Bank of Hawaii (BOH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 25, 2025, via webcast; shareholders to vote on four key proposals including director elections, executive compensation, director stock plan, and auditor ratification.

• 2024 financial highlights: $3.46 diluted EPS, $150M net income, $23.6B total assets; recognized as one of the most trustworthy banks and best bank in Hawai'i.

• Board recommends voting FOR all proposals; robust shareholder engagement and virtual meeting format to enhance participation and reduce carbon footprint.

Voting matters and shareholder proposals

• Election of 12 directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Approval of 2025 Director Stock Compensation Plan.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board consists of 12 nominees with diverse backgrounds in finance, technology, retail, energy, and community leadership; 92% independent, 33% women, 50% ethnically diverse.

• Annual election of directors, majority voting standard, and director resignation policy.

• Lead Independent Director role established; regular executive sessions without management.

• Ongoing board refreshment and annual self-evaluations; three new directors added in past five years.