UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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Filed by a Party other than the Registrant

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Huntington Bancshares Incorporated

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A Letter from
Our Board’s Leadership

Stephen D. Steinour Chairman, President, and CEO

David L. Porteous Independent Lead Director

Dear Fellow Shareholders:

We are pleased to invite you to the 2023 Annual Meeting of Shareholders to be held virtually on Wednesday, April 19, 2023, at 2:00 p.m. Eastern Time via webcast. We hope you will join us online and participate in this year’s meeting. We will consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year.

2022 was a tremendous year for Huntington. Despite economic headwinds, we achieved record financial performance, including full-year revenue growth, and finished the year with solid capital levels and top-tier loan reserves. We executed on strategic growth initiatives, acquiring Capstone Partners and Torana (now known as Huntington ChoicePay^SM). We also fully delivered cost take-outs and are driving revenue growth synergies related to our TCF merger.

We continued to scale across our footprint through our Consumer and Business Bank, increasing deposits and loans while focusing on digital engagement with our customers. Our Commercial Bank has a national presence and saw record capital markets fees and continues to drive Specialty Banking and Asset Finance growth.

We invested in our communities in 2022 through our ESG initiatives, including lending and investing $16 billion of our $40 billion Community Plan. Our efforts and outreach were focused on affordable housing, small business, community development lending and investing, and racial and social equity. We remained the #1 SBA lender in the country by volume for the fifth year in a row and expanded nationwide in the beginning of the year.

We also made investments in our colleagues in a number of ways, including by increasing colleague pay to a minimum of $20 per hour for all colleagues effective January 1, 2023. We also created greater workplace flexibility and health and financial wellness support.

We would like to thank Beth Ardisana and Bob Cubbin for their service on the Board of Directors, each of whom will be rolling off our Board at the 2023 Annual Meeting of Shareholders. Beth’s leadership and insights from her role as an accomplished chief executive officer and entrepreneur, and from her climate-related knowledge, have been invaluable to the Board. Bob's service, particularly in his role as Chair of our HR and Compensation Committee, has been outstanding. His guidance, leadership skills, and experience as a seasoned chief executive officer have added significantly to the Board's oversight of the Company. We speak on behalf of the entire Board in noting that Beth and Bob will be greatly missed.

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 attend the virtual Annual Meeting, we encourage you to read the Proxy Statement carefully and vote via the internet, telephone, or mail to ensure that your shares are represented.

Our culture is the bedrock of the Bank. Our colleagues are committed to customer service and the communities we serve.  We believe we are well positioned to deliver substantial value creation in 2023 and beyond.  We are grateful for the extraordinary commitment of our colleagues and our Directors for their steadfast dedication and guidance throughout the year.

Thank you for your continued support of Huntington.

Best wishes,

	Stephen D. Steinour Chairman, President, and CEO	David L. Porteous Independent Lead Director
	March 9, 2023

Notice of 2023 Annual Meeting of Shareholders

April 19, 2023
Wednesday, 2:00 p.m. Eastern Time
Location Online at meetnow.global/M2GTLL2
Matters to be Considered and Voted Upon:
Proposal 1	Election of Directors		FOR each Director nominee Page 19
Proposal 2	Advisory resolution to approve, on a non-binding basis, the compensation of executives as described in the proxy materials		FOR Page 67
Proposal 3	Advisory resolution to approve, on a non-binding basis, the frequency of future advisory votes on executive compensation		1 YEAR Page 111
Proposal 4	Ratification of the appointment of PwC as our independent registered public accounting firm for 2023		FOR Page 112
Other business that properly comes before the meeting

 

Information for Shareholders Who Plan to Attend the 2023 Annual Meeting of Shareholders

Huntington’s Board is furnishing shareholders with this Proxy Statement to solicit proxies on its behalf to be exercised at the 2023 Annual Meeting of Shareholders, and any postponements or adjournments thereof, and we are first making this Proxy Statement available on or about March 9, 2023. Shareholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during the meeting by visiting meetnow.global/M2GTLL2 at the meeting date and time.

Record Date: Huntington shareholders as of the close of business on February 15, 2023, will be entitled to vote at our annual meeting and at any postponements or adjournments of the meeting.

Your vote is important. Please submit your proxy as soon as possible via the internet, mail, or telephone. If your shares are held by a Broker, it is important that you provide instructions to your Broker so that your vote is counted on all matters.

2023 Virtual Annual Shareholder Meeting

The Board has determined to again hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. Shareholders as of the Record Date will be able to attend the meeting online, vote shares electronically, and submit questions during the meeting by visiting meetnow.global/M2GTLL2 at the meeting date and time. The meeting webcast will begin promptly at 2:00 p.m. Eastern Time. If you experience technical difficulties during the check-in process or during the meeting please contact (888) 724-2416 (U.S. toll-free) or +1-781-575-2748 (outside of U.S.) for assistance. See the General Information on Voting and the Annual Meeting section of the Proxy Statement for additional information on how to participate in this year’s meeting.

By Order of the Board of Directors,

Anne Kruger

Senior Associate General Counsel and Secretary
March 9, 2023

 

HOW TO VOTE YOUR SHARES
	Online
Registered holders
www.envisionreports.com/HBAN
Beneficial owners
www.proxyvote.com
	By Phone
Call the phone number at the top of your proxy card
	By Mail
Complete, sign, date, and return your proxy card in the envelope provided
	Online during the meeting
Attend and vote online during the virtual annual meeting
Shareholders who hold their shares in street name should refer to the voting instructions provided by their Broker.

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 19, 2023. The Proxy Statement and Annual Report to shareholders are available at www.edocumentview.com/HBAN.

	Voluntary E-Delivery of Proxy Materials
We encourage our shareholders to enroll in electronic delivery of proxy materials: If you are a registered shareholder, please sign up at www.computershare.com/hban. If you are a beneficial owner, please contact your Broker for instructions. Electronic delivery offers immediate and convenient access to proxy materials. It also helps us reduce paper usage and our printing and shipping costs.

Table of Contents

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Information Highlights

The following chart provides highlights of many of Huntington’s ESG and compensation practices. Shareholders should note, however, that this chart does not contain all the information provided elsewhere in this Proxy Statement; therefore, you should carefully read the entire Proxy Statement before casting your vote.

ESG or Compensation Topic		Huntington’s Practice
	Board Composition, Leadership, and Operations
Number of Director nominees		13
Substantially independent Board		Yes, 85% of nominees are independent
Independence of Audit Committee, HR and Compensation Committee, NESG Committee, and Risk Oversight Committee members		100%
Combined Chairman/CEO		Yes
Independent Lead Director with clearly defined authority and duties		Yes
Average Director nominee age		62 years
Mandatory retirement age		72 unless an exception is made
Average Director nominee tenure		6 years
Term limit		None
Gender diversity on the Board		4 nominees (31%)
Racial/ethnic diversity on the Board		3 nominees (23%)
Implemented a version of the Rooney Rule for Director candidate searches		Yes
Overboarded Directors		No nominee serves on more than two other public company boards
Board evaluations		Annual rigorous process, including a Board-level evaluation, committee-level evaluations, and one-on-one discussions between the Lead Director and each other Director; periodic use of a third party
Director onboarding and ongoing education		Yes
Director election voting standard		Majority of the votes cast for and against each nominee, with plurality carveout for contested elections
Director election frequency		Annual
Blank check preferred		Yes, but Huntington’s capital plan is submitted to the Federal Reserve
Number of Board meetings held in 2022		13
Number of Board and committee meetings held in 2022		56
Average Board and committee meeting attendance in 2022		97.5%
Executive sessions with only independent Directors		Yes, scheduled for all regular quarterly Board meetings
Direct access to management and other colleagues		Yes, the Board has direct access
Risk mitigation practices		Established an aggregate moderate-to-low, through-the-cycle risk appetite for the enterprise with key risks overseen by Board committees

