HUNTINGTON BANCSHARES INC (HBAN)
Sector: Financials
2026 Annual Meeting Analysis
HUNTINGTON BANCSHARES INC · Meeting: April 22, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
16-year director with relevant financial services and executive experience; no overboarding; TSR underperformance gap of -14.4pp vs. peer median is well below the 50pp threshold required to trigger a No vote given HBAN's strong positive 3-year TSR of +31.6%.
3-year director with broad executive leadership, legal, and risk management experience; no overboarding; TSR trigger does not apply given the -14.4pp peer gap is well below the 50pp threshold.
Joined the Huntington Board February 1, 2026, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger; brings over 25 years of corporate finance and banking experience; serves on two other public company boards, which is within the permitted limit.
Combined tenure of 8 years (2016–2021 and 2023–present); cybersecurity and national security expertise is highly relevant for a large regional bank; no overboarding; TSR trigger does not apply.
7-year director with digital marketing and technology strategy expertise; serves on one additional public company board; TSR trigger does not apply.
16-year director with deep banking CFO and audit expertise, serving as Audit Committee Chair; one additional public company board; TSR trigger does not apply.
7-year director and Risk Oversight Committee Chair with extensive risk management background including as former Chief Risk Officer of the U.S. Treasury; one additional public company board; TSR trigger does not apply.
22-year Independent Lead Director with legal and governance expertise; serves only on this board; TSR trigger does not apply given the peer underperformance gap of -14.4pp is far below the 50pp threshold.
Joined the Huntington Board February 1, 2026, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger; brings 35 years of financial services leadership from JPMorgan Chase; no overboarding.
Joined the Huntington Board February 1, 2026, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger; brings deep banking CEO experience including as former CEO of Cadence Bank; no overboarding.
2-year director with cybersecurity and intelligence expertise; serves on no other public company boards; TSR trigger does not apply.
5-year director with 30+ years of financial services and investment management experience; serves on no other public company boards; TSR trigger does not apply.
CEO and 17-year director with a strong performance track record including 11% revenue growth in 2025; serves on one additional public company board; the -14.4pp peer TSR gap is well below the 50pp trigger threshold for a strong positive 3-year TSR, so the TSR trigger does not apply.
5-year director and CPA with CFO-level financial expertise serving on the Audit Committee; serves on no other public company boards; TSR trigger does not apply.
5-year director serving as Chairman of Huntington National Bank with deep regional banking experience; serves on one additional public company board; TSR trigger does not apply.
All 15 nominees receive a FOR recommendation. HBAN's 3-year price return of +31.6% falls in the strong positive TSR band, meaning the peer underperformance gap of -14.4pp would need to reach 50pp to trigger a No vote — it does not come close. Three newly added directors (Hepner, Rodriguez, Rollins) joined in February 2026 and are exempt from the TSR trigger under the 24-month new-director rule. No director is overboarded, no attendance issues are disclosed, and the board discloses a skills matrix and maintains 80% independence.
Say on Pay
✓ FORCEO
Stephen D. Steinour
Total Comp
$12,124,358
Prior Support
86.3%%
CEO total compensation of $12.1 million is reasonable for the Chairman, President, and CEO of a $31B market cap regional bank that delivered 11% revenue growth, 15% loan growth, and a 16.4% adjusted return on tangible common equity in 2025. Pay structure is well-designed: fixed salary represents only 11% of total target compensation for the CEO, with the remaining 89% variable and at-risk — well above the 50-60% variable pay threshold required by policy. Performance stock awards make up 60% of long-term incentive grants and are tied to a rigorous 3-year relative and absolute return on tangible equity metric, representing genuine performance conditions rather than time-vesting alone. Prior say-on-pay support was 86.3% at the 2025 meeting, comfortably above the 70% threshold, and the company's annual incentive payout of 149% of target reflects genuinely strong financial performance rather than discretionary inflation. The company also maintains robust clawback policies covering both misconduct and financial restatements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (PwC)
Tenure
11 yrs
Audit Fees
$11,356,789
Non-Audit Fees
$4,209,501
Non-audit fees (tax fees of $2,720,351 plus audit-related fees of $1,487,000 plus all other fees of $2,150, totaling approximately $4,209,501) represent about 37% of core audit fees of $11,356,789, which is well below the 50% threshold that would trigger independence concerns. PwC has served as HBAN's auditor since 2015, giving a tenure of approximately 11 years — well below the 25-year threshold. PwC is a Big 4 firm appropriate for a $31B market cap institution, and no material restatements are disclosed.
Actual Vote Results
Meeting held January 6, 2026
Other Proposals
Proposal 1
Approval of the issuance of shares of common stock of Huntington pursuant to the Merger Agreement
Proposal 2
Approval of the adjournment of the Huntington special meeting, if necessary or appropriate, to solicit additional proxies
Overall Assessment
The 2026 Huntington Bancshares annual meeting presents three proposals, all of which receive FOR recommendations under this policy. The director slate is clean — no overboarding, no attendance failures, no TSR trigger — and the compensation program is well-structured with a CEO fixed-pay ratio of just 11%, strong performance conditions on long-term equity awards, and prior shareholder support of 86.3%. PwC's non-audit fee ratio of approximately 37% and 11-year tenure are both within policy limits.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing