Governance and Ethics

Huntington Bancshares Incorporated, the holding company parent of Huntington Bank is committed to strong corporate governance and ethical business practices, which are critical to our long-term growth ambitions and help create value for those we serve. The company's governance structure is designed to align our strategic objectives with the interests of our stakeholders, ensuring that the Board of Directors and Executive Leadership Team (ELT) are actively engaged in executing our long-term vision.

Corporate Governance Structure

Huntington and our Board are dedicated to strong corporate governance and to continually enhancing our practices so that we are better positioned to create shareholder value over time. Our Board is structured to provide effective and independent oversight of Huntington’s corporate governance framework.

The Board of Directors reviews the strategy, risk appetite, and ethical standards for the entire organization. It is responsible for conducting succession planning for the CEO and certain members of the ELT. The Board consists of 12 Directors, 10 of whom are independent. Each Board committee is chaired by an independent Director equipped with the knowledge and expertise to effectively carry out the committee's responsibilities. Directors are elected annually with a majority vote standard.

Our Board currently has six standing committees:

Risk Oversight Committee
Audit Committee
Human Resources and Compensation Committee
Executive Committee
Technology Committee
Nominating and Corporate Governance Committee

Board Assessment, Refreshment and Succession Planning

The Nominating and Corporate Governance Committee assesses the size and composition of the Board at least annually to ensure that the appropriate knowledge, skills, and experiences are represented. The Board recognizes the importance of a well-rounded membership to ensure sufficient experience for leadership positions, continuity, and institutional knowledge through economic cycles and business climates. Huntington’s Corporate Responsibility program is overseen by the Board’s Nominating and Corporate Governance Committee.

Governance at a Glance

Board of Director Bios

Board Committee Composition

Committee Charters

Governance Documents

Codes of Ethics

Huntington’s Code of Conduct and Ethics, which is overseen by the Nominating and Corporate Governance Committee, applies to all our colleagues and, where applicable, to our Directors and to colleagues and directors of our affiliates. Our colleagues serving as CEO, CFO, Corporate Controller, and Principal Accounting Officer are also bound by a Financial Code of Ethics for CEO and Senior Financial Officers, which is overseen by the Audit Committee. The Corporate Governance Guidelines, the Code of Conduct and Ethics, and the Financial Code of Ethics for CEO and Senior Financial Officers are posted on the Governance Documents page of our website at ir.huntington.com. Any amendments or waivers with respect to the Financial Code of Ethics for CEO and Senior Financial Officers would also be disclosed on our website.

We have also adopted a Service Provider Code of Conduct that sets forth our expectations with respect to service providers. Areas covered by the Service Provider Code of Conduct include ethical business practices, labor and human rights, health and safety, Corporate Responsibility, privacy and confidentiality.

Shareholder Outreach and Engagement

We value the views of our investors and welcome feedback from them. The Nominating and Corporate Governance Committee, on behalf of our Board, oversees our outreach and engagement practices. Typically, members of management, and on occasion the independent Lead Director, hold conversations about governance and executive compensation matters with our largest investors biannually.

Huntington believes that shareholder engagement is an ongoing process that should occur throughout the year during multiple touchpoints. Therefore, we have developed a robust process that allows us to maintain contact with shareholders and other market participants throughout the year. In addition to hearing from investors about their positions and expectations, we seek to develop and strengthen relationships with them.

Independence of Directors

To be considered independent under the Nasdaq Rules, the Board must determine that the Director does not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. These Nasdaq Rules also provide bright‑line tests that preclude a determination of independence.

Our Board and the Nominating and Corporate Governance Committee reviews and evaluates applicable and relationships with Board members to determine the independence of each Director annually.

Enterprise Risk Management

Huntington's approach to risk management is a continuous process owned by all colleagues and deeply ingrained in the company's culture. The Risk Governance Framework and Risk Appetite Statement serve as the basis for consistent, effective risk management. The framework outlines seven enterprise risk pillars, including compliance, credit, liquidity, market, operational, reputation, and strategic risks. The company's risk appetite is aggregate moderate-to-low.

Cyber threats and data breaches are considered top risks for Huntington. The company invests in innovative technologies and resources to mitigate these risks while maintaining strong foundational capabilities. Huntington's cybersecurity governance process provides standardized procedures to manage risks, implement safeguards, and report potential breaches. The Board's Technology Committee is regularly updated on evolving standards, vulnerability assessments, third-party and independent reviews, and information security.

Government Relations

An important part of Huntington’s commitment to community includes active participation in the civic and political processes that impact the lives of our customers, shareholders, and colleagues. Huntington’s Government Relations team manages all of the public affairs activities of the Company to support Huntington’s business operations and our ability to serve our customers and communities.

Political Action Committee

HBI-PAC, Huntington's political action committee, makes bipartisan campaign contributions in compliance with local, state, and federal election laws. All HBI-PAC funds are voluntary donations from eligible colleagues. The committee supports political candidates and committees that believe in and encourage a thriving business environment in which Huntington can strengthen communities, serve customers, and support colleagues and shareholders.

Ensuring Crisis Preparedness

Huntington's Enterprise Incident Management Team monitors geopolitical events and critical infrastructure incidents to update and coordinate the company's security posture and conduct appropriate contingency planning. The company's cyber crisis incident response playbooks and communication plans are regularly evaluated for alignment across teams and colleagues. Business continuity plans are designed to support the resilience of the business in the face of disruption.

Security and Privacy

Huntington is committed to the safety, security, and privacy of its customers and colleagues. The company leverages forward-thinking innovations in its operations to protect the confidentiality, integrity, and availability of information. Huntington's Information Security Program establishes a management framework that defines, develops, implements, documents, and maintains information security processes. The program supports compliance with federal and state regulations, FFIEC (Federal Financial Institutions Examinations Council) Examination Guidance, and industry-accepted security standards.

Strong corporate governance and ethical practices help us thoughtfully manage emerging and novel risks. We strive to be disciplined and trustworthy, and to provide banking products and services in a fair and responsible manner.