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.     )

 

  Filed by the Registrant   Filed by a Party other than the Registrant

 

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

 

Huntington Bancshares Incorporated

 

 

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
   


 


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 ChoicePaySM). 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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 1

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 2

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, voteshareselectronically, 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.


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 3

Table of Contents

A Letter from Our Board’s Leadership

1

Notice of 2023 Annual Meeting of Shareholders

3

Information Highlights

5

Proxy Summary

8

Election of Directors

19

Proposal 1: Election of Directors

19

Compensation of Directors

33

Director Deferred Compensation Plan

35

Corporate Governance

36

Commitment to Good Governance Practices

36

Continually Assessing and Enhancing Director Skills and Board Effectiveness

39

Board Role and Responsibilities

42

Board, Committee, and Leadership Structure

44

Board Practices, Policies, and Processes

54

Our Executive Officers

56

ESG

58

Overview of ESG

58

ESG Focus Areas

60

Fair Play Banking and Other Sustainable Business Practices

63

Environmental Strategy

64

Human Capital Management and Talent Development and DEI Initiatives

65

Political Participation

66

Information Security and Cybersecurity

66

Compensation of Executive Officers

67

Proposal 2: Advisory Approval of Executive Compensation

67

Compensation Discussion & Analysis

68

Report of the HR and Compensation Committee

92

Executive Compensation Tables

93

Pay Versus Performance Disclosure

107

Pay Ratio Disclosure

110

Proposal 3: Frequency of Future Advisory Votes on Executive Compensation

111

Audit Matters

112

Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm

112

Report of the Audit Committee

114

Ownership of Voting Stock

115

Security Ownership of Directors and Executive Officers

115

Security Ownership of Certain Beneficial Owners

117

General Information on Voting and the Annual Meeting

118

General Information About the Meeting

118

Proposals by Shareholders for the 2024 Annual Meeting

121

Recommendations for Directorship

121

Other Matters

121

Appendix A: Non-GAAP Reconciliation

124

Glossary

127

Readers should refer to the Glossary at the end of this Proxy Statement for definitions of capitalized terms and acronyms used throughout.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 4

Back to Contents

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 5

Back to Contents

     

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

     

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 6

Back to Contents

     

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 7

Back to Contents

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 8

Back to Contents

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:

 

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 9

Back to Contents

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:

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 10

Back to Contents

 

Investing

 

Differentiating

 

Optimizing

 

for sustainable,

profitable growth

 

our culture, brand,

and customer experience

 

for top quartile performance

and value creation

Consumer Banking

Leverage leadership position to acquire and deepen primary bank relationships

Capitalize on high digital engagement for incremental awareness and delivery of products, solutions, and support

 

Leverage industry leading innovation position for continued competitive separation

Build upon established brand in local and new markets, preserving local delivery mode

 

Bring everyday banking solutions to more of our customers

Drive efficiencies utilizing data, analytics, and technology

Scale delivery of investment advice and planning

Wealth Management

Innovate and accelerate digital enablement focused on customer experience

Expand our reach through new markets, including Colorado and Minnesota

 

Deliver full-service model from mass affluent to high net worth

Build upon established brand in local and new markets

 

Harness Unified Advisory approach to deepen wealth management penetration across customer base

Capture the power of the Huntington franchise and brand

Business Banking

Scale in select areas of expertise in-footprint and nationally

Integrate digital solutions into small business owners’ daily management

 

Harmonize customer relationship through digital and human expertise

Offer differentiated products to solve customer needs

 

Accelerate credit process modernization to reduce time to money and improve colleague/customer experience

Expand digital capabilities to empower our customers

Commercial Banking

Target markets/clients with disciplined approach to grow operating accounts

Accelerate digital capabilities to drive efficiency and improved experience

Generate fee growth, including capital markets

 

Execute on deepening opportunity to continue growth in primary bank relationships

Leverage expertise and advice to scale middle market industry verticalizations and capital markets

 

Build more efficient processes, broader product menu, and deliver innovative solutions

Improve through data-driven insights/predictive analytics (EDGE)

Enterprise Payments

Deepen relationships with large established base

Streamline to create simple, frictionless digital customer experiences

 

Innovate solutions and advice based on customer needs to drive best-in-class user experience

Expand B2C capabilities with ChoicePay

 

Leverage partnerships and innovation to scale capabilities

Enable scale with self-service options and automation

Vehicle Finance

Expand opportunistically with auto and RV/Marine platform

Grow PowerSports with scaled infrastructure and expertise

 

Leverage foundational 75 years of industry expertise and sector leading technology

Ensure quality relationships through tenured colleagues with local knowledge

 

Deliver superior credit performance through the cycle, utilizing technology and consistent with low-risk track record

Optimize production and yield to enhance returns

Leverage infrastructure for strategic growth and deepening

Technology

Leverage scalable infrastructure with modernized core and application programming interface (API) enablement

Protect with clear information and cybersecurity roadmap

 

Focus on customers’ financial journeys with insights and personalization, leveraging AI

Invest proactively in talent development and training programs

 

Execute on Operation Accelerate to transform customer and colleague experience and drive efficiency and revenue gains

Culture and Colleagues

Engage, develop, retain, and attract

Cultivate a DEI Culture and empower colleagues with Future of Work leadership training

 

Elevate colleague experience to transform customer experience and remain an Employer of Choice

Build internal succession candidates through focused development

 

Drive retention and attract talent with competitive compensation programs

Incentivize through industry benchmarking and Pay Equity culture

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 11

Back to Contents

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)


 

Optimizing for Top Quartile Performance and Value Creation

We are seeking to drive efficiency and optimization while innovating with scalable technology. Coupled with executing disciplined expense management to drive positive operating leverage and maintaining an aggregate moderate-to-low, through-the-cycle risk appetite, we believe we will be positioned to deliver top quartile performance across key financial and credit metrics.

Our efforts to optimize our operations so that we are better positioned to achieve top performance and value creation can be seen through the many strategies and initiatives set forth on the previous page. We continue to refine and adjust these efforts throughout the year to keep pace with changes within our footprint and more broadly.

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 12

Back to Contents

     

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.

 

Note that some percentages may not equal 100% due to rounding.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 13

Back to Contents

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 14

Back to Contents

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 15

Back to Contents

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 16

Back to Contents

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 17

Back to Contents

     

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 18

Back to Contents

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:

Alanna Y. Cotton

Katherine M. A. (Allie) Kline

Stephen D. Steinour

Ann B. (Tanny) Crane

Richard W. Neu

Jeffrey L. Tate

Gina D. France

Kenneth J. Phelan

Gary Torgow

J. Michael Hochschwender

David L. Porteous

 

Richard H. King

Roger J. Sit

 

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 19

Back to Contents

Diversity & Inclusion on the Board

The Board understands the importance of and is committed to maintaining a diverse group of Directors who can bring their unique and individual experiences, talents, and points of view to the boardroom. By ensuring its membership is diverse, the Board is setting the tone at the top with respect to DEI.

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 20

Back to Contents

Board Skills, Experience and Diversity

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

Board Diversity Matrix (As of April 19, 2023)*

Total Number of Continuing Directors

13**

 

Female

Male

Gender:

 

 

Number of Directors based on gender identity

4

9

Number of Directors who identify in any of the categories below:

 

 

African American or Black

1

1

Asian

0

1

White

3

7

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

 

 

 

 

 

*

The “as of” date reflects the date of the 2023 Annual Meeting. The Director questionnaires were due back to Huntington on January 13, 2023.

