Huntington Bancshares Incorporated : Corporate Governance Guidelines (Corporate Governance Guidelines 41026)
HBAN
Published on 05/01/2026 at 03:57 pm EDT
Huntington Bancshares Incorporated
Title:
Corporate Governance Guidelines
Charter Number:
Approved By:
Approval Date
Tier: Board
Nominating and
April 21, 2026
Corporate Governance Committee
Anticipated Review Date
January 2027
Renewal Frequency:
Annual
The Board of Directors of Huntington Bancshares Incorporated (together with its subsidiaries as the context may require, the "Company") has adopted these Corporate Governance Guidelines ("Guidelines") to promote and foster an environment of strong, leading corporate governance practices that benefit each of the Company's stakeholders. These Guidelines are annually reviewed by the Company's Board of Directors (the "Board") so that they keep pace with the continually changing corporate governance landscape.
In General. The Board is responsible for oversight of the Company and reviews and approves the Company's mission and strategies. In fulfilling this responsibility, Directors must exercise their business judgment in good faith to act in what they reasonably believe to be in the best interests of the Company. Further, the Board, or a committee thereof:
Sets the tone for and monitors compliance with the Company's ethical standards, including the Code of Business Conduct and Ethics;
Monitors the performance of the Company in relation to its vision, mission, purpose, strategies, and financial and non-financial objectives;
Oversees the performance and effectiveness of the Chief Executive Officer ("CEO") and other members of management;
Oversees the selection and retention of the CEO;
Monitors the Company's financial reporting processes and internal controls;
Oversees management's development and implementation of the Company's risk management framework;
Holds focused discussions of individual businesses and key issues throughout the year; and
Approves major transactions that are beyond the authority of corporate executive management.
Board Size. The Company's Bylaws provide that the Board shall consist of not less than three Directors and not more than twenty-five Directors. The size of the Board shall be fixed from time to time by the Board based on recommendations of the Nominating and Corporate Governance ("NCG") Committee.
Director Terms. Directors are elected annually for a term of one year.
Leadership Structure. The Board will determine periodically whether to separate or combine the offices of Chairman and CEO considering the Company's then-current and anticipated future circumstances, succession planning needs, the skills and experience of the individual(s) filling those positions, and other relevant factors. When the positions of Chairman and CEO are combined, the independent Directors shall appoint an independent Director as the Lead Director. References to the Lead Director throughout these Guidelines are only applicable when such position exists.
Meetings and Meeting Preparation. Regular attendance of all meetings of the Board and of committees on which the Directors serve is of utmost importance. Board members are expected to
attend (i) the Company's annual meeting of shareholders and (ii) a minimum of 75 percent of all regularly scheduled Board meetings and committee meetings on which the Director sits.
Directors are expected to prepare for these meetings. The Company also expects Directors to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Company.
The Chairman of the Board ("Chairman"), in consultation with the Lead Director, establishes the Board agenda for Board meetings. Board meetings typically focus on the Company's key strategic plans, executive leadership, and performance matters. Each year, the Board will conduct a formal review and discussions of the Company's long-term strategic plans. The Board will designate other responsibilities, as appropriate, to committees.
Shareholder Proposals. The NCG Committee will review shareholder proposals duly and properly submitted to the Company and provide recommendations to the Board for recommendation to the shareholders.
Shareholder Communications. It is the Company's policy that management speaks for the Company, but from time to time, comments from the Board may be appropriate. Typically, such comments would come from the Chairman or Lead Director; however, the Chairman may ask other Directors to speak with shareholders or other constituents, as appropriate. The NCG Committee oversees the Company's efforts to effectively communicate with institutional shareholders both in connection with the corporation's proxy filing and throughout the year.
Persons wishing to contact the Board or a specific Director, including the Lead Director, can find information on the Board of Directors page in the About Us section of the Company's website at https://www.huntington.com.
