Corporate Governance and the Board

	Proposal 1
	Election of Directors		The board of directors proposes the election of 13 directors at this annual meeting. Directors elected at the meeting will each serve a one-year term expiring at our 2022 annual meeting when their successors are duly elected and qualify.   Upon consultation with the Nominating and Corporate Governance Committee, the board of directors has nominated the 13 directors currently serving for reelection at this 2021 annual meeting: Lizabeth Ardisana, Alanna Y. Cotton, Ann B. (Tanny) Crane, Robert S. Cubbin, Steven G. Elliott, Gina D. France, J. Michael Hochschwender, John C. (Chris) Inglis, Katherine M. A. (Allie) Kline, Richard W. Neu, Kenneth J. Phelan, David L. Porteous, and Stephen D. Steinour.   All of our nominees are seasoned leaders. They bring to our board an effective variety of skills, knowledge, experience, and perspectives. We also have a mix of newer and longer-term directors among the nominees.   Unless otherwise directed, the shares represented by a properly submitted proxy will be voted FOR the election of each nominee. We have no reason to believe that any nominee will be unable or unwilling to serve as a director if elected. However, in the event that any of these nominees should become unavailable, the board of directors may decrease the number of directors pursuant to the bylaws, or the board of directors may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.      The board of directors recommends a vote FOR the election of each of the nominees for director.

Corporate Governance and the Board

Board Skills, Experience and Diversity

A graphic summary of the qualifications and attributes of our director nominees is presented below.

Ardisana

Cotton

Crane

Cubbin

Elliott

France

Hochschwender

Inglis

Kline

Neu

Phelan

Porteous

Steinour

Skills & Experience

Audit / Financial Reporting

Client / Consumer Marketing, Branding & Communication

Compensation & Human Capital Management

ESG

Financial Services

Government, Public Policy & Regulatory

Legal

Payments

Public Company Executive

Risk Management

Strategic Planning / M&A

Technology / Cybersecurity

Demographic Background

Tenure (Years)

4

1

10

4

10

4

4

4

2

11

1

17

12

Age (Years)

70

48

64

63

74

62

60

66

49

65

61

68

62

Gender (Male/Female)

F

F

F

M

M

F

M

M

F

M

M

M

M

Race/Ethnicity

African American/Black

Hispanic

Caucasian/White

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Corporate Governance and the Board

 

	Audit / Financial Reporting	Prior experience working in finance, accounting, and / or audit, internally or externally.
	Client / Consumer Marketing, Branding and Communication	Experience leveraging technology to improve the customer experience online and in-store and drive omni-channel  experiential initiatives. Customer marketing and branding experience with digital mindset.
	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 employee engagement. Experience in human capital management.
	ESG	Experience with ESG practices, from a sustainability and / or reporting perspective, with a focus on leadership in modern board practices and corporate governance.
	Financial Services	Experience with financial market products and services.
	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.
	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.
	Payments	Strong understanding of payment platforms, models, systems,  and technology.
	Public Company Executive	CEO or other senior executive (direct report to CEO) of a publicly traded company.
	Risk Management	Deep experience with enterprise risk management principles and concepts as well as experience managing risk at a large, complex organization.
	Strategic Planning / M&A	Experience leading complex mergers, acquisitions, or divestitures and direct involvement in the integration of people, systems, data, and operations.
	Technology, Cybersecurity & Information Security	Expertise 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.

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Corporate Governance and the Board

Director Nominees

The following provides biographical information regarding each of the nominees, including the specific business experience, qualifications, attributes and skills that the directors considered, in addition to prior service on the board, when the board determined to nominate them.

	Lizabeth Ardisana   Director since: 2016 Age: 70    Committees: Community Development Committee Risk Oversight Committee   Other Current Public Company Directorships: Clean Energy Fuels Corp.		•   Chief Executive Officer and the principal owner of the firm ASG Renaissance, LLC which Ms. Ardisana founded in 1987. ASG Renaissance is a technical and communication services firm. ASG Renaissance has more than 23 years of experience providing services to a wide range of clients in the automotive, environmental, defense, construction, healthcare, banking, and education sectors.  •   Chief Executive Officer of Performance Driven Workforce, LLC, a scheduling and staffing firm which was founded in 2015 and has since expanded into five states.  •   Hispanic and female business owner; an active business and civic leader in Michigan.  •   Held numerous leadership positions in a variety of non-profit organizations, Skillman Foundation, CS Mott Foundation, Kettering University, Metropolitan Affairs Coalition and Focus: Hope  •   Appointed by the governor of Michigan to the executive board of the Michigan Economic Development Corporation and chairs its finance committee.  •   Vice chair of the Wayne State University Physicians Group where she serves on the audit committee. •   Holds a bachelor’s degree in mathematics and computer science from the University of Texas, a master’s degree in mechanical engineering from the University of Michigan and a master’s degree in business administration from the University of Detroit.  •   Serves on the board of directors of Clean Energy Fuels Corp. Member of the board of directors of Citizens Republic Bancorp, Inc. from 2004 to 2013, and a member of the board of directors of FirstMerit Corporation from 2013 to 2016. •   Brings significant leadership experience to the board.     Key Experience and Skills:         Audit / Financial Reporting       Client / Consumer Marketing, Branding & Communication       Compensation & Human Capital  Management      ESG    Government, Public Policy & Regulatory       Risk Management       Strategic Planning / M&A

	Alanna Y. Cotton   Director since: 2019 Age: 48    Committees: Community Development Committee Technology Committee		•   President of Operations, Central & Eastern Europe, The Coca-Cola Company. Ms. Cotton 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 – 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.  •   Holds a master’s degree in business administration from Stanford University.  •   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.     Key Experience and Skills:         Audit / Financial Reporting       Client / Consumer Marketing, Branding & Communication       Compensation & Human Capital  Management      Financial Services    Government, Public Policy & Regulatory       Strategic Planning / M&A       Technology, Cybersecurity & Information Security

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Corporate Governance and the Board

 

	Ann B. (Tanny) Crane   Director since: 2010 Age: 64    Committees: Audit Committee Community Development Committee (Chair) Executive Committee		•   President and Chief Executive Officer, 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 of directors for Wendy’s International from 2003 to 2007. Also served on the board of directors for State Savings Bank from 1993 to 1998.  •   Holds a bachelor’s degree in marketing and finance from The Ohio State University and a Masters of Management in marketing and finance from the J.L. Kellogg Graduate School of Management at Northwestern University.  •   Widely recognized for her and her company’s philanthropy throughout Central Ohio. •   An accomplished executive who is knowledgeable of the financial services industry and is deeply involved in community support and investment. •   Because of her knowledge and experience, she has been selected to serve on the Audit Committee, the Community Development Committee, and the Executive Committee.     Key Experience and Skills:         Client / Consumer Marketing, Branding & Communication         Financial Services    Government, Public Policy & Regulatory       Strategic Planning / M&A