**

This matrix only includes those Directors who were nominated for election at the 2023 Annual Meeting by the NESG Committee and Board. Because Director Ardisana and Director Cubbin were not nominated this year, they are not included in the matrix.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 21

Back to Contents

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.

 

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 22

Back to Contents

 

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 23

Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 24

 


Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 25

 


Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 26

 


Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 27

 


Back to Contents

Kenneth J. Phelan

Director since: 2019

Age: 63


Committees:

Executive Committee

HR and Compensation Committee

RiskOversight 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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 28

 


Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 29

 


Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 30

 


Back to Contents

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) since2017.

 

Key Experience and Skills:

Audit/Financial Reporting


Compensation & Human Capital Management


ESG


Financial Services

Public Company Executive


Risk Management


Strategic Planning/M&A


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 31

 


Back to Contents

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


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 32

 


Back to Contents

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.

 

*

An event fee is paid when, at Huntington’s request, a Director attends or participates in an event or meeting in their capacity as a Director. Such events could include conferences hosted by regulators, regional bank visits, or Huntington-sponsored training.

**

A $2,000 per meeting fee is paid only when meetings exceed: 20 meetings in a calendar year for the Audit Committee and the Risk Oversight Committee; 8 meetings in a calendar year for all other committees; or 15 meetings in a calendar year for the Board. If the threshold for any committee (or the full Board) is not exceeded, then no meeting fee is paid for that meeting.

 

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 33

Back to Contents

Director Compensation 2022

Name

Fees Earned or

Paid in Cash(2)

Stock

Awards(3)(4)

Option

Awards

Non-Equity

Incentive Plan

Compensation

Change in Pension

Value and

Non-qualified

Deferred

Compensation

Earnings

All Other

Compensation

Total

Lizabeth Ardisana

$122,500

$137,496

$—

$259,996

Alanna Y. Cotton

115,000

137,496

252,496

Ann B. (Tanny) Crane

152,500

137,496

289,996

Robert S. Cubbin

155,000

157,498

312,498

Steven G. Elliott

59,168

59,168

Gina D. France

122,500

137,496

259,996

J. Michael Hochschwender

137,500

137,496

274,996

Richard H. King

107,500

137,496

244,996

Katherine M. A. (Allie) Kline

115,000

137,496

252,496

Barbara L. McQuade

38,334

38,334

Richard W. Neu

156,875

157,498

314,373

Kenneth J. Phelan

158,750

157,498

316,248

David L. Porteous

290,000

137,496

427,496

Roger J. Sit

118,750

137,496

256,246

Jeffrey L. Tate

115,000

137,496

252,496

Gary Torgow(1)

3,324,990

3,324,990

 
(1)

The “All Other Compensation” column for Mr. Torgow includes $3.25 million paid to Mr. Torgow pursuant to his Letter Agreement described below; $23,758 related to Mr. Torgow’s use of a car and driver provided by Huntington, representing the cost of fuel, salary and overtime costs for the driver, and maintenance and depreciation on the vehicle; and $51,232 related to administrative support and use of office space.

Pursuant to a Letter Agreement, dated December 13, 2020, between Director Torgow and Huntington that was contingent upon the completion of the TCF Merger, Director Torgow provides advisory services to Huntington, including advice on the development, strengthening, and growth of customer, community, and local government relationships. At the close of the TCF Merger, Director Torgow was paid $3.25 million. For the first two 12-month periods following the merger closing date, Director Torgow is entitled to receive an annual advisory fee of $3.25 million, the first of which was paid in 2022. Director Torgow will receive an advisory fee of $2.75 million for the third 12-month period following the merger closing date. During the term of the agreement, Director Torgow is entitled to (1) continued use of an executive office in the Company’s primary location in Downtown Detroit, (2) a dedicated executive assistant, and (3) continued use of a dedicated driver for security purposes. Pursuant to the terms of the Letter Agreement, Mr. Torgow receives no compensation for his service on Huntington’s Board.

(2)

Amounts include fees deferred by participating Directors under the Director Deferred Compensation Plan.

(3)

On May 1, 2022, grants of 11,977 deferred stock units were made to the chairs of the Audit, HR and Compensation, and Risk Oversight Committees, and grants of 10,456 deferred stock units were made to each other Director under the Amended and Restated 2018 Long-Term Incentive Plan. These deferred stock unit awards will be credited with an additional number of deferred stock units to reflect reinvested dividend equivalents with respect to the period of time between the date of grant and the delivery of shares. All awards were vested upon grant but are not released until the later of six months following separation of service or one year from the date of grant. This column reflects the grant date fair value in accordance with FASB Topic 718 and is equal to the number of units times the fair market value (the closing price of a share of common stock) on the last trading day prior to the date of grant.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 34

Back to Contents

(4)

The HR and Compensation Committee has granted deferred stock awards to non-employee Directors each year since 2006. The Directors’ deferred stock unit awards outstanding as of December 31, 2022, are set forth in the table below.

Name

Deferred Stock Awards
Outstanding

Lizabeth Ardisana

66,347

Alanna Y. Cotton

40,808

Ann B. (Tanny) Crane

133,412

Robert S. Cubbin

77,245

Gina D. France

66,347

J. Michael Hochschwender

66,347

Richard H. King

14,715

Katherine M. A. (Allie) Kline

47,469

Richard W. Neu

158,674

Kenneth J. Phelan

48,082

David L. Porteous

150,043

Roger J. Sit

14,715

Jeffrey L. Tate

14,715

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.

Participating Directors

Account Balance at
December 31, 2022

Alanna Y. Cotton

$

89,193

Ann B. (Tanny) Crane

 

754,608

Robert S. Cubbin

 

133,007

Richard H. King

 

23,268

Katherine M. A. (Allie) Kline

 

44,433

Richard W. Neu

 

2,613,897

Kenneth J. Phelan

 

236,646

David L. Porteous

 

1,751,679

Roger J. Sit

 

149,820

Jeffrey L. Tate

 

62,254

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 35

Back to Contents

Corporate Governance

Corporate
Governance

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

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 36

Back to Contents

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:

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 37

Back to Contents

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 38

Back to Contents

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

Our Board is committed to maintaining a well-rounded and effective membership to better ensure overall Board effectiveness, meaningful oversight of the Company’s business strategy, and our long-term success.

 

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).

 

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 39

Back to Contents

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

One of the most important duties carried out by the NESG Committee is the selection and recruitment of new Board members. Through the NESG Committee’s structured process, the Board can be better assured that it is positioned to properly oversee the Company now and in the future.

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 40

Back to Contents

Regular Board Evaluations

Candid and thorough Board evaluations are necessary to ensure that the Board and committees are productive and operating efficiently. The self-assessment is also used to shape the Board and its composition so that it is best positioned to oversee Huntington’s long-term strategy and continued success.

 

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:

 

 

1)

Prior to the Board’s and committees’ full evaluations, the independent Lead Director, who also serves as the Chair of the NESG Committee, held individual discussions with each Director to obtain their candid feedback on Board operations and functioning, individual Directors' goals and performance, and other topics. These discussions took place at the end of the year.

2)

Each committee conducted a self-assessment of its own operations and performance and the topics applicable to the committee. Committee self-assessments were facilitated by each committee’s chair during the January meeting cycle.

3)

The Lead Director provided a summary of the discussions to the independent Directors during an executive session at the January Board meeting.

4)

The self-assessment process solicited the Board’s feedback in areas such as:

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.

