DEF 14A of Huntington Bancshares Inc /MD/, Mar 6, 2025

DEF 14A of Huntington Bancshares Inc /MD/

Filed Mar 6, 2025 · FY20240001308179-25-000044

Open on EDGAR

  1. 2025 Virtual Annual Shareholder Meeting

    | Report of the Human Resources and Compensation Committee | 89 | | Executive Compensation Tables | 90 | | Pay Versus Performance Disclosure | 104 | | Pay Ratio Disclosure | 107 | | Audit Matters | 108 | | Report of the Audit Committee | 110 | | Ownership of Voting Stock | 111 | | Security Ownership of Directors and Executive Officers | 111 | | Security Ownership of Certain Beneficial Owners | 112 | | Delinquent Section 16(a) Reports | 113 | | General Information on Voting and the Annual Meeting | 114 | | General Information About the Meeting | 114 | | Proposals by Shareholders for the 2026 Annual Meeting | 117 | | Recommendations for Directorship | 117 | | Other Matters | 118 | | Appendix A: Non-GAAP Reconciliation | 119 | | Adjusted EPS | 119 | | Adjusted Operating Leverage | 120 | | Adjusted ROTCE | 121 | | Pre-Provision Net Revenue (PPNR) | 122 | | Glossary | 123 |

  2. Information Highlights

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

  3. Information Highlights

    | Corporate Responsibility or Compensation Topic | Huntington’s Practice |

  4. Information Highlights

    | | Board Composition, Leadership, and Operations |

  5. Information Highlights

    | Number of Director nominees | 12 | | Substantially independent Director nominees | Yes, 83.3% of nominees are independent | | Independence of Audit Committee, HRCC, NESG Committee, Risk Oversight Committee members, and Technology Committee | 100% | | Combined Chairman/CEO | Yes | | Independent Lead Director with clearly defined authority and duties | Yes | | Average Director nominee age | 64 years as of April 16, 2025 | | Mandatory retirement age | 75 years unless an exception is made | | Average Director nominee tenure | 8 years as of April 16, 2025 | | Term limit | None | | Gender diversity on the Board | 3 nominees (25%) | | Racial/ethnic diversity on the Board | 3 nominees (25%) | | Overboarded Directors | No nominee serves on more than two other public company boards | | Board evaluations | Annual rigorous process, including a Board-level evaluation, committee-level evaluations, and one-on-one discussions between the independent Lead Director and each other Director; periodic use of a third party | | Director onboarding and ongoing education | Yes | | Director election voting standard | Majority of the votes cast for and against each nominee, with plurality carveout for contested elections | | Director election frequency | Annual | | Blank check preferred | Yes, but Huntington’s capital plan is submitted to the Federal Reserve | | Number of Board meetings held in 2024 | 14 | | Number of Board and committee meetings held in 2024 | 67 | | Average Board and committee meeting attendance in 2024 | 97.9% | | 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 risk appetite for the enterprise with key risks overseen by Board committees |

  6. Information Highlights

    | 8 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  7. Information Highlights

    | Proxy Summary Information Highlights | |

  8. Information Highlights

    | Corporate Responsibility or Compensation Topic | Huntington’s Practice |

  9. Information Highlights

    | | Shareholder Rights |

  10. 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 | Yes, exclusive federal forum for Securities Act of 1933 claims | | Fee shifting bylaw | No (prohibited by state law) |

  11. Information Highlights

    | | Other Governance Highlights |

  12. Information Highlights

    | Shareholder engagement | Ongoing throughout the year | | Council of Institutional Investors member | Yes | | Independent auditor | PwC (since 2015) |

  13. Information Highlights

    | | Corporate Responsibility Practices |

  14. Information Highlights

    | Board oversight of Corporate Responsibility | Yes | | Stakeholder assessment conducted | Yes | | Human Rights Statement | Yes | | Service Provider Code of Conduct | Yes | | SASB Index disclosed | Yes, included within our Corporate Responsibility Report | | PCAF member | Yes | | EEO-1 data disclosure | Yes, available on our website | | Pay Equity Comparison | Yes, included within our Corporate Responsibility Report |

  15. Information Highlights

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 9 |

  16. Information Highlights

    | | Proxy Summary Information Highlights |

  17. Information Highlights

    | Corporate Responsibility or Compensation Topic | Huntington’s Practice |

  18. Information Highlights

    | | Compensation and Human Resource Matters |

  19. Information Highlights

    | Succession planning for CEO and other executives | Yes, at least annually | | CEO pay ratio | 136:1 | | 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.(1) | | 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 |

  20. Director Nominee Key Facts

    Director Nominee Key Facts This year’s slate of nominees is comprised of a variety and balanced combination of backgrounds, experience, tenure, and other diversity attributes. We believe that Huntington’s Directors, both individually and as a group, possess the mixture of skills needed to oversee the Company and its operations both now and in the future.

  21. Director Nominee Demographic Characteristics

    Director Nominee Demographic Characteristics The Director nominees self-identified their demographic characteristics, which are represented in the following graphic. Note that some percentages may not equal 100% due to rounding.

  22. Director Nominee Demographic Characteristics

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 11 |

  23. Director Nominee Demographic Characteristics

    | | Proxy Summary Proposal Summaries |

  24. Director Nominee Demographic Characteristics

    In addition to demographic characteristics, Director nominees self-identified their skills, experiences, and expertise gained through their varied backgrounds and industries. The overall skills and experiences represented on the Board, as identified by the Director nominees, are demonstrated through the following charts. More detailed information about each nominee and the Board can be found within the Proposal 1 — Election of Directors section of this year’s Proxy Statement.

  25. Director Nominee Demographic Characteristics

    | 12 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  26. Director Nominee Demographic Characteristics

    | Proxy Summary Proposal Summaries | |

  27. Board Nominees

    Board Nominees A brief description of the nominees for the 2025 Annual Meeting is set forth below with ages as of April 16, 2025:

  28. Board Nominees

    | | Directors and Nominees | Age | Director Since | Huntington Board Committees | Other Current Public Company Directorships | | | Ann B. (Tanny) Crane President and CEO, Crane Group Company | 68 | 2010 | Audit Committee (Audit Committee Financial Expert) Community Development Committee (Chair) Executive Committee | | | | Rafael Andres Diaz-Granados Chairman and CEO, TransForce, Inc. | 52 | 2023 | Community Development Committee Risk Oversight Committee | | | | John C. (Chris) Inglis Former U.S. National Cyber Director | 70 | 2023 | NESG Committee Technology Committee | American International Group, Inc. | | | Katherine M.A. (Allie) Kline Founding Principal, LEO DIX | 53 | 2019 | NESG Committee Technology Committee | BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.) | | | Richard W. Neu Retired Chairman, MCG Capital Corporation | 69 | 2010 | Audit Committee (Chair) (Audit Committee Financial Expert) Executive Committee NESG Committee | Tempur Sealy International, Inc. | | | Kenneth J. Phelan Senior Advisor, Oliver Wyman, Inc. | 65 | 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 | 72 | 2003 | Executive Committee (Chair) NESG Committee (Chair) Risk Oversight Committee | | | | Teresa H. Shea President, Oplnet, LLC | 65 | 2024 | Technology Committee | | | | Roger J. Sit CEO, Global Chief Investment Officer, and Director, Sit Investment Associates, Inc. | 63 | 2021 | HRCC Risk Oversight Committee | | | | Stephen D. Steinour Chairman, President, and CEO, Huntington and President and CEO, Huntington Bank | 66 | 2009 | Executive Committee | Bath & Body Works, Inc. | | | Jeffrey L. Tate CFO, Dow Inc. | 55 | 2021 | Audit Committee (Audit Committee Financial Expert) | | | | Gary Torgow Chairman, Huntington Bank | 68 | 2021 | Community Development Committee | DTE Energy Company |

  29. Board Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 13 |

  30. Board Nominees

    | | Proxy Summary Proposal Summaries |

  31. Demographic Characteristics of the Nominees

    Demographic Characteristics of the Nominees The Board understands the importance of and is committed to maintaining a diverse group of Directors who can bring their unique and individual skills, experiences, talents, and points of view to the boardroom. Our nominees for directorship represent well-rounded skills, knowledge, experience, perspectives, and characteristics. All our nominees are seasoned leaders. We also have a mix of newer and longer-term Directors among the nominees. As of the 2025 Annual Meeting, the average tenure of our Director nominees will be approximately 8 years, and the nominees will range in age from 52 to 72 years.

  32. Demographic Characteristics of the Nominees

    | Gender & Racial/Ethnic Diversity | Average Tenure | | | | | Average Age | Independence | | | |

  33. Demographic Characteristics of the Nominees

    Note that some percentages may not equal 100% due to rounding. The Board does not have a formal policy regarding diversity. The Board believes that its membership should include a range of skills, experiences, talents, and points of view. By maintaining diversity within the boardroom, the Board is setting the tone at the top. The Corporate Governance Guidelines state that the NESG Committee will include highly qualified candidates who reflect a range of backgrounds in the pool from which nominees are chosen. The Board measures the success and efficacy of these practices by reviewing the composition of the Board on an ongoing basis.

  34. Demographic Characteristics of the Nominees

    | 18 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  35. Demographic Characteristics of the Nominees

    | Election of Directors | |

  36. Demographic Characteristics of the Nominees

    | Individual Director Nominee Characteristics | | | | | | | | | | | | | | | Crane | Diaz- Granados | Inglis** | Kline | Neu | Phelan | Porteous | Shea | Sit | Steinour | Tate | Torgow | | Skills & Experience | | | | | | | | | | | | | | Audit/Financial Reporting | | | | | | | | | | | | | | Client/Consumer Marketing, Branding & Communication | | | | | | | | | | | | | | Compensation & Human Capital Management | | | | | | | | | | | | | | Corporate Responsibility | | | | | | | | | | | | | | Financial Services | | | | | | | | | | | | | | Government, Public Policy & Regulatory | | | | | | | | | | | | | | Legal | | | | | | | | | | | | | | Public Company Executive | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | Strategic Planning/M&A | | | | | | | | | | | | | | Technology, Cybersecurity & Information Security | | | | | | | | | | | | | | Demographic Background* | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | | Tenure (Years) | 15 | 2 | 7** | 6 | 15 | 6 | 21 | 1 | 4 | 16 | 4 | 4 | | Total Number of Public Company Boards | 1 | 1 | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 2 | 1 | 2 | | Age (Years) | 68 | 52 | 70 | 53 | 69 | 65 | 72 | 65 | 63 | 66 | 55 | 68 |

  37. Demographic Characteristics of the Nominees

    | * The “as of” date reflects the date of the 2025 Annual Meeting. | | ** Mr. Inglis previously served on the Board from 2016 to 2021, which is included in his tenure. | | *** This matrix only includes those Directors who were nominated for election at the 2025 Annual Meeting by the NESG Committee and the Board. |

  38. Demographic Characteristics of the Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 19 |

  39. Demographic Characteristics of the Nominees

    | | Election of Directors |

  40. Demographic Characteristics of the Nominees

    The following are descriptions of the skills that the Board believes are critical to the effective oversight of the Company. We also describe how each impacts our Ambitions, Purpose, Vision, or Board oversight.

  41. Demographic Characteristics of the Nominees

    | | Audit/Financial Reporting | Prior experience working in finance, accounting, and/or audit, internally or externally, or otherwise qualifying as an Audit Committee Financial Expert. As a bank holding company with multiple subsidiaries and business lines, it is important to have Directors who understand auditing and financial reporting requirements. | | | | Client/Consumer Marketing, Branding & Communication | Experience leveraging technology to improve the customer experience online and in-store and driving omnichannel experiential initiatives. Customer marketing and branding experience with a digital mindset. We look out for people, and it is important to have Directors who understand the channels and strategies we use to connect to our customers. | | | | Compensation & Human Capital Management | Experience aligning compensation with strategy and performance, tying compensation to behaviors, and ensuring compensation plans do not encourage excessive risk taking. Experience developing a strong corporate culture and focusing on colleague engagement. Experience in human capital management. Looking out for people includes our colleagues, and having Directors with these skills helps ensure the Board is better able to oversee this area. | | | | Corporate Responsibility | Experience with Corporate Responsibility practices, from a sustainability, governance, and/or reporting perspective, with a focus on leadership in modern board practices and corporate governance. We are continually striving to further integrate and advance Corporate Responsibility throughout the Company. Having Directors who understand the different facets of Corporate Responsibility is important to the Board’s ability to oversee this rapidly changing field. | | | | Financial Services | Experience with capital markets or financial market products and services and an understanding of payment platforms, models, systems, and technology. Financial services remain at the heart of our Vision to become the country’s leading people-first, customer-centered bank. It is important to have Directors who can oversee how we realize our Vision. | | | | Government, Public Policy & Regulatory | Experience working closely with government officials at a local, state, or federal level; developing or leading public policy; or working in the government. Experience with regulators and regulatory issues. Banking and financial services are heavily regulated and are becoming more political in nature. Having Directors with this skill is important to the Board’s oversight. | | | | Legal | Significant experience as a lawyer at a firm, with the government, or as in-house counsel with a track record of assessing risk, implementing appropriate mitigation measures, and advising business clients. We have established an aggregate moderate-to-low risk appetite, and having Directors with a legal background helps us avoid and mitigate certain risks. | | | | Public Company Executive | CEO or other senior executive (direct report to CEO) of a publicly traded company. It is important to have proven leaders on the Board who can oversee the Company’s management team as they execute on our strategies and goals. | | | | Risk Management | Deep experience with enterprise risk management principles and concepts as well as experience managing risk at a large, complex organization. Risk and risk management plays a significant role in our industry. As such, we have established an aggregate moderate-to-low risk appetite, and we need Directors with experience in avoiding and mitigating risks. | |

  42. Demographic Characteristics of the Nominees

    | 20 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  43. Demographic Characteristics of the Nominees

    | Election of Directors | |

  44. Demographic Characteristics of the Nominees

    | | Strategic Planning/ M&A | Experience leading complex mergers, acquisitions, or divestitures and direct involvement in the integration of people, systems, data, and operations. Strategic planning is important for any company, including Huntington, and we must be able to seize opportunities as they come. It is important that we have Directors who are able to oversee our business development planning activities and evaluation of opportunities. | | | | Technology, Cybersecurity & Information Security | Knowledge in cybersecurity and information technology systems and developments, either through academia or industry experience. Experience leading technology strategy for a large organization or experience managing security risks at a large organization. | |

  45. Demographic Characteristics of the Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 21 |

  46. Demographic Characteristics of the Nominees

    | | Election of Directors |

  47. 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.

  48. Director Nominees

    | Ann B. (Tanny) Crane | | | Director since: 2010 Age: 68 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 Compensation & Human Capital Management Corporate Responsibility Financial Services Government, Public Policy & Regulatory Strategic Planning/M&A |

  49. Director Nominees

    | 22 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  50. Director Nominees

    | Election of Directors | |

  51. Director Nominees

    | Rafael Andres Diaz-Granados | | | Director since: 2023 Age: 52 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 (GE), 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. Served as a chairman of the board of Trachte LLC, from 2022 to 2024, 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Legal Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  52. Director Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 23 |

  53. Director Nominees

    | | Election of Directors |

  54. Director Nominees

    | John C. (Chris) Inglis | | | Director since: 2023; 2016-2021 Age: 70 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. Served as a member of the U.S. Cybersecurity and Infrastructure Security Agency Advisory Council. 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 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 DataBahn, Andesite AI, Claroty and Semperis, cybersecurity companies. He also serves on the Board of Trustees for The Mitre Corporation. 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 a bachelor’s degree in engineering mechanics from the U.S. Air Force Academy and 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: Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management Corporate Responsibility Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  55. Director Nominees

    | 24 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  56. Director Nominees

    | Election of Directors | |

  57. Director Nominees

    | Katherine M.A. (Allie) Kline | | | Director since: 2019 Age: 53 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 firm, since 2020. Executive Partner at Ethos Capital since 2024. Served as Executive Vice President 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. Her experience and expertise in strategy, marketing, and communications with companies in high growth stages or amidst data and technology transformations as well as M&A, innovation, and culture leadership make her a key member of the NESG Committee and the 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Public Company Executive Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  58. Director Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 25 |

  59. Director Nominees

    | | Election of Directors |

  60. Director Nominees

    | Richard W. Neu | | | Director since: 2010 Age: 69 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Public Company Executive Risk Management Strategic Planning/M&A |

  61. Director Nominees

    | 26 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  62. Director Nominees

    | Election of Directors | |

  63. Director Nominees

    | Kenneth J. Phelan | | | Director since: 2019 Age: 65 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 bachelor’s degree in business administration and finance from Old Dominion University, 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 |

  64. Director Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 27 |

  65. Director Nominees

    | | Election of Directors |

  66. Director Nominees

    | David L. Porteous | | | Director since: 2003 Age: 72 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Legal Risk Management Strategic Planning/M&A |

  67. Director Nominees

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  68. Director Nominees

    | Election of Directors | |

  69. Director Nominees

    | Teresa H. Shea | | | Director since: 2024 Age: 65 Committees: Technology Committee | 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. Leverages expertise through board service, advising Sandbox AQ, a leader in Quantum Science, and Altana, a premier provider of Supply Chain Security solutions. Actively contributes to the cybersecurity community as Co-Chair of the Cyber Guild Organization and the National Cryptologic Foundation Board, both non-profit organizations dedicated to advancing cybersecurity. Brings significant leadership and cybersecurity expertise in the intelligence and national defense industries, which makes her a valuable member of the Board and Technology Committee. 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. Other Prior Public Company Boards Within Five Years Served on the board of ZeroFox Holdings, Inc., an enterprise software-as-a-service company, from 2023 to 2024. Key Experience and Skills: Audit/Financial Reporting Client/Consumer Marketing, Branding & Communication Compensation & Human Capital Management Government, Public Policy & Regulatory Public Company Executive Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  70. Director Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 29 |

  71. Director Nominees

    | | Election of Directors |

  72. Director Nominees

    | Roger J. Sit | | | Director since: 2021 Age: 63 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. Served 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Risk Management Strategic Planning/M&A |

  73. Director Nominees

    | 30 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  74. Director Nominees

    | Election of Directors | |

  75. Director Nominees

    | Stephen D. Steinour | | | Director since: 2009 Age: 66 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 a member of the audit committee and as a member of the human capital and compensation 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Public Company Executive Risk Management Strategic Planning/M&A Technology, Cybersecurity & Information Security |

  76. Director Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 31 |

  77. Director Nominees

    | | Election of Directors |

  78. Director Nominees

    | Jeffrey L. Tate | | | Director since: 2021 Age: 55 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 |

  79. Director Nominees

    | 32 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  80. Director Nominees

    | Election of Directors | |

  81. Director Nominees

    | Gary Torgow | | | Director since: 2021 Age: 68 Committees: Community Development Committee Other Current Public Company Directorships: DTE Energy Company | Career Highlights Chairman of The Huntington National 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 and development company. Serves as a director of Blue Cross Blue Shield of Michigan, one of the state’s largest medical insurers. Mr. Torgow serves as the Chairman of the Business Leaders of Michigan, a roundtable of the top 100 CEOs and Chairpeople of the state’s leading companies. Serves as President of the Jewish Federation of Detroit and as a trustee for The Skillman Foundation and the Community Foundation for Southeast Michigan, two of Michigan’s largest philanthropic enterprises. Mr. Torgow is a recipient of the NAACP’s Lifetime Achievement Award and the Urban League’s Distinguished Warrior Award. 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, where he received the Distinguished Alumni Award. Holds honorary doctorates from Alma College and Eastern Michigan 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 Corporate Responsibility Financial Services Government, Public Policy & Regulatory Legal Public Company Executive Risk Management Strategic Planning/M&A |

  82. Director Nominees

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 33 |

  83. Director Nominees

    | | Election of Directors Compensation of Directors |

  84. 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.

  85. Compensation of Directors

    | 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. | | Additional Retainers | | | | Committee Chair Retainers | Committee Member Retainers | | | | | |

  86. Compensation of Directors

    | * An event fee is paid when, at Huntington’s request, a Director attends or participates in an event or meeting in their capacity as a Director. Such events could include conferences hosted by regulators, regional bank visits, or Huntington-sponsored training. | | ** A $2,000 per meeting fee is paid only when meetings exceed: 20 meetings in a calendar year for the Audit Committee and the Risk Oversight Committee; 8 meetings in a calendar year for all other committees; or 15 meetings in a calendar year for the Board. If the threshold for any committee (or the full Board) is not exceeded, then no meeting fee is paid for that meeting. |

  87. Compensation of Directors

    All fees payable in cash are paid in quarterly installments. A Director may defer all or a portion of the cash and equity compensation payable to the Director through participation in the Director Deferred Compensation Plan.

  88. Compensation of Directors

    | 34 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  89. Compensation of Directors

    | Election of Directors Compensation of Directors | |

  90. Director Compensation 2024

    Director Compensation 2024

  91. Director Compensation 2024

    | 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 ($) | | Alanna Y. Cotton | 123,000 | 137,496 | — | — | — | — | 260,496 | | Ann B. (Tanny) Crane | 154,500 | 137,496 | — | — | — | — | 291,996 | | Rafael Andres Diaz-Granados | 142,500 | 137,496 | — | — | — | — | 279,996 | | Gina D. France | 161,000 | 157,494 | — | — | — | — | 318,494 | | J. Michael Hochschwender | 147,500 | 137,496 | — | — | — | — | 284,996 | | John C. (Chris) Inglis | 123,000 | 137,496 | — | — | — | — | 260,496 | | Richard H. King | 123,000 | 137,496 | — | — | — | — | 260,496 | | Katherine M.A. (Allie) Kline | 123,000 | 137,496 | — | — | — | — | 260,496 | | Richard W. Neu | 173,000 | 157,494 | — | — | — | — | 330,494 | | Kenneth J. Phelan | 163,000 | 157,494 | — | — | — | — | 320,494 | | David L. Porteous | 286,000 | 137,496 | — | — | — | — | 423,496 | | Teresa H. Shea | 88,625 | 137,496 | — | — | — | — | 226,121 | | Roger J. Sit | 124,500 | 137,496 | — | — | — | — | 261,996 | | Jeffrey L. Tate | 117,000 | 137,496 | — | — | — | — | 254,496 | | Gary Torgow(1) | — | — | — | — | — | 2,856,592 | 2,856,592 |

