James Moses
FIRST HAWAIIANAbout James Moses
James M. Moses, age 48, has served as Vice Chairman and Chief Financial Officer of First Hawaiian, Inc. since January 2023. He previously held CFO roles at First Bank (2021–2022) and Berkshire Hills Bancorp/Berkshire Bank (2016–2021), and led Asset-Liability Management at Webster Bank (2011–2016). Education includes an MBA from Cornell University’s Johnson Graduate School of Management and a BS in Finance from St. Bonaventure University . During his tenure as CFO, company performance indicators disclosed in “Pay vs. Performance” show the value of a $100 investment rising to $112.76 in 2024 (vs. $95.04 in 2023), Net Income of $230 million in 2024 (vs. $235 million in 2023), and Core ROATE of 16.2% in 2024 (vs. 18.4% in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Bank (St. Louis, MO) | EVP & CFO | Mar 2021–Sep 2022 | Led finance through rising rate environment |
| Berkshire Hills Bancorp/Berkshire Bank | EVP & CFO | Jul 2016–Mar 2021 | Public-company CFO; capital/earnings stewardship |
| Webster Bank | SVP, Manager – Asset Liability Management | 2011–2016 | Managed ALM, interest-rate risk, liquidity |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Roman Catholic Diocese of Honolulu | Member, Diocesan Finance Council | N/A | Finance oversight |
| Friends of Court Appointed Special Advocates, Hawaii | Board Member | N/A | Community/child advocacy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $475,304 | $482,197 |
| Target Bonus (% of Salary) | 75% (offer letter) | 75% (policy; table reflects target calc) |
| Actual Annual Bonus ($) | $195,938 | $512,359 |
| Perquisites ($) | $16,550 | $16,550 |
| Company Contributions to Defined Contribution/Deferred Plans ($) | $35,648 (DCP registrant) | $59,539 (401(k)/Future Plan/DCP) |
| Insurance Premiums ($) | $— (2023 table provides totals; breakdown not shown for Moses) | $7,305 |
| All Other Compensation ($) | $61,606 | $83,394 |
| Total Compensation ($) | $1,402,825 | $1,777,933 |
Offer letter highlights:
- Base salary $475,000; target bonus 75% of base; one-time sign-on cash $700,000 ($500,000 cash at commencement; $200,000 in RSUs vesting 50% on first and second anniversaries); $7,200 annual automobile allowance; eligibility for LTIP and Executive Severance Plan participation .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus – Financial Metrics (Core Net Income, Asset Quality) | 70% | Company-set targets | 150% of target (Moses) | 150% | Cash (annual) |
| Annual Bonus – Individual Performance | 30% | Qualitative goals | 120% of target (Moses) | 120% | Cash (annual) |
| 2024 Actual Bonus Outcome (Moses) | — | Target $363,375 | — | 141% of target; $512,359 | Paid Q1 2025 |
| 2024–2026 LTIP PSUs | 3-year | Target shares | Earned based on ROATE/ROATA with TSR modifier (plan) | TBD (cliff vest) | Cliff vest within 60 days after 12/31/2026 |
| 2023–2025 LTIP PSUs | 3-year | Target shares | Earned based on plan metrics | TBD (cliff vest) | Cliff vest within 60 days after 12/31/2025 |
Context – 2024 Company performance inputs for annual bonus:
- Core Net Income: $252,847 thousand, 110.7% of target; payout factor 150% (50% weight; contributes 75%)
- Asset Quality metric: 0.16%; payout factor 150% (20% weight; contributes 30%)
- Individual performance assessed by CEO/Compensation Committee; Moses highlights include exceeding net income targets, disciplined expense management, deposit cost optimization, and portfolio restructuring .
2022–2024 LTIP results (for context): ROATE vs peer and ROATA plus TSR modifier produced 125.1% payout; Moses was ineligible (joined in 2023) .