5)

The Board continued to place additional emphasis on outcomes. Following the completion of the evaluation process, the Board determined follow-up actions.

6)

Follow-up action items are being implemented into action plans.

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

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 41

Back to Contents

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 have a deeply ingrained risk management culture, including our Board-approved aggregate moderate-to-low, through-the-cycle risk appetite.

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 42

Back to Contents

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.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 43

Back to Contents

Several overlapping topics are overseen by more than one committee. On a regular basis, the Risk Oversight Committee and Audit Committee meet in joint session to cover matters relevant to both committees' oversight responsibilities. Matters overseen by both committees include reviews of annual and quarterly reports, the methodology and level of the allowance for credit losses, and conduct risk. These committees routinely hold executive sessions with our key officers engaged in both accounting and risk management. In addition, while the Technology Committee has primary oversight over cybersecurity and IT risk, this topic is also discussed at least annually in joint session with the Risk Oversight Committee and Audit Committee.

Due to the importance and growing shareholder interest of ensuring proper oversight of ESG, ESG-related topics are flagged within committee meeting materials for awareness and to invite discussion among the broader Board.

Oversight of Cybersecurity

Huntington’s Board has maintained a dedicated Technology Committee since 2013 to assist the Board in fulfilling its oversight responsibilities with respect to the vital role of technology and innovation strategies. Further, the Technology Committee has primary oversight of Huntington’s Information Security Program and plan. To keep the Board abreast of this rapidly evolving landscape, management typically provides quarterly updates to the Technology Committee on cybersecurity matters. The Risk Oversight Committee, Technology Committee, and Audit Committee hold an annual joint session to cover overlapping matters relevant to each committee, such as cybersecurity, IT risk, control projects, and risk assessments. See the Information Security and Cybersecurity subsection under ESG to learn more about Huntington’s practices in this important area.

Management Succession Planning

The Board oversees succession planning for the positions of the CEO and other members of the ELT. Because selecting and appointing qualified executive leadership is a priority for the Board, succession planning is discussed frequently. The CEO and the CHRO review the succession plans in place for executive leadership with the Board at least once a year. The HR and Compensation Committee and the Board annually review and approve a talent management framework covering executive leaders who are responsible for or influence material risk decisions, evaluating their knowledge, skill, and ability to effectively identify, measure, monitor, and control relevant risks.

Board, Committee, and Leadership Structure

The Board’s Leadership Structure

Having strong governance practices that provide appropriate checks and balances is important to Huntington. This includes adopting a Board leadership structure that allows the Board to effectively exercise its oversight role. In order to actively oversee and guide management, it is important that the Board actively challenges management on both their strategic and day-to-day operation of the Company.

Our CEO, Stephen D. Steinour, serves as Chairman of the Board, and David L. Porteous has served as the independent Lead Director since the Board established the role in 2007.

Additionally, Gary Torgow serves as Chairman of Huntington Bank. As part of the TCF Merger that was completed in 2021, Huntington implemented an innovative Board leadership structure whereby Mr. Torgow, TCF’s prior executive chairman, assumed the Chairman position of Huntington Bank. In this role, he is able to continue providing his institutional knowledge, business acumen, and leadership to the combined company. He has an active role in commercial business development and community resources and relationships on behalf of Huntington.

To maintain flexibility, the Board has not adopted a policy requiring that the roles of Chairman of the Board and CEO be combined or separate. To ensure independent leadership, the Board has determined that there will be an independent Lead Director appointed whenever the positions of Chairman and CEO are combined. Each year the Board evaluates its leadership and leadership structure considering current and anticipated future circumstances and whether having a combined Chairman and CEO, along with a strong independent Lead Director, provides an efficient and effective structure for Huntington.

The Board has considered our leadership structure in light of the Company’s size, the nature of our business, the regulatory framework in which we operate, and our peers and has determined that the Board’s leadership structure continues to be appropriate at this time. This structure of having a combined Chairman and CEO, counterbalanced with an independent Lead Director with robust responsibilities and independent committee chairs helps to ensure a unity of vision and strategy while still maintaining distinct roles of daily operations and

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 44

Back to Contents

oversight. The combined Chairman/CEO position also creates accountability to all stakeholders regarding the Company’s performance and risk management.

The Board is presently comprised of 15 Directors, 13 of whom are considered independent, and each Director annually stands for reelection. All committee chairs are independent, and all members on the Audit Committee, HR and Compensation Committee, NESG Committee, Risk Oversight Committee, and Technology Committee are independent.

Huntington’s current leadership structure is as follows:

Stephen D. Steinour
Chairman, President, and CEO

David L. Porteous
Independent Lead Director, Chair of the Executive Committee, and Chair of the NESG Committee

Richard W. Neu
Chair of the Audit Committee

Ann B. (Tanny) Crane
Chair of the Community Development Committee

Robert S. Cubbin
Chair of the HR and Compensation Committee

Kenneth J. Phelan
Chair of the Risk Oversight Committee

J. Michael Hochschwender
Chair of the Technology Committee

Gary Torgow
Chairman of Huntington Bank

To balance having a combined Chair and CEO, the independent Lead Director is assigned a robust set of responsibilities, which are clearly defined in our Corporate Governance Guidelines, and include:

Board Leadership

Presiding at all meetings of the Board at which the Chairman is not present;

Presiding at executive sessions of the independent Directors;

Having the authority to call meetings of the independent Directors;

Board Meetings and Operations

Consulting with the Chairman on information sent to the Board;

Approving meeting agendas for the Board;

Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

Developing topics of discussion for executive sessions of the Board;

Following up on meeting outcomes and management deliverables;

Other

Serving as liaison between the Chairman and the independent Directors;

Establishing a close relationship and trust with the CEO, providing support, advice, and feedback from the Board and acting as a sounding board for the CEO;

Coordinating with the Chairman on Director orientation and continuing education;

If requested by major shareholders, ensuring that they are available for consultation and direct communication; and

Engaging advisors and consultants who report directly to the Board.

Mr. Porteous performs these duties and provides leadership in numerous additional ways. He also meets regularly with Huntington’s regulators. Mr. Porteous promotes good governance and has been a frequent speaker on governance matters at director forums and with investors. He communicates regularly with each Board member throughout the year and during the annual self-assessment process. He also fosters dialogue among the Directors and between the Board and management. He regularly engages with Huntington colleagues and acts as a liaison between colleagues and the Board. The Board believes that having an active and engaged independent Lead Director effectively complements and counterbalances the role of the combined Chairman/CEO.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 45

Back to Contents

Why Our Leadership Structure Works

The Board has determined that the current leadership structure of a combined Chairman/CEO and an independent Lead Director continues to be in the best interest of the Company and its stakeholders.

The CEO reports to Huntington’s full Board, which is overwhelmingly independent and engaged, and holds regular executive sessions without the CEO.

The strong Lead Director role provides independent leadership that counterbalances the combined Chairman/CEO role. The Board has established well-developed authority and duties for the Lead Director position that both offset and harmonize with those of
the Chairman/CEO. The interaction of the two roles is reflected in the table below.

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

All Directors have access to Huntington's management and colleagues.

The Board evaluates its leadership structure every year.

Additional factors contribute to the Board’s comfort with Mr. Steinour serving in the combined roles of Chairman and CEO, including our strong corporate governance practices; the Board’s independence; the accountability of the CEO to the Board; regular executive sessions of independent Directors; the Board's willingness to challenge management; and regular reporting by senior management to the Board, as further described under The Board’s Role in Risk Oversight.

 

 

The interaction of the roles of our Chairman/CEO and independent Lead Director is reflected in the table below:

Duties and Responsibilities

Chairman/CEO

 

Independent Lead Director

Full Board Meetings

Has the authority to call meetings of the Board

Chairs meetings of the Board

Chairs the annual meeting of shareholders

 

Acts as intermediary—at times, the Chairman may coordinate with the Lead Director for guidance or on a matter that may be taken up in executive session

Provides leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict with the Board

Suggests to the Chairman calling full Board meetings when appropriate

Executive Sessions

Receives feedback from the executive sessions

 

Has the authority to call meetings of the independent Directors

Sets the agenda for and leads executive sessions of the independent Directors

Briefs the Chairman on issues arising out of the executive sessions

Board Agendas and Information

Takes primary responsibility for shaping Board agendas

Consults with the Lead Director to ensure that Board agendas and information provide the Board with what is needed to fulfill its primary responsibilities

 

Collaborates with the Chairman to shape the Board agenda and Board information so that adequate time is provided for discussion of issues and to ensure that appropriate information is made available to Directors

Solicits agenda items from members of the Board

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 46

Back to Contents

Duties and Responsibilities

Chairman/CEO

 

Independent Lead Director

Board Communications

Communicates with the Directors on key issues and concerns outside of meetings

Takes responsibility for new Director orientation and continuing education for the Board

 

Facilitates discussion among the independent Directors on issues and concerns outside of meetings

Serves as a non-exclusive conduit for the views, concerns, and issues of the independent Directors to the Chairman

Coordinates with the Chairman on new Director orientation and continuing education for the Board

Committee Meetings

Serves as a member of the Executive Committee and attends such other committee meetings (excluding executive sessions) as the committee chairs choose

 

Chairs the NESG Committee, which determines the membership and chair positions for the other Board committees, focusing on Board refreshment and committee chair succession

Chairs the Executive Committee

Participates on such committees (including executive sessions) to which they are elected

External and Other Stakeholders

Represents the organization to and interacts with external stakeholders, including investors, customers, and colleagues

 

Available to participate in meetings with key institutional investors as appropriate

Makes periodic visits to business regions, meeting with colleagues and customers

Regularly meets independently with regulators

Has authority to engage advisors and consultants who report directly to the Board on Board-related issues

Director Retirement Policy

Our Bylaws provide that no person shall be nominated or elected a Director of the Company after having attained the age of 72 years unless the Board or the NESG Committee first determines that this age restriction shall not apply to a particular individual. This exception to the age limit enhances our ability to maintain a well-rounded Board with the appropriate skills and to not unduly limit the service of highly qualified individuals. In accordance with the Corporate Governance Guidelines, any determination that the age restriction shall not be applicable to any person should be rare and shall be made only after consideration of whether such person brings a specific expertise to the Board; has valuable industry-specific knowledge and experience; holds unique relationships with third parties, such as regulators; has capacity to devote time to special projects; has developed significant institutional knowledge; or possesses some other attributes or qualifications deemed essential by the Board or the NESG Committee. Any determination that the age restriction does not apply shall not be made for two or more consecutive years unless a compelling rationale exists. No such exceptions were made for the current nominees.

Independence of Directors

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

Our Board and the NESG Committee have reviewed and evaluated transactions and relationships with Board members to determine the independence of each. Stephen D. Steinour, Huntington’s Chairman, President, and CEO is not considered independent under Nasdaq’s rules because he is employed by the Company. Gary Torgow is also not considered independent because he receives compensation (unrelated to his service as a Director) in excess of $120,000. This arrangement is discussed in the Compensation of Directors section.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 47

Back to Contents

The Board does not believe that any of the other Directors have relationships with us that would interfere with the exercise of independent judgment in carrying out their responsibilities as Director. As such, the Board and the NESG Committee have determined that the following current Directors are “independent directors” as the term is defined in the Nasdaq rules:

Lizabeth Ardisana

J. Michael Hochschwender

David L. Porteous

Alanna Y. Cotton

Richard H. King

Roger J. Sit

Ann B. (Tanny) Crane

Katherine M. A. (Allie) Kline

Jeffrey L. Tate

Robert S. Cubbin

Richard W. Neu

 

Gina D. France

Kenneth J. Phelan

 

Pursuant to their respective charters, each member of the Audit, HR and Compensation, NESG, and Risk Oversight Committees are required to be independent under such Nasdaq definition. Members of the Audit Committee and the HR and Compensation Committee must also meet the additional independence and eligibility standards applicable to such committees.

In making the independence determinations for each of the Directors, the Board took into consideration the transactions disclosed in this Proxy Statement under Review, Approval, or Ratification of Transactions with Related Persons. In addition, the Board considered that the Directors and their family members are customers of our affiliated financial and lending institutions. Many of the Directors have one or more transactions, relationships, or arrangements where Huntington’s affiliated financial and lending institutions, in the ordinary course of business, act as depository of funds, lender, trustee, or provide similar services. Directors may also be affiliated with entities that are customers of our affiliated financial and lending institutions and that enter into transactions with such Huntington affiliates in the ordinary course of business. The Board also considered charitable donations to organizations in which Directors have an interest and determined them to be immaterial.

Review, Approval, or Ratification of Transactions with Related Persons

The NESG Committee oversees our Related Party Transactions Policy, referred to in this section as the “Policy.” This written Policy covers “related party transactions,” including any financial transaction, arrangement, or relationship or any series of similar transactions, arrangements, or relationships, either currently proposed or existing since the beginning of the last fiscal year in which we were or will be a participant, involving an amount exceeding $120,000 and in which a Director, nominee for Director, executive officer, or any of their immediate family members has or will have a direct or indirect material interest. The Policy requires our senior management and Directors to notify the General Counsel of any existing or potential related party transactions. Our General Counsel reviews each reported transaction, arrangement, or relationship that constitutes a related party transaction with the NESG Committee. The NESG Committee determines whether related party transactions are in the best interests of Huntington. The NESG Committee also determines whether any related party transaction in which a Director has an interest impairs their independence. Approved related party transactions are subject to ongoing review on at least an annual basis. Loans to Directors and executive officers and their related interests made and approved pursuant to the terms of Federal Reserve’s Regulation O are deemed to be approved under this Policy. Any of these loans that become subject to specific disclosure in our annual proxy statement are reviewed by the NESG Committee at that time. The NESG Committee would also consider and review any material transactions with a shareholder having beneficial ownership of more than 5% of Huntington’s voting securities in accordance with the Policy.

Indebtedness of Directors and Management

Many of our Directors and executive officers and their immediate family members are customers of our affiliated financial and lending institutions in the ordinary course of business. In addition, our Directors and executive officers also may be affiliated with entities that are customers of our affiliated financial and lending institutions in the ordinary course of business. Loan transactions with Directors, executive officers, and their immediate family members and affiliates have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers otherwise not affiliated with us. Such loans also have not involved more than the normal risk of collectability or presented other unfavorable features.

Certain Transactions

The following transactions were also considered by the Board when making independence determinations:

Paul McMahon, who is the son-in-law of Director David L. Porteous, has been employed by Huntington Bank since 2006 and currently serves as a Senior Vice President and Commercial Portfolio Manager — Market Manager in the Commercial Banking Department. Paul McMahon serves in a non-executive capacity three reporting levels below the Executive Managing Director, Middle Market. He is one of approximately 19,920 colleagues (average full-time equivalent colleagues during 2022) and is compensated in accordance with the employment compensation practices and policies applicable to all colleagues with equivalent qualifications and

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 48

Back to Contents

responsibilities in similar positions. For 2022, Paul McMahon received compensation totaling approximately $292,000, as well as benefits generally available to all colleagues.

Elliot Shafer, who is the son of Tom Shafer, has been employed by Huntington Bank since 2020 and currently serves as a Vice President and Commercial Relationship Manager III in the Commercial Banking Department. Elliot Shafer serves in a non-executive capacity three reporting levels below the Executive Managing Director, Middle Market. He is one of approximately 19,920 colleagues (average full-time equivalent colleagues during 2022) and is compensated in accordance with the employment compensation practices and policies applicable to all colleagues with equivalent qualifications and responsibilities in similar positions. For 2022, Elliot Shafer received compensation totaling approximately $259,000, as well as benefits generally available to all colleagues. Tom Shafer stepped down from his role as Co-President, Commercial Bank in June 2022 and retired from Huntington at the end of 2022.

On June 9, 2021, Huntington Bank became successor by operation of law to the interest of TCF Bank as lessee in a lease agreement for the development and lease of a new building in Detroit initially entered into on May 31, 2019, by TCF Bank, successor to Chemical Bank, and GPC Adams LLC (“GPC Adams”) as successor to 28 Associates LLC. The building houses Huntington’s Commercial Bank headquarters.

GPC Adams was 50% owned by the five adult children of Huntington Bank’s Chairman, Director Gary Torgow, through their ownership of Park Elizabeth Associates LLC, which is a member of GPC Adams. The members of Park Elizabeth Associates were Elie Torgow, Yoni Torgow, Rachel H. Torgow Krakauer, Moshe Torgow, and Jacob Torgow. Elie Torgow was also the manager of GPC Adams. Gary Torgow recused himself from all board deliberations related to this agreement, and none of these adult children are directors, officers, or colleagues of Huntington or Huntington Bank. Further, Gary Torgow has no direct ownership interest in any of the entities listed. The audit committee of TCF’s board (of which Gary Torgow was not a member) also approved this lease agreement. The approximate aggregate value of the interest of Mr. Torgow’s children in the development and lease transaction was equal to approximately 50% of the amounts payable to GPC Adams thereunder. The lease agreement provides for a triple net lease by Huntington Bank (as successor to TCF Bank) of an office building at the initial rate of $35 per rentable square foot for office space, or approximately $6,977,950 annually, and $50 per rentable square foot for retail space, or approximately $190,050 annually, with two percent annual increases during the initial term.

The lease has a term of 22.5 years and had a rent commencement date of January 1, 2022. Huntington Bank (as successor to TCF Bank) has four seven-year renewal options.

The leased property is approximately 421,481 square feet of gross area comprised of (a) a 203,171 square-foot building containing approximately (i) 199,370 square feet of rentable office space and (ii) 3,801 rentable square feet of 1st floor retail space, and (b) a parking garage and related parking facilities. GPC Adams, which owned the property and built the office building, was required to remediate and improve the property. The four renewal terms will be at 95% fair market rental, with two percent annual increases, provided the base rent during each renewal term shall not be less than the immediately preceding lease year before commencement of each renewal term. Huntington Bank leased the parking spaces within the premises at an estimated monthly cost of $300 per spot, or $1,119,600 annually, provided that up to 60 parking spaces may be subleased back by GPC Adams for the same amount.

In August 2022, GPC Adams transferred its ownership interest in (and the rights to receive lease payments under) the lease agreement to an unrelated party.

Prior to this transfer in ownership, Huntington (i) paid approximately $8.27 million in rent to and (ii) received approximately $128,000 in parking income from GPC Adams under the lease agreement in 2022.

Family Relationships

There are no immediate family relationships between any of our Directors or executive officers and any other Directors or executive officers.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 49

Back to Contents

Board Committee Information

Our Board currently has seven standing committees: Audit, Community Development, Executive, HR and Compensation, NESG, Risk Oversight, and Technology. As needed or determined appropriate, the Board may establish an ad hoc committee.

As further discussed under the Independence of Directors section, the Board has determined that each member of the Audit, HR and Compensation, NESG, Risk Oversight, and Technology Committees is independent as the term is defined in the Nasdaq Stock Market Marketplace Rules.

All Board members have access to all committee reports and materials. In addition, all Board members are welcome to attend any meetings of the standing committees. Each standing committee has a separate written charter, which is posted on the Governance Documents page of our website at ir.huntington.com. Information about the Board’s standing committees, including the committee chairs and members and a brief overview of each committee’s responsibilities, is set forth below.

Current Committee Assignments (including all current Directors)

Committee Members

Audit

Committee

Community

Development

Committee

Executive

Committee

HR and

Compensation

Committee

NESG

Committee

Risk

Oversight

Committee

Technology

Committee

Lizabeth Ardisana

 

 

 

 

 

Alanna Y. Cotton

 

 

 

 

 

Ann B. (Tanny) Crane   

 

 

 

 

Robert S. Cubbin   

 

 

 

 

 

Gina D. France   

 

 

 

 

 

J. Michael Hochschwender

 

 

 

 

 

Richard H. King

 

 

 

 

 

 

Katherine M.A. (Allie) Kline

 

 

 

 

 

Richard W. Neu   

 

 

 

 

Kenneth J. Phelan   

 

 

 

 

David L. Porteous

 

 

 

 

Roger J. Sit

 

 

 

 

 

Stephen D. Steinour

 

 

 

 

 

 

Jeffrey L. Tate   

 

 

 

 

 

 

Gary Torgow

 

 

 

 

 

 

Number of Meetings Held During 2022

13

4

2

4

4

15

4

Audit Committee Financial Expert

Risk Management Expert under the Federal Reserve’s Regulation YY

Member

Chair

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 50

Back to Contents

Audit Committee

Current Members:

Richard W. Neu
(Chair)

Ann B. (Tanny) Crane

Robert S. Cubbin

Gina D. France

Jeffrey L. Tate

Meetings Held in 2022: 9

(plus 4 held jointly
with the Risk Oversight
Committee)

The purpose of the Audit Committee is to oversee the integrity of the consolidated financial statements, Huntington’s internal audit department, the independent registered public accounting firm, and compliance with various regulatory requirements.

The Audit Committee’s duties and responsibilities are to:

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

oversee the appointment, compensation, retention, and work of the independent registered public accounting firm;

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

oversee compliance with our Financial Code of Ethics for CEO and Senior Financial Officers; compliance with corporate securities trading policies; compliance with legal and regulatory requirements applicable to the Company’s financial statements; and financial risk exposures.

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

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

All the Committee members are financially literate, and the Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as the term is defined in the rules of the SEC. This designation does not, however, impose any duties, obligations, or liabilities on them that are greater than those imposed on the other members of the Audit Committee. The Board has determined that each member of the Audit Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

     

 

Community Development Committee

Current Members:

Ann B. (Tanny) Crane (Chair)

Lizabeth Ardisana

Alanna Y. Cotton

Gary Torgow

Meetings Held
in 2022: 4

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

The Community Development Committee’s duties and responsibilities are to:

provide primary oversight of the Company’s commitments to communities it serves by reviewing the Community Development Program and evaluating performance under the Community Reinvestment Act (CRA) through the review of internal and external examination reports, and related internal reports provided by management;

provide primary oversight of the Company’s commitment to DEI, including review of the Company’s colleague-related programs such as the broad-based colleague development programs that could affect the Company’s reputation for social responsibility;

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

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

    

 

Executive Committee

Current Members:

David L. Porteous (Chair)

Ann B. (Tanny) Crane

Richard W. Neu

Kenneth J. Phelan

Stephen D. Steinour

Meetings Held
in 2022: 2

The Executive Committee’s purpose is to provide an efficient means of considering matters that arise between regularly scheduled meetings of the full Board. Matters that might be considered by the Executive Committee are such that either require prompt attention or are deemed appropriate by the Executive Committee to consider on behalf of the full Board. Meetings of this Committee may be called by the CEO (who is a member of the Committee) or the Committee's Chair. The Executive Committee shall have and may exercise all the powers and authority of the Board as may be permitted by law, the Committee’s charter, and the charter and Bylaws of the Company. All actions of and powers conferred by the Executive Committee are deemed to be done and conferred under the authority of the Board.

