Michael Fujimoto
FIRST HAWAIIANAbout Michael K. Fujimoto
Michael K. Fujimoto, age 72, is an independent director of First Hawaiian, Inc. (FHB) since 2022 and serves on the Audit and Risk Committees; he previously served on the First Hawaiian Bank board since 1998 and is the retired Chairman Emeritus (2024–present) and former Executive Chairman (2018–2023) and CEO (1992–2018) of Hawaii Planing Mill, Ltd. dba HPM Building Supply . He holds an MBA from UC Berkeley and BA/MA in Economics from the University of Massachusetts, Amherst, bringing deep Hawaii market knowledge, financial/managerial experience, and building-industry relationships to FHB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HPM Building Supply (Hawaii Planing Mill, Ltd.) | Chairman Emeritus | 2024–present | Previously Executive Chairman (2018–2023); President & CEO (1992–2018), bringing extensive financial/managerial experience and building-industry expertise . |
| First Hawaiian Bank | Director | 1998–present | Longstanding bank board service provides market insight beyond Oahu (Big Island resident) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker Ranch Inc. | Chairman of the Board; Member, Audit and Governance Committees | Not disclosed | Governance and audit oversight experience at a significant Hawaii enterprise . |
| Parker Ranch Foundation Trust | Trustee | Not disclosed | Fiduciary oversight . |
| HPM Building Supply Foundation | Trustee and Chairman | Not disclosed | Community/charitable leadership . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Fujimoto is independent under NASDAQ standards; independence affirmed despite ordinary-course bank loans to businesses in which he has a material interest (e.g., HPM), which were on market terms without unfavorable features . |
| Committees | Audit Committee (member); Risk Committee (member) . |
| Committee financial expertise | All Audit Committee members are designated “audit committee financial experts,” including Mr. Fujimoto . |
| Meeting attendance | Board met 7 times in 2024; each director attended >75% of Board and committee meetings on which they served . |
| 2024 committee meeting counts | Audit: 5; Risk: 4 . |
| Public company boards | “Public Boards”: 1 (reflects service on one public company board) . |
Fixed Compensation
| Component | 2024 Amount/Rate |
|---|---|
| 2024 Cash paid to Fujimoto | $91,250 (includes annual cash retainer and committee fees) . |
| 2024 Equity grant (grant-date fair value) | $69,984 (time-based RSUs) . |
| All other | $2,118 (noncash gift to bank directors) . |
| Total 2024 Director Comp (Fujimoto) | $163,352 . |
| 2024 Non‑Employee Director Program (Structure) | Annual Cash Retainer | Annual Equity Grant Value | Supplemental Cash Retainers | Attendance Fee |
|---|---|---|---|---|
| Board Member | $65,000 | $70,000 | Audit/Risk Chair: $24,000; Audit/Risk Member: $15,000; Compensation Chair: $20,000; Compensation Member: $10,000; CG&N Chair: $17,500; CG&N Member: $8,000; Lead Independent Director: $35,000 (Risk Chair/member increases effective 10/1/2024; CG&N Chair increase effective 10/1/2024) . | Other committee (including Bank committees): $1,500 per meeting . |
Performance Compensation
| Award Type | Year Granted | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Change-in-Control Provisions |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | 2024 | 3,151 | 69,984 | Vest and settle on earlier of one year after grant or date of next annual meeting, subject to continued service . | RSUs vest upon earlier change in control (per director plan terms) . |
No performance metrics apply to director equity; awards are time‑based RSUs, not performance share units .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Notes |
|---|---|---|---|
| First Hawaiian, Inc. | Public | Director | “Public Boards”: 1 (indicates one public company board) . |
| Parker Ranch Inc. | Private | Chairman; Audit & Governance Committees | Potential ordinary‑course banking relationships addressed under independence review . |
| Parker Ranch Foundation Trust | Private/Trust | Trustee | — . |
| HPM Building Supply Foundation | Private/Foundation | Trustee and Chairman | — . |
Expertise & Qualifications
- Brings broad-based knowledge of Hawaii’s business environment, extensive financial and managerial experience from leadership of a multi-generational, locally owned enterprise, and building-industry expertise relevant to FHB’s core markets .
- As a Big Island resident, contributes perspectives from neighbor islands, an important part of the bank’s market area .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (as of Feb 27, 2025) | 12,645 shares; <1% of class . |
| Unvested RSUs counted in ownership | 3,151 shares underlying RSUs deemed beneficially owned until vest/settlement (expected to vest by earlier of Apr 24, 2025 or 2025 annual meeting, subject to service) . |
| Stock ownership guidelines (directors) | 5x annual cash retainer; compliance window is later of five years from joining the board or October 20, 2026; all non‑employee directors are in compliance or within window . |
| Pledging/hedging posture | Policy against pledging company stock (governance summary); ownership guidelines exclude pledged/encumbered shares from counting . |
Related Party Transactions and Conflicts
- Independence determination considered ordinary‑course loans from First Hawaiian Bank to businesses in which Mr. Fujimoto has a material interest (notably HPM); loans were on substantially the same terms as comparable loans to non‑related parties, did not involve more than normal risk of collectability, and did not present unfavorable features; independence maintained .
- FHB’s Related Party Transactions Policy requires Audit Committee review/approval of transactions over $120,000 and excludes ordinary‑course bank indebtedness on market terms; directors/executives and related entities engage in ordinary banking transactions, including loans, on such terms .
Governance Assessment
- Positive signals: independent status reaffirmed despite related‑party exposure; serves on Audit and Risk with “audit committee financial expert” designation, supporting oversight of financial reporting and enterprise risk; exemplary attendance (>75%) with active committee cadence; robust director ownership guidelines (5x cash retainer) align interests .
- Compensation alignment: balanced cash/equity mix with time‑based RSUs vesting by the next annual meeting; compensation levels reviewed against peers by independent consultant (Pay Governance) with periodic program adjustments (e.g., Risk Committee retainers) .
- RED FLAGS / watch items: related‑party lending to entities in which the director has a material interest (albeit ordinary‑course/market terms); continue to monitor for any expansion of such exposures and ensure adherence to policy and disinterested oversight .