March 11, 2021

Dear Fellow Shareholders:

We are pleased to invite you to the 2021 Annual Meeting of Shareholders to be held on Wednesday, April 21, 2021, at 2:00 pm Eastern Time virtually via webcast. Despite this year’s meeting being a virtual meeting, we hope that you will join and participate. We will consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year.

In 2020, we rose to the unprecedented challenges presented by living our purpose—to make people’s lives better, help businesses thrive, and strengthen the communities we serve. Guided by our purpose, we focused on the health and safety of our colleagues and customers, maintained our business resiliency, and continued to serve our customers and communities. We also focused on our strategic long-range plans to build the leading People-First, Digitally Powered bank with investments in customer experience, product differentiation, and key growth strategies. We continued to drive organic revenue growth, manage our expense growth to fund further investment, and delivered solid financial results and annual positive operating leverage on an adjusted basis for the eighth consecutive year.

On December 13 we announced a definitive agreement to acquire TCF Financial creating a top U.S. regional bank. The combined company positions Huntington for enhanced profitability and scale, revenue growth opportunities, significant cost synergies, and a strengthened market position driving increased long-term shareholder value. The merger is expected to close in the second quarter of 2021 subject to regulatory approvals, approval by the shareholders of each company, and customary closing conditions.

We remain grateful to our talented colleagues and our directors for their steadfast commitment, invaluable advice, and guidance throughout the year.

Details of the business to be conducted at the annual meeting and how to participate at the meeting are provided in the attached Notice of Annual Meeting and Proxy Statement. Your vote is important to us. Whether or not you plan to attend the annual meeting, we encourage you to read the Proxy Statement carefully. Please vote via internet, telephone, or mail to ensure that your shares are represented.

Thank you for your support of Huntington.

Best wishes,

Stephen D. Steinour

Chairman, President and CEO

David L. Porteous

Independent Lead Director

We are a purpose-driven company

Our purpose is to make people’s lives better, help businesses thrive, and strengthen the communities we serve.

The board of directors proposes the election of thirteen directors at this annual meeting. All of our nominees are seasoned leaders. Collectively, they bring to our board an effective variety of skills, knowledge, experience, and perspectives. All of our non-employee directors are independent.

   Our board recommends a vote FOR the election of each of the nominees for director.

See page 11 for further information.

•   Community Development Committee

•   Risk Oversight Committee

•   Community Development Committee

•   Technology Committee

•   Audit Committee

•   Community Development Committee (Chair)

•   Executive Committee

•   Audit Committee

•   Compensation Committee (Chair)

•   Compensation Committee

•   Executive Committee

•   Risk Oversight Committee (Chair)

•   Audit Committee

•   Compensation Committee

•   Compensation Committee

•   Technology Committee

•   Nominating and Corporate Governance Committee

•   Technology Committee (Chair)

•   Nominating and Corporate Governance Committee

•   Technology Committee

•   Audit Committee (Chair)

•   Executive Committee

•   Nominating and Corporate Governance Committee

•   Compensation Committee

•   Risk Oversight Committee

•   Executive Committee (Chair)

•   Nominating and Corporate Governance Committee (Chair)

•   Risk Oversight Committee

The Board of Directors and Compensation Committee believe that our compensation policies and procedures strongly align the interests of executives and shareholders. Further, our culture focuses executives on sound risk management and appropriately rewards executives for performance.

   Our board recommends a vote FOR this proposal

See page 54 for further information.

Fixed component representing 24% or less of targeted direct compensation for NEOs

Annual incentive plan with overall adjusted performance at 95% of target on:

•  Earnings per share (EPS) - target of $1.349

•  Operating leverage⁽¹⁾ - target of 1.10%

•  Pretax, Pre-Provision (PTPP)⁽²⁾ growth - target of 2.6%

Awards of long-term incentive grants comprised of:

•  PSUs (55% for CEO, 50% for other NEOs)

•  Relative and Absolute ROTCE⁽³⁾ for the cycle ending December 31, 2020

•  Relative and Absolute ROTCE + “new revenue” adjustment for the cycle 2020 – 2022

•  RSUs (20% for CEO, 25% for other NEOs)

•  Stock Options (25%)

  Significant stock ownership (10X salary for CEO) and hold until retirement policies

  Significant emphasis on performance-based compensation, with majority of compensation dependent upon long-term performance

  Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner, including both relative and absolute metrics

  All incentive compensation subject to Recoupment and Clawback Policy

  Performance Share Units comprise 50% or more of long-term incentive grant value

  Independent compensation consultant

  Annual assessment of compensation programs

  Commitment to culture - performance reviews are based 50% on “what” and 50% on “how”

  Double-trigger change-in-control provisions

  No repricing of stock options without shareholder approval

  No excise tax gross-ups upon change in control

  No single-trigger vesting of equity awards upon change in control

  No hedging or pledging of Huntington securities by executives or directors

  No dividend or dividend equivalents paid on equity grants prior to vesting

  No incentive plans encourage excessive risk

The Audit Committee and the board of directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm is in the best interests of the company and its investors. The Audit Committee will reconsider the appointment of PricewaterhouseCoopers LLP if its selection is not ratified by the shareholders.

   Our board recommends a vote FOR this proposal

See page 99 for further information.

Huntington believes that its equity-based compensation plans have made a significant contribution to its success in attracting and retaining key employees and directors. The Amended 2018 Plan is being submitted to the shareholders for approval in order to comply with the applicable requirements of The Nasdaq Stock Market, Inc. Shareholder approval is also necessary under the federal income tax rules with respect to the qualification of incentive stock options.

