DEF 14A of Huntington Bancshares Inc /MD/, Mar 7, 2024

DEF 14A of Huntington Bancshares Inc /MD/

Filed Mar 7, 2024 · FY20230001308179-24-000070

Open on EDGAR

  1. Information Highlights

    Information Highlights The following chart provides highlights of many of Huntington’s ESG and compensation practices. Shareholders should note, however, that this chart does not contain all the information provided elsewhere in this Proxy Statement; therefore, you should carefully read the entire Proxy Statement before casting your vote.

  2. Information Highlights

    | ESG or Compensation Topic | Huntington’s Practice |

  3. Information Highlights

    | | Board Composition, Leadership, and Operations |

  4. Information Highlights

    | Number of Director nominees | 16 | | Substantially independent Board | Yes, 87.5% of nominees are independent | | Independence of Audit Committee, HRCC, NESG Committee, and Risk Oversight Committee members | 100% | | Combined Chairman/CEO | Yes | | Independent Lead Director with clearly defined authority and duties | Yes | | Average Director nominee age | 63 years | | Mandatory retirement age | 72 unless an exception is made | | Average Director nominee tenure | 7 years | | Term limit | None | | Gender diversity on the Board | 5 nominees (31%) | | Racial/ethnic diversity on the Board | 4 nominees (25%) | | Implemented a version of the Rooney Rule for Director candidate searches | Yes | | Overboarded Directors | No nominee serves on more than two other public company boards | | Board evaluations | Annual rigorous process, including a Board-level evaluation, committee-level evaluations, and one-on-one discussions between the independent Lead Director and each other Director; periodic use of a third party | | Director onboarding and ongoing education | Yes | | Director election voting standard | Majority of the votes cast for and against each nominee, with plurality carveout for contested elections | | Director election frequency | Annual | | Blank check preferred | Yes, but Huntington’s capital plan is submitted to the Federal Reserve | | Number of Board meetings held in 2023 | 14 | | Number of Board and committee meetings held in 2023 | 67 | | Average Board and committee meeting attendance in 2023 | 95.9% | | Executive sessions with only independent Directors | Yes, scheduled for all regular quarterly Board meetings | | Direct access to management and other colleagues | Yes, the Board has direct access | | Risk mitigation practices | Established an aggregate moderate-to-low, through-the-cycle risk appetite for the enterprise with key risks overseen by Board committees |

  5. Information Highlights

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 5 |

  6. Information Highlights

    | ESG or Compensation Topic | Huntington’s Practice |

  7. Information Highlights

    | | Shareholder Rights |

  8. Information Highlights

    | Right to call special meetings | Yes, by a majority of outstanding shares | | Right to act by written consent | Must be unanimous | | One share, one vote policy | Yes | | Dual-class common stock | None | | Cumulative voting permitted | No | | Supermajority voting requirements | 66.67% for charter or bylaw amendments | | Poison pill | No | | Proxy access bylaw | No | | Exclusive forum bylaw | No | | Fee shifting bylaw | No (prohibited by state law) |

  9. Information Highlights

    | | Other Governance Highlights |

  10. Information Highlights

    | Overall diversity among the executive officers | 7 individuals (54%) as of March 7, 2024 | | Shareholder engagement | Ongoing throughout the year | | Council of Institutional Investors member | Yes | | Independent auditor | PwC (since 2015) |

  11. Information Highlights

    | | ESG Practices and Disclosures |

  12. Information Highlights

    | Board oversight of ESG | Yes | | ESG stakeholder assessment conducted | Yes, most recently completed in 2023 | | Annual ESG Report | Yes, began publishing for 2016 | | Annual TCFD Report | Yes, our 2019 and 2022 TCFD Reports | | Human Rights Statement | Yes | | Service Provider Code of Conduct | Yes | | SASB Index disclosed | Yes, included within our ESG Report | | CDP Climate Change Questionnaire score | B | | PCAF member | Yes | | Established GHG and other climate-related goals | Yes | | Environmental Policy Statement | Yes | | Climate Risk Statement | Yes |

  13. Information Highlights

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 6 |

  14. Information Highlights

    | ESG or Compensation Topic | Huntington’s Practice | | Political contributions disclosure | Yes | | Individual Director-by-Director skills and diversity matrix | Yes | | DEI Corporate Policy Statement | Yes | | EEO-1 data disclosure | Yes, available on our website | | Pay Equity Comparison | Yes, included within our ESG Report |

  15. Information Highlights

    | | Compensation and Human Resource Matters |

  16. Information Highlights

    | Succession planning for CEO and other executives | Yes, at least annually | | CEO pay ratio | 137:1 | | Stock ownership guidelines | 10X salary for CEO and 3X for each NEO | | Dividend or dividend equivalents paid on equity grants prior to vesting | No | | Prohibition on Director and executive officer hedging and pledging of Huntington stock | Yes | | Performance-based compensation | Yes, a majority of aggregate NEO LTI is based upon long-term performance; PSUs make up 55% of total annual LTI grant value for CEO and 50% for other NEOs | | Compensation tied to culture | Yes, with performance reviews based 50% on what (goals) and 50% on how (behaviors supporting our Values) executives deliver | | Recoupment policy | Yes | | Compensation metrics | Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner | | Current frequency of say-on-pay vote | Annual | | Double-trigger change-in-control provisions | Yes | | Excise tax gross-ups | No | | Repricing of previously-granted stock options without shareholder approval | No | | Annual assessment of compensation programs | Yes, against both peers and market best practices | | Incentive plans encourage excessive risk taking | No | | Independent compensation consultant | Pearl Meyer |

  17. Board Nominees

    Board Nominees A brief description of the nominees for the 2024 Annual Meeting is set forth below:

  18. Board Nominees

    | | Directors and Nominees | Age | Director Since | Huntington Board Committees | Other Current Public Company Directorships | | | Alanna Y. Cotton President and Chief Business Officer, Ferrero North America | 51 | 2019 | Community Development Committee Technology Committee | | | | Ann B. (Tanny) Crane President and CEO, Crane Group Company | 67 | 2010 | Audit Committee (Audit Committee Financial Expert) Community Development Committee (Chair) Executive Committee | | | | Rafael Andres Diaz-Granados Chairman and CEO, TransForce, Inc. | 51 | 2023 | Community Development Committee Risk Oversight Committee | | | | Gina D. France CEO and President, France Strategic Partners LLC | 65 | 2016 | Audit Committee (Audit Committee Financial Expert) HRCC (Chair) | CBIZ, Inc. | | | J. Michael Hochschwender CEO, The Smithers Group, Inc. | 63 | 2016 | HRCC Technology Committee (Chair) | | | | John C. (Chris) Inglis Former U.S. National Cyber Director | 69 | 2023 | NESG Committee Technology Committee | American International Group, Inc. | | | Richard H. King Chairman, Metropolitan Airports Commission, Minneapolis/St. Paul | 68 | 2021 | Community Development Committee Technology Committee | | | | Katherine M. A. (Allie) Kline Founding Principal, LEO DIX | 52 | 2019 | NESG Committee Technology Committee | BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.) |

  19. Board Nominees

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 17 |

  20. Board Nominees

    | | Directors and Nominees | Age | Director Since | Huntington Board Committees | Other Current Public Company Directorships | | | Richard W. Neu Retired Chairman, MCG Capital Corporation | 68 | 2010 | Audit Committee (Chair) (Audit Committee Financial Expert) Executive Committee NESG Committee | Tempur Sealy International, Inc. | | | Kenneth J. Phelan Senior Advisor, Oliver Wyman, Inc. | 64 | 2019 | HRCC Executive Committee Risk Oversight Committee (Chair) | Adtalem Global Education Inc. | | | David L. Porteous Attorney, McCurdy, Wotila & Porteous, P.C. and Independent Lead Director, Huntington | 71 | 2003 | Executive Committee (Chair) NESG Committee (Chair) Risk Oversight Committee | | | | Teresa H. Shea President, Oplnet, LLC | 64 | | None - Director nominee | ZeroFox Holdings, Inc. | | | Roger J. Sit CEO, Global Chief Investment Officer, and Director, Sit Investment Associates, Inc. | 62 | 2021 | HRCC Risk Oversight Committee | | | | Stephen D. Steinour Chairman, President, and CEO, Huntington and President and CEO, Huntington Bank | 65 | 2009 | Executive Committee | Bath & Body Works, Inc. | | | Jeffrey L. Tate CFO, Dow Inc. | 54 | 2021 | Audit Committee (Audit Committee Financial Expert) | | | | Gary Torgow Chairman, Huntington Bank | 67 | 2021 | Community Development Committee | DTE Energy Company |

  21. Board Nominees

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 18 |

  22. Election of Directors

    Election of Directors

  23. Election of Directors

    | Proposal 1 Election of Directors | | | | The Board proposes the election of 16 individuals as Directors at this annual meeting. Directors elected at the meeting will each serve a one-year term until the 2025 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal. We have no reason to believe that any nominee will be unable or unwilling to serve as a Director, if elected. If, however, any of these nominees should become unavailable, the Board may decrease the number of Directors pursuant to our Bylaws or may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted. | | The Board recommends a vote FOR the election of each of the nominees for Director. |

  24. Election of Directors

    Shareholders are being requested to vote on a proposal to elect 16 nominees as Directors of Huntington. The Board recommends that you vote FOR each nominee because they bring to our Board an effective variety of skills, knowledge, experience, and perspectives. Each nominee is a proven leader within their respective fields and industries. After consideration of the current composition of the Board, the results of the annual Board evaluation, and the Company’s strategic objectives and goals, the Board, upon consultation with the NESG Committee, has nominated the following individuals, each of whom is currently serving with the exception of Ms. Teresa Shea, for election at the 2024 Annual Meeting of Shareholders:

  25. Election of Directors

    | Alanna Y. Cotton | Richard H. King | Roger J. Sit | | Ann B. (Tanny) Crane | Katherine M. A. (Allie) Kline | Stephen D. Steinour | | Rafael Andres Diaz-Granados | Richard W. Neu | Jeffrey L. Tate | | Gina D. France | Kenneth J. Phelan | Gary Torgow | | J. Michael Hochschwender | David L. Porteous | | | John C. (Chris) Inglis | Teresa H. Shea | |

  26. Election of Directors

    Pursuant to Huntington’s Bylaws, all Directors shall serve a one-year term until the 2025 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal. Mr. Diaz-Granados and Ms. Shea are standing for election by shareholders for the first time at this annual meeting. Mr. Inglis is returning to the Board following his service as U.S. National Cyber Director for the U.S. Government. Mr. Diaz-Granados was identified as a potential candidate by a third-party search firm, and Ms. Shea was identified as a potential candidate by one of our non-employee Directors. The General Information on Voting and the Annual Meeting section of the Proxy Statement contains information on how to nominate and recommend individuals for directorship.

  27. Election of Directors

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 22 |

  28. Director Nominees

    Director Nominees The following provides biographical information regarding each of the nominees, including the specific business experience, qualifications, attributes, and skills that were considered, in addition to prior service on the Board, when the Board determined to nominate them. As described in the following biographical information, each nominee brings significant experience to the Board and the committees on which they serve, leading to the Board’s determination that each of the nominees is well qualified to serve as a Director on Huntington’s Board.