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ESG or Compensation Topic		Huntington’s Practice
	Shareholder Rights
Right to call special meetings		Yes, by a majority of outstanding shares
Right to act by written consent		Must be unanimous
One share, one vote policy		Yes
Dual-class common stock		None
Cumulative voting permitted		No
Supermajority voting requirements		66.67% for charter or bylaw amendments
Poison pill		No
Proxy access bylaw		No
Exclusive forum bylaw		No
Fee shifting bylaw		No (prohibited by state law)
	Other Governance Highlights
Overall diversity among the executive officers		6 individuals (46%)
Shareholder engagement		Ongoing throughout the year
Council of Institutional Investors member		Yes
Independent auditor		PwC (since 2015)
	ESG Practices and Disclosures
Board oversight of ESG		Yes
ESG stakeholder assessment conducted		Yes, most recently completed in 2017
Annual ESG Report		Yes, began publishing for 2016
Human Rights Statement		Yes
Service Provider Code of Conduct		Yes
SASB Index disclosed		Yes, included within our ESG Report
TCFD Index disclosed		Yes, included within our ESG Report
CDP Climate Change Questionnaire response		A-score
PCAF member		Yes
Established GHG and other climate-related goals		Yes
Environmental Policy Statement		Yes
Climate Risk Policy Statement		Yes
Political contributions disclosure		Yes
Individual Director-by-Director skills and diversity matrix		Yes
DEI Corporate Policy Statement		Yes
EEO-1 data disclosure		Yes, available on our website
Pay gap analysis disclosure		Yes, included within our ESG Report

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ESG or Compensation Topic		Huntington’s Practice
	Compensation and Human Resource Matters
Succession planning for CEO and other executives		Yes, at least annually
CEO pay ratio		155:1
Stock ownership guidelines		10X salary for CEO and 3X for each NEO
Dividend or dividend equivalents paid on equity grants prior to vesting		No
Prohibition on Director and executive officer hedging and pledging of Huntington stock		Yes
Performance-based compensation		Yes, a majority of aggregate NEO LTI is based upon long-term performance; PSUs make up 55% of total annual LTI grant value for CEO and 50% for other NEOs
Compensation tied to culture		Yes, with performance reviews based 50% on what and 50% on how executives deliver
Recoupment policy		Yes
Compensation metrics		Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner
Current frequency of say-on-pay vote		Annual
Double-trigger change-in-control provisions		Yes
Excise tax gross-ups		No
Repricing of previously-granted stock options without shareholder approval		No
Annual assessment of compensation programs		Yes, against both peers and market best practices
Incentive plans encourage excessive risk taking		No
Independent compensation consultant		Pearl Meyer
	Corporate Information
Common stock symbol		HBAN
Stock exchange		Nasdaq
Common stock outstanding as of the Record Date		1,449,636,645 shares
State of incorporation		Maryland
Year founded		1866
Corporate headquarters		Columbus, Ohio (Detroit, Michigan serves as the operational headquarters of Huntington Bank’s commercial banking operations)
Registrar and transfer agent		Computershare
Corporate website		huntington.com
Investor Relations website		ir.huntington.com

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Proxy Summary

This Proxy Summary provides shareholders with an overview of the contents within the Proxy Statement. It is not, however, intended to take the place of a complete and careful reading of the Proxy Statement. Therefore, shareholders are encouraged to read the Proxy Statement in its entirety before casting their vote.

2023 Annual Meeting Overview

TIME & DATE 2:00 p.m. Eastern Time Wednesday, April 19, 2023	PLACE Online at meetnow.global/M2GTLL2	RECORD DATE Close of business on February 15, 2023	VOTING Common shareholders as of the Record Date are entitled to vote. Shareholders of record and most beneficial shareholders have several methods by which they can vote. Please refer to the Notice of 2023 Annual Meeting of Shareholders for voting methods.

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Your Vote is Important to Us

Regardless of whether you are planning to attend this year’s annual meeting, please submit your vote over the internet; by phone; or complete, sign, and return your proxy card as soon as you can so that we can be assured of obtaining a quorum.

Proposal 1: Election of Directors	The Board proposes the election of 13 individuals as Directors at this annual meeting. All our nominees are seasoned leaders. Collectively, they bring an effective variety of skills, knowledge, experience, perspectives, and diversity attributes to our Board. The independent Director nominees make up 85% of the Board.		Our Board recommends a vote FOR the election of each of the nominees for Director. See page 19 for further information.
Proposal 2: Advisory resolution to approve, on a non-binding basis, the compensation of executives as described in the proxy materials	The Board and the HR and Compensation Committee believe that our compensation policies and procedures strongly align the interests of executives and shareholders and that our culture focuses executives on sound risk management and appropriately rewards executives for performance.		Our Board recommends a vote FOR this proposal. See page 67 for further information.
Proposal 3: Advisory resolution to approve, on a non-binding basis, the frequency of future advisory votes on executive compensation	The Board believes that the interests of our shareholders are best served by continuing to hold say-on-pay votes annually as this holds our executives accountable for the actions they take each year.		Our Board recommends a vote for 1 YEAR. See page 111 for further information.
Proposal 4: Ratification of the appointment of the independent registered public accounting firm for 2023	The Board and the Audit Committee believe that the continued retention of PwC 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 PwC if its selection is not ratified by the shareholders.		Our Board recommends a vote FOR this proposal. See page 112 for further information.

2022 Performance Highlights

The past year saw significant growth and long-term investment for Huntington. Over the past year, we continued to invest in our colleagues, communities, and customers. These investments are described throughout this Proxy Statement. The following provides a high-level overview of our 2022 performance:

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Huntington Overview

Our Strategic Focus

Investing, differentiating, and optimizing…

During November of 2022, Huntington hosted its first Investor Day in over a decade. As discussed during this event, we have established foundational strategic pillars supporting execution and value creation across the Company. These pillars focus on investing for sustainable, profitable growth; differentiating our culture, brand, and customer experience; and optimizing for top quartile performance and value creation.

Our business segments and other groups throughout the Company have identified key strategies, processes, and goals to accomplish and excel in each of these pillars. Examples from some of these groups are set forth in the following table:

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Living our Purpose and Achieving our Vision

We succeed as an organization by looking out for people—specifically, our colleagues, customers, and communities.

Huntington understands the importance of looking out for those around us. We are keenly aware that our colleagues are our biggest assets and the keys to Huntington’s success. As such, we invest in their well-being and future. Our colleagues, along with our culture and Fair Play Banking Philosophy, have allowed us to create a customer experience that is recognized throughout the industry as being best in class. And, our giving back to those local communities that we serve further demonstrates our belief in investing in those around us.

Investing in Our Colleagues
We engage, develop, retain, and attract top-tier talent from across our core and extended footprints and beyond. Huntington seeks to cultivate a DEI culture with a focus on care and increasing engagement with our colleagues. We upskill and reskill colleagues to prepare for the future and empower them with Future of Work training. Our colleagues are our brand. Therefore, we strive to create succession for executive and leadership roles through development. We also elevate the colleague experience to transform the customer experience and execute business strategies through our top talent. Our commitment to invest in our colleagues is evidenced by:
	A $20 per hour minimum rate (effective January 1, 2023)
	Expanded medical plans, which include long-term disability, autism therapy treatment, and fertility services
	A Workplace Flex program and child and family care resources
	Our Social Equity Colleague Plan, focusing on culture and inclusion, development and career advancement, and talent experience
	An Employee Assistance Program that includes counseling sessions at no charge to colleagues

Building on Our Unique Customer Experience
Our Fair Play Banking Philosophy, which we launched over a decade ago, demonstrates how we make Huntington a unique experience for our customers. We are continually looking to expand our suite of products that help differentiate us as a bank and allow us to better meet our customers’ needs and expectations.
	Instant Access gives consumer and business banking customers immediate access to up to $500 from check deposits (since 2022)
	Standby Cash® that gives qualifying customers immediate access to cash with a line of credit based primarily on their checking and deposit history rather than credit score (since 2021)
	Early Pay, which automatically gives customers with qualifying direct deposits access to their paychecks up to two days early, at no additional cost (since 2021)
	Our no overdraft fee $50 Safety ZoneSM for consumers and businesses (since 2020)
	24-Hour Grace® for consumers and business customers (since 2010 for consumers; extended to business customers in 2020)
	Money Scout® to help enrolled customers look out for money they can set aside to build their savings (since 2020)
	Savings Goal GetterSM helps customers achieve real savings through goal setting and tracking (since 2020)
	Asterisk Free Checking® with no minimum balance requirements (since 2011)

Making a Difference in Our Local Communities
Huntington is committed to creating thriving, economically inclusive communities across our geographic footprint. We leverage our strategic partnerships and invest in meaningful solutions to impact progress in critical areas.
	Committed to and began executing on our five-year, $40 billion Community Plan in 2021, which focuses on home and consumer lending, small business, community development lending and investing, and racial and social equity
	Provided funding to more than 500 minority-, women-, and veteran-owned businesses through our commitment to Lift Local Business®

Our actions are further guided and directed by our Values:

Can-Do Attitude: We enthusiastically work and succeed together.

