Kelly Thompson

About Kelly A. Thompson

Kelly A. Thompson, age 55, is an independent director of First Hawaiian, Inc. (FHB) since 2021, serving on the Risk and Compensation Committees. She is the retired SVP and COO of Samsclub.com (Walmart) with deep e-commerce, merchandising, and digital operations expertise; she holds a B.S. in Biology from UC San Diego and the NACD CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI) . The Board has affirmatively determined her independence under NASDAQ standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Risk Committee member .
• Independence: Board determined Thompson is independent under NASDAQ standards; no material relationship interfering with judgment .
• Attendance and engagement: Board met 7 times in 2024; each director attended >75% of Board/committee meetings; all then-serving directors attended the 2024 annual meeting . Committee meeting counts in 2024: Audit 5, Compensation 10, Corporate Governance & Nominating 4, Risk 4 .
• Election results (2025): Thompson received 115,637,535 For; 370,083 Against; 62,197 Abstentions; broker non-votes 2,694,161, indicating strong shareholder support .

Fixed Compensation

Director compensation structure and Kelly Thompson’s 2023–2024 payouts:

Director program elements (non-employee directors):

• Annual cash retainer: $65,000
• Annual equity grant value target: $70,000 (RSUs)
• Supplemental retainers: Compensation Committee member $10,000; Risk Committee member $15,000; other chair/member fees per schedule
• Attendance fee for other special committees (e.g., Bank board committees): $1,500 per meeting

Performance Compensation

Time-based RSU grants and vesting terms (non-employee directors do not receive options or performance-conditioned equity):

• No option awards or PSU awards are disclosed for non-employee directors; director equity awards are RSUs with service-based vesting only .

Other Directorships & Interlocks

• Related-party/ordinary course banking: FHB disclosed ordinary course loans to entities related to certain other directors (HPM Building Supply, C.S. Wo & Sons, Kunia Country Farms, HMSA, Clarence T.C. Ching Foundation) on market terms; no Thompson-specific related-party transactions disclosed .

Expertise & Qualifications

• Digital commerce leadership: Led Samsclub.com e-commerce operations end-to-end .
• Retail merchandising and marketplace operations expertise (Walmart.com; Gap) .
• Cybersecurity oversight credential (NACD CERT, Carnegie Mellon SEI) .
• Board-ready skills matrix contributions in technology and public company senior management .

Equity Ownership

• Beneficial ownership trend (shares and % of class):

• Unvested RSUs outstanding (12/31/2024): 3,151 RSUs (each director of the cohort) .
• Stock ownership guidelines for directors: 5× annual cash retainer; compliance period is the later of five years from joining the Board or October 20, 2026; all non-employee directors are in compliance or within window .
• Pledging/hedging policy: Directors are prohibited from pledging, hedging, short sales and similar speculative transactions in Company stock .

Governance Assessment

• Strengths:

  • Independence: Affirmed by Board; no Thompson-specific related-party transactions disclosed .
  • Relevant expertise: Digital commerce and cybersecurity oversight bolster risk/technology governance during FHB’s digital transformation .
  • Active committee roles: Member of Compensation and Risk Committees; those committees met 10 and 4 times in 2024 respectively, indicating substantive oversight activity .
  • Shareholder support: Strong election margin in 2025; say-on-pay support at 114,792,637 For vs. 1,198,098 Against (signals broader governance confidence) .
  • Ownership alignment: Progressive increase in beneficial holdings; RSU participation; adherence to robust ownership guidelines and anti-pledging policy .

• Potential Watch Items:

  • Ownership as % of class remains <1%, common for directors but investors may monitor continued accumulation vs. guideline thresholds (Company states directors are compliant or within window) .
  • Compensation consultant transition: Committee moved from Pay Governance to Pearl Meyer in Sept 2024—investors may track continuity in pay philosophy and peer benchmarking .

• RED FLAGS: None disclosed specific to Thompson—no related-party transactions, no pledging/hedging, no attendance concerns, no delinquent Section 16 filings identified for her (2023 late filings noted for other officers only) .

Appendix: Shareholder Votes (2025)

Director compensation program details, committee assignments, director independence, ownership guidelines, and RSU vesting terms cited from FHB’s 2025 Proxy Statement (DEF 14A) ; historical ownership and compensation references from 2022–2024 DEF 14As .