 1,241,936 | | |
| |
1
See Item 402(v)(2)(iii)(A) of Regulation S-K.
2
See Item 402(v)(2)(iii)(B)(1)(i) of Regulation S-K.
3
See Item 402(v)(2)(iii)(C)(1) of Regulation S-K.
4
See Item 402(v)(2)(iii)(C)(1)(i) of Regulation S-K.
5
See Item 402(v)(2)(iii)(C)(1)(ii) of Regulation S-K.
6
See Item 402(v)(2)(iii)(C)(1)(iii) of Regulation S-K.
7
See Item 402(v)(2)(iii)(C)(1)iv) of Regulation S-K.
8
See Item 402(v)(2)(iii)(C)(1)(v) of Regulation S-K.
Executive Compensation Tables
Relationship between CAP and financial performance measures in the pay versus performance table.
CAP VERSUS TSR PERFORMANCE 2020-2022
CAP VERSUS NET INCOME 2020-2022
CAP Versus HEI Consolidated Adjusted Net Income 2020-2022
Executive Compensation Tables
Performance measures used to link company performance to executive compensation
The following performance measures, in our assessment, represent the most important performance measures used by us to link company performance to the compensation paid to our named executive officers for 2022. These performance measures are described in the Compensation Discussion and Analysis, in the tables entitled “2022 Annual Incentive Performance Metrics and Why We Use Them” and “2022-24 Long-Term Incentive Performance Metrics and Why We Use Them.”
| | HEI PEO1 | | | STOCK OWNERSHIP INFORMATION HEI NON-PEO NEOs2
| | | Utility NEO3 | | | ASB NEO4 | |
| | HEI consolidated adjusted net income | | | HEI consolidated adjusted net income | | | HEI consolidated adjusted net income | | | HEI consolidated adjusted net income | |
| | HEI 3-year average return on average common equity | | | HEI 3-year average return on average common equity | | | Utility consolidated net income | | | ASB adjusted net income | |
| | HEI 3-year average annual EPS growth | | | HEI 3-year average annual EPS growth | | | Utility operating metrics | | | ASB 3-year average return on equity | |
| | Utility decarbonization | | | Utility decarbonization | | | Utility decarbonization | | | ASB Return on Assets | |
| | HEI relative TSR | | | HEI relative TSR | | | HEI relative TSR | | | HEI relative TSR | |
| | | | | | | | Utility 3-year average annual return on average common equity | | | | |
1
Mr. Seu
2
Messrs. Ito, Murao and Hazelton
3
Ms. Kimura
4
Ms. Teranishi
STOCK OWNERSHIP INFORMATION64
Proposal No. 3 Frequency of Future Advisory Votes on HEI’s Executive Compensation
Proposal No. 3 Frequency of Future Advisory Votes on HEI’s Executive Compensation
At the 2017 Annual Meeting, the shareholders voted in favor of holding an advisory vote on executive compensation (commonly referred to as a “say-on-pay” vote) every year. Thus, since that time we have included a say-on-pay vote in our proxy statement each year. Pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended by the Dodd-Frank Act, companies are required to ask shareholders at least once every six years how often they would like the company to hold such a vote. Thus, this year we are again asking you to vote on how often we should hold say-on-pay votes.
Under this Proposal No. 3, shareholders may vote to have the say-on-pay vote every year, every two years or every three years, or they may abstain from voting on this proposal. This proposal is an advisory vote, meaning that the result will not be binding on the Board.
HEI believes that say-on-pay votes should be conducted every year so that shareholders may annually express their views on the Company’s executive compensation. Accordingly, unless shareholders express a strong preference that say-on-pay votes be conducted less frequently, the Board plans to continue to conduct a say-on-pay vote every year.
| | | | | | FOR EVERY 1 YEAR
Your Board recommends that you vote FOR a frequency of every 1 year for the advisory vote on HEI’s executive compensation (as opposed to every 2 years or every 3 years or abstaining). | | |
Stock Ownership Information
Stock Ownership Information
Security ownership of certain beneficial owners
The table below shows the number of shares of HEI Common Stock beneficially owned as of February 9, 20222023 (or such other date as indicated below) by (a) each person known by HEI to own beneficially more than five percent of the outstanding shares of HEI Common Stock, (b) each director who is a current director or is a director nominee and each named executive officer and (c) all directors and executive officers as a group, based in part on information
furnished by the respective shareholders. No HEI directors, director nominees or executive officers own any shares of Preferred Stock of HEI’s wholly-owned subsidiary, Hawaiian Electric. Unless otherwise indicated, the address of each person named in the table below is c/o Hawaiian Electric Industries, Inc., 1001 Bishop Street, Honolulu, Hawai‘i 96813.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF HEI COMMON STOCK
| | Name of Individual or Group | | Sole Voting
or
Investment
Power1 | | Shared Voting
or
Investment
Power2 | | Other Beneficial
Ownership3 | | Restricted
Stock Units4 | | Total | | Percent
of Class | | Name of Individual or Group | | Sole Voting or
Investment
Power | | Shared Voting or
Investment
Power1 | | Other Beneficial
Ownership2 | | Restricted
Stock Units3 | | Total | | Percent
of Class | |
| | BlackRock, Inc.5 | | 9,627,036 | | | | | | | | 9,627,036 | | 8.81 | | BlackRock, Inc.4 | | | | 10,211,814 | | | | | | | | | | | | | | | | | | | | 10,211,814 | | | | | 9.33 | | |
| | The Vanguard Group, Inc.6 | | 11,261,290 | | 195,336 | | | | | | 11,456,626 | | 10.48 | | The Vanguard Group, Inc.5 | | | | 12,419,665 | | | | | 197,699 | | | | | | | | | | | | | | | 12,617,364 | | | | | 11.53 | | |
| | Nonemployee directors | | | | | | | | | | | | | | Nonemployee directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Celeste A. Connors | | 7,434 | | | | | | | | 7,434 | | * | | Celeste A. Connors | | | | 10,367 | | | | | | | | | | | | | | | | | | | | 10,367 | | | | | * | | |
| | Richard J. Dahl | | 16,708 | | | | | | | | 16,708 | | * | | Richard J. Dahl | | | | 19,641 | | | | | | | | | | | | | | | | | | | | 19,641 | | | | | * | | |
| | Thomas B. Fargo | | | | 27,628 | | | | | | 27,628 | | * | | Thomas B. Fargo | | | | | | | | | 30,621 | | | | | | | | | | | | | | | 30,621 | | | | | * | | |
| | Elisia K. Flores | | 6,484 | | | | | | | | 6,484 | | * | | Elisia K. Flores | | | | 9,525 | | | | | | | | | | | | | | | | | | | | 9,525 | | | | | * | | |
| | Peggy Y. Fowler | | | | 45,882 | | | | | | 45,882 | | * | | Peggy Y. Fowler | | | | | | | | | 48,875 | | | | | | | | | | | | | | | 48,875 | | | | | * | | |
| | Micah A. Kāne | | 14,167 | | | | | | | | 14,167 | | * | | Micah A. Kāne | | | | 17,408 | | | | | | | | | | | | | | | | | | | | 17,408 | | | | | * | | |
| | Keith P. Russell | | 30,514 | | | | | | | | 30,514 | | * | | Michael J. Kennedy | | | | 8,989 | | | | | | | | | | | | | | | | | | | | 8,989 | | | | | * | | |
| | William James Scilacci, Jr. | | 7,628 | | | | | | | | 7,628 | | * | | Yoko Otani | | | | 974 | | | | | | | | | | | | | | | | | | | | 974 | | | | | * | | |
| | Employee director and Named
Executive Officer | | | | | | | | | | | | | | Keith P. Russell | | | | 33,447 | | | | | | | | | | | | | | | | | | | | 33,447 | | | | | * | | |
| | Scott W. H. Seu | | 9,637 | | | | 422 | | 7,608 | | 17,667 | | * | | William James Scilacci, Jr. | | | | 10,695 | | | | | | | | | | | | | | | | | | | | 10,695 | | | | | * | | |
| | All other Named Executive Officers | | | | | | | | | | | | | | Employee director and Named Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gregory C. Hazelton | | 22,545 | | | | | | 11,210 | | 33,755 | | * | | Scott W. H. Seu | | | | 15,468 | | | | | | | | | | 436 | | | | | 12,536 | | | | | 28,440 | | | | | * | | |
