HE Hawaiian Electric Industries Inc - 8-K

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Scott T. DeGhetto’s term as the Company’s Executive Vice President & Chief Financial Officer, or principal financial officer (“PFO”), ended on April 1, 2026. On April 6, 2026, the Company entered into a Consultant Services Agreement (the “Agreement”) with Mr. DeGhetto, through his wholly-owned and self-managed limited liability company, Emberstone, LLC (“Mr. DeGhetto”), to advise the Company on debt and equity financing, corporate dispositions and other market-related projects reasonably requested by the Company’s Chief Executive Officer (the “Services”). The Agreement has a term of one year ending on April 5, 2027, unless terminated earlier pursuant to the terms of the Agreement (the “Term”). During the Term, Mr. DeGhetto will be paid a monthly fee of $200,000, plus the amount of applicable general excise or use taxes (the “Fee”). In addition to the Fee, at the end of the Term, Mr. DeGhetto will be paid $1,350,000, plus the amount of applicable general excise or use taxes, for performing certain special projects described in the Agreement (the “Special Projects Fee”). The Fee and Special Projects Fee will be prorated if the Agreement is terminated before the end of the Term by the Company for Cause, as defined in the Agreement, or by Mr. DeGhetto for any reason. The Company will also reimburse Mr. DeGhetto for reasonable out-of-pocket business expenses incurred in performing the Services.

The Fee and Special Service Fee are in addition to the previously reported $800,000 to be paid for consulting services performed through March 1, 2027, that was part of the compensation package approved for Mr. DeGhetto in November 2024. For more information, see Item 5 of the Form 10-Q filed with the SEC on November 8, 2024.

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