Hawaiian Electric Industries : HEI 2025 Statistical Supplement

Published: 2025-03-28 16:49:51 ET HE

March 28, 2025

Dear Fellow Shareholder:

On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), I invite you to attend the 2025 Annual Meeting of Shareholders (2025 Annual Meeting) of HEI.

While the Notice of Annual Meeting of Shareholders and Proxy Statement that accompany this letter describe the business to be conducted at the 2025 Annual Meeting, and include other details about the 2025 Annual Meeting, I wanted to highlight a few items:

• The meeting will be held on Monday, May 12, 2025 at 10:00 a.m., Hawai'i time. To increase shareholder access and reduce the expenses associated with holding an in-person meeting, we will conduct our annual meeting virtually, entirely via live audio webcast. You will be able to listen to the official meeting, submit questions and vote your shares from any location with an Internet connection. Please see the accompanying Proxy Statement for more information on how to participate.

• Your vote is very important. Whether or not you attend the meeting, and no matter how many shares you own, it is important that your views be represented. Please vote by signing and returning your proxy card or by using telephone or internet voting. Instructions on how to vote are detailed in the "Voting Procedures" section of the Proxy Statement. Please note that you will need to retain the control number printed on your proxy card to attend the virtual 2025 Annual Meeting.

For further details on HEI's performance in 2024, please see my letter in the accompanying Annual Report, as well as the attached letter from our Board of Directors.

The Board of Directors and management team of HEI would like to express our appreciation to you for your confidence and support.

Aloha,

Scott W. H. Seu

President and Chief Executive Officer

A Message from Our Board of Directors

Dear Fellow Shareholder:

2024 was a pivotal year for our HEI family of companies. We made major strides in strengthening HEI's financial health, reducing wildfire risk and simplifying our enterprise so we can best serve our customers and communities for the long term.

Commitment to Our Mission

Since the August 2023 windstorm and wildfires, our companies have navigated the most complicated, challenging time in HEI's history. Among the most critical roles of the board and senior leadership - particularly in times of significant change and uncertainty - is to ensure we keep the organization focused on our core mission and long-term goals. This has meant grounding our decisions and our oversight responsibilities in what is needed to ensure the company can deliver on its commitment to serving our communities with safe, reliable, resilient and affordable electricity.

Rebuilding Financial Strength

Delivering on our mission requires us to have the financial strength to invest in wildfire safety, reliable generation and resilient transmission and distribution systems. We made significant progress in shoring up our financial position in 2024, including:

• Entering into a global settlement with six other defendants for the Maui wildfire tort litigation. Once fully approved, the settlement will provide financial support for those who suffered loss in the Maui wildfires, while improving our company's financial stability.

• Securing funding for the first settlement payment through an equity offering in the third quarter of 2024.

• Selling American Savings Bank, creating flexibility for how we fund future settlement payments and other needs.

By taking these and many other steps to enhance liquidity throughout the year, we ended 2024 on much stronger financial footing.

Strengthening Wildfire Safety and Resilience

Safety is the foundation of our customer mission. Over the past year, Hawaiian Electric has rapidly advanced efforts to reduce the risk of wildfires. In 2024, this work included investing approximately $120 million in wildfire safety improvements, launching a Public Safety Power Shutoff program, testing and replacing thousands of utility poles, upgrading miles of overhead power lines, clearing intrusive vegetation near electrical equipment and installing weather stations and AI-assisted high-definition video cameras across service territories. We are proud of the work our teams are doing to advance these important initiatives, which will strengthen Hawai'i's resilience and safety in the face of increasingly severe weather events.

In 2024, Hawaiian Electric Company, Inc. (Hawaiian Electric or the Utility) also continued its efforts to enhance resilience, reduce carbon emissions and increase energy security through expanding the use of renewables on the utility's grid. The Utility achieved a 36% renewable portfolio standard in 2024, up from 33% in 2023, keeping Hawaiian Electric on track to reach its interim goal of 40% renewable energy by 2030. The Utility was able to achieve 36% renewable energy while reducing customer rates, with the average residential bill decreasing 7% in 2024.

Simplifying Our Focus

We also took an important step to streamline our HEI enterprise strategy and enhance our focus on our core Utility business. After evaluating numerous paths forward for the bank and considering a range of factors - including transaction certainty, net proceeds, regulatory considerations and potential stakeholder impacts - we determined that selling American Savings Bank (ASB) to independent investors was the right next step for our companies and the people we serve. The sale provided proceeds that strengthened our financial flexibility and also had the benefit of continuing ASB's strong tradition of service for Hawai'i customers and support for our communities.

