Independent
Tenure on this board
15.8 yrs
15 nominees · 3 ballot items.
Election of 15 directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of PwC as independent auditors for 2026.
Election of 15 individuals to serve as directors for one-year terms until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an annual, non-binding advisory vote to approve the Company’s executive compensation disclosure and program. Management seeks shareholder endorsement to validate its pay-for-performance approach and to provide the HRCC with feedback while preserving the Board’s discretion over compensation design. The proxy materials describe a compensation program that emphasizes long-term equity (PSUs and RSUs), robust stock ownership guidelines (10x for CEO, 3x for other NEOs), and an annual incentive plan tied to Adjusted EPS, Adjusted PPNR growth, and Adjusted Operating Leverage, with long-term PSUs measured on Relative and Absolute Adjusted ROTCE. The Board’s rationale for recommending a FOR vote highlights alignment of executive pay with shareholder interests, the use of performance-based metrics, recoupment and misconduct recovery policies, independent consultant support, and annual shareholder engagement (historical say-on-pay support above 85%). The Company notes that the vote is advisory and non-binding, but the HRCC will consider the outcome when setting future compensation. The proposal sits in the context of strong 2025 operating performance (adjusted funding of 149% for MIP and adjusted ROTCE ~16.4%), major strategic transactions (Veritex and Cadence combinations) that increase scale and integration risks, and ongoing enhancements to compensation governance. Investors should weigh the program’s emphasis on performance metrics and risk controls against the potential for discretion in adjustments (e.g., extraordinary event adjustments) and generous target award levels; the Board argues these features are necessary to attract and retain senior talent while promoting long-term shareholder value. Given the Company’s disclosure of governance safeguards and recent shareholder outreach, management frames a FOR vote as supporting continued alignment between executives and shareholders while retaining committee oversight and discretion to adjust awards where warranted.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Huntington’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 131,810,766 | $2.1B |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.84% | 118,389,346 | $1.9B |
| 3 | STATE STREET CORP | 4.65% | 94,350,662 | $1.5B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.63% | 93,852,592 | $1.5B |
| 5 | BlackRock, Inc. | 3.86% | 78,283,869 | $1.2B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.99% | 60,541,268 | $947M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.48% | 50,201,331 | $782M |
| 8 | BlackRock, Inc. | 2.12% | 42,891,280 | $671M |
| 9 | Boston Partners | 1.83% | 37,117,425 | $581M |
| 10 | Invesco Ltd. | 1.70% | 34,399,263 | $538M |
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