Stephen Steinour
Bath & Body WorksAbout Stephen D. Steinour
Stephen D. Steinour (age 66) has served on Bath & Body Works’ Board since 2014 and is an independent director. He is Chairman, President, and CEO of Huntington Bancshares (since 2009), and previously served as Interim Lead Independent Director at BBWI (March 2022–January 2023). He holds a bachelor’s in economics from Gettysburg College and completed Stanford GSB’s Executive Program in Leadership, bringing extensive financial expertise and public company board experience to BBWI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Bancshares | Chairman, President & CEO | 2009–present | Banking CEO with financial oversight and risk management expertise . |
| BBWI | Interim Lead Independent Director | Mar 2022–Jan 2023 | Led independent oversight during governance transition . |
| CrossHarbor Capital Partners | Managing Partner | 2008–2009 | Alternative investments leadership . |
| Citizens Financial Group | President; CEO | 2005–2007; 2007–2008 | Senior bank operating and leadership roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Huntington Bancshares (NYSE: HBAN) | Chairman, President & CEO; Director | 2009–present | Current public company directorship . |
| Exelon Corporation | Director | 2007–2020 | Former public company board . |
| The Clearing House | Supervisory Board Member | Current | Real-time payments platform oversight . |
| Federal Reserve Bank of Cleveland | Director | 2017–2019 | Regional Fed governance . |
| Liberty Property Trust | Trustee | 2010–2014 | Former REIT trustee . |
Board Governance
- Committee assignments: Audit Committee member and Human Capital & Compensation (HCC) Committee member in fiscal 2024–2025; Audit Committee chaired by Steven Voskuil (8 meetings in FY2024) and HCC chaired by Francis Hondal (7 meetings in FY2024) .
- Not on Nominating & Governance Committee in FY2024 (members listed exclude Steinour; 4 meetings) .
- Independence and attendance: Independent director; Board held six meetings in FY2024; all then-current directors attended at least 75% of Board and committee meetings .
- Leadership structure: Separate Chair and CEO; independent Chair; Steinour previously served as Interim Lead Independent Director (Mar 2022–Jan 2023) .
- Overboarding policy: Directors capped at four public boards (including BBWI), and any director who is a named executive officer of another public company capped at two boards (including BBWI); Steinour appears compliant (HBAN + BBWI) .
- Election support: At BBWI’s 2025 Annual Meeting, Steinour received 176,354,697 “for” votes, 2,526,556 “against,” 323,227 abstentions, and 10,429,847 broker non-votes .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash fees (retainers + committee) ($) | 170,000 | 157,967 |
| Stock awards (RSU grant-date fair value) ($) | 147,238 | 147,033 |
| Total ($) | 317,238 | 305,000 |
- Fee structure: Annual cash retainer $100,000 for directors; Board Chair $250,000; additional annual cash retainers of $25,000 (Audit and HCC committees), $20,000 (Nominating & Governance); committee Chairs receive an extra $25,000 (Audit/HCC) and $20,000 (Nominating & Governance) .
- Equity retainer: Annual stock retainer $150,000 for directors; $250,000 for Board Chair; RSUs vest one year following grant under the 2020 Plan .
Performance Compensation
| Component | FY2023 | FY2024 | Performance Metrics |
|---|---|---|---|
| Director RSUs (retainer) | $147,238 (time-vested) | $147,033 (time-vested) | None disclosed for directors; RSUs vest based on service, not performance . |
- No stock options, PSUs, or cash bonuses disclosed for directors; director equity grants are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Company | Relationship to BBWI | Potential Interlock/Conflict |
|---|---|---|
| Huntington Bancshares | Supplier/customer financing potential (banking services) not disclosed | No related-person transactions in FY2024; HCC interlocks none reported . |
| Exelon (former) | Utility services; historical role | Former board; no current interlock . |
| The Clearing House | Payments infrastructure | Not a public company; role unrelated to BBWI’s core operations . |
Expertise & Qualifications
- Financial expert designation for Audit Committee members; Board determined each Audit member qualifies as an “audit committee financial expert” under SEC rules .
- Deep banking leadership, risk oversight, capital allocation, and compliance/ethics oversight experience; prior Fed regional board service enhances regulatory literacy .
- Executive leadership skills aligned to BBWI’s governance priorities (strategy, risk, controls, cybersecurity oversight) .
Equity Ownership
| Detail | Amount |
|---|---|
| Total beneficial ownership (as of April 8, 2025) | 64,715 shares; <1% of class |
| Trust holdings | 9,900 shares in Patricia M. Steinour Legacy Trust (shared power); 9,900 shares in Stephen D. Steinour Dynasty Trust (shared power) |
| Spousal holdings | 12,925 shares owned by spouse (may be deemed shared power) |
| Pledged shares | None; “None of the listed shares have been pledged” |
| Ownership guidelines | Directors must hold 6x annual cash retainer by October 2028; all members in compliance or on track |
Insider Trades
| Filing Date | Transaction Date | Form | Summary | Source |
|---|---|---|---|---|
| Jun 9, 2025 | Jun 5, 2025 | Form 4 | Statement of changes in beneficial ownership (details not provided in retrieved snippet) | |
| Jun 27, 2024 | Jun 27, 2024 | Form 4 | SEC Form 4 (details not provided in retrieved snippet) |
Governance Assessment
- Strengths: Independent director with financial expert designation; active service on Audit and HCC committees; prior LID experience; strong election support at 2025 AGM; no related-party transactions or pledging; robust director ownership guidelines with compliance/on-track status .
- Signals of board effectiveness: Committee chair rotation and board size reduction in 2024 reflect governance refresh; separated Chair/CEO roles; independent executive sessions; majority independent board .
- Potential risks/conflicts: Concurrent service as CEO of a bank could create perceived conflicts if BBWI engages Huntington for material services; however, BBWI reports no related-person transactions in FY2024 and HCC committee interlocks are absent, mitigating conflict risk .
- Attendance/engagement: Board and committee attendance above 75% threshold for all directors; Audit and HCC met 8 and 7 times respectively, indicating active oversight cadence .
- Overboarding: Compliant with BBWI policy (HBAN + BBWI; CEO cap two boards including BBWI) .