James Moffatt
FIRST HAWAIIANAbout James S. Moffatt
James S. Moffatt, age 66, is an independent director of First Hawaiian, Inc. (FHB) serving since 2021; he is a retired Vice Chairman and former Global/US CEO of Deloitte Consulting with three decades of leadership in management consulting . He holds an MBA from UCLA Anderson and a bachelor’s degree from UC San Diego, and completed director education at Stanford GSB (Directors’ Consortium) and the NACD Master Class, bringing audit/finance and technology oversight skills to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting (Global) | Vice Chairman | 2018 (upon retirement) | Senior leadership of global consulting operations; audit/finance acumen |
| Deloitte Consulting (Global) | Chief Executive Officer | 2015–2017 | Led global consulting business; strategy and risk oversight experience |
| Deloitte Consulting (US) | Chairman & Chief Executive Officer | 2011–2015 | Led US consulting business; operating and management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Optiv (cybersecurity solutions integrator) | Director | Current | Cybersecurity and operational risk oversight |
| Icertis (contract lifecycle management) | Director | Current | Contract governance and compliance expertise |
| AmplifAI (AI-enabled software) | Director | Current | Technology adoption and performance management insights |
| Henry Schein One, LLC (dental software/services) | Director | Current | Healthcare IT operations perspective |
| Ness Digital Engineering | Director | Current | Digital engineering and transformation oversight |
| H20K Innovations | Director | Current | Industrial automation and AI applications |
| Digital Transformation Opportunities Corp (SPAC) | Director | 2021–2023 | Prior public-company board exposure (blank check company) |
Board Governance
- Committee memberships: Risk Committee member and Corporate Governance & Nominating Committee member .
- Independence: The Board determined Moffatt is independent under NASDAQ standards and Rule 10A‑3, with no material relationships interfering with independent judgment .
- Attendance: The Board met seven times in 2024; each director attended more than 75% of Board and applicable committee meetings. Risk Committee met 4 times; Corporate Governance & Nominating met 4 times .
- Board leadership structure: CEO serves as Chair with a designated Lead Independent Director (Allen B. Uyeda through the 2025 meeting); executive sessions of independent directors occur at Board and committee levels .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 105,250 |
| Stock Awards (grant date fair value) | 69,984 |
| All Other Compensation | 2,118 (noncash gift provided to Bank directors) |
| Total | 177,352 |
Director compensation program (structure reference):
- Annual cash retainer: $65,000; supplemental cash retainers for committee roles (Risk member $15,000; Corporate Governance & Nominating member $8,000; chair amounts differ by committee); annual equity grant value: $70,000; attendance fee $1,500 for other committee meetings (e.g., Bank committees). Risk Committee chair/member retainers increased effective October 1, 2024 .
Performance Compensation
| Item | Detail |
|---|---|
| Annual Equity Grant Value | $70,000 (RSUs) |
| 2024 Stock Award (Grant Date FV) | $69,984 |
| Award Type | Restricted Stock Units (RSUs) |
| Vesting | Earlier of one year after grant or next annual meeting; accelerates on change in control per plan; settlement in shares within 30 days of vesting |
| Performance Metrics | None for director RSUs (time-based vesting; no performance targets) |
Company performance metrics overseen by the Compensation Committee (context for pay-for-performance culture):
- Annual bonus metrics (2024): Core Net Income 50% (threshold widened to 90%–110%), Asset Quality 20%, Individual Performance 30%; CEO payout 140% of target; other NEOs 141%–150% .
- Long-term PSUs (2024 vehicles): 60% PSUs, 40% RSUs; PSU metrics 70% relative ROATE, 30% relative ROATA, ±25% relative TSR vs KBW index; 2022–2024 PSU outcome 125.1% .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Optiv, Icertis, AmplifAI, Henry Schein One, Ness Digital Engineering, H20K Innovations | Private/JV | Director | Technology and vendor ecosystem exposure; no related‑party transactions disclosed with FHB |
| Digital Transformation Opportunities Corp | Public (SPAC) | Director (prior) | Public governance exposure; no ongoing interlock noted |
- Related‑party transactions: The proxy discloses certain ordinary‑course lending relationships for other directors; no such relationships or related‑party transactions are disclosed for Moffatt .
Expertise & Qualifications
- Senior leadership at a preeminent consulting firm, providing significant operating and management experience and business acumen .
- Audit and finance skills; service on Risk Committee indicates engagement in enterprise risk oversight (credit, market, liquidity, operational, compliance, model) .
- Technology oversight experience from current directorships in cybersecurity, enterprise SaaS, AI and digital engineering .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 11,236 (includes director RSUs deemed beneficially owned) |
| Ownership as % of Shares Outstanding | Less than 1% (based on 126,195,936 shares outstanding) |
| Unvested RSUs Outstanding | 3,151 (scheduled to vest on the earlier of one year from grant or 2025 annual meeting) |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer; compliance period: later of 5 years from joining the Board or October 20, 2026; all non‑employee directors are in compliance or within window |
| Pledging/Hedging | Company policy prohibits pledging; shares subject to liens/pledges do not count toward guidelines |
Governance Assessment
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Board effectiveness: Independent director with strong attendance, serving on risk and governance committees—positions central to bank oversight of credit/market/liquidity risk and governance processes .
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Incentives/Alignment: Director pay mix combines cash retainer with RSUs that vest on service, reinforcing long‑term alignment; robust clawback policies apply to cash and equity, including time‑based awards .
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Ownership alignment: Beneficial ownership and RSUs, plus stringent 5x retainer guideline and anti‑pledging policy, support alignment; directors are in compliance or within the window .
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Conflicts: No related‑party transactions or disclosed conflicts involving Moffatt; independence affirmed by the Board .
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Compensation governance signals: Independent compensation consultants (Pearl Meyer, formerly Pay Governance); say‑on‑pay approval >98% in 2024 indicates strong shareholder support; 2025 Omnibus plan adds minimum vesting, dividend restrictions before vest, and anti‑repricing without shareholder approval—shareholder‑friendly practices .
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RED FLAGS: None disclosed specific to Moffatt; note that multiple external technology directorships warrant monitoring for potential vendor/customer ties, though no related‑party transactions are disclosed in the proxy .