HAWAIIAN ELECTRIC INDUSTRIES INC (HE)
Sector: Utilities
2026 Annual Meeting Analysis
HAWAIIAN ELECTRIC INDUSTRIES INC · Meeting: June 11, 2026
Directors FOR
6
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Twelve Directors
Against Analysis
Ms. Connors has served since 2019, giving her full overlap with the 3-year underperformance period; HEI's stock has fallen roughly 61% over three years while the company's peer group gained 41% on average, a gap of about 102 percentage points that far exceeds the 20-point threshold — and the 5-year record is equally poor, confirming this is not a temporary dip.
Ms. Flores has served since 2021, providing meaningful overlap with the underperformance period; the same severe stock performance gap that applies to other incumbent directors applies here, and the 5-year record does not provide a mitigating longer-term track record.
Ms. Fowler has served since 2011 and has the longest tenure of any incumbent, meaning she bears the most accountability for long-term performance; shareholders have lost roughly 61% over three years and 61.5% over five years while peer utilities gained substantially, and the 5-year gap of -113 percentage points confirms the underperformance is not a recent aberration.
Mr. Kane has served since 2019, providing full overlap with the 3-year underperformance window; the catastrophic stock performance gap versus peers holds across both 3-year and 5-year periods, so the 5-year mitigant does not apply.
Mr. Scilacci has served since 2019 and chairs the Audit & Risk Committee, giving him full overlap with the underperformance period and heightened accountability; the 5-year record is equally poor, so no mitigating longer-term track record exists.
Mr. Seu has served as a director since 2022 and as CEO since that year, providing meaningful overlap with the underperformance period; as the policy makes clear, executive directors including the CEO are subject to the same TSR trigger, and this vote is independent of the Say on Pay evaluation — the stock is down roughly 61% over three years against peers that gained 41%, a gap that triggers a no vote regardless of his role.
For Analysis
New nominee with no prior tenure on the HEI board, making him exempt from the TSR underperformance trigger; brings strong utility CFO and investment banking credentials.
New nominee with no prior tenure on the HEI board, exempt from the TSR trigger; brings relevant leadership, risk management, and military/government expertise.
New nominee to the HEI board with no prior HEI director tenure, making him exempt from the TSR underperformance trigger; brings insurance, regulatory, and community leadership experience relevant to the utility business.
New nominee to the HEI board with no prior HEI director tenure and therefore exempt from the TSR trigger; as CEO of Hawaiian Electric she brings directly relevant utility operational expertise.
New nominee to the HEI board with no prior HEI director tenure, exempt from the TSR trigger; brings deep utility CEO experience from Puget Sound Energy and El Paso Electric.
New nominee to the HEI board with no prior HEI director tenure, exempt from the TSR trigger; brings local Hawaii business and community leadership experience relevant to the utility's customer base.
Of the 12 nominees, 6 are new to the HEI board and are exempt from the TSR trigger. The 6 incumbent directors — Connors, Flores, Fowler, Kane, Scilacci, and Seu — all served during the severe 3-year underperformance period in which HEI's stock fell roughly 61% while peer utilities gained 41% on average (a gap of about 102 percentage points, far exceeding the 20-point threshold for companies with negative absolute TSR). The 5-year record is equally poor (gap of -113 percentage points), meaning the 5-year mitigant that could soften the vote does not apply. Votes AGAINST all six incumbents are warranted. All six new nominees receive FOR votes.
Say on Pay
✓ FORCEO
Scott W. H. Seu
Total Comp
$4,430,919
Prior Support
94%%
The CEO's total reported compensation of approximately $4.4 million is within a reasonable range for a CEO at a ~$2.6 billion utility holding company, and the prior year say-on-pay vote received 94% support — well above the 70% threshold that would require a response. The pay program includes meaningful performance conditions tied to wildfire resilience, safety, financial results, and relative total shareholder return over multi-year periods, and the company has a proper clawback policy in place. While the stock has significantly underperformed peers, the company took steps to address retention challenges arising from the Maui wildfire crisis — including partially shifting from equity to cash-based pay to avoid additional dilution — and the pay-for-performance design (including zero payout on long-term equity due to poor relative TSR) demonstrates that the incentive structure is working as intended by reducing executive pay when shareholders suffer.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table in the text provided, so the non-audit fee ratio cannot be calculated and the tenure trigger cannot be confirmed; in the absence of confirmed data triggering a no vote, the policy defaults to FOR. Deloitte is a Big 4 firm appropriate for a company of HEI's size and complexity.
Overall Assessment
The 2026 HEI annual meeting features three proposals: director elections, Say on Pay, and auditor ratification. The most significant issue is the board's severe stock underperformance — HEI shares have fallen roughly 61% over three years and five years while peer utilities gained substantially — which triggers against votes for all six incumbent directors, while six new nominees joining from the Hawaiian Electric subsidiary board receive FOR votes. The Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing