v3.26.1
Share-based compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-based compensation Share-based compensation
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 June 30, 2026, approximately 2.4 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 1.6 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).
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 June 30, 2026, there were no shares remaining available for future issuance under the 2011 Director Plan. After all of the shares remaining under the 2011 Director Plan were issued, shares for nonemployee director grants of common stock were, and going forward will be, made from available shares under the EIP, which was amended in 2024 to provide for nonemployee director grants.
Share-based compensation expense and the related income tax benefit were as follows:
Three months ended June 30Six months ended June 30
(in millions)2026202520262025
HEI consolidated
Share-based compensation expense1
$2.6 $2.8 $3.8 $3.5 
Income tax benefit0.5 0.5 0.6 0.5 
Hawaiian Electric consolidated
Share-based compensation expense1
1.4 1.3 2.1 1.8 
Income tax benefit
0.3 0.2 0.4 0.3 
1    For the three and six months ended June 30, 2026 and 2025, the Company has not capitalized any share-based compensation.
Stock awards. HEI granted HEI common stock to nonemployee directors under the 2011 Director Plan and EIP as follows:
Three months ended June 30Six months ended June 30
(dollars in millions)2026202520262025
Shares granted92,380 117,590 92,380 117,590 
Fair value$1.2 $1.2 $1.2 $1.2 
Income tax benefit0.3 0.3 0.3 0.3 
The number of shares issued to each nonemployee director of HEI and Hawaiian Electric 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:
Three months ended June 30Six months ended June 30
2026202520262025
Shares(1)Shares(1)Shares(1)Shares(1)
Outstanding, beginning of period— $— 22,172 $42.41 22,172 $42.41 65,628 $42.09 
Granted— — — — — — — — 
Vested— — — — (22,172)42.41 (42,452)41.92 
Forfeited— — — — — — (1,004)42.41 
Outstanding, end of period— $— 22,172 $42.41 — $— 22,172 $42.41 
Total weighted-average grant-date fair value of shares granted (in millions)$— $— $— $— 
(1)    Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
For the six months ended June 30, 2026 and 2025, total restricted stock units and related dividends that vested had a fair value of $0.4 million and $0.5 million, respectively, and the related tax benefits were nil and $0.1 million, respectively.
As of June 30, 2026, there was no unrecognized compensation cost related to restricted stock units.
Long-term incentive plan payable in stock.  The 2024-26, 2025-27 and 2026-28 long-term incentive plans (LTIP) 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 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 & Human Capital Management Committee), in each case over the relevant three-year period. The other performance condition goals relate to Hawaiian Electric’s credit rating, public safety, funds from operations to total adjusted debt ratio and customer experience. The 2025-27 and 2026-28 LTIPs include 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.  Information about HEI’s LTIP grants linked to TSR was as follows:
Three months ended June 30Six months ended June 30
2026202520262025
Shares(1)Shares(1)Shares(1)Shares(1)
Outstanding, beginning of period838,780 $13.87 543,467 $13.50 543,467 $13.50 98,441 $31.36 
Granted — — — — 314,315 17.04 462,313 11.25 
Vested (issued or unissued and cancelled)— — — — (19,002)55.98 (17,287)54.92 
Forfeited(4,263)17.28 — — (4,263)17.28 — — 
Outstanding, end of period834,517 $13.85 543,467 $13.50 834,517 $13.85 543,467 $13.50 
Total weighted-average grant-date fair value of shares granted (in millions)$— $— $5.4 $5.2 
(1)    Weighted-average grant-date fair value per share determined using a Monte Carlo simulation model.
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:
20262025
Risk-free interest rate3.49%4.37%
Expected life in years33
Expected volatility65.3%64.7%
Range of expected volatility for Peer Group
16.8% to 65.3%
15.3% to 64.7%
Grant-date fair value (per share) (HEI)$17.04 $11.39 
Grant-date fair value (per share) (Hawaiian Electric)$17.04 $11.12 
There were no share-based LTIP awards linked to TSR with a vesting date in 2026 and 2025.
As of June 30, 2026, there was $7.1 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 1.8 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:
Three months ended June 30Six months ended June 30
2026202520262025
Shares(1)Shares(1)Shares(1)Shares(1)
Outstanding, beginning of period362,963 $13.09 438,967 $18.17 362,963 $13.09 438,967 $18.17 
Granted — — — — — — — — 
Vested — — — — — — — — 
Forfeited(17,051)13.09 — — (17,051)13.09 — — 
Outstanding, end of period345,912 $13.09 438,967 $18.17 345,912 $13.09 438,967 $18.17 
Total weighted-average grant-date fair value of shares granted (at target performance levels) (in millions)$— $— $— $— 
(1)    Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
There were no share-based LTIP awards linked to other performance conditions with a vesting date in 2026 and 2025.
As of June 30, 2026, there was $0.7 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 0.5 years.