Huntington Bancshares Incorporated : 2024 Proxy Statement - ADA

Published: 2025-03-06 10:18:08 ET HBAN

OUR PURPOSE, VISION, VALUES, AND AMBITIONS

PURPOSE

We make people's lives better, help businesses thrive, and strengthen the communities we serve

VISION

VALUES

To be the leading

Can-do Attitudes

People-first,

Forward-thinking Minds

Customer-centered

Service Hearts

bank in the country

AMBITIONS

Be the most Trusted financial institution Have the most Caring and Inclusive Culture

Be an indispensable Partner for

customers and communities Deliver Value through top quartile core performance

A Letter from

Our Board's Leadership

Stephen D. Steinour

David L. Porteous

Chairman, President, and CEO

Independent Lead Director

Dear Fellow Shareholders:

We are pleased to invite you to the 2025 Annual Meeting of Shareholders to be held virtually on Wednesday, April 16, 2025, at 2:00 p.m. Eastern Time via webcast. We hope you will join us online and participate in this year's meeting to consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year.

We drove accelerated growth throughout 2024, delivering sequential revenue expansion and peer-leading loan and deposit growth. This success was supported by our continued investments into our new regional markets including North Carolina, South Carolina, and Texas as well as our entry into new profitable commercial verticals. Our existing businesses are growing and performing well. We delivered year-over-year fourth quarter growth in average loans of 6% and average deposits of 7%. Full year fee revenue from our Payments, Wealth Management, and Capital Markets business increased 6%, 11%, and 32%, respectively. We also scaled our national businesses in practice finance, SBA lending, outdoor equipment and powersports, and consumer direct and indirect automotive lending. At the same time, we continued to operate from a position of strength, maintaining strong credit, liquidity, and capital ratios. We remain committed to our aggregate moderate-to-low risk appetite. We believe that we are well positioned to continue our peer leading growth in 2025 and beyond.

We updated the Huntington Vision and added Huntington's Ambitions to double down on our customer-centered focus to be the most trusted financial institution and an indispensable partner to our customers. We plan to continue to support and grow with our customers as well as acquire new customers.

We would like to thank Alanna Cotton, Gina France, Mike Hochschwender, and Rick King for their service on the Board of Directors, each of whom provides invaluable contributions to the Board. They will be leaving our Board at the 2025 Annual Meeting of Shareholders. Alanna has brought invaluable insights to the Board of Directors especially in consumer marketing and branding. Likewise, Gina has been outstanding, and her guidance, experience, and skill focused Huntington on ensuring colleague compensation incentivized positive behaviors and culture. Mike has been extraordinary and valuable in guiding Huntington through a growing, complex spectrum of technology opportunities and cybersecurity management. Finally, Rick King's experience assisted Huntington into becoming a digitally powered bank and introduced the concept of a "shareholder value map." We speak on behalf of the entire Board and management in thanking them for their years of tremendous service and insights.

Huntington Bancshares Incorporated 2025 Proxy Statement

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.

At Huntington, we consistently focus on strengthening our culture by caring for our colleagues, customers, and communities. We believe that we are well positioned to continue to deliver value to our shareholders. We are grateful for our colleagues for their commitment to each other, our customers, communities, and for all that they do every day. We appreciate the guidance and dedication from our Directors throughout the year. We also appreciate you, our shareholders, for your trust in our good company.

Thank you for your support of Huntington, and we look forward to your participation at the 2025 Annual Meeting of Shareholders.

Best wishes,

Stephen D. Steinour

David L. Porteous

Chairman, President, and CEO

Independent Lead Director

March 6, 2025

Huntington Bancshares Incorporated 2025 Proxy Statement

Notice of 2025 Annual Meeting of Shareholders

April 16, 2025

Wednesday, 2:00 p.m. Eastern Time

Location

Online at meetnow.global/MSSNHFG

Matters to be Considered and Voted Upon:

Proposal 1 Election of Directors

Proposal 2 Advisory resolution to approve, on a non-binding basis, the compensation of executives as described in the

proxy materials

Proposal 3 Ratification of the appointment of PwC as our independent registered public accounting firm for 2025

Other business that properly comes before the meeting

FOR

each Director nominee

FOR

HOW TO VOTE YOUR SHARES

Online

Registered holders www.envisionreports.com/HBAN Beneficial owners

Follow the instructions provided in your materials

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

Information for Shareholders Who Plan to Attend the 2025 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 2025 Annual Meeting of Shareholders, and any postponements or adjournments thereof, and we are first making this Proxy Statement available on or about March 6, 2025. Shareholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during themeeting by visiting meetnow.global/MSSNHFGatthe meetingdateand time.

Record Date: Huntington shareholders as of the close of business on February 18, 2025, 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.

2025 Virtual Annual Shareholder Meeting

Huntington will once again hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. Shareholders as of the Record Date will be able to attend the meeting online, vote shares electronically, and submit questions during the meeting by visiting meetnow.global/MSSNHFG at the meeting date and time. The meeting webcast will begin promptly at 2:00 p.m. Eastern Time on Wednesday, April 16, 2025. 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 theProxyStatementforadditionalinformationonhowtoparticipateinthisyear'smeeting.

By Order of the Board of Directors,

Anne Kruger

Senior Associate General Counsel and Secretary

March 6, 2025

Huntington Bancshares Incorporated 2025 Proxy Statement

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 16, 2025. The Proxy Statement and Annual Report to shareholders are available at www.edocumentview.com/HBAN

Voluntary E-Delivery of

Proxy Materials

Weencourage ourshareholderstoenrollin electronicdeliveryofproxymaterials:Ifyou are aregisteredshareholder, pleasesignupat www.computershare.com/hban.

If you are a beneficial owner, please contact your Broker for instructions.

Electronic delivery offers immediate and convenient access to proxy materials. It also helps us reduce paper usage and our printing and shipping costs.

Table of Contents

A Letter from Our Board's Leadership

Notice of 2025 Annual Meeting of Shareholders

Table of Contents

Proxy Summary

2024 Performance Highlights

Huntington Overview

Information Highlights

Proposal Summaries

Election of Directors

Compensation of Directors

Corporate Governance

Commitment to Good Governance Practices

Continually Assessing and Enhancing Director Skills and Board Effectiveness

Board Role and Responsibilities

Board, Committee, and Leadership Structure Board Practices, Policies, and Processes Our Executive Officers

Corporate Responsibility Government Relations

Compensation of Executive Officers

Compensation Discussion & Analysis

1 Report of the Human Resources and

Compensation Committee

Executive Compensation Tables

Pay Versus Performance Disclosure

104

Pay Ratio Disclosure

107

Audit Matters

108

Report of the Audit Committee

110

Ownership of Voting Stock

111

8 Security Ownership of Directors and

Executive Officers

111

Security Ownership of Certain

Beneficial Owners

112

Delinquent Section 16(a) Reports

113

38 General Information on Voting and the

Annual Meeting

114

General Information About the Meeting

114

Proposals by Shareholders for the 2026

Annual Meeting

117

Recommendations for Directorship

117

Other Matters

118

Appendix A: Non-GAAP Reconciliation

119

Adjusted EPS

119

Adjusted Operating Leverage

120

Adjusted ROTCE

121

Pre-Provision Net Revenue (PPNR)

122

Glossary

123

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 2025 Proxy Statement

Forward-Looking Information

This Proxy Statement contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our "Fair Play" banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; and other factors that may affect the future results of Huntington.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

See also the other reports filed with the SEC, including discussions under the "Forward-Looking Statements" and "Risk Factors" sections of Huntington's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC and available on its website at www.sec.gov.

The Corporate Responsibility-based objectives, plans, targets, goals, and commitments contained within this Proxy Statement are aspirational and considered forward-looking statements; as such, we make no guarantees or promises that they will be achieved or successfully executed. Statistics and metrics included in these disclosures are estimates and may be based on assumptions.

Information Not Incorporated into This Proxy Statement

Information contained on or accessible through our website at www.huntington.com or ir.huntington.com, including but not limited to, our various Corporate Responsibility reports, is not and shall not be deemed to be a part of this Proxy Statement by reference or otherwise incorporated into any other filings we make with the SEC, except to the extent we specifically incorporate such information by reference. Some of these statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.

Huntington Bancshares Incorporated 2025 Proxy Statement

Proxy Summary

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

The Board proposes the election of 12 individuals as Directors at this

of Directors

annual meeting. All our nominees are seasoned leaders. Collectively,

they bring an effective variety of skills, knowledge, experience, and

perspectives to our Board. The independent Director nominees make up

83.3% of the Board.

Proposal 2: Advisoryresolution

The Board and the HRCC believe that our compensation policies and

toapprove,onanon-binding

procedures strongly align the interests of executives and shareholders

basis,thecompensationof

and that our culture focuses executives on sound risk management and

executivesasdescribedinthe

appropriately rewards executives for performance.

proxymaterials

Our Board recommends a vote FOR the election of each of the nominees for Director. See page 17 for further information.

Our Board recommends a vote FOR this proposal. See page 64 for further information.

Proposal 3: Ratificationofthe

The Board and the Audit Committee believe that the continued retention

appointmentofthe

of PwC to serve as our independent registered public accounting firm is

independentregisteredpublic

in the best interests of the Company and its investors. The Audit

accountingfirmfor2025

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 108 for further information.

TIME & DATE

PLACE

RECORD DATE

VOTING

2:00 p.m. Eastern Time

Online at meetnow.global/

Close of business on

Common shareholders as of the Record Date are

Wednesday, April 16, 2025

MSSNHFG

February 18, 2025

entitled to vote. Shareholders of record and most

beneficial shareholders have several methods by

which they can vote. Please refer to

the Notice of 2025 Annual Meeting of

Shareholders for voting methods.

Huntington Bancshares Incorporated 2025 Proxy Statement

Proxy Summary

2024 Performance Highlights

The past year saw the successful execution of strategic initiatives and sustained deposit and loan growth for Huntington during a dynamic environment for the banking sector. 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 2024 performance:

Loan Growth (ADB)

$3.6 2.9%

billionyear-over-year

Revenue(1)

$7.4 0.5%

billionyear-over-year

(1) On a fully-taxable equivalent (FTE) basis assuming a 21% tax rate.

Deposit Growth (ADB)

$7.7 5.2%

billionyear-over-year

Tangible Book Value Per Share Growth

$8.33 6.9%

year-over-year

Huntington Overview

We serve our customers through a banking network of retail branches as well as digital, telephone, and ATM banking capabilities.

Our geographic footprint

Branch footprint products:

Business Banking

Commercial

Consumer

Insurance

Preferred Banking

Private Banking

Wealth Management & Trust

Extended/national products:

Asset Finance

Auto Finance

Commercial Specialty Verticals

Corporate Banking

Fund Finance

Government Banking

Healthcare ABL

Homeowners' Association

Inventory Finance

Mortgage Servicing

National Settlements

Native American Financial Services

Practice Finance

RV and Marine

Small Business Administration

Title & Escrow

Treasury Management

19,932

FTE colleagues(1)

978

Branches(2)

$204B

Assets

IL IN

Over 150

years

Serving the financial

needs of our customers

since 1866

Huntington Bancshares Incorporated 2025 Proxy Statement

Proxy Summary

Information Highlights

The following chart provides highlights of many of Huntington's Corporate Responsibility 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.

Corporate Responsibility or Compensation Topic

Huntington's Practice

Board Composition, Leadership, and Operations

Number of Director nominees

Substantially independent Director nominees

Yes, 83.3% of nominees are independent

Independence of Audit Committee, HRCC, NESG Committee,

100%

Risk Oversight Committee members, and Technology Committee

Combined Chairman/CEO

Yes

Independent Lead Director with clearly defined authority and duties

Yes

Average Director nominee age

64 years as of April 16, 2025

Mandatory retirement age

75 years unless an exception is made

Average Director nominee tenure

8 years as of April 16, 2025

Term limit

None

Gender diversity on the Board

3 nominees (25%)

Racial/ethnic diversity on the Board

3 nominees (25%)

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

independent 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

Blank check preferred

Number of Board meetings held in 2024

Number of Board and committee meetings held in 2024

Average Board and committee meeting attendance in 2024

Executive sessions with only independent Directors

Direct access to management and other colleagues

Risk mitigation practices

Annual

Yes, but Huntington's capital plan is submitted to the Federal Reserve

97.9%

Yes, scheduled for all regular quarterly Board meetings

Yes, the Board has direct access

Established an aggregate moderate-to-low risk appetite for the enterprise with key risks overseen by Board committees

Huntington Bancshares Incorporated 2025 Proxy Statement

Disclaimer

Huntington Bancshares Incorporated published this content on March 06, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 06, 2025 at 15:17:07.548.