Vanessa Washington
FIRST HAWAIIANAbout Vanessa Washington
Vanessa L. Washington, age 65, is an independent director at First Hawaiian, Inc. (FHB) since 2020, with prior senior legal and banking leadership spanning more than two decades at Bank of the West and earlier roles at Catellus Development Corporation and California Federal Bank; she holds a J.D. from UC Berkeley School of Law and a bachelor’s degree from UNC Chapel Hill . She serves on FHB’s Compensation Committee and Corporate Governance & Nominating Committee and is also a director of First Hawaiian Bank; the Board has determined she is independent under NASDAQ standards . In 2024, the Board met 7 times and each director, including Washington, attended more than 75% of Board and relevant committee meetings, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of the West (BNP Paribas subsidiary) | Senior EVP, General Counsel & Corporate Secretary; executive responsible for Information & Physical Security, Compliance, CSR | 2006–Oct 2020 | Led legal, security, compliance, CSR; deep banking regulatory experience |
| Catellus Development Corporation (public REIT) | General Counsel; also responsible for HR, Compliance, Environmental | 2001–2005 | Oversaw legal and key corporate functions; public company governance exposure |
| California Federal Bank | SVP, Associate General Counsel & Secretary | 1992–2001 | Corporate, securities, real estate legal services; banking operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSAA Insurance Exchange | Director; Nominating & Governance; Compensation & Human Capital Committees | Current | Insurance sector governance; human capital oversight |
| Habitat for Humanity of the Greater Bay Area | Audit Committee member | Current | Nonprofit financial oversight |
Board Governance
- Independence: The Board determined Washington is independent under NASDAQ and Rule 10A-3; independence review noted certain ordinary-course loans involving other directors’ related businesses, but none involving Washington .
- Committee assignments: Member, Compensation Committee; Member, Corporate Governance & Nominating Committee .
- Meeting cadence: Board met 7 times in 2024; Compensation met 10; Corporate Governance & Nominating met 4; executive sessions are held at Board and committee meetings .
- Attendance: Each director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
Program structure (non-employee directors, 2024–2025):
- Annual cash retainer: $65,000
- Annual equity grant value (RSUs): $70,000 (time-based vesting)
- Committee retainers: Compensation member $10,000; Corporate Governance & Nominating member $8,000; committee chair fees higher (not applicable to Washington)
- Additional attendance fee for “other committees” as constituted, including Bank committees: $1,500 per meeting
Washington’s 2024 actual director compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $103,000 |
| Stock Awards (Grant-date fair value) | $69,984 |
| All Other Compensation (Bank director gift) | $2,118 |
| Total | $175,102 |
Compensation mix (2024):
| Mix | Cash | Equity (RSUs) |
|---|---|---|
| Amount | $103,000 | $69,984 |
| Approximate share of total | 58.8% (derived from cited amounts) | 39.9% (derived from cited amounts) |
Performance Compensation
- Annual equity awards to non-employee directors are RSUs that vest and settle in shares within one year or at the next annual meeting, subject to continued service; awards accelerate upon an earlier change-in-control for directors under the non-employee director plan .
- Company policy prohibits hedging and pledging of Company stock by employees and directors; RSU awards are subject to robust clawback policies covering cash and equity, including time-based awards .
2024 RSU grant details (directors):
| Item | Detail |
|---|---|
| RSUs granted to Washington in 2024 | 3,151 shares |
| Vesting terms | Time-based; vest and settle within one year or next annual meeting |
| Change-in-control treatment | Accelerated vesting for director awards under the plan |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (count as disclosed in proxy) | 1 (the table lists Washington with “Public Boards: 1”, which indicates no additional public company directorships beyond FHB) |
| Notable external directorships | CSAA Insurance Exchange (non-public) – Director; committees listed above |
| Interlocks/conflicts noted | Independence review disclosed ordinary-course loans with businesses tied to other directors; no related-party transactions flagged for Washington |
Expertise & Qualifications
- Banking industry leadership and regulatory expertise (20+ years), including senior role at a major U.S. bank subsidiary of a global banking organization .
- Public REIT and corporate governance experience; legal oversight of HR, compliance, environmental groups .
- Education: J.D., UC Berkeley School of Law; Bachelor’s, UNC Chapel Hill .
- Board skills matrix highlights audit/finance familiarity and banking experience for nominees broadly; Washington identified in nominees with these skills .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Feb 27, 2025) | 16,638 shares |
| % of shares outstanding | ~0.013% (16,638 ÷ 126,195,936) |
| Unvested RSUs outstanding (Dec 31, 2024) | 3,151 RSUs |
| Stock ownership guideline (non-employee directors) | 5x annual cash retainer; unvested RSUs counted; shares subject to lien/pledge excluded; compliance period: later of 5 years from joining the Board or Oct 20, 2026 |
| Compliance status | All non-employee directors are in compliance or within the window for compliance |
| Hedging/pledging | Prohibited for employees and directors |
Governance Assessment
- Board effectiveness: Washington contributes deep banking legal and regulatory expertise; active membership on Compensation and Corporate Governance & Nominating aligns with her background in governance, compliance, and human capital oversight .
- Independence & attendance: Independent under NASDAQ; >75% attendance and participation in 2024; strong engagement evidenced by committee activity (Compensation: 10 meetings; Corporate Governance: 4 meetings) and full Board attendance at the annual meeting .
- Alignment & incentives: Balanced cash/equity mix with time-based RSUs; robust stock ownership guideline (5x cash retainer), clawback, and anti-hedging/pledging policies promote alignment and risk control .
- Conflicts & related-party exposure: No related-party transactions involving Washington disclosed; broader independence review noted ordinary-course loans for businesses tied to other directors, not Washington .
- RED FLAGS: None identified for Washington—no pledging, no related-party dealings, no attendance shortfall; director equity is time-based (no performance metric dilution), with change-in-control acceleration disclosed and mitigated by strong clawback and anti-hedging policies at the company level .