   Our board recommends a vote FOR this proposal

See page 104 for further information.

The board of directors proposes the election of 13 directors at this annual meeting. Directors elected at the meeting will each serve a one-year term expiring at our 2022 annual meeting when their successors are duly elected and qualify.

Upon consultation with the Nominating and Corporate Governance Committee, the board of directors has nominated the 13 directors currently serving for reelection at this 2021 annual meeting: Lizabeth Ardisana, Alanna Y. Cotton, Ann B. (Tanny) Crane, Robert S. Cubbin, Steven G. Elliott, Gina D. France, J. Michael Hochschwender, John C. (Chris) Inglis, Katherine M. A. (Allie) Kline, Richard W. Neu, Kenneth J. Phelan, David L. Porteous, and Stephen D. Steinour.

All of our nominees are seasoned leaders. They bring to our board an effective variety of skills, knowledge, experience, and perspectives. We also have a mix of newer and longer-term directors among the nominees.

Unless otherwise directed, the shares represented by a properly submitted proxy will be voted FOR the election of each nominee. We have no reason to believe that any nominee will be unable or unwilling to serve as a director if elected. However, in the event that any of these nominees should become unavailable, the board of directors may decrease the number of directors pursuant to the bylaws, or the board of directors may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.

   The board of directors recommends a vote FOR the election of each of the nominees for director.

Lizabeth Ardisana

Director since: 2016

Age: 70 

Committees:

Community Development Committee
Risk Oversight
Committee

Other Current Public
Company Directorships:

Clean Energy Fuels Corp.

•   Chief Executive Officer and the principal owner of the firm ASG Renaissance, LLC which Ms. Ardisana founded in 1987. ASG Renaissance is a technical and communication services firm. ASG Renaissance has more than 23 years of experience providing services to a wide range of clients in the automotive, environmental, defense, construction, healthcare, banking, and education sectors. 

•   Chief Executive Officer of Performance Driven Workforce, LLC, a scheduling and staffing firm which was founded in 2015 and has since expanded into five states. 

•   Hispanic and female business owner; an active business and civic leader in Michigan. 

•   Held numerous leadership positions in a variety of non-profit organizations, Skillman Foundation, CS Mott Foundation, Kettering University, Metropolitan Affairs Coalition and Focus: Hope 

•   Appointed by the governor of Michigan to the executive board of the Michigan Economic Development Corporation and chairs its finance committee. 

•   Vice chair of the Wayne State University Physicians Group where she serves on the audit committee.

•   Holds a bachelor’s degree in mathematics and computer science from the University of Texas, a master’s degree in mechanical engineering from the University of Michigan and a master’s degree in business administration from the University of Detroit. 

•   Serves on the board of directors of Clean Energy Fuels Corp. Member of the board of directors of Citizens Republic Bancorp, Inc. from 2004 to 2013, and a member of the board of directors of FirstMerit Corporation from 2013 to 2016.

•   Brings significant leadership experience to the board.

Key Experience and Skills: 

Alanna Y. Cotton

Director since: 2019

Age: 48 

Committees:

Community Development Committee

Technology Committee 

•   President of Operations, Central & Eastern Europe, The Coca-Cola Company. Ms. Cotton joined The Coca-Cola Company in 2020 and became President of Operations for Central and Eastern Europe in January 2021.

•   Previously Ms. Cotton was Senior Vice President and general manager, product marketing, with Samsung Electronics America, Inc. where she oversaw product commercialization and digital platform engagement from 2018 to 2020. She served as Samsung’s vice president and general manager, mobile computing and wearables from 2017 – 2018 and previously as vice president, marketing (demand generation), tablets, wearables and PCs. 

•   Served in various roles with PepsiCo, Inc. from 2004 to 2014, including vice president, brands from 2013 to 2014. Began her career with Proctor & Gamble Company in 1996. 

•   Holds a master’s degree in business administration from Stanford University. 

•   Has significant consumer product and technology experience and related marketing expertise with a consumer-centric focus. 

•   Brings an extensive understanding of consumers (particularly millennials), their preferences, behaviors and usage patterns, in support of advancing Huntington’s digital and mobile technology strategy.

Key Experience and Skills: 

Ann B. (Tanny) Crane

Director since: 2010

Age: 64 

Committees:

Audit Committee
Community Development
Committee (Chair)
Executive Committee

•   President and Chief Executive Officer, Crane Group Company. Since 2003, she has led Crane Group Company, a privately-held, diversified portfolio company comprised of businesses primarily serving the manufacturing and services markets, as well as managing investments in private equity firms and real estate and bond portfolios. She joined the manufacturer, Crane Plastics Company, in 1987 as director of human resources, and became vice president of sales and marketing in 1993. She was named president in 1996.

•   Previously served as Product Manager for Quaker Oats from 1982 to 1987 where she managed all aspects of multiple product lines. 

•   Appointed as a director for the Federal Reserve Bank of Cleveland in 2003. After serving as a director for five years, she was named chair of the board and served in that capacity for two years. 

•   Served on the board of directors for Wendy’s International from 2003 to 2007. Also served on the board of directors for State Savings Bank from 1993 to 1998. 

•   Holds a bachelor’s degree in marketing and finance from The Ohio State University and a Masters of Management in marketing and finance from the J.L. Kellogg Graduate School of Management at Northwestern University. 

•   Widely recognized for her and her company’s philanthropy throughout Central Ohio.

•   An accomplished executive who is knowledgeable of the financial services industry and is deeply involved in community support and investment.

•   Because of her knowledge and experience, she has been selected to serve on the Audit Committee, the Community Development Committee, and the Executive Committee.

