Independent
Tenure on this board
New nominee
12 nominees · 3 ballot items.
Three management proposals: (1) Election of twelve directors for one-year terms; (2) Advisory (“say-on-pay”) vote to approve the compensation of HEI’s named executive officers; and (3) Ratification of the appointment of Deloitte & Touche LLP as HEI’s independent registered public accounting firm for 2026.
Elect twelve directors (six incumbent HEI directors and six current Hawaiian Electric directors) to serve one-year terms until the 2027 Annual Meeting, aligning HEI governance with its pure-play utility structure.
A non-binding advisory (“say-on-pay”) vote asking shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed compensation program for its named executive officers. Management frames the vote as affirmation of a pay program designed around pay-for-performance principles with four main elements: base salary, annual performance-based incentives, long-term performance-based incentives, and long-term time-based incentives. The Compensation & Human Capital Management Committee emphasized metrics tied to resilience and safety (including wildfire mitigation, generation reliability, and system hardening) and a rebalancing in 2025 that temporarily shifted some awards from equity to cash to mitigate dilution during a period of stock volatility following the Maui wildfires. Notably, the committee linked portions of CEO and Utility CEO annual cash incentives to the timing of Maui tort settlement payments, making payouts contingent on settlement payment installments through 2029, which introduces an atypical timing and retention feature tied to litigation resolution. The committee uses independent compensation consultants, peer benchmarking, and risk assessments to justify program design and retains governance safeguards such as clawbacks, stock ownership requirements, and prohibitions on hedging and pledging. The vote is advisory and non-binding; however, management points to high prior support (approximately 94% in 2025) and commits to consider the vote outcome when making future compensation decisions. For investors evaluating the proposal, key considerations include the alignment of metrics with long-term utility resilience, the temporary shift to cash-based awards to address extraordinary stock volatility, the contingent payout structure tied to tort settlement timing, and the committee’s governance processes and disclosures supporting the recommendation to vote FOR the proposal.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HORIZON KINETICS ASSET MANAGEMENT LLC | 12.53% | 21,635,294 | $321M |
| 2 | BlackRock, Inc. | 10.58% | 18,266,469 | $271M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.94% | 10,260,660 | $152M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 7,454,352 | $111M |
| 5 | STATE STREET CORP | 3.95% | 6,816,761 | $101M |
| 6 | T. Rowe Price Investment Management, Inc. | 3.60% | 6,210,087 | $92M |
| 7 | BlackRock, Inc. | 3.03% | 5,223,628 | $78M |
| 8 | Quantinno Capital Management LP | 2.03% | 3,512,517 | $52M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 3,487,544 | $52M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.94% | 3,343,612 | $50M |
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