| | Constance H. Lau | | 7,590 | | 668,984 | | | | 20,725 | | 697,299 | | * | | All other Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Kurt K. Murao | | 14,794 | | | | | | 4,092 | | 18,886 | | * | | Gregory C. Hazelton | | | | 12,440 | | | | | | | | | | | | | | | — | | | | | 12,440 | | | | | * | | |
| | Ann. C. Teranishi | | 5,056 | | 42 | | | | 2,165 | | 7,263 | | * | | Paul K. Ito | | | | 6,929 | | | | | | | | | | | | | | | 2,880 | | | | | 9,809 | | | | | * | | |
| | Richard F. Wacker | | — | | | | | | — | | — | | * | | Kurt K. Murao | | | | 20,077 | | | | | | | | | | | | | | | 6,138 | | | | | 26,215 | | | | | * | | |
| | All directors and executive officers as a group (15 persons) | | 145,354 | | 742,536 | | 422 | | 48,514 | | 936,826 | | | | Ann. C. Teranishi | | | | 7,674 | | | | | 43 | | | | | | | | | | 3,563 | | | | | 11,280 | | | | | * | | |
| | | Shelee M.T. Kimura | | | | 11,532 | | | | | 1,295 | | | | | | | | | | 5,527 | | | | | 18,354 | | | | | * | | |
| | | All directors and executive officers as a group
(16 persons) | | | | 185,166 | | | | | 80,834 | | | | | 436 | | | | | 30,644 | | | | | 297,080 | | | |
*
Less than 1%
1
| Includes the following shares held as of February 9, 2022 in the Participant’s HEI Retirement Savings Plan: approximately 128 shares for Ms. Lau and 128 shares for all directors and executive officers as a group. |
2
| For individuals, includes (i) shares registered in name of the individual and spouse and/or (ii) shares registered in trust with the individual and spouse serving as co-trustees. |
3
| Shares in which the director or officer disclaims beneficial ownership. |
4
| Includes the number of shares that the individuals named above had a right to acquire as of or within 60 days after February 9, 2022 pursuant to Restricted Stock Units and related dividend equivalent rights thereon, including shares which retirement eligible individuals have a right to acquire upon retirement. These shares are included for purposes of calculating the percentage ownership of each individual named above and all directors and executive officers as a group, but are not deemed to be outstanding as to any other person. |
5
| Based solely on information provided in a Schedule 13G report filed on January 28, 2022 by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. |
6
| Based solely on information provided in a Schedule 13G report filed on February 9, 2022 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355. |
TABLE OF CONTENTS
STOCK OWNERSHIP INFORMATION
| | | |
For individuals, includes (i) shares registered in name of the individual and spouse and/or (ii) shares registered in trust with the individual and spouse serving as co-trustees.
2
Shares owned by spouse, children or other relatives sharing the home of the director or officer in which the director or officer disclaims beneficial interest.
3
Includes the number of shares that the individuals named above had a right to acquire as of or within 60 days after February 9, 2023 pursuant to Restricted Stock Units and related dividend equivalent rights thereon, including shares which retirement eligible individuals have a right to acquire upon retirement. These shares are included for purposes of calculating the percentage ownership of each individual named above and all directors and executive officers as a group, but are not deemed to be outstanding as to any other person.
4
Based solely on information provided in a Schedule 13G report filed on January 24, 2023 by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055.
5
Based solely on information provided in a Schedule 13G report filed on February 9, 2023 by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires HEI’s executive officers, directors and persons who own more than ten percent of a registered class of HEI’s equity securities to file reports of ownership and changes in ownership with the SEC. Such reporting persons are also required by SEC regulations to furnish HEI with copies of all Section 16(a)
forms they file. Based solely on its review of such forms provided to it, HEI believes that each of the persons required to comply with the Section 16(a) reporting requirements with regard to HEI complied with such reporting requirements for 2021.
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| | | OTHER RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
|
OTHER RELATIONSHIPS AND RELATED PERSON TRANSACTIONSOther Relationships and Related Person Transactions
Other Relationships and Related Person Transactions
Related person transaction policy
The Board has adopted a related person transaction policy that is included in HEI’s Corporate Code of Conduct, which is available for review at www.hei.com/govdocs (documents referenced as being available on HEI’s website are not incorporated herein). The related person transaction policy is specific to transactions between the Company and related persons such as executive officers and directors, their immediate family members or entities with which they are affiliated in which the amount involved
exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. Under the policy, the Board, acting through the Nominating and Corporate Governance Committee, may approve a related person transaction involving a director or an officer or other related person if the Board determines in advance that the transaction is not inconsistent with the best interests of HEI and its shareholders and is not in violation of HEI’s Corporate Code of Conduct.
Family relationships between any HEI executive officer, director and nominee for director
There are no family relationships between any HEI
executive officer, director or nominee for director.
Arrangements or understandings between any HEI executive, director or director nominee and another person pursuant to which such executive, director or director nominee was selected
There are no arrangements or understandings between any executive officer, director or director nominee of HEI
and any other person pursuant to which such executive officer, director or director nominee was selected.
Related person transactions with HEI or its subsidiaries
ASB has made loans and extensions of credit to directors and executive officers, members of their immediate families and affiliated entities in the ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and which did not involve more than the normal risk of collectability or present other unfavorable features.
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AUDIT & RISK COMMITTEE REPORT
| | | |
AUDITAudit &
RISK COMMITTEE REPORTRisk Committee Report
Audit & Risk Committee Report
The Audit & Risk Committee is responsible for providing independent, objective oversight of HEI’s accounting functions and internal controls. It operates and acts under a written charter, which was adopted and approved by the Board and is available for review at www.hei.com/govdocs(documents (documents referenced as being available on HEI’s website are not incorporated herein). The Board has determined that the fourfive directors currently serving on the Audit & Risk Committee (Messrs. Dahl, Russell and Scilacci and Ms. Connors)Mss. Flores and Otani) meet the independence and other qualification requirements of the NYSE Listed Company Manual and applicable securities laws. Messrs. Dahl, Russell and Scilacci and Mss. Otani and Flores have also been determined by the Board to be “audit committee financial experts” on the Audit & Risk Committee. In addition, the Audit & Risk Committee has authority to retain its own independent legal counsel and accounting advisers at HEI’s expense.