Equity Ownership & Alignment
| Item | 2023 | 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 4,623 | 12,323 |
| Percent of Class | <1% | <1% (based on 126,195,936 shares) |
| Stock Ownership Guidelines | NEOs: 2x base salary; 5-year compliance window from appointment | NEOs: 2x base salary; compliance or within window noted for all officers |
| Shares Counted Toward Guidelines | Includes owned, deferred/ESPP/retirement holdings, unvested RSUs, earned-but-unvested PSUs; excludes options and unearned PSUs; pledged/hedged/encumbered shares do not count | Same |
| Hedging/Pledging | Prohibited for employees/directors | Prohibited |
Outstanding equity awards (as of 12/31/2024; share values assume $25.95):
- RSUs: 6,687 ($173,528) vest 50% on 2/22/2025 and 50% on 2/22/2026
- RSUs: 13,461 ($349,313) vest 1/3 annually on 2/28/2025, 2/28/2026, 2/28/2027
- RSUs (sign-on): 3,837 ($99,570) vested on 1/3/2025
- PSUs (2023–2025): 30,088 ($780,784) cliff vest within 60 days post 12/31/2025 at ≥ target or actual performance under CIC
- PSUs (2024–2026): 40,384 ($1,047,965) cliff vest within 60 days post 12/31/2026
2024 Stock vested (delivery of shares):
- Shares acquired on vesting: 7,180; value realized: $155,646 (price on vesting dates)
Employment Terms
- Offer letter (12/14/2022): base salary $475,000; target bonus 75% of base; $700,000 sign-on (cash + RSUs); $7,200 auto allowance; LTIP eligibility; Executive Severance Plan participation .
- Executive Severance Plan (for NEOs):
- Change-in-control (double trigger within 2 years): cash severance = 2x highest base salary + 2x average actual bonus for prior 2 years; 1 year health benefits; outplacement; restrictive covenants (non-compete, non-solicit, confidentiality, non-disparagement for 1 year) .
- Outside change-in-control: cash severance = 1x highest base salary + 1x average actual bonus for prior 2 years .
- Definitions: “Cause,” “Good reason” (includes material reduction and relocation to different island or >50 miles) .
- Equity on CIC termination: RSUs vest in full; PSUs earned at greater of target vs actual; retirement/death/disability pro rata rules as specified .
Potential payments (as of 12/31/2024; share price $25.95):
| Scenario (James M. Moses) | Cash Severance ($) | Health ($) | Stock Awards ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| CIC termination | $1,672,691 | $29,136 | $2,351,580 | $20,000 | $4,073,407 |
| Without cause / Good reason (non-CIC) | $836,346 | — | — | — | $836,346 |
| Retirement | — | — | $1,128,702 | — | $1,128,702 |
| Death or Disability | — | — | $957,754 | — | $957,754 |
Other policies:
- Clawbacks: Discretionary A&R Clawback Policy and mandatory SEC Rule 10D-1/Nasdaq recoupment of erroneously awarded incentive-based compensation over prior 3 years .
- Options: Company historically does not grant options; no timing policy needed .
Investment Implications
- Pay-for-performance alignment: Moses’s 2024 bonus paid at 141% of target driven by strong financial metric attainment (150%) and above-target individual performance (120%), signaling incentive sensitivity to Core Net Income and asset quality outcomes . Equity mix includes PSUs with ROATE/ROATA and TSR modifier, reinforcing performance alignment over multi-year cycles .
- Retention and vesting overhang: Significant unvested PSUs from 2023–2025 and 2024–2026 cycles and staged RSU vesting into 2027 create retention hooks; potential share deliveries around vest dates may add supply but do not necessarily imply open-market sales given hedging/pledging prohibitions and ownership guidelines .
- Severance/change-in-control economics: Double-trigger CIC benefits of 2x salary and 2x average bonus plus full RSU vesting and PSU performance at ≥ target indicate balanced protection; restrictive covenants mitigate competitive leakage risk. Non-CIC severance at 1x salary + 1x bonus suggests moderate termination protection .
- Ownership alignment: Beneficial ownership increased to 12,323 shares by 2025 and robust ownership guidelines (2x salary for NEOs) with anti-hedging/pledging policies support alignment; compliance periods acknowledged for senior officers .
- Trading signals: Upcoming PSU cliff vests post 12/31/2025 and 12/31/2026, plus RSU tranches in February 2026–2027, are key dates for potential share settlements. Monitoring Form 4s around these dates can inform short-term flow dynamics; 2024 vesting realized value for Moses was $155,646 on 7,180 shares .