Service Heart: We work with an inclusive spirit, putting ourselves in each other’s shoes to better understand how we can help.

Forward Thinking: We are always looking ahead for ways to be the very best.

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Proposal 1 Election of Directors
The Board proposes the election of 13 Director nominees at this annual meeting. All our nominees are seasoned leaders and bring to our Board an effective variety of skills, knowledge, experience, and perspectives. ► See page 19 for further information.			Our Board recommends a vote FOR the election of each of the nominees for Director.

Board Key Facts

This year’s slate of nominees comprises a variety and balanced combination of backgrounds, experience, diversity attributes, age, and tenure. We believe that Huntington’s Directors, both individually and as a group, possess the mixture of skills needed to oversee the Company and its operations both now and for the foreseeable future.

Board Diversity and Skills

As part of the 2022 year-end Director questionnaire process, the Director nominees self-identified their demographic attributes, which are represented in the following.

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In addition to diversity attributes, Director nominees self-identified their skills and expertise gained through their varied backgrounds and industries. The overall skills represented on the Board, as identified by the Directors, are demonstrated through the following charts.

More detailed information about each nominee and the Board as a whole can be found within the Proposal 1 — Election of Directors section of this year’s Proxy Statement.

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Board Nominees

A brief description of the nominees for the 2023 Annual Meeting is set forth below:

	Directors and Nominees	Age	Director Since	Huntington Board Committees	Other Current Public Company Directorships
	Alanna Y. Cotton President and Chief Business Officer, Ferrero North America	50	2019	Community Development Committee Technology Committee
	Ann B. (Tanny) Crane President and CEO, Crane Group Company	66	2010	Audit Committee (Audit Committee Financial Expert) Community Development Committee (Chair) Executive Committee
	Gina D. France CEO and President, France Strategic Partners LLC	64	2016	Audit Committee (Audit Committee Financial Expert) HR and Compensation Committee	CBIZ, Inc. Cedar Fair, L.P.
	J. Michael Hochschwender CEO, The Smithers Group, Inc.	62	2016	HR and Compensation Committee Technology Committee (Chair)
	Richard H. King Chairman, Metropolitan Airports Commission, Minneapolis/St. Paul	67	2021	Technology Committee
	Katherine M. A. (Allie) Kline Founding Principal, LEO DIX	51	2019	NESG Committee Technology Committee	BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.)
	Richard W. Neu Retired Chairman, MCG Capital Corporation	67	2010	Audit Committee (Chair) (Audit Committee Financial Expert) Executive Committee NESG Committee	Tempur Sealy International, Inc.
	Kenneth J. Phelan Senior Advisor, Oliver Wyman, Inc.	63	2019	Executive Committee HR and Compensation Committee Risk Oversight Committee (Chair)	Adtalem Global Education Inc.
	David L. Porteous Attorney, McCurdy, Wotila & Porteous, P.C. and Independent Lead Director, Huntington	70	2003	Executive Committee (Chair) NESG Committee (Chair) Risk Oversight Committee
	Roger J. Sit CEO, Global Chief Investment Officer, and Director, Sit Investment Associates, Inc.	61	2021	NESG Committee Risk Oversight Committee
	Stephen D. Steinour Chairman, President, and CEO, Huntington and President and CEO, Huntington Bank	64	2009	Executive Committee	Bath & Body Works, Inc.
	Jeffrey L. Tate CFO and Executive Vice President, Leggett & Platt	53	2021	Audit Committee (Audit Committee Financial Expert)
	Gary Torgow Chairman, Huntington Bank	66	2021	Community Development Committee	DTE Energy Company

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Corporate Governance

Huntington’s Board and executive management endeavor to keep pace with and exceed the constantly evolving corporate governance standards. As such, we have adopted many robust corporate governance practices that govern the Company and Board.

See page 36 for further information.

More detailed information about Huntington’s corporate governance framework and practices can be found in the Corporate Governance section of this year’s Proxy Statement. Within this section, shareholders can find information on matters such as our shareholder engagement efforts, Director independence, and Board leadership.

ESG

At Huntington, we believe that the evolving nature of ESG creates both risks that must be mitigated and opportunities to be seized. Therefore, we continue to seek ways to enhance and expand our ESG practices to benefit our stakeholders while transparently providing them with information discussing our progress.

See page 58 for further information.

The Company’s robust governance framework is complemented by our environmental and social practices, all of which make up our ESG program. At Huntington, we believe that it is not just about succeeding as an organization—how we succeed is equally important. This means being good stewards of the environmental resources we touch and impact; it also means planning for the future, particularly with respect to mitigating climate change and how we are impacting the communities in which we operate. This also includes our giving of time and resources and understanding how we can further DEI, both within our communities and the Company. The ESG section of the Proxy Statement contains a high-level overview of our various ESG practices. Shareholders are encouraged to review Huntington’s annual ESG Reports that further describe environmental, social, and governance matters at the Company.

Proposal 2 Advisory Resolution to Approve, on a Non-Binding Basis, the Compensation of Executives as Described in the Proxy Materials
The Board and the HR 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. ► See page 67 for further information.			Our Board recommends a vote FOR this proposal.

The following highlights Huntington’s executive compensation practices, which are designed to incentivize not only success, but succeeding the right way. Plans are intended to encourage prudent risk taking while balancing both short- and longer-term wins. Shareholders should look to the Compensation of Executive Officers, including the CD&A, for detailed information on our pay-for-performance executive compensation structure.

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2022 Compensation Program

	Target Compensation Mix(1)			Description
	CEO	Other NEOs (Average)
	Base Salaries
				Fixed component representing 12.5% of aggregate total target compensation for our CEO and 24.8% for our other NEOs
	Annual Incentive Plan (Management Incentive Plan)
				Annual incentive plan with overall performance at 184.0% of target. As further described in the CD&A, the HR and Compensation Committee exercised negative discretion when certifying funding to reduce funding to 155.0% of target. Annual performance-based compensation based on: EPS(2) Operating Leverage(2) PTPP Earnings Growth(2)
	Long-Term Incentive Plan
				Awards of long-term incentive grants comprised of: PSUs (55% for CEO, 50% for other NEOs; based on Relative and Absolute ROTCE(2) + new revenue adjuster for the three-year 2022 – 2024 cycle) RSUs (45% for CEO, 50% for other NEOs)
(1) Based on annualized base salaries. Excludes Mr. Standridge, who only received a partial-year salary beginning with his employment on April 11, 2022. Mr. Standridge did not receive a Huntington 2022 LTIP award, but he did receive a one-time grant of RSUs in order to compensate Mr. Standridge for certain equity payments he forfeited as a result of accepting the opportunity with Huntington. For additional detail, see 2022 Compensation Decisions for Each Named Executive Officer in the CD&A. Including Mr. Standridge with his target MIP and target LTIP as a percentage of his base annualized salary, the non-CEO NEO compensation percentages would be: Base Salary (23.4%), Annual Incentive Plan (28.3%) and LTIP (48.3%). Note that some percentages may not add up to 100% due to rounding. (2) Non-GAAP, see Appendix A to this proxy statement for more information.

