HUNTINGTON BANCSHARES INC /MD/
For the period ended Apr 22, 2026. Filed Mar 12, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2026 · Filed Mar 12, 2026
Contents
Executive Compensation Program Features
| Guiding Principles | |
|---|---|
| Focus on long-term shareholder alignment | A significant portion of compensation is stock-based and long-term in focus. We maintain robust stock ownership requirements for our CEO and other executives. |
| Balanced and holistic approach | Our program includes fixed and performance-based elements, short-term and long-term performance incentives, and considers corporate, business segment, individual, and relative performance. |
| Align pay and performance | Total compensation is expected to vary each year in line with our performance and key objectives over the long-term. |
| Maintain an aggregate moderate-to-low risk appetite | We monitor our programs, controls, and governance practices for consistency with our aggregate moderate-to-low risk appetite. See Risk Assessment of Incentive Compensation. |
| Assure appropriate positioning in the market | Our target pay levels are designed to be competitive with market practice. |
| Reflect internal equity | We differentiate compensation by individual, reflecting their role, experience, performance, and expected contributions. |
Reinforcing Our Values
In addition to rewarding executive officers for achievement of financial goals, the HRCC applies its discretion to reinforce behaviors and values that contribute to the Company’s long-term success. Our Values and Our Purpose work together to guide how we develop our business strategy and achieve our goals. Our colleagues are our most important asset and the key to fulfilling Our Purpose to make people’s lives better, help businesses thrive, and strengthen the communities we serve. Performance reviews for all colleagues focus equally (50-50) on WHAT a colleague does (goals) and HOW a colleague does it (behaviors supporting Our Values). For executives, including our NEOs, this includes utilizing the PLQ to evaluate their performance on Human Capital metrics. This balanced focus is intended to encourage expected behaviors consistent with Our Values in support of Our Purpose.
| What We Do | What We Don’t Do | |
|---|---|---|
| • Significant stock ownership policy applicable to executive officers and next level executives receiving equity awards to reinforce alignment between shareholders and senior management• Significant emphasis on performance-based compensation, with the majority dependent upon long-term performance• Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner• All incentive compensation, including vested and paid compensation, is subject to robust recoupment policies that allow us to recover certain vested or unvested incentive compensation in the event of inappropriate risk taking or a financial restatement• PSUs comprise 60% of total annual LTI grant value for CEO and 55% for other NEOs for 2025• Annual equity-based awards made on a pre-established date to avoid any appearance of coordination with the release of material non-public information• Independent compensation consultant provides expert guidance and support to the HRCC• Shareholder engagement to exchange viewpoints with our investors• Annual assessment of compensation programs to compare them to those of our peers and market best practices• Limited perquisites representing a small component of compensation• Annual risk assessment of incentive compensation plans | • No repricing of previously-granted stock options without shareholder approval• No perquisite or excise tax gross-ups upon change in control• No single-trigger vesting of equity awards upon change in control• No hedging or pledging of Huntington securities by executives or Directors• No dividend or dividend equivalents paid on equity grants prior to vesting• No incentive plans encourage excessive risk-taking |
Compensation of Executive Officers: Key Compensation and Governance Practices
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