  29. Director Nominees

    | Alanna Y. Cotton |

  30. Director Nominees

    | Director since: 2019 Age: 51 Committees: Community Development Committee Technology Committee | Career Highlights President and Chief Business Officer, Ferrero North America, a confectionery company. Since September 2022, Ms. Cotton has been responsible for driving continued growth for Ferrero’s business in the U.S., Canada, and Caribbean, building upon its growing footprint and capabilities for iconic brands like Kinder, Butterfinger, Nutella, Tic Tac, Keebler, Famous Amos, and Mother’s. Under her guidance, the company is expanding its capabilities in North America. Former President of Operations, Central & Eastern Europe for The Coca-Cola Company, a global beverage company. She joined Coca-Cola 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., a global manufacturer of electronic products, 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 to 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. 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, making her a valued member of the Board. Education Holds a bachelor’s degree in environmental engineering from Northwestern University and a master’s degree in business administration from Stanford University. Key Experience and Skills: Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management Financial Services Government, Public Policy & Regulatory Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  31. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 28 |

  32. Director Nominees

    | Ann B. (Tanny) Crane |

  33. Director Nominees

    | Director since: 2010 Age: 67 Committees: Audit Committee Community Development Committee (Chair) Executive Committee | Career Highlights President and CEO, 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 for Wendy’s International from 2003 to 2007. Also served on the board for State Savings Bank from 1993 to 1998. Widely recognized for her and her company’s philanthropy throughout Central Ohio. An accomplished executive who brings a wealth of knowledge of the financial services industry, community support and investment, and leadership to our Board, all of which make her qualified to serve as a Director. Education Holds a bachelor’s degree in marketing and finance from The Ohio State University and a master of management in marketing and finance from the J.L. Kellogg Graduate School of Management at Northwestern University. Key Experience and Skills: Audit/Financial Reporting Client/Consumer Marketing, Branding & Communication ESG Financial Services Government, Public Policy & Regulatory Strategic Planning/M&A |

  34. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 29 |

  35. Director Nominees

    | Rafael Andres Diaz-Granados |

  36. Director Nominees

    | Director since: 2023 Age: 51 Committees: Community Development Committee Risk Oversight Committee | Career Highlights Chairman and CEO, TransForce, Inc., a CDL driver solutions company, since February 2024. Executive Chairman, Paragon Integrated Services Group LLC, an energy and environmental services company, since February 2024, and previously served as Chairman and CEO, from 2020 to February 2024. Co-founder of Angeles Investors, a Hispanic angel investing non-profit group, since 2019, and a member of the board of directors, since 2020. CEO of Cetan Investments, LLC, a leadership, consulting, and angel investing firm since 2018. Previously served as a director, from 2019 to 2020, and then as President and CEO, during 2020, of Q’Max Solutions Inc., a multinational oilfield services company. Previously served as a consultant at Spencer Stuart, a business consulting and services company, from 2016 to 2018. Prior to joining Paragon, Mr. Diaz-Granados also held multiple leadership positions with the General Electric Company, including serving as Chief Restructuring Officer, GE Healthcare, General Counsel and Chief Commercial Officer of GE Latin America, CEO of GE Mexico, and CEO of GE Spain and Portugal. Prior to beginning his career at General Electric, Mr. Diaz-Granados was an attorney with O’Melveny & Myers, specializing in mergers and acquisitions. Serves as a chairman of the board of Trachte LLC, since 2022, and as a director from 2021 to 2022; serves as a member of the Latino Corporate Directors Association, since 2017, and previously served as vice-chair of the board of directors of the education foundation of the Latino Corporate Directors Association, from 2019 to 2021; served as an executive director of FIFARMA, from 2019 to 2022; served as a director of Massachusetts Growth Capital Corporation, from 2019 to 2021; and served as a director of the Puerto Rico Electric Power Authority, from 2016 to 2018. Brings to the Board extensive leadership and investing experience, turnaround and restructuring experience, and a proven track record of delivering strong top-line results, which makes him a valued member of the Board. Education Holds a bachelor’s degree in economics from Harvard University and a juris doctor degree from Georgetown University Law Center. Key Experience and Skills: Audit/Financial Reporting Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Legal Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  37. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 30 |

  38. Director Nominees

    | Gina D. France |

  39. Director Nominees

    | Director since: 2016 Age: 65 Committees: Audit Committee HRCC (Chair) Other Current Public Company Directorships: CBIZ, Inc. | Career Highlights CEO and President of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country, since 2003. Before founding France Strategic Partners, Ms. France served as a Managing Director of Ernst & Young LLP, a multinational professional services firm, 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. Served as a strategic advisor to over 250 companies throughout the course of her career. Has more than 40 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 Corporation. Appointed as a director of the BNY Mellon Family of Funds in 2019. Previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries. Served as a director of the Cleveland Modern Dance Association and was a founding board member and treasurer of In Counsel with Women. 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. Education 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. Other Prior Public Company Boards Within Five Years Served on the board of Cedar Fair, L.P., a regional amusement park operator, from 2011 to 2023. Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A |

  40. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 31 |

  41. Director Nominees

    | J. Michael Hochschwender |

  42. Director Nominees

    | Director since: 2016 Age: 63 Committees: HRCC Technology Committee (Chair) | Career Highlights CEO of The Smithers Group, Inc., a private group of companies that provides technology-based services to global clientele in a broad range of industries, since 2021. He served as its President and Chief Executive Officer, from 1997 to 2021. 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 three decades of corporate management and consulting experience. Served five years in the U.S. Navy SEAL Teams, deploying to Southeast Asia and the Middle East and attaining the rank of Commander. Active in local health, civic, and educational organizations, currently serving on the boards of Burton D. Morgan Foundation and the Tulane School of Science and Engineering. Served on the boards of the Akron General Medical Center, the Greater Akron Chamber of Commerce, Ohio Foundation of Independent Colleges, Old Trail School, The American Council of Independent Laboratories, and The University of Akron Foundation. Brings substantial leadership and executive experience, as well as business experience in the northeast Ohio market, the Board and the committees on which he serves. Education Holds a bachelor’s degree in biology and environmental studies from Tulane University and a master’s degree in business administration from the Wharton School of Business at the University of Pennsylvania. Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  43. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 32 |

  44. Director Nominees

    | John C. (Chris) Inglis |

  45. Director Nominees

    | Director since: 2023; 2016-2021 Age: 69 Committees: NESG Committee Technology Committee Other Current Public Company Directorships: American International Group, Inc. | Career Highlights Former U.S. National Cyber Director at the Office of the National Cyber Director, an agency in the U.S. Government responsible for leading U.S. government strategy formulation on cybersecurity and for advising the President of the United States on matters related to cybersecurity, from 2021 to 2023. Prior to being appointed as the first U.S. National Cyber Director, Mr. Inglis served as a Commissioner on the U.S. Cyberspace Solarium Commission, a U.S. intergovernmental body charged by the U.S. Congress with making recommendations for U.S. national cyber strategy, from 2019 to 2020. Served as Looker Professor of Cyber Studies at the U.S. Naval Academy, from July 2014 to July 2016. 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. Served as a director of KEYW Corp., and served on, or co-chaired, three U.S. Department of Defense Science Board studies on cyber threat and strategy. Serves as a Visiting Professor at the U.S. Air Force and Naval Academies, a member of the U.S. Navy Science and Technology Board, a member of the U.S. Cybersecurity and Infrastructure Security Agency Advisory Council, a Senior Advisor in the digital and cyber practice of Hakluyt & Company Limited, a strategic advisor to Paladin Capital, and as a member of the advisory boards of Claroty and Semperis, cyber security companies. Brings to the Board extensive leadership and cybersecurity expertise, which strengthens the governance of the Board, the NESG Committee, and the Technology Committee. Education Holds advance degrees in engineering and computer science from Columbia University, Johns Hopkins University, and George Washington University. He is also a graduate of the J.L. Kellogg Graduate School of Management at Northwestern University executive development program, the U.S. Air Force Air War College, Air Command and Staff College, and Squadron Officers’ School. Holds an honorary doctorate from the U.S. National Intelligence University, granted in 2023. Other Prior Public Company Boards Within Five Years Served on the board of FedEx Corporation, a transportation, e-commerce, and business services company, from 2015 to 2021. Key Experience and Skills: Compensation & Human Capital Management ESG Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  46. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 33 |

  47. Director Nominees

    | Richard H. King |

  48. Director Nominees

    | Director since: 2021 Age: 68 Committees: Community Development Committee Technology Committee | Career Highlights Chairman of the Metropolitan Airports Commission in Minneapolis/St. Paul, Minnesota, since 2019. Served in a variety of senior roles at Thomson Reuters, a global provider of intelligent information, from 2000 until his retirement in 2021, most recently serving as Managing Director of Operations, from 2020 until his retirement. Prior to that, he served as Executive Vice President and Chief Information Officer, during 2019 and from 2015 to 2017; Executive Vice President, Operations, from 2017 to 2019; Executive Vice President & Chief Operating Officer for Technology, from 2012 to 2015; and Chief Technology Officer of Thomson Reuters Professional Division and Executive Vice President and Chief Operating Officer of Thomson West, from 2008 to 2012. Completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program and received the CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University. Serves as chair of the Technology Advisory Council for the State of Minnesota. Brings significant cybersecurity and technological expertise, making him a valued Director on our Board. Education Holds bachelor’s and master’s degrees in education from the University of Vermont. Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2014. Key Experience and Skills: Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  49. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 34 |

  50. Director Nominees

    | Katherine M. A. (Allie) Kline |

  51. Director Nominees

    | Director since: 2019 Age: 52 Committees: NESG Committee Technology Committee Other Current Public Company Directorships: BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.) | Career Highlights Founding Principal of LEO DIX, a boutique management consultancy, since 2020. Served as EVP and 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, Yahoo, Yahoo Finance, and Yahoo Sports. She served in this role from 2015 to 2018 following Verizon’s acquisitions of AOL and Yahoo, where she was responsible for all consumer and B2B marketing, digital, communications, brand, and corporate citizenship. She simultaneously served as CEO of MAKERS. Held the position of Chief Marketing and Communications officer for AOL from 2013 to 2015 prior to Verizon’s acquisition of AOL in 2015. Held the position of Chief Marketing Officer for 33Across, 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. Serves as a board member and executive committee member of the National Forest Foundation, board member of Identity Digital, and board member of 33Across. Founded and chaired the board of trustees of Verizon Media’s Charitable Foundation and previously chaired the AOL Foundation. She also served on 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 Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies), and the Washington Wizards. Renowned for her business, marketing, and communications expertise with fast-growth companies, as well as cyber, M&A, transformation, and ESG/DEI/values leadership, all of which make her qualified to serve on our Board. Education Holds a bachelor’s degree in corporate communications from Ithaca College. Other Prior Public Company Boards Within Five Years Served on the board of Waddell & Reed Financial, Inc., an asset management and financial planning company, from 2020 to 2021. Served on the board of Pier 1 Imports, Inc., a retail chain specializing in imported home furnishings and décor, from 2018 to 2020. Key Experience and Skills: Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  52. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 35 |

  53. Director Nominees

    | Richard W. Neu |

  54. Director Nominees

    | Director since: 2010 Age: 68 Committees: Audit Committee (Chair) Executive Committee NESG Committee Other Current Public Company Directorships: Tempur Sealy International, Inc. | Career Highlights Retired Chairman of MCG Capital Corporation, a Washington, D.C.-based publicly traded business development corporation providing financing to middle market companies throughout the U.S. Mr. Neu served as chairman of the board of MCG from 2009 until its sale to PennantPark Floating Rate Capital Ltd in 2015. He also served as CEO of MCG from 2011 to 2012. He first joined the MCG board in 2007 and served as a member of the audit, nominating and corporate governance, and valuation and investment committees. Served as Executive Vice President, CFO, Treasurer, and director for both Charter One Financial, Inc. and Charter One Bank, from 1995 to 2004. He assumed the role of Executive Vice President, CFO, Treasurer following the merger of First Federal of Michigan and Charter One Financial, Inc. He joined First Federal of Michigan in 1985 as CFO and was elected to the board in 1992. Serves as the lead director, chair of the compensation committee, and as a member of the audit committee and nominating and governance committee on the board of Tempur Sealy International, Inc. Served on the board of the Dollar Thrifty Automotive Group, from 2006 until its sale to Hertz Corporation in 2012. Mr. Neu served as the lead director from 2011 to 2012 and served as chairman of the board from 2010 to 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 CFO of a major regional bank holding company, and 20 years in a variety of public company board roles. 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 as Chair of the Audit Committee. Education Holds a bachelor’s degree in business administration from Eastern Michigan University. Other Prior Public Company Boards Within Five Years Served on the board of Oxford Square Capital Corporation, a publicly-traded closed-end, management investment company, from 2016 to 2021. 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 |