Executive Compensation Best Practices

What We Do			What We Do Not Do
	Significant stock ownership (10X salary for CEO)			No repricing of previously-granted stock options without shareholder approval
	Significant emphasis on performance-based compensation, with the majority dependent upon long-term performance			No perquisite or excise tax gross-ups upon change in control
	Annual assessment of compensation programs to compare them to those of our peers and market best practices			No single-trigger vesting of equity awards upon change in control
	Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner			No hedging or pledging of Huntington securities by executives or Directors
	PSUs make up 55% of total annual LTI grant value for CEO and 50% for other NEOs			No dividend or dividend equivalents paid on equity grants prior to vesting
	All incentive compensation, including vested and paid compensation, is subject to a robust Recoupment Policy			No incentive plans encourage excessive risk taking

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Proposal 3 Advisory Resolution to Approve, on a Non-Binding Basis, the Frequency of Future Advisory Votes on Executive Compensation
The Board believes that the interests of our shareholders are best served by continuing to hold say-on-pay votes annually as this holds our executives accountable for the actions they take each year. ► See page 111 for further information.			Our Board recommends a vote for 1 YEAR.

Shareholders are being requested to express their preference on how frequently we present the say-on-pay proposal to shareholders for a vote. Shareholders have the option to vote for every one, two, or three years. More information can be found under Proposal 3 — Advisory resolution to approve, on a non-binding basis, the frequency of future advisory votes on executive compensation.

Proposal 4 Ratification of the Appointment of the Independent Registered Public Accounting Firm for 2023
The Board and the Audit Committee believe that the continued retention of PwC 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 PwC if its selection is not ratified by the shareholders. ► See page 112 for further information.			Our Board recommends a vote FOR this proposal.

Shareholders are being requested to ratify PwC as the Company’s independent auditors for 2023. Information about PwC, our engagement arrangement, and the fees paid can be found under Proposal 4 — Ratification of the Appointment of the Independent Registered Public Accounting Firm for 2023.

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Election of Directors

Proposal 1 Election of Directors
The Board proposes the election of 13 individuals as Directors at this annual meeting. Directors elected at the meeting will each serve a one-year term until the 2024 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal. We have no reason to believe that any nominee will be unable or unwilling to serve as a Director if elected. If, however, any of these nominees should become unavailable, the Board may decrease the number of Directors pursuant to our Bylaws or may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.			The Board recommends a vote FOR the election of each of the nominees for Director.

Shareholders are being requested to vote on a proposal to elect 13 nominees as Directors of Huntington. The Board recommends that you vote FOR each nominee because they bring to our Board an effective variety of skills, knowledge, experience, and perspectives. Each nominee is a proven leader within their respective fields and industries.

After consideration of the current composition of the Board, the results of the annual Board evaluation, and the Company’s strategic objectives and goals, the Board, upon consultation with the NESG Committee, has nominated the following individuals, each of whom is currently serving, for election at the 2023 Annual Meeting of Shareholders:

Pursuant to Huntington’s Bylaws, all Directors shall serve a one-year term until the 2024 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal. Pursuant to the Board’s mandatory retirement age, Beth Ardisana was not eligible for renomination this year, and accordingly, she has not been nominated. Additionally, Bob Cubbin was not renominated this year.

The General Information on Voting and the Annual Meeting section of the Proxy Statement contains information on how to nominate and recommend individuals for directorship.

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Diversity & Inclusion on the Board

Our nominees for directorship represent a well-rounded diversity of backgrounds, skills, knowledge, experience, perspectives, and characteristics. All our nominees are seasoned leaders. We also have a mix of newer and longer-term Directors among the nominees. As of the 2023 Annual Meeting, the average tenure of our Director nominees will be approximately 6 years, and the nominees will range in age from 50 to 70 years.

The Board believes that its membership should be diverse with respect to gender, race, and ethnicity. By maintaining diversity within the boardroom, the Board is setting the tone at the top and supporting the Company's DEI efforts.

To further demonstrate its commitment to diversity and to memorialize the practices already taking place, at the beginning of 2022, the Board amended the Corporate Governance Guidelines to adopt a version of the Rooney Rule, which states that the NESG Committee will include highly qualified candidates who reflect diverse backgrounds (including diversity of gender, race, and ethnicity) in the pool from which nominees are chosen. Any third-party firms or consultants used to compile a pool of candidates will be required to include a diverse slate.

The Board measures the success and efficacy of these refreshment practices by the levels of diversity the Board is able to maintain on an ongoing basis.

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Board Skills, Experience and Diversity

A summary of the qualifications and attributes as self-identified by our Director nominees is presented below.

Individual Director Characteristics
		Cotton	Crane	France	Hochs- chwender	King	Kline	Neu	Phelan	Porteous	Sit	Steinour	Tate	Torgow
Skills & Experience
Audit/Financial Reporting
Client/Consumer Marketing, Branding & Communication
Compensation & Human Capital Management
ESG
Financial Services
Government, Public Policy & Regulatory
Legal
Public Company Executive
Risk Management
Strategic Planning/M&A
Technology, Cybersecurity & Information Security
Demographic Background
Independent
Tenure (Years)		3	12	6	6	1	4	13	3	19	1	14	1	1
Total Number of Public Company Boards		1	1	3	1	1	2	2	2	1	1	2	1	2
Age (Years)		50	66	64	62	67	51	67	63	70	61	64	53	66
Gender (Male (M)/Female (F)/Non-Binary (NB))		F	F	F	M	M	F	M	M	M	M	M	M	M
LGBTQ+
Race/Ethnicity
African American or Black
Asian
White

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The following are descriptions of the skills that the Board believes are critical to the effective oversight of the Company. We also describe how each impacts our strategy, Purpose, Vision, or Board oversight.

		Audit/Financial Reporting		Prior experience working in finance, accounting, and/or audit, internally or externally, or otherwise qualifying as an Audit Committee Financial Expert. As a bank holding company with multiple subsidiaries and business lines, it is important to have Directors who understand auditing and financial reporting requirements.
		Client/Consumer Marketing, Branding & Communication		Experience leveraging technology to improve the customer experience online and in-store and driving omnichannel experiential initiatives. Customer marketing and branding experience with digital mindset. We look out for people, and it is important to have Directors who understand the channels and strategies we use to connect to our customers.
		Compensation & Human Capital Management		Experience aligning compensation with strategy and performance, tying compensation to behaviors, and ensuring compensation plans do not encourage excessive risk taking. Experience developing a strong corporate culture and focusing on colleague engagement. Experience in human capital management. Looking out for people includes our colleagues, and having Directors with these skills helps ensure the Board is better able to oversee this area.
		ESG		Experience with ESG practices, from a sustainability and/or reporting perspective, with a focus on leadership in modern board practices and corporate governance. We are continually striving to further integrate and advance ESG throughout the Company. Having Directors who understand the different facets of ESG is important to the Board’s ability to oversee this rapidly changing field.
		Financial Services		Experience with capital markets or financial market products and services and an understanding of payment platforms, models, systems, and technology. Financial services remain at the heart of our Vision to become the country’s leading people-first, digitally powered bank. It is important to have Directors who can oversee how we realize our Vision.
		Government, Public Policy & Regulatory		Experience working closely with government officials at a local, state, or federal level; developing or leading public policy; or working in the government. Experience with regulators and regulatory issues. Banking and financial services are heavily regulated and are becoming more political in nature. Having Directors with this skill is important to the Board’s oversight.
		Legal		Significant experience as a lawyer at a firm, with the government, or as in-house counsel with a track record of assessing risk, implementing appropriate mitigation measures, and advising business clients. We have established an aggregate moderate-to-low, through-the-cycle risk appetite, and having Directors with a legal background helps us avoid and mitigate certain risks.
		Public Company Executive		CEO or other senior executive (direct report to CEO) of a publicly traded company. It is important to have proven leaders on the Board who can oversee the Company’s management team as they execute on our strategies and goals.
		Risk Management		Deep experience with enterprise risk management principles and concepts as well as experience managing risk at a large, complex organization. Risk and risk management plays a significant role in our industry. As such, we have established an aggregate moderate-to-low, through-the-cycle risk appetite, and we need Directors with experience in avoiding and mitigating risks.
		Strategic Planning/M&A		Experience leading complex mergers, acquisitions, or divestitures and direct involvement in the integration of people, systems, data, and operations. Strategic planning is important for any company, including Huntington, and we must be able to seize opportunities as they come. It is important that we have Directors who are able to oversee our business development planning activities and evaluation of opportunities.
		Technology, Cybersecurity & Information Security		Knowledge in cybersecurity and information technology systems and developments, either through academia or industry experience. Experience leading technology strategy for a large organization or experience managing security risks at a large organization. A significant piece of our Vision is to be digitally powered. To help us achieve this portion of our Vision, the Board needs Directors with experience in these areas.

