Robert Harrison
FIRST HAWAIIANAbout Robert Harrison
Robert S. Harrison is Chairman, President, and Chief Executive Officer of First Hawaiian, Inc. (FHB) and First Hawaiian Bank; age 64; Chairman of the Board since 2016; CEO of First Hawaiian Bank since January 2012; President since August 2019. He holds an MBA from Cornell University and a BA in Applied Mathematics from UCLA, and previously served as Vice Chairman of BancWest (2010–2019) . Company performance metrics disclosed in pay-versus-performance show cumulative TSR values of $86.21 (2020), $103.73 (2021), $102.79 (2022), $95.04 (2023), and $112.76 (2024) versus KBW Regional Banking Index peers; net income of $186M (2020), $266M (2021), $266M (2022), $235M (2023), $230M (2024) . Revenue trend from S&P Global fundamentals: FY2020 $197.4M*, FY2021 $184.9M*, FY2022 $179.5M*, FY2023 $200.8M*, FY2024 $185.8M* (values retrieved from S&P Global) [GetFinancials].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Hawaiian Bank | Chief Risk Officer | 2006–2009 | Built risk management discipline foundational for post-IPO governance . |
| First Hawaiian Bank | Vice Chairman | 2007–2009 | Senior leadership prior to COO role . |
| First Hawaiian Bank | Chief Operating Officer | Dec 2009–Jan 2012 | Operational leadership through pre-IPO period . |
| First Hawaiian Bank | President | Dec 2009–Jun 2015; Aug 2019–present | Led core growth and post-2019 integration of executive functions . |
| First Hawaiian Bank / First Hawaiian, Inc. | Chairman & CEO | Jan 2012–present (Bank); 2016–present (Inc.) | Oversaw transition to public company and capital strategy . |
| BancWest | Vice Chairman | 2010–2019 | Regional banking expertise and scale leverage . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alexander & Baldwin, Inc. | Director | 2012–2020 | Public company board experience . |
| Hawaii Medical Service Association | Chairman | Current | Blue Cross/Blue Shield affiliate; governance leadership . |
| Pacific Guardian Life Insurance Co. | Director | Current | Insurance sector insights . |
| Hawaii Community Foundation; Hawaii Bankers Association; Hawaii Business Roundtable | Board/Exec roles | Current | Policy and community engagement . |
| Federal Advisory Council to the FRB | Member | Current | Macro/industry policy input . |
| Crown Prince Akihito Scholarship Foundation; Chaminade Univ.; UH Shidler Advisory Boards | Board/Advisory | Current | Education and leadership ecosystem . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,001,300 | $1,032,954 | $1,037,993 |
| Perquisites & Other ($) | $239,761 | $253,250 | $181,955 |
| Notes | CEO salary increased 3.0% in 2023 vs 2022 ; no increase in 2024 . | — | — |
2024 “All Other Compensation” detail:
| Component | Amount ($) |
|---|---|
| Perquisites & other personal benefits | 15,537 |
| Company contributions (401k, Future Plan, DCP) | 151,602 |
| Insurance premiums | 14,816 |
| Total | 181,955 |
Performance Compensation
Annual Bonus (2024)
| Metric | Weight | Target/Threshold/Max | Actual/Payout |
|---|---|---|---|
| Core Net Income | 50% | Target $228.399M; Threshold $205.559M (50%); Max $251.239M (150%) | Actual $252.847M; 150% factor |
| Asset Quality Metric ((NPA + 90+ DPD)/Avg Loans) | 20% | 0.75% = 100%; ≤0.50% = 150%; ≥1.00% = 0% | Actual 0.16%; 150% factor |
| Individual Performance | 30% | Committee assessment | CEO 115% |
| CEO Target Bonus (% of Salary) | 100% | Target $1,037,993 | Actual $1,448,000 (140% of target) |
Long-Term Incentive Plan (LTIP)
2024 grants (mix: 60% PSUs / 40% RSUs):
| Award | Grant Date | Target Units | Max Units | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (2024–2026) | 2/28/2024 | 72,115 | 144,230 | Cliff vest ≤60 days post 12/31/2026; performance-based | 1,499,992 |
| RSUs | 2/28/2024 | 48,077 | — | 3 equal annual tranches on 2/28/2025–27 | 1,000,002 |
PSU performance framework (2024–2026):
- 70% ROATE vs compensation peer group; 30% ROATA vs compensation peer group; +/-25% TSR modifier vs KBW Regional Bank Index; cap 200%; no positive TSR modifier if absolute TSR negative .
2022–2024 LTIP outcome:
| Measure | Result | Payout |
|---|---|---|
| ROATE percentile | 83rd | 140% |
| ROATA percentile | 39th | 21.7% |
| TSR modifier percentile | 32nd | x0.7739 |
| Aggregate payout | — | 125.1% of target; CEO earned 52,544 PSUs |
2024 Stock Vested (delivery based on vesting dates/closing prices):
| Name | Shares Vested (#) | Value ($) |
|---|---|---|
| Robert S. Harrison | 79,549 | 1,683,372 |
Equity Ownership & Alignment
Beneficial ownership as of Feb 27, 2025:
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Robert S. Harrison | 394,150 | <1% |
Outstanding equity awards at 12/31/2024 (CEO):
| Award Type | Units Unvested (#) | Market Value ($) | Notes |
|---|---|---|---|
| RSUs (multiple tranches) | 9,335 | 242,243 | Vested 2/23/2025 |
| RSUs | 52,544 | 1,363,517 | 2022–2024 PSUs earned; vest ≤60 days post 12/31/2024 |
| RSUs | 22,954 | 595,656 | Vested 2/23/2024 portion; remaining per schedule |
| PSUs (2022–2024) | 103,292 | 2,680,427 | Earned; pending delivery |
| RSUs | 48,077 | 1,247,598 | Granted 2/28/2024; 3 annual tranches |
| PSUs (2024–2026) | 144,230 | 3,742,769 | At maximum; final based on performance |
Delivery concentrations (vesting/settlement within 30 days; net of tax withholding):
- RSUs vesting on Feb 22, 2025: 6,054 shares (CEO) .
- RSUs vesting on Feb 23, 2025: 4,924 shares (CEO) .
- RSUs vesting on Feb 28, 2025: 8,453 shares (CEO) .
- PSUs vesting on Feb 18, 2025 (2022–2024 cycle): 33,038 shares (CEO) .
Ownership/Trading policies:
- Robust stock ownership guidelines: CEO must hold 6x base salary; compliance deadline Feb 4, 2026; all covered persons in compliance or within window .
- Prohibition on pledging, hedging, short selling; detailed in Insider Trading Policy; Exhibit referenced in 2024 10-K .
- Clawbacks: Discretionary A&R clawback and mandatory SEC/Nasdaq Rule 10D-1 restatement clawback covering cash and equity incentives (3-year lookback) .
Employment Terms
- Employment Agreement effective Jan 1, 2012; initial 2-year term with auto one-year extensions; includes base salary, annual bonus participation, and annual equity awards; severance benefits replaced by Executive Severance Plan .
- Restrictive covenants: confidentiality, 1-year non-compete and non-solicit post-termination when severance is paid .
Executive Severance Plan (double-trigger during CIC):
- CIC termination (without cause/for good reason within 2 years of CIC): cash severance = 2x highest base salary + 2x average actual bonuses for prior 2 years; 1-year health benefits; outplacement .
- Non-CIC termination (without cause/for good reason): cash severance = 1x highest base salary .
- Equity acceleration upon CIC termination: PSUs deemed earned at greater of target or actual; RSUs vest in full .
Potential payments for CEO (as of 12/31/2024; stock at $25.95):
| Scenario | Cash Severance ($) | Health/Welfare ($) | Stock Awards ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Termination in connection with CIC | 4,162,352 | 21,253 | 9,872,176 [methodology note (target vs actual)] | 20,000 | 14,075,781 |
| Termination without cause/for good reason | 2,081,176 | — | — | — | 2,081,176 |
| Retirement | — | — | 5,991,068 | — | 5,991,068 |
| Death or Disability | — | — | 4,966,250 | — | 4,966,250 |
Additional CIC stock award values (assumes target for open PSUs, earned for 2022–2024 LTIP):
- CEO stock awards upon CIC termination: $6,660,578 .
SERP:
- SERP frozen effective July 1, 2019; no accruals post-freeze; change in pension value affects SCT totals (positive in 2023–2024; negative not included in 2022 per SEC rules); present value of accumulated benefit: $13,430,874; credited service: 27 years .
Board Governance
- Board service: Chairman of the Board since 2016; director nominee age 64 .
- Dual-role implications: CEO also Board Chair; Board maintains Lead Independent Director (Allen B. Uyeda) and independent committees (Audit, Compensation, Governance & Nominating, Risk) to balance oversight; executive sessions held; majority independent board (8 of 9 nominees) .
- Committee roles: Harrison does not serve on independent board committees; Compensation Committee chaired by Vanessa L. Washington (members: Faye W. Kurren; Kelly A. Thompson; Allen B. Uyeda) .
- Board meetings: 7 in 2024; committee meetings: Audit 5; Compensation 10; Governance 4; Risk 4 .
- Director compensation (non-employee model; executives receive none): Annual cash retainer $65,000; equity grant value $70,000; supplemental retainers for committee chairs/members; Lead Independent Director $35,000; meeting fee for other committees $1,500 .