Code of Conduct. The Company has adopted a comprehensive set of expectations to guide the decision-making of our Board, management, colleagues, and service providers. Among other matters, the Code of Conduct and Ethics addresses raising concerns, creating a respectful and safe workplace, and handling conflicts of interest. Waivers of the Code for Directors and executive officers, which are not generally provided, shall be approved by the NCG Committee and appropriately disclosed.
Independence. A majority of the Board must be independent, and the Board, based upon recommendations from the NCG Committee, will make independence determinations for each Director. A determination of independence shall be made based on rules promulgated by the Nasdaq Stock Market, Inc. ("Nasdaq").
Audit Committee Members - Additional Requirements. In addition to the independence requirements set forth above, Audit Committee members must meet the specific requirements established by the Securities and Exchange Commission ("SEC") and Nasdaq for independence and the requirements of the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"). All Audit Committee members must be financially literate and at least one member shall be a "financial expert," as defined by SEC regulations.
Change in Principal Employment. Board members should have extensive leadership experience in each member's business or profession and be active within their community. As such, members who experience a significant change in their principal occupation, position, or responsibility (including
retirement) held when they were appointed or most recently elected to the Board shall automatically be deemed to have offered their resignation for consideration. Although every instance of such change will not necessarily require the Director to leave the Board, there should be an opportunity for the Board, through the NCG Committee, to review whether it is appropriate for that Director to continue serving on the Board. Any Director (1) whose resignation is under consideration or (2) who serves on another company's board with the Director whose resignation is under consideration, shall not participate in any deliberations regarding whether to accept the resignation.
Membership on Outside Boards. Due to the growing demands on public company directors, Board members shall advise the Chairman and the Chair of the NCG Committee in advance of accepting an invitation to serve on another public company board.
In order to help ensure Directors are able to dedicate sufficient time to and fulfill their responsibilities on our Board, (i) those Directors holding a public company executive officer position may not serve on more than two public company boards and (ii) those Directors not holding a public company executive officer position may not serve on more than three other public company boards, in each case, unless the NCG Committee determines that serving on additional public company boards will not impair the Director's ability to commit sufficient time and dedication to our Board.
Loan Default. A Director is expected to submit their resignation if a loan from the Company to a Director or entity controlled by a Director is classified "doubtful" or "loss."
Director Candidates - Diversity and Additional Criteria. One of the Board's most important responsibilities is identifying, evaluating, and selecting candidates for the Board. The NCG Committee will, from time to time, identify selection criteria for Board membership, taking into consideration the current composition and the knowledge, skills, and experience currently represented on the Board. Board members are encouraged to identify prospective Directors, consistent with the below criteria, and recommend them to the NCG Committee.
The NCG Committee reviews the qualifications of potential Director candidates and makes recommendation to the full Board for election. The factors considered by the NCG Committee and the Board in its review of potential candidates include:
Whether the candidate has exhibited behavior that indicates they are committed to the highest ethical standards.
The candidate's experience in the financial services industry and with risk management and compensation practices.
The candidate's general business knowledge and special skills, expertise, and background that would complement the attributes of the existing Directors.
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 gender, race, ethnicity, age, background, and other attributes, particularly considering the existing diversity represented on the Board.
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 existence of any conflicts of interest.
The Board believes that its membership should reflect the diversity of the Company's markets and geographies. As such, the Board has adopted the following version of the Rooney Rule for Director candidate searches. When seeking potential candidates for directorship, the NCG Committee will include highly qualified candidates who reflect diverse backgrounds (including diversity of gender, race, ethnicity, age, and sexual orientation) in the initial pool from which nominees are chosen. Further, any third-party firms or consultants used to compile a pool of candidates will include such individuals.
Retirement Age - Criteria to Consider. No person shall be nominated or elected a Director of the Company after having attained the age of 75 years, unless prior to such nomination or election as a Director, the Board or NCG Committee first determines that such age restriction shall not be applicable to such person. Such exceptions to this policy should be rare, and any determination that the age restriction shall not be applicable to any person shall be made only after consideration of whether such person: brings a specific expertise to the board; has valuable industry-specific knowledge and experience; 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 NCG Committee.