  55. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 36 |

  56. Director Nominees

    | Kenneth J. Phelan |

  57. Director Nominees

    | Director since: 2019 Age: 64 Committees: Executive Committee HRCC Risk Oversight Committee (Chair) Other Current Public Company Directorships: Adtalem Global Education Inc. | Career Highlights Senior Advisor at Oliver Wyman, Inc., a global management consulting firm, since 2019. Served as Chief Risk Officer for the U.S. Department of the Treasury, the national treasury and finance department of the U.S. Government, from 2014 to 2019. In this role, Mr. Phelan 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 CRO for RBS Americas, from 2011 to 2014. 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 Risk Oversight Committee and the Board. He was determined by the Board to be a “risk management expert” under the Federal Reserve’s Regulation YY. Education Holds a master’s degree in economics from Trinity College in Dublin, Ireland, and a juris doctor degree from Villanova University. 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 Technology, Cybersecurity & Information Security |

  58. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 37 |

  59. Director Nominees

    | David L. Porteous |

  60. Director Nominees

    | Director since: 2003 Age: 71 Independent Lead Director Committees: Executive Committee (Chair) NESG Committee (Chair) Risk Oversight Committee | Career Highlights Attorney at McCurdy, Wotila & Porteous, P.C., a law firm, since 2008. 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, he managed his own law practice for more than 20 years. Recognized authority on economic development and has served on the boards 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 chaired the audit committee. Served on the board of trustees of Michigan State University, where he 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. Brings significant legal, economic, and leadership experience to the Board and the committees on which he serves. Education Holds a bachelor’s degree in criminal justice from Michigan State University and a juris doctor degree from Western Michigan University, Cooley Law School. 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 |

  61. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 38 |

  62. Director Nominees

    | Teresa H. Shea |

  63. Director Nominees

    | Director Nominee Age: 64 Other Current Public Company Directorships: ZeroFox Holdings, Inc. | Career Highlights President, Oplnet, LLC, a business that provides expertise and experience to help government and commercial customers improve performance in the areas of national defense and intelligence, since 2022. Served as Vice President, Cyber Offense Defense Experts (CODEX) within Raytheon Intelligence and Space, an entity that provides cyber capabilities for offense, defense, and security initiatives for customers in the intelligence and defense industries, from 2019 to 2022. Served as Executive Vice President of Technology and a director of Cyber-Reboot at In-Q-Tel, a not-for-profit strategic investment firm that accelerates the development and delivery of cutting-edge technologies to the intelligence community and Department of Defense from the venture-backed tech start-up ecosystem, from 2016 to 2019. Joined In-Q-Tel after spending 32 years at the U.S. National Security Agency (NSA), where she held several leadership positions, including most recently as the Director of Signals Intelligence, where she advised the Directors of NSA, the Director of National Intelligence, U.S. Military officers, and other high-ranking U.S. government officials. Serves on the Army Science Board Intelligence Committee, the Georgia Institute of Technology school of Electrical and Computer Engineering Advisory Board, the Georgia Institute of Technology Board of Advisors, and the Cigent Technology Inc. board of directors, and serves as an advisor to Sanbox AQ. Brings significant leadership and cybersecurity expertise in the intelligence and national defense industries, making her a strong nominee for Director. Education Holds a bachelor’s degree in electrical engineering from Georgia Institute of Technology and a master’s degree in electrical engineering from Johns Hopkins University. Key Experience and Skills: Government, Public Policy & Regulatory Compensation & Human Capital Management Client/Consumer Marketing, Branding & Communication Risk Management Technology, Cybersecurity & Information Security |

  64. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 39 |

  65. Director Nominees

    | Roger J. Sit |

  66. Director Nominees

    | Director since: 2021 Age: 62 Committees: HRCC Risk Oversight Committee | Career Highlights CEO, Global Chief Investment Officer, and Director at Sit Investment Associates, Inc., a privately-owned institutional investment management firm, since 2008. Served in the U.S. Air Force, attaining the rank of Captain. Has over 30 years of financial services experience, including as vice president and senior equity research analyst at Goldman Sachs & Co. Serves on the investment committee of the McKnight Foundation, a family foundation that is focused on advancing a more just, creative, and abundant future where people and the planet thrive. Previously, Mr. Sit served on the board of the McKnight Foundation and as a member of the executive committee and is a past chair of the finance and audit committee and the investment committee. Brings significant leadership and financial services expertise, making him a valuable member of our Board. Education Holds a bachelor’s degree in management from the U.S. Air Force Academy, a master’s degree in systems management from the University of Southern California, and a master’s degree in business administration from the Harvard Business School. Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2015. Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A |

  67. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 40 |

  68. Director Nominees

    | Stephen D. Steinour |

  69. Director Nominees

    | Director since: 2009 Age: 65 Committees: Executive Committee Other Current Public Company Directorships: Bath & Body Works, Inc. | Career Highlights Chairman, President, and CEO of Huntington and President and CEO of Huntington Bank, since January 2009. Mr. Steinour was also Chairman of Huntington Bank until the TCF Merger in 2021. He joined Huntington from CrossHarbor Capital Partners, a recognized leading manager of alternative investments, where he served as a Managing Partner, from 2008 to 2009. Served in various executive roles for Citizens Financial Group, 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 CEO in 2007. Serves as the chair of the audit committee and as a member of the executive committee on the board of Bath & Body Works, Inc. Serves as a trustee of The Ohio State University Wexner Medical Center, co-chair of The Columbus Partnership, and as a member of the board of Battelle Memorial Institute. Member of the Board of the Bank Policy Institute and Member of the Ohio Business Roundtable and The Clearing House. Former director of the Federal Reserve Bank of Cleveland, from 2017 to 2019. 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. With more than 40 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 CEO. Education Holds a bachelor’s degree in economics from Gettysburg College and completed the Stanford University Graduate School of Business Executive Program. Other Prior Public Company Boards Within Five Years Served on the board of L Brands, Inc., a specialty retail company, from 2014 until it split into separate companies in 2021; continued on the board of Bath & Body Works, Inc. Served on the board of Exelon Corporation, a utility services holding company, from 2007 to 2020. Key Experience and Skills: Audit/Financial Reporting Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  70. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 41 |

  71. Director Nominees

    | Jeffrey L. Tate |

  72. Director Nominees

    | Director since: 2021 Age: 54 Committees: Audit Committee | Career Highlights CFO of Dow Inc., a global chemical and plastics manufacturer, since 2023. Mr. Tate re-joined Dow after serving as CFO and Executive Vice President of Leggett & Platt, a diversified manufacturer, from 2019 to 2023. Previously served as Vice President and Business Finance Director for the Packaging and Specialty Plastics segment of Dow, from 2017 to 2019. Mr. Tate directed and oversaw all finance activities at Dow to provide strategic and financial counsel for the businesses. He, also served as Chief Auditor of Dow, from 2012 to 2017, with responsibility for leading internal audit and corporate investigations globally. Began his career with Dow in Louisiana in 1992 and held a variety of accounting and controller roles before relocating to Michigan for several finance leadership assignments in Dow Automotive, Investor Relations, Performance Materials, and Performance Plastics. Chosen as CFO of the Year by the National Association of Black Accountants in 2020. In 2020 and 2012, he was named to Savoy Magazine’s Top 100 Most Influential Blacks in Corporate America. Serves as a member of the Financial Executives International, the Executive Leadership Council, the American Institute of Certified Public Accountants, and Omega Psi Phi Fraternity, Incorporated. Previously served on the PCAOB Standing Advisory Group. Brings significant finance and accounting expertise, making him a key member of the Board and Audit Committee. Education Holds a bachelor’s degree in accounting from the University of Alabama and is a Certified Public Accountant. Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2017. Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management Financial Services Public Company Executive Risk Management Strategic Planning/M&A |

  73. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 42 |

  74. Director Nominees

    | Gary Torgow |

  75. Director Nominees

    | Director since: 2021 Age: 67 Committees: Community Development Committee Other Current Public Company Directorships: DTE Energy Company | Career Highlights Chairman of Huntington Bank, since 2021. Previously served as the executive chairman of TCF (known as Chemical Financial Corporation until 2019) from 2016 until the TCF Merger in 2021; previously served as executive chairman of Talmer Bancorp, Inc. until its merger with Chemical Financial Corporation (later renamed TCF in 2019). Before joining Talmer, Mr. Torgow founded and chaired the Sterling Group, a Michigan-based real estate, development, and investment company. Serves as a director of Blue Cross Blue Shield of Michigan and Corewell Health Beaumont Hospital. Serves as a trustee and board member of the Community Foundation for Southeast Michigan and is the chairman of the Business Leaders of Michigan. Mr. Torgow serves as president of the Jewish Federation of Metropolitan Detroit, on the board of the Pope Francis Center, and as board president for the Yeshiva Beth Yehudah school. He is well known throughout Michigan for his business and philanthropic activities. Brings significant financial services expertise, as well as deep knowledge about the Midwest, Detroit, and Michigan marketplaces, making him a valued member of the Board. Education Holds a bachelor’s degree in history from Yeshiva University and a law degree from Wayne State University. Other Prior Public Company Boards Within Five Years Prior to the TCF Merger in 2021, he served as the executive chairman of TCF (formerly Chemical Financial Corporation) since 2016. Key Experience and Skills: Audit/Financial Reporting Compensation & Human Capital Management ESG Financial Services Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A |

  76. Director Nominees

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 43 |

  77. Compensation of Directors

    Compensation of Directors Our compensation philosophy for the Board is to provide compensation to non-employee Directors that reflects the significant time commitment and substantial contributions the Directors are expected to make to the value creation and governance of Huntington. The compensation levels and structure for Directors are designed, with the input of the independent compensation consultant, to enable us to attract and retain high caliber talent at a national level and also to align the Directors’ interests with those of our shareholders. The program is retainer-based and paid in a combination of cash and equity. A meaningful portion of Director compensation is paid in equity that is subject to ownership requirements. Meeting fees in cash are paid only when the number of meetings exceed a certain threshold. The CEO and Mr. Torgow do not receive compensation for their service as a Director. The HRCC performs a review of the compensation program for Directors each year facilitated by the independent compensation consultant. In 2021, the HRCC set the Director annual cash retainer at $100,000 and the Director annual equity retainer at $137,500 to align with market practices.

