| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On
December 6, 2022, the Board of Directors (the “Board”) of First Hawaiian, Inc. (the “Company”) increased the number
of directors constituting the Board from nine to ten and appointed Mark Mugiishi, M.D., F.A.C.S., to serve as a member of the Board to
fill the vacancy created upon the increase in the size of the Board, effective immediately. Effective December 6, 2022, Dr. Mugiishi also
was appointed as a member of the Risk Committee of the Company’s Board of Directors. Effective December 6, 2022, Dr. Mugiishi also
was appointed to the board of directors of First Hawaiian Bank, a wholly owned subsidiary of the Company.
Dr. Mugiishi will receive compensation for his
service as a director in accordance with the Company’s standard arrangements for non-employee directors, pursuant to which the Company
granted Dr. Mugiishi a one-time award of restricted stock units with a value of $26,603 in connection with his appointment to the Board.
Dr. Mugiishi, age 63, has served as the President
and Chief Executive Officer of Hawaii Medical Service Association (“HMSA”), Blue Cross Blue Shield Association’s Hawaii
health insurance independent licensee, since February 2020. He has served HMSA in a variety of capacities since 1995, from part-time medical
director to consultant. In 2015, he joined the leadership team as executive vice president, chief medical officer, and chief health officer.
He served as Executive Vice President and Chief Health Officer from 2017 to 2019 and as Interim Chief Executive Officer from 2019 to 2020.
In addition to his leadership at HMSA, Dr. Mugiishi
co-founded the Endoscopy Institute of Hawaiʻi and the Eye Surgery Center of Hawaiʻi, and was a medical director at Hawaiʻi
technology accelerators. He was a general surgeon in Hawaii for nearly 30 years and was associate chair of the department of surgery and
director of surgical education at the University of Hawaiʻi medical school.
Dr. Mugiishi currently serves as chair of the ʻIolani
School Board of Governors. He earned his medical degree from Northwestern University Feinberg School of Medicine.
HMSA, in which Dr. Mugiishi has a material interest,
has loans that were made by First Hawaiian Bank in the ordinary course of business; on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender; and that did not involve
more than the normal risk of collectibility or present other unfavorable features.
Other than as set forth above, the Company has
not entered into any transactions with Dr. Mugiishi identified in Item 404(a) of Regulation S-K and he will not be employed by the Company.
Dr. Mugiishi was not elected pursuant to an arrangement or understanding between him and any other person.
For more information, reference is made to the
Company’s press release dated December 6, 2022, a copy of which is attached to this Report as Exhibit 99.1. Exhibit 99.1 shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into
any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
