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DEFA14A 1 boh-20260414xdefa14a.htm DEFA14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐


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Bank of Hawaii Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Supplement to the Proxy Statement dated March 13, 2026

for the 2026 Annual Meeting of Shareholders of

Bank of Hawaii Corporation to be held on April 24, 2026

April 15, 2026

To our Shareholders:

On or about March 13, 2026, Bank of Hawaii Corporation (the “Company”) made available a proxy statement (the “Proxy Statement”) to its shareholders describing the matters to be voted on at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). We have always valued our relationship with our shareholders and actively engage with them throughout the year to discuss our strategy, financial results, corporate governance and executive compensation. These conversations have shaped our compensation philosophy, and were the impetus for a recent complete overhaul of our pay program that allows us to continue to attract and retain the talent needed to deliver the superior risk-adjusted returns over time that have become the hallmark of the Company. We are writing to urge you to vote FOR on Proposal 2 to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Proposal”).

Recently, Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), proxy advisory firms, recommended voting against the Say-on-Pay Proposal primarily because of a perceived misalignment between executive pay levels and the financial performance of the Company, as measured primarily by the Company’s Total Shareholder Return relative to peers over a five-year period. Our executive compensation philosophy is rooted in our commitment to long-term value creation, prudent risk management, and maintaining a superior valuation relative to peers. Rather than rely solely on short-term total shareholder return (“TSR”), our compensation program is designed to reflect our strategy, and therefore rewards sustainable performance and best-in class risk-adjusted returns over a much longer period of time. The Human Resources & Compensation Committee of the Company’s Board of Directors believes that executive pay for 2025 was appropriate, and therefore, encourages shareholders to vote “FOR” the Say-on-Pay Proposal for the reasons set forth herein.

We are asking for your support for Proposal 2 for the following reasons, all of which are further highlighted by the slides that follow:

•Our financial performance for 2025 was strong

Diluted earnings per common share were $4.63 for the full year, with net income at $206 million. Our assets finished the year at $24.2 billion. We saw consistent growth in net interest income and margin in every quarter of 2025. Total deposits and total loans ended the year at $21.2 billion and $14.1 billion, respectively, both up from the prior year. Asset quality and liquidity continued to remain strong, and we maintained our long, unbroken streak of returning capital to shareholders by continuing our dividend at 70 cents per quarter throughout 2025, and we also repurchased $5 million of our own stock.

In the fourth quarter the Company earned record high operating revenue. For the full year, we achieved top quartile Return on Common Equity (“ROCE”) and level of non-performing assets relative to peers, our Pre-Provision Net Revenue (“PPNR”) exceeded goal, and we maintained top marks on our Customer Experience scores. Taken together with our Chief Executive Officer’s (“CEO”) outstanding individual performance, especially as it relates to seamlessly executing a smooth succession, the short-term incentive (“STI”) awarded the CEO was appropriate.

Even measuring recent TSR demonstrates Company’s outperformance relative to peers. We are significantly outperforming the market, especially following our January 2026 earnings release, which details the Company’s complete 2025 performance and is therefore a better measure of the full year than cutting off the measurement of TSR at December 31, 2025.

•Our new compensation program is structurally sound

In 2024 the Company completely overhauled its executive pay program. Until then, both long-term incentives (“LTI”) and STI were based on an equal weighting of the Company’s ROCE and Price to Book Ratio performance relative to peers. In response to shareholder feedback, for STI we instituted a balanced scorecard that equally measures profitability, asset quality, financial returns, a strategic measure, and individual performance. LTI grant values were significantly reduced from prior years, with upside potential for outperformance.

Accordingly, PPNR is measured against a target set at the beginning of the year, and is designed to encourage budget discipline among executives throughout the year. Making sure that a conservative credit culture drives behavior, the level of non-performing assets is measured relative to peers. ROCE remains a key measure of the Company’s financial health, and is measured against peers, although weighted less than in prior years. Inasmuch as the Company’s brand is a differentiator in our marketplace, a focus on customer experience has been a key strategic initiative for several years, and therefore at the start of the year we set a goal for our Customer Experience score, as measured by the proprietary framework developed by Forrester, a global research company. Finally, the CEO’s individual contribution is determined based on an assessment of strategic initiatives, community presence and reputation, and leadership development and succession.

As for LTI, ROCE and TSR, weighted at 70% and 30%, respectively, measured over a three-year performance period, will determine whether and to what extent awards vest. Because the program changes were implemented in 2024, the extent LTI grants made under the new program will vest, if at all, has not yet been determined.

During our outreach throughout 2024 and 2025, shareholders voiced strong support for the changes made to our pay program, and in our last two Say on Pay votes the program received 94% and 95% support, respectively. In addition, both the ISS and Glass Lewis proxy papers recognize that our pay program design is sound. Although LTI awards under the new program have not yet been determined, the CEO’s STI compensation for 2025 is simply the result of the mechanical operation of that program.

•Proxy advisors’ expanded lookback captures historical pay decisions that are not reflective of BOH’s current program

This year, ISS and Glass Lewis extended their lookback period from three to five years. As a result, their analyses now include BOH’s 2021–2022 LTI grant practices under the prior LTI design, before the company overhauled its executive compensation program. Compared with a three-year average, this inflates reported CEO and Named Executive Officers (“NEO”) pay by roughly 14% and 35%, respectively.

The expanded lookback also captures one-time actions associated with the start of succession planning, which were disclosed at the time and discussed with shareholders through prior outreach.

In addition, BOH now has new incumbents in the Chief Financial Officer and Chief Risk Officer roles, with pay levels set differently from those of the prior NEOs.

Taken together, the five-year lookback is less reflective of BOH’s current compensation program, and BOH’s pay has trended downward since 2023.

•Additional downward adjustments to CEO pay would have threatened CEO succession

In 2023, anticipating the eventual retirement of Chairman & CEO Peter S. Ho, the Company’s Board of Directors began the succession process and, in 2024, formed a Succession Working Group tasked with executing a comprehensive and thoughtful CEO succession plan well in advance of Mr. Ho’s retirement. Through that process, the Board concluded that the most appropriate candidate for the CEO position was James C. Polk, then President and Chief Banking Officer of the Company. The Board then set goals for Mr. Polk pursuant to a development plan and provided him executive coaching, all to help prepare him to be Mr. Ho’s eventual successor. Significantly reducing Mr. Ho’s 2025 compensation in the middle of this process would have presented a material risk to the Company, because doing so could have derailed the otherwise smooth execution of a succession plan that was years in the making.

Mr. Polk’s compensation for 2026 is expected to be significantly lower than Mr. Ho’s 2025 compensation. This fact, coupled with the Company’s improving TSR trend as described above, indicate that the proxy advisors’ concern over the pay for performance misalignment is likely to be rectified without additional structural changes to the Company’s pay program.

•The challenge of recruiting and retaining qualified executives in Hawaii is unique

Compensation programs should remain consistent with market compensation trends after taking into account the unique circumstances facing the Company in light of geographic, demographic and economic conditions in the markets served by the Company, including the challenge of attracting and retaining top-notch executives. The Hawaii talent market is particularly challenged by high cost of living, a tighter executive labor pool, and direct competition for talent with another, similarly-sized institution – all of which support different pay positioning than mainland peers.

SEC Form DEFA14A filed by Bank of Hawaii Corporation