	Robert S. Cubbin   Director since: 2016 Age: 63    Committees: Audit Committee Compensation Committee (Chair)   Other Current Public Company Directorships: Kelly Services, Inc.		•   Retired President and Chief Executive Officer of Meadowbrook Insurance Group. He retired in 2016 following a 30-year career with Meadowbrook Insurance Group during which he held various management positions. He joined the company as vice president and general counsel, primarily responsible for all legal and regulatory affairs. He was promoted to executive vice president in 1996 and then to president and chief operating officer in 1999, primarily responsible for all operational functions within the company. He became chief executive officer in 2001. While with Meadowbrook, he led the formation of the firm’s insurance company subsidiaries, their initial capital raising efforts and ultimately led the company’s initial public offering and registration of its stock on the NYSE. He managed all negotiations, due diligence, integration and regulatory matters relative to dozens of acquisitions over his career. He served as a director of Meadowbrook Insurance Group, Inc., including the time-period during which Meadowbrook was a public company.  •   Served on the board of directors of Citizens Republic Bancorp, Inc. from 2008 to 2013 and on the board of directors of FirstMerit Corporation from 2013 to 2016.  •   Served as the chair of the audit committee at Citizens Republic Bancorp, Inc.  •   Serves on the board of Kelly Services, Inc. since 2014, where he is a member of the audit committee and chair of the compensation and talent committee.  •   Served as a board member, executive committee member, and chair of the finance and investment committee of Business Leaders for Michigan, a non-profit organization, comprised of the state’s senior executives of the state’s largest job providers, which is focused on driving business development and economic change in the State of Michigan.  •   Holds a Bachelor of Arts in psychology from Wayne State University, and a Juris Doctor degree from Detroit College of Law. •   A licensed attorney and member of the State Bar of Michigan.  •   A broadly experienced executive who brings many years of expertise and leadership to our board and the committees on which he serves.     Key Experience and Skills:         Audit / Financial Reporting       Compensation & Human Capital  Management      Financial Services      Government, Public Policy & Regulatory    Legal       Public Company Executive       Risk Management      Strategic Planning / M&A

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Corporate Governance and the Board

 

	Steven G. Elliott   Director since: 2011 Age: 74    Committees: Compensation Committee Executive Committee Risk Oversight Committee (Chair)   Other Current Public Company Directorships: PPL Corporation		•   Retired Senior Vice Chairman, BNY Mellon. He began a 23-year career with BNY Mellon in 1987 as head of finance for Mellon Financial Corporation. He was named chief financial officer in 1990, vice chairman in 1992, and senior vice chairman in 1998. He also served as a director of Mellon Financial Corporation from 2001 until the merger with The Bank of New York in July 2007. He was then a director of BNY Mellon through July 2008. While at Mellon, he led a number of the company’s servicing businesses and was co-leader of the integration of The Bank of New York and Mellon Financial Corporation when they merged in 2007. He led strategic acquisitions, divestitures, and restructurings, and he also held various business leadership roles in asset servicing, securities lending, foreign exchange, capital markets, global cash management, technology and institutional banking.  •   Served as chief financial officer of First Commerce Corporation, corporate controller of Crocker National Bank, senior vice president of Continental Illinois National Bank, and corporate controller of United California Bank.  •   A certified public accountant (inactive).  •   Has substantial public company director experience with Fortune 500 companies, currently serving on the board of PPL Corporation where he chairs the audit committee and serves on the executive and finance committees.  •   Served on the board of Alliance Bernstein, from 2011 to 2017, where he was lead director and chair of the audit committee and served on its executive and compensation committees.  •   Holds a bachelor’s degree in finance from the University of Houston and a masters of management in finance with the highest distinction from the J.L. Kellogg Graduate School of Management at Northwestern University. •   As a seasoned financial services executive with many years of experience as chief financial officer for large financial services organizations, he brings valuable insight and advice to our board and to his role as chairman of the board’s Risk Oversight Committee, where his experience contributes to building strong and effective risk management.      Key Experience and Skills:         Audit / Financial Reporting       Compensation & Human Capital  Management      ESG      Financial Services      Government, Public Policy & Regulatory    Payments       Public Company Executive       Risk Management      Strategic Planning / M&A      Technology, Cybersecurity & Information Security

	Gina D. France   Director since: 2016 Age: 62    Committees: Audit Committee Compensation Committee   Other Current Public Company Directorships: Cedar Fair LP; CBIZ, Inc.		•   Chief Executive Officer and President of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country.  •   Before founding France Strategic Partners LLC 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 35 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. •   Currently serves on corporate boards: Cedar Fair LP (audit committee chair) and CBIZ, Inc. Previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries.  •   Appointed a director of the BNY Mellon Family of Funds in 2019. •   A trustee of Baldwin Wallace University and the Cleveland Modern Dance Association and was a founding board member and treasurer of In Counsel with Women. •   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. •   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.     Key Experience and Skills:        Audit / Financial Reporting       Compensation & Human Capital  Management      ESG      Financial Services    Government, Public Policy & Regulatory        Risk Management      Strategic Planning / M&A

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Corporate Governance and the Board

 

	J. Michael Hochschwender   Director since: 2016 Age: 60    Committees: Compensation Committee Technology Committee		•   President and Chief Executive Officer 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. 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 more than 20 years of corporate management and consulting experience.  •   Holds a master’s degree from the Wharton School of Business at the University of Pennsylvania and a bachelor’s degree from Tulane University.  •   Served five years in the U.S. Navy SEAL Teams, deploying to Southeast Asia and the Middle East.  •   Active in local health, civic, and educational organizations, currently serving on the boards of Burton D. Morgan Foundation and The University of Akron Foundation. •   Served on the boards of the Akron General Medical Center, the Greater Akron Chamber of Commerce, Ohio Foundation of Independent Colleges, Old Trail School, and The American Council of Independent Laboratories.  •   Brings substantial leadership and executive experience to the board of directors as well as business experience in the northeast Ohio market.     Key Experience and Skills:         Audit / Financial Reporting       Compensation & Human Capital  Management      Strategic Planning / M&A

	John C. (Chris) Inglis   Director since: 2016 Age: 66    Committees: Nominating and Corporate Governance Committee Technology Committee (Chair)   Other Current Public Company Directorships:    FedEx Inc.		•   Currently a Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy.  •   Served for 28 years at the National Security Agency (NSA) as a computer scientist and operational manager, retiring in 2014 as the Agency’s deputy director and senior civilian leader. In this role, he acted as the NSA’s chief operating officer responsible for guiding and directing strategies, operations and policy.  •   Served for 30 years in the U.S. Air Force (9 years active, followed by 21 years in the reserve component), from which he retired as Brigadier General in 2006.  •   His military service included command at the squadron, group, and joint force headquarters and he holds a Command Pilot rating.  •   Currently serving on the U.S. Cyber Solarium Commission, charged by the U.S. Congress with making recommendations for U.S. national cyber strategy.  •   Managing director at Paladin Capital. •   Serves as a director of FedEx Inc. and previously served as a director of KEYW Corp.  •   Served on, or co-chaired, three U.S. Department of Defense Science Board studies on cyber threat and strategy.  •   Holds advanced degrees in engineering and computer science from Columbia University, Johns Hopkins University, and the George Washington University. He is also a graduate of the J.L. Kellogg Graduate School of Management at Northwestern University executive development program, the USAF Air War College, Air Command and Staff College, and Squadron Officers’ School.  •   His leadership and his expertise in cybersecurity strengthen the governance of the board and the Technology Committee.     Key Experience and Skills:         Compensation & Human Capital  Management      Government, Public Policy & Regulatory      Risk Management    Strategic Planning / M&A      Technology, Cybersecurity & Information Security

