Mark Mugiishi

About Mark Mugiishi

Mark M. Mugiishi, MD, age 65, has served as an independent director of First Hawaiian, Inc. since 2022. He is President and Chief Executive Officer of Hawaii Medical Service Association (HMSA), an independent licensee of the Blue Cross Blue Shield Association, and a long-time surgeon and healthcare executive. Dr. Mugiishi earned his M.D. from Northwestern University Feinberg School of Medicine and a B.S. in Medicine from Northwestern’s Honors Program; his core credentials include regulated healthcare leadership, finance and risk oversight, and deep local-market expertise developed over 30 years in practice and executive roles .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member and Risk Committee member; Audit Committee members are designated “audit committee financial experts.” No disclosed chair roles .
• Independence: Board determined Dr. Mugiishi is independent under NASDAQ standards; independence assessment considered ordinary-course loans to HMSA and noted a relationship whereby he is an executive officer of HMSA while FHB’s CEO chairs HMSA’s board; Board concluded independence not affected .
• Attendance and engagement: Board met 7 times in 2024; each director attended more than 75% of Board and assigned committee meetings; all then-serving directors attended the 2024 annual meeting .
• Meeting cadence (2024): Audit (5), Compensation (10), Corporate Governance & Nominating (4), Risk (4) .

Fixed Compensation

• Director compensation program (2024): Annual cash retainer $65,000; committee member fees—Audit $15,000, Risk $15,000 (Risk member fee increased from $10,000 effective Oct 1, 2024); annual equity grant value $70,000; additional attendance fee for other committees $1,500; Lead Independent Director supplemental $35,000 .
• Director plan: Equity awards in the form of RSUs under the Amended & Restated 2016 Non‑Employee Director Plan; awards generally vest/settle on the earlier of one year after grant or the next annual meeting; vesting accelerates on change in control .

Performance Compensation

No stock options, PSUs, or bonus metrics are disclosed for non‑employee directors; director equity is time‑based RSUs .

Other Directorships & Interlocks

• Interlock: FHB’s CEO Robert S. Harrison serves as Chairman of HMSA; Dr. Mugiishi is HMSA’s President & CEO. The Board specifically considered this relationship and determined it did not impair independence .
• Ordinary-course banking relationships: The Board considered loans to HMSA (and certain other director‑affiliated entities) made by First Hawaiian Bank on market terms, not involving more than normal risk; these did not affect independence determinations .
• No public company directorships disclosed for Dr. Mugiishi .

Expertise & Qualifications

• Regulated healthcare executive leadership (CEO of HMSA) supporting risk, compliance, and capital allocation oversight .
• Financial literacy and audit qualifications (Audit Committee member; committee designated financial experts) .
• Deep local-market relationships and stakeholder engagement in Hawaii’s healthcare ecosystem .

Equity Ownership

Say‑on‑Pay and Shareholder Voting Signals

2024 frequency vote: “Every Year” selected for future say‑on‑pay .

Related Party Transactions and Conflicts

• Loans to HMSA: Made in ordinary course on market terms, with no more than normal risk; Board considered and maintained independence determinations .
• Interlock with HMSA board chair (FHB CEO): Board disclosed and assessed; independence retained .
• Related party transactions policy: Transactions >$120,000 reviewed by Audit Committee; ordinary course indebtedness on market terms is excluded from approval requirements .

Governance Assessment

• Strengths:

  • Independent director with dual Audit and Risk committee service; Audit committee financial expertise designation enhances oversight of reporting, controls, and enterprise risk .
  • High shareholder support for director election and say‑on‑pay, signaling investor confidence in governance and compensation frameworks .
  • Robust alignment mechanisms: 5x retainer ownership guideline; policy against pledging; clawback policies covering cash and equity compensation .
  • Consistent attendance threshold and active committee cadence .

• Watch‑items / potential conflicts:

  • Executive interlock at HMSA with FHB’s CEO as HMSA Board Chair; Board disclosure and independence affirmation mitigate, but remains a potential perception risk for investors tracking information flow and influence across entities .
  • Ordinary‑course loans to HMSA: Properly disclosed as market‑term banking relationships; continued monitoring advisable to ensure terms remain standard and risk‑neutral .

• Compensation alignment (director):

  • Cash/equity mix stable; RSUs time‑based without performance targets—typical for directors; 2024 cash fees increased vs. 2023, driven by role/committee fee structure changes (Risk member fee increase) .
  • No options, severance, change‑in‑control cash provisions for directors disclosed; RSUs accelerate only per plan terms .

Overall, Dr. Mugiishi strengthens board oversight in risk and audit areas, with local healthcare leadership providing valuable regulated‑industry insight; governance transparency around HMSA interlocks and banking relationships is appropriate, but should remain under active oversight to sustain investor confidence .