Under the 2010 Equity and Incentive Plan, as amended, HEI can issue shares of common stock as incentive compensation to selected employees in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares and other share-based and cash-based awards. The 2010 Equity and Incentive Plan (original EIP) was amended and restated effective March 1, 2014 (EIP) and an additional 1.5 million shares were added to the shares available for issuance under these programs.

As of December 31, 2022, approximately 2.8 million shares remained available for future issuance under the terms of the EIP, assuming recycling of shares withheld to satisfy statutory tax liabilities relating to EIP awards, including an estimated 0.5 million shares that could be issued upon the vesting of outstanding restricted stock units and the achievement of performance goals for awards outstanding under long-term incentive plans (assuming that such performance goals are achieved at maximum levels).

Restricted stock units awarded under the EIP in 2022, 2021, 2020 and 2019 will vest and be issued in unrestricted stock in three (2022 and 2021) or four (2020 and 2019) equal annual increments on the anniversaries of the grant date and are forfeited to the extent they have not become vested for terminations of employment during the vesting period, except that pro-rata vesting is provided for terminations due to death, disability and retirement. Restricted stock units expense has been recognized in accordance with the fair-value-based measurement method of accounting. Dividend equivalent rights are accrued quarterly and are paid at the end of the restriction period when the associated restricted stock units vest.

Stock performance awards granted under the 2022-24, 2021-23 and 2020-22 long-term incentive plans (LTIP) entitle the grantee to shares of common stock with dividend equivalent rights once service conditions and performance conditions are satisfied at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the performance period, except that pro-rata participation is provided for terminations due to death, disability and retirement based upon completed months of service after a minimum of 12 months of service in the performance period. Compensation expense for the stock performance awards portion of the LTIP has been recognized in accordance with the fair-value-based measurement method of accounting for performance shares.

Under the 2011 Nonemployee Director Stock Plan (2011 Director Plan), HEI can issue shares of common stock as compensation to nonemployee directors of HEI, Hawaiian Electric and ASB. As of December 31, 2022, there were 208,627 shares remaining available for future issuance under the 2011 Director Plan.


(in millions)	2022		2021		2020
HEI consolidated
Share-based compensation expense1	$	10.4	$	9.1	$	5.8
Income tax benefit	2.1		1.4		1.0
Hawaiian Electric consolidated
Share-based compensation expense1	3.0		2.7		1.8
Income tax benefit	0.7		0.6		0.4

The number of shares issued to each nonemployee director of HEI, Hawaiian Electric and ASB is determined based on the closing price of HEI common stock on the grant date.


	2022				2021				2020
	Shares		(1)		Shares		(1)		Shares		(1)
Outstanding, January 1	233,448		$	38.10	193,939		$	40.89	207,641		$	35.36
Granted	98,463		41.31		137,582		34.66		78,595		47.99
Vested	(96,282)		37.75		(79,623)		38.51		(77,719)		34.19
Forfeited	(53,101)		39.01		(18,450)		39.92		(14,578)		36.20
Outstanding, December 31	182,528		$	39.75	233,448		$	38.10	193,939		$	40.89
Total weighted-average grant-date fair value of shares granted (in millions)	$	4.1			$	4.8			$	3.8

For 2022, 2021 and 2020, total restricted stock units and related dividends that vested had a fair value of $4.2 million, $3.0 million and $4.2 million, respectively, and the related tax benefits were $0.6 million, $0.6 million and $0.7 million, respectively.

As of December 31, 2022, there was $4.3 million of total unrecognized compensation cost related to the nonvested restricted stock units. The cost is expected to be recognized over a weighted-average period of 1.7 years.

Long-term incentive plan payable in stock. The 2020-22, 2021-23 and 2022-24 LTIPs provide for performance awards under the EIP of shares of HEI common stock based on the satisfaction of performance goals, including a market condition goal. The number of shares of HEI common stock that may be awarded is fixed on the date the grants are made, subject to the achievement of specified performance levels and calculated dividend equivalents. The potential payout varies from 0% to 200% of the number of target shares, depending on the achievement of the goals. The market condition goal is based on HEI’s total shareholder return (TSR) compared to the Edison Electric Institute Index over the relevant three-year period. The other performance condition goals relate to EPS growth, return on average common equity (ROACE), renewable portfolio standards,

carbon emissions reduction, Hawaiian Electric’s net income growth, ASB’s efficiency ratio and strategic initiatives and Pacific Current’s EBITDA growth and return on average invested capital.


	2022				2021				2020
	Shares		(1)		Shares		(1)		Shares		(1)
Outstanding, January 1	90,974		$	42.86	89,222		$	42.10	96,402		$	39.62
Granted	26,469		54.92		46,024		41.12		24,630		48.62
Vested (issued or unissued and cancelled)	(29,042)		41.07		(32,355)		38.20		(29,409)		39.51
Forfeited	(16,827)		44.45		(11,917)		43.07		(2,401)		41.22
Outstanding, December 31	71,574		$	47.67	90,974		$	42.86	89,222		$	42.10
Total weighted-average grant-date fair value of shares granted (in millions)	$	1.5			$	1.9			$	1.2

The grant date fair values of the shares were determined using a Monte Carlo simulation model utilizing actual information for the common shares of HEI and its peers for the period from the beginning of the performance period to the grant date and estimated future stock volatility of HEI and its peers over the remaining three-year performance period. The expected stock volatility assumptions for HEI and its peer group were based on the three-year historic stock volatility. A dividend assumption is not required for the Monte Carlo simulation because the grant payout includes dividend equivalents and projected returns include the value of reinvested dividends.


	2022			2021			2020
Risk-free interest rate	1.71		%	0.19		%	1.39		%
Expected life in years	3			3			3
Expected volatility	31.0		%	29.9		%	13.1		%
Range of expected volatility for Peer Group	25.4% to 76.7%			25.6% to 102.9%			13.6% to 95.4%
Grant date fair value (per share)	$	54.92		$	41.12		$	48.62

For 2022, 2021 and 2020, total vested LTIP awards linked to TSR and related dividends had a fair value of $0.8 million, $0.8 million and $2.6 million, respectively, and the related tax benefits were $0.1 million, $0.2 million and $0.4 million, respectively.

As of December 31, 2022, there was $1.2 million of total unrecognized compensation cost related to the nonvested performance awards payable in shares linked to TSR. The cost is expected to be recognized over a weighted-average period of 1.5 years.


	2022				2021				2020
	Shares		(1)		Shares		(1)		Shares		(1)
Outstanding, January 1	306,342		$	38.42	220,715		$	41.03	403,768		$	35.15
Granted	105,860		41.31		184,102		34.37		98,522		48.10
Vested	(71,807)		37.68		(43,155)		34.12		(135,804)		33.48
Increase above target (cancelled)	36,505		35.75		(7,646)		39.06		(136,163)		36.44
Forfeited	(67,311)		37.35		(47,674)		38.74		(9,608)		38.36
Outstanding, December 31	309,589		$	39.50	306,342		$	38.42	220,715		$	41.03
Total weighted-average grant-date fair value of shares granted (at target performance levels) (in millions)	$	4.4			$	6.3			$	4.7

For 2022, 2021 and 2020, total vested LTIP awards linked to other performance conditions and related dividends had a fair value of $3.2 million, $1.7 million and $7.6 million, respectively, and the related tax benefits were $0.4 million, $0.4 million and $1.2 million, respectively.