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Corporate Governance and the Board

 

	Katherine M. A. (Allie) Kline   Director since: 2019 Age: 49    Committees: Nominating and Corporate Governance Committee Technology Committee   Other Current Public Company Directorships: Bill.com Holdings, Inc. Waddell & Reed Financial, Inc.		•   Founding principal of LEO DIX, a boutique services firm that helps CEOs, boards and c-suite executives drive growth during times of disruption, transition, transformation, and turnarounds.  •   Served as 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, and the Yahoo family of brands. She served in this role following Verizon’s acquisition of Yahoo from 2017 to July 2018, where she was responsible for all consumer and B2B marketing, external and internal communications, brand strategy and creative, and corporate citizenship and cause marketing. She also served as CEO of MAKERS, Verizon’s prominent women’s media brand.  •   Held the position of chief marketing and communications officer for AOL from 2013 to 2017 prior to and following 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.  •   She currently serves on the board of directors of Waddell & Reed Financial Inc. where she is a member of the nominating & governance committee, and on the board of directors of Bill.com Holdings, Inc. where she is a member of the audit committee. Served on the board of directors of Pier 1 Imports, Inc. from September 2018 to October 2020 where she was a member of the compensation committee.  •   A board member of the National Forest Foundation, serving on the strategic planning, development and marketing, and grants committee since September 2018. •   Founded and chaired the board of trustees of Verizon Media’s Charitable Foundation, which is focused on improving the lives of women, girls, and underserved youth. Previously chaired the AOL Foundation, was a member of 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 Launch Ideas, Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies), and the Washington Wizards.  •   Holds a bachelor’s degree in corporate communications from Ithaca College.  •   Renowned for her business, marketing, and communications expertise, including crisis readiness and management, she is a valuable member of our board of directors and the Technology Committee.     Key Experience and Skills:       Client / Consumer Marketing, Branding & Communication       Compensation & Human Capital  Management      ESG      Government, Public Policy & Regulatory      Public Company Executive       Strategic Planning / M&A      Technology, Cybersecurity & Information Security

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Corporate Governance and the Board

 

	Richard W. Neu   Director since: 2010 Age: 65    Committees: Audit Committee (Chair) Executive Committee Nominating and Corporate Governance Committee   Other Current Public Company Directorships: Tempur Sealy International, Inc. Oxford Square Capital Corp.		•   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 chief executive officer 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 the valuation and investment committees.  •   Served as executive vice president, chief financial officer, 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 chief financial officer and was elected to the board of directors in 1992.  •   Serves on the board of Tempur Sealy International, Inc. since 2015 and is currently its lead director. He also serves on the Tempur Sealy compensation and audit committees.  •   Serves on the board of Oxford Square Capital Corp. since December 2016 and is currently chair of the Oxford Square Capital audit and nominating and corporate governance committees. He also serves on the Oxford Square Capital valuation and compensation committees.  •   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 chief financial officer of a major regional bank holding company, and 14 years in a variety of public company board roles. •   Holds a bachelor’s degree in business administration from Eastern Michigan University.  •   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 chair of the board’s audit committee.     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

	Kenneth J. Phelan   Director since: 2019 Age: 61    Committees: Compensation Committee Risk Oversight Committee   Other Current Public Company Directorships: Adtalem Global Education Inc.		•   Senior Advisor, Oliver Wyman, Inc., global management consulting firm, since 2019.  •   Served as chief risk officer 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 chief risk officer for RBS Americas from 2011 to 2014.  •   Serves on the board of directors of Adtalem Global Education, Inc. where he is a member of the compensation committee and the external relations committee.  •   Holds a master’s degree in economics from Trinity College in Dublin, Ireland and a Juris Doctor degree from Villanova University.  •   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 board’s risk oversight committee.      Key Experience and Skills:       Financial Services      Government, Public Policy & Regulatory      Legal       Public Company Executive     Risk Management      Strategic Planning / M&A      Technology, Cybersecurity & Information Security

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Corporate Governance and the Board

 

	David L. Porteous   Director since: 2003 Age: 68    Lead Director   Committees: Executive Committee (Chair) Nominating and Corporate Governance Committee (Chair) Risk Oversight Committee		•   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, P.C., 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 directors 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 also chaired the audit committee.  •   A member of the board of trustees of Michigan State University for more than eight years and 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.  •   Holds a bachelor’s degree from Michigan State University and a Juris Doctor degree from Thomas M. Cooley Law School - Western Michigan University.  •   Regularly lectures on corporate governance and was one of three finalists for the New York Stock Exchange 2015 Independent Lead Director of the Year award.  •   Has an extensive legal background and possesses valuable experience in corporate and finance related matters, as well as an extensive knowledge of Huntington’s markets. These attributes make him an effective lead director, member of the Risk Oversight Committee and chair of the Executive Committee and the Nominating and Corporate Governance Committee.     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

	Stephen D. Steinour   Director since: 2009 Age: 62    Committees: Executive Committee   Other Current Public Company Directorships: L Brands, Inc.		•   Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated and The Huntington National Bank since January 2009. 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 chief executive officer in 2007.  •   Serves on the Board of Directors of L Brands, Inc. and served on the Board of Directors of Exelon Corporation until April 2020.  •   A Trustee of The Ohio State University Wexner Medical Center.  •   Member of The Columbus Partnership and serves on its Executive Committee, is vice chair of the Columbus Downtown Development Corporation, and is vice chair of the Ohio Business Roundtable, and member of the Bank Policy Institute.  •   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. •   Holds a bachelor’s degree in economics from Gettysburg College and completed the Stanford University Graduate School of Business Executive Program.  •   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 chief executive officer.     Key Experience and Skills:         Audit / Financial Reporting       Client / Consumer Marketing, Branding & Communication       Compensation & Human Capital  Management      ESG      Financial Services      Government, Public Policy & Regulatory    Payments       Public Company Executive       Risk Management      Strategic Planning / M&A      Technology, Cybersecurity & Information Security

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Corporate Governance and the Board

Board Refreshment/Succession Planning

		Our board of directors is committed to maintaining a well-rounded and effective board aligned with the company’s business strategy.

The board believes that one of its most important responsibilities is identifying, evaluating, and selecting candidates for the board. Board refreshment is viewed as a significant factor in overall board effectiveness and to assure alignment with our long-term strategy. At least annually the Nominating and Corporate Governance Committee assesses the size of the board and reviews the composition of the board to assure that the appropriate knowledge, skills, and experience are represented, in the Committee’s judgment. The board also believes that candid and thorough self-assessment is necessary to ensure that the board and board committees are productively and efficiently fulfilling their duties.

The board of directors is committed to board refreshment. Eight new independent directors have joined our board since our 2016 annual meeting, ensuring fresh perspectives. The board also believes it is critical to maintain a range of board member tenures to ensure sufficient experience for board leadership positions and to ensure continuity and institutional knowledge through economic cycles and business climates. The tenures of our current board members range from one year to 17 years (as of the date of the 2021 annual meeting).

Selection of Director Nominees

The Nominating and Corporate Governance Committee thoroughly reviews the qualifications of potential director candidates and makes recommendations to the full board. Each of the director nominees meets the standards listed below. Diversity is a priority and the board, and the Nominating and Corporate Governance Committee actively seek candidates who possess varied gender, race, ethnicity, age, and experience. The board believes that board membership should reflect the diversity of the markets in which we do business. From time-to-time the Nominating and Corporate Governance Committee will identify additional selection criteria for board membership, taking into consideration the company’s business strategy, the business environment, and current board composition.

	Director Qualifications   Factors considered by the Committee and the board in their review of potential candidates include whether the candidate:   •   has exhibited behavior that indicates he or she is committed to the highest ethical standards; •   has special skills, expertise, and background that would complement the attributes of the existing directors, taking into consideration the diverse businesses, communities, and geographies in which the company operates; •   has achieved prominence in his or her business, governmental, or professional activities, and has built the capacity that demonstrates the ability to make the kind of important and sensitive judgments that the board is called upon to make; •   will challenge management while working constructively as part of a team in an environment of trust; and •   will be able to devote sufficient time and energy to the performance of his or her duties as a director.

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Regular Self-Assessment

 

		Candid and thorough self-assessment is also necessary to ensure that the board and board committees are productively and efficiently fulfilling their duties and to shape the board for Huntington’s continued success.

The Nominating and Corporate Governance Committee oversees a self-assessment process for the board and its committees each year. Regular evaluation is critical to assess strengths and identify areas for improvement. Although the specific method or methods of evaluation may vary, the annual self-assessment process is designed to ensure that board members have the opportunity 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.

In addition to participating in the annual self-assessment process, directors are encouraged to raise any topics related to board performance and effectiveness at any time with the independent lead director, the chair of the Nominating and Corporate Governance Committee, the chair of an applicable committee, the chairman of the board, or the board, as appropriate. The lead independent director makes a point to engage one-on-one with each board member throughout the year.

The 2020 evaluation included consideration of how well the board handled, and was equipped to handle, the challenges resulting from the COVID-19 pandemic.

The following sets forth the process for the board’s 2020 self-assessment:

	Prior to the board’s and committees’ full evaluation, the lead director, who also serves as the chair of the Nominating and Corporate Governance Committee, held individual discussions with each director to obtain their candid feedback on board operations, functioning, and performance, among other topics.
	Each committee conducted a self-assessment of its own operations and performance and on topics applicable to the committee. Committee self-assessments were facilitated by each committee’s chair.
	Following the one-on-one discussions, the independent lead director provided a summary of those discussions to the independent directors during an executive session of the board.
	The self-assessment process solicited the board’s and committees’ feedback in areas such as:

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	The board continued to place additional emphasis on outcomes. Following the completion of the self-assessment process, the board determined follow-up actions.
	Any follow-up action items were implemented into action plans. As a direct result of the 2020 self-assessment process the board:

Shareholder Nominations

Shareholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by sending a written notice to the Corporate Secretary at Huntington Bancshares Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287. The notice should indicate the name, age, and address of the person recommended, the person’s principal occupation or employment for the last five years, other public company boards on which the person serves, whether the person would qualify as independent as the term is defined under the Marketplace Rules of the Nasdaq Stock Market, and the class and number of shares of Huntington securities owned by the person. The Nominating and Corporate Governance Committee may require additional information to determine the qualifications of the person recommended. The notice should also state the name and address of, and the class and number of shares of our securities owned by, the person or persons making the recommendation. There have been no material changes to the shareholder recommendation process since we last disclosed this item.

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 of directors, or the Nominating and Corporate Governance 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 of directors 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 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 of directors or the Nominating and Corporate Governance Committee. Any determination that the age restriction shall not apply shall be made not more than three times with respect to any one person.

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Board Role and Responsibilities

The Board’s Role in Risk Oversight

		We have a deeply engrained risk management culture, including our board-defined through-the-cycle aggregate moderate-to-low 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 establish a mutual understanding with management of the effectiveness of the company’s risk management practices and capabilities, to review the company’s risk exposure, and to elevate certain key risks for discussion at the board level.

Our Risk Governance and Risk Appetite Framework (the Framework) serves as the foundation for consistent and effective risk management. It outlines the seven types of risk that the company faces: compliance risk; credit risk; operational risk; liquidity risk; market risk; reputation risk; and strategic risk. It 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. The Framework also defines the aggregate risk levels and types of risk our board and management believe appropriate to achieve the company’s strategic objectives and business plans.

While the board has three board 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 all risks. All standing board committees report their deliberations and actions at each full board meeting. Noteworthy issues from each committee agenda are called to the attention of the full board in advance. In addition, all directors have access to information provided to each committee, and 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.

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The role of each of the board committees is further described under “Board Structure and Responsibilities.”

	Board of Directors •   Direct oversight on risks related to company strategy and leadership. Our through-the-cycle aggregate moderate-to-low risk appetite is an integral part of our strategy and strategic planning process.
	•   Meets frequently with senior management and is devoted to review of strategic priorities. •   The CEO reserves time at the beginning of every board meeting to discuss priorities and initiatives. •   Periodically, special board sessions are 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.

Board Committees

 

	Risk Oversight Committee				Audit Committee
	•   Assists the board of directors in overseeing the company’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, operational risk, liquidity risk, market risk, reputation risk, and strategic risk; •   management’s establishment and operation of the Framework, including review and approval of the Framework and of the company’s risk appetite metrics; •   the risk management organization including the chief risk officer and risk management budget; •   approval and monitoring of the company’s capital position and plan supporting our overall through-the-cycle aggregate moderate-to-low risk profile; •   the risk governance structure; •   compliance with applicable laws and regulations; and •   determining adherence to the board’s stated risk appetite. •   Oversees our capital management and planning process, and ensures that the amount and quality of capital are adequate in relation to expected and unexpected risks and that our capital levels exceed “well-capitalized” requirements. •   At minimum quarterly, receives reports directly from the chief risk officer.				•   Assists the board in overseeing the integrity of the consolidated financial statements, including: •   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 the chief executive officer 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. •   The chief internal auditor reports directly to the Audit Committee.

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	Compensation Committee
	•   Through the Compensation Committee, the board of directors seeks to ensure 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 material 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, the incentive programs are compatible with effective controls and risk management, incentive programs are supported by strong corporate governance, and the compensation policies are not likely to have a material adverse effect on the company. See “Risk Assessment of Incentive Compensation” below for additional information. •   Meets regularly with members of senior management, including the chief financial officer.   •   Supports the board of directors with succession planning for key management positions.

	Technology Committee •   Assists the board of directors in fulfilling its oversight responsibilities with respect to all technology and innovation strategies and plans developed by management, information and cyber security risk management program, and the third-party risk management program.				Community Development Committee •   Promotes the company’s mission of local involvement and leadership in the communities where the company is located and where its colleagues work. •   Considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending, and inclusion.				Nominating and Corporate Governance Committee •   Oversees the company’s commitment to ESG issues and the company’s ESG practices and activities strategy. •   Receives periodic updates from management with respect to ESG issues, risks and reporting, including with respect to energy conservation and environmental sustainability.

A number of overlapping topics are overseen by more than one committee. On a regular basis, the Risk Oversight and Audit Committees meet in joint session to cover matters relevant to both. Matters overseen by both committees include reviews of annual and quarterly reports, methodology and level of the allowance for credit losses, and conduct risk. The Risk Oversight Committee and the Audit Committee 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 cyber risk, this topic is also discussed periodically in joint session with the Risk Oversight Committee.

All board committee meeting agendas are reviewed for ESG-related topics and flagged for both awareness and discussion among the broader board.

	Oversight of Cybersecurity   Huntington’s board has had 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. The Technology Committee is currently chaired by John C. (Chris) Inglis, Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy. Mr. Inglis is a renowned expert and a frequent speaker on cyberspace and cybersecurity issues.   In addition to tech innovation and strategy, while the Technology Committee has primary oversight over cyber risk, this topic is also discussed periodically in joint session with the Risk Oversight Committee which has primary oversight of information security.

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Oversight of ESG

		Our Board is engaged and invested in the long-term sustainability of our business and aligned with shareholder interests.

We approach environmental, social, and governance (“ESG”) issues with a purpose-focused strategy that leverages our economic impact.

As a public company, our economic impact begins with our commitment to delivering sustainable, long-term shareholder value through top-tier performance, while maintaining a through-the-cycle aggregate moderate-to-low 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 under-banked; and working in partnership to create prosperous and resilient communities.

At Huntington, we focus on the ESG issues that are most important to our business and 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, business strategy, and business platforms.

ESG Program Objectives

To ensure that we focus our ESG strategic commitment on opportunities that are most important to our key stakeholders, Huntington completed an ESG materiality assessment during 2017. Working with a third-party consultant, we started our process by considering key sustainability / ESG reporting frameworks, ratings, and rankings (including the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB)), and developed a broad list of topics. We then narrowed our focus to issues that are most relevant in the regional banking sector and to Huntington. 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.

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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. We recognize that each issue in our assessment is important, but the final results focus us on a relative prioritization of the most important issues. The assessment clearly defines Huntington’s most important stakeholder and business priorities*:

	Most important to stakeholders and business priorities:
	•   Financial performance •   Corporate governance and transparency •   Enterprise risk management •   Customer service, satisfaction, and advocacy •   Diversity, equity, and inclusion •   Ethical practices and purpose-driven culture •   Data security and customer privacy •   Fair and responsible banking

ESG Performance Management Framework

Our ESG Program recognizes that sustainable business practices are crucial to our long-term success and shareholder value creation.

	Long-Term Value Creation   To drive sustained shareholder value through economic cycles, we continue to build on several key advantages that differentiate us in our markets: •   Our talented, diverse colleague base that embodies our purpose and values; •   Our purpose-driven culture that looks out for people; •   Our “Welcome” brand promise that promotes inclusiveness in all that we do; •   Strong relationships with our customers and our ability to provide them with exceptional experiences; •   Our distinguished products and services driven by our innovative mindset; •   Our commitment to community involvement and leadership; and •   Our strong financial position, which allows us to continue to invest in our future.

Our ESG foundation and commitments are thoroughly integrated into our performance objectives and core business strategies. By facilitating sustainable, long-term value creation, we are looking out for our shareholders, colleagues, customers, and communities.

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

Economic. We approach ESG with a purpose-focused strategy that leverages our economic impact. The concept of shared value extends to driving economically inclusive communities with products, services, and investments that meet local needs.

Governance. Strong corporate governance is essential to the long-term success of the company. Effective risk management is critical to profitability, stability, and long-term growth. The concept of “everyone owns risk” is deeply embedded in our culture.

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Social. Our social responsibility starts with our colleagues. Our colleagues are our most important asset and the key to fulfilling our mission to make people’s lives better, help businesses thrive, and strengthen the communities we serve.

Environment. Climate change is a serious issue that deserves a proactive response. We embrace responsible practices for energy conservation and environmental sustainability.

Economic Highlights - Commitment to Our Community

Huntington supports the creation of thriving, economically inclusive communities.

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Governance Highlights

Our board of directors has established strong governance to enhance its effectiveness.

Social Highlights – Commitment to Our Colleagues

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.

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Our Response to COVID-19

The impact of COVID-19 is felt by our colleagues, our customers, and our communities. In response to COVID-19, we:

Environmental Highlights - Our 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 the Carbon Disclosure Project (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. Our CDP score was a “B” in 2020.

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Human Capital Management and Talent Development and Diversity & Inclusion Initiatives

We are committed to creating an inclusive, diverse environment by embracing different skills, backgrounds, and perspective, both in our communities and at work. Huntington had 15,578 average full-time equivalent colleagues during 2020, all of whom are encouraged to live out a shared Purpose – To focus on making peoples’ lives better, helping businesses thrive, and strengthening the communities we serve. We believe purpose driven leadership facilitates progress in achieving a diverse and inclusive workforce. Our diverse and inclusive leadership structure is designed to ensure the alignment of diversity and inclusion initiatives with our business goals, our corporate values and the future of Huntington.

To position colleagues to deliver on our Purpose, Huntington engages with our colleagues to gain valuable feedback on a wide range of subjects related to the experience of working at Huntington, with a strategic focus on culture, engagement and trust. We value the feedback colleagues choose to share and use the information to drive our talent management strategy, which focuses on four key areas:

Engagement. At Huntington, we believe that we have highly engaged colleagues committed to looking out for each other and our customers with a balanced focus on “what we do” and “how we do it.”

Development. We have created specialized learning and development programs to help our colleagues grow and develop. These development programs include an online library which allows colleagues to take ownership of their development via direct access to role-based content which can be self-initiated.

Retention. Our compensation structure includes benefit plans and programs focused on multiple facets of well-being, including physical, mental, and financial wellness. Huntington’s benefit plans and programs include incentive opportunities such as preventive screenings, family time off, caregiver leave, a scholarship program, 401(k) match, a minimum pay rate and multiple tiers within our medical plan to scale colleague premiums based on level of pay.

Attraction. We are dedicated to attracting the right talent with an emphasis on experience and behaviors that align with our Purpose and our core values of ‘Can Do, Forward Thinking, and Service Heart’. The diversity of our colleagues is a key component of our success as an organization as it allows us to have a workforce that is representative of the communities we serve. We understand that to support our diverse culture, we must also have inclusion, which remains a corporate strategic objective for Huntington. We proactively seek out a diverse candidate pool during the recruitment process across all levels.

In response to the COVID-19 pandemic, we implemented significant changes to support the interests and needs of our colleagues, as well as the communities in which we operate. These changes include mobilizing work access for roles that can be performed remotely, and implementing additional safety measures for colleagues while continuing critical on-site duties. Further, we implemented colleague relief benefits, such as paid emergency leave and emergency childcare time off so that our colleagues can have peace of mind concerning events that may require time away from work.

We believe that building connections between our colleagues, their families and our communities creates a meaningful, fulfilling and enjoyable workplace. During 2020, Huntington colleagues participated in a variety of volunteer opportunities, dedicating over 15,000 hours across many organizations despite measures to reduce in person volunteer activities given the on-going health pandemic. From serving on boards to providing tax preparation assistance, our colleagues served our communities in meaningful ways.

ESG Reporting

We expect that our 2020 ESG Report will be issued in the second quarter of 2021. Our 2019 ESG Report as well as our TCFD supplement and prior year reports are, and the 2020 ESG Report will be, available to view or download at the Investor Relations pages of Huntington’s website at www.huntington.com. None of these reports are a part of, or incorporated by reference into, this proxy statement.