    

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 51

Back to Contents

HR and Compensation Committee

Current Members:

Robert S. Cubbin (Chair)

Gina D. France

J. Michael Hochschwender

Kenneth J. Phelan

Meetings Held
in 2022: 4

The HR and Compensation Committee oversees the Company’s human resources function and fulfills the duties and responsibilities of the Board as it relates to executive and Director compensation matters.

The HR and Compensation Committee’s duties and responsibilities are to:

assist the Board in overseeing the development, implementation, and effectiveness of the Company’s strategies and policies regarding human resources matters, including retention, management succession and talent management, pay equity practices, and (in coordination with the Community Development Committee) diversity and inclusion practices;

oversee the compensation of executive officers and Directors;

review and approve (i) the Company’s executive compensation philosophy to “pay for performance” that creates long-term shareholder value, and
(ii) compensation plans and programs considering the Company’s strategic goals and objectives, competitive practices, and best practices; and

review and evaluate the Company’s compensation policies and practices and the relationship among risk, risk management, and compensation.

The Board has determined that each member of the HR and Compensation Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

    

 

NESG Committee

Current Members:

David L. Porteous (Chair)

Katherine M. A. (Allie) Kline

Richard W. Neu

Roger J. Sit

Meetings Held
in 2022: 4

 

The purpose of the NESG Committee is to assist the Board in overseeing its composition, effective functioning of the Board, and the Company’s ESG practices.

The NESG Committee’s primary responsibilities are to:

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

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

oversee the Company’s commitment to ESG issues and our ESG practices and activities strategy;

discuss with the Board standards to be applied in making determinations as to the independence of Directors;

review the effectiveness of the Board, including considering the size and desired skills of the Board and the performance of individual Directors, as well as the collective performance of the Board;

review related party transactions;

review of loans to related parties that become subject to specific disclosure in our proxy statement; and

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

The Board has determined that each member of the NESG Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

    

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 52

Back to Contents

Risk Oversight Committee

Current Members:

Kenneth J. Phelan (Chair)

Lizabeth Ardisana

David L. Porteous

Roger J. Sit

Meetings Held
in 2022: 11

(plus 4 held jointly with
the Audit Committee)

The purpose of the Risk Oversight Committee is to assist the Board in overseeing the Company’s risk management function and its risk management organization.

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

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

assist the Board in overseeing Huntington’s risk management organization, including the chief risk executive and risk management budget;

oversee the administration and effectiveness of management’s responsibilities related to the Company’s credit portfolio; and

oversee the Company’s Risk Governance and Risk Appetite Framework and associated risk pillars and its risk management policies and activities.

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

The Risk Oversight Committee also meets at least annually in joint session with the Technology Committee and Audit Committee to discuss overlapping matters relevant to each committee, such as information security and cybersecurity.

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

The Board has determined that Kenneth J. Phelan is a risk management expert, as defined in the Federal Reserve’s Regulation YY. The Board has determined that each member of the Risk Oversight Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

    

 

Technology Committee

Current Members:

J. Michael
Hochschwender
(Chair)

Alanna Y. Cotton

Richard H. King

Katherine M. A. (Allie)
Kline

Meetings Held
in 2022: 4

 

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

The Technology Committee’s duties and responsibilities are to:

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

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

oversee the Company’s information security and cybersecurity program and plans;

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

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

The Board has determined that each member of the Technology Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

    

 

In addition to the above standing committees, the Board previously established an Integration Oversight Committee to oversee management’s integration of the business and operations of TCF. This Committee met once during 2022, and its members included Steven G. Elliott (Chair) (retired from the Board in 2022), Kenneth J. Phelan, and Richard W. Neu. The Lead Director also attended this meeting. The Integration Oversight Committee was dissolved in January 2022.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 53

Back to Contents

Board Practices, Policies, and Processes

Attendance at Board/Committee and Annual Meetings

We believe regular attendance at meetings and active and engaged participation is of utmost importance; therefore, we expect our Directors to attend the annual meetings of shareholders, all regularly scheduled Board meetings, and all regularly scheduled committee meetings of which they are a member.

 

Number of

Meetings Held

Board

13

Audit Committee

9

Community Development Committee

4

Executive Committee

2

HR and Compensation Committee

4

NESG Committee

4

Risk Oversight Committee

11

Technology Committee

4

Joint Meeting of Audit Committee and Risk Oversight Committee

4

Integration Oversight Committee*

1

Total Board and Committee Meetings Held in 2022

56

*

Not a standing committee.

 

 

All then-serving Huntington Directors attended the 2022 Annual Meeting of Shareholders, which was virtual.

 

 

During 2022, the average Director participation in full Board and committee meetings on which they served was 97.5%. No Director attended less than 75% of the Board and committee meetings on which they served during the period of their service.

 

 

All then-serving Huntington Directors attended the 2022 Annual Meeting of Shareholders.

 

The independent Directors regularly meet in executive session in conjunction with standing Board meetings. They are also able to meet in executive session on other occasions throughout the year.

Director Onboarding and Continuing Education

Huntington provides robust onboarding for new Directors and comprehensive ongoing education and training for all Board members on key matters to foster Board effectiveness. In addition, all Board members are encouraged to participate in relevant external Director education opportunities, including forums facilitating engagement with other public company directors. The Board recognizes (i) the importance of continuous education and engagement, long-term value creation, and strengthening shareholder confidence and (ii) that institutional investors and regulators expect directors at public companies to continually enhance their skills and remain abreast of Company and industry matters.

Director onboarding involves a combination of written materials, presentations, and meetings with members of the Board and management. Among the topics typically covered during onboarding are Company history, strategy, revenue streams, risks, safety and soundness, and corporate governance. To assist new Directors in learning more about Huntington’s business, the onboarding process includes meetings with business segments and control and support groups. Various other activities are typically offered to new Directors, including tours of Huntington facilities and attending semi-annual Huntington Live events. All of this is designed to allow new Directors to better step into their oversight roles and begin making meaningful contributions to the Board more quickly.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 54

Back to Contents

In-house educational sessions facilitated by management are provided to all Directors throughout the year with a focus on topics specific to the Company and the financial services industry. Continuing Director education may be provided in conjunction with Board and committee meetings and as standalone information sessions outside of meetings. Subjects covered may include:

ESG developments and leading practices;

Shareholder base, engagement, and activism;

Capital planning;

Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) issues;

Fair lending responsibilities;

Avoidance of Unfair, Deceptive, or Abusive Acts or Practices (UDAAP);

Information security and cyber risks, including tabletop exercises; and

Legal, regulatory, and supervisory requirements and trends applicable to Huntington.