The Audit & Risk Committee assists the Board with its financial and risk oversight responsibilities. As part of its responsibilities for the oversight of the risk management process, the Audit & Risk Committee has reviewed and discussed the Company’s enterprise risk assessment and risk management framework, including discussions regarding significant risks and management plans to address these risks. As part of its risk management oversight responsibility, the Audit & Risk Committee oversees cybersecurity risk. To support the Audit & Risk Committee with this oversight responsibility, the Audit & Risk Committee formed a non-fiduciary cybersecurity working group comprised of directors from HEI, the Utility and ASB boards to assist the Audit & Risk Committee in monitoring the condition and effectiveness of the Company’s cybersecurity program and evolving cybersecurity risks. Management has the primary responsibility for HEI’s consolidated financial statements and reporting process, including the systems of internal control. The independent registered public accounting firm has the responsibility for expressing opinions on HEI’s consolidated financial statements and on the Company’s internal control over financial reporting based on its integrated audits.
Independence and retention of registered public accounting firm and recommendation to include financial statements in Form 10-K
The Audit & Risk Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. The Audit & Risk Committee is also involved in the selection of the independent auditor’s lead audit partner. The Audit & Risk Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Annually, the Audit & Risk Committee reviews the independent auditor’s qualifications, performance and independence in connection with the committee’s determination of whether to retain the independent auditor. In its evaluation, the Audit & Risk Committee considers several factors, including, but not limited to:
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the independent auditor’s capabilities and technical expertise and knowledge of the Company’s operations and the industries in which it conducts its business;
•
service levels, quality and efficiency of the audit performed by the independent auditor, including the results of an internal survey of the independent auditor’s performance;
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external information relating to audit quality and performance, such as the most recent Public Company Accounting Oversight Board (PCAOB) report on the independent auditor;
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the appropriateness of audit fees compared to the value received, as well as evaluating fees on both an absolute basis and as compared to peers;
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if applicable, an evaluation of the independent auditor’s known legal risks and significant proceedings; and
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the independent auditor’s independence.
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| | | AUDIT & RISK COMMITTEE REPORT
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Deloitte & Touche LLP (Deloitte), the Company’s independent registered public accounting firm, provided the Audit & Risk Committee with written disclosures and a letter regarding its independence from management as required by professional standards and other regulatory requirements, including applicable requirements of the PCAOB. Based on its review of the disclosure statements and discussions with Deloitte, including the consideration of whether Deloitte’s provision of non-audit services to the Company is compatible with maintaining independence, the Audit & Risk Committee satisfied itself as to the independence of the external auditor. In addition, based on the committee’s annual evaluation of Deloitte, the Audit & Risk Committee believes that it is in the best interests of the Company and its shareholders to retain Deloitte to serve as the Company’s independent auditor for the year ending December 31, 2022.2023.
In connection with its responsibilities, the Audit & Risk Committee held ten11 regular meetings and no special meetings in 20212022 with management and Deloitte. In its meetings with management and Deloitte, the Audit & Risk
Committee’s review and discussion included the audited consolidated financial statements, audit plan and the quality and adequacy of internal controls. Discussions with Deloitte included the matters required by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, such as the audit strategy and results of the audit.
The Audit & Risk Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company's financial statements. Rather, in performing its oversight functions, the Audit & Risk Committee necessarily relies on the work and assurances of the Company’s management and internal audit group as well as the Company’s independent auditor whose reports express opinions on the conformity of the Company’s annual financial statements with U.S. generally accepted accounting principles and on the effectiveness of internal control over financial reporting. Based on its reviews and discussions with management and Deloitte described aboveherein and review of Deloitte’s representations and disclosures, the Audit & Risk Committee recommended to the Board of Directors that HEI’s
Audit & Risk Committee Report
audited consolidated financial statements be included in HEI’s 20212022 Form 10-K. The Audit & Risk Committee also recommended that Deloitte be re-appointed as the Company’s independent registered public accounting firm for the year ending December 31, 20222023 and serve until the Company’s annual meeting of shareholders in 20232024 and that the Board submit this appointment to the Company’s shareholders for ratification at the Annual Meeting.
| Audit & Risk Committee
William James Scilacci, Jr., Chair
Richard J. Dahl
Elisia K. Flores
Yoko Otani
Keith P. Russell | | |
| | | Audit & Risk Committee
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| | | William James Scilacci, Jr., Chairperson
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| | | Celeste A. Connors
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| | | Richard J. Dahl
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| | | Keith P. Russell
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PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022
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PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm for 2023
Proposal No. 4: Ratification of Appointment of
Independent Registered Public Accounting Firm for 2023
At the 20222023 Annual Meeting, the shareholders will be asked to ratify the appointment of Deloitte as HEI’s independent registered public accounting firm for the year ending December 31, 20222023 and thereafter until its
successor is appointed. Representatives of Deloitte are expected to be present at the 20222023 Annual Meeting and will have the opportunity to make statements if they desire to do so and to respond to appropriate questions.
Auditors’ fees
The following table sets forth the fees paid or payable to Deloitte, the Company’s independent registered public accounting firm for 20202021 and 2021:2022:
| | Audit fees (principally consisted of fees associated with the audits of HEI, Hawaiian Electric, and ASB consolidated financial statements and internal control over financial reporting (Sarbanes-Oxley Act of 2002, Section 404) and quarterly reviews | | | $3,099,800 | | | 93 | | | $2,981,900 | | | 93 | |
| | Audit-related fees (primarily consisted of fees associated with agreed upon procedures) | | | 167,200 | | | 5 | | | 177,000 | | | 5 | |
| | Tax fees (consisted of tax return review) | | | 52,000 | | | 2 | | | 55,500 | | | 2 | |
| | All other fees | | | — | | | — | | | — | | | — | |
| | | | | $3,319,000 | | | 100 | | | $3,214,400 | | | 100 | |
| | | | | 2021 | | | 2022 | |
| | | | | Fees | | | % | | | Fees | | | % | |
| | Audit fees (principally consisted of fees associated with the audits of HEI, Hawaiian Electric, and ASB consolidated financial statements and internal control over financial reporting (Sarbanes-Oxley Act of 2002, Section 404) and quarterly reviews | | | | $ | 2,981,900 | | | | | | 93 | | | | | $ | 3,153,000 | | | | | | 97 | | |
| | Audit-related fees (primarily consisted of fees associated with agreed upon procedures) | | | | | 177,000 | | | | | | 5 | | | | | | 97,000 | | | | | | 3 | | |
| | Tax fees (consisted of tax return review) | | | | | 55,500 | | | | | | 2 | | | | | | — | | | | | | — | | |
| | All other fees | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | $ | 3,214,400 | | | | | | 100 | | | | | $ | 3,250,000 | | | | | | 100 | | |
Pursuant to its charter, the Audit & Risk Committee preapproves all audit and permitted non-audit services to be performed by the independent registered public accounting firm. The Audit & Risk Committee may delegate this responsibility to one or more of its members, provided that such member or members report any such preapprovals to the full Audit & Risk Committee at its next regularly scheduled meeting. All of the amounts set forth in the table above were preapproved. In addition, the Audit & Risk Committee reviewed the professional fees billed by Deloitte and determined that the provision of non-audit services was compatible with the maintenance of the auditor’s independence.
In the event the appointment of Deloitte is not ratified, the Audit & Risk Committee will reconsider its selection, but may decide to maintain the appointment of Deloitte.