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Management Succession Planning

The board of directors oversees succession planning for the positions of the CEO and other members of the executive leadership team. As selecting and appointing qualified executive leadership for the company is a priority for the board of directors, succession planning is discussed frequently. The CEO and the chief human resources officer review with the board the succession plans in place for executive leadership at least once each year. In addition, the Compensation Committee and the board of directors annually review and approve a talent management framework with regard to executive leaders who are responsible for or influence material risk decisions, given their knowledge, skill, or ability to effectively identify, measure, monitor, and control relevant risks.

Shareholder Outreach and Engagement

We value the views of our investors and welcome feedback from them. The Nominating and Corporate Governance Committee, on behalf of our board, oversees our outreach and engagement practice. Members of management, and on occasion the independent lead director, hold conversations about corporate governance and executive compensation matters with our largest investors biannually. During 2020, discussions were held with investors collectively holding greater than 21% of our outstanding common stock. The board and management have gained valuable insight from these interactions and will continue to seek shareholder input.

In 2020 invitations were sent to investors collectively holding .......................	.........	We reach out to our investors twice each year
Greater than 50% of outstanding common stock   …and calls have been held with investors holding Aggregate >21% of outstanding common stock			Seeking perspectives on governance topics such as •  board diversity and refreshment •  ESG disclosures •  any anticipated changes in voting guidelines •  executive compensation •  any other governance issues of interest to the investor

Board Structure and Responsibilities

The Board’s Leadership Structure

Our chief executive officer, Stephen D. Steinour, serves as chairman of the board. Director David L. Porteous has served as independent lead director since the board established the role in 2007. To ensure independent leadership, the board has determined that there will be a lead director appointed whenever the positions of chairman and chief executive officer are combined. Each year the board evaluates its leadership and its leadership structure in light of current and anticipated future circumstances and believes that having a combined chief executive officer and chairman along with a strong independent lead director provides an efficient and effective arrangement for Huntington. The board has also considered our leadership structure in light of the company’s size, the nature of its business, the regulatory framework in which it operates, and its peers and determined that the board’s leadership structure is appropriate for our company at this time.

The specific responsibilities of the lead director are clearly defined in our Corporate Governance Guidelines, and include:

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Mr. Porteous performs these duties and provides leadership in numerous additional ways. He is available to the chief executive officer and frequently acts as a sounding board for a variety of matters. He meets regularly with Huntington’s regulators. Mr. Porteous promotes good governance and is a frequent speaker on governance matters with director forums, proxy advisory firms, and investors. He communicates regularly with each board member and engages each director in candid one-on-one discussion throughout the year and during the annual self-assessment process. He also fosters dialogue among the directors and between the board and management. Mr. Porteous takes an active role in outreach efforts with various constituents, including investors. He regularly engages with Huntington employees and acts as a liaison between employees 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 / chief executive officer.

	Why Our Leadership Structure Works   The board of directors has determined that the current leadership structure of a combined Chair / CEO and an independent lead director is in the best interest of the company and its shareholders.   •  The CEO reports to Huntington’s full board of directors, which is independent and engaged, and holds regular executive sessions excluding the CEO. •  The strong lead director role established by the board in 2007 provides independent leadership that counterbalances the combined Chair / CEO role. The board has established well-developed authority and duties for the lead director position at Huntington which both offset and harmonize with those of the Chair / 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 Chair 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. •  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 Chair / CEO including our strong corporate governance practices, our board’s independence, the accountability of the CEO to the board, regular executive sessions excluding the Chair / CEO, and regular reporting by senior management to the board of directors as further described under “The Board’s Role in Risk Oversight” above.

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The interaction of the roles of our Chair / CEO and our independent lead director is reflected in the table below.

 

Duties and Responsibilities

Chair/ CEO	Lead Independent Director
Full Board Meetings
•  Has the authority to call meetings of the board of directors •  Chairs meetings of the board of directors and the annual meeting of shareholders	•  Actively participates in board meetings •  Acts as intermediary — at times, the Chair may refer to the independent lead director for guidance or to have an issue or matter taken up in executive session •  Provides leadership to the board of directors if circumstances arise in which the role of the Chair may be, or may be perceived to be, in conflict with the board of directors •  Suggests calling full board meetings to the Chair 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 Chair on issues arising out of the executive sessions
Board Agendas and Information
•  Takes primary responsibility for shaping board agendas, consulting with the independent lead director to ensure that board agendas and information provide the board with what is needed to fulfill its primary responsibilities	•  Collaborates with the Chair to shape the board agenda and board information so that adequate time is provided for discussion of issues and so that appropriate information is made available to directors •  Solicits agenda items from members of the board
Board Communications
•  Communicates with the directors on key issues and concerns outside of board meetings •  Takes responsibility for new director orientation and continuing education for the board of directors	•  Facilitates discussion among the outside directors on issues and concerns outside of board meetings •  Serves as a non-exclusive conduit for the views, concerns, and issues of the outside directors to the chair •  Coordinates with the chair on director orientation and continuing education
Committee Meetings
•  Member of the Executive Committee and attends such other committee meetings (excluding executive sessions) as the chair shall so choose	•  Participates on such committees (including executive sessions) to which he or she is elected •  Chairs the Nominating and Corporate Governance Committee which recommends the membership of various board committees as well as selection of committee chairs, focusing on board refreshment and committee chair successors •  Chairs the Executive Committee

 

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Duties and Responsibilities

Chair/ CEO	Lead Independent Director
External and Other Stakeholders
•  Represents the organization to, and interacts with, external stakeholders, including investors, customers, employees, and others	•  Available to participate in meetings with key institutional investors as appropriate •  Makes periodic independent visits to business regions, meeting with employees and customers •  Regularly meets independently with regulators •  Has authority to engage advisors and consultants who report directly to the board of directors on board issues

 

Independence of Directors

 

Our board of directors and the Nominating and Corporate Governance Committee have reviewed and evaluated transactions and relationships with board members to determine the independence of each. The board of directors does not believe that any of its non-employee members has relationships with us that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as director. Further, the board and the Nominating and Corporate Governance Committee have determined that all of the board’s members and nominees, with the exclusion of the CEO, are “independent directors” as the term is defined in the Nasdaq Stock Market Marketplace Rules. The directors determined to be independent under this definition are: Lizabeth Ardisana, Alanna Y. Cotton, Ann B. (Tanny) Crane, Robert S. Cubbin, Steven G. Elliott, Gina D. France, J. Michael Hochschwender, John C. (Chris) Inglis, Katherine M. A. (Allie) Kline, Richard W. Neu, Kenneth J. Phelan, and David L. Porteous. Each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent under such definition and the members of the Audit Committee are independent under the additional, more stringent requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, applicable to audit committee members.

 

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” below. In addition, the board of directors 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, or trustee, or provide similar services. Directors may also be affiliated with entities which are customers of our affiliated financial and lending institutions and which enter into transactions with such 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.

 

The independent directors regularly meet in executive session in conjunction with each standing meeting of the board and are able to on other occasions throughout the year.

