HAWAIIAN ELECTRIC INDUSTRIES INCHE
HAWAIIAN ELECTRIC INDUSTRIES INC Stock Compensation Disclosure
Note 12 · Share-based compensation | ||
As a result of the ASB sale transaction on December 31, 2024, previously recorded share-based awards to ASB participants under the EIP (defined below) were cancelled. Unless otherwise noted, amounts in the share-based compensation footnote include discontinued operations.
Under the 2010 Equity and Incentive Plan, as amended and restated effective February 9, 2024 (EIP), HEI can issue shares of common stock as incentive compensation to nonemployee directors and selected employees and consultants in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares and other share-based and cash-based awards.
As of December 31, 2025, approximately 2.5 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 1.2 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 2023 will vest and be issued in unrestricted stock in 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 and are paid at the end of the restriction period when the associated restricted stock units vest.
Stock performance awards granted under the 2025-27, 2024-26 and 2023-25 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 and its principal subsidiaries. As of December 31, 2025, there were 41,964 shares remaining available for future issuance under the 2011 Director Plan. After all of the shares remaining under the 2011 Director Plan have been issued or reserved for issuance, nonemployee director grants of common stock will be made under the EIP, which was amended in 2024 to provide for nonemployee director grants.
Share-based compensation expense and the related income tax benefit from continuing operations were as follows:
| (in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| HEI consolidated | |||||||||||||||||
Share-based compensation expense1 | $ | 3.4 | $ | 3.6 | $ | 6.8 | |||||||||||
| Income tax benefit | 0.5 | 0.3 | 1.4 | ||||||||||||||
| Hawaiian Electric consolidated | |||||||||||||||||
Share-based compensation expense1 | 1.9 | 1.8 | 3.3 | ||||||||||||||
| Income tax benefit | 0.4 | 0.2 | 0.8 | ||||||||||||||
1For 2025, 2024 and 2023, the Company has not capitalized any share-based compensation.
Stock awards. HEI granted HEI common stock to nonemployee directors under the 2011 Director Plan as follows:
| (dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Shares granted | 126,213 | — | 40,450 | ||||||||||||||
| Fair value | $ | 1.3 | $ | — | $ | 1.5 | |||||||||||
| Income tax benefit | 0.3 | — | 0.4 | ||||||||||||||
The number of shares issued to each nonemployee director of HEI and its principal subsidiaries is determined based on the closing price of HEI common stock on the grant date.
Restricted stock units. Information about HEI’s grants of restricted stock units was as follows:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | (1) | Shares | (1) | Shares | (1) | ||||||||||||||||||||||||||||||
| Outstanding, January 1 | 65,628 | $ | 42.09 | 189,024 | $ | 41.23 | 182,528 | $ | 39.75 | ||||||||||||||||||||||||||
| Granted | — | — | — | — | 100,088 | 42.41 | |||||||||||||||||||||||||||||
| Vested | (42,452) | 41.92 | (98,084) | 40.43 | (84,794) | 39.41 | |||||||||||||||||||||||||||||
Cancelled (2) | — | — | (24,241) | 42.06 | — | — | |||||||||||||||||||||||||||||
| Forfeited | (1,004) | 42.41 | (1,071) | 41.97 | (8,798) | 41.63 | |||||||||||||||||||||||||||||
| Outstanding, December 31 | 22,172 | $ | 42.41 | 65,628 | $ | 42.09 | 189,024 | $ | 41.23 | ||||||||||||||||||||||||||
Total weighted-average grant-date fair value of shares granted (in millions) | $ | — | $ | — | $ | 4.2 | |||||||||||||||||||||||||||||
(1)Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
(2)Represents activity of discontinued operations.
For 2025, 2024 and 2023, total restricted stock units and related dividends that vested had a fair value of $0.5 million, $1.4 million and $3.7 million, respectively, and the related tax benefits were $0.1 million, $0.3 million and $0.8 million, respectively.
As of December 31, 2025, there was $0.1 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 0.1 years.
Long-term incentive plan payable in stock. The 2023-25, 2024-26 and 2025-27 LTIPs provide for performance awards under the EIP of shares of HEI common stock based on the satisfaction of performance goals. 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 220% of the number of target shares, depending on the achievement of the goals. The 2023-25 and 2024-26 LTIP performance goals include a market condition goal. The market condition goal is based on HEI’s total shareholder return (TSR) compared to the Peer Group (the Company's compensation peer group consisting of companies in the EEI Index and approved by the Company's Compensation and Human Capital Management Committee), in each case over the relevant three-year period. The other performance condition goals relate to cumulative EPS and return on average common equity (ROACE) and Hawaiian Electric’s net income growth, ROACE, carbon emissions reduction, credit rating, public safety, funds from operations to total adjusted debt ratio and customer experience. The 2025-27 LTIP includes other performance goals (described above) and a relative TSR payout modifier, which may adjust the payout shares based on the relative TSR result. The relative TSR modifier is based on HEI’s TSR compared to the Peer Group.
