BANK OF HAWAII CORPBOH

BANK OF HAWAII CORP Stock Compensation Disclosure

10-KFiled Feb 24, 20262 min read
Share-Based Compensation
The Company has share-based compensation plans which allow grants of stock options, restricted stock, stock appreciation rights, and restricted stock units to its employees and non-employee directors. Restricted stock provides grantees with rights to shares of common stock upon completion of one or more criteria, including service period, performance or other conditions as established by the Compensation Committee, such as vesting tied to the Company’s financial performance relative to the peer group or achievement of an absolute financial performance target. During the restriction period, all shares are considered outstanding and dividends are paid on the restricted stock. Generally, restricted stock vests over periods ranging from one year to five years from the date of grant. Restricted stock and dividends may be forfeited if an employee terminates prior to vesting.
As of December 31, 2025, total shares authorized under the plans were 2.4 million shares, of which 1.3 million shares were available for future grants.
The Company recognizes compensation expense, measured as the fair value of the share-based award on the date of grant, on a straight-line basis over the requisite service period. Share-based compensation is recorded in the consolidated statements of income as a component of salaries and benefits for employees and as a component of other noninterest expense for non-employee directors, with a corresponding increase to capital surplus in shareholders’ equity. For the years ended December 31, 2025, 2024 and 2023, compensation expense and the related income tax benefit recognized for restricted stock were as follows:
(dollars in thousands)202520242023
Compensation Expense$16,243 $14,444 $15,656 
Income Tax Benefit4,308 3,832 4,153 
Restricted Stock
As of December 31, 2025, unrecognized compensation expense related to unvested restricted stock was $21.2 million. The unrecognized compensation expense is expected to be recognized over a weighted average period of 2.00 years.
The following table presents the activity for restricted stock:
Number of SharesWeighted Average Grant Date Fair
Value		Grant Date Fair Value of Restricted Stock that Vested During the Year (in thousands)
Unvested as of December 31, 2022540,669$87.81 
Granted201,37867.78 
Vested(129,294)86.47 $9,190 
Forfeited(33,965)85.13 
Unvested as of December 31, 2023578,788$81.30 
Granted236,99263.57 
Vested(210,125)83.58 $12,825 
Forfeited(5,240)69.23 
Unvested as of December 31, 2024600,415$73.61 
Granted208,70772.77 
Vested(140,843)80.10 $9,853 
Forfeited(17,186)69.93 
Unvested as of December 31, 2025651,093$72.03 
1.As of December 31, 2025 and 2024, 114,521 shares and 106,072 shares, respectively, were unvested from service-based grants.

Historical Timeline

Fiscal YearFiled
2025Feb 24, 2026Showing above
2024Mar 4, 2025
2023Feb 29, 2024
2022Mar 1, 2023
2021Mar 1, 2022
2020Mar 1, 2021
2019Mar 2, 2020
2018Mar 1, 2019
2017Feb 28, 2018
2016Feb 27, 2017
2015Feb 29, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&ELeasesSegmentsDebtCommitmentsNew StandardsPay vs Performance