  78. Base Compensation

    | | Director Equity Compensation A meaningful portion of Director compensation is paid in equity that is subject to ownership requirements. Equity grants for Directors are in the form of deferred stock units. The deferred stock units are vested upon grant but not released to the Director until the later of six months following separation of service or one year from the date of grant. |

  79. Director Compensation 2023

    Director Compensation 2023

  80. Director Compensation 2023

    | Name | Fees Earned or Paid in Cash(2) | Stock Awards(3)(4) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | | Lizabeth Ardisana | $40,834 | $— | — | — | — | $— | $40,834 | | Alanna Y. Cotton | 115,000 | 137,496 | — | — | — | — | 252,496 | | Ann B. (Tanny) Crane | 154,500 | 137,496 | — | — | — | — | 291,996 | | Robert S. Cubbin | 51,668 | — | — | — | — | — | 51,668 | | Rafael Andres Diaz-Granados | 85,667 | 137,493 | — | — | — | — | 223,160 | | Gina D. France | 148,167 | 157,498 | — | — | — | — | 305,665 | | J. Michael Hochschwender | 141,500 | 137,496 | — | — | — | — | 278,996 | | John C. (Chris) Inglis | 76,667 | 137,493 | — | — | — | — | 214,160 | | Richard H. King | 120,500 | 137,496 | — | — | — | — | 257,996 | | Katherine M. A. (Allie) Kline | 117,000 | 137,496 | — | — | — | — | 254,496 | | Richard W. Neu | 163,000 | 157,498 | — | — | — | — | 320,498 | | Kenneth J. Phelan | 159,000 | 157,498 | — | — | — | — | 320,498 | | David L. Porteous | 279,000 | 137,496 | — | — | — | — | 416,496 | | Roger J. Sit | 130,500 | 137,496 | — | — | — | — | 267,996 | | Jeffrey L. Tate | 119,000 | 137,496 | — | — | — | — | 256,496 | | Gary Torgow(1) | — | — | — | — | — | 3,323,938 | 3,323,938 |

  81. Director Compensation 2023

    | (1) The “All Other Compensation” column for Mr. Torgow includes $3.25 million paid to Mr. Torgow pursuant to his Letter Agreement described below; including $31,149 related to Mr. Torgow’s use of a car and driver provided by Huntington, representing the cost of fuel, salary, and overtime costs for the driver, and maintenance and depreciation on the vehicle; and $42,789 related to administrative support and use of office space. Pursuant to a Letter Agreement, dated December 13, 2020, between Director Torgow and Huntington that was contingent upon the completion of the TCF Merger, Director Torgow provides advisory services to Huntington, including advice on the development, strengthening, and growth of customer, community, and local government relationships. At the close of the TCF Merger, Director Torgow was paid $3.25 million. For the first two 12-month periods following the merger closing date, Director Torgow is entitled to receive an annual advisory fee of $3.25 million, the first of which was paid in 2022. Director Torgow will receive an advisory fee of $2.75 million for the third 12-month period following the merger closing date or June 9, 2024. During the term of the agreement, Director Torgow is entitled to (1) continued use of an executive office in the Company’s primary location in Downtown Detroit, (2) a dedicated executive assistant, and (3) continued use of a dedicated driver for security purposes. Pursuant to the terms of the Letter Agreement, Mr. Torgow receives no compensation for his service on Huntington’s Board. | | (2) Amounts include fees deferred by participating Directors under the Director Deferred Compensation Plan. | | (3) On May 1, 2023, grants of 14,331 deferred stock units were made to the chairs of the Audit Committee, HRCC, and Risk Oversight Committee, and grants of 12,511 deferred stock units were made to each other Director under the 2018 Long-Term Incentive Plan. On July 18, 2023, grants of 11,802 deferred stock units were made to Messrs. Diaz-Granados and Inglis as newly appointed Directors. These deferred stock unit awards will be credited with an additional number of deferred stock units to reflect reinvested dividend equivalents with respect to the period of time between the date of grant and the delivery of shares. All awards were vested upon grant but are not released until the later of six months following separation of service or one year from the date of grant. This column reflects the grant date fair value in accordance with FASB Topic 718 and is equal to the number of units times the fair market value (the closing price of a share of common stock) on the last trading day prior to the date of grant. |

  82. Director Compensation 2023

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 45 |

  83. Director Compensation 2023

    | (4) The HRCC has granted deferred stock awards to non-employee Directors each year since 2006. The Directors’ deferred stock unit awards outstanding as of December 31, 2023, are set forth in the table below. |

  84. Director Compensation 2023

    | Name | Deferred Stock Awards Outstanding | | Alanna Y. Cotton | 55,962 | | Ann B. (Tanny) Crane | 151,454 | | Rafael Andres Diaz-Granados | 11,984 | | Gina D. France | 84,796 | | J. Michael Hochschwender | 82,921 | | John C. (Chris) Inglis | 11,984 | | Richard H. King | 28,418 | | Katherine M. A. (Allie) Kline | 62,993 | | Richard W. Neu | 179,477 | | Kenneth J. Phelan | 65,514 | | David L. Porteous | 168,085 | | Roger J. Sit | 28,418 | | Jeffrey L. Tate | 28,418 |

  85. Director Compensation 2023

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 46 |

  86. 2023 Compensation Elements

    2023 Compensation Elements In 2023, the HRCC maintained the essential design of our 2022 executive compensation program, except that PPNR Earnings Growth was utilized instead of PTPP Earnings Growth. The target total direct compensation mix below illustrates the emphasis on variable, at-risk incentive-based compensation. Fixed compensation consists of base salaries. Variable, incentive-based compensation includes our annual incentive payouts, the target value of PSUs, and the grant date fair value of RSUs.

  87. 2023 Compensation Elements

    | | Target Compensation Mix | | | | | CEO | Other NEOs(1) (Average) | Description | | | | | | | | Base Salaries | | | | | | | Fixed component representing 12% of aggregate total target compensation for our CEO and 21% for our other NEOs | | | Annual Incentive Plan (MIP) | | | | | | | Annual performance-based compensation based on: EPS(2) PPNR Earnings Growth(2) Operating Leverage(2) | | | Long-Term Incentive Plan | | | | | | | Awards of long-term incentive grants comprised of: PSUs (55% for CEO, 50% for other NEOs; based on Relative and Absolute ROTCE(2) + new revenue adjuster for the three-year 2023 – 2025 cycle) RSUs (45% for CEO, 50% for other NEOs) |

  88. Strong Financial and Operational Performance

    | Strategic Business Objective | Compensation Component or Metric | 2023 Actual Results | | Aligning pay with performance | Adjusted EPS Performance measure for annual incentive | $1.439(1) | | Focusing on quality revenue | Adjusted PPNR Earnings Growth Performance measure for annual incentive | 4.8%(1) | | Managing expense growth | Adjusted Operating Leverage Performance measure for annual incentive | 1.9%(1) | | Achieving long-term profitable growth and returns | Adjusted ROTCE Performance measure for performance share units | 19.4%(1) |

  89. Long-Term Focus

    Long-Term Focus Huntington’s compensation program for executives is long-term focused and aligns the interests of our executives with those of our shareholders. Long-term incentives make up the most significant portion of total NEO compensation, a majority of the aggregate value of which consists of performance-based awards, and we combine that with our robust stock ownership requirements.

  90. Philosophy and Decision-Making Process

    Philosophy and Decision-Making Process We provide a balanced total compensation package for executive officers that includes both fixed and variable performance-based elements. Our compensation philosophy is to pay for performance by making a majority of our executives’ pay variable and based on performance that we believe will create long-term shareholder value, and to balance risk and reward with a mix of base pay, short-term incentives and long-term incentives, with greater emphasis on long-term incentives. The use of both short-term and long-term incentives ensures that the ultimate compensation delivered reflects achievement of our annual business goals, as well as delivering long-term shareholder value. Our performance and evaluation process considers corporate, business segment, and performance relative to industry peers. We also consider individual performance, including performance on Human Capital metrics that encompass our People Leader Quotient (PLQ), introduced in 2020. The PLQ is based on a combination of quantitative and qualitative measures and is intended to reinforce the development of a diverse and inclusive workplace. Our target pay levels are designed to be competitive with market practices in order to engage, develop, retain, and attract colleagues in a competitive labor market. Because a majority of our pay is variable and based on performance, our actual pay positioning will vary appropriately to reflect actual performance. We also maintain robust stock ownership requirements for executives in order to further ensure alignment of our compensation program with the long-term interests of our shareholders. While overall compensation policies generally apply to all executives, we recognize the need to differentiate compensation by individual, performance, experience, and expected relative contributions. Base salaries and incentive targets are the primary means for differentiating compensation opportunities to reflect executive role and scope of responsibility.

  91. Philosophy and Decision-Making Process

    | Guiding Principles | | | Focus on long-term shareholder alignment | A significant portion of compensation is stock-based and long-term in focus. We maintain robust stock ownership requirements for our CEO and other executives. | | Balanced and holistic approach | Our program includes fixed and performance-based elements, short-term and long-term performance incentives, and considers corporate, business segment, individual, and relative performance. | | Align pay and performance | Total compensation is expected to vary each year in line with our performance and key objectives over the long-term. | | Maintain an aggregate moderate-to-low, through-the-cycle risk appetite | We monitor our programs, controls, and governance practices for consistency with our aggregate moderate-to-low, through-the-cycle risk appetite. See Risk Assessment of Incentive Compensation | | Assure appropriate positioning in the market | Our target pay levels are designed to be competitive with market practice. | | Reflect internal equity | We differentiate compensation by individual, reflecting their role, experience, performance, and expected contributions |

  92. Key Compensation and Governance Practices

    | What We Do | | What We Don’t Do | | | | Significant stock ownership policy applicable to executive officers and next level executives receiving equity awards to reinforce alignment between shareholders and senior management | | No repricing of previously-granted stock options without shareholder approval | | | Significant emphasis on performance-based compensation, with the majority dependent upon long-term performance | | No perquisite or excise tax gross-ups upon change in control | | | Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner | | No single-trigger vesting of equity awards upon change in control | | | All incentive compensation, including vested and paid compensation, is subject to robust recoupment policies that allow us to recover vested or unvested incentive compensation in the event inappropriate risk taking or other activities take place | | No hedging or pledging of Huntington securities by executives | | | PSUs comprise 55% of total annual LTI grant value for CEO and 50% for other NEOs | | No dividend or dividend equivalents paid on equity grants prior to vesting | | | Annual equity-based awards made on a pre-established date to avoid any appearance of coordination with the release of material non-public information | | No incentive plans encourage excessive risk-taking | | | Independent compensation consultant provides expert guidance and support to the HRCC | | | | | Shareholder engagement to exchange viewpoints with our investors | | | | | Annual assessment of compensation programs to compare them to those of our peers and market best practices | | | | | Limited perquisites representing a small component of compensation | | |

  93. Risk Assessment of Incentive Compensation

    | Key broad-based incentive plan design features and controls include: Recoupment provisions Management discretion to reduce or eliminate awards Annual risk-based review of plans and awards | Other features and controls used in various plans include: Multiple performance criteria Risk-related performance criteria Payment caps Deferrals paid over time |

  94. Risk Assessment of Incentive Compensation

    | Balancing Risk and Reward for Executive Officers For executive officers, our compensation philosophy balances risk and reward with a mix of base pay, short-term incentives, and long-term incentives, with greatest emphasis on long-term incentives. We maintain robust stock ownership guidelines for executives. Our Misconduct Recoupment Policy covers all colleagues and our Financial Restatement Compensation Recoupment Policy, adopted in October 2023, covers our executive officers. In addition, the Board retains discretion to reduce or eliminate incentive awards for executive officers. See below under Recoupment of Incentive Compensation for additional details. |

  95. Components of 2023 Compensation

    | | CEO Targeted Direct Compensation | Other NEO Targeted Direct Compensation (Average)(1) | Purpose and Key Features | | | Base Salary | | | | | | | Set within a competitive range of market practices to attract and retain top talent | | | | | Varies depending upon the executive’s role, performance, experience, and contribution | | | | | Foundation from which incentives and other benefits are determined | | | Annual Incentive (MIP) | | | | | | | Motivates and rewards for achieving or exceeding annual strategic financial and operational goals that ultimately support sustained long-term profitable growth and value creation | | | | | Reflects Company performance on key measures, adjusted for business unit and individual performance, including risk management | | | | | Target opportunity expressed as a percentage of base salary reflective of each NEO’s role | | | | | Tied directly to performance in year for which reported | | | | | Awards are paid in cash | | | Long-Term Incentive (Equity Grants) | | | | | | | Motivates and rewards for delivering long-term sustained performance aligned with shareholder interests while encouraging retention | | | | | Grants are comprised of PSUs and time-based RSUs | | | | | Awards are based on multiple factors, including competitive market data, overall company performance, business segment performance, individual performance, and historical equity grants | | | Benefits | | | | | | | Same broad-based benefit programs generally available to all colleagues | | | | | A limited number of additional benefits within typical market practice are offered to attract and retain executive talent | | (1) | Based on annualized base salaries. | | |

  96. Timing of Compensation Decisions

    | | Annual incentives based on 2023 performance are reported under the “Non-Equity Incentive Plan” column. | | | Annual long-term incentives granted during the year are reported as equity awards under the “Stock Awards” column. |

  97. Annual Incentive Award

    Annual Incentive Award

  98. Annual Incentive Award

    | Each year our Board conducts a rigorous planning and budgeting exercise for the coming fiscal year. One of the outcomes of that exercise is planned financial targets, which are then used by the HRCC to set targets for executive compensation. Huntington’s annual incentive awards under the MIP reflect Company performance over the course of one year on key short-term measures. Each executive has an annual target incentive opportunity under the MIP expressed as a percentage of their base salary. The specific threshold, target, and maximum opportunity for each executive is reflective of the executive’s role and competitive market practices. For 2023, the CEO’s target incentive was equal to 200% of his base salary. For the other participating NEOs, the 2023 MIP target was equal to 115% - 150% of base salary earned during the year. These targets were determined to be market competitive based on Huntington’s asset size. | |

  99. Metrics and Performance

    | Annual Incentive Metric | Why We Chose This Metric | | EPS(1) | Strong alignment with shareholder value creation | | PPNR Earnings Growth(1) | A core operating performance indicator and adds a growth component | | Operating Leverage(1) | Ensures that our incentives are aligned with our commitment to shareholders to grow revenue faster than expenses |

  100. Metrics and Performance

    For the 2023 MIP plan year, EPS, PPNR Earnings Growth, and Operating Leverage targets were each set in January with reference to the annual financial budget. Typically, budgets are set higher than the previous year and reflect the outlook for the upcoming year. For 2023, the target for EPS was set higher than the 2022 target and actual results. PPNR was a new MIP metric introduced for 2023. In the case of Operating Leverage, the 2023 target was set lower than the 2022 target and actual results primarily due in large part to one-time expenses associated with the TCF Merger. Targets were set with reference to internal forecasts at levels deemed to be challenging, but achievable by the HRCC. For each metric, the HRCC determined a threshold, target, and maximum level of achievement based on the Company’s operating plan for 2023, with each performance measure independent of achievement of the other criteria. We interpolate between the threshold, target, and maximum goals to ensure sound incentive compensation arrangements and appropriate pay for performance alignment. MIP funding may range from 0% of target to 200% of target.

  101. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  102. Determining LTI Grant Value

    Determining LTI Grant Value The HRCC engaged its independent compensation consultant to assist in developing LTI award ranges based on competitive market practice to serve as guidelines for annual grants. These awards were determined based on a multi-faceted approach that includes Company performance, individual performance and potential, retention value of current equity ownership, historical long-term incentive compensation awards, and the market-based framework the independent consultant developed. In addition to these factors, when determining award ranges for individual executive officers, the HRCC considers the impact on potential total compensation.

  103. PERCENTAGE RANGE FOR POTENTIAL EQUITY GRANTS

    PERCENTAGE RANGE FOR POTENTIAL EQUITY GRANTS

  104. PERCENTAGE RANGE FOR POTENTIAL EQUITY GRANTS

    | Position | Percentage of Base Salary | | | | | Threshold | Target | Maximum | | CEO | 262.5% | 525.0% | 1,050.0% | | Other NEOs (vary by role) | 115.0%-125.0% | 230.0%-250.0% | 460.0%-500.0% |

  105. Determination of individual LTI Grants

    Determination of individual LTI Grants The HRCC independently evaluated the CEO’s performance for the purpose of determining a 2023 LTI award and assessed the competitive pay positioning that would result from the awards to be consistent with our pay-for-performance philosophy. In determining award values for the other NEOs, the HRCC considered the CEO’s performance assessments for each NEO, as well as additional input from the CEO, and the market guidelines provided by the consultant. Consistent with the Company’s philosophy, the CEO’s evaluation was based on a holistic approach that included individual performance and contributions, retention value of current equity ownership, historical long-term incentive compensation awards, and the market-based framework the independent consultant developed. The HRCC approved awards in 2023 for the NEOs (other than the CEO) as recommended by the CEO.

  106. Determination of individual LTI Grants

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 95 |

  107. LTI Grant Vehicles

    LTI Grant Vehicles For the 2023 annual LTI grants, management proposed, and the HRCC approved, the strategy set forth below:

  108. 2023 Long-Term Incentive Program Highlights

    2023 Long-Term Incentive Program Highlights

  109. 2023 Long-Term Incentive Program Highlights

    | Vehicle | % of Total LTI Value | | Key Design Features | | | CEO | Other NEOs | | | PSUs | | | Performance Measurement Period: 3 years Performance Measures: Relative ROTCE Absolute ROTCE Performance Threshold Up to 20% modifier for new revenue(1) Share Payout Range: 0-150% of target, potentially up to 180% based on new revenue modifier | | RSUs | | | Vesting: 50% after year 3 and 50% after year 4 |

  110. 2023 Long-Term Incentive Program Highlights

    | (1) Modifier for new revenue sunset for awards beginning in 2024. |

  111. PSUs — Performance Metrics

    PSUs — Performance Metrics With assistance from the independent consultant, the HRCC selected ROTCE, the same metric used in 2022, as the metric for the 2023 PSU grant, measured on both a relative and an absolute basis.

  112. PSUs — Performance Metrics

    | Why We Use ROTCE as the PSU Metric The Company believes ROTCE is a key factor to long-term profitable growth and returns. There is a strong correlation of higher ROTCE to higher valuations for the common stock of publicly-traded bank holding companies. The PSU awards are denominated in stock, which provides an inherent tie to share price performance and overall shareholder returns. |

  113. PSUs — Performance Metrics

    The relative ROTCE target is set at the 55th percentile to ensure that target payout is not made unless Huntington’s performance is superior to that of the peer group median. The peer group for relative performance comparisons consists of the 2023 benchmarking peers as discussed under Market Referencing below. In addition, a minimum three-year average absolute ROTCE of 6% must be achieved to receive a payout. Full payout at maximum performance is subject to an increase of up to 20% for revenue earned incremental to the budget from new sources intended to create shareholder value, but not envisioned in the then-current strategic initiatives when the PSU was granted. Sources of new, unplanned revenue include new lines of business, new product innovation, and newly developed strategic partnerships. New, unplanned revenue will be measured cumulatively over the three-year PSU cycle. As reflected in the table below, the HRCC determined a threshold, target, and maximum level of relative achievement for the three-year performance cycle, along with an absolute performance threshold. In calculating performance to determine whether a performance goal has been achieved, the HRCC will adjust for “Extraordinary Events,” as defined in the 2018 Long-Term Incentive Plan.

  114. PSUs — Performance Metrics

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 96 |

  115. PSUs — Performance Metrics

    | PSU Metric | Threshold | Target | Maximum | | Relative ROTCE | 30th Percentile | 55th Percentile | 70th Percentile | | Absolute ROTCE — Performance Threshold | 6.00% | — | — |

  116. PSUs — Performance Metrics

    ROTCE results are measured annually, adjusted for significant items by utilizing S&P Core ROTCE data for all companies, and averaged using year-end reported amounts. The range of potential payouts, 0% to 150% of the target number of share units (not inclusive of the new revenue modifier), was consistent with the design of PSUs awarded in 2022, and determined to be within competitive market practice, and reasonable from an annual share run rate and dilution perspective. With the potential adjustment for new revenue, the maximum awards could reach 180% of target (150% x 120% = 180%). The new revenue multiplier has been sunset for awards beginning in 2024.

  117. Employment Agreement

    Employment Agreement Only one executive officer, our CEO, has an employment agreement with us, which is described under Mr. Steinour’s Employment Agreement below.

  118. Employment Agreement

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 97 |

  119. Severance Arrangements

    Severance Arrangements Huntington has change-in-control agreements, referred to as Executive Agreements, with each of our NEOs. The objectives of the Executive Agreements are to provide severance protections for the NEOs in the event of a qualifying termination of employment in connection with a change-in-control of Huntington and to encourage their continued employment in the event of any actual or threatened change-in-control of Huntington. The Executive Agreements are further described under Payments upon Termination of Employment or Change in Control below.

  120. Recently Completed PSU Performance Cycles

    Recently Completed PSU Performance Cycles 2020 – 2022 Cycle In April 2023, the HRCC determined the final award values for the PSU awards granted in 2020, which had a three-year performance cycle that ended on December 31, 2022. These awards were settled in shares of Huntington stock. The metric for this cycle was three-year relative ROTCE targeted at the 55th percentile performance for the selected peer group, subject to a minimum absolute ROTCE of 6%, adjusted for significant items by utilizing S&P Core ROTCE data for all companies. In addition, the performance was subject to an increase of up to 20% for revenue earned incremental to the budget from new sources intended to create shareholder value but not envisioned in the then current strategic initiatives when these PSUs were granted. During the period January 1, 2020 through December 31, 2022, relative ROTCE was above maximum performance, with absolute adjusted ROTCE at 17.87%. In addition, the incremental revenue generated resulted in application of the 20% award multiplier. Therefore, the final award results achieved were 150% x 20% which equaled a final award of 180% of target.

  121. 2020 – 2022 CYCLE (JANUARY 1, 2020 THROUGH DECEMBER 31, 2022)

    | Metric | Target | Result | | Relative ROTCE | 55th percentile performance for the selected peer group | 73.4th percentile | | Absolute ROTCE – Performance Threshold | 6% | 17.87% | | | Final Award | 180% of target |

  122. 2020 – 2022 CYCLE (JANUARY 1, 2020 THROUGH DECEMBER 31, 2022)

    2021 - 2023 Cycle December 31, 2023 marked the end of the three-year performance cycle for PSU awards granted in 2021. The HRCC expects to certify the results and determine the final values for these PSU awards in April 2024. The metric for this cycle was relative ROTCE targeted at the 55th percentile performance for the selected peer group with a minimum average absolute ROTCE of 6% required for payout with a potential adjustment for new revenue, all adjusted for significant items by utilizing S&P Core ROTCE data for all companies.

  123. Who is Involved in Compensation Design and Decisions

    | Role of HRCC | Role of Management | Role of Compensation Consultant | | The HRCC provides independent oversight of our executive compensation. The HRCC develops and approves our executive compensation with input from our management and the independent compensation consultant. From time to time, the HRCC consults with other committees of the Board and may obtain the approval of the full Board with respect to certain executive and Director compensation matters. | Our management provides information and may make recommendations to the HRCC with respect to the amount and form of executive compensation. Our CEO, CFO, and CHRO make recommendations to the HRCC when it sets specific financial measures and goals for determining incentive compensation. Our CEO and CHRO provide input and make recommendations to the HRCC regarding the performance and compensation of the CEO’s direct reports, which include the NEOs. The CEO and CHRO consult in advance with the chairs of the respective Board committees regarding recommendations for key control positions, such as the CRO, CCO, Credit Review Executive, and Chief Audit Executive. The CEO does not make recommendations to the HRCC regarding his own compensation. | The HRCC has engaged an independent compensation consultant, Pearl Meyer, to provide advice with respect to the amount and form of executive and director compensation. Services provided by the compensation consultant during 2023 included: review of our selected peer group, benchmark compensation and performance for the executive officers and the Board, analysis and assistance with proxy sections related to change-in-control payments and pay-versus-performance disclosure, establish total compensation guidelines, including targets for short- and long-term incentive plans, and modeling payouts under various performance scenarios, review of, and recommendations for changes to, the Director compensation program, research and presentation of market trends and practices related to incentive plan design and other executive compensation-related programs, evaluate and benchmark company-wide equity usage relative to peers, analyze and develop a recommendation for the 2024 share request, and review governance and regulatory practices as applicable to executive and director compensation, including development of the new Nasdaq compliant clawback policy. |

  124. Independent Compensation Consultant

    Independent Compensation Consultant The HRCC engaged Pearl Meyer, an independent compensation consulting firm, to provide advisory services related to executive and Director compensation. The individual consultant managing the relationship with Huntington (the compensation consultant) reports directly to the HRCC and is evaluated by the HRCC on an annual basis. The compensation consultant is available as needed for expert guidance and support, provides updates on emerging trends and best practices, and regularly attends meetings of the HRCC. Services provided by the compensation consultant during 2023 included reviewing our selected peer group, benchmarking compensation and performance, establishing total compensation guidelines, including targets for short- and long-term incentive plans and modeling payouts under various performance scenarios, evaluation and benchmarking company-wide equity usage relative to peers, analyzing and developing a recommendation for the 2024 share request, and reviewing governance and regulatory practices as applicable to executive and director compensation, including developing the new Nasdaq compliant clawback policy. During 2023, the compensation consultant did not provide any services other than advice and recommendations related to executive and Director compensation and related proxy disclosure.