Looking Ahead

As a Board, we are proud of what our talented teams across the HEI family of companies accomplished in 2024. The actions the Board and management team took over the last year have laid the foundation for success in delivering on our customer mission and providing long-term value for shareholders.

On behalf of the Board, I thank you for your continued investment, confidence and support as we navigate a path toward a resilient and sustainable future for our company, our customers and communities, and our shareholders.

Aloha,

HEI Board of Directors

Admiral Thomas B. Fargo, Chair of the Board

Celeste A. Connors

Elisia K. Flores Peggy Y. Fowler Micah A. Kāne

William James Scilacci, Jr.

Scott W.H. Seu

Help us reduce our carbon footprint and conserve our natural resources.

CHOOSE E-DELIVERY

Electronic delivery helps reduce carbon emissions and the environmental impacts of printing and shipping materials.

To sign up for electronic delivery of all proxy materials, follow the instructions to vote using the internet. Once you enterwww.proxyvote.com, go to Delivery Settings, and indicate that you agree to receive or access proxy materials electronically in future years.

Notice of 2025 Annual Meeting of Shareholders

RECORD DATE

March 7, 2025.

BOARD RECOMMENDATION

Proposal 1

Election of seven directors to serve a one-year term expiring at the 2026 Annual Meeting of

FOR Each Nominee

Shareholders.

Proposal 2

Advisory vote to approve the compensation for HEI's named executive officers.

FOR

Proposal 3

Approval of Amended and Restated Articles of Incorporation to increase the number of

FOR

authorized shares of Common Stock.

Proposal 4

Ratification of the appointment of Deloitte & Touche LLP as HEI's independent registered public

FOR

accountant for 2025.

Transaction of such other business as may properly come before the 2025 Annual Meeting

Monday, May 12, 2025 at 10:00 a.m., Hawai'i Time.

TIME AND DATE

ITEMS OF BUSINESS

LOCATION

The 2025 Annual Meeting will be virtual, conducted entirely via live audio webcast. You will be able to attend, submit questions and vote during the 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/HE2025.

The 2024 Annual Report to Shareholders, which is not part of the proxy solicitation materials, has been mailed or made available electronically to shareholders, along with this Notice of 2025 Annual Meeting of Shareholders and accompanying Proxy Statement. Shareholders of record as of the close of business on the record date are entitled to receive notice of, attend, submit questions and vote at the 2025 Annual Meeting. To attend the virtual meeting via the internet, you must have the 16-digit control number printed on the Notice of Internet Availability, on your proxy card, or if your shares are held in street name, in the proxy materials sent to you by your broker or other holder of record.

On or about March 28, 2025, these proxy materials and annual report are being mailed or made available to shareholders.

HOW TO VOTE YOUR SHARES

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions. Shareholders of record may appoint proxies and vote their shares in one of four ways:

BEFORE THE MEETING

By Telephone: You can vote your shares by calling 1-800-690-6903.

By Internet: You can vote your shares online atwww.proxyvote.com.

By Mail: You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

DURING THE MEETING

By Internet: You can vote your shares online atwww.virtualshareholdermeeting.com/ HE2025.

Shareholders whose shares are held by a bank, broker or other financial intermediary (i.e., in "street name") should follow the voting instruction card provided by such intermediary.

Any proxy may be revoked in the manner described in the "Voting Procedures - Changing your vote" section of the accompanying Proxy Statement. It is important that you vote your shares. To ensure that your shares are voted, please follow the instructions on the proxy card to either complete and return the proxy card or vote by telephone or over the Internet. Mailing your proxy card or voting by telephone or over the Internet does not preclude you from changing your vote online during the 2025 Annual Meeting.

By Order of the HEI Board of Directors, Kurt K. Murao

Executive Vice President, General Counsel,

Chief Administrative Officer and Corporate Secretary

March 28, 2025

Important Notice Regarding the Internet Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on May 12, 2025

The accompanying Proxy Statement, 2024 Annual Report to Shareholders and 2024 Annual Report on Form 10-K are available atwww.hei.com

Table of Contents

PROXY SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROPOSAL NO. 1:

ELECTION OF SEVEN DIRECTORS ...............

Director Nominees for Election . . . . . . . . . . . . . . . . . . . . 2

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . 9

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . 15

Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . 17

PROPOSAL NO. 2:

ADVISORY VOTE TO APPROVE THE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . 21

Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

How We Make Compensation Decisions . . . . . . . . . . . . . . 23

We Use Comparative Market Data as a

Reference Point for Compensation . . . . . . . . . . . . . . . . . . 24

Additional Policies and Information . . . . . . . . . . . . . . . . . 26

What We Pay and Why: Compensation

Elements and 2024 Pay Decisions . . . . . . . . . . . . . . . . . . 28

COMPENSATION & HUMAN CAPITAL

MANAGEMENT COMMITTEE REPORT . . . . . . . . . . . . . . . 42

COMPENSATION & HUMAN CAPITAL MANAGEMENT

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION . . . 42

EXECUTIVE COMPENSATION TABLES . . . . . . . . . . . . . . . 43

Summary Compensation Table . . . . . . . . . . . . . . . . . . . . 43

EXHIBIT C: Amended and Restated Articles of Incorporation . .

