BANK OF HAWAII CORPORATION (NYSE:BOH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2019, the Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the following actions relative to salary and performance-based bonus awards for the Company’s designated 2019 Named Executive Officers (the “NEOs”):

The Company follows a pay-for-performance philosophy. Our compensation plans are designed to focus NEOs on goals that align with business strategy, operating performance and shareholder values. In support of our philosophy, performance-based awards pay out only when pre-determined results are achieved. The 2018 cash EIP Awards were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Company 2014 Stock and Incentive Plan (the “Plan”) and the Executive Incentive Plan (EIP).

The 2019 base salaries of Mark A. Rossi and Mary E. Sellers remain unchanged from their base salaries approved in 2018. The base salaries of Peter S. Ho, Dean Y. Shigemura, and James C. Polk will be increased to $825,000, $400,000 and $400,000 respectively commencing on April 1, 2019.

On February 22, 2019, the Committee also awarded Restricted Stock Grants (“RSGs”) to the Company’s 5 NEOs to the terms of the Plan. The RSGs awarded to the NEOs are shown in the table below:

These performance-based RSGs were made to individual Restricted Stock Grant Agreements, which provide for cliff vesting to occur after a three-year performance period, 2019, 2020 and 2021, and terminates on the date of certification of achievement of service and financial performance objectives by the Committee. The specified 3 year financial performance criteria are related to the Company’s Return on Equity, Stock Price to Book Ratio and Tier 1 Capital Ratio, weighted at 45%, 45% and 10% respectively, as compared to designated Peer Group performance as more particularly described in the form Restricted Stock Grant Agreement which is attached hereto as Exhibit 10.1. The three-year performance period and cliff vesting schedule directly tie to the Company’s long-term executive retention and performance goals. This summary of the provisions of the RSG is qualified in its entirety by the actual copy of the form Restricted Stock Grant Agreement.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

BANK OF HAWAII CORP Exhibit
EX-10.1 2 a8kitem502e_exhibit101rsgx.htm 8K ITEM 5.02E COMP ARRGMT_EX 10.1 Exhibit EXHIBIT 10.1BANK OF HAWAII CORPORATION 2014 STOCK AND INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT (PERFORMANCE BASED) (FEBRUARY 22,…
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About BANK OF HAWAII CORPORATION (NYSE:BOH)

Bank of Hawaii Corporation is a bank holding company that operates through its subsidiary, Bank of Hawaii (the Bank). The Bank provides a range of financial services and products primarily to customers in Hawaii, Guam and other Pacific Islands. The Company operates through four business segments: Retail Banking, Commercial Banking, Investment Services, and Treasury and Other. Its Retail Banking segment offers a range of financial products and services to consumers and small businesses. Its Commercial Banking segment offers products, including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing and deposit products. Its Investment Services segment offers private banking, trust services, investment management and institutional investment advisory services. The Company’s Treasury and Other segment consists of corporate asset and liability management activities, including interest rate risk management and a foreign currency exchange business.