 

Board Committee Information

 

Our board currently has seven standing committees: Audit, Community Development, Compensation, Executive, Nominating and Corporate Governance, Risk Oversight, and Technology. As needed or determined appropriate, the board of directors may establish an ad hoc committee.

 

As further discussed under “Independence of Directors” above, the board of directors has determined that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees, as well as the Community Development, Risk Oversight and Technology Committees, is independent as the term is defined in the Nasdaq Stock Market Marketplace Rules.

 

2021 Proxy Statement

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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. Current copies of the committee charters are posted on the Investor Relations pages of our website at www.huntington.com. Information about the board’s standing committees, including the committee members and a brief review of each committee’s responsibilities, is set forth below.

 

2020 Committee Assignments

 

Committee Members	Audit Committee	Community Development Committee	Compensation Committee	Executive Committee	Nominating & Corporate Governance Committee	Risk Oversight Committee	Technology Committee
Lizabeth Ardisana
Alanna Y. Cotton
Ann B. (Tanny) Crane
Robert S. Cubbin
Steven G. Elliott
Gina D. France
J. Michael Hochschwender
John C. (Chris) Inglis
Katherine M.A. (Allie) Kline
Richard W. Neu
Kenneth J. Phelan
David L. Porteous
Stephen D. Steinour
Number of Meetings Held During 2020	15	4	4	3	5	17	4

 

   Member       Chair

 

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	Audit Committee   Members: Richard W. Neu (Chair) Ann B. (Tanny) Crane Robert S. Cubbin Gina D. France   Meetings Held in 2020: 15 (includes 6 held jointly with the Risk Oversight Committee)	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 of financial statements, the financial reporting process, disclosures, and internal control over financial reporting;   •   oversee the internal audit division and the independent registered public accounting firm’s qualifications, performance, and independence; and   •   oversee compliance with our Financial Code of Ethics for the chief executive officer 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 of the committee members are financially literate, and the board of directors has determined that each of Richard W. Neu, chair of the Audit Committee, and Gina D. France qualifies as an “audit committee financial expert” as the term is defined in the rules of the Securities and Exchange Commission (SEC). This designation does not impose any duties, obligations, or liabilities on them that are greater than the duties, obligations and liabilities imposed on the other members of the Audit Committee. Each member of the Audit Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

 

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	Community Development Committee   Members: Ann B. (Tanny) Crane (Chair) Lizabeth Ardisana Alanna Y. Cotton   Meetings Held in 2020: 4	The purpose of the Community Development Committee is to promote Huntington’s mission of local involvement and leadership in the communities where Huntington is located and where its employees work. The Committee considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending, and inclusion.   The Committee’s duties and responsibilities are to:   •   provide primary oversight of the company’s commitments to the Community Reinvestment Act (CRA), including review of the CRA program, internal and external examination reports, and related internal reports provided by management;   •   provide primary oversight of the company’s performance against the Community Plan, provide board member representation on the National Community Advisory Council, and review of other relationships with external constituencies concerning community activities, including investors, regulators, elected officials, non-profits, and community leaders;   •   provide primary oversight of the company’s commitment to diversity and inclusion, including review of the company’s employee-related programs such as the affinity networks and other broad-based employee development programs that may impact the company’s reputation for social responsibility, as well as review of programs to drive economic inclusion in our supply chains; and   •   review the company’s compliance with fair lending and Unfair, Deceptive, or Abusive Acts and Practices (UDAAP) standards, including monitoring procedures and programs.

 

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	Compensation Committee   Members: Robert S. Cubbin (Chair) Steven G. Elliott Gina D. France J. Michael Hochschwender Kenneth J. Phelan   Meetings Held in 2020: 4	The Compensation Committee fulfills the duties and responsibilities of the board as it relates to executive and director compensation matters.   The Committee’s duties and responsibilities are to:   •   oversee the compensation of executive officers and directors;   •   review and approve the company’s executive compensation philosophy to “Pay for Performance” that creates long-term shareholder value and compensation plans and programs in light of the company’s strategic goals and objectives, competitive practices, and best practices;   •   review and evaluate the company’s compensation policies and practices and the relationship among risk, risk management, and compensation; and   •   assist the board in overseeing the development, implementation, and effectiveness of the company’s strategies and policies regarding its human capital management function, including management succession and talent management.   The Compensation Committee has the resources and authority appropriate to discharge its duties and responsibilities. This includes authority to select, retain, oversee, terminate, and approve fees and other retention terms of advisors, including legal counsel and other advisors. The Compensation Committee also works with other board committees and with senior management in fulfilling its responsibilities.

 

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	Executive Committee   Members: David L. Porteous (Chair) Ann B. (Tanny) Crane Steven G. Elliott Richard W. Neu Stephen D. Steinour   Meetings Held in 2020: 3	The Executive Committee’s purpose is to provide an efficient means of considering matters that arise between regularly scheduled meetings of the full board of directors. 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 of directors. Meetings of this Committee may be called by the chief executive officer (who is a member of the Committee) or the Committee chairperson. The Executive Committee shall have and may exercise all of the powers and authority of the board of directors as may be permitted by law 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 of directors.

 

	Nominating and Corporate Governance Committee   Members: David L. Porteous (Chair) John C. (Chris) Inglis Katherine M. A. (Allie) Kline Richard W. Neu   Meetings Held in 2020: 5	The Nominating and Corporate Governance Committee’s primary responsibilities are to:   •   oversee the composition of the board of directors 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 oversee the company’s ESG practices and activities;   •   discuss with the board of directors standards to be applied in making determinations as to the independence of directors;   •   review the effectiveness of the board of directors, including but not limited to, considering the size and desired skills of the board of directors and the performance of individual directors as well as the collective performance of the board of directors;   •   review and approve related party transactions; 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.

 

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	Risk Oversight Committee   Members: Steven G. Elliott (Chair) Lizabeth Ardisana Kenneth J. Phelan David L. Porteous   Meetings Held in 2020: 17 (includes 6 held jointly with the Audit Committee)	The Risk Oversight Committee’s duties and responsibilities are to:   •   assist the board of directors 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, operational risk, liquidity risk, market risk, reputation risk, and strategic risk;   •   oversee our capital management and planning process; and   •   ensure that the amount and quality of capital are adequate in relation to expected and unexpected risks and that our capital levels exceed “well-capitalized” requirements.   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.   Additional detail about the role and responsibilities of this Committee is set forth under “The Board’s Role in Risk Oversight” above.

 

	Technology Committee   Members: John C. (Chris) Inglis (Chair) Alanna Y. Cotton J. Michael Hochschwender Katherine M. A. (Allie) Kline   Meetings Held in 2020: 4	The purpose of the Technology Committee is to assist the board of directors in fulfilling its oversight responsibilities with respect to all technology, information and cyber security, 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 and cyber security 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.