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Director Nominees

The following provides biographical information regarding each of the nominees, including the specific business experience, qualifications, attributes, and skills that were considered, in addition to prior service on the Board, when the Board determined to nominate them. As described in the following biographical information, each nominee brings significant experience to the Board and the committees on which they serve, leading to the Board's determination that each of the nominees is well qualified to serve as a Director on Huntington’s Board.

Alanna Y. Cotton

Director  since: 2019 Age: 50 Committees: Community Development Committee Technology Committee

Career Highlights President and Chief Business Officer, Ferrero North America. Since September 2022, Ms. Cotton has been responsible for driving continued growth for Ferrero’s business in the U.S., Canada, and Caribbean, building upon its growing footprint and capabilities for iconic brands like Kinder, Butterfinger, Nutella, Tic Tac, Keebler, Famous Amos, and Mother's. Under her guidance, the company is expanding its capabilities in North America. Former President of Operations, Central & Eastern Europe for The Coca-Cola Company. She 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 to 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. 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, making her a valued member of the Board.       Education Holds a bachelor’s degree in environmental engineering from Northwestern University and a master’s degree in business administration from Stanford University.       Key Experience and Skills: Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management Financial Services Government, Public Policy & Regulatory Strategic Planning/M&A Technology, Cybersecurity & Information Security

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Ann B. (Tanny) Crane

Director since: 2010 Age: 66 Committees: Audit Committee Community Development Committee (Chair) Executive Committee

Career Highlights President and CEO, 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 for Wendy’s International from 2003 to 2007. Also served on the board for State Savings Bank from 1993 to 1998. Widely recognized for her and her company’s philanthropy throughout Central Ohio. An accomplished executive who brings a wealth of knowledge of the financial services industry, community support and investment, and leadership to our Board, all of which make her qualified to serve as a Director.       Education Holds a bachelor’s degree in marketing and finance from The Ohio State University and a master of management in marketing and finance from the J.L. Kellogg Graduate School of Management at Northwestern University.       Key Experience and Skills: Audit/Financial Reporting Client/Consumer Marketing, Branding & Communication ESG Financial Services Government, Public Policy & Regulatory Strategic Planning/M&A

Gina D. France

Director since: 2016 Age: 64 Committees: Audit Committee HR and Compensation Committee Other Current Public Company Directorships: CBIZ, Inc.; Cedar Fair, L.P.

Career Highlights CEO and President of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country. Before founding France Strategic Partners 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 40 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. Appointed a director of the BNY Mellon Family of Funds in 2019. Previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries. Serves as a director of the Cleveland Modern Dance Association and was a founding board member and treasurer of In Counsel with Women. 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.       Education 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.       Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A

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J. Michael Hochschwender

Director since: 2016 Age: 62 Committees: HR and Compensation Committee Technology Committee (Chair)

Career Highlights CEO 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. He also served as its President until May 2021. 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 three decades of corporate management and consulting experience. Served five years in the U.S. Navy SEAL Teams, deploying to Southeast Asia and the Middle East and attaining the rank of Commander. Active in local health, civic, and educational organizations, currently serving on the boards of Burton D. Morgan Foundation and the Tulane School of Science and Engineering. Served on the boards of the Akron General Medical Center, the Greater Akron Chamber of Commerce, Ohio Foundation of Independent Colleges, Old Trail School, The American Council of Independent Laboratories, and The University of Akron Foundation. Brings substantial leadership and executive experience, as well as business experience in the northeast Ohio market, making him qualified to serve on the Board.       Education Holds a bachelor’s degree in biology and environmental studies from Tulane University and a master’s degree in business administration from the Wharton School of Business at the University of Pennsylvania.       Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Strategic Planning/M&A Technology, Cybersecurity & Information Security

Richard H. King

Director since: 2021 Age: 67 Committees: Technology Committee

Career Highlights Began serving as Chairman of the Metropolitan Airports Commission in Minneapolis, Minnesota in July 2019. Served in a variety of senior roles at Thomson Reuters, a global provider of intelligent information, from 2000 until his retirement in 2021, most recently serving as Managing Director of Operations from January 2020 until his retirement. Prior to that, he served as Executive Vice President and Chief Information Officer during 2019 and from 2015 to 2017; Executive Vice President, Operations from 2017 to 2019; Executive Vice President & Chief Operating Officer for Technology from 2012 to 2015; and Chief Technology Officer of Thomson Reuters Professional Division and Executive Vice President and Chief Operating Officer of Thomson West from 2008 to 2012. Completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program and received the CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University. Serves as chair of the Technology Advisory Council for the State of Minnesota. Brings significant cybersecurity and technological expertise, making him a valued Director on our Board.   Education Holds bachelor's and master's degrees in education from the University of Vermont.   Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in June 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2014.   Key Experience and Skills: Compensation & Human Capital Management Financial Services Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A Technology, Cybersecurity & Information Security

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Katherine M. A. (Allie) Kline

Director since: 2019 Age: 51 Committees: NESG Committee Technology Committee Other Current Public Company Directorships: BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.)

Career Highlights Founding Principal of LEO DIX, a boutique management consultancy. Served as EVP and 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, Yahoo, Yahoo Finance, and Yahoo Sports. She served in this role from 2015 to 2018 following Verizon’s acquisitions of AOL and Yahoo, where she was responsible for all consumer and B2B marketing, digital, communications, brand, and corporate citizenship. She simultaneously served as CEO of MAKERS. Held the position of Chief Marketing and Communications officer for AOL from 2013 to 2015 prior to 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. A board member of the National Forest Foundation, serving on the executive committee. Founded and chaired the board of trustees of Verizon Media’s Charitable Foundation and previously chaired the AOL Foundation. She also served on 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 Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies), and the Washington Wizards. Renowned for her business, marketing, and communications expertise with fast-growth companies, as well as cyber, M&A, transformations, and ESG/DEI/values leadership, all of which make her qualified to serve on our Board.       Education Holds a bachelor’s degree in corporate communications from Ithaca College.   Other Prior Public Company Boards Within Five Years Served on the board of Waddell & Reed Financial, Inc. from February 2020 to April 2021. Served on the board of Pier 1 Imports, Inc. from September 2018 to October 2020.       Key Experience and Skills: Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A Technology, Cybersecurity & Information Security

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Richard W. Neu

Director since: 2010 Age: 67 Committees: Audit Committee (Chair) Executive Committee NESG Committee Other Current Public Company Directorships: Tempur Sealy International, Inc.

Career Highlights 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 CEO 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 valuation and investment committees. Served as Executive Vice President, CFO, 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 CFO and was elected to the board in 1992. Serves as the lead director, chair of the compensation committee, and as a member of the audit committee and nominating and governance committee on the board of Tempur Sealy. 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 CFO of a major regional bank holding company, and 15 years in a variety of public company board roles. 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 as Chair of its Audit Committee.       Education Holds a bachelor’s degree in business administration from Eastern Michigan University.       Other Prior Public Company Boards Within Five Years Served on the board of Oxford Square Capital Corporation from 2016 to 2021.       Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Risk Management Strategic Planning/M&A

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Kenneth J. Phelan

Director since: 2019 Age: 63 Committees: Executive Committee HR and Compensation Committee Risk Oversight Committee (Chair) Other Current Public Company Directorships: Adtalem Global Education Inc.