  125. Independent Compensation Consultant

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 104 |

  126. Independent Compensation Consultant

    The HRCC received representations from the compensation consultant with respect to independence, including with respect to: the fees received by the compensation consulting firm from Huntington as a percentage of total revenue of the consulting firm; the policies or procedures maintained by the compensation consulting firm designed to prevent a conflict of interest; any business or personal relationship between the compensation consultant and any HRCC member; any business or personal relationship between the compensation consultant and our executive officers; and any Huntington stock owned by the compensation consultant. Based on review of these representations and the services provided by the compensation consultant, the HRCC determined that the compensation consultant is independent and that the consultant’s work has not created any conflicts of interest.

  127. Independent Compensation Consultant

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 105 |

  128. Procedures for Determining Executive Compensation

    Procedures for Determining Executive Compensation Although the HRCC makes independent determinations on all matters related to compensation of executive officers, certain members of management are requested to attend committee meetings and provide input to the HRCC. Input may be sought from the CEO, Human Resources, Legal, Finance, and Risk Management colleagues and others as needed to ensure the HRCC has the information and perspective it needs to carry out its duties. In particular, the HRCC will seek input from the CEO on matters relating to strategic objectives, Company performance goals, and input on his assessment of the other executive officers. The CHRO and representatives of Human Resources work with the Chair of the HRCC to ensure they have the background, information, and data needed to facilitate meetings. The HRCC also receives updates from the CFO and other members of executive management throughout the year as appropriate. The HRCC also meets with representatives of the Audit Committee and Risk Oversight Committee as appropriate in making determinations. The Chair of the Audit Committee is consulted when the HRCC certifies Company performance against the established incentive plan performance goals. The HRCC may delegate all or a portion of its duties and responsibilities to a subcommittee of the HRCC, or, if provided for in the terms of a particular compensation plan, to a management committee in accordance with the terms of such plan. The HRCC delegates some responsibilities to management to assist in development of design considerations, with permission to work with the HRCC’s compensation consultant to develop proposals for the HRCC’s consideration. The HRCC may not, however, delegate the determination of compensation for executive officers to management. From time to time, the HRCC may obtain the approval of the Board with respect to certain executive and Director compensation matters. The HRCC takes risk into account when determining compensation and supports an executive compensation philosophy that balances risk and reward with a mix of base pay, short-term incentives, and long-term incentives, with greater emphasis on long-term incentives. The HRCC’s role in the oversight of incentive compensation risk is discussed under The Board’s Role in Risk Oversight above.

  129. Market Referencing

    Market Referencing The HRCC regularly reviews peer and industry information concerning levels of compensation and performance as a competitive frame of reference. The HRCC uses this information and analysis as a benchmarking reference for setting pay opportunities and making pay decisions, such as changes to base salaries, annual incentive awards, and long-term incentive grants. A key source of information is a peer group of regional banks similar to Huntington in terms of size and business model. The peer banks are reviewed each year using an objective process recommended by the independent compensation consultant and approved by the HRCC. The process begins with the selection of U.S.-based publicly-traded commercial banks considering asset size as of the prior year-end. A few banks with relevant asset size are eliminated due to significant differences in business model. At the recommendation of the independent compensation consultant, the HRCC selected banks with asset sizes between 0.47x and 3.36x of the Company’s current asset size (approximately $84 billion to $601 billion), excluding banks that are non-commercial, distressed, or have significant business differences, including international presence or focus, unique headquarters locations, or a focus on different services. Preference is also given to banks in the current peer group or banks identified as our peers by third-party proxy advisors. Given the anticipated acquisition of First Horizon by TD Bank in the first quarter of 2023, we determined to remove First Horizon from the peer group for 2023. The resulting group remains consisting of ten bank holding companies; seven larger and three smaller in terms of total assets, positioning Huntington slightly below the median for asset size. The HRCC chose the ten peers to represent the most appropriate market comparators for Huntington in terms of industry and size. The independent compensation consultant also provided the HRCC with industry analysis reflective of Huntington’s size and business profile as appropriate to supplement the peer group data. This included utilizing size-adjusted comparisons representing data from companies that fell closest to our asset size, including market capitalization, employees, and number of branches.

  130. Annual Long-Term Incentive Award Grant Practices

    Annual Long-Term Incentive Award Grant Practices The 2018 Long-Term Incentive Plan permits the HRCC to designate a grant date effective following the date of its action. The HRCC has adopted a practice of granting equity awards on a pre-established date to avoid any appearance of coordination with the release of material non-public information. We grant our annual LTI awards in March in order to improve the incentive-setting process and better align with peers. Under the Company’s stock plan, fair market value is generally defined as the closing price on the applicable date. We prohibit the repricing of previously-granted stock options without shareholder approval.

  131. Annual Long-Term Incentive Award Grant Practices

    | Huntington Bancshares Incorporated 2024 Proxy Statement | 108 |

  132. Recoupment of Incentive Compensation

    | | any bonus or other cash incentive payment, including commissions, previously paid or payable, and | | | any equity compensation, vested or unvested (including without limitation, performance shares and PSUs, restricted stock and RSUs and stock options), and net proceeds of any exercised or vested equity awards. |

  133. Recoupment of Incentive Compensation

    | Tool | Compensation Covered | Conduct Covered | Consequence | | Long-Term Incentive Compensation | All equity awards made under the 2018 Long-Term Incentive Plan, except following a change in control. | A serious breach of conduct or solicitation of customers or potential customers with whom the participant had contact during the participant’s employment with us. | Termination of any outstanding vested or unvested award in whole or in part, or repayment of any benefit received if such conduct or activity occurs within three years following the exercise or payment of an award, and awards may be forfeited upon termination of employment for cause. | | Annual Incentive Compensation | Awards made under the Annual Incentive Plan. | Restatement of financial statements because of a material noncompliance with financial reporting requirements; taking of unnecessary or excessive risk, manipulation of earnings; or engaging in any misconduct described in the Misconduct Recoupment Policy. | Repayment of any amount previously paid in excess of what would have been paid under the restated financial statements or such other amount in accordance with the Dodd-Frank Act. | | Misconduct Recoupment Policy (Misconduct or Performance) | Any bonus or other cash incentive payment, including commissions, previously paid or payable and any equity compensation, vested or unvested, and net proceeds of any exercised or vested equity awards. | Misconduct, including fraud, intentional misconduct, gross negligence, or manipulation of earnings; and Performance, including taking of excessive risk outside the bounds of the Company’s risk governance structure. | Potential reimbursement or forfeiture of incentive compensation. | | Financial Restatement Compensation Recoupment Policy (Restatement of Financials) | Any incentive-based compensation received by covered executive officers on or after October 2, 2023, including any cash or equity or equity-based compensation (whether deferred or current) that is granted, earned, and/or vested based wholly or in part upon the achievement of a financial reporting measure, and any amounts that were determined based on incentive-based compensation. | Restatement of financial statements resulting from material noncompliance with financial reporting requirements under U.S. securities laws. | Repayment of all erroneously awarded compensation. | | Sarbanes-Oxley Act | Incentive compensation paid to the CEO and CFO only within the 12-month period following the release of financial information that subsequently was restated. | Misconduct resulting in required restatement of any financial reporting required under securities laws. | Reimbursement of bonus, incentive-based or equity-based compensation received within the 12-month period following the public release of financial information that was restated. | | Dodd-Frank Act | Incentive compensation during the three-year period preceding the date on which the restatement is required from any current or former executive officers or any other individual specified in the Dodd-Frank Act. | Restatement of any Company financial statements because of a material financial reporting violation. | Recovery of the amount in excess of the incentive compensation payable under the Company’s restated financial statements. |

  134. Summary Compensation 2023

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6)(7) | Total ($) | | Stephen D. Steinour Chairman, President and CEO | 2023 | 1,139,583 | — | 5,999,987 | — | 2,300,000 | 77,639 | 662,270 | 10,179,479 | | | 2022 | 1,100,000 | — | 5,499,988 | — | 3,410,000 | — | 474,987 | 10,484,975 | | | 2021 | 1,098,106 | — | 3,937,478 | 1,312,498 | 2,800,000 | — | 471,096 | 9,619,178 | | Zachary J. Wasserman Chief Financial Officer, Senior Executive Vice President | 2023 | 719,792 | 50,000 | 1,999,986 | — | 1,150,000 | — | 17,598 | 3,937,376 | | | 2022 | 671,875 | 50,000 | 1,999,980 | — | 1,400,000 | — | 8,644 | 4,130,499 | | | 2021 | 625,000 | 50,000 | 1,199,986 | 400,000 | 1,150,000 | — | 15,417 | 3,440,403 | | Brant J. Standridge President, Consumer & Regional Banking, Senior Executive Vice President | 2023 | 744,792 | 1,550,000 | 1,999,986 | — | 1,250,000 | — | 51,954 | 5,596,732 | | | 2022 | 513,542(8) | 120,000 | 4,573,872 | — | 1,750,000 | — | 113,262 | 7,070,676 | | Paul G. Heller Chief Technology & Operations Officer, Senior Executive Vice President | 2023 | 725,000 | — | 2,249,988 | — | 925,000 | — | 15,359 | 3,915,347 | | | 2022 | 687,500 | — | 2,249,992 | — | 1,400,000 | — | 8,644 | 4,346,136 | | | 2021 | 625,000 | — | 1,499,991 | 499,997 | 1,250,000 | — | 8,545 | 3,883,533 | | Scott D. Kleinman President, Commercial Banking, Senior Executive Vice President | 2023 | 689,583 | — | 1,799,984 | — | 900,000 | 25,094 | 21,870 | 3,436,531 | | | 2022 | 631,250 | — | 1,749,996 | — | 1,250,000 | — | 16,869 | 3,648,115 |

  135. Grants of Plan-Based Awards 2023

    Grants of Plan-Based Awards 2023 The table below sets forth potential opportunities for annual cash incentive awards under the MIP and awards of RSUs and PSUs for 2023.