Term Limits and Board Refreshment. The Board does not support instituting limits on the number of terms that Directors may serve. Directors who have served on the Company's Board for longer periods of time are able to offer unique experience, insights, and institutional knowledge. By having a balanced set of newer, mid-tenured, and seasoned Directors on the Board, the Board is better positioned for succession planning, developing, and passing on institutional knowledge, and incorporating fresh perspectives. The Board prefers to rely on a robust self-assessment process, as opposed to term limits, for refreshment purposes.
Election of Directors. As explained further in our Bylaws, in uncontested elections of Directors, a nominee for election to the Board at a meeting of shareholders shall be elected only if the number of votes cast "for" such nominee's election exceeds the number of votes cast "against" or affirmatively "withheld" as to such nominee's election (i.e., a majority vote standard). A plurality vote standard is applicable in contested elections.
Any incumbent Director who fails to receive the vote required by the Company's Bylaws to be elected a Director shall automatically be deemed to have offered their resignation for consideration. Any Director
(1) whose resignation is under consideration or (2) who serves on another company's board with the Director whose resignation is under consideration, shall not participate in any deliberations regarding whether to accept the resignation.
Management and Colleagues. Directors shall have full and free access to members of management or any other Company colleague at any time, about any matter, and without prior or subsequent notice or permission from the CEO or other executive officer.
Independent Advisors. The Board and committees thereof, as they deem appropriate, may retain any independent advisor they deem necessary, without conferring with or obtaining the approval of management, and the Company will be responsible for the expenses of any advisor so retained.
The independent Directors will hold meetings in executive session without management present on a regular basis but not less than twice each year. Such meetings may be in conjunction with regularly scheduled meetings of the Board. The Lead Director will preside at each meeting. The Lead Director will communicate to the CEO such information as they deem appropriate following the executive session.
General. The Board will establish necessary Committees, to include:
Audit Committee
Executive Committee
Human Resources and Compensation Committee
NCG Committee
Risk Oversight Committee
Technology Committee
Each standing committee will have a written charter, which will detail their respective responsibilities. Each committee will determine which members of management will attend committee meetings and when to conduct executive sessions without management. Committees will report regularly to the full Board on their actions, recommendations, and discussions, and the Board will act on the committee's recommendations. The Board and each committee thereof will also undertake an annual performance evaluation under the direction of the NCG Committee.
Committee Membership, Chairs, and Rotation. Membership and chair positions on each committee will be determined by action of the NCG Committee except that the NCG Committee's membership and chair shall be determined by the Board. In determining committee membership, the NCG Committee and Board, as the case may be, will consider applicable listing and regulatory qualifications. Members of the Audit Committee, the Human Resources and Compensation Committee, and the NCG Committee and a majority of the Risk Oversight Committee shall be independent pursuant to the provisions set forth herein.
Committee assignments should be based on each Director's knowledge, skills, expertise, and interest. Further, the NCG Committee and Board recognize that continuity of membership enhances institutional knowledge and further depth in assigned areas. For these reasons, the Board does not favor mandatory rotation of committee assignments or chair positions. On the other hand, the Board recognizes the value of internal refreshment, which can bring about fresh perspectives on committees. Therefore, the NCG Committee and Board annually review committee membership and chair positions to balance these competing demands.
Joint Committees. A committee may be a joint committee of the Company and The Huntington National Bank (the "Bank"). A joint committee may hold separate sessions, if necessary, to address issues that are relevant to one entity but not the other or to consider transactions between the two entities or other matters where the Company and the Bank may have different interests. In addition, any such joint committee should consult with internal or outside counsel if, in the opinion of the joint committee, any matter under consideration by the joint committee has the potential for any conflict between the interests of the Company and those of the Bank or the Company's other subsidiaries to ensure that appropriate procedures are established for addressing any such potential conflict.
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Disclaimer
Huntington Bancshares Incorporated published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 01, 2026 at 19:56 UTC.