Director Compensation
| Component | Amount ($) |
|---|---|
| Annual cash retainer (Board member) | 65,000 |
| Annual equity grant (RSUs) | 70,000 |
| Audit/Risk Chair | 24,000 |
| Audit/Risk Member | 15,000 |
| Compensation Chair | 20,000 |
| Compensation Member | 10,000 |
| Governance Chair | 17,500 |
| Governance Member | 8,000 |
| Lead Independent Director | 35,000 |
| Additional committee meeting fee | 1,500 |
Stock ownership guidelines for directors: 5x annual cash retainer; compliance period later of five years from joining the Board or October 20, 2026; pledging prohibited for guideline purposes .
Compensation Structure Analysis
- Mix and risk: 56% of CEO 2024 compensation is performance-based; 60% of LTIs are performance-based (PSUs); practices include double-trigger CIC equity vesting and robust clawbacks; no excise tax gross-ups; no option repricing without shareholder approval; no single-trigger CIC vesting .
- Annual bonus design adjustments: In 2024, threshold widened (Core Net Income threshold lowered to 90% of target; max raised to 110%) to balance payout probabilities and cap upside; investor feedback supportive; say-on-pay received >98% approval in 2024 .
- Long-term metrics: Relative ROATE and ROATA with TSR modifier to balance capital efficiency and risk management; TSR cap logic when absolute TSR negative .
Equity Ownership & Trading Signals
- Upcoming and recent vesting deliveries (Feb 2025 windows) include multiple RSU tranches and the 2022–2024 PSU cycle; shares delivered within 30 days of vesting and reported net of withholding for taxes, reducing immediate discretionary sale volume .
- Anti-pledging/hedging policy minimizes misalignment or collateral risks .
- CEO stock ownership guideline at 6x salary with compliance deadline of Feb 4, 2026; all covered persons in compliance or within window .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: greater than 98% .
- Investor outreach: regular engagement; committee integrates feedback; prior-year outreach contacted holders of 84% of shares; feedback supportive of compensation structure .
Performance & Track Record
Pay-versus-performance metrics (Company-reported):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($) | 86.21 | 103.73 | 102.79 | 95.04 | 112.76 |
| Peer TSR ($) | 91.29 | 124.74 | 116.10 | 115.64 | 130.90 |
| Net Income ($M) | 186 | 266 | 266 | 235 | 230 |
| Core ROATE (%) | 11.1 | 16.3 | 20.2 | 18.4 | 16.2 |
Revenue trend (S&P Global fundamentals):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $197,380,000* | $184,916,000* | $179,525,000* | $200,815,000* | $185,803,000* |
| Values retrieved from S&P Global. [GetFinancials] |
Employment & Contracts (Retention Risk)
- Auto-renewal employment agreement with non-compete/non-solicit provides retention hooks; Committee annually reviews CEO goals and oversees succession planning .
- Executive Severance Plan features meaningful double-trigger CIC protection (2x salary/bonus averages) favoring continuity; outside CIC protection at 1x salary .
- Clawback policies and anti-hedging lower governance/behavioral risk .
Board Governance (Dual Role Considerations)
- CEO also Chair of the Board; Board uses Lead Independent Director structure, independent committees, and executive sessions to mitigate concentration risk; Board formally assesses leadership structure appropriateness annually .
Expertise & Qualifications
- Deep banking operations and risk background; extensive Hawaii market experience; external policy roles (FRB Advisory Council, HMSA) provide macro insight .
Equity Ownership Guidelines Compliance
- CEO requirement: 6x base salary; compliance deadline Feb 4, 2026; counting rules include unvested RSUs and earned but unvested PSUs; excludes pledged or encumbered shares .
Related Party Transactions / Red Flags
- No pledging allowed; no gross-ups for severance; no option repricing without shareholder approval; committee conducts annual risk assessment of plans and engaged third-party review (no problematic risks identified) .
Compensation Peer Group (Benchmarking)
- Committee uses custom peer group and KBW Regional Banking Index for TSR; Pay Governance advised through Sept 2024; benchmarking influences CEO pay mix and program design .
Investment Implications
- Pay-for-performance alignment is strong: 60% performance-based LTIs; 2024 bonus fully formulaic with high attainment on Core Net Income and asset quality .
- Retention risk appears moderate: robust CIC protection and annual RSU/PSU grants with February vesting cycles; 2025 share deliveries suggest periodic supply but net-of-tax withholding reduces near-term selling; anti-hedging/pledging and ownership guidelines reinforce alignment .
- Governance mitigants offset CEO+Chair dual role: Lead Independent Director, independent committees, high say-on-pay support (>98% in 2024) indicate investor acceptance of structure and programs .
- Balance sheet/return focus embedded in LTIP (relative ROATE/ROATA + TSR), which should incentivize capital efficiency and prudent risk management—relevant in regional banking cycles .
Notes: Revenue values marked with an asterisk are retrieved from S&P Global via GetFinancials (USD-denominated). EBITDA not disclosed for FHB in fundamentals; omitted per disclosure rules.