Darlene Blakeney
FIRST HAWAIIANAbout Darlene Blakeney
Executive Vice President and Chief Lending Officer (Wholesale Banking Group) at First Hawaiian, Inc., responsible for corporate, trade finance, CRE, commercial loan center, business services and dealer divisions since October 2023; she joined First Hawaiian Bank in 2015 after senior roles at Bank of Hawaii and Hanahau‘oli School . She is 62 (age as of March 12, 2025) and holds a Bachelors and an MBA from the University of Hawai‘i at Mānoa, plus Pacific Coast Banking School and National Commercial Lending Graduate School credentials . Company performance context for incentive alignment: 2024 net interest margin rose to 2.95% (from 2.92% in 2023), CET1 ratio was 12.80%, and the company repurchased $40M of stock in 2024 with a $100M 2025 authorization, metrics that tie into ROATE/ROATA-based LTIP design . FHB’s pay program received >98% say‑on‑pay support in 2024 and retained its ROATE/ROATA + TSR structure for 2024, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Hawaiian Bank | EVP & Chief Lending Officer, Wholesale Banking Group | Oct 2023–present | Leads all Wholesale Banking segments (Corporate Banking, Trade Finance, Commercial Real Estate, Commercial Loan Center, Business Services, Hawai‘i and Western Region Dealer, and First Hawaiian Leasing); member of Senior Management Committee . |
| First Hawaiian Bank | EVP & Division Manager, Corporate Banking | Jan 2020–Sep 2023 | Led corporate banking growth and credit execution within Wholesale; progressed from various management roles (2015–2019) . |
| Hanahau‘oli School | Director of Finance & Operations | 2006–2015 | Ran finance/operations for leading independent school; operational/financial leadership role . |
| Bank of Hawaii | SVP & Division Manager (Corp Banking, CRE, Commercial Banking, Credit Review) | 1988–2006 | Led commercial lending and risk functions across multiple business lines . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blood Bank of Hawai‘i | Board of Trustees | As of 2025 | Community leadership role . |
| Le Jardin Academy | Board of Trustees | As of 2024–2025 | Education nonprofit governance . |
| YWCA of O‘ahu | Director | As of 2024 | Community/nonprofit governance . |
Fixed Compensation
- Individual base salary and target bonus for Ms. Blakeney are not disclosed (she was not listed as a Named Executive Officer in the 2024 or 2025 proxies). Company-wide executive policies apply, including robust stock ownership guidelines for officers and directors, with a five‑year compliance window; the company states all covered directors and officers are either in compliance or within their compliance window .
- Clawbacks: Amended and Restated Clawback Policy (Dec 1, 2023) applies broadly to incentive pay; a separate mandatory Dodd‑Frank/NYSE 10D‑1 clawback applies to current/former executive officers for 3 years after an accounting restatement . The 2025 Omnibus Plan also embeds repayment and clawback provisions .
- Prohibitions: Pledging and hedging of company stock by directors/officers/employees is prohibited under the Insider Trading Policy; short‑term or speculative transactions are also prohibited .
Performance Compensation
Annual Incentive Plan (structure applicable to executives)
| Component | Weighting | Metric target design | 2024 Plan calibration | Payout bounds | Notes |
|---|---|---|---|---|---|
| Core Net Income | 50% | Company Core Net Income vs. target | Threshold lowered to 90% of target (from 95%); max raised to 110% (from 105%) to increase chances of partial payout but reduce chances of max payout | Plan‑specific; not disclosed per individual | Committee considers investor feedback; 2024 say‑on‑pay >98% . |
Long-Term Incentives (structure applicable to executives)
| Award | Mix | Performance metrics | Weight/Mechanics | Vesting | TSR guardrails |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 60% of LTI | Relative ROATE vs comp peer group (70%); Relative ROATA vs comp peer group (30%); TSR vs KBW Regional Bank Index modifier (+/‑25%) | Payout 0–200%, straight‑line interpolation; TSR modifies ROATE/ROATA outcome | Cliff vest after 3‑year period (e.g., 2024–2026) | No positive TSR modifier if absolute TSR over the period is negative; overall capped at 200% . |
| Restricted Stock Units (RSUs) | 40% of LTI | Time‑based | — | Vest in equal annual installments over 3 years | — |
Historical proof‑point: 2021–2023 PSU cycle paid 121.3% of target based on relative ROATE/ROATA with a negative TSR modifier, evidencing sensitivity to relative returns and shareholder outcomes (applies to NEO cohort) .
Equity Ownership & Alignment
- Stock Ownership Guidelines: Robust guidelines for officers and directors; shares subject to liens/pledges or hedging do not count; covered persons are in compliance or within window .
- Hedging/Pledging: Prohibited for directors/officers/employees (includes margin unless non‑marginable) .
- Minimum vesting: 12‑month minimum for all awards under 2025 Omnibus Plan (limited exception up to 5% of pool) .