GrantsofPlan-BasedAwards ..................... 45

Outstanding Equity Awards at 2024 Fiscal Year-End . . . . . . .

2024 Option Exercises and Stock Vested . . . . . . . . . . . . .

Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2024 Nonqualified Deferred Compensation . . . . . . . . . . .

Potential Payments Upon Termination or Change in Control . .

CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PayVersusPerformance ........................

PROPOSAL NO. 3:

APPROVAL OF AMENDED AND RESTATED ARTICLES

OF INCORPORATION TO INCREASE THE NUMBER OF

AUTHORIZED SHARES OF COMMON STOCK . . . . . . .

OF HEI'S NAMED EXECUTIVE OFFICERS . . . . . . . . . . 20

STOCK OWNERSHIP INFORMATION . . . . . . . . . . . . . . .

OTHER RELATIONSHIPS AND RELATED PERSON

TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AUDIT & RISK COMMITTEE REPORT . . . . . . . . . . . . . . . .

PROPOSAL NO. 4:

RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM FOR 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . .

ABOUT THE 2025 ANNUAL MEETING . . . . . . . . . . . . . .

VOTINGPROCEDURES ........................

OTHERINFORMATION ........................

EXHIBIT A: Reconciliation of GAAP to Non-GAAP Measures:

Incentive Compensation Adjustments . . . . . . . . . . . . . . . .

A-1

EXHIBIT B: 2024 Executive Incentive Compensation Plan . . . .

B-1

C-1

Proxy Summary

This summary contains highlights about our Company and the upcoming 2025 Annual Meeting. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully prior to voting.

VOTING MATTERS

MANAGEMENT PROPOSALS

BOARD VOTE RECOMMENDATION

PAGE

1. Election of seven directors

FOR Each Nominee

2. Advisory vote to approve the compensation for HEI's named executive officers

FOR

3. Approval of Amended and Restated Articles of Incorporation to increase the number of authorized

FOR

shares of Common Stock

4. Ratification of Appointment of Independent Auditor for 2025

FOR

ELECTION OF DIRECTORS

The following table provides summary information about the seven nominees for election to the Board of Directors (Board) of Hawaiian Electric Industries, Inc. (HEI or the Company). Additional information about all nominees may be found beginning on page 2.

NAME DIRECTOR SINCE PRIMARY OCCUPATION

INDEPENDENT COMMITTEE MEMBERSHIP OTHER

PUBLIC BOARDS

Celeste A. Connors

AGE 49

2019

Chief Executive Officer,

Hawai'i Green Growth Local 2030 Hub

ARC, NCGC

None

Elisia K. Flores

2021

Chief Executive Officer & Vice Chair, L&L Franchise Inc.

ARC, CC None Peggy Y. Fowler

2011

Former Chief Executive Officer, Portland General Electric Company CC (Chair), NCGC, EC Columbia Banking System, Inc.

Admiral Thomas B. Fargo

2005

President, Fargo Associates, LLC

CC, NCGC (Chair), EC (Chair)

The Greenbrier Companies Micah A. Kā ne

2019

President & Chief Executive Officer, Hawai'i Community Foundation CC, NCGC None William James Scilacci, Jr.

2019

Former Executive Vice President & Chief Financial Officer,

ARC (Chair), NCGC, EC None

Edison International

Scott W. H. Seu

2022

President & Chief Executive Officer, Hawaiian Electric Industries, Inc.

None

ARC - Audit & Risk Committee

CC - Compensation & Human Capital Management Committee EC - Executive Committee

NCGC - Nominating and Corporate Governance Committee

GOVERNANCE HIGHLIGHTS

HEI's governance is guided by the principle that shareholder value for our Company is linked to the value we bring to the customers and communities we serve. Highlights of our governance include:

CURRENT BOARD OF DIRECTORS

Independent Chair of the Board

YES

Number of independent directors

6of7

All Audit & Risk, Compensation & Human Capital Management and Nominating and Corporate Governance Committee members are

YES

independent

All directors attended at least 75% of meetings of the Board and Board committees on which they served in 2024

YES

Policy limitation on membership on other public company boards

YES

Annual Board and committee self-evaluations and periodic director self and peer review

YES

Directors required to submit resignation for Board consideration upon the end of their term after reaching age 75 or in the event of a

YES

significant change in their employment

Share ownership and retention requirements for directors and executives

YES

* For additional information see page 13.