Career Highlights Senior Advisor, Oliver Wyman, Inc., global management consulting firm, since 2019. Served as CRO 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 CRO for RBS Americas from 2011 to 2014. 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 Risk Oversight Committee and the Board. He was determined by the Board to be a “risk management expert” under the Federal Reserve’s Regulation YY.       Education Holds a master’s degree in economics from Trinity College in Dublin, Ireland and a juris doctor degree from Villanova University.       Key Experience and Skills: Compensation & Human Capital Management Financial Services Government, Public Policy & Regulatory Legal Public Company Executive Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security

David L. Porteous

Director since: 2003 Age: 70 Lead Director   Committees: Executive Committee (Chair) NESG Committee (Chair) Risk Oversight Committee

Career Highlights 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 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 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 chaired the audit committee. Served on the board of trustees of Michigan State University, where he 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. Brings significant legal, economic, and leadership experience to the Board and committees on which he serves.       Education Holds a bachelor’s degree in criminal justice from Michigan State University and a juris doctor degree from Western Michigan University, Cooley Law School.       Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Legal Risk Management Strategic Planning/M&A

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Roger J. Sit

Director since: 2021 Age: 61   Committees: NESG Committee Risk Oversight Committee

Career Highlights CEO, Global Chief Investment Officer, and Director at Sit Investment Associates, Inc., a privately-owned institutional investment management firm. Served in the US Air Force, attaining the rank of Captain. Has over 30 years of financial services experience. Serves on the board of the McKnight Foundation, a family foundation that is focused on advancing a more just, creative, and abundant future where people and the planet thrive; he is a member of the investment committee and executive committee and is a past chair of the finance & audit committee and the investment committee. Brings significant leadership and financial services expertise, making him a valuable member of our Board.       Education Holds a bachelor’s degree in management from the U.S. Air Force Academy, a master’s degree in systems management from the University of Southern California, and a master’s degree in business administration from the Harvard Business School.       Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in June 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2015.       Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A

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Stephen D. Steinour

Director since: 2009 Age: 64   Committees: Executive Committee Other Current Public Company Directorships: Bath & Body Works, Inc.

Career Highlights Chairman, President, and CEO of Huntington and President and CEO of Huntington Bank since January 2009. He was also Chairman of Huntington Bank until the TCF Merger. 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 CEO in 2007. Serves as the chair of the audit committee and as a member of the executive committee on the board of Bath & Body Works. Former director of the Federal Reserve Bank of Cleveland. A trustee of The Ohio State University Wexner Medical Center and co-chair of The Columbus Partnership. Member of the Ohio Business Roundtable, the Bank Policy Institute, and The Clearing House. 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. 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 CEO.       Education Holds a bachelor’s degree in economics from Gettysburg College and completed the Stanford University Graduate School of Business Executive Program.       Other Prior Public Company Boards Within Five Years Served on the board of L Brands, Inc. until its split into separate companies in August 2021; continued on the board of Bath & Body Works. Served on the board of Exelon Corporation until April 2020.   Key Experience and Skills: Audit/Financial Reporting Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security

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Jeffrey L. Tate

Director since: 2021 Age: 53   Committees: Audit Committee

Career Highlights CFO and Executive Vice President of Leggett & Platt, a diversified manufacturer, since September 2019. Previously served as Vice President and Business Finance Director for the Packaging and Specialty Plastics segment of The Dow Chemical Company, a position he held from August 2017 until August 2019. He directed and oversaw all finance activities to provide strategic and financial counsel for the businesses. Also served as Chief Auditor from December 2012 to July 2017 with responsibility for leading internal audit and corporate investigations globally. Began his career with Dow in Louisiana in 1992 and held a variety of accounting and controller roles before relocating to Michigan for several finance leadership assignments in Dow Automotive, Investor Relations, Performance Materials, and Performance Plastics. Chosen as CFO of the Year by the National Association of Black Accountants in 2020. In 2020 and 2012, he was named to Savoy Magazine’s Top 100 Most Influential Blacks in Corporate America. He is a member of the Financial Executives International; the Executive Leadership Council; the American Institute of Certified Public Accountants; and Omega Psi Phi Fraternity, Incorporated. Previously served on the PCAOB Standing Advisory Group. Brings significant finance and accounting expertise, making him a key member of the Board and Audit Committee.   Education Holds a bachelor’s degree in accounting from the University of Alabama and is a Certified Public Accountant.   Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in June 2021, he served on the board of TCF (legacy Chemical Financial Corporation at the time) since 2017.   Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Public Company Executive Risk Management Strategic Planning/M&A

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Gary Torgow

Director since: 2021 Age: 66   Committees: Community Development Committee Other Current Public Company Directorships: DTE Energy Company

Career Highlights Chairman of Huntington Bank since June 2021. Previously served as the executive chairman of TCF (known as Chemical Financial Corporation until August 2019) from September 2016 until the TCF Merger in June 2021; previously served as executive chairman of Talmer Bancorp, Inc. until its merger with Chemical Financial Corporation (later renamed TCF in August 2019). Before joining Talmer, Mr. Torgow founded and chaired the Sterling Group, a Michigan-based real estate, development, and investment company. Serves as a director of Blue Cross Blue Shield of Michigan. Serves as a trustee of the Community Foundation for Southeast Michigan and on the executive committee of the Business Leaders of Michigan. Mr. Torgow is on the boards of the Detroit Regional Partnership, Invest Detroit, and the Skillman Foundation, among others. He also serves as chairman of the Steering Committee at Mosaic United and as board president for the Yeshiva Beth Yehudah school. He is well known throughout Michigan for his business and philanthropic activities. Brings significant financial services expertise, as well as deep knowledge about the Midwest, Detroit, and Michigan marketplaces, making him a valued member of the Board.   Education Holds a bachelor’s degree in history from Yeshiva University and a law degree from Wayne State University. A licensed attorney and member of the State Bar of Michigan.   Other Prior Public Company Boards Within Five Years As set forth above, served as executive chairman of TCF from September 2016 until the TCF Merger.   Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A

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Compensation of Directors

Our compensation philosophy for the Board is to provide compensation to non-employee Directors that reflects the significant time commitment and substantial contributions the Directors are expected to make to the value creation and governance of Huntington.

The compensation levels and structure for Directors are designed, with the input of the independent compensation consultant, to enable us to attract and retain high caliber talent at a national level and also to align the Directors’ interests with those of our shareholders. The program is retainer-based and paid in a combination of cash and equity. A meaningful portion of Director compensation is paid in equity that is subject to ownership requirements. Meeting fees in cash are paid only when the number of meetings exceed a certain threshold. The CEO does not receive compensation for his service as a Director.

The HR and Compensation Committee performs a review of the compensation program for Directors each year facilitated by the independent compensation consultant. In 2021, the HR and Compensation Committee set the Director annual cash retainer at $100,000 and the Director annual equity retainer at $137,500 to align with market practices.

Director Equity Compensation A meaningful portion of Director compensation is paid in equity that is subject to ownership requirements. Equity grants for Directors are in the form of deferred stock units. The deferred stock units are vested upon grant but not released to the Director until the later of six months following separation of service or one year from the date of grant.

All fees payable in cash are paid in quarterly installments. A Director may defer all or a portion of the cash and equity compensation payable to the Director through participation in the Director Deferred Compensation Plan.

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Director Compensation 2022

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Director Deferred Compensation Plan

We offer a deferred compensation program that allows the members of the Board to elect to defer receipt of all or a portion of the cash and equity compensation payable to them in the future for services as Directors. Amounts deferred will accrue interest, earnings, and losses at the market rate of the investment option selected by the participant. The investment options consist of Huntington common stock and a variety of mutual funds that are generally available under and/or consistent with the types of investment options available under our tax-qualified 401(k) Plan for colleagues.