 

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Board Practices, Policies, and Processes

 

History of Commitment to Good Governance Practices

 

Governance Practice

 

Board of Directors

 

•	Independent directors are an overwhelming and substantial majority
•	Independent lead director with clearly defined authority and duties - active and engaged
•	Independent directors comprise key committees – Audit, Compensation, Nominating and Corporate Governance, and Risk Oversight
•	Robust stock ownership guidelines – directors and executives
•	No material related party transactions with directors
•	High level of engagement – average meeting attendance greater than 99% in 2020.
•	Rigorous board self-assessment process, including one-on-one discussions between the independent lead director and each director; periodic third-party engagement
•	Gender and ethnic diversity – 38% of 2021 nominees are female or ethnically diverse
•	Mix of skills, knowledge, experience, and perspectives
•	Nominating & Corporate Governance Committee reviews the composition of the board at least annually to assure that the appropriate knowledge, skills, and experience are represented
•	Nominating & Corporate Governance Committee actively seeks candidates who possess varied gender, race, ethnicity, age, backgrounds, and other attributes
•	Mix and range of ages and tenures
•	Demonstrated commitment to board refreshment aligned with strategy and risks

•	Key risks are overseen by board committees – enterprise-wide risk management and technology, including cybersecurity and data security
•	Board oversight of ESG approach that prioritizes considerations and risks most material to our stakeholders – shareholders, customers, colleagues, and communities
•	Well-defined business strategy that builds upon our sustainable, competitive advantages
•	Established a through-the-cycle aggregate moderate-to-low risk appetite for the enterprise
•	Annual or more frequent review of succession plans for CEO and other members of executive leadership
•	Onboarding and ongoing education and training for directors
•	Direct access to management
•	Regular executive sessions
•	Retirement age of 72 - subject to waiver in special circumstances
•	Board members are required to advise the Board in advance of accepting an invitation to serve on another public company board. The Nominating & Corporate Governance Committee reviews a board member’s availability to fulfill his or her responsibilities as a director if he or she serves on more than three other public company boards.
•	Two financial experts serving on the Audit Committee
•	No nominees for director serve on more than two other public company boards

 

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Executive Compensation

 

•	Significant stock ownership and hold until retirement policies, which are applicable to executive officers and colleagues receiving equity awards several reporting levels below, reinforce alignment between shareholders and senior management (10X salary for CEO)
•	Significant emphasis on performance-based compensation, with majority of compensation dependent upon long-term performance
•	Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner, including both relative and absolute metrics
•	All incentive compensation subject to Recoupment and Clawback Policy
•	Performance Share Units comprise 55% of total annual LTI grant value for CEO and 50% for other NEOs
•	Independent compensation consultant provides expert guidance and support to the Compensation Committee

•	Annual assessment of compensation programs against peers and best practices
•	Commitment to culture - performance reviews are based 50% on what and 50% on how executives deliver
•	Change-in-control provisions are double-trigger
•	No repricing of stock options without shareholder approval
•	No excise tax gross-ups upon change in control
•	No single-trigger vesting of equity awards upon change in control
•	No hedging or pledging of company securities by executives or directors
•	No dividend or dividend equivalents paid on equity grants prior to vesting
•	No incentive plans encourage excessive risk

 

Shareowner Matters

 

•	Directors are elected annually with a majority vote standard (plurality carve out for contested elections)
•	Biannual shareholder engagement to exchange viewpoints with our investors
•	Shareholders may submit nominations for directors and proposals for business to be considered at annual meetings
•	No classes of common stock with unequal voting rights

•	No poison pill
•	There are no material restrictions on shareholders’ right to call a special meeting (50.01%)
•	No fee shifting bylaw provision
•	One share, one vote policy
•	No cumulative voting
•	No exclusive forum bylaw provision

 

Board Meetings

 

We believe regular attendance at meetings and active and engaged participation is of utmost importance, and we expect our directors to attend the annual shareholders’ meetings and all regularly scheduled board and committee meetings. The board of directors held a total of 25 meetings, regular and special, in 2020.

 

Following the declaration of the global pandemic, the board commenced additional meetings, for which attendance was optional, to proactively communicate with the directors concerning Huntington’s evolving response to the COVID-19 pandemic. Impacts to colleagues, customers, and community were regular topics of focus, among others. Nine of these meetings were held in 2020 between March and the end of 2020. No formal actions were taken at these informal meetings, which were informational only.

 

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During 2020 each director attended at least 97% of the meetings of the full board of directors and the committees on which he or she served. All directors then serving attended the 2020 annual meeting of shareholders which was virtual.

 

During 2020 each director attended at least 97% of the formal meetings of the board and the committees on which he or she served.

All directors attended the 2020 annual meeting of shareholders.

 

Continuing Director Education

 

Huntington provides robust onboarding for new directors and ongoing comprehensive 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 fostering an atmosphere of continuous enhancement, 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, oral presentations, and meetings with members of the board and management. Among the topics covered during onboarding are company history, strategy, revenue streams, risks, safety and soundness, and corporate governance. In order to assist new directors in learning more about Huntington’s business, the onboarding process includes meetings with business segments, control, and support groups. This allows directors to better step into their oversight roles and begin making meaningful contributions to the board more quickly.

 

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 before, during, or after board and committee meetings, and as standalone information sessions outside of meetings. Subjects covered include, among others:

 

•	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.

 

Additional topics may be included as appropriate, 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 of directors or executive management from time-to-time. External experts and facilitators are also invited to attend board or committee 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. The outside experts may also be invited to attend a board dinner the evening before the board meeting where they may engage informally with the directors.

 

Huntington periodically provides board members with external director education opportunities covering a range of issues facing the board to assist directors in staying abreast of the latest developments. 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 public companies. Insights gained from external continuing education programs are shared with the full board of directors.

 

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Corporate Governance Guidelines, Policies, and Procedures

 

Our board of directors believes that strong corporate governance is critical to Huntington’s long-term success. The board has adopted Corporate Governance Guidelines that detail board responsibilities, director qualifications, structures, and practices intended to enhance the board’s effectiveness. Huntington’s Code of Business Conduct and Ethics applies to all of our employees and, where applicable, to our directors and to employees and directors of our affiliates. Our employees serving as chief executive officer, chief financial officer, corporate controller, and principal accounting officer are also bound by a Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers. The Corporate Governance Guidelines, the Code of Business Conduct and Ethics, and the Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on the Investor Relations pages of Huntington’s website at www.huntington.com.

 

Review, Approval, or Ratification of Transactions with Related Persons

 

The Nominating and Corporate Governance Committee of the board of directors oversees our Related Party Transactions Review Policy, referred to 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 Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee determines whether or not “related party transactions” are fair and reasonable for us. The Nominating and Corporate Governance Committee also determines whether any “related party transaction” in which a director has an interest impairs the director’s independence. Approved “related party transactions” are subject to on-going review by our management 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 Board 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 Nominating and Corporate Governance Committee at that time. The Nominating and Corporate Governance 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 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 which 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 Other Transactions. Paul McMahon, who is the son-in-law of director David L. Porteous, has been employed by The Huntington National Bank since 2006 and currently serves as a Commercial Portfolio Manager - Team Leader in the Commercial Banking Department. Mr. McMahon serves in a non-executive capacity four reporting levels below the Commercial Banking Director. He is one of more than 15,000 employees and is compensated in accordance with the employment compensation practices and policies applicable to all employees with equivalent qualifications and responsibilities in similar positions. For 2020, Mr. McMahon received base salary and incentive compensation totaling $191,400, as well as benefits generally available to all employees.

 

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Communication with the Board of Directors

 

Shareholders who wish to send communications to the board of directors may find information on the Board of Directors page in the About Us section of Huntington’s website at www.huntington.com.