UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) On December 14, 2022, First Hawaiian, Inc. (the “Company”) announced that the Board of Directors appointed James M. Moses to serve as Vice Chairman and Chief Financial Officer of the Company, effective January 3, 2023. Mr. Moses will replace Ralph M. Mesick, who has been serving as Interim Chief Financial Officer on a temporary basis and will continue to serve as Vice Chairman and Chief Risk Officer.
Mr. Moses, age 46, joins the Company from First Bank, St. Louis, Missouri, where he served as Executive Vice President and Chief Financial Officer since 2021. Prior to joining First Bank, Mr. Moses served as Executive Vice President and Chief Financial Officer of Berkshire Hills Bancorp, Boston, Massachusetts, from 2016 to 2021. From 2011 to 2016, he served as Senior Vice President – Manager, Asset Liability Management of Webster Bank in Waterbury, Connecticut. Mr. Moses also has experience managing multiple product lines and serving as Head Mortgage Trader at M&T Bank in Buffalo, New York, where he was employed from 2007 to 2011.
In connection with his appointment, Mr. Moses entered into an offer letter with the Company on December 14, 2022. Mr. Moses’s offer letter provides for a base salary of $475,000 and an annual bonus equal to 75% of his base salary for 2023, subject to the achievement of performance goals, and based on a target of 75% of base salary for future years. Mr. Moses will be eligible to participate in the Company’s Long-Term Incentive Plan and will be granted an award valued at $670,000 for the 2023-2025 performance period, in the form of performance share units and restricted stock units. In addition, Mr. Moses will be entitled to a one-time sign-on cash award of $700,000 upon joining the Company, of which $500,000 will be paid on the first regularly scheduled pay date following the commencement of employment. The remaining $200,000 will be paid in the form of restricted stock units that vest 50% on the first anniversary of his employment start date and 50% on the second anniversary of his employment start date. Mr. Moses will be entitled to a relocation allowance of $100,000, which will be grossed up, will receive an annual $7,200 automobile allowance and will be eligible to participate in the Company’s benefit plans, including the Company’s Amended and Restated Executive Severance Plan.
A copy of the Company’s press release announcing Mr. Moses’s appointment is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated December 14, 2022 |
| 104 | Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST HAWAIIAN, INC. | ||
| Date: December 15, 2022 | By: |
/s/ Robert S. Harrison |
| Name: | Robert S. Harrison | |
| Title: | Chairman of the Board, President and Chief Executive Officer | |