  136. Grants of Plan-Based Awards 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock | All Other Option | | Grant Date Fair | | Name | Grant Date | Date of Board or Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards: Number of Shares of Stock or Units (#)(3) | Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Value of Stock and Option Awards ($)(4) | | Stephen D. Steinour | | | | | | | | | | | | | | Annual Incentive | | | 1,150,000 | 2,300,000 | 4,600,000 | | | | | | | | | PSUs | 3/1/2023 | 1/31/2023 | | | | 107,843 | 215,686 | 388,234 | | | | 3,299,996 | | RSUs | 3/1/2023 | 1/31/2023 | | | | | | | 176,470 | | | 2,699,991 | | Zachary J. Wasserman | | | | | | | | | | | | | | Annual Incentive | | | 450,521 | 901,041 | 1,802,082 | | | | | | | | | PSUs | 3/1/2023 | 1/31/2023 | | | | 32,679 | 65,359 | 117,646 | | | | 999,993 | | RSUs | 3/1/2023 | 1/31/2023 | | | | | | | 65,359 | | | 999,993 | | Brant J. Standridge | | | | | | | | | | | | | | Annual Incentive | | | 559,375 | 1,118,750 | 2,237,500 | | | | | | | | | PSUs | 3/1/2023 | 1/31/2023 | | | | 32,679 | 65,359 | 117,646 | | | | 999,993 | | RSUs | 3/1/2023 | 1/31/2023 | | | | | | | 65,359 | | | 999,993 | | Paul G. Heller | | | | | | | | | | | | | | Annual Incentive | | | 453,125 | 906,250 | 1,812,500 | | | | | | | | | PSUs | 3/1/2023 | 1/31/2023 | | | | 36,764 | 73,529 | 132,352 | | | | 1,124,994 | | RSUs | 3/1/2023 | 1/31/2023 | | | | | | | 73,529 | | | 1,124,994 | | Scott D. Kleinman | | | | | | | | | | | | | | Annual Incentive | | | 397,709 | 795,417 | 1,590,834 | | | | | | | | | PSUs | 3/1/2023 | 1/31/2023 | | | | 29,411 | 58,823 | 105,881 | | | | 899,992 | | RSUs | 3/1/2023 | 1/31/2023 | | | | | | | 58,823 | | | 899,992 |

  137. Grants of Plan-Based Awards 2023

    | (1) Each of the NEOs participated in the 2023 MIP. The award opportunities presented in the table represent the potential payout range based on percentages of salary at threshold, target, and maximum levels of corporate performance. Awards are subject to adjustment for individual and business unit performance and the discretion of the HRCC. Actual awards earned for 2023 are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Compensation.” The annual incentive plan is further explained in Executive Compensation Program Features — Compensation Outcomes for 2023 — Annual Incentive Award in the CD&A of this Proxy Statement. | | (2) Each of the NEOs received a PSU award in 2023. These columns reflect the potential number of PSUs to be vested upon satisfaction of the applicable performance conditions as of December 31, 2025, at threshold, target, and maximum performance. The vesting is subject to the NEO’s continued service through the vesting date. See Executive Compensation Program Features — Compensation Outcomes for 2023 — Long-Term Incentive Compensation in the CD&A of this Proxy Statement for a description of the terms of these awards. Any vested units will convert to shares of our common stock on a one-for-one basis. PSUs that do not vest will be forfeited. | | (3) The HRCC awarded RSUs to each of the NEOs vesting over a period of four years, with 50% of the award vesting on the third anniversary of the grant date, and 50% on the fourth anniversary of the grant date. Any vested units will convert to shares of our common stock on a one-for-one basis. RSUs that do not vest will be forfeited. | | (4) The amounts in this column are the grant date fair values, for accounting purposes, of the awards of PSUs (at target) and RSUs determined in accordance with FASB ASC Topic 718. |

  138. Grants of Plan-Based Awards 2023

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 114 |

  139. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth details about the unexercised stock options and unvested awards of RSUs and PSUs held by the NEOs as of December 31, 2023:

  140. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(6) | | Stephen D. Steinour | 5/1/2015 | 268,055 | 0 | 10.89 | 5/1/2025 | — | — | — | — | | | 5/1/2016 | 325,313 | 0 | 10.06 | 5/1/2026 | — | — | — | — | | | 5/1/2017 | 266,903 | 0 | 13.09 | 5/1/2027 | — | — | — | — | | | 5/1/2018 | 484,496 | 0 | 14.81 | 5/1/2028 | — | — | — | — | | | 5/1/2019 | 589,005 | 0 | 13.77 | 5/1/2029 | — | — | — | — | | | 5/1/2020 | 570,101 | 190,034 | 8.57 | 5/1/2030 | 62,437 | 794,203 | — | — | | | 3/26/2021 | 165,719 | 165,720 | 16.08 | 3/26/2031 | 73,512 | 935,068 | 363,883 | 4,628,598 | | | 3/1/2022 | — | — | — | — | 187,997 | 2,391,318 | 413,593 | 5,260,903 | | | 3/1/2023 | — | — | — | — | 184,258 | 2,343,760 | 405,368 | 5,156,282 | | Zachary J. Wasserman | 5/1/2020 | 52,787 | 52,787 | 8.57 | 5/1/2030 | 21,679 | 275,761 | — | — | | | 3/26/2021 | 50,505 | 50,505 | 16.08 | 3/26/2031 | 28,004 | 356,210 | 100,816 | 1,282,382 | | | 3/1/2022 | — | — | — | — | 75,958 | 966,182 | 136,724 | 1,739,127 | | | 3/1/2023 | — | — | — | — | 68,243 | 868,056 | 122,838 | 1,562,500 | | Brant J. Standridge | 4/11/2022 | — | — | — | — | 226,914 | 2,886,347 | — | — | | | 4/11/2022 | — | — | — | — | 105,214 | 1,338,320 | — | — | | | 3/1/2023 | — | — | — | — | 68,243 | 868,056 | 122,838 | 1,562,500 | | Paul G. Heller | 5/1/2017 | 74,733 | — | 13.09 | 5/1/2027 | — | — | — | — | | | 5/1/2018 | 135,658 | — | 14.81 | 5/1/2028 | — | — | — | — | | | 5/1/2019 | 176,701 | — | 13.77 | 5/1/2029 | — | — | — | — | | | 5/1/2020 | — | 63,345 | 8.57 | 5/1/2030 | 26,016 | 330,922 | — | — | | | 3/26/2021 | 63,131 | 63,131 | 16.08 | 3/26/2031 | 35,005 | 445,266 | 126,021 | 1,602,984 | | | 3/1/2022 | — | — | — | — | 85,453 | 1,086,962 | 153,815 | 1,956,531 | | | 3/1/2023 | — | — | — | — | 76,774 | 976,564 | 138,193 | 1,757,816 |

  141. Outstanding Equity Awards at Fiscal Year-End 2023

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 115 |

  142. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(6) | | Scott D. Kleinman | 5/1/2015 | 8,054 | — | 10.89 | 5/1/2025 | — | — | — | — | | | 5/1/2016 | 13,133 | — | 10.06 | 5/1/2026 | — | — | — | — | | | 5/1/2017 | 10,676 | — | 13.09 | 5/1/2027 | — | — | — | — | | | 5/1/2018 | 21,802 | — | 14.81 | 5/1/2028 | — | — | — | — | | | 5/1/2019 | 29,450 | — | 13.77 | 5/1/2029 | — | — | — | — | | | 5/1/2020 | 50,675 | 50,676 | 8.57 | 5/1/2030 | 20,812 | 264,734 | — | — | | | 2/26/2021 | — | — | — | — | 2,077 | 26,419 | — | — | | | 3/26/2021 | 50,505 | 50,505 | 16.08 | 3/26/2031 | 28,004 | 356,210 | 100,816 | 1,282,382 | | | 3/1/2022 | — | — | — | — | 66,464 | 845,416 | 119,634 | 1,521,749 | | | 3/1/2023 | — | — | — | — | 61,419 | 781,249 | 110,554 | 1,406,248 |

  143. Outstanding Equity Awards at Fiscal Year-End 2023

    | (1) Awards of stock options become exercisable in four equal annual increments from the date of grant date. | | (2) Represents the closing market price of our common stock on the date of the stock option award. | | (3) Awards of RSUs granted on May 1 each year through 2020, March 26, 2021, March 1, 2022, or March 1, 2023 vest over a period of four years, with 50% of the award vesting on the third anniversary of the grant date, and 50% on the fourth anniversary of the grant date. Awards of RSUs granted to Mr. Kleinman on February 26, 2021, as part of the Capital Markets Incentive Plan, vest in three equal increments over a period of three years commencing on the first anniversary of the grant date. 70% of the award of 209,827 RSUs granted on April 11, 2022 to Mr. Standridge in connection with his joining Huntington vests on the second anniversary of the grant date, and the remaining 30% vests on the third anniversary of the grant date. 20% of the award of 121,613 RSUs granted on April 11, 2022 to Mr. Standridge in connection with his joining Huntington vests on the first anniversary of the grant date, 20% vests on the second anniversary of the grant date, 40% vests on the third anniversary of the grant date, and 20% vests on the fourth anniversary of the grant date. Awards reflect the impact of dividends accrued on the award shares, which are not paid unless and until the awards vest, as applicable. | | (4) The market value of the awards of RSUs that have not yet vested was determined by multiplying the closing price of a share of Huntington common stock on December 29, 2023 ($12.72) by the number of units. | | (5) The PSUs reported in these columns will vest subject to achievement of the applicable performance goals as of the end of a three-year performance period. Each PSU is equal to one share of common stock. The number of PSUs and the market value reported were determined on the basis of achieving, 180% of target performance goals for the awards granted in 2021, 180% of target performance goals for the awards granted in 2022, and 180% of target performance goals for the awards granted in 2023. Performance for the PSUs granted on March 26, 2021 will be determined and certified by the HRCC in April 2024, and reflect the impact of dividend reinvestment. | | (6) The market value of the awards of PSUs that have not yet vested was determined by multiplying the closing price of a share of Huntington common stock on December 29, 2023 ($12.72) by the number of units. |

  144. Outstanding Equity Awards at Fiscal Year-End 2023

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 116 |

  145. Option Exercises and Stock Vested 2023

    Option Exercises and Stock Vested 2023 The table below sets forth the number of shares that were acquired upon the exercise of options and the vesting of RSUs in 2023. Also included are shares acquired from the vesting of PSU awards for the cycle that ended December 31, 2022. These shares were released on May 1, 2023. Not reflected are shares to be received for the three-year PSU performance cycle that ended on December 31, 2023, performance for which will be certified by the HRCC in April 2024.

  146. Option Exercises and Stock Vested 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Stephen D. Steinour | — | — | 605,024 | 7,698,912 | | Zachary J. Wasserman | — | — | 149,502 | 1,897,084 | | Brant J. Standridge | — | — | 24,322 | 291,162 | | Paul G. Heller | 63,344 | 210,619 | 191,658 | 2,440,098 | | Scott D. Kleinman | — | — | 154,241 | 1,979,775 |

  147. Option Exercises and Stock Vested 2023

    | (1) The value realized upon exercise of options reflects the difference between the market value of the shares on the exercise date and the exercise price of the options. The value realized upon vesting of stock awards (RSUs and PSUs) was determined by multiplying the number of shares by the market value on the vesting date. Mr. Steinour deferred 360,128 shares acquired upon vesting pursuant to the terms of the EDCP described below. |

  148. Option Exercises and Stock Vested 2023

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 117 |

  149. Nonqualified Deferred Compensation 2023

    Nonqualified Deferred Compensation 2023 The NEOs were eligible to defer compensation during 2023 under the EDCP, a nonqualified plan. An additional plan providing for deferral of compensation on a non-qualified basis was frozen as of December 31, 2019: the Huntington Supplemental Plan. For each NEO, information about participation in the EDCP and the Huntington Supplemental Plan is contained in the table below.

  150. Nonqualified Deferred Compensation 2023

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings (Loss) in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Stephen D. Steinour | | | | | | | EDCP | 3,957,807 | — | (1,080,558) | — | 42,306,116 | | Huntington Supplemental Plan | — | — | (46,346) | — | 1,195,880 | | Zachary J. Wasserman | | | | | | | EDCP | 35,990 | — | 36,610 | — | 160,665 | | Huntington Supplemental Plan | — | — | — | — | — | | Brant J. Standridge | | | | | | | EDCP | 111,719 | — | 13,493 | — | 125,212 | | Huntington Supplemental Plan | — | — | — | — | — | | Paul G. Heller | | | | | | | EDCP | 840,000 | — | 423,981 | — | 2,907,497 | | Huntington Supplemental Plan | — | — | (176) | — | 128,106 | | Scott D. Kleinman | | | | | | | EDCP | — | — | — | — | — | | Huntington Supplemental Plan | — | — | 2,820 | — | 24,877 |

  151. Nonqualified Deferred Compensation 2023

    | (1) The amounts shown in this column are included in the “Salary” column in the Summary Compensation Table for Messrs. Wasserman and Standridge. |

  152. Nonqualified Deferred Compensation 2023

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 118 |

  153. Pension Benefits 2023

    Pension Benefits 2023 The Retirement Plan and the SRIP were frozen as of December 31, 2013. Only colleagues hired before January 1, 2010, are eligible to participate in these plans. Messrs. Steinour and Kleinman are the only NEOs participating in these plans. The table below presents information for Messrs. Steinour and Kleinman under the Retirement Plan and the SRIP.

