Business Context and Reporting Period
Company: FIRST HAWAIIAN, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: October 20, 2021
Reporting Period: Event date October 20, 2021
This filing reports the Board of Directors' approval and adoption of the First Hawaiian, Inc. Executive Severance Plan, as amended and restated, effective October 20, 2021. The plan replaces the Executive Change in Control Retention Plan originally adopted in May 2015 and designates all named executive officers as participants.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
The primary material change is the amendment and restatement of the executive severance plan. Key provisions include:
- Change in Control (CIC) Protection Period: If employment is involuntarily terminated without Cause or terminated for Good Reason within 24 months of a Change in Control, participants receive:
- Cash severance equal to 2x the highest annual base salary earned in the preceding three fiscal years.
- 2x the average of actual Annual Incentive Plan payments for the preceding two fiscal years.
- Continuing health benefits for one year.
- Outplacement benefits.
- Outside CIC Protection Period: Similar terminations outside the 24-month window result in:
- Cash severance equal to 1x the highest annual base salary earned in the preceding three fiscal years.
- 1x the average of actual Annual Incentive Plan payments for the preceding two fiscal years.
- Restrictive Covenants: Participants are subject to 12-month non-competition and non-solicitation requirements.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the description of the Severance Plan is qualified in its entirety by reference to the full text of the plan filed as Exhibit 10.1.
Risks and Contingencies: The filing does not disclose new operational risks, contingencies, or unusual items beyond the standard obligations associated with the new severance plan. No forward-looking guidance regarding financial performance is provided in this document.
Investor Verification Checklist
- Review Exhibit 10.1 (Executive Severance Plan) for the full legal text and specific definitions of "Cause," "Good Reason," and "Change in Control."
- Verify the list of named executive officers designated as participants in the plan.
- Assess the potential financial impact of the severance obligations on future compensation expenses, particularly in the event of a Change in Control.
- Confirm the 12-month non-competition and non-solicitation restrictions applicable to departing executives.