A Director’s account will be distributed either in a lump sum or in annual installments, as elected by each Director, following the age or date specified by the Director at the time the deferral election was made, or the Director’s termination as a Director. All the assets of the current and predecessor plans are subject to the claims of our creditors.

As of December 31, 2022, the participating Directors’ accounts under the current and predecessor plans were substantially comprised of Huntington common stock and had the values set forth in the table below.

In addition, Ms. France and Mr. Hochschwender have account balances under a FirstMerit Corporation deferred compensation plan valued at $903,370 and $1,127,086 respectively, as of December 31, 2022. The investment options consist of Huntington common stock and a variety of mutual funds that are generally available under and/or consistent with the types of investment options available under our tax-qualified 401(k) Plan for colleagues.

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Corporate Governance

Commitment to Good Governance Practices

Huntington’s Board and management believe that strong corporate governance is critical to our long-term success. Executive management and the Board work together to not only maintain legal and regulatory compliance with respect to our governance practices, but to also implement a robust governance framework with hallmarks of transparency and effectiveness. By having appropriate governance practices in place, we are better equipped to operate efficiently, keep pace with market trends and shareholder expectations, and remain compliant with regulatory expectations. Moreover, the Company understands that the governance landscape and shareholder focuses are constantly changing and evolving; therefore, Huntington seeks to continually monitor its practices with a view towards enhancing them over time.

To this end, the Board has adopted several corporate governance documents that compose Huntington’s governance framework. Chief among these is the Corporate Governance Guidelines that detail Board responsibilities, Director qualifications, and structures and practices intended to enhance the Board’s effectiveness.

As demonstrated throughout this Corporate Governance section and as highlighted in the Information Highlights, Huntington has a record of implementing a strong governance framework.

Documents available on or through our website at ir.huntington.com:
Corporate Governance Documents Corporate Governance Guidelines Code of Conduct and Ethics Financial Code of Ethics for CEO and Senior Financial Officers Recoupment Policy Board Committee Charters Audit Committee Charter Community Development Committee Charter Executive Committee Charter HR and Compensation Committee Charter NESG Committee Charter Risk Oversight Committee Charter Technology Committee Charter	Investor Relations Policies Investor Relations Public Disclosure and Access Policy   ESG Documents ESG Report TCFD Index (part of our ESG Report) SASB Index (part of our ESG Report) EEO-1 data disclosure Huntington Political Action Committee Contribution Report DEI Corporate Policy Statement Environmental Policy Statement Climate Risk Policy Statement Human Rights Statement Service Provider Code of Conduct

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Shareholder Outreach and Engagement

We value the views of our investors and welcome feedback from them. The NESG 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 ESG and executive compensation matters with our largest investors biannually. During 2022, we were actively engaged in discussions with Huntington’s shareholders. These conversations are summarized for the NESG Committee, thus providing the Board with valuable insight from these interactions.

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. Overall, through multiple efforts we have engaged with shareholders owning, in the aggregate, over 40% of our common stock during 2022.

Our Corporate Governance, ESG, Investor Relations, and Total Rewards teams work closely together to provide an effective, integrated engagement program that positively impacts all types of institutional investors and their representatives. The following provides an overview of our engagement process:

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During the autumn outreach calls this year, we solicited shareholder feedback primarily on our ESG practices and disclosures and executive compensation. As part of this year's outreach, we also participated in the Council of Institutional Investors’ Engagement Exchange that took place during their Fall 2022 Conference and the Investor Forum that occurred during the Society for Corporate Governance's 2022 National Conference. Feedback from these engagements was summarized and presented to the NESG Committee so that the Board understands what issues are most important to shareholders.

The following sets forth some of the most frequent feedback we received and how we are addressing it:

What we heard…		How we are addressing it…
Many shareholders continued to express an interest in Huntington’s path to net-zero carbon emissions.		Well in advance of this year's calls, we had developed an internal exploratory roadmap to achieving net-zero carbon emissions. We continue to refine our roadmap based on our updated baseline emissions data and intend on making this information public in the future.
More broadly, Huntington’s response to climate change and climate risk continued to be a common discussion point with shareholders.		We are continuing to incorporate ESG throughout the organization to support operating and banking responsibly from both a climate change and climate risk perspective. We are also in the process of assisting our customers in their transition to a low-carbon economy.
Shareholders sought to better understand our calculation of the Company's financed emissions and the approach we are taking to mitigate them.		We have been working towards understanding and calculating the scope of our financed emissions for some time. During the fourth quarter of last year, we completed our first analysis and calculation of Huntington's 2021 financed emissions. We have begun to sort and stratify this data to have a better understanding of these emissions and the opportunities that may exist for us. This data has been incorporated into new credit relationships and review of our vendors. Further, there are work streams across the Company to further integrate this data throughout the organization. We have also started reviewing our 2022 financed emissions.

Communications with the Board

Shareholders and other interested parties who wish to send communications to the Board may find information on the Board of Directors page accessible through our website at ir.huntington.com. Communications may be directed to the Board, a committee of the Board, the independent Lead Director, the independent Directors as a group, or an individual Director by indicating in the communication to whom it should be directed.

The Office of the Corporate Secretary circulates communications to the appropriate Director or Directors, except for those communications that are of a personal nature or unrelated to the duties and responsibilities of the Board, including, without limitation, routine customer service matters, commercial solicitations, employment resumes, and mass mailings.

For those customers seeking support, please refer to the Customer Service page on Huntington’s website.

Capital Planning

Huntington implements a disciplined capital planning process that is designed to ensure the Company maintains the necessary capital and liquidity levels to meet regulatory requirements and customer needs. Further, we seek to employ capital in an efficient manner that takes a long-term view in balancing the Company’s liquidity needs and returning capital to shareholders through dividends and share repurchases/buybacks.

Company Oversight. A cross-functional group, which includes Treasury and Finance, is responsible for capital planning with oversight provided by Risk Management and Internal Audit. Distributions of capital, whether via dividends or share repurchases, are overseen and approved by the Board. The Board's authorization of share repurchase programs are publicly disclosed to shareholders following approval.

Regulatory Oversight. Huntington's capital planning is subject to ongoing review by the Federal Reserve, one of Huntington’s prudential regulators. Huntington’s capital plan is submitted to the Federal Reserve following final review and approval from our Board.

Capital Priorities. We continually evaluate and assess the Company’s capital position and plans. Currently, Huntington’s Capital Priorities consist of the following:

Funding Organic Growth

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Supporting the Dividend

Buybacks/Other

We believe that prudent investment and allocation of capital is critical to our success and long-term value creation for all our stakeholders.

Continually Assessing and Enhancing Director Skills and Board Effectiveness

The NESG Committee regularly assesses the composition of the Board to assure that the appropriate knowledge, skills, and experience are represented. A robust refreshment and succession planning process has been established to enhance the Board’s current set of skills, to plan for known Director retirements, and to be ready for unplanned changes.

Board Refreshment and Succession Planning

At least annually, the NESG Committee assesses the size of the Board and reviews its composition to ensure that the appropriate knowledge, skills, and experience are represented, in the Committee’s judgment. The Board is committed to an ongoing refreshment process.

To help bring about fresh perspectives, several Directors have been added within the last five years. The Board recognizes that it is critical to maintain a range of tenures to ensure sufficient experience for Board leadership positions, Board continuity, and institutional knowledge through economic cycles and business climates. The tenures of our Director nominees range from one year to 19 years (as of the date of the 2023 Annual Meeting).

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Director Qualifications Factors considered by the NESG Committee and the Board in their review of potential candidates include: The candidate’s general business knowledge and special skills, expertise, and background that would complement the attributes of the existing Directors. The candidate’s diversity, background, and experiences. Whether the candidate has exhibited behavior that indicates they are committed to the highest ethical standards. The candidate’s leadership and prominence within their business, governmental, or professional activities and whether their reputation demonstrates the ability to make the kind of important and sensitive judgments that the Board is called upon to make. The candidate’s willingness to challenge management while working constructively as part of a team in an environment of collegiality, confidence, and trust. A determination of whether the candidate will be able to devote sufficient time and energy to the performance of their duties as a Director based on their current and potential commitments. The candidate’s experience in industries and with practices applicable to the Board’s oversight of Huntington. The existence of any conflicts of interest.