CURRENT BOARD OF DIRECTORS

EXPERIENCE/EXPERTISE

Celeste A. Connors

TENURE(YEARS)

UTILITY/ENERGYINDUSTRY

LOCALHAWAI'ICOMMERCIAL

SUSTAINABILITY/ ENVIRONMENTALLEADERSHIP

RENEWABLEENERGYEXPERTISE

SENIORLEADERSHIP

ENTREPRENEURSHIP/ BUSINESSTRANSFORMATION

GOVERNMENT&REGULATION

FINANCIAL/ACCOUNTING

LEGAL&RISKMANAGEMENT

CORPORATEGOVERNANCE

Independent 6

Admiral Thomas B. Fargo, USN

Independent (Chair) 20

Elisia K. Flores

Independent 3

Peggy Y. Fowler

Independent 14

Micah A.Kāne

Independent 6

William James Scilacci, Jr.

Independent 6

Scott W. H. Seu

CEO 3

The lack of a mark for a particular item does not mean that the director does not possess that experience or is unable to contribute to the decision-making process in that area. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent area of expertise that the director brings to the Board.

GENDER AND ETHNICITY

ASIAN

NATIVEHAWAIIANOR OTHERPACIFICISLANDER

HISPANICORLATINO

BLACKORAFRICAN AMERICAN

WHITE

AMERICANINDIANOR ALASKANATIVE

FEMALE

MALE

Celeste A. Connors

Admiral Thomas B. Fargo, USN Elisia K. Flores

Peggy Y. Fowler Micah A. Kāne

William James Scilacci, Jr. Scott W. H. Seu

* Based on directors' self-reported ethnicity.

DELIVERING LONG-TERM SHAREHOLDER VALUE

DILUTED EARNINGS PER SHARE (EPS) RETURN ON AVERAGE COMMON EQUITY

2024 2023 2022

NET INCOME $(1,426M)

$(11.23)

Not Meaningful

$ $

199M 241M

$ 1.81 $ 2.20

8.8% 10.5%

TOTAL SHAREHOLDER RETURN (%)

EDISON ELECTRIC

S&P 500 INDEX INSTITUTE INDEX

2024 3-year 5-year 10-year

KBW REGIONAL

HEI

BANKING INDEX

(31.4)%

25.0%

19.1%

13.2%

(74.7)%

29.3%

10.0%

4.9%

(76.0)%

97.0%

27.3%

30.9%

(59.6)%

242.5%

109.3%

100.3%

Source: S&P Global Inc.

2024 FINANCIAL HIGHLIGHTS

In 2024, our core operations performed as expected, as we worked to resolve the Maui wildfire tort litigation while ensuring the long-term strength and resilience of our Company. Our 2024 net loss of $1,426 million included losses recorded for the accrual of estimated wildfire liabilities from tort-related legal claims and cross claims, as well as losses recorded in connection with the strategic review of Pacific Current, and strategic review and majority sale of ASB. Excluding these expenses and other Maui wildfire-related expenses, and excluding the operations of ASB (which is now included as "discontinued operations" in our financial statements), core net income from continuing operations was $124 million, down approximately 18% compared to last year.

EXECUTIVE COMPENSATION HIGHLIGHTS - PAYING FOR PERFORMANCE

Incentivizing Value Creation

The compensation program for our named executive officers is designed to focus executives on actions that create value for our customers, employees, communities and shareholders, with priorities evolving over time to align with the Company's strategic objectives.

Following the 2023 Maui windstorm and wildfires, for HEI and Hawaiian Electric Company, Inc. (Utility) executives, for the 2024 annual and long-term incentive programs, the HEI Compensation & Human Capital Management Committee added performance metrics focused on resilience and safety, including wildfire mitigation, generation reliability and system hardening.

Emphasis on Long-term and Performance-Based Compensation

Executive compensation is composed of four primary elements: base salary, performance-based annual incentives, performance-based long-term incentives earned over three years, and time-based long-term incentives consisting of restricted stock units or restricted cash awards vesting over three years. We balance variable pay and fixed pay, with a significant part of the total compensation opportunities for each named executive officer linked to the Company's financial, market and operational results. The compensation program also balances the importance of achieving long-term strategic objectives and critical short-term goals that are linked to long-term objectives.

iii

Disclaimer

HEI - Hawaiian Electric Industries Inc. published this content on March 28, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on March 28, 2025 at 20:47 UTC.