  154. Pension Benefits 2023

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Stephen D. Steinour | Retirement Plan | 5 | 163,121 | — | | | SRIP | 5 | 1,084,076 | — | | Scott D. Kleinman | Retirement Plan | 22.5 | 571,850 | — |

  155. Pension Benefits 2023

    | (1) Years of credited service reported in the table are the final years of credited service, frozen as of December 31, 2013. | | (2) This column reflects the actuarial present value of the NEO’s accumulated benefit under the Retirement Plan and the SRIP as of December 31, 2023. The valuation method used to determine the benefit figures shown, and all material assumptions applied, are discussed in Note 17 “Benefit Plans” of the Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2023. |

  156. Pension Benefits 2023

    Messrs. Wasserman, Standridge, and Heller were hired after January 1, 2010 and are not eligible to participate in the Retirement Plan or the SRIP. Eligibility for participation in the SRIP is limited to colleagues eligible to participate in the Retirement Plan who (a) have been nominated by the HRCC; and (b) earn compensation in excess of the limitation imposed by Code Section 401(a)(17) or whose benefit exceeds the limitation of Code Section 415(b). Benefits under both the Retirement Plan and the SRIP are based on levels of compensation and years of credited service. Benefits under the SRIP, however, are not limited by Code Sections 401(a)(17) and 415(b). Code Section 401(a)(17) limits the annual amount of compensation that may be taken into account when calculating benefits under the Retirement Plan. For 2023, this limit was $330,000. Code Section 415(b) limits the annual benefit amount that a participant may receive under the Retirement Plan. For 2023, this amount was $265,000. The benefit formula under the Retirement Plan was previously revised for benefits earned beginning on January 1, 2010. While the change did not affect the benefit earned under the Retirement Plan through December 31, 2009, there was a reduction in future benefits. The benefit earned in the Retirement Plan prior to January 1, 2010 is based on compensation earned in the five consecutive highest years of service. For service on and after January 1, 2010 and through December 31, 2013, the benefit earned in the Retirement Plan is based on compensation earned each year. For executives who are eligible for retirement or early retirement, the benefit earned in the SRIP is based on compensation earned in the five consecutive highest years of service and the Retirement Plan formula in effect on December 31, 2009. For executives who are not eligible for retirement or early retirement, the accrued benefit under the SRIP is based on the Retirement Plan formula in effect on and after January 1, 2010. Compensation consists of base salary and 50% of overtime, bonuses, incentives, and commissions paid pursuant to plans with a measurement period of one year or less. Bonuses are taken into account in the year paid rather than earned. A participant who is at least 55 years of age with at least 10 years of service may retire and receive an early retirement benefit, reduced to reflect the fact that they will be receiving payments over a longer period of time. Mr. Steinour is eligible for early retirement under the Retirement Plan and the SRIP. The years of credited service have been capped for participants to the actual years of service with us through December 31, 2013, the date the plans were frozen. The maximum years of credited service recognized by the Retirement Plan and the SRIP is 40. Benefit figures shown are computed on the assumption that participants retire at age 65, the normal retirement age specified in the plans. The normal form of benefit under the Retirement Plan is a life annuity. The Retirement Plan offers additional forms of distribution that are actuarially equivalent to the life annuity. Benefits with a present value greater than the applicable dollar limit under Code Section 402(g) ($22,500 for 2023) are paid from the SRIP in the form of a life annuity. The SRIP also offers additional forms of distribution that are actuarially equivalent to the life annuity. Benefits with a present value equal to or less than the applicable dollar limit under Code Section 402(g) are paid in the form of a lump sum distribution.

  157. Pension Benefits 2023

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 120 |

  158. Payments upon Termination of Employment or Change in Control

    Payments upon Termination of Employment or Change in Control Each of the NEOs has a change-in-control agreement with us referred to as an Executive Agreement. The purposes of these agreements are to encourage retention of our key executives and to provide protection from termination related to a change in control of our Company. These agreements do not include a “golden parachute” excise tax gross-up provision or a right to terminate employment as a result of a change-in-control. In addition, these agreements contain restrictions relating to the disclosure of confidential information and competing with Huntington (three-year non-competition for the CEO, and one-year non-competition for the other NEOs, post termination). Huntington has an employment agreement with Mr. Steinour pursuant to which Mr. Steinour will continue to serve as Huntington’s President and CEO through December 31, 2025. The agreement was entered into as of December 1, 2012, for an initial term that ended on December 31, 2016, subject to three-year renewal periods upon expiration of the initial term and each renewal term, unless either party gives timely notice of non-renewal. Mr. Steinour’s employment agreement provides for certain payments to him upon termination in certain situations other than a change in control. In addition, each of the NEOs has outstanding RSU and PSU awards that may be subject to accelerated vesting upon involuntary termination (not for cause), death, or disability.

  159. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” (“CAP”) and certain performance measures for the fiscal years listed below. The Compensation Discussion & Analysis (“CD&A”) describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.

  160. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 along with the required financial information required for each fiscal year:

  161. Pay Versus Performance Table

    | | Summary Compensation Table | Compensation Actually Paid to | Average Summary Compensation | Average Compensation Actually Paid to | Year-end value of $100 invested on 12/31/2019 in(5): | | | | | Year | Total for Stephen D. Steinour(1) ($) | Stephen D. Steinour(2)(3) ($) | Table Total for Non-CEO NEOs(4) ($) | Non-CEO NEOs(2)(3)(4) ($) | HBAN ($) | KBW Bank Index ($) | Net Income (in millions) ($) | Adjusted ROTCE(6) (%) | | 2023 | 10,101,840 | 6,345,581 | 4,215,223 | 3,327,271 | 102.96 | 96.65 | 1,951.0 | 19.4 | | 2022 | 10,484,973 | 9,855,778 | 4,790,298 | 4,874,793 | 108.06 | 97.52 | 2,238.0 | 21.5 | | 2021 | 9,619,178 | 21,563,268 | 4,985,771 | 7,855,544 | 113.00 | 124.06 | 1,295.0 | 19.1 | | 2020 | 8,007,682 | 6,524,537 | 3,181,470 | 3,637,101 | 88.94 | 89.69 | 817.0 | 8.9 |

  162. Pay Versus Performance Table

    | (1) Stephen D. Steinour has been Chairman, President, and CEO Huntington and President and CEO of Huntington Bank since January 2009. |

  163. Pay Versus Performance Table

    | (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |

  164. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | | Total Compensation from Summary Compensation Table | 10,101,840 | 4,215,223 | 10,484,973 | 4,790,298 | 9,619,178 | 4,985,771 | 8,007,682 | 3,181,470 | | Adjustments for Pension | | | | | | | | | | Adjustment Summary Compensation Table Pension | — | — | — | — | — | — | (203,536) | — | | Amount added for current year service cost | — | — | — | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | — | — | — | | Total Adjustments for Pension | — | — | — | — | — | — | (203,536) | — | | Adjustments for Equity Awards | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (5,999,987) | (2,012,486) | (5,499,987) | (2,643,460) | (5,249,976) | (899,994) | (4,499,995) | (1,374,990) | | Year-end fair value of unvested awards granted in the current year | 5,674,761 | 1,889,178 | 7,062,267 | 3,086,231 | 7,194,912 | 2,134,340 | 8,935,881 | 2,703,746 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (995,770) | (288,946) | (1,101,353) | (241,953) | 7,505,837 | 1,177,160 | (1,714,840) | (361,670) | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (2,435,263) | (475,699) | (1,090,122) | (116,323) | 2,493,318 | 458,266 | (4,000,655) | (511,456) |

  165. Pay Versus Performance Table

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 125 |

  166. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | — | — | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | — | — | — | | Total Adjustments for Equity Awards | (3,756,259) | (887,952) | (629,195) | 84,495 | 11,944,090 | 2,869,773 | (1,279,609) | 455,631 | | Compensation Actually Paid (as calculated) | 6,345,581 | 3,327,271 | 9,855,778 | 4,874,793 | 21,563,268 | 7,855,544 | 6,524,537 | 3,637,101 |

  167. Pay Versus Performance Table

    | (3) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: | | - Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date. | | - Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. | | - Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. | | - Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. | | - Represents annual dividend yield on each vest/FYE date. | | (3b) The following table illustrates the valuation assumptions as of the vesting date for awards that vested in each of 2020, 2021, 2022, and 2023. |

  168. Pay Versus Performance Table

    | | For Stock Options Vesting in | | | | | Weighted Average Fair Value Awards Vesting in | | | | | | 2023 | 2022 | 2021 | 2020 | | 2023 | 2022 | 2021 | 2020 | | Expected volatility | 41%–46% | 39%–46% | 38%–44% | 33%–35% | | | | | | | Expected dividend yield | 5.6%–5.8% | 4.0%–4.7% | 3.9% –4.1% | 7.0% | For Restricted Share and RSUs | $11.22 | $14.12 | $14.81 | $9.58 | | Expected term, in years | 3.0–4.0 | 3.0–4.5 | 3.0–4.5 | 3.0–4.5 | For Performance Share Awards | $10.99 | $13.15 | $15.32 | $8.57 | | Risk-free interest rate | 3.6%–3.9% | 2.6% –2.9% | .2% –.9% | .3% –.4% | | | | | |

  169. Pay Versus Performance Table

    | (3c) For FY21, Thomas Shafer and Michael Jones joined the Company through a mid-year acquisition and their values are calculated in line with the other NEOs with the initial value of their equity for FY21 effective 12/31/20 based on Huntington’s stock price. |

  170. Pay Versus Performance Table

    | (4) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: | | 2023: Zachary Wasserman, Paul Heller, Brant Standridge, Scott Kleinman. | | 2022: Zachary Wasserman, Paul Heller, Brant Standridge, Scott Kleinman. | | 2021: Zachary Wasserman, Paul Heller, Thomas Shafer, Michael Jones. | | 2020: Zachary Wasserman, Paul Heller, Andrew Harmening, Jana Litsey. |

  171. Pay Versus Performance Table

    | (5) Reflects return on $100 investment over 12/31/19-12/31/23, 12/31/19-12/31/22, 12/31/19-12/31/21, and 12/31/19-12/31/20 for 2023, 2022, 2021, and 2020, respectively. | | (6) Non-GAAP, see Appendix A to this proxy statement for more information. |

  172. Narrative Disclosure: Pay Versus Performance Table

    Narrative Disclosure: Pay Versus Performance Table The graphs below provide a description of CAP (as calculated in accordance with the SEC rules) and the following measures:

  173. Narrative Disclosure: Pay Versus Performance Table

    | | Huntington’s cumulative TSR and KBW Bank Index cumulative TSR; | | | Huntington’s Net Income; and | | | the Company Selected Measure, which for Huntington is Adjusted ROTCE. |

  174. Narrative Disclosure: Pay Versus Performance Table

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 127 |

  175. Pay Ratio Disclosure

    Pay Ratio Disclosure We are providing this disclosure pursuant to a rule adopted by the SEC implementing a mandate of the Dodd-Frank Act. The rule requires disclosure of the median annual total compensation of all employees, excluding the CEO, the annual total compensation of the CEO, and the ratio of these amounts. For purposes of this disclosure, annual total compensation for both the median employee and the CEO is determined in accordance with the definition of annual total compensation as disclosed in the Summary Compensation Table. In accordance with the rule, we determined a new median employee for 2023 following the departure of last year’s median employee who was selected in 2020. The median employee for 2023 was determined from among the Company’s employees (excluding the CEO) using a consistently applied compensation measure. The consistently applied compensation measure was 2023 W-2 Box 1 data as reflected in the Company’s payroll records for each employee (full-time, part-time, seasonal, or temporary, and on long-term leave, but excluding the CEO) employed as of December 31, 2023. The median employee serves as a Senior Fraud Investigator. The median employee’s annual total compensation for 2023 was determined for purposes of this disclosure. This ratio is a reasonable estimate calculated in a manner consistent with SEC Regulation S-K Item 402(u).

  176. Pay Ratio Disclosure

    | Median Employee Annual Total Compensation | $74,173 | | CEO Annual Total Compensation | $10,179,479 | | Ratio | 137:1 |

  177. Pay Ratio Disclosure

    | Huntington Bancshares Incorporated | 2024 Proxy Statement | 128 |