Hawaiian Electric Industries (HE) Proxy Filing summary

Executive summary

• Supplement provides updated details on executive severance plans and policies, reflecting recent changes and the impact of the ASB Disposition as of December 31, 2024.

• Enhanced severance benefits were implemented to address executive retention and recruitment challenges following significant financial distress and leadership turnover.

Executive compensation and say-on-pay

• Severance plans offer lump sum payments: two times base salary for CEOs, one and a half times for other NEOs, plus pro-rata annual bonus and accelerated vesting of long-term awards upon qualifying termination.

• Change-in-control agreements provide double-trigger benefits, including lump sum severance (three times for CEO, two times for others), continued insurance, and outplacement services.

• Payments and vesting of awards are pro-rated based on service and performance, with specific provisions for death, disability, retirement, and change in control.

• No tax gross-ups are provided; severance is capped to comply with tax deductibility limits.

• ASB Severance Policy offers 1.5x highest base salary and 18 months of health benefits for eligible executives, with accelerated vesting in certain change-in-control scenarios.

Board of directors and corporate governance

• Compensation & Human Capital Management Committee, with input from an independent consultant, approved the new severance plans to strengthen executive retention.