Scott T. DeGhetto
Executive Vice President, Chief Financial Officer and Treasurer at 
HAWAIIAN ELECTRIC INDUSTRIES
HAWAIIAN ELECTRIC INDUSTRIESExecutive
About Scott T. DeGhetto
Scott T. DeGhetto is Executive Vice President, Chief Financial Officer and Treasurer of Hawaiian Electric Industries (HEI), appointed effective October 1, 2023, after serving as Managing Director, Power, Utilities & Renewable Energy at Moelis & Company from 2011 to 2023 . He is 60 years old and is one of HEI’s named executive officers; in 2023–2024 he certified HEI’s Form 10-K alongside the CEO and affirmed effective disclosure controls and procedures . HEI’s shareholder-return backdrop during his tenure includes a 2024 TSR of -31.4% and 3-year TSR of -74.7%; compensation metrics for 2024 emphasized adjusted net income and strategic value creation outcomes tied to liquidity and wildfire-related milestones, with adjusted consolidated net income of $180.4 million used for incentive determinations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moelis & Company | Managing Director, Power, Utilities & Renewable Energy | 2011–2023 | Sector-focused investment banking leadership across power, utilities, and renewables |
External Roles
- No external board memberships or other outside roles are disclosed for Mr. DeGhetto in HEI’s filings.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 150,000 | 620,000 |
| Target Annual Incentive (% of Salary) | — (no participation) | 100% |
| Signing Bonus ($) | 300,000 | 300,000 |
| RCA Cash Earned in Year ($) | — | 46,500 (part of $346,500 “Bonus” column) |
| Stock Awards Grant-Date Fair Value ($) | — | 296,863 (2024–26 LTIP target grant) |
| Nonequity Incentive Payout ($) | — | 1,058,304 |
| Total Compensation ($) | 716,087 | 2,354,284 |
Vesting schedule—2024 Restricted Cash Award (RCA):
| Earned in | Amount ($) |
|---|---|
| 2025 | 46,500 |
| 2026 | 93,000 |
| 2027 (1st installment) | 93,000 |
| 2027 (2nd installment) | 46,500 |
Performance Compensation
Annual Incentive (EICP) — 2024
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| HEI Consolidated Adjusted Net Income | 30% | $150.0M | $166.7M | $178.4M | $180.4M | 171% of target composite result drove payout |
| Utility Operations (Composite) | 25% | See Exhibit B | See Exhibit B | See Exhibit B | See Exhibit B | Incorporated in 171% total achieved |
| ASB Return on Assets (ROA) | 15% | 0.64% | 0.74% | 0.84% | 0.82% | Included in 171% total achieved |
| HEI Strategic/Value Creation | 30% | Board-scaled | Board-scaled | Board-scaled | 175% of target based on settlement, equity financing, going-concern resolution, ASB sale |
EICP payout calculation:
| Base Salary ($) | Target (% Salary) | Total Achieved (% Target) | Actual Payout ($) |
|---|---|---|---|
| 620,000 | 100% | 171% | 1,058,304 |
Key design notes:
- Threshold and maximum are typically 0.5x and 2.0x of target; for Mr. DeGhetto, threshold was 0.75x in 2024 .
- Adjusted net income used non-GAAP exclusions for extraordinary wildfire-related and other items; reconciliation provided in Exhibit A .
Long-Term Incentive Plan (LTIP)
2024–2026 LTIP design (granted 2/9/24):
| Metric | Weighting | Target Shares (#) | Notes |
|---|---|---|---|
| Utility Long-Term Issuer Credit Rating | 40% | 21,314 (target) | Improvement in credit ratings at ≥2 agencies |
| Utility Public Safety: System Hardening to New Standards | 40% | 21,314 (target) | Progress on equipment upgrades to enhance wildfire safety |
| HEI Relative TSR (vs HEI compensation peers) | 20% | 21,314 (target) | TSR with reinvested dividends, peer-relative |
2022–2024 LTIP (context; Mr. DeGhetto did not participate):
- Relative TSR result was 0th percentile, with other financial metrics below threshold; no payout to NEOs under HEI’s plan for that period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (HEI Common) | 0 shares as of Feb 17, 2025; percent of class “*” (<1%) |
| RSUs Outstanding (vestable within 60 days) | None |
| LTIP Performance Shares (Unearned) | 21,314 target units; $207,385 market value at $9.73 closing price on 12/31/2024 |
| Ownership Guidelines | 2x base salary for NEOs; compliance date not yet reached; retain 50% of shares received under LTIP/RSU until guideline met |
| Hedging/Pledging | Prohibited for directors, officers, employees, and family members; includes collars, swaps, exchange funds, PVF contracts |
| Insider Trading Controls | Preclearance and blackout periods; policy attached to FY2024 10-K |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Contract | None; HEI states no employment contracts for NEOs |
| Change-in-Control (CIC) | Double-trigger; lump-sum severance = 2x (base salary + annual incentive; higher of current target or largest actual in prior 3 years); payments capped under IRC 280G; no tax gross-ups; auto-renews annually with initial 2-year term |
| CIC Payment Illustration | $1,799,999 (estimated as of 12/31/24 using year-end assumptions) |
| Termination (without cause; no CIC) | Unvested RSUs/RCAs forfeited; incentive awards can be amended/terminated by committee |
| Death/Disability | Illustrated vesting for LTIP and RCAs under plan terms; amounts shown in termination table |
| Clawback Policy | Dodd-Frank compliant; 3-year lookback for recovery on restatement-related excess incentive-based compensation |
| Perquisites | Minimal; company-paid club membership for most NEOs; Mr. DeGhetto received four weeks of vacation in 2024 |
Compensation Structure Analysis
- Mix and retention: 2024 program temporarily shifted part of time-based equity to RCAs to manage dilution amid stock price declines and preserve the share reserve, while maintaining performance linkage through annual and long-term incentives .
- Pay-for-performance: 2024 EICP outcomes heavily tied to adjusted net income and Board-scaled strategic value creation to address wildfire liabilities, liquidity, and enterprise simplification; total achieved ≈171% of target drove $1.06M payout for the CFO .
- Governance signals: 2024 say-on-pay passed with ~91% support; NEO stock ownership requirements and prohibition of hedging/pledging strengthen alignment safeguards .
- Peer benchmarking: CFO falls under HEI’s utility peer group framework for pay setting and LTIP TSR benchmarking; LTIP performance peers are the HEI compensation peers .
Investment Implications
- Alignment and selling pressure: With no disclosed beneficial share ownership and RCAs substituting some RSUs in 2024, near-term insider selling pressure appears limited; hedging/pledging bans reduce misalignment risk .
- Retention risk vs. incentives: A sizable variable pay component and a two-times CIC protection support retention through ongoing litigation/credit milestones; double-trigger terms avoid windfalls absent actual job loss post-transaction .
- Performance levers: Incentive metrics emphasize adjusted net income, strategic value creation (settlement funding, going-concern resolution, ASB sale), utility credit rating, and wildfire system hardening—factors likely to drive balance-sheet repair and risk reduction over 2024–26 .
- Governance and shareholder feedback: Strong say-on-pay support and robust clawback/ownership policies indicate board oversight and investor tolerance for temporary cash-heavy incentives amid extraordinary events; monitor LTIP outcomes given prior 2022–24 underperformance on TSR .