  92. Director Compensation 2024

    | (1) The “All Other Compensation” column for Mr. Torgow includes a final advisory fee of $2.75 million paid to Mr. Torgow pursuant to his Letter Agreement, $52,948 related to Mr. Torgow’s use of a car and driver and security personnel provided by Huntington, representing the cost of fuel, salary, and overtime costs for the driver, and maintenance and depreciation on the vehicle, and $53,644 related to administrative support and use of office space. Pursuant to a Letter Agreement, dated December 13, 2020, by and between Mr. Torgow and Huntington, Mr. Torgow provides advisory services to Huntington, including advice on the development, strengthening, and growth of customer, community, and local government relationships. For these services, Director Torgow received previously disclosed cash payments. On May 31, 2024, Mr. Torgow and Huntington entered into a Side Letter extending the terms of the Letter Agreement for three years starting June 9, 2024 and terminating on June 9, 2027, which is the sixth year after the closing date of the TCF Merger. During the term of the Side Letter, Mr. Torgow is entitled to other benefits including (1) an executive administrative assistant, (2) a dedicated driver and security personnel for security purposes, and (3) other staff as requested and approved by the CEO. Pursuant to the terms of the Letter Agreement and Side Letter, 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, 2024, grants of 11,538 deferred stock units were made to the chairs of the Audit Committee, HRCC, and Risk Oversight Committee, and grants of 10,073 deferred stock units were made to each other Director under the 2024 Long-Term Incentive Plan. 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. |

  93. Director Compensation 2024

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 35 |

  94. Director Compensation 2024

    | | Election of Directors Compensation of Directors |

  95. Director Compensation 2024

    | (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, 2024, are set forth in the table below. |

  96. Director Compensation 2024

    | Name | Deferred Stock Awards Outstanding | | Alanna Y. Cotton | 68,879 | | Ann B. (Tanny) Crane | 166,935 | | Rafael Andres Diaz-Granados | 22,847 | | Gina D. France | 100,559 | | J. Michael Hochschwender | 97,099 | | John C. (Chris) Inglis | 22,847 | | Richard H. King | 40,048 | | Katherine M.A. (Allie) Kline | 76,239 | | Richard W. Neu | 197,329 | | Kenneth J. Phelan | 80,376 | | David L. Porteous | 183,566 | | Teresa H. Shea | 10,302 | | Roger J. Sit | 40,048 | | Jeffrey L. Tate | 40,048 |

  97. Director Compensation 2024

    | 36 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  98. Director Compensation 2024

    | Election of Directors Compensation of Directors | |

  99. Table of Contents

    | Who is Involved in Compensation Design and Decisions | 85 | | Independent Compensation Consultant | 85 | | Procedures for Determining Executive Compensation | 86 | | Market Referencing | 86 | | Other Policies and Practices | 87 | | Stock Ownership Requirements | 87 | | Hedging and Pledging Prohibition | 87 | | Annual Long-Term Incentive Award Grant Practices | 87 | | Recoupment of Incentive Compensation | 88 | | Recoupment Disclosure | 89 | | Tax and Accounting Considerations | 89 |

  100. 2024 Executive Compensation Elements

    2024 Executive Compensation Elements In 2024, the HRCC maintained the essential design of our 2023 compensation program, except that beginning in 2024, the Company phased out the PSU award modifier, which provided up to a 20% multiplier for new revenue earned incremental to the budget. The new revenue multiplier was originally implemented to drive and capture new sources of revenue not envisioned in strategic initiatives when the PSU was granted. Those strategic initiatives identified through this process have now been incorporated into regular revenue streams accounted for in our annual budget. The target total 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.

  101. 2024 Executive Compensation Elements

    | | Target Compensation Mix | | | | | CEO | Other NEOs(1) | Description | | | Base Salaries | | | | | | | Fixed component representing 12% of aggregate total target compensation for our CEO and 22% 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 (LTIP) | | | | | | | Awards of long-term incentive (LTI) grants comprised of: PSUs (55% for CEO, 50% for other NEOs; based on Relative and Absolute ROTCE(2))(3) RSUs (45% for CEO, 50% for other NEOs) |

  102. Strong Financial and Operational Performance of Compensation Metrics

    | Strategic Business Objective | Compensation Component or Metric | 2024 Actual Results | | Aligning pay with performance | Adjusted EPS Performance measure for annual incentive | $1.25(1) | | Focusing on quality revenue | Adjusted PPNR Earnings Growth Performance measure for annual incentive | 2.04%(1) | | Managing expense growth | Adjusted Operating Leverage Performance measure for annual incentive | 4.2%(1) | | Achieving long-term profitable growth and returns | Adjusted ROTCE Performance measure for performance share units | 16.0%(1) |

  103. 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.

  104. 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 that we believe creates long-term shareholder value while balancing risk and reward through 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 delivery of 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). The PLQ is based on a combination of quantitative and qualitative measures and is intended to drive strong people-leader behaviors to drive performance and the development of an 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 relative contributions. Base salaries and incentive targets are the primary means for differentiating compensation opportunities to reflect executive role and scope of responsibility.

  105. 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 risk appetite | We monitor our programs, controls, and governance practices for consistency with our aggregate moderate-to-low risk appetite. See Risk Assessment of Incentive Compensation | | Assure appropriate positioning in the market | Our target pay levels are designed to be competitive with market practice. | | Reflect internal equity | We differentiate compensation by individual, reflecting their role, experience, performance, and expected contributions. |

  106. Key Compensation and Governance Practices

    | What We Do | | | | Significant stock ownership policy applicable to executive officers and next level executives receiving equity awards to reinforce alignment between shareholders and senior management | | | Significant emphasis on performance-based compensation, with the majority dependent upon long-term performance | | | Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner | | | All incentive compensation, including vested and paid compensation, is subject to robust recoupment policies that allow us to recover certain vested or unvested incentive compensation in the event of inappropriate risk taking or a financial restatement | | | PSUs comprise 55% of total annual LTI grant value for CEO and 50% for other NEOs for 2024(1) | | | Annual equity-based awards made on a pre-established date to avoid any appearance of coordination with the release of material non-public information | | | Independent compensation consultant provides expert guidance and support to the HRCC | | | Shareholder engagement to exchange viewpoints with our investors | | | Annual assessment of compensation programs to compare them to those of our peers and market best practices | | | Limited perquisites representing a small component of compensation | | | Annual risk assessment of incentive compensation plans |

  107. Key Compensation and Governance Practices

    | What We Don’t Do | | | | No repricing of previously-granted stock options without shareholder approval | | | No perquisite or excise tax gross-ups upon change in control | | | No single-trigger vesting of equity awards upon change in control | | | No hedging or pledging of Huntington securities by executives or Directors | | | No dividend or dividend equivalents paid on equity grants prior to vesting | | | No incentive plans encourage excessive risk-taking |

  108. Key Compensation and Governance Practices

    | (1) Beginning in 2025, PSUs comprise 60% of total annual LTI grant value for CEO and 55% for the other NEOs. |

  109. Risk Assessment of Incentive Compensation

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

  110. Components of 2024 Compensation

    | | CEO Targeted Direct Compensation | Other NEO Targeted Direct Compensation (Average) | 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 |

  111. Timing of Compensation Decisions

    | | Annual incentives based on 2024 performance are reported under the “Non-Equity Incentive Plan Compensation” column. | | | Annual long-term incentives granted during the year are reported as equity awards under the “Stock Awards” column. |

  112. Annual Incentive Award

    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 2024, the CEO’s target incentive was equal to 200% of his base salary. For the other participating NEOs, the 2024 MIP target was equal to 110% - 150% of base salary earned during the year. These targets were determined to be market competitive based on Huntington’s asset size.