Even if the selection is ratified, the Audit & Risk Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit & Risk Committee believes that such a change would be in the best interests of HEI’s shareholders.
| | | ✓ FOR | | | Your Audit & Risk Committee and Board recommend that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2022.2023. | | |
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| | | ABOUT THE 2022 ANNUAL MEETING
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PROXY STATEMENT
About the 2023 Annual Meeting
Proxy Statement
HEI is soliciting proxies for the 20222023 Annual Meeting scheduled for Friday, May 6, 2022,5, 2023, at 10:00 a.m., Hawai‘i Time. The 20222023 Annual Meeting will be conducted entirely by audio webcast.in person at the American Savings Bank Campus, 300 N. Beretania Street, 7th Floor, Kākou 1 & 2, Honolulu, HI 96817. The mailing address of the principal executive offices of HEI is P.O. Box 730, Honolulu, Hawai‘i 96808-0730.
The approximate mailing date for this Proxy Statement, form of proxy and 20212022 Annual Report to Shareholders is March 18, 2022.24, 2023. The 20212022 Annual Report to Shareholders accompanying this Proxy Statement is not considered part of the proxy soliciting material.
About the 2023 Annual Meeting
| | | | | | | | | | | |
| | TIME AND DATE | | | | LOCATION | | | | RECORD DATE | |
| | Friday, May 5, 2023 at
10:00 a.m., Hawai‘i Time | | | | The 2023 Annual Meeting will be conducted in-person
at American Savings Bank Campus,
300 N. Beretania St., 7th Floor, Kākou 1 & 2, Honolulu,
HI 96817 | | | | March 1, 2023 | |
Attendance
ABOUT THE 2022 ANNUAL MEETING
Attendance
To mitigate the health risks posed by COVID-19, the 2022The 2023 Annual Meeting will be virtual, conducted entirely via live audio webcast. Youin person.
Attendance will be ablelimited to:
•
shareholders of record (i.e., shareholders who own shares registered in their own name on the books of HEI) on the record date;
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beneficial owners of HEI Common Stock having evidence of ownership as of the record date and entitlement to vote at the meeting;
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authorized representatives of absent shareholders; and
•
invited guests of HEI management.
If you own shares of HEI Common Stock in the name of a bank, brokerage firm or other holder of record, you must show proof of ownership. This may be in the form of a letter from the holder of record or a recent statement from the bank or broker showing ownership of HEI Common Stock.
If you are representing an entity that is a shareholder, you must also present documentation showing your authority to attend and act on behalf of the virtual 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/HE2022entity (such as a power of attorney, written proxy to vote, or letter of authorization on the entity’s letterhead). You also willOnly one authorized representative may attend per absent shareholder.
In order to be ableadmitted to submit questions and vote your shares electronically at the Annual Meeting.
To participate in the virtual 20222023 Annual Meeting, you will need to present government-issued photo identification (such as a driver’s license or passport) at registration.
To ensure that we can accommodate the 16-digit controlgreatest number included on your Notice of Internet Availabilityshareholders at our 2023 Annual Meeting, we reserve the right to limit the number of Proxy Materials, your proxy card, or if your shares are held in street name, on the instructions that accompanied your proxy materials. The live audio webcast will begin promptly at 10:00 AM, Hawai‘i Time. We encourage you to accessauthorized representatives for any shareholder who may attend the meeting priorand to restrict the start time. Online check-inadmission of guests or other attendees who are not shareholders.
No cameras, recording equipment, large bags or packages will beginbe permitted in the 2023 Annual Meeting. The use of cell phones, smart phones, tablets and other personal communication devices during the 2023 Annual Meeting is strictly prohibited.
Measures designed to protect against the spread of COVID-19 may also be enforced at 9:45 AM, Hawai‘i Time,the meeting. Such measures may include distancing and you should allow ample time for the check-in procedures.mask requirements, among others.
Instructions on how to attend, submit questions and vote via the Internet are posted at www.virtualshareholdermeeting.com. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. A recording of the 2022 Annual Meeting will be available at www.virtualshareholdermeeting.com for 12 months following the date of the 2022 Annual Meeting.71
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VOTING PROCEDURESVoting Procedures
Voting Procedures
Electronic access to proxy materials
HEI provides shareholders the option to access its proxy materials via the Internet. In keeping with our efforts to conserve natural resources and reduce carbon emissions, this method of delivery reduces the amount of paper necessary to produce these materials, reduces carbon emissions from transporting and delivery of materials and reduces the costs associated with the printing and mailing of these materials to shareholders. On or about March 18, 2022,24, 2023, a Notice of Internet Availability of Proxy Materials (Notice) will bewas mailed to certain shareholders and our proxy materials will bewas posted on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, shareholders may choose to access our proxy
materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials at no cost to the shareholder. The Notice and website will provide information regarding how to request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
If you currently receive HEI’s proxy materials in printed form and would like to receive them electronically in the future, please so indicate on the enclosed proxy, if voting by mail, or by followingfollow the instructions provided whento vote using the telephoneinternet. Once you enter www.proxyvote.com, go to Delivery Settings and indicate that you agree to receive or Internet voting options described below.
access proxy materials electronically in future years.Only persons who owned shares of HEI Common Stock as of the close of business on March 1, 20222023 (the proxy record
date) are entitled to vote.
Shares outstanding and entitled to vote
On March 1, 2022, 109,431,3462023, 109,572,075 shares of HEI Common Stock were outstanding. Each shareholder is entitled to one vote for each share held on the record date. The Bylaws of
HEI do not provide for cumulative voting rights in the election of directors.
A quorum is needed to conduct business at the 20222023 Annual Meeting. A majority of the shares of HEI Common Stock outstanding on March 1, 20222023 and entitled to vote, and present in person or by proxy at the 20222023 Annual Meeting, constitutes a quorum. Shareholders attending the 2022 Annual Meeting via the Internet are deemed to be present in person. Abstentions and broker
nonvotes of uninstructed shares on routine matters (such as ratification of the appointment of the independent registered public accounting firm) will be counted in the number of shares present in person or by proxy for purposes of determining a quorum. A quorum established for one purpose will apply for all purposes at the 20222023 Annual Meeting.
Voting shares held directly with the Company
Whether or not you plan to attend the 20222023 Annual Meeting, please take the time to vote. You may vote before the 20222023 Annual Meeting via the Internet, by touch tone telephone or by mail, or in person during the 20222023 Annual Meeting via the Internet.Meeting.
The Internet and telephone procedures are designed to authenticate your vote and confirm that your voting instructions are followed. If you vote via the Internet or by telephone, follow the instructions on the Notice or voting instruction card you received by mail. If you vote
by telephone, you will receive additional recorded instructions; and if you vote via the Internet, you will receive additional instructions at the applicable Internet website.
You will need to have available the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card, as applicable.
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BEFORE THE MEETING
1.
| BY INTERNET: You may vote online by following the instructions in the Notice or by accessing the Internet at www.proxyvote.com. Instructions regarding how to record and confirm your vote will be available on the website.
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2.
| BY TELEPHONE: You may vote by touchtone telephone by following the instructions in the Notice or by calling 1-800-690-6903. Once connected, you will be prompted to record and confirm your vote.
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2.
| BY MAIL:1.
BY INTERNET: You may vote online by following the instructions in the Notice or by accessing the Internet at www.proxyvote.com. Instructions regarding how to record and confirm your vote will be available on the website. 2.
BY TELEPHONE: You may vote by touchtone telephone by following the instructions in the Notice or by calling 1-800-690-6903. Once connected, you will be prompted to record and confirm your vote. 3.
BY MAIL: Please mark your vote and sign, date and promptly return the proxy card in the postage-paid envelope provided. If you return the signed proxy card in the postage-paid envelope provided. If you return the signed proxy card |
but do not mark the boxes showing how you wish to
vote, your votes will be cast following the Board’s recommendations on all proposals. If you wish to have someone other than the individuals listed on the enclosed proxy card vote your shares at the meeting, cross out all three names and insert the name of the person you designate as your proxy to vote your shares at the meeting.
DURING THE MEETING
1.
| BY INTERNET: You may vote your shares online during the 2022 Annual Meeting by accessing the
|
Internet at www.virtualshareholdermeeting.com/
HE2022. Instructions will be available on4.
IN PERSON: You or your proxy may vote your shares by attending the website.
2023 Annual Meeting and voting in person.
Voting shares held in street name (e.g., through a broker, trustee or other holder of record)
If your shares are held in “street name” (that(that is, through a broker, trustee or other holder of record), you will receive a voting instruction card or other information from your broker or other holder of record seeking instruction from you as to how your shares should be voted. If you do not provide such instruction, your broker or nominee may vote your shares at its discretion on your behalf on routine matters, but not on nonroutine matters. The ratification of the appointment of HEI’s independent registered public accounting firm is considered a routine matter. The election of directors, the advisory vote on executive compensation, and the advisory vote on the frequency of advisory votes on executive compensation are considered nonroutine matters.
Please provide instructions to your broker or nominee on how to vote your shares on all proposals to ensure that your shares will be voted on all proposals in accordance with your wishes.
If yourYou may not vote shares are held in street name, and you want to vote your shares during“street name” at the 20222023 Annual Meeting unless you must have the 16-digit control numberobtain a legal proxy from the proxy materials sent to you by your broker or other holder of record and follow the instructions above for voting via the Internet during the meeting.
record.Voting shares held in the HEI Dividend Reinvestment and Stock Purchase Plan, the HEI Retirement Savings Plan or the American Savings Bank 401(k) Plan
If you own shares held in the HEI Dividend Reinvestment and Stock Purchase Plan, the HEI Retirement Savings Plan (including shares previously received under the Tax Reduction Act Stock Ownership Plan or the HEI Stock Ownership Plan) or the American Savings Bank 401(k) Plan (ASB 401(k) Plan), you will receive instructions explaining how to direct your vote. Your shares will be voted according to your directions.
For the HEI Dividend Reinvestment and Stock Purchase Plan, all shares of stock for which no voting instructions are given will be voted by the administrator of such plan as our Board recommends. For the HEI Retirement Savings Plan and the ASB 401(k) Plan, all shares of HEI Common Stock for which no voting instructions are given will be voted in the same proportion as the Plan shares for which voting instructions were given.
If you vote by any of the methods described above, you may revoke your proxy card or vote at any time before the 20222023 Annual Meeting in one of three ways:
•
submit a properly signed proxy card with a later date or vote again at a later time by telephone or Internet;
•
notify the Corporate Secretary of HEI in writing; or
•
vote viain person at the Internet during the 20222023 Annual Meeting (you will need the 16-digit control number(if your shares are registered in your name on HEI’s books or if your Notice of Internet Availability of Proxy Materials or your proxy card or, for shares are held in street name,“street name” and you have a legal proxy from the proxy materials sent by your broker or other intermediary)holder of record).
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If a quorum is present at the 20222023 Annual Meeting, then:
•
A director will be elected if the director nominee receives more “FOR” votes than “AGAINST” votes. Although the election of directors is considered a nonroutine matter, broker nonvotes (i.e., when your broker or other holder of record does not vote your shares on a nonroutine matter because you have not provided instructions regarding how to vote on that matter) will not affect the outcome of this matter if a quorum is present. Similarly, abstentions will also not affect the outcome of this matter if a quorum is present. For this proposal, your options are to vote “FOR,” “AGAINST,” or “ABSTAIN.”
•
Since the votevotes on executive compensation isand frequency of votes on executive compensation are advisory only, no minimum number of votes cast is required for that item and the results will not be binding on the Board.
| However, the Board and its Compensation & Human Capital Management Committee value input from shareholders and will consider the vote outcome when making future compensation decisions. Brokers may |
However, the Board and its Compensation & Human Capital Management Committee value input from shareholders and will consider the vote outcome when making future compensation decisions. Brokers may not vote on this proposalthese proposals without your instructioninstructions because the advisory vote on executive compensation isthese proposals are considered a nonroutine matter.matters. For the proposal to adopt a resolution approving the compensation of HEI’s named executive officers, your options are to vote “FOR,” “AGAINST” or “ABSTAIN.”
For the proposal concerning how frequently HEI should hold advisory votes on its executive compensation, your options are to vote for a frequency of every “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN.”
•
The appointment of HEI’s independent registered public accounting firm will be ratified if more votes are cast “FOR” than “AGAINST” such ratification. This is a routine matter, and your broker may vote your shares at its discretion if no instruction is provided on this proposal. Abstentions will not affect the outcome of this matter if a quorum is present. For this proposal, your options are to vote “FOR,” “AGAINST” or “ABSTAIN.”
Counting the votes and confidentiality
Broadridge Corporate Issuer Solutions, Inc. will act as tabulator for broker and bank proxies as well as for proxies of the other shareholders of record. Your identity and vote will not be disclosed to persons other than those acting as tabulators except:
•
as required by law;
•
to verify the validity of proxies and vote results in the case of a contested proxy solicitation; or
•
when you write a comment on the proxy card.
Other matters to be decided at the 20222023 Annual Meeting
HEI has no business to be presented at the 20222023 Annual Meeting other than the items set forth in this Proxy Statement. If other business is properly brought before the 20222023 Annual Meeting, or any adjournment or
postponement thereof, the persons named on the enclosed proxy card will vote your shares in accordance with their best judgment, unless authority to do so is withheld by you on your proxy card.
Postponement or adjournment of Annual Meeting
If the 20222023 Annual Meeting is postponed or adjourned, 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 at the 20222023 Annual Meeting.
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OTHER INFORMATIONOther InformationProxy solicitation and related cost
HEI will solicit proxies by mail, telephone or other means of communication and will bear the cost of such solicitation. We have engaged D.F. King & Co. to assist in the distribution of proxy materials and solicitation of proxies (including by telephone) from shareholders at a cost of
$10,000 $10,000 plus reasonable expenses. We will also reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of HEI Common Stock.
Deadline for submitting a proposal to be included in the proxy statement for next year’s Annual Meeting
pursuant to Rule 14a-8 of the Exchange Act
Shareholders who want to have a proposal included in the proxy statement and form of proxy for the 20232024 Annual Meeting of Shareholders (2023(2024 Annual Meeting) pursuant to Rule 14a-8 of the Exchange Act must
submit the proposal to the Corporate Secretary in writing. The proposal must be received by November 18, 2022.
