Tertia Freas
FIRST HAWAIIANAbout Tertia M. Freas
Tertia M. Freas, age 67, is an independent director of First Hawaiian, Inc. (FHB) since 2024 and serves on the Audit Committee; she was appointed to the Board on October 15, 2024 . She holds a Bachelor’s of Business Administration in Accounting from the University of Hawaii Shidler College of Business and is a former Deloitte & Touche LLP Audit Partner (1992–2015); since 2015 she has been Executive Director of The Clarence T.C. Ching Foundation and is a member of the AICPA and Hawaii Society of CPAs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner | 1992–2015 | Provided deep expertise in accounting and finance to FHB’s Board . |
| The Clarence T.C. Ching Foundation | Executive Director | 2015–present | Leadership in community-focused philanthropy; insights into community needs . |
| First Hawaiian, Inc. | Director | 2024–present | Audit Committee member . |
| First Hawaiian Bank | Director | 2024–present | Board service at bank subsidiary . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional affiliation . |
| Hawaii Society of CPAs | Member | Not disclosed | Professional affiliation . |
Board Governance
- Independence: FHB’s Board determined Ms. Freas is “Independent” under NASDAQ listing standards; nine of ten directors are independent .
- Committee Assignments: Audit Committee member; all Audit Committee members are independent and designated “audit committee financial experts” .
- Attendance: The Board met 7 times in 2024; each director attended more than 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Leadership: CEO/Chair is Robert S. Harrison; Lead Independent Director was Allen B. Uyeda (not standing for re-election in 2025 due to age policy) .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | C. Scott Wo | 5 . |
| Compensation | Not listed | N/A | 10 . |
| Corporate Governance & Nominating | Not listed | N/A | 4 . |
| Risk | Not listed | N/A | 4 . |
Fixed Compensation
| Component | Program Design (Non-Employee Directors) | Ms. Freas – 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $65,000 | $20,000 (pro-rated) . |
| Supplemental Cash – Audit/Risk Chair | $24,000 (Risk Chair increased from $20,000 effective Oct 1, 2024) | Not disclosed as Chair for Freas . |
| Supplemental Cash – Audit/Risk Member | $15,000 (Risk members increased from $10,000 effective Oct 1, 2024) | Included within Fees Earned (aggregate) . |
| Supplemental Cash – Compensation Chair | $20,000 | N/A . |
| Supplemental Cash – Compensation Member | $10,000 | N/A . |
| Supplemental Cash – Corp Gov & Nom Chair | $17,500 (increased from $16,000 effective Oct 1, 2024) | N/A . |
| Supplemental Cash – Corp Gov & Nom Member | $8,000 | N/A . |
| Attendance Fee (other constituted committees incl. Bank committees) | $1,500 per meeting | Not individually disclosed for Freas . |
| All Other Compensation | Noncash gift to Bank directors valued at $2,118 | $2,118 . |
| Total Director Compensation | N/A | $58,564 total (Cash $20,000; Stock Awards $36,446; Other $2,118) . |
Performance Compensation
| Award Type | Grant Year | Shares/Units Granted | Grant-Date Fair Value ($) | Vesting Schedule | Settlement |
|---|---|---|---|---|---|
| RSUs (Non-Employee Director Plan) | 2024 | 1,506 | 36,446 | Earlier of (a) Oct 15, 2025 for Freas; (b) 2025 annual meeting date; or (c) change in control, subject to continued service . | Settles one-for-one in common stock within 30 days of vesting . |
- Director equity awards are time-based RSUs; no performance metrics (TSR/EBITDA/etc.) are tied to director grants in the proxy .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes/Interlocks |
|---|---|---|---|
| First Hawaiian, Inc. | Public | Director | Audit Committee member . |
| First Hawaiian Bank | Private (subsidiary) | Director | Bank board service . |
| The Clarence T.C. Ching Foundation | Private foundation | Executive Director | The Foundation has loans from First Hawaiian Bank made in ordinary course, market terms; Board determined independence remains intact . |
Proxy summary indicates “Public Boards: 1” for Ms. Freas (includes her service on FHB) .
Expertise & Qualifications
- Former Deloitte audit partner with deep accounting and finance expertise .
- Audit committee financial expertise designation (all Audit members) .
- Community leadership via Executive Director role at a major local foundation .
- BBA in Accounting, University of Hawaii Shidler College of Business .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Ownership Detail |
|---|---|---|---|
| Tertia M. Freas | 1,506 | <1% | RSUs deemed beneficially owned; will vest on the earlier of Oct 15, 2025 (for Freas), 2025 annual meeting date, or change in control; settles within 30 days of vesting . |
- Stock Ownership Guidelines: Non-employee directors must hold 5x 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: Shares subject to liens/pledges do not count toward guidelines; no pledging disclosed for Ms. Freas .
Governance Assessment
- Alignment: Compensation mix for 2024 was equity-heavy (RSUs $36,446) relative to cash ($20,000) due to pro-rated late-year appointment, supporting long-term alignment; equity awards vest over the director term and settle in stock .
- Independence & Potential Conflicts: Board affirmatively classified Ms. Freas as independent under NASDAQ, explicitly considering that the charitable Foundation she leads has bank loans on ordinary-course, market terms without unfavorable features; independence maintained .
- Board Effectiveness: Audit Committee membership and financial expertise strengthen oversight of financial reporting, controls, and auditor matters; Audit Committee met 5 times in 2024 and recommended inclusion of audited financials in the 10-K and auditor selection for 2025 .
- Engagement & Attendance: The Board held 7 meetings in 2024; every director (including Ms. Freas) attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting, indicating strong engagement .
- Director Pay Structure: Clear, market-based program with periodic review by Pay Governance; recent increases to Risk Committee retainers suggest responsiveness to workload; no option awards or performance-linked director equity, consistent with governance best practice .
RED FLAGS / WATCH ITEMS
- Related Party Exposure (monitor): The Foundation’s loans with the Bank are ordinary course and on market terms per Board assessment; continue to monitor for any changes in size/terms that could pose conflict risks .
- Leadership Transition: Lead Independent Director change expected post-2025 annual meeting due to age-limit policy; monitor implications for committee leadership and board dynamics (not specific to Freas but relevant to oversight environment) .