- Change‑in‑Control (CIC): Double‑trigger—if terminated without cause or for good reason within 2 years post‑CIC, all awards vest; PSUs earned at greater of target or actual to date; RSUs delivered promptly .
- Insider transactions: Recent Form 4s for Ms. Blakeney in Feb 2024 and Feb/Mar 2025 indicate equity deliveries and tax withholding transactions (administrative, not open‑market sales), which typically do not create incremental selling pressure .
Selected Recent Insider Filings (overview)
| Filing date | Transaction date | Form | Summary |
|---|---|---|---|
| Feb 14, 2024 | Feb 12, 2024 | Form 4 | Statement of changes in beneficial ownership (equity transaction; details in filing) . |
| Feb 27, 2024 | Feb 23, 2024 | Form 4 | Statement of changes in beneficial ownership (equity transaction; details in filing) . |
| Feb 28, 2025 | Feb 26, 2025 | Form 4 | Statement of changes in beneficial ownership; includes shares withheld to cover taxes upon RSU delivery (Form 4 PDF) . |
| Mar 3, 2025 | Feb 28, 2025 | Form 4 | Statement of changes in beneficial ownership (equity transaction; details in filing) . |
Employment Terms
| Topic | Key terms |
|---|---|
| Severance Plan eligibility | Executive Severance Plan is for designated executive officers; NEOs participate; provides CI and non‑CI benefits (designation by Compensation Committee) . |
| CIC severance | 2× highest base salary (last 3 years) + 2× average actual bonus (prior 2 years) + 1 year health benefits + outplacement, upon termination without cause or for good reason within 2 years post‑CIC (double trigger) . |
| Non‑CIC severance | 1× highest base salary + 1× average actual bonus (prior 2 years) if terminated without cause or for good reason (outside CIC window) . |
| Restrictive covenants | Non‑compete, non‑solicit, confidentiality, non‑disparagement apply during employment and for 1 year post‑termination . |
| CIC equity treatment | Upon qualifying termination within 2 years post‑CIC: all awards vest; PSUs deemed earned at greater of target or actual to CIC date; RSUs delivered promptly . |
| Retirement/death/disability equity | PSUs: death/disability pro‑rated at target; retirement pro‑rated at actual on scheduled vest; RSUs: immediate vest (retirement pro‑rated), death/disability full . |
| No excise tax gross‑ups | Company avoids gross‑ups on severance benefits for excise taxes (governance practice) . |
| FDIC parachute limits | 2025 Omnibus references FDIC limits on golden parachute payments . |
Performance & Track Record (context for incentive alignment)
| Metric/Highlight | 2023 | 2024 | Notes |
|---|---|---|---|
| Net Interest Margin | 2.92% (up 14 bps YoY from 2022) | 2.95% (+3 bps YoY) | NIM expansion under rate pressure; supports earnings resilience. |
| CET1 ratio (year‑end) | 12.39% | 12.80% | Strong capital; room for buybacks/dividends. |
| Share repurchases | $0 in 2023 | $40M in 2024; $100M 2025 authorization announced | Capital return supports TSR alignment. |
| PSU payout (2021–2023 cycle) | 121.3% of target | — | Relative ROATE 89th percentile, ROATA 39th percentile; TSR modifier reduced payout . |
Compensation Governance, Ownership, and Risk Controls
- Program emphasizes variable pay and performance-based awards; 60% of LTI is performance-based; no hedging/pledging; double‑trigger CIC; clawbacks; independent comp consultant; annual risk assessment .
- Say‑on‑pay support and investor outreach shaped 2024 plan calibrations; >98% approval in 2024 .
Investment Implications
- Alignment and retention: Blakeney’s LTI likely dominated by three‑year PSUs/RSUs with cliff/annual vesting, plus strict anti‑pledging and clawback rules—this promotes long‑term alignment and reduces discretionary selling; recent Form 4s indicate RSU settlements and tax withholding rather than open‑market selling, implying limited incremental selling pressure from her activity .
- Pay-for-performance: Annual bonus tightened around Core Net Income and LTIP uses relative ROATE/ROATA with TSR modifier and negative TSR guardrail, tying rewards to profitability and shareholder outcomes—positive for alignment through a credit cycle .
- CIC/Severance risk: Double‑trigger equity vesting and 1–2× cash severance framework is standard for regional banks; 12‑month non‑compete/non‑solicit mitigates flight risk but still provides market‑rate protection in change scenarios .
- Governance quality: No excise tax gross‑ups, robust clawbacks, prohibitions on pledging/hedging, and minimum vesting underscore shareholder‑friendly design, lowering governance red flags .
Bottom line: As a long‑tenured Hawai‘i commercial lender elevated to CLO in late 2023, Blakeney’s incentives are geared to profitable loan growth and disciplined balance‑sheet returns. With anti‑pledging, clawbacks, and PSU/RSU vesting cadence, her compensation/ownership profile supports retention and alignment, while recent insider filings suggest administrative share withholding rather than discretionary sales—limiting near‑term selling pressure signals .