25, 2023.Nominating directors for inclusion in the proxy statement for next year'syear’s Annual Meeting (proxy access)
Eligible Shareholders (as that term is defined in Article IIIA, Section 4 of the Bylaws) who wish to include director nominees in the proxy materials for the 20232024 Annual Meeting must deliver such nominations to the Corporate Secretary no later than 120 days, nor earlier than 150 days, prior to the anniversary of the date that the Company first distributed its proxy statement to shareholders for the 20222023 Annual Meeting.
To be timely for the 20232024 Annual Meeting, Eligible Shareholders must deliver the nomination to the Corporate Secretary no later than November 18, 2022,25, 2023, and no earlier than October 19, 2022.
26, 2023.Eligible Shareholders may nominate up to two or 20% of the number of directors in office as of November 18, 2022,25, 2023, whichever is greater. For instructions on how to provide a Notice of Proxy Access Nomination (as that term is defined in Article IIIA, Section 2 of the Bylaws) in proper written form, please refer to Article IIIA, Section 6 of the Bylaws.
Recommend persons as potential nominees to serve on the Board
Outside of the director nomination process described below, the Nominating and Corporate Governance Committee will also consider informal recommendations by shareholders for director candidates. Shareholders may send such recommendations to the Nominating and Corporate Governance Committee in care of the Corporate Secretary, Hawaiian Electric Industries, Inc., P.O. Box 730, Honolulu, Hawai‘i 96808-0730. Recommendations must
be received by November 18, 202225, 2023 for consideration by the Nominating and Corporate Governance Committee for the 20232024 Annual Meeting. The recommendation must include (a) a résumé and other relevant biographical information regarding the person’s skills and qualifications to serve on the Board, (b) such person’s consent to serve as a director and (c) the number of shares of HEI Common Stock owned by the shareholder.
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Bringing other business matters or nominations before the 20232024 Annual Meeting
Shareholders who wish to present business before the 20232024 Annual Meeting (other than through Rule 14a-8 of the Exchange Act) or nominate a director for the 20232024 Annual Meeting (other than through proxy access) must provide a written notice to the Corporate Secretary that is received no later than 90 days, nor earlier than 120 days, prior to the anniversary date of the 20222023 Annual Meeting.
To be timely for the 20232024 Annual Meeting, shareholders must deliver written notice to the Corporate Secretary no later than February 5, 2023,2024, and no earlier than January 6, 2023.2024.
In addition to satisfying the requirements under our Bylaws with respect to advance notice of any director nomination, any shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 must provide the required notice of intent to solicit proxies to the Corporate Secretary no later than 60 calendar days prior to the first anniversary of the date of the 2023 Annual Meeting (no later than March 6, 2024 for the 2024 Annual Meeting of Stockholders).
Notice for business to be presented must comply with Article II, Section 2 of the Bylaws and include: (i) as to each matter the shareholder proposes to bring before the 20232024 Annual Meeting: a brief description of the business desired to be brought before the 20232024 Annual Meeting (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Bylaws, the text of the proposed amendment) and the reasons for conducting such business at the 20232024 Annual Meeting; and (ii) as to the shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made: (a) the name and address of such person, (b) such person’s Ownership Information, (as that term is defined in Article II, Section 2 of the Bylaws), (c) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business, (d) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies by such person with respect to the proposed business to be brought before the annual meeting pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder, and (e) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
Notice for nominating a director must comply with Article III, Section 2 of the Bylaws and include: (i) as to each person whom the shareholder proposes to nominate for election as a director: (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the person’s Ownership Information, and (d) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (ii) as to the shareholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made: (a) the name and address of such shareholder, (b) the Ownership Information, (c) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (d) a description of any material interest of such person or any affiliates of such person in the nomination, including any anticipated benefit therefrom to such person or any affiliates of such person, (e) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, and (f) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.
A written consent of each proposed nominee to being a nominee and to serve as a director if elected and a completed and signed representation agreement (as described in Article III, Section 14 of the Bylaws) must also accompany the notice.
“Householding” and provision of additional copies of proxy materials upon request
As permitted by rules of the SEC, HEI has adopted a procedure referred to as “householding,” under which only one annual report to shareholders will be delivered to shareholders sharing the same address, unless contrary instructions are received. Householding reduces the volume of duplicate information received at your household, the cost to HEI of preparing and mailing duplicate materials, the environmental burden of excess paper usage and carbon
emissions associated with transportation and delivery. Certain shareholder accounts at a householded address will continue to receive separate proxy statements and proxy cards, and we will also deliver promptly upon your written or oral request a separate copy of the annual report, proxy statement or Notice of Internet Availability if you are a security holder at a shared address to which a single copy of the requested documents was delivered. Dividend payments
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and account statements are not affected. Householding will continue until you are notified otherwise or until you notify us that you wish to receive a separate annual report. You will be removed from the householding program within 30 days after receipt of your notice. If you wish to commence or discontinue householding of the annual report to shareholders, you may notify us by calling us at (866) 540-7095 (toll free). You may
also write to us at the following address: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717.
If you hold your shares in “street name,” please contact your bank, broker or other holder of record to request information about householding.
* * *
Please vote your proxy as soon as possibleto ensure that your shares will be counted at the 20222023 Annual Meeting.
| | March 24, 2023 | | | Kurt K. Murao
Executive Vice President, General Counsel, Chief
Administrative Officer and Corporate Secretary
| |
March 18, 2022
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Exhibit A
Reconciliation of GAAP1 to Non-GAAP Measures:
Incentive Compensation Adjustments
HEI reports its financial results in accordance with accounting principles generally accepted in the United States of America (GAAP). However, HEI'sHEI’s management may use certain non-GAAP measures to evaluate the performance of HEI and its subsidiaries for compensation purposes. Management believes these EICP and LTIP non-GAAP measures provide useful information and are a better indicator of management'smanagement’s performance regarding ongoing business operations for the purpose of measuring
the level of achievement against the performance objectives underlying the EICP and LTIP programs established at the beginning of the measurement period. Adjusted earnings and other financial measures as presented below may not be comparable to similarly-titled measures used by other companies. The table below provides a reconciliation of GAAP earnings to non-GAAP EICP and LTIP measures for HEI and its subsidiaries.
