HEI Nonemployee Directors Compensation Schedule Effective January 1, 2011
This document outlines the compensation schedule for nonemployee directors of Hawaiian Electric Industries, Inc. (HEI), American Savings Bank (ASB), and Hawaiian Electric Company (HECO), effective January 1, 2011. It details annual cash retainers, committee chair and member fees, extra meeting fees, and equity compensation for board and committee service. The schedule specifies different compensation levels for directors serving on multiple boards and includes provisions for prorated equity grants for new directors. The agreement ensures transparent and structured compensation for nonemployee directors across the three entities.
HEI Exhibit 10.14
Nonemployee Directors Compensation Schedule
Changes Effective January 1, 2011
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| Effective 1/1/2011 |
| Until 12/31/2010 |
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| HEI Board - Annual Cash Retainers (paid quarterly) |
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| HEI Chairman of the Board |
| $ | 250,000 |
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| HEI Director |
| $ | 65,000 |
| $ | 40,000 |
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| HEI Audit Committee Chair |
| $ | 15,000 |
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| HEI Audit Committee Member |
| $ | 6,000 |
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| HEI Compensation Committee Chair |
| $ | 15,000 |
| $ | 10,000 |
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| HEI Compensation Committee Member |
| $ | 6,000 |
| $ | 4,000 |
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| HEI Nominating & Corporate Governance Committee Chair |
| $ | 10,000 |
| $ | 5,000 |
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| HEI Nominating & Corporate Governance Committee Member |
| $ | 4,000 |
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| ASB Board - Annual Cash Retainers (paid quarterly) *** |
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| ASB Directors who are not also HEI Directors |
| $ | 40,000 |
| $ | 25,000 |
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| ASB Audit Committee Chair |
| $ | 12,500 |
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| ASB Audit Committee Member |
| $ | 5,000 |
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| HECO Board - Annual Cash Retainers (paid quarterly) *** |
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| HECO Directors who are not also HEI Directors |
| $ | 40,000 |
| $ | 25,000 |
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| HECO Audit Committee Chair |
| $ | 10,000 |
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| HECO Audit Committee Member |
| $ | 4,000 |
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| HEI, ASB and HECO Committees - Extra Meeting Fees (per add’l meeting attended) |
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| HEI Audit Committee Member |
| $ | 1,500 | * | $ | 1,250 after 8 mtgs |
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| ASB Audit Committee Member** |
| $ | 1,000 | ** |
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| HECO Audit Committee Member** |
| $ | 750 | ** |
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| HEI Compensation Committee Member |
| $ | 1,500 | * | $ | 500 after 6 mtgs |
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| HEI Nominating & Corporate Governance Committee Member |
| $ | 1,500 | * | $ | 500 after 6 mtgs |
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* Earned per extra meeting, after attending 6 meetings during the calendar year
**Earned per extra meeting, after attending 8 meetings during the calendar year
| HEI, ASB and HECO Boards - Equity Compensation *** |
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| HEI Director - annual grant (paid on last day of June) |
| shares valued at $75K |
| 1,800 shares |
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| New HEI Director (one-time grant during first year of service) |
| shares valued at $75K, prorated on start date |
| 2,000 shares |
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| HECO and ASB only Directors -annual grant (last day of June) |
| shares valued at $40K |
| 1,000 shares |
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| New HECO and ASB only Directors (one-time grant during first year of service) |
| shares valued at $40K, prorated on start date |
| 1,000 shares |
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*** For ASB and HECO directors who are also HEI directors, ASB and HECO will pay a pro rata portion of each such director’s total compensation (cash and equity value).