  113. Annual Incentive Award

    | 2024 MIP Target | | | CEO | 200% of base salary | | Other NEOs | 110%- 150% of base salary |

  114. 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 |

  115. Metrics and Performance

    For the 2024 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 reflect the outlook for the upcoming year, and the targets in 2024 factored in market uncertainty and volatility, a falling yield curve, and expense investments to drive long-range plan results in key growth areas including the addition of new commercial verticals and expansion into new geographies in the Carolinas and Texas. With these considerations, 2024 targets for EPS and Operating Leverage were set lower than 2023 actual results. For each metric, the HRCC determined a threshold, target, and maximum level of achievement based on the Company’s operating plan for 2024, 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.

  116. 2024 Performance Awards Results

    | Activity Adjusted for | Adjustment to Financial Performance | | Org. Transformation/Severance Related Expenses and CRE Consolidation | $18.4 million | | FDIC Special Assessment | $27.8 million | | Securities Repositioning | $20.6 million | | Mezzanine Investment Gains | $(3.7) million | | Net Adjustment (pre-tax) | $63.1 million |

  117. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  118. 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 based on a holistic approach that includes Company performance, individual performance and 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.

  119. RANGE FOR POTENTIAL EQUITY GRANTS

    RANGE FOR POTENTIAL EQUITY GRANTS

  120. RANGE FOR POTENTIAL EQUITY GRANTS

    | | Percentage of Base Salary | | | | Position | Threshold | Target | Maximum | | CEO | 262.5% | 525.0% | 1,050.0% | | Other NEOs (vary by role) | 110.0%-125.0% | 220.0%-250.0% | 440.0%-500.0% |

  121. Determination of individual LTI Grants

    Determination of individual LTI Grants The HRCC independently evaluated the CEO’s performance for the purpose of determining a 2024 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 the holistic approach that included Company performance, 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 2024 for the NEOs (other than the CEO) as recommended by the CEO.

  122. LTI Grant Vehicles

    LTI Grant Vehicles For the 2024 annual LTI grants, management proposed, and the HRCC approved, the strategy set forth below:

  123. 2024 Long-Term Incentive Program Highlights

    2024 Long-Term Incentive Program Highlights

  124. 2024 Long-Term Incentive Program Highlights

    | Vehicle | % of Total LTI Value | | Key Design Features | | | CEO | Other NEOs | | | PSUs(1) | | | Performance Measurement Period: 3 years Performance Measures: Relative ROTCE Absolute ROTCE Performance Threshold Share Payout Range: 0-150% of target | | RSUs | | | Vesting: 50% after year 3 and 50% after year 4 |

  125. 2024 Long-Term Incentive Program Highlights

    | (1) Beginning in 2025, PSUs comprise 60% of total annual LTI grant value for CEO and 55% for the other NEOs. |

  126. 2024 Long-Term Incentive Program Highlights

    | 76 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  127. 2024 Long-Term Incentive Program Highlights

    | Compensation of Executive Officers Compensation Discussion & Analysis | |

  128. PSUs — Performance Metrics

    PSUs — Performance Metrics With assistance from the independent consultant, the HRCC selected ROTCE, the same metric used in 2023, as the metric for the 2024 PSU grant, measured on both a relative and an absolute basis.

  129. Why We Use ROTCE as the PSU Metric

    Why We Use ROTCE as the PSU Metric

  130. 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. |

  131. Why We Use ROTCE as the PSU Metric

    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 2024 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. Beginning in 2024, the Company phased out the award modifier, which provided up to a 20% multiplier for new revenue earned incremental to the budget. The new revenue multiplier was originally implemented to drive and capture new sources of revenue not envisioned in strategic initiatives when the PSU was granted. Those strategic initiatives identified through this process have now been incorporated into regular revenue streams accounted for in our annual budget. 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 Long-Term Incentive Plans.

  132. Why We Use ROTCE as the PSU Metric

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

  133. Why We Use ROTCE as the PSU Metric

    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, was consistent with the design of PSUs awarded in 2023 except for the sunset of the 20% new revenue modifier, and determined to be within competitive market practice, and reasonable from an annual share run rate and dilution perspective.

  134. 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.

  135. 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.

  136. 2024 Compensation Decisions for Each Named Executive Officer

    | (1) In order to further incentivize Mr. Wasserman’s retention as a key leader, he received an additional LTI grant valued at $500,000 which was made at the same time as his annual LTI award (March 1, 2024), and is included in the LTI award value above. This grant is subject to the same award mix of RSUs and PSUs, vesting schedule, terms, and conditions as his annual LTI award. In aggregate, the value of these two awards was within the annual LTIP award opportunity range. |

  137. 2024 Compensation Decisions for Each Named Executive Officer

    | (1) In order to further incentivize Mr. Standridge’s retention as a key leader, he received an additional LTI grant valued at $600,000 which was made at the same time as his annual LTI award (March 1, 2024), and is included in the LTI award value above. This grant is subject to the same award mix of RSUs and PSUs, vesting schedule, terms, and conditions as his annual LTI award. In aggregate, the value of these two awards was within the annual LTIP award opportunity range. |

  138. 2024 Compensation Decisions for Each Named Executive Officer

    | (1) In connection with her joining Huntington and to compensate her for certain cash and equity payments and benefits that Ms. Hingst forfeited as a result of accepting the opportunity with Huntington, Ms. Hingst received a $875,000 cash signing bonus, $125,000 of which was paid in 2023 and $750,000 of which was paid in 2024, and a one-time grant of 233,644 RSUs, with 40% vesting on the first anniversary of the grant date, 40% vesting on the second anniversary of the grant date, and 20% on the third anniversary of the grant date, subject to repayment in the event of a voluntary termination of employment within 24 months of joining the Company. Ms. Hingst also received $550,000 cash payment in 2023 and $550,000 RSU award in 2024 to compensate her for bonus payments forfeited as a result of accepting the opportunity with Huntington. |

  139. 2024 Compensation Decisions for Each Named Executive Officer

    | (1) In order to further incentivize Mr. Kleinman’s retention as a key leader, he received an additional LTI grant valued at $400,000 which was made at the same time as his annual LTI award (March 1, 2024), and is included in the LTI award value above. This grant is subject to the same award mix of RSUs and PSUs, vesting schedule, terms, and conditions as his annual LTI award. In aggregate, the value of these two awards was within the annual LTIP award opportunity range. |

  140. Recently Completed PSU Performance Cycles

    Recently Completed PSU Performance Cycles 2021 – 2023 Cycle In April 2024, the HRCC determined the final award values for the PSU awards granted in 2021, which had a three-year performance cycle that ended on December 31, 2023. 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 an average annual 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 revenue 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, 2021 through December 31, 2023, relative ROTCE was above maximum performance, with absolute adjusted ROTCE at 21.38%. In addition, the incremental revenue generated resulted in application of a 10% award multiplier. Therefore, the final award results achieved were 150% x 10% which equaled a final award of 165% of target.

  141. 2021 – 2023 CYCLE (JANUARY 1, 2021 THROUGH DECEMBER 31, 2023)

    | Metric | Target | Result | | Relative ROTCE | 55th percentile performance for the selected peer group | 74.6th percentile | | Absolute ROTCE – Performance Threshold | 6% | 21.38% | | | Final Award | 165% of target |

  142. 2021 – 2023 CYCLE (JANUARY 1, 2021 THROUGH DECEMBER 31, 2023)

    2022 – 2024 Cycle December 31, 2024 marked the end of the three-year performance cycle for PSU awards granted in 2022. The HRCC expects to certify the results and determine the final values for these PSU awards in March 2025. 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.

  143. 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, Chief Credit Officer, Credit Review Director, Controller, and Chief Auditor. 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. 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. |

  144. 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. Services provided by the compensation consultant during 2024 included: reviewing our selected peer group; benchmarking compensation and performance for executive officers and the Board; establishing total compensation guidelines, including targets for short- and long-term incentive plans and modeling payouts under various performance scenarios; analysis and assistance with proxy sections related to change-in-control payments and pay versus performance disclosure; 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; evaluation and benchmarking company-wide equity usage relative to peers; analyzing and developing a recommendation for the 2024 share request that was approved by shareholders at the 2024 annual meeting; and reviewing governance and regulatory practices as applicable to executive and director compensation. During 2024, the compensation consultant did not provide any services other than advice and recommendations related to executive and Director compensation and related proxy disclosure. 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 a 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.

  145. Independent Compensation Consultant

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 85 |

  146. Independent Compensation Consultant

    | | Compensation of Executive Officers Compensation Discussion & Analysis |

  147. 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.

  148. 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 approximately $86 billion to $668 billion (as of September 30, 2023), excluding banks that are non-commercial, distressed, or have significant business differences, including international presence or focus, unique headquarter 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. We determined that all ten peers remain appropriate to preserve current group stability. The peer group consists 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.

  149. Annual Long-Term Incentive Award Grant Practices

    Annual Long-Term Incentive Award Grant Practices The 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.

  150. Annual Long-Term Incentive Award Grant Practices

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 87 |

  151. Annual Long-Term Incentive Award Grant Practices

    | | Compensation of Executive Officers Compensation Discussion & Analysis |

  152. 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. |

  153. Recoupment of Incentive Compensation

    | Tool | Compensation Covered | Conduct Covered | Consequence | | Long-Term Incentive Compensation | All equity awards made under the Long-Term Incentive Plans, 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. |

  154. Summary Compensation 2024

    | 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 | 2024 | 1,150,000 | — | 5,999,994 | — | 2,420,000 | — | 455,669 | 10,025,663 | | | 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 | | Zachary J. Wasserman Chief Financial Officer, Senior Executive Vice President | 2024 | 744,792 | — | 2,349,986 | — | 1,100,000 | — | 8,772 | 4,203,550 | | | 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 | | Brant J. Standridge President, Consumer & Regional Banking, Senior Executive Vice President | 2024 | 750,000 | — | 2,499,998 | — | 1,300,000 | — | 8,772 | 4,558,770 | | | 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 | | Marcy C. Hingst General Counsel, Senior Executive Vice President | 2024 | 700,000 | 750,000 | 2,099,985 | — | 800,000 | — | 16,167 | 4,366,152 | | Scott D. Kleinman President, Commercial Banking, Senior Executive Vice President | 2024 | 700,000 | — | 1,999,998 | — | 800,000 | 16,743 | 12,604 | 3,529,345 | | | 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 |

  155. Grants of Plan-Based Awards 2024

    Grants of Plan-Based Awards 2024 The table below sets forth potential opportunities for annual cash incentive awards under the MIP and awards of RSUs and PSUs for 2024.

  156. Grants of Plan-Based Awards 2024

    | | | Date of Board or Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Stephen D. Steinour | | | | | | | | | | | | | | Annual Incentive | | | 1,150,000 | 2,300,000 | 4,600,000 | | | | | | | | | PSUs | 3/1/2024 | 1/31/2024 | | | | 127,413 | 254,826 | 382,239 | | | | 3,299,997 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 208,494 | | | 2,699,997 | | Zachary J. Wasserman | | | | | | | | | | | | | | Annual Incentive | | | 465,810 | 931,620 | 1,863,239 | | | | | | | | | PSUs | 3/1/2024 | 1/31/2024 | | | | 35,714 | 71,428 | 107,142 | | | | 924,993 | | PSUs | 3/1/2024 | 1/31/2024 | | | | 9,652 | 19,305 | 28,957 | | | | 250,000 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 71,428 | | | 924,993 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 19,305 | | | 250,000 | | Brant J. Standridge | | | | | | | | | | | | | | Annual Incentive | | | 562,500 | 1,125,000 | 2,250,000 | | | | | | | | | PSUs | 3/1/2024 | 1/31/2024 | | | | 36,679 | 73,359 | 110,038 | | | | 949,999 | | PSUs | 3/1/2024 | 1/31/2024 | | | | 11,583 | 23,166 | 34,749 | | | | 300,000 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 73,359 | | | 949,999 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 23,166 | | | 300,000 | | Marcy C. Hingst | | | | | | | | | | | | | | Annual Incentive | | | 385,000 | 770,000 | 1,540,000 | | | | | | | | | PSUs | 3/1/2024 | 1/31/2024 | | | | 29,922 | 59,845 | 89,767 | | | | 774,993 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 59,845 | | | 774,993 | | RSUs | 3/1/2024 | 10/17/2023 | | | | | | | 42,471 | | | 549,999 | | Scott D. Kleinman | | | | | | | | | | | | | | Annual Incentive | | | 402,500 | 805,000 | 1,610,000 | | | | | | | | | PSUs | 3/1/2024 | 1/31/2024 | | | | 30,888 | 61,776 | 92,664 | | | | 799,999 | | PSUs | 3/1/2024 | 1/31/2024 | | | | 7,722 | 15,444 | 23,166 | | | | 200,000 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 61,776 | | | 799,999 | | RSUs | 3/1/2024 | 1/31/2024 | | | | | | | 15,444 | | | 200,000 |

  157. Grants of Plan-Based Awards 2024

    | (1) Each of the NEOs participated in the 2024 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 2024 are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Plan Compensation.” The annual incentive plan is further explained in Executive Compensation Program Features — Compensation Outcomes for 2024 —Annual Incentive Award in the CD&A of this Proxy Statement. | | (2) Each of the NEOs received a PSU award in 2024. These columns reflect the potential number of PSUs to be vested upon satisfaction of the applicable performance conditions as of December 31, 2026, 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 2024 — 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. |

  158. Grants of Plan-Based Awards 2024

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 93 |

  159. Grants of Plan-Based Awards 2024

    | | Compensation of Executive Officers Executive Compensation Tables |

  160. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 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, 2024:

  161. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | 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 | — | 10.89 | 5/1/2025 | — | — | — | — | | | 5/1/2016 | 325,313 | — | 10.06 | 5/1/2026 | — | — | — | — | | | 5/1/2017 | 266,903 | — | 13.09 | 5/1/2027 | — | — | — | — | | | 5/1/2018 | 484,496 | — | 14.81 | 5/1/2028 | — | — | — | — | | | 5/1/2019 | 589,005 | — | 13.77 | 5/1/2029 | — | — | — | — | | | 5/1/2020 | 760,135 | — | 8.57 | 5/1/2030 | — | — | — | — | | | 3/26/2021 | 248,579 | 82,860 | 16.08 | 3/26/2031 | 38,474 | 625,969 | — | — | | | 3/1/2022 | — | — | — | — | 196,784 | 3,201,675 | 432,925 | 7,043,688 | | | 3/1/2023 | — | — | — | — | 192,870 | 3,138,000 | 424,316 | 6,903,614 | | | 3/1/2024 | — | — | — | — | 215,640 | 3,508,466 | 395,340 | 6,432,188 | | Zachary J. Wasserman | 5/1/2020 | 105,574 | — | 8.57 | 5/1/2030 | — | — | — | — | | | 3/26/2021 | 75,757 | 25,253 | 16.08 | 3/26/2031 | 14,657 | 238,470 | — | — | | | 3/1/2022 | — | — | — | — | 79,508 | 1,293,596 | 143,115 | 2,328,473 | | | 3/1/2023 | — | — | — | — | 71,433 | 1,162,218 | 128,580 | 2,091,992 | | | 3/1/2024 | — | — | — | — | 73,876 | 1,201,966 | 110,814 | 1,802,949 | | | 3/1/2024 | — | — | — | — | 19,967 | 324,858 | 29,950 | 487,287 | | Brant J. Standridge | 4/11/2022 | — | — | — | — | 71,257 | 1,159,354 | — | — | | | 4/11/2022 | — | — | — | — | 82,600 | 1,343,895 | — | — | | | 3/1/2023 | — | — | — | — | 71,433 | 1,162,218 | 128,580 | 2,091,992 | | | 3/1/2024 | — | — | — | — | 75,873 | 1,234,460 | 113,810 | 1,851,690 | | | 3/1/2024 | — | — | — | — | 23,960 | 389,830 | 35,940 | 584,744 | | Marcy C. Hingst | 11/1/2023 | — | — | — | — | 146,740 | 2,387,452 | — | — | | | 3/1/2024 | — | — | — | — | 43,927 | 714,688 | — | — | | | 3/1/2024 | — | — | — | — | 61,896 | 1,007,051 | 92,844 | 1,510,577 |

  162. Outstanding Equity Awards at Fiscal Year-End 2024

    | 94 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  163. Outstanding Equity Awards at Fiscal Year-End 2024

    | Compensation of Executive Officers Executive Compensation Tables | |

  164. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | 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 | — | — | — | — | | | 3/26/2021 | 75,757 | 25,253 | 16.08 | 3/26/2031 | 14,657 | 238,470 | — | — | | | 3/1/2022 | — | — | — | — | 69,570 | 1,131,906 | 125,226 | 2,037,431 | | | 3/1/2023 | — | — | — | — | 64,290 | 1,045,994 | 115,722 | 1,882,789 | | | 3/1/2024 | — | — | — | — | 63,893 | 1,039,546 | 95,840 | 1,559,318 | | | 3/1/2024 | — | — | — | — | 15,973 | 259,886 | 23,960 | 389,830 |

  165. Outstanding Equity Awards at Fiscal Year-End 2024

    | (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 March 26, 2021, March 1, 2022, March 1, 2023, or March 1, 2024 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. Seventy percent 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. Twenty percent 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. Ms. Hingst was awarded 233,644 RSUs effective 11/1/2023 in connection with her joining Huntington vesting 40% on the first anniversary date, 40% on the second anniversary date, and 20% on the third anniversary date and 42,471 RSUs were awarded effective 3/1/2024, vesting ratably over a three year period. Messrs. Kleinman, Standridge, and Wasserman were each awarded retention RSU and PSU awards effective 3/1/2024 in tandem with each annual 2024 RSU and PSU award. | | (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 31, 2024 ($16.27) 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 2022 and 2023, and 150% of target performance goals for the awards granted in 2024. Performance for the PSUs granted on March 1, 2022 will be determined and certified by the HRCC in March 2025, 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 31, 2024 ($16.27) by the maximum number of units. |

  166. Outstanding Equity Awards at Fiscal Year-End 2024

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 95 |

  167. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Compensation of Executive Officers Executive Compensation Tables |

  168. Option Exercises and Stock Vested 2024

    Option Exercises and Stock Vested 2024 The table below sets forth the number of shares that were acquired upon the exercise of options and the vesting of RSUs in 2024. Also included are shares acquired from the vesting of PSU awards for the cycle that ended December 31, 2023. These shares were released on May 1, 2024. Not reflected are shares to be received for the three-year PSU performance cycle that ended on December 31, 2024, performance for which will be certified by the HRCC in March 2025.

  169. Option Exercises and Stock Vested 2024

    | | 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 | — | — | 442,913 | 5,826,019 | | Zachary J. Wasserman | — | — | 131,103 | 1,727,479 | | Brant J. Standridge | — | — | 189,488 | 2,556,197 | | Marcy C. Hingst | — | — | 97,825 | 1,514,336 | | Scott D. Kleinman | 101,351 | 927,362 | 132,293 | 1,742,162 |

  170. Option Exercises and Stock Vested 2024

    | (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. |

  171. Option Exercises and Stock Vested 2024

    | 96 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  172. Option Exercises and Stock Vested 2024

    | Compensation of Executive Officers Executive Compensation Tables | |

  173. Nonqualified Deferred Compensation 2024

    Nonqualified Deferred Compensation 2024 The NEOs were eligible to defer compensation during 2024 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.

  174. Nonqualified Deferred Compensation 2024

    | 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 | — | — | 14,165,413 | — | 56,471,529 | | Huntington Supplemental Plan | — | — | 391,567 | — | 1,587,447 | | Zachary J. Wasserman | | | | | | | EDCP | 94,740 | — | 58,177 | — | 313,582 | | Huntington Supplemental Plan | — | — | — | — | — | | Brant J. Standridge | | | | | | | EDCP | 300,000 | — | 62,981 | — | 488,193 | | Huntington Supplemental Plan | — | — | — | — | — | | Marcy C. Hingst | | | | | | | EDCP | — | — | — | — | — | | Huntington Supplemental Plan | — | — | — | — | — | | Scott D. Kleinman | | | | | | | EDCP | — | — | — | — | — | | Huntington Supplemental Plan | — | — | 3,851 | — | 28,729 |

  175. Nonqualified Deferred Compensation 2024

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

  176. Nonqualified Deferred Compensation 2024

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 97 |

  177. Nonqualified Deferred Compensation 2024

    | | Compensation of Executive Officers Executive Compensation Tables |

  178. Pension Benefits 2024

    Pension Benefits 2024 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.

  179. Pension Benefits 2024

    | 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 | 163,114 | — | | | SRIP | 5 | 1,018,403 | — | | Scott D. Kleinman | Retirement Plan | 22.5 | 588,593 | — |

  180. Pension Benefits 2024

    | (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, 2024. The valuation method used to determine the benefit figures shown, and all material assumptions applied, are discussed in Note 16 “Benefit Plans” of the Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2024. |

  181. Pension Benefits 2024

    Messrs. Wasserman and Standridge and Ms. Hingst 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 2024, this limit was $345,000. Code Section 415(b) limits the annual benefit amount that a participant may receive under the Retirement Plan. For 2024, this amount was $275,000. 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. Messrs. Kleinman and Steinour are retirement eligible. 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) ($23,000 for 2024) 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.

  182. Pension Benefits 2024

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 99 |

  183. Pension Benefits 2024

    | | Compensation of Executive Officers Executive Compensation Tables |

  184. 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.

  185. RSUs and PSUs — Potential Accelerated Vesting

    | | Compensation of Executive Officers Pay Versus Performance Disclosure |

  186. 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 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 process for determining compensation for our NEOs, which is independent from the information required to be disclosed in this table.

  187. 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, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 along with the required financial information required for each fiscal year:

  188. Pay Versus Performance Table

    | | Summary Compensation Table Total for Stephen D. Steinour(1)(2) ($) | Compensation Actually Paid to Stephen D. Steinour(2)(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(2)(4) ($) | Average Compensation Actually Paid to | Year-end value of $100 invested on 12/31/2019 in(5): | | | | | Year | | | | Non-CEO NEOs(2)(3)(4) ($) | HBAN ($) | KBW Bank Index ($) | Net Income (in millions) ($) | Adjusted ROTCE(6) (%) | | 2024 | 10,025,663 | 19,787,509 | 4,164,454 | 6,916,414 | 138 | 133 | 1,940 | 16.0 | | 2023 | 10,179,479 | 6,345,581 | 4,221,497 | 3,327,271 | 103 | 97 | 1,951 | 19.4 | | 2022 | 10,484,975 | 9,855,779 | 4,798,856 | 4,883,351 | 108 | 98 | 2,238 | 21.5 | | 2021 | 9,619,178 | 21,563,268 | 4,985,771 | 7,855,544 | 113 | 124 | 1,295 | 19.1 | | 2020 | 8,007,682 | 6,524,537 | 3,181,470 | 3,637,101 | 89 | 90 | 817 | 8.9 |

  189. 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. |

  190. Pay Versus Performance Table

    | (2) Adjustments to total compensation in the Summary Compensation Table to calculate Compensation Actually Paid are shown below. Previously reported amounts for 2022 and 2023 have been revised in select instances in order to incorporate administrative updates. |

  191. Pay Versus Performance Table

    | | 2024 | | 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. ($) | Average Non-CEO NEOs ($) | Steinour, Stephen D. ($) | Average Non-CEO NEOs ($) | | Total Compensation from Summary Compensation Table | 10,025,663 | 4,164,454 | 10,179,479 | 4,221,497 | 10,484,975 | 4,798,856 | 9,619,178 | 4,985,771 | 8,007,682 | 3,181,470 | | Adjustments for Pension | | | | | | | | | | | | Adjustment Summary Compensation Table Pension | — | (4,186) | (77,639) | (6,274) | — | — | — | — | (203,536) | — | | Amount added for current year service cost | — | — | — | — | — | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | — | — | — | — | — | | Total Adjustments for Pension | — | (4,186) | (77,639) | (6,274) | — | — | — | — | (203,536) | — | | Adjustments for Equity Awards | | | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (5,999,994) | (2,237,492) | (5,999,987) | (2,012,486) | (5,499,988) | (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 | 8,364,596 | 3,088,199 | 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 | 6,855,240 | 1,699,682 | (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 | 542,005 | 205,757 | (2,435,263) | (475,699) | (1,090,122) | (116,323) | 2,493,318 | 458,266 | (4,000,655) | (511,456) |

  192. Pay Versus Performance Table

    | 104 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  193. Pay Versus Performance Table

    | Compensation of Executive Officers Pay Versus Performance Disclosure | |

  194. Pay Versus Performance Table

    | | 2024 | | 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. ($) | Average Non-CEO NEOs ($) | 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 | 9,761,847 | 2,756,146 | (3,756,259) | (887,953) | (629,196) | 84,495 | 11,944,090 | 2,869,773 | (1,279,609) | 455,631 | | Compensation Actually Paid (as calculated) | 19,787,509 | 6,916,414 | 6,345,581 | 3,327,271 | 9,855,779 | 4,883,351 | 21,563,268 | 7,855,544 | 6,524,537 | 3,637,101 |

  195. Pay Versus Performance Table

    | (3) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: | | - Expected term of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the valuation date. | | - Strike price is the option’s exercise price, which is the grant date closing price, and market price is based on each valuation date closing price. | | - Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the valuation date. | | - Historical volatility is based on daily price history for each expected life (years) prior to each valuation date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. | | - Expected dividend yield represents the most recent annual dividend yield on each valuation date. | | (3b) The following table illustrates the valuation assumptions as of the vesting date for awards that vested in each of 2020, 2021, 2022, 2023, and 2024. |

  196. Pay Versus Performance Table

    | | For Stock Options Vesting in | | | | | | Weighted Average Fair Value Awards Vesting in | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | 2024 | 2023 | 2022 | 2021 | 2020 | | Expected volatility | 34%–36% | 41%–46% | 39%–46% | 38%–44% | 33%–35% | | | | | | | | Expected dividend yield | 4.5%–4.6% | 5.6%–5.8% | 4.0%–4.7% | 3.9%–4.1% | 7.0% | For Restricted Share and RSUs | $13.95 | $11.22 | $14.12 | $14.81 | $9.58 | | Expected term, in years | 3.0–3.5 | 3.0–4.0 | 3.0–4.5 | 3.0–4.5 | 3.0–4.5 | For Performance Share Awards | $13.34 | $10.99 | $13.15 | $15.32 | $8.57 | | Risk-free interest rate | 4.4%–4.8% | 3.6%–3.9% | 2.6%–2.9% | 0.2%–0.9% | 0.3%–0.4% | | | | | | |

  197. 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. | | (4) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: | | 2024: Zachary Wasserman, Brant Standridge, Marcy Hingst, Scott Kleinman. | | 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. | | (5) Reflects return on $100 investment from 12/31/19 to the end of each fiscal year included in the table. | | (6) Non-GAAP, see Appendix A to this proxy statement for more information. |

  198. Tabular List of Financial Performance Measures

    | | Compensation of Executive Officers Pay Versus Performance Disclosure |

  199. 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:

  200. 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. |

  201. CAP versus Adjusted ROTCE*

    | Compensation of Executive Officers Pay Ratio Disclosure | |

  202. 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 annual total compensation of the median employee, 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 used the same median employee for 2024 that we identified as of December 31, 2023. The median employee for 2024 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 2024 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).

  203. Pay Ratio Disclosure

    | Median Employee Annual Total Compensation | $73,567 | | CEO Annual Total Compensation | $10,025,663 | | Ratio | 136:1 |

  204. Pay Ratio Disclosure

    | Huntington Bancshares Incorporated 2025 Proxy Statement | 107 |

  205. Pay Ratio Disclosure

    Audit Matters

  206. Pay Ratio Disclosure

    | Proposal 3 | Ratification of the Appointment of Independent Registered Public Accounting Firm | | | Following assessment of the qualifications, performance, and independence of PwC, our current auditors, the Audit Committee has again selected PwC to serve as our independent registered public accounting firm for 2025. We are asking shareholders to ratify the appointment of PwC because we value our shareholders’ views on the Company’s independent registered public accounting firm selection and as a matter of good corporate governance. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm. The Audit Committee regularly evaluates the qualifications, performance, and independence of the independent registered public accounting firm, and whether the firm should be rotated. PwC has served as our independent registered public accounting firm since 2015. The Audit Committee and the Board believe that the continued retention of PwC to serve as our independent registered public accounting firm is in the best interests of the Company and its shareholders. The Audit Committee will reconsider the appointment of PwC if its selection is not ratified by the shareholders. The Audit Committee may also reconsider the appointment of PwC at any time even if the selection is ratified by shareholders. | | The Board recommends a vote FOR the ratification of the appointment of PwC. |

  207. Pay Ratio Disclosure

    | 108 | Huntington Bancshares Incorporated 2025 Proxy Statement |

  208. Pay Ratio Disclosure

    | Audit Matters | |