Hawaiian Electric Industries, Inc. and Subsidiaries (HEI Consolidated)
Unaudited
($ in millions, except per share amounts)
| | HEI CONSOLIDATED NET INCOME
| | | | | | | | | | | | | |
| | GAAP (as reported) | | | $246.2 | | | $197.8 | | | $217.9 | | | $201.8 | |
| | Excluding special items (after-tax) for EICP and LTIP purposes:
| | | | | | | | | | | | | |
| | Provision for credit losses related to the pandemic | | | (16.8) | | | 25.2 | | | | | | | |
| | Executive officer settlement | | | 1.4 | | | | | | | | | | |
| | State Unemployment Tax assessment | | | (0.9) | | | | | | | | | | |
| | Non-GAAP (adjusted) net income for 2021 EICP purposes | | | 229.9 | | | | | | | | | | |
| | Excluding special items (after-tax) for LTIP purposes only:
| | | | | | | | | | | | | |
| | COVID-19 related expenses | | | — | | | 3.7 | | | — | | | — | |
| | Branch lease termination costs | | | — | | | 0.6 | | | — | | | — | |
| | Gain from VISA stock sale, net | | | — | | | (2.2) | | | — | | | — | |
| | Sale of former headquarters, net of campus transition costs | | | — | | | — | | | (5.6) | | | 0.7 | |
| | Ongoing impacts relating to the termination of merger2 | | | — | | | — | | | — | | | 12.4 | |
| | Federal tax reform and related impacts3 | | | — | | | — | | | — | | | (4.7) | |
| | Pension defeasement | | | (1.3) | | | 1.2 | | | (0.4) | | | — | |
| | Non-GAAP (adjusted) net income for 2019-21 LTIP purposes | | | $228.6 | | | $226.4 | | | $211.9 | | | $210.1 | |
| | HEI CONSOLIDATED BASIC EARNINGS PER SHARE | | | | | | | | | | | | | |
| | Based on GAAP | | | $2.25 | | | $1.81 | | | $2.00 | | | $1.85 | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes | | | 2.09 | | | 2.07 | | | 1.95 | | | 1.93 | |
| | HEI CONSOLIDATED Return on Average Common Equity (%)
| | | | | | | | | | | | | |
| | Based on GAAP | | | 10.4 | | | 8.6 | | | 9.8 | | | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes4 | | | 9.7 | | | 9.8 | | | 9.5 | | | | |
| | UTILITY NET INCOME
| | | | | | | | | | | | | |
| | GAAP (as reported) | | | $177.6 | | | $169.3 | | | $156.8 | | | $143.7 | |
| | Excluding special items (after-tax) for LTIP purposes only:
| | | | | | | | | | | | | |
| | Ongoing impacts relating to the termination of merger2 | | | — | | | — | | | — | | | 12.4 | |
| | Federal tax reform and related impacts3 | | | — | | | — | | | — | | | (4.7) | |
| | Non-GAAP (adjusted) net income for 2019-21 LTIP purposes | | | $177.6 | | | $169.3 | | | $156.8 | | | $151.3 | |
| | Years ended December 31 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| | HEI CONSOLIDATED NET INCOME | | | | | | | | | | | | | | | | | | | | | | | | | |
| | GAAP (as reported) | | | | $ | 241.1 | | | | | $ | 246.2 | | | | | $ | 197.8 | | | | | $ | 217.9 | | |
| | Excluding special items (after-tax) for EICP and LTIP purposes: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Reversal of allowance for credit losses related to the pandemic2 | | | | | (3.9) | | | | | | | | | | | | | | | | | | | | |
| | Branch lease termination costs (gain on sale of branches) | | | | | (0.5) | | | | | | | | | | | | | | | | | | | | |
| | Gain on sale of an investment by Pacific Current3 | | | | | (6.2) | | | | | | | | | | | | | | | | | | | | |
| | Non-GAAP (adjusted) net income for 2022 EICP purposes | | | | | 230.6 | | | | | | | | | | | | | | | | | | | | |
| | Excluding special items (after-tax) for LTIP purposes only: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Allowance (reversal of allowance) for credit losses related to the pandemic2 | | | | | (5.7) | | | | | | (16.8) | | | | | | 25.2 | | | | | | — | | |
| | Executive officer settlement4 | | | | | — | | | | | | 1.4 | | | | | | — | | | | | | — | | |
| | State Unemployment Tax assessment5 | | | | | — | | | | | | (0.9) | | | | | | — | | | | | | — | | |
| | COVID-19 related expenses6 | | | | | — | | | | | | — | | | | | | 3.7 | | | | | | — | | |
| | Branch lease termination costs (gain on sale of branches) | | | | | 0.4 | | | | | | — | | | | | | 0.6 | | | | | | — | | |
| | Gain from VISA stock sale, net | | | | | — | | | | | | — | | | | | | (2.2) | | | | | | — | | |
| | Sale of former headquarters, net of campus transition costs | | | | | — | | | | | | — | | | | | | — | | | | | | (5.6) | | |
| | Pension defeasement7 | | | | | (1.0) | | | | | | (1.1) | | | | | | (0.1) | | | | | | — | | |
| | Non-GAAP (adjusted) net income for 2020-22 LTIP purposes | | | | $ | 224.3 | | | | | $ | 228.8 | | | | | $ | 225.1 | | | | | $ | 212.3 | | |
| | HEI CONSOLIDATED BASIC EARNINGS PER SHARE | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Based on GAAP | | | | $ | 2.20 | | | | | $ | 2.25 | | | | | $ | 1.81 | | | | | $ | 2.00 | | |
| | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes | | | | | 2.05 | | | | | | 2.09 | | | | | | 2.06 | | | | | | 1.95 | | |
| | HEI CONSOLIDATED RETURN ON AVERAGE COMMON EQUITY (%) | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Based on GAAP | | | | | 10.5 | | | | | | 10.4 | | | | | | 8.6 | | | | | | | | |
| | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes8 | | | | | 9.8 | | | | | | 9.7 | | | | | | 9.7 | | | | | | | | |
| | ASB NET INCOME | | | | | | | | | | | | | | | | | | | | | | | | | |
| | GAAP (as reported) | | | | $ | 80.0 | | | | | $ | 101.2 | | | | | | | | | | | | | | |
| | Excluding special items (after-tax) for EICP and LTIP purposes: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Reversal of allowance for credit losses related to the pandemic2 | | | | | (3.9) | | | | | | | | | | | | | | | | | | | | |
| | Branch lease termination costs (gain on sale of branches) | | | | | (0.5) | | | | | | | | | | | | | | | | | | | | |
| | Non-GAAP (adjusted) net income for 2022 EICP purposes | | | | | 75.6 | | | | | | | | | | | | | | | | | | | | |
| | Excluding special items (after-tax) for LTIP purposes only: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Allowance (reversal of allowance) for credit losses related to the pandemic2 | | | | | (5.7) | | | | | | (16.8) | | | | | | | | | | | | | | |
| | Executive officer settlement4 | | | | | — | | | | | | 1.4 | | | | | | | | | | | | | | |
| | State Unemployment Tax assessment5 | | | | | — | | | | | | (0.9) | | | | | | | | | | | | | | |
| | Branch lease termination costs (gain on sale of branches) | | | | | 0.4 | | | | | | — | | | | | | | | | | | | | | |
| | Pension defeasement7 | | | | | (1.0) | | | | | | (1.1) | | | | | | | | | | | | | | |
| | Non-GAAP (adjusted) net income for 2020-22 LTIP purposes | | | | $ | 69.3 | | | | | $ | 83.8 | | | | | | | | | | | | | | |
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| | ASB NET INCOME
| | | | | | | | | | | | | |
| | GAAP (as reported) | | | $101.2 | | | $57.6 | | | $89.0 | | | | |
| | Excluding special items (after-tax) for EICP and LTIP purposes:
| | | | | | | | | | | | | |
| | Provision for credit losses related to the pandemic | | | (16.8) | | | 25.2 | | | | | | | |
| | Executive officer settlement | | | 1.4 | | | | | | | | | | |
| | State Unemployment Tax assessment | | | (0.9) | | | | | | | | | | |
| | Non-GAAP (adjusted) net income for 2021 EICP purposes | | | 85.0 | | | | | | | | | | |
| | Excluding special items (after-tax) for LTIP purposes only:
| | | | | | | | | | | | | |
| | COVID-19 related expenses | | | — | | | 3.7 | | | — | | | | |
| | Branch lease termination costs | | | — | | | 0.6 | | | — | | | | |
| | Gain from VISA stock sale, net | | | — | | | (2.2) | | | — | | | | |
| | Sale of former headquarters, net of campus transition costs | | | — | | | — | | | (5.6) | | | | |
| | Pension defeasement | | | (1.3) | | | 1.2 | | | (0.4) | | | | |
| | Non-GAAP (adjusted) net income for 2019-21 LTIP purposes | | | $83.7 | | | $86.1 | | | $83.0 | | | | |
