Joel Rappoport
FIRST HAWAIIANAbout Joel Rappoport
Joel E. Rappoport serves as Executive Vice President, General Counsel and Secretary of First Hawaiian, Inc. (FHB). He joined the company in 2017 and leads the Legal & Corporate Services Division; company investor materials note he has 31+ years of industry experience, and he routinely signs proxy materials as Corporate Secretary . Recent proxies do not provide his age or education. Executive incentive design at FHB emphasizes Core Net Income, asset quality, and long-term ROATE/ROATA with a relative TSR modifier, which are the primary performance levers tied to executive pay outcomes at the company level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Hawaiian, Inc./First Hawaiian Bank | EVP, General Counsel & Corporate Secretary; leads Legal & Corporate Services Division | 2017–present | Oversees legal, governance, and corporate services for the enterprise; member of the experienced leadership team |
Fixed Compensation
- Rappoport is not listed among FHB’s named executive officers (NEOs) in recent proxy compensation tables; therefore, individual base salary and bonus data are not disclosed for him in those tables .
Performance Compensation
Executive incentive structure (company-level) used for NEOs; if Rappoport is a designated participant, his incentives would follow the same frameworks.
Annual Bonus Plan – Metrics, Targets, Outcomes
2024 Plan Design and Results
| Component (Weight) | Targets/Thresholds | 2024 Actual | Payout Factor |
|---|---|---|---|
| Core Net Income (50%) | Threshold: $205,559k; Target: $228,399k; Max: $251,239k | $252,847k (110.7% of target) | 150% of component |
| Asset Quality Metric (20%) | 0.50%→150%; 0.75%→100%; 1.00%→50%; >1.00%→0% | 0.16% | 150% of component |
| Individual Performance (30%) | Qualitatively assessed vs strategic, financial, governance, talent criteria | N/A (individual, role-specific) | Determined by Committee (CEO example basis) |
Notes: For 2024, the CEO’s overall bonus was 140% of target; other NEOs ranged 141%–150%, driven by strong Core Net Income and asset quality outcomes .
2023 Plan Design and Results
| Component (Weight) | Targets/Thresholds | 2023 Actual | Payout Factor |
|---|---|---|---|
| Core Net Income (50%) | Threshold: $261,886k; Target: $275,669k; Max: $289,452k | Below threshold | 0% of component |
| Asset Quality Metric (20%) | 0.50%→150%; 0.75%→100%; 1.00%→50%; >1.00%→0% | Not disclosed numerically | 150% of component |
| Individual Performance (30%) | Qualitatively assessed | CEO example 105% factor | Determined by Committee |
Long-Term Incentives (LTIP)
| Feature | Details |
|---|---|
| 2024 mix | 60% PSUs, 40% RSUs |
| 2024–2026 PSU metrics | 70% relative Core ROATE vs peer group; 30% relative Core ROATA vs peer group; ±25% relative TSR modifier vs KBW Index |
| Recent PSU payouts | 2022–2024 PSU payout: 125.1% of target ; 2021–2023 PSU payout: 121.3% of target |
Equity Ownership & Alignment
- Beneficial ownership: The 2025 proxy lists individual holdings for directors and NEOs and an aggregate for “directors and executive officers as a group (16 persons)”: 770,908 shares (<1% of 126,195,936 outstanding). Rappoport is not individually listed; his holdings (if any) are included only within the group aggregate .
- Stock ownership guidelines: Revised in 2019 to CEO 5x salary; other senior officers 2x; non-employee directors 3x annual cash retainer .
- Pledging/hedging: Prohibited for directors, officers, employees, and immediate households; margin pledges not permitted unless treated as non-marginable by broker; hedging and short-term/speculative transactions barred .
| Ownership/Policy Item | Disclosure |
|---|---|
| Directors & execs (group) | 770,908 shares; <1% of 126,195,936 outstanding |
| Ownership guidelines | CEO 5x; other senior officers 2x; directors 3x cash retainer |
| Pledging/Hedging | Prohibited; margin pledges restricted; hedging/short selling prohibited |
Employment Terms
Participation in the Executive Severance Plan is by Compensation Committee designation; the proxy explicitly lists NEO participation but does not separately list Rappoport. The plan terms are:
| Scenario | Cash Severance | Bonus Component | Benefits | Equity | Covenants |
|---|---|---|---|---|---|
| Within 2 years after Change in Control and terminated without Cause or for Good Reason | 2x highest base salary in last 3 years | 2x average actual bonus of prior 2 years | Health benefits for 1 year; outplacement benefits | PSUs earned at greater of target or actual to date; RSUs vest in full | 12-month noncompete, non-solicit, confidentiality, non-disparagement |
| Outside CoC window (or before CoC) and terminated without Cause or for Good Reason | 1x highest base salary in last 3 years | 1x average actual bonus of prior 2 years | Not specified beyond general severance; plan governed as disclosed | Standard retirement/death/disability vesting per plan | Same as above |
- Clawback: In 2019 FHB adopted a broad clawback policy covering cash and equity, with triggers including restatement, miscalculation, operating outside risk policies, and ethical misconduct (replacing BNPP policy from prior control period) .
Say‑on‑Pay & Shareholder Feedback
| Year referenced | Outcome / Feedback |
|---|---|
| 2022 say‑on‑pay | Greater than 99% approval; investor feedback generally supportive; no program changes for 2023 |
| 2023 say‑on‑pay | Greater than 98% approval; asset quality metric added for 2023; otherwise stable program design |
Additional Governance Notes
- Corporate Secretary role: Rappoport signs FHB’s proxy materials “By Order of the Board of Directors” as Executive Vice President, General Counsel and Secretary in multiple years, evidencing his central role in governance processes .
- Inspector of election: Earlier proxy materials identify Rappoport as inspector of election at the annual meeting .
Investment Implications
- Alignment and risk controls: Prohibitions on hedging/pledging and robust ownership guidelines reduce misalignment and forced‑sale risk; the 2019 clawback adds downside accountability across cash and equity .
- Incentive design: Annual bonuses are formulaically tied to Core Net Income and asset quality, and PSUs to relative Core ROATE/ROATA with a TSR modifier—favoring disciplined credit quality, returns, and shareholder outcomes; 2024 results delivered max factors on Core Net Income and asset quality, demonstrating strong linkage to fundamentals .
- Retention/change‑in‑control: Double‑trigger CoC severance (2x salary and bonus averages, with equity acceleration terms) provides retention but avoids single‑trigger windfalls; outside CoC severance scales to 1x, balancing retention and cost .
- Data gaps for trading signals: Recent proxies do not disclose Rappoport’s individual compensation, equity grants, or ownership; Form 4 insider trading activity is not presented in the proxy materials. Monitoring future proxies and Form 4 filings would be necessary to assess vesting‑driven sales and potential selling pressure.