LTIP linked to TSR (payout modifier for 2025-27 LTIP and performance goal). Information about HEI’s LTIP grants linked to TSR was as follows:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | (1) | Shares | (1) | Shares | (1) | ||||||||||||||||||||||||||||||
| Outstanding, January 1 | 98,441 | $ | 31.36 | 76,477 | $ | 50.11 | 71,574 | $ | 47.67 | ||||||||||||||||||||||||||
| Granted | 462,313 | 11.25 | 62,152 | 17.28 | 27,123 | 55.98 | |||||||||||||||||||||||||||||
| Vested (issued or unissued and cancelled) | (17,287) | 54.92 | (28,577) | 41.12 | (18,691) | 48.62 | |||||||||||||||||||||||||||||
Cancelled (2) | — | — | (10,821) | 55.46 | — | — | |||||||||||||||||||||||||||||
| Forfeited | — | — | (790) | 55.64 | (3,529) | 53.72 | |||||||||||||||||||||||||||||
| Outstanding, December 31 | 543,467 | $ | 13.50 | 98,441 | $ | 31.36 | 76,477 | $ | 50.11 | ||||||||||||||||||||||||||
Total weighted-average grant-date fair value of shares granted (in millions) | $ | 5.2 | $ | 1.1 | $ | 1.5 | |||||||||||||||||||||||||||||
(1)Weighted-average grant-date fair value per share determined using a Monte Carlo simulation model.
(2)Represents activity of discontinued operations.
The grant date fair values of the LTIP awards linked to TSR were determined using a Monte Carlo simulation model utilizing actual information for the common shares of HEI and the Peer Group for the period from the beginning of the performance period to the grant date and estimated future stock volatility of HEI and the Peer Group over the remaining three-year performance period. The expected stock volatility assumptions for HEI and the 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.
The following table summarizes the assumptions used to determine the fair value of the LTIP awards linked to TSR and the resulting fair value of LTIP awards granted:
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | 4.37 | % | 4.25 | % | 4.19 | % | |||||||||||
| Expected life in years | 3 | 3 | 3 | ||||||||||||||
| Expected volatility | 64.7 | % | 52.5 | % | 33.1 | % | |||||||||||
| Range of expected volatility for Peer Group | 15.3% to 64.7% | 12.3% to 52.5% | 28.7% to 38.8% | ||||||||||||||
Grant date fair value (per share) (HEI) | $ | 11.39 | $ | 17.28 | $ | 55.98 | |||||||||||
Grant date fair value (per share) (Hawaiian Electric) | $ | 11.12 | $ | 17.28 | $ | 55.98 | |||||||||||
There were no share-based LTIP awards linked to TSR with a vesting date in 2025, 2024 and 2023.
As of December 31, 2025, there was $3.8 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 1.9 years.
LTIP awards linked to other performance conditions. Information about HEI’s LTIP awards payable in shares linked to other performance conditions was as follows:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | (1) | Shares | (1) | Shares | (1) | ||||||||||||||||||||||||||||||
| Outstanding, January 1 | 438,967 | $ | 18.17 | 327,085 | $ | 39.44 | 309,589 | $ | 39.50 | ||||||||||||||||||||||||||
| Granted | — | — | 362,963 | 13.09 | 108,499 | 42.41 | |||||||||||||||||||||||||||||
| Vested | — | — | (113,118) | 34.93 | (62,778) | 48.07 | |||||||||||||||||||||||||||||
Increase above target/(cancelled) due to performance | (76,004) | 42.41 | (91,521) | 41.31 | (13,153) | 36.59 | |||||||||||||||||||||||||||||
Cancelled (2) | — | — | (43,277) | 41.86 | — | — | |||||||||||||||||||||||||||||
| Forfeited | — | — | (3,165) | 42.06 | (15,072) | 42.19 | |||||||||||||||||||||||||||||
| Outstanding, December 31 | 362,963 | $ | 13.09 | 438,967 | $ | 18.17 | 327,085 | $ | 39.44 | ||||||||||||||||||||||||||
Total weighted-average grant-date fair value of shares granted (at target performance levels) (in millions) | $ | — | $ | 4.8 | $ | 4.6 | |||||||||||||||||||||||||||||
(1)Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
(2)Represents activity of discontinued operations.
There were no share-based LTIP awards linked to other performance conditions with a vesting date in 2025. For 2024 and 2023, total vested LTIP awards linked to other performance conditions and related dividends had a fair value of $1.7 million and $2.9 million, respectively, and the related tax benefits were $0.3 million and $0.6 million, respectively.
As of December 31, 2025, there was $1.6 million of total unrecognized compensation cost related to the nonvested shares linked to performance conditions other than TSR. The cost is expected to be recognized over a weighted-average period of 1.0 year.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 23, 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.