| | ASB Return on Average Common Equity (%)
| | | | | | | | | | | | | |
| | Based on GAAP | | | 13.8 | | | 8.1 | | | | | | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes4 | | | 11.4 | | | 12.1 | | | | | | | |
| | ASB EFFICIENCY RATIO (%) | | | | | | | | | | | | | |
| | Based on GAAP | | | 65.3 | | | 61.5 | | | | | | | |
| | Adjustment for pre-tax ASB items above | | | 0.4 | | | (1.9) | | | | | | | |
| | Based on non-GAAP (adjusted) for 2019-21 LTIP purposes5 | | | 65.7 | | | 59.6 | | | | | | | |
| | Years ended December 31 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| | ASB RETURN ON AVERAGE COMMON EQUITY (%) | | | | | | | | | | | | | | | | | | | |
| | Based on GAAP | | | | | 14.1 | | | | | | 13.8 | | | | | | | | |
| | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes8 | | | | | 12.2 | | | | | | 11.4 | | | | | | | | |
| | ASB EFFICIENCY RATIO (%) | | | | | | | | | | | | | | | | | | | |
| | Based on GAAP | | | | | 66.3 | | | | | | 65.3 | | | | | | | | |
| | Adjustment for pre-tax ASB items above | | | | | 0.3 | | | | | | 0.3 | | | | | | | | |
| | Based on non-GAAP (adjusted) for 2020-22 LTIP purposes9 | | | | | 66.6 | | | | | | 65.6 | | | | | | | | |
Note: Columns may not foot due to rounding
1
| Accounting principles generally accepted in the United States of America. |
2
| Primarily reflects certain expenses related to the termination of the proposed merger with NextEra Energy, including Hawaiian Electric's liquid natural gas (LNG) project costs and adjustments to test year revenue requirements for customer benefit adjustments in the Hawaiian Electric and Maui Electric rate case decisions. |
3
| For 2019 LTIP purposes, reflects various tax adjustments for tax reform and related impacts. |
4
| Calculated as non-GAAP adjusted net income divided by average GAAP common equity. |
5
| Calculated as non-GAAP adjusted noninterest expense divided by the sum of net interest income and noninterest income. |
1
Accounting principles generally accepted in the United States of America.
2
Extraordinary provision for credit losses in 2020 arose primarily from an unforeseen increase in reserves for the commercial, commercial real estate and consumer loan portfolios for expected credit deterioration due to the COVID-19 pandemic. In 2021 and 2022, there were extraordinary negative provisions for credit losses primarily due to favorable credit trends and continued improvement in the economic environment relative to 2020, which resulted in the release of credit loss reserves for the commercial, commercial real estate and consumer loan portfolios.
3
Gain on the sale of an equity method investment by Pacific Current.
4
Portion of amounts paid in settlement of claims brought against ASB by its former CEO. See Exhibit 10.1 to Form 10-Q filed with the SEC on August 9, 2021.
5
Lower actual state unemployment tax assessment compared to budget resulting from a freeze in unemployment tax rates during 2021.
6
COVID-19 related expenses including safety protection equipment and cleaning supplies, additional compensation to frontline employees and excess leave employees were not able to use in 2020.
7
ASB expense (gain) on pension defeasement. Pension defeasement refers to ASB’s initiative to manage risk associated with the pension liability and volatility of pension expense for its frozen pension plan through a liability-driven investment strategy which is designed to mitigate funding status changes and reduce pension expense volatility caused by interest rate movements. Because the Company calculates net periodic pension cost using a market-related value of plan assets, the impact of a change in the fair value of the pension assets for purposes of computing pension expense is reduced as the change in value is recognized over a period of years, as compared to a more significant impact related to an immediate change in the fair value of the pension liability. The Compensation & Human Capital Management Committee deemed it appropriate to exclude these pension amounts for purposes of determining net income for the 2020-22 LTIP because the Company’s consolidated market-related value of plan asset valuation method, which smooths changes in asset value in the computation of pension expense, may not be fully reflective, in any given period, of the full economic hedge accomplished with the liability-driven investment strategy.
8
Calculated as non-GAAP adjusted net income divided by average GAAP common equity
9
Calculated as non-GAAP adjusted noninterest expense divided by the sum of net interest income and noninterest income.
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BROADRIDGE CORPORATE ISSUER SOLUTIONS HAWAIIAN ELECTRIC INDUSTRIES, INC.P.O. BOX 1342 EDGEWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 4, 2023 for shares held directly and by 11:59 p.m. Eastern Time on May 2, 2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 4, 2023 for shares held directly and by 11:59 p.m. Eastern Time on May 2, 2023 for shares held in a
Plan. Have your proxy card in hand when you call and follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D98443-P86219KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYHAWAIIAN ELECTRIC INDUSTRIES, INC.
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The Board of Directors recommends you vote FOR the following:1.Elect Ten Directors: Nominees: 1a. Thomas B. Fargo 1b. Celeste A. Connors 1c. Richard J. Dahl 1d. Elisia K. Flores 1e. Peggy Y. Fowler 1f. Micah A. Kāne 1g. Michael J. Kennedy 1h. Yoko Otani 1i. William James Scilacci, Jr. 1j. Scott W. H. Seu For Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! The Board of Directors recommends you vote FORForAgainstAbstainproposal 2.2.Advisory vote to approve the compensation of HEI's!!!named executive officers.The Board of Directors recommends you vote1 Year2 Years3 YearsAbstain1 Year on the following proposal 3.3.Advisory vote on the frequency of future advisory!!!!votes on HEI's executive compensation.The Board of Directors recommends you vote FORForAgainstAbstainproposal 4.4.Ratification of the appointment of Deloitte & Touche LLP!!!as HEI's independent registered public accountantfor 2023. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com.D98444-P86219HAWAIIAN ELECTRIC INDUSTRIES, INC.Annual Meeting of ShareholdersMay 5, 2023 10:00 AMThis proxy is solicited by the Board of DirectorsThe undersigned hereby constitutes and appoints Scott W. H. Seu, Kurt K. Murao and Thomas B. Fargo, and each of them individually the proxy of the undersigned, with full power of substitution, to vote all the Common Stock of Hawaiian Electric Industries, Inc. which the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held on May 5, 2023, or at any adjournment or postponement thereof.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD at American Savings Bank Campus, 300 N. Beretania St., 7th Floor, Kākou 1 and 2, Honolulu, HI 96817.It is important that you retain a copy of the control number found on the Proxy Card, Voting Instruction Form or Notice, as such number will be required in order for shareholders to vote at the Annual Meeting of Shareholders.If no direction is indicated, said proxies will vote FOR all Nominees in proposal 1 and FOR proposals 2 and 4 and 1 YEAR for proposal 3. Said proxies are also
authorized to vote in their discretion with respect to any other matters that may come before the Annual Meeting or at any adjournment or postponement thereof. Continued and to be signed on reverse side
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0000354707 ecd:NonPeoNeoMember he:MsKimuraMember 8 2022-01-01 2022-12-31
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