Bank of Hawaii (BOH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 24, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• 2025 financial highlights include $4.63 diluted EPS, $205.9M net income, and $24.2B in total assets.

• The company received national recognition for trustworthiness and was named "Best Bank" in Hawai'i.

• CEO Peter S. Ho will retire March 31, 2026, with James C. Polk succeeding as CEO and joining the board; Raymond P. Vara, Jr. will become Non-Executive Chair.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 12 directors for one-year terms, (2) advisory vote on executive compensation, and (3) ratification of Ernst & Young LLP as independent auditor for 2026.

• The board recommends voting FOR all proposals.

• Shareholders of record as of February 27, 2026, are eligible to vote; each share of common stock has one vote.

Board of directors and corporate governance

• The board will consist of 12 directors, with 92% independent and 100% of key committees composed of independent directors.

• Board diversity: 33% women, 50% ethnically diverse; ongoing refreshment with three new directors since 2021.

• Annual board and committee evaluations are conducted, including third-party surveys and self-assessments.

• The board has separated the roles of CEO and Chair, with a non-executive Chair model effective April 1, 2026.

• Majority voting in uncontested director elections, with a resignation policy for nominees not receiving a majority.