As appropriate, additional topics related to complex products, services, or lines of business that have the potential to significantly impact the Company and other topics as identified by the Board or executive management may also be covered. External experts and facilitators are also sometimes invited to attend meetings to discuss leading practices or issues germane to Huntington, the financial services industry, or public companies in general. Outside experts bring an array of experience and perspectives and foster dialogue among Board members on relevant topics. When there are in-person Board and committee meetings, the outside experts may also be invited to attend a Board dinner where they can engage informally with the Directors.

To assist with staying abreast of the latest developments, Huntington periodically provides Directors with external education opportunities covering a range of issues facing the Board. These external education opportunities are offered at various times of the year by professional organizations, educational institutions, and regulators at various facilities and locations and cover a range of important issues facing directors of financial institutions and/or public companies generally. Insights gained from external continuing education programs are shared with the full Board.

Codes of Ethics

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

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

Stock Ownership Guidelines

The HR and Compensation Committee has established a minimum ownership level guideline for Directors based on five times the annual retainer fee for Directors at the time the requirement was adopted. Based on the retainer fee and the fair market value of our common stock on the date the guidelines were established, the guideline for Directors was set at 40,603 shares. Directors have five years to meet the minimum guidelines. Each Director who has served at least five years meets the guidelines.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 55

Back to Contents

Our Executive Officers

Each of our executive officers is listed below, along with a statement of their business experience during at least the last five years. Executive officers are elected annually by the Board.

STEPHEN D. STEINOUR, age 64, has served as the Chairman, President, and CEO of Huntington and as President and CEO of Huntington Bank since January 14, 2009. Additional detail about Mr. Steinour’s business experience is set forth under Proposal 1 — Election of Directors.

DONALD DENNIS, age 58, has served as Executive Vice President and Chief DEI & Culture Officer since May 2022. He previously served as Chief DEI Officer and Learning and Development Director since October 2020 and as Executive Vice President since January 2021. Mr. Dennis leads, develops, and implements DEI strategies, programs, policies, and metrics that successfully engage, develop, retain, and attract a diverse workforce. Prior to this role, he served as the Learning and Development Director. Before joining Huntington in 2018, he served in various roles at Nationwide Financial Services since 2009, including as AVP, Learning & Performance Excellence; Learning Solutions Director; and Enterprise Applications Director. He also held several technology management roles at Chase and BISYS Fund Services.

PAUL G. HELLER, age 59, joined the Company as Senior Executive Vice President and Chief Technology and Operations Officer in October 2012. Mr. Heller also has responsibility for corporate operations and payments, digital, data organization, program office, and integration teams. Mr. Heller also oversaw home lending (including mortgage lending, consumer lending, and mortgage and consumer servicing) from January 2014 to May 2017. Previously, Mr. Heller was a Managing Director and Corporate Internet Group Executive for JPMorgan Chase from December 1999 to October 2012.

HELGA S. HOUSTON, age 61, has served as Senior Executive Vice President and CRO since January 2012 and as Senior Executive Vice President in Corporate Risk from September 2011 through December 2011. Ms. Houston was with Bank of America from 1986 through 2008 serving in a variety of business and risk capacities, most recently as Risk Executive for Global Consumer and Small Business Banking. Ms. Houston was also a partner in an independent consulting firm.

MICHAEL S. JONES, age 54, has served as Senior Executive Vice President and Chair, Minnesota and Colorado and Head of Corporate Ventures since joining Huntington as part of the TCF Merger in June 2021. He previously served as President and Chief Operating Officer of TCF Bank from October 2020 until the time of the TCF Merger. Prior to that, he had held numerous executive roles within TCF and its predecessors since 2008.

SCOTT D. KLEINMAN, age 53, has served as Senior Executive Vice President and President of Commercial Banking since July, 1, 2022. He is responsible for Specialty Banking, Corporate Banking, Capital Markets, and Asset Finance, as well as credit, risk, and digital. He served as Co-President of Commercial Banking upon the completion of the TCF Merger beginning in June 2021. He previously served as Director of Commercial Banking beginning in April 2020. Prior to that, he served as Executive Managing Director of Huntington Capital Markets and has held a variety of senior leadership roles in Huntington’s Capital Markets and institutional banking business. He joined Huntington in 1991.

JANA J. LITSEY, age 61, has served as Senior Executive Vice President and General Counsel of Huntington, and as Senior Executive Vice President, General Counsel, and Cashier of Huntington Bank since joining Huntington in October 2017. Ms.Litsey’s responsibilities have expanded with the assumption of leadership responsibility for Public Affairs, Corporate Sourcing, Corporate Insurance, and ESG. Prior to joining Huntington, Ms. Litsey served in multiple leadership roles at Bank of America for over 20 years. Most recently, she served as the legal executive responsible for the defense of Bank of America’s domestic and international litigation, regulatory inquiries, enforcement actions, and internal investigations.

SANDRA E. PIERCE, age 64, has served as Senior Executive Vice President, Private Client Group and Regional Banking Director, and Chair of Michigan, since August 2016. Previously, Ms. Pierce served as Vice Chairman of FirstMerit and Chairman of FirstMerit, Michigan from February 2013 to August 2016.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 56

Back to Contents

RICHARD POHLE, age 60, has served as Executive Vice President and Chief Credit Officer since June 2019. He has held various credit leadership roles since joining Huntington in 2011, including Senior Commercial Approval Officer from September 2017 to June 2019. Prior to joining Huntington, he spent 26 years at KeyBank serving in various leadership roles.

BRANT J. STANDRIDGE, age 47, has served as Senior Executive Vice President and President of Consumer and Business Banking since April 2022. Prior to joining Huntington, Mr. Standridge served as Chief Retail Community Banking Officer for Truist Financial Corporation beginning in December 2019, upon the closing of the merger between BB&T Corporation and SunTrust Banks, Inc. Previously, he served as President of Community Bank Retail and Consumer Finance Businesses beginning in October 2018 at BB&T. He was BB&T's Lending Group Manager from August 2016 to October 2018 and BB&T's Group State and Regional President prior to that beginning in 2008.

RAJEEV SYAL, age 57, has served as Senior Executive Vice President and CHRO since September 2015. Prior to joining Huntington, Mr. Syal served as Managing Director and Global Head of Human Resources for the Markit Group Ltd., a global financial information services firm, from 2008 to 2015. Previously, Mr. Syal held increasingly senior roles at Bank of America and TD Bank and brings to Huntington more than 35 years of global financial services experience.

JULIE C. TUTKOVICS, age 52, has served as Senior Executive Vice President and Chief Marketing and Communications Officer since July 2022 and previously as Executive Vice President and Chief Marketing and Communications Officer beginning in April 2017. Ms. Tutkovics joined Huntington in August 2016 upon Huntington’s acquisition of FirstMerit Corporation, where she served as Executive Vice President and Chief Marketing Officer, from November 2010 to August 2016.

ZACHARY J. WASSERMAN, age 48, joined Huntington as CFO and Senior Executive Vice President in November 2019. Previously, Mr. Wasserman served as Senior Vice President and CFO for Visa, Inc. North America and Global Visa Consulting and Analytics since March 2016. From March 2012 to March 2016, he was Senior Vice President and CFO for U.S. Consumer Services & Global Consumer Travel with American Express Company.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 57

Back to Contents

ESG

ESG

Huntington and its colleagues pride themselves on being forward thinking, especially in the increasingly important area of ESG. As expectations grow and focuses change within the broad scope of ESG, we continue to enhance our practices so that we are supporting our communities, customers, colleagues, and other stakeholders while acting as good stewards for our communities and the environment. Further, we are continually finding better ways to provide shareholders with the transparent information they seek.