As demonstrated in the Diversity & Inclusion subsection under Proposal 1 — Election of Directors, diversity is a priority for the Board and the NESG Committee in the selection and recruitment of Directors.

Selection and Recruitment of Directors

The NESG Committee thoroughly reviews the qualifications of potential Director candidates, as well as those Directors standing for reelection, and makes recommendations to the full Board. Each of the Director nominees meets the standards listed in the Board Refreshment and Succession Planning subsection above. From time to time, the NESG Committee will identify additional selection criteria for Board membership, taking into consideration the Company’s business strategy, the business environment, and current Board composition. The NESG Committee may also use a third-party search firm to seek out candidates for the Board. During 2022, the NESG Committee engaged James Drury Partners and Spencer Stuart to assist with locating and vetting potential candidates.

When seeking out individuals for appointment to the Board, the NESG Committee and Board undertake a rigorous screening process. This process helps ensure that the right individuals are selected for directorship. The following sets forth the typical selection and recruitment process:

Sources for candidates		Candidate pool		In-depth review		Recommendation to the Board		Board review
The NESG Committee and Board consider potential candidates submitted by Directors, management, search firms, shareholders, and self-nominees.		Director searches include a diverse slate of candidates in terms of race, ethnicity, and gender in accord with the Rooney Rule as previously described.		Certain Directors meet with potential candidates. Consider candidates’ skills, background, and diversity. Review candidates for independence and potential conflicts.		NESG Committee makes a recommendation to the Board following the review process.		Following the NESG Committee's recommendation, the full Board will vote on the candidate's appointment.

The Director Onboarding and Continuing Education subsection describes the process that new Directors undergo to assist with their acclimation to the Board and Company. Individuals who wish to recommend individuals for directorship are encouraged to review the General Information on Voting and the Annual Meeting section.

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Regular Board Evaluations

The NESG Committee oversees a Board evaluation process for the Board and its committees each year. Regular evaluation is critical to assessing strengths and identifying areas for enhancement, and the annual process is designed to ensure that Board members are free to speak openly and candidly. Periodically, the Board will engage an experienced third party to facilitate the Board’s self-assessment and assessments of individual Directors.

As part of the Board evaluation process, the Board considers, among other matters, whether its composition reflects the skills needed to appropriately oversee the Company’s long-term strategy and continued success. The Board also evaluates its processes and interactions with management to determine whether it is operating efficiently with respect to its oversight responsibilities.

In addition to participating in the annual Board evaluation process, Directors are encouraged to raise any topics related to Board performance and effectiveness, or any other matter, at any time with the independent Lead Director, the Chair of the NESG Committee, the chair of an applicable committee, the Chairman of the Board, or the Board as a whole, as appropriate. The Lead Director makes it a point to engage one-on-one with each Board member throughout the year.

The following sets forth the process that was used for the Board’s 2022 evaluation:

Board dynamics and operations;

Board structure and composition;

Business strategy;

Risk management and governance;

Relations with our regulators;

Executive performance, incentive compensation, and succession planning;

Information presented to the Board and Director engagement;

Crisis response and management; and

Sustainability and ESG.

As a result of the most recent Board evaluation process, the following enhancements are expected to take place:

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Ongoing enhancement of meeting materials, resulting in more efficient meetings and interactive discussions with management;

Hold additional discussions on ESG matters with the full Board;

Continue focusing and progressing on DEI matters; and

Continue reviewing and evaluating Board refreshment and management succession opportunities.

Board Role and Responsibilities

The Board’s Role in Risk Oversight

We rely on comprehensive risk management processes to identify, measure, monitor, control, and report risks and to aggregate risks across the enterprise. This system enables the Board to understand the effectiveness of the Company’s risk management practices and capabilities, review the Company’s risk exposure relative to its risk appetite, and ensure management elevates certain key risks for discussion at the Board level.

Our Risk Governance and Risk Appetite Framework serves as the foundation for consistent and effective risk management. It outlines the seven types of risk that the Company faces:

Compliance risk	Operational risk
Credit risk	Reputation risk
Liquidity risk	Strategic risk
Market risk

The Framework describes components of our risk management approach, including our risk appetite and risk management processes, with a focus on the role of all colleagues in managing risk. Additionally, the Framework defines the aggregate risk levels and types of risk our Board and management believe are appropriate to achieve the Company’s strategic objectives and business plans.

While the Board has three committees that primarily oversee implementation of this desired risk appetite and the monitoring of our risk profile—the Risk Oversight Committee, the Audit Committee, and the Technology Committee—the full Board is engaged in discussing risks. All standing committees report their deliberations and actions at each full Board meeting. Noteworthy issues from each committee’s agenda are called to the attention of the full Board. In addition, all scheduled committee meetings are open to all Directors. The Directors regularly communicate directly with members of senior management, and the Board and committees regularly meet in executive session without management present.

The role of each Board committee is further described under Board, Committee, and Leadership Structure.

Board of Directors Directly oversees risks related to Company strategy and leadership. Our aggregate moderate-to-low, through-the-cycle risk appetite is an integral part of our strategy and strategic planning process. Meets frequently with senior management and is devoted to reviewing strategic priorities. The CEO reserves time at the beginning of Board meetings to discuss priorities and initiatives. Special Board sessions are periodically 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.

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Board Committees

Risk Oversight Committee		Audit Committee
Assists the Board in overseeing the Company’s enterprise-wide risk management function consistent with its strategy and risk appetite, including oversight of: the policies and risk control infrastructure for the different types of risk facing Huntington; management’s establishment and operation of the Risk Governance and Risk Appetite Framework, including review and approval of this framework and of the Company’s risk appetite metrics; the risk management organization, including the CRO and risk management budget; the administration of our system for monitoring compliance with laws and regulations; and the management of our processes for reviewing new, modified, or expanded products or services. Oversees the administration and effectiveness of our capital management program, including the Company’s capital plan, capital planning models, capital adequacy assessment, and forecasting processes, as well as compliance with regulatory capital guidance. Receives reports directly from the CRO at least quarterly. Oversees the administration and effectiveness of our credit review function, including the performance and compensation of the Credit Review Director, who is directly overseen by the Risk Oversight Committee.		Assists the Board in overseeing the integrity of the consolidated financial statements, including oversight of: 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 CEO and Senior Financial Officers; compliance with corporate securities trading policies; and compliance with legal and regulatory requirements applicable to the Company’s financial statements. The Chief Internal Auditor is directly overseen by the Audit Committee.

HR and Compensation Committee

Assists the Board in ensuring 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 inappropriate 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; incentive programs are compatible with effective controls and risk management; incentive programs are supported by strong corporate governance; and compensation policies are not likely to have a material adverse effect on the Company. See Risk Assessment of Incentive Compensation in the CD&A for additional information. Assist the Board in overseeing the development, implementation, and effectiveness of the Company’s strategies and policies regarding human resources matters. Reviews succession planning for the CEO and other ELT member positions. Meets regularly with members of senior management, including the CFO. Supports the Board with succession planning for key management positions.

Technology Committee		Community Development Committee		NESG Committee
Assists the Board in fulfilling its oversight responsibilities with respect to all technology and innovation strategies and plans developed by management, our Information Security Risk Management Program, and the third-party risk management program. Typically, receives quarterly updates from management on cybersecurity and IT risk.		Promotes the Company’s mission of local involvement and leadership in the communities where the Company is located and where our colleagues work. Considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending and banking, and DEI.		Evaluates whether the necessary skills to oversee the Company are represented on the Board. Oversees the Company’s commitment to ESG issues and the Company’s ESG practices and strategy. Receives periodic updates from management with respect to ESG issues, risks, and reporting, including with respect to environmental strategy, GHG emissions, and climate risk.