Key Experience and Skills: 

Robert S. Cubbin

Director since: 2016

Age: 63 

Committees:

Audit Committee
Compensation
Committee (Chair)

Other Current Public
Company Directorships:

Kelly Services, Inc.

•   Retired President and Chief Executive Officer of Meadowbrook Insurance Group. He retired in 2016 following a 30-year career with Meadowbrook Insurance Group during which he held various management positions. He joined the company as vice president and general counsel, primarily responsible for all legal and regulatory affairs. He was promoted to executive vice president in 1996 and then to president and chief operating officer in 1999, primarily responsible for all operational functions within the company. He became chief executive officer in 2001. While with Meadowbrook, he led the formation of the firm’s insurance company subsidiaries, their initial capital raising efforts and ultimately led the company’s initial public offering and registration of its stock on the NYSE. He managed all negotiations, due diligence, integration and regulatory matters relative to dozens of acquisitions over his career. He served as a director of Meadowbrook Insurance Group, Inc., including the time-period during which Meadowbrook was a public company. 

•   Served on the board of directors of Citizens Republic Bancorp, Inc. from 2008 to 2013 and on the board of directors of FirstMerit Corporation from 2013 to 2016. 

•   Served as the chair of the audit committee at Citizens Republic Bancorp, Inc. 

•   Serves on the board of Kelly Services, Inc. since 2014, where he is a member of the audit committee and chair of the compensation and talent committee. 

•   Served as a board member, executive committee member, and chair of the finance and investment committee of Business Leaders for Michigan, a non-profit organization, comprised of the state’s senior executives of the state’s largest job providers, which is focused on driving business development and economic change in the State of Michigan. 

•   Holds a Bachelor of Arts in psychology from Wayne State University, and a Juris Doctor degree from Detroit College of Law.

•   A licensed attorney and member of the State Bar of Michigan. 

•   A broadly experienced executive who brings many years of expertise and leadership to our board and the committees on which he serves.

Key Experience and Skills: 

Steven G. Elliott

Director since: 2011

Age: 74 

Committees:

Compensation
Committee
Executive Committee
Risk Oversight
Committee (Chair)

Other Current Public
Company Directorships:

PPL Corporation

•   Retired Senior Vice Chairman, BNY Mellon. He began a 23-year career with BNY Mellon in 1987 as head of finance for Mellon Financial Corporation. He was named chief financial officer in 1990, vice chairman in 1992, and senior vice chairman in 1998. He also served as a director of Mellon Financial Corporation from 2001 until the merger with The Bank of New York in July 2007. He was then a director of BNY Mellon through July 2008. While at Mellon, he led a number of the company’s servicing businesses and was co-leader of the integration of The Bank of New York and Mellon Financial Corporation when they merged in 2007. He led strategic acquisitions, divestitures, and restructurings, and he also held various business leadership roles in asset servicing, securities lending, foreign exchange, capital markets, global cash management, technology and institutional banking. 

•   Served as chief financial officer of First Commerce Corporation, corporate controller of Crocker National Bank, senior vice president of Continental Illinois National Bank, and corporate controller of United California Bank. 

•   A certified public accountant (inactive). 

•   Has substantial public company director experience with Fortune 500 companies, currently serving on the board of PPL Corporation where he chairs the audit committee and serves on the executive and finance committees. 

•   Served on the board of Alliance Bernstein, from 2011 to 2017, where he was lead director and chair of the audit committee and served on its executive and compensation committees. 

•   Holds a bachelor’s degree in finance from the University of Houston and a masters of management in finance with the highest distinction from the J.L. Kellogg Graduate School of Management at Northwestern University.

•   As a seasoned financial services executive with many years of experience as chief financial officer for large financial services organizations, he brings valuable insight and advice to our board and to his role as chairman of the board’s Risk Oversight Committee, where his experience contributes to building strong and effective risk management. 

Key Experience and Skills: 

Gina D. France

Director since: 2016

Age: 62 

Committees:

Audit Committee
Compensation
Committee

Other Current Public
Company Directorships:

Cedar Fair LP;
CBIZ, Inc.

•   Chief Executive Officer and President of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country. 

•   Before founding France Strategic Partners LLC in 2003, served as a managing director of Ernst & Young LLP, where she led a national client-facing strategy group that worked exclusively with CEOs and their senior executive teams on corporate strategy, mergers and acquisitions, financial transactions, and value-creation strategies. 

•   A strategic advisor to over 250 companies throughout the course of her career. 

•   Has more than 35 years of strategy, investment banking, and corporate finance experience. 

•   Served as an investment banker with Lehman Brothers in New York and San Francisco. 

•   Served as the international cash manager of Marathon Oil Company.

•   Currently serves on corporate boards: Cedar Fair LP (audit committee chair) and CBIZ, Inc. Previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries. 

•   Appointed a director of the BNY Mellon Family of Funds in 2019.

•   A trustee of Baldwin Wallace University and the Cleveland Modern Dance Association and was a founding board member and treasurer of In Counsel with Women.

•   Holds a bachelor’s degree in finance magna cum laude from Indiana University and a master of management in finance with the highest distinction from the J.L. Kellogg Graduate School of Management at Northwestern University.

•   A seasoned corporate director and executive who brings many years of finance, investment banking, financial reporting, risk oversight and corporate strategy experience to our board and the committees on which she serves.

Key Experience and Skills: 

J. Michael Hochschwender

Director since: 2016

Age: 60 

Committees:

Compensation
Committee
Technology Committee

•   President and Chief Executive Officer of The Smithers Group, Inc., Akron, Ohio, a private group of companies that provides technology-based services to global clientele in a broad range of industries. Under his leadership since 1996, Smithers has experienced rapid growth, technological diversification, and geographic expansion through an aggressive series of acquisitions as well as organic growth. 

•   Served as a director of FirstMerit Corporation for ten years and as a member of the audit committee and compensation committee. 

•   Has more than 20 years of corporate management and consulting experience. 

•   Holds a master’s degree from the Wharton School of Business at the University of Pennsylvania and a bachelor’s degree from Tulane University. 

•   Served five years in the U.S. Navy SEAL Teams, deploying to Southeast Asia and the Middle East. 

•   Active in local health, civic, and educational organizations, currently serving on the boards of Burton D. Morgan Foundation and The University of Akron Foundation.

•   Served on the boards of the Akron General Medical Center, the Greater Akron Chamber of Commerce, Ohio Foundation of Independent Colleges, Old Trail School, and The American Council of Independent Laboratories. 

•   Brings substantial leadership and executive experience to the board of directors as well as business experience in the northeast Ohio market.

Key Experience and Skills: 

John C. (Chris) Inglis

Director since: 2016

Age: 66 

Committees:

Nominating and
Corporate Governance
Committee
Technology Committee
(Chair)

Other Current Public
Company Directorships:   

FedEx Inc.

•   Currently a Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy. 

•   Served for 28 years at the National Security Agency (NSA) as a computer scientist and operational manager, retiring in 2014 as the Agency’s deputy director and senior civilian leader. In this role, he acted as the NSA’s chief operating officer responsible for guiding and directing strategies, operations and policy. 

•   Served for 30 years in the U.S. Air Force (9 years active, followed by 21 years in the reserve component), from which he retired as Brigadier General in 2006. 

•   His military service included command at the squadron, group, and joint force headquarters and he holds a Command Pilot rating. 

•   Currently serving on the U.S. Cyber Solarium Commission, charged by the U.S. Congress with making recommendations for U.S. national cyber strategy. 

•   Managing director at Paladin Capital.

•   Serves as a director of FedEx Inc. and previously served as a director of KEYW Corp. 

•   Served on, or co-chaired, three U.S. Department of Defense Science Board studies on cyber threat and strategy. 

•   Holds advanced degrees in engineering and computer science from Columbia University, Johns Hopkins University, and the George Washington University. He is also a graduate of the J.L. Kellogg Graduate School of Management at Northwestern University executive development program, the USAF Air War College, Air Command and Staff College, and Squadron Officers’ School. 

•   His leadership and his expertise in cybersecurity strengthen the governance of the board and the Technology Committee.

Key Experience and Skills: 

Katherine M. A. (Allie) Kline

Director since: 2019

Age: 49 

Committees:

Nominating and
Corporate Governance
Committee
Technology Committee

Other Current Public
Company Directorships:

Bill.com Holdings, Inc.
Waddell & Reed
Financial, Inc.

•   Founding principal of LEO DIX, a boutique services firm that helps CEOs, boards and c-suite executives drive growth during times of disruption, transition, transformation, and turnarounds. 

•   Served as Chief Marketing and Communications Officer for Verizon Media, the Verizon Communications, Inc. subsidiary consisting of 20+ distinctive digital brands reaching one billion consumers including AOL, HuffPost, MAKERS, TechCrunch, Tumblr, and the Yahoo family of brands. She served in this role following Verizon’s acquisition of Yahoo from 2017 to July 2018, where she was responsible for all consumer and B2B marketing, external and internal communications, brand strategy and creative, and corporate citizenship and cause marketing. She also served as CEO of MAKERS, Verizon’s prominent women’s media brand. 

•   Held the position of chief marketing and communications officer for AOL from 2013 to 2017 prior to and following Verizon’s acquisition of AOL in 2015. From January 2013 until June 2015, she was the chief marketing officer of AOL Platforms (a division of AOL). 

•   Held the position of chief marketing officer for 33 Across, a leading data and analytics company in the digital advertising space from 2011 to 2012. Held the position of vice president, marketing for Brand Affinity Technologies, a digital sports and celebrity endorsement marketing platform from 2008 to 2011. 

•   She currently serves on the board of directors of Waddell & Reed Financial Inc. where she is a member of the nominating & governance committee, and on the board of directors of Bill.com Holdings, Inc. where she is a member of the audit committee. Served on the board of directors of Pier 1 Imports, Inc. from September 2018 to October 2020 where she was a member of the compensation committee. 

•   A board member of the National Forest Foundation, serving on the strategic planning, development and marketing, and grants committee since September 2018.

•   Founded and chaired the board of trustees of Verizon Media’s Charitable Foundation, which is focused on improving the lives of women, girls, and underserved youth. Previously chaired the AOL Foundation, was a member of the executive committee for the Internet Advertising Bureau Board of Directors and served on the board of The Female Quotient. 

•   Held digital media and marketing leadership positions with Launch Ideas, Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies), and the Washington Wizards. 

•   Holds a bachelor’s degree in corporate communications from Ithaca College. 

•   Renowned for her business, marketing, and communications expertise, including crisis readiness and management, she is a valuable member of our board of directors and the Technology Committee.

Key Experience and Skills: 

Richard W. Neu

Director since: 2010

Age: 65 

Committees:

Audit Committee (Chair)
Executive Committee
Nominating and
Corporate Governance
Committee

Other Current Public
Company Directorships:

Tempur Sealy
International, Inc.
Oxford Square
Capital Corp.

•   Retired Chairman of MCG Capital Corporation. He served as chairman of the board from 2009 to 2015, until its sale to PennantPark Floating Rate Capital Ltd. He also served as chief executive officer from October 2011 to November 2012. MCG was a Washington, D.C.-based publicly traded business development corporation providing financing to middle market companies throughout the United States. He first joined the MCG board in 2007, and served as a member of the audit, nominating and corporate governance, and the valuation and investment committees. 

•   Served as executive vice president, chief financial officer, treasurer, and director for both Charter One Financial, Inc. and Charter One Bank from 1995 to 2004. He assumed this role following the merger of First Federal of Michigan and Charter One Financial, Inc. He joined First Federal of Michigan in 1985 as chief financial officer and was elected to the board of directors in 1992. 

•   Serves on the board of Tempur Sealy International, Inc. since 2015 and is currently its lead director. He also serves on the Tempur Sealy compensation and audit committees. 

•   Serves on the board of Oxford Square Capital Corp. since December 2016 and is currently chair of the Oxford Square Capital audit and nominating and corporate governance committees. He also serves on the Oxford Square Capital valuation and compensation committees. 

•   Served on the board of the Dollar Thrifty Automotive Group from 2006 to 2012 until its sale to Hertz Corporation. He served as the lead director from December 2011 to November 2012 and served as chairman of the board from November 2010 to December 2011. He previously served as chairman of the audit committee and as a member of the corporate governance committee. 

•   His professional experience includes seven years at a Big 4 public accounting firm, 20 years as a chief financial officer of a major regional bank holding company, and 14 years in a variety of public company board roles.

•   Holds a bachelor’s degree in business administration from Eastern Michigan University. 

•   Possesses a comprehensive knowledge of our bank markets, as well as extensive knowledge of the banking industry. He has led numerous bank acquisitions and integrations. 

•   His knowledge and diverse business experience, as well as financial acumen, make him a valued member of the board and chair of the board’s audit committee.

Key Experience and Skills: 

Kenneth J. Phelan

Director since: 2019

Age: 61 

Committees:

Compensation
Committee
Risk Oversight
Committee

Other Current Public
Company Directorships:

Adtalem Global
Education Inc.

•   Senior Advisor, Oliver Wyman, Inc., global management consulting firm, since 2019. 

•   Served as chief risk officer for the U.S. Department of the Treasury from 2014 to 2019. In this role he established the department’s office of risk management to provide senior Treasury and other Administration officials with analysis of key risks, including credit, market, liquidity, operational, governance, and reputational risks across the department. He also served as Acting Director for the Office of Financial Research, an independent bureau within the Treasury Department charged with supporting the Financial Stability Oversight Council and conducting research about systemic risk. 

•   Served as chief risk officer for RBS Americas from 2011 to 2014. 

•   Serves on the board of directors of Adtalem Global Education, Inc. where he is a member of the compensation committee and the external relations committee. 

•   Holds a master’s degree in economics from Trinity College in Dublin, Ireland and a Juris Doctor degree from Villanova University. 

•   Possesses broad risk oversight expertise as well as extensive knowledge of the banking industry.

•   His knowledge and experience strengthen the board’s governance and risk oversight and make him a key member of the board’s risk oversight committee. 

Key Experience and Skills: 

David L. Porteous

Director since: 2003

Age: 68 

Lead Director

Committees:

Executive Committee
(Chair)
Nominating and
Corporate
Governance Committee
(Chair)
Risk Oversight
Committee

•   Attorney at McCurdy, Wotila & Porteous, P.C. 

•   Practiced law for more than 40 years with a focus on business, corporate, and municipal law, and government relations. 

•   Prior to joining McCurdy, Wotila & Porteous, P.C., in 2008, he managed his own law practice for more than 20 years. 

•   A recognized authority on economic development and has served on the boards of directors of the Michigan Economic Development Corporation, the Michigan Economic Growth Authority, where he was chairman of the executive committee, the Michigan Strategic Fund, where he was chairman, and the Michigan Chamber of Commerce. 

•   Former director of the Federal Home Loan Bank of Indianapolis where he also chaired the audit committee. 

•   A member of the board of trustees of Michigan State University for more than eight years and was chairman of the board from 2003 to 2006 and was a member of its finance and audit committees.

•   Served as a director of Jackson National Life Insurance of New York from 2002 to 2016, where he served as a member of the audit, risk and compensation committees. 

•   Holds a bachelor’s degree from Michigan State University and a Juris Doctor degree from Thomas M. Cooley Law School - Western Michigan University. 

•   Regularly lectures on corporate governance and was one of three finalists for the New York Stock Exchange 2015 Independent Lead Director of the Year award. 

•   Has an extensive legal background and possesses valuable experience in corporate and finance related matters, as well as an extensive knowledge of Huntington’s markets. These attributes make him an effective lead director, member of the Risk Oversight Committee and chair of the Executive Committee and the Nominating and Corporate Governance Committee.

Key Experience and Skills: 

Stephen D. Steinour

Director since: 2009

Age: 62 

Committees:

Executive Committee

Other Current Public
Company Directorships:

L Brands, Inc.

•   Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated and The Huntington National Bank since January 2009. He joined Huntington from CrossHarbor Capital Partners in Boston, where he served as a managing partner. 

•   Served in various executive roles for Citizens Financial Group in Providence, Rhode Island, from 1992 to 2008, with responsibilities for credit, risk management, wholesale and regional banking, consumer lending, technology, and operations among others. He was named president in 2005 and chief executive officer in 2007. 

•   Serves on the Board of Directors of L Brands, Inc. and served on the Board of Directors of Exelon Corporation until April 2020. 

•   A Trustee of The Ohio State University Wexner Medical Center. 

•   Member of The Columbus Partnership and serves on its Executive Committee, is vice chair of the Columbus Downtown Development Corporation, and is vice chair of the Ohio Business Roundtable, and member of the Bank Policy Institute. 

•   Served on the Board of Trustees of Liberty Property Trust, is a former Trustee of the Eisenhower Fellowships and the National Constitution Center and past Chairman of the Greater Philadelphia Chamber of Commerce.

•   Holds a bachelor’s degree in economics from Gettysburg College and completed the Stanford University Graduate School of Business Executive Program. 

•   With more than 35 years of experience in all aspects of banking, he brings extensive leadership experience, as well as broad knowledge of the banking industry to the board and his role as chief executive officer.

Key Experience and Skills: 

Director Qualifications

Factors considered by the Committee and the board in their review of potential candidates include whether the candidate:

•   has exhibited behavior that indicates he or she is committed to the highest ethical standards;

•   has special skills, expertise, and background that would complement the attributes of the existing directors, taking into consideration the diverse businesses, communities, and geographies in which the company operates;

•   has achieved prominence in his or her business, governmental, or professional activities, and has built the capacity that demonstrates the ability to make the kind of important and sensitive judgments that the board is called upon to make;

•   will challenge management while working constructively as part of a team in an environment of trust; and

•   will be able to devote sufficient time and energy to the performance of his or her duties as a director.

Board of Directors

•   Direct oversight on risks related to company strategy and leadership. Our through-the-cycle aggregate moderate-to-low risk appetite is an integral part of our strategy and strategic planning process.

•   Meets frequently with senior management and is devoted to review of strategic priorities.

•   The CEO reserves time at the beginning of every board meeting to discuss priorities and initiatives.

•   Periodically, special board sessions are held to discuss and analyze specific possible risk scenarios, such as cybersecurity incident simulations.

•   Oversees succession planning for the positions of the CEO and other members of the executive leadership team.

Risk Oversight Committee

Audit Committee

•   Assists the board of directors in overseeing the company’s enterprise-wide risk management function consistent with its strategy and risk appetite, including:

•   oversight of its policies and risk control infrastructure for compliance risk, credit risk, operational risk, liquidity risk, market risk, reputation risk, and strategic risk;

•   management’s establishment and operation of the Framework, including review and approval of the Framework and of the company’s risk appetite metrics;

•   the risk management organization including the chief risk officer and risk management budget;

•   approval and monitoring of the company’s capital position and plan supporting our overall through-the-cycle aggregate moderate-to-low risk profile;

•   the risk governance structure;

•   compliance with applicable laws and regulations; and

•   determining adherence to the board’s stated risk appetite.

•   Oversees our capital management and planning process, and ensures that the amount and quality of capital are adequate in relation to expected and unexpected risks and that our capital levels exceed “well-capitalized” requirements.

•   At minimum quarterly, receives reports directly from the chief risk officer.

•   Assists the board in overseeing the integrity of the consolidated financial statements, including:

•   policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting; the internal audit department and the independent registered public accounting firm’s qualifications and independence;

•   compliance with our Financial Code of Ethics for the chief executive officer and senior financial officers;

•   compliance with corporate securities trading policies;

•   compliance with legal and regulatory requirements applicable to the company’s financial statements; and

•   financial risk exposures.

•   The chief internal auditor reports directly to the Audit Committee.

•   Through the Compensation Committee, the board of directors seeks to ensure that compensation plans are designed and administered to drive sustainable, long-term results in an effective and ethical manner, while not exposing the organization to material risks.

•   Reviews and evaluates the company’s compensation policies and practices and the relationship among risk, risk management, and compensation to ensure that incentive compensation practices appropriately balance risk and financial results, incentives do not encourage unnecessary and excessive risk taking or expose the company to imprudent risks, the incentive programs are compatible with effective controls and risk management, incentive programs are supported by strong corporate governance, and the compensation policies are not likely to have a material adverse effect on the company. See “Risk Assessment of Incentive Compensation” below for additional information.

•   Meets regularly with members of senior management, including the chief financial officer.

•   Supports the board of directors with succession planning for key management positions.

Technology Committee

•   Assists the board of directors in fulfilling its oversight responsibilities with respect to all technology and innovation strategies and plans developed by management, information and cyber security risk management program, and the third-party risk management program.

Community Development Committee

•   Promotes the company’s mission of local involvement and leadership in the communities where the company is located and where its colleagues work.

•   Considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending, and inclusion.

Nominating and Corporate Governance Committee

•   Oversees the company’s commitment to ESG issues and the company’s ESG practices and activities strategy.

•   Receives periodic updates from management with respect to ESG issues, risks and reporting, including with respect to energy conservation and environmental sustainability.

Oversight of Cybersecurity

Huntington’s board has had a dedicated Technology Committee since 2013 to assist the board in fulfilling its oversight responsibilities with respect to the vital role of technology and innovation strategies. The Technology Committee is currently chaired by John C. (Chris) Inglis, Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy. Mr. Inglis is a renowned expert and a frequent speaker on cyberspace and cybersecurity issues.

In addition to tech innovation and strategy, while the Technology Committee has primary oversight over cyber risk, this topic is also discussed periodically in joint session with the Risk Oversight Committee which has primary oversight of information security.

Most important to stakeholders and business priorities:

•   Financial performance

•   Corporate governance and transparency

•   Enterprise risk management

•   Customer service, satisfaction, and advocacy

•   Diversity, equity, and inclusion

•   Ethical practices and purpose-driven culture

•   Data security and customer privacy

•   Fair and responsible banking

Long-Term Value Creation

To drive sustained shareholder value through economic cycles, we continue to build on several key advantages that differentiate us in our markets:

•   Our talented, diverse colleague base that embodies our purpose and values;

•   Our purpose-driven culture that looks out for people;

•   Our “Welcome” brand promise that promotes inclusiveness in all that we do;

•   Strong relationships with our customers and our ability to provide them with exceptional experiences;

•   Our distinguished products and services driven by our innovative mindset;

•   Our commitment to community involvement and leadership; and

•   Our strong financial position, which allows us to continue to invest in our future.

Greater than 50%

of outstanding

common stock

…and calls have been

held with investors holding

Aggregate >21%

of outstanding

common stock

Seeking perspectives on governance topics such as

•  board diversity and refreshment

•  ESG disclosures

•  any anticipated changes in voting guidelines

•  executive compensation

•  any other governance issues of interest to the investor

Why Our Leadership Structure Works

The board of directors has determined that the current leadership structure of a combined Chair / CEO and an independent lead director is in the best interest of the company and its shareholders.

•  The CEO reports to Huntington’s full board of directors, which is independent and engaged, and holds regular executive sessions excluding the CEO.

•  The strong lead director role established by the board in 2007 provides independent leadership that counterbalances the combined Chair / CEO role. The board has established well-developed authority and duties for the lead director position at Huntington which both offset and harmonize with those of the Chair / CEO. (The interaction of the two roles is reflected in the table below.)

•  The board believes that Huntington has been well served by Mr. Steinour’s combined role as Chair and CEO, which has allowed him to set the overall tone and direction for the company and have primary responsibility for managing Huntington’s operations and communicating it to the board efficiently and effectively. This also maintains consistency in the internal and external communication of our strategic and business priorities.

•  The board evaluates its leadership structure every year.

•  Additional factors contribute to the board’s comfort with Mr. Steinour serving in the combined roles of Chair / CEO including our strong corporate governance practices, our board’s independence, the accountability of the CEO to the board, regular executive sessions excluding the Chair / CEO, and regular reporting by senior management to the board of directors as further described under “The Board’s Role in Risk Oversight” above.

•  Has the authority to call meetings of the board of directors

•  Chairs meetings of the board of directors and the annual meeting of shareholders

•  Actively participates in board meetings

•  Acts as intermediary — at times, the Chair may refer to the independent lead director for guidance or to have an issue or matter taken up in executive session

•  Provides leadership to the board of directors if circumstances arise in which the role of the Chair may be, or may be perceived to be, in conflict with the board of directors

•  Suggests calling full board meetings to the Chair when appropriate

•  Receives feedback from the executive sessions

•  Has the authority to call meetings of the independent directors

•  Sets the agenda for and leads executive sessions of the independent directors

•  Briefs the Chair on issues arising out of the executive sessions

•  Takes primary responsibility for shaping board agendas, consulting with the independent lead director to ensure that board agendas and information provide the board with what is needed to fulfill its primary responsibilities

•  Collaborates with the Chair to shape the board agenda and board information so that adequate time is provided for discussion of issues and so that appropriate information is made available to directors

•  Solicits agenda items from members of the board

•  Communicates with the directors on key issues and concerns outside of board meetings

•  Takes responsibility for new director orientation and continuing education for the board of directors

•  Facilitates discussion among the outside directors on issues and concerns outside of board meetings

•  Serves as a non-exclusive conduit for the views, concerns, and issues of the outside directors to the chair

•  Coordinates with the chair on director orientation and continuing education

•  Member of the Executive Committee and attends such other committee meetings (excluding executive sessions) as the chair shall so choose

•  Participates on such committees (including executive sessions) to which he or she is elected

•  Chairs the Nominating and Corporate Governance Committee which recommends the membership of various board committees as well as selection of committee chairs, focusing on board refreshment and committee chair successors

•  Chairs the Executive Committee

•  Represents the organization to, and interacts with, external stakeholders, including investors, customers, employees, and others

•  Available to participate in meetings with key institutional investors as appropriate

•  Makes periodic independent visits to business regions, meeting with employees and customers

•  Regularly meets independently with regulators

•  Has authority to engage advisors and consultants who report directly to the board of directors on board issues

Audit Committee

Members:

Richard W. Neu (Chair)
Ann B. (Tanny) Crane
Robert S. Cubbin
Gina D. France

Meetings Held in 2020: 15

(includes 6 held jointly with the Risk Oversight Committee)

The Audit Committee’s duties and responsibilities are to:

•   oversee the integrity of the consolidated financial statements, including policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting;

•   oversee the internal audit division and the independent registered public accounting firm’s qualifications, performance, and independence; and

•   oversee compliance with our Financial Code of Ethics for the chief executive officer and senior financial officers; compliance with corporate securities trading policies; compliance with legal and regulatory requirements applicable to the company’s financial statements; and financial risk exposures.

While the Audit Committee has the duties and responsibilities described above and as set forth in its charter, our management is responsible for the internal controls and the financial reporting process, and the independent registered public accounting firm is responsible for performing an independent audit of our financial statements and our internal controls over financial reporting in accordance with generally accepted auditing standards and issuing a report thereon.

The Audit Committee periodically meets in joint session with the Risk Oversight Committee to cover matters relevant to both, such as the construct and appropriateness of the allowance for credit losses, which is reviewed quarterly.

All of the committee members are financially literate, and the board of directors has determined that each of Richard W. Neu, chair of the Audit Committee, and Gina D. France qualifies as an “audit committee financial expert” as the term is defined in the rules of the Securities and Exchange Commission (SEC). This designation does not impose any duties, obligations, or liabilities on them that are greater than the duties, obligations and liabilities imposed on the other members of the Audit Committee. Each member of the Audit Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

Community Development Committee

Members:

Ann B. (Tanny) Crane (Chair)
Lizabeth Ardisana
Alanna Y. Cotton

Meetings Held in 2020: 4

The purpose of the Community Development Committee is to promote Huntington’s mission of local involvement and leadership in the communities where Huntington is located and where its employees work. The Committee considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending, and inclusion.

The Committee’s duties and responsibilities are to:

•   provide primary oversight of the company’s commitments to the Community Reinvestment Act (CRA), including review of the CRA program, internal and external examination reports, and related internal reports provided by management;

•   provide primary oversight of the company’s performance against the Community Plan, provide board member representation on the National Community Advisory Council, and review of other relationships with external constituencies concerning community activities, including investors, regulators, elected officials, non-profits, and community leaders;

•   provide primary oversight of the company’s commitment to diversity and inclusion, including review of the company’s employee-related programs such as the affinity networks and other broad-based employee development programs that may impact the company’s reputation for social responsibility, as well as review of programs to drive economic inclusion in our supply chains; and

•   review the company’s compliance with fair lending and Unfair, Deceptive, or Abusive Acts and Practices (UDAAP) standards, including monitoring procedures and programs.

Compensation Committee

Members:

Robert S. Cubbin (Chair)
Steven G. Elliott
Gina D. France
J. Michael Hochschwender
Kenneth J. Phelan

Meetings Held in 2020: 4

The Compensation Committee fulfills the duties and responsibilities of the board as it relates to executive and director compensation matters.

The Committee’s duties and responsibilities are to:

•   oversee the compensation of executive officers and directors;

•   review and approve the company’s executive compensation philosophy to “Pay for Performance” that creates long-term shareholder value and compensation plans and programs in light of the company’s strategic goals and objectives, competitive practices, and best practices;

•   review and evaluate the company’s compensation policies and practices and the relationship among risk, risk management, and compensation; and

•   assist the board in overseeing the development, implementation, and effectiveness of the company’s strategies and policies regarding its human capital management function, including management succession and talent management.

The Compensation Committee has the resources and authority appropriate to discharge its duties and responsibilities. This includes authority to select, retain, oversee, terminate, and approve fees and other retention terms of advisors, including legal counsel and other advisors. The Compensation Committee also works with other board committees and with senior management in fulfilling its responsibilities.

Executive Committee

Members:

David L. Porteous (Chair)
Ann B. (Tanny) Crane
Steven G. Elliott
Richard W. Neu
Stephen D. Steinour

Meetings Held in 2020: 3

Nominating and Corporate Governance Committee

Members:

David L. Porteous (Chair)
John C. (Chris) Inglis
Katherine M. A.
(Allie) Kline
Richard W. Neu

Meetings Held in 2020: 5

The Nominating and Corporate Governance Committee’s primary responsibilities are to:

•   oversee the composition of the board of directors to assure that the appropriate knowledge, skills, and experience are represented;

•   oversee corporate governance to ensure effective functioning of the board, including the maintenance of Corporate Governance Guidelines and governance practices;

•   oversee the company’s commitment to ESG issues and oversee the company’s ESG practices and activities;

•   discuss with the board of directors standards to be applied in making determinations as to the independence of directors;

•   review the effectiveness of the board of directors, including but not limited to, considering the size and desired skills of the board of directors and the performance of individual directors as well as the collective performance of the board of directors;

•   review and approve related party transactions; and

•   oversee the company’s efforts to effectively communicate with shareholders, including shareholder outreach, matters relating to the company’s proxy filing, and other governance issues and efforts throughout the year.

Risk Oversight Committee

Members:

Steven G. Elliott (Chair)
Lizabeth Ardisana
Kenneth J. Phelan
David L. Porteous

Meetings Held in 2020: 17

(includes 6 held jointly with the Audit Committee)

The Risk Oversight Committee’s duties and responsibilities are to:

•   assist the board of directors in overseeing Huntington’s enterprise-wide risk management function consistent with its strategy and risk appetite, including oversight of its policies, and risk control infrastructure for compliance risk, credit risk, operational risk, liquidity risk, market risk, reputation risk, and strategic risk;

•   oversee our capital management and planning process; and

•   ensure that the amount and quality of capital are adequate in relation to expected and unexpected risks and that our capital levels exceed “well-capitalized” requirements.

The Risk Oversight Committee periodically meets in joint session with the Audit Committee to cover matters relevant to both, such as the construct and appropriateness of the allowance for credit losses, which is reviewed quarterly.

Additional detail about the role and responsibilities of this Committee is set forth under “The Board’s Role in Risk Oversight” above.

Technology Committee

Members:

John C. (Chris) Inglis (Chair)
Alanna Y. Cotton
J. Michael Hochschwender
Katherine M. A.

(Allie) Kline

Meetings Held in 2020: 4

The purpose of the Technology Committee is to assist the board of directors in fulfilling its oversight responsibilities with respect to all technology, information and cyber security, and third-party risk management strategies and plans.

The Technology Committee’s duties and responsibilities are to:

•   oversee management’s performance of technology plans, functions, and significant investments;

•   provide oversight of management’s plans and activities relevant to technology innovation;

•   oversee the company’s information and cyber security program and plans;

•   oversee the company’s third-party risk management program; and

•   review and provide oversight of the company’s technology resiliency planning and preparedness.