 

Overview of ESG

With oversight from the Board, Huntington and its colleagues are committed to implementing strong ESG practices by living out our Purpose of making people’s lives better, helping businesses thrive, and strengthening the communities we serve.

As a public company, our economic impact begins with our commitment to delivering sustainable, long-term shareholder value through top-tier performance, while maintaining an aggregate moderate-to-low, through-the-cycle risk appetite and well-capitalized position. As a regional bank, our economic impact includes helping individuals and families reach their goals of financial stability and homeownership; providing businesses, especially small and mid-sized businesses, with the resources to grow; serving and uplifting the underbanked; and working in partnership to create prosperous and resilient communities.

We are focused on the ESG issues most impactful to our business and important to our stakeholders.

Because we believe “purpose drives performance,” our enterprise ESG commitment is closely integrated with our core performance objectives. Led by executive management, we have adopted a performance management framework that incorporates governance, strategy, and operations grounded in the considerations most material to our stakeholders. This framework ensures that we formalize and standardize our approach to integrating ESG considerations into our Board and executive management decision-making and business strategy. Additionally, we are guided by our ESG stakeholder assessment, which has helped us focus our reporting on the topics of most importance to our stakeholders and business.

ESG Reporting

This Proxy Statement provides only a high-level overview of our ESG initiatives. Our 2022 ESG Report will be issued later this year. Our 2021 ESG Report and 2022 Annual Report are, and the 2022 ESG Report is expected to be, available on the Investor Relations pages of Huntington’s website at ir.huntington.com. None of these reports are a part of, or incorporated by reference into, this Proxy Statement.

Additionally, see the Forward-Looking Information subsection under General Information on Voting and the Annual Meeting for important information regarding these ESG disclosures.


 

  Huntington Bancshares Incorporated     2023 Proxy Statement 58

Back to Contents

ESG Oversight

Our commitment to ESG is integrated with our core performance objectives, and our ESG performance management framework ensures our most significant ESG considerations are integrated into relevant Board committee agendas for discussion, awareness, and governance actions. The ELT is accountable for executing the ESG strategy approved by the Board, including setting and delivering on short-and long-term performance goals, which are made public in our annual ESG report. The following represents how ESG is overseen and integrated throughout the Company:

As shown in the above chart, each of the Board-level committees provide oversight of ESG matters as it pertains to their specific areas of expertise and focus. Additionally, Huntington expanded and renamed the Nominating and Corporate Governance Committee as the Nominating and ESG Committee in early 2022 to oversee our ESG practices and disclosures, and the Compensation Committee was renamed as the HR and Compensation Committee to reflect its oversight of human resource matters. Further, ESG is incorporated throughout management’s risk management structure, which includes specific working groups, teams, councils, and committees focused on different pieces of ESG and climate change.

In addition to the oversight set forth above, we appointed a Chief ESG Officer in 2022 to bring even more focused leadership to all matters related to ESG.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 59

Back to Contents

ESG Stakeholder Assessment

To ensure that we focus our ESG strategic commitment on opportunities that are most important to our key stakeholders, Huntington completed an ESG Stakeholder assessment in 2017. Working with a third-party consultant, we started our process by considering key sustainability/ESG reporting frameworks, ratings, and rankings and developed a broad list of topics. We then narrowed our focus to issues that are most relevant to Huntington and in the regional banking sector generally. The prioritization process included leaders representing nearly every function within the Company. We also convened small group focus sessions organized around each of our key stakeholders.

We deliberately took an integrated approach to conducting our assessment by directly considering our risk management priorities, overall corporate strategy, and Purpose. Our efforts focused on evaluating topics based on both their importance to key stakeholders and to Huntington and our ability to impact those topics. While we recognize that each issue in our assessment is important, the final results focus us on a relative prioritization of the most important issues. The assessment clearly defines the topics that are important, more important, and most important to Huntington’s stakeholders and our business priorities. The full list of topics—categorized using these priority levels—can be found in our most recent ESG Report.

We expect to complete an updated ESG stakeholder assessment before our next ESG Report is published.

In addition to the periodic stakeholder assessments, another avenue we use to learn about the importance of various ESG topics is through our shareholder outreach that takes place throughout the year. Information about some of this year's topics discussed during these engagements can be found under the Shareholder Outreach and Engagement subsection.

 

ESG Focus Areas

At Huntington, we focus on the ESG issues that are most important to our business and our stakeholders. Our framework categorizes ESG into four broad categories most significant to our stakeholders:

Economic

Our economic impact begins with a commitment to delivering sustainable, long-term shareholder value through financial performance, while maintaining an aggregate moderate-to-low, through-the-cycle risk appetite and a well-capitalized position. We align our corporate strategy to our Purpose of helping others and building upon our market-leading, purpose-driven bank through focused efforts on the ESG issues most important to our business and our stakeholders.

Environmental

Huntington is committed to environmental stewardship. Our environmental strategy outlines our holistic approach to enhancing our environmental performance and reducing our carbon footprint. We demonstrate our commitment and transparency through our disclosures to CDP, a global initiative that allows us to track and submit data annually toward managing our carbon footprint and certain other aspects of our environmental impact, in addition to our reporting to the TCFD framework.

Social

Huntington aspires to be a Category of One financial services institution: an organization unique in the combination of its culture and performance. Huntington had 19,920 average full-time equivalent colleagues during 2022, all of whom are encouraged to live out a shared Purpose of making our colleagues’ and customers’ lives better, helping businesses thrive, and strengthening the communities we serve. We believe that our diverse workforce, supported by a culture of inclusiveness, enriches the experience of colleagues, and enhances our ability to perform as a company.

Governance

Our Board and ELT are committed to executing on our long-term vision and aligning our strategic objectives with the interests of our stakeholders. Our Board members are accomplished leaders from diverse backgrounds, bringing the perspectives, skills, and experience necessary to use independent judgment that will effectively challenge and drive continued success. Our Board members approve the strategy, risk appetite, and ethical standards for the entire organization, and our ELT ensures our business and enterprise functions operate with high legal, ethical, and moral standards through clearly stated policies and procedures. Additionally, our leaders set the tone at the top and oversee compliance with our standards and direct the Company’s financial reporting and internal controls.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 60

Back to Contents

Economic Highlights — Commitment to Our Community

Huntington supports the creation of thriving, economically inclusive communities. We have the scale and reach of a super-regional bank and the local commitment and accountability to work closely with the families and neighborhoods we serve. This includes developing and fostering relationships across our footprint to understand and address the most pressing needs in our communities.

Environmental Highlights — Commitment to Our Environment

Energy conservation and environmental sustainability efforts are a priority for Huntington. Our commitment to creating an environmentally sustainable future is an extension of our corporate values that drive our everyday actions. We have been an active participant in CDP, a global initiative that allows us to track and submit data annually toward managing our carbon footprint and certain other aspects of our environmental impact.

 

(1)

Source: U.S. Small Business Administration. SBA loans subject to SBA eligibility.

 

  Huntington Bancshares Incorporated     2023 Proxy Statement 61

Back to Contents

Social Highlights — Commitment to Our Colleagues

Our colleagues are our most important asset and the key to helping our stakeholders thrive. Our business is built on relationships, and our colleagues differentiate us. Huntington's culture unites all colleagues through a shared understanding that helps us work collaboratively to achieve our goals.

Some other benefits available to our colleagues to help them thrive include: