Allie Kline
HUNTINGTON BANCSHARES INC /MD/About Allie Kline
Allie Kline (age 53) has served on Huntington Bancshares Incorporated’s (HBAN) Board since 2019. She holds a bachelor’s degree in corporate communications from Ithaca College and is currently an independent director, bringing deep marketing, technology, and transformation expertise to HBAN’s NESG and Technology committees . Her HBAN board tenure will be six years as of the April 16, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Media (subsidiary of Verizon Communications) | EVP & Chief Marketing and Communications Officer | 2015–2018 | Led consumer/B2B marketing, digital, brand, communications; simultaneously served as CEO of MAKERS |
| AOL | Chief Marketing and Communications Officer | 2013–2015 | Ran global marketing and communications pre/post acquisition |
| 33Across | Chief Marketing Officer | 2011–2012 | Data and analytics in digital advertising |
| Brand Affinity Technologies | VP, Marketing | 2008–2011 | Digital sports and celebrity endorsement platform |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| BILL Holdings, Inc. | Director (current) | 2019–present | Current public company directorship |
| Waddell & Reed Financial, Inc. | Director (prior) | 2020–2021 | Prior public board |
| Pier 1 Imports, Inc. | Director (prior) | 2018–2020 | Prior public board |
| National Forest Foundation | Board member; Executive Committee member | Current | Non-profit governance role |
| Identity Digital | Board member | Current | Technology/branding domain focus |
| 33Across | Board member | Current | Digital advertising/data |
Board Governance
- Committee assignments: Member, Nominating & ESG (NESG) Committee and Technology Committee; not a committee chair .
- Independence: Board determined Kline is an “independent director” under Nasdaq rules .
- Attendance and engagement: In 2024, HBAN held 14 Board meetings and 67 total Board/committee meetings; average attendance was 97.9%, and no Director attended less than 75%; all Directors attended the 2024 annual meeting .
- Technology/Cyber oversight: Technology Committee oversees cybersecurity, IT risk, resilience; meets jointly with Audit and Risk Oversight Committees on overlapping topics .
- Overboarding: HBAN notes no nominee serves on more than two other public company boards; Kline’s current public directorships total one (BILL) .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $123,000 | $117,000 | Includes base retainer plus any committee/member/event fees as applicable |
| Stock Awards ($) | $137,496 | $137,496 | Annual DSU grant; vested upon grant but not released until conditions met |
| Total ($) | $260,496 | $254,496 | Sum of cash + stock awards; no options or non‑equity plan comp for Directors |
Program terms:
- Annual cash retainer: $100,000 .
- Annual equity retainer: $137,500 (granted as DSUs) .
- 2024 DSU units: 10,073 to each Director; 11,538 to committee chairs (Audit, HRCC, Risk) .
- Vesting/release: DSUs vest on grant; shares are delivered no earlier than the later of six months after separation or one year from grant; dividend equivalents accrue as additional DSUs .
- Meeting/event fees: $2,000 per meeting only above thresholds (Audit/Risk >20, other committees >8, Board >15); event fees possible for regulator conferences, etc. .
Performance Compensation
Directors do not receive performance-based awards; HBAN’s performance metrics apply to NEO compensation. 2024 outcomes certified by HRCC provide context for pay-for-performance governance oversight:
| Metric | 2024 Actual | Notes |
|---|---|---|
| Adjusted EPS | $1.25 | Non-GAAP; see Appendix A |
| Adjusted PPNR Earnings Growth | 2.04% | Non-GAAP; see Appendix A |
| Adjusted Operating Leverage | 4.2% | Non-GAAP; see Appendix A |
| Adjusted ROTCE (PSU metric) | 16.0% | Non-GAAP; see Appendix A |
Other Directorships & Interlocks
| Company | Relationship to HBAN | Potential Interlock/Conflict |
|---|---|---|
| BILL Holdings, Inc. | No HBAN‑disclosed related‑party transactions | None identified in HBAN proxy; Kline remains independent |
HBAN’s Related Party Transactions Policy requires NESG review; no Kline‑specific related party transactions disclosed .
Expertise & Qualifications
- Skills: Client/consumer marketing and branding; compensation/human capital; corporate responsibility; financial services; government/public policy; public company executive; strategic planning/M&A; technology/cybersecurity .
- Education: Bachelor’s in corporate communications, Ithaca College .
- Board skill matrix: Tenure 6 years; 2 total public boards; age 53 .
Equity Ownership
| Item | Amount | Date/Context | Notes |
|---|---|---|---|
| Beneficially owned shares | 4,789 | As of Feb 18, 2025 | Includes shares with voting/investment power and shares acquirable within 60 days |
| Additional share interests (vested DSUs) | 76,967 | As of Feb 18, 2025 | Vested DSUs to be settled subject to plan terms |
| DSU awards outstanding (units) | 76,239 | As of Dec 31, 2024 | Director DSUs outstanding |
| Deferred compensation plan balance | $77,192 | As of Dec 31, 2024 | Director account substantially comprised of HBAN common stock |
| Shares pledged as collateral | None | As of Feb 18, 2025 | HBAN notes none of the reported shares are pledged |
| Hedging/pledging policy | Prohibited | Company policy | Prohibition on Director hedging/pledging HBAN stock |
| Ownership guideline | 40,603 shares | Guideline set by HRCC | Directors have five years; HBAN states each Director with ≥5 years meets guideline |
| Shares outstanding (Record Date) | 1,460,753,955 | As of Feb 18, 2025 | Common stock outstanding |
| Beneficial ownership % of outstanding | ~0.00033% | Computed | 4,789 ÷ 1,460,753,955 |
| 2024 DSU grant units | 10,073 | May 1, 2024 | Annual DSU grant to non‑chair Directors |
Governance Assessment
- Strengths: Independent director with relevant technology/cyber experience; active on Technology and NESG committees; strong board attendance culture; robust prohibition on hedging/pledging; clear related‑party review; director equity paid in DSUs aligning interests over time .
- Alignment: Holds vested DSUs and beneficial shares; participates in Director Deferred Compensation Plan invested largely in HBAN stock; HBAN states Directors with ≥5 years meet stock ownership guidelines—Kline meets tenure threshold .
- Risks/Watch‑items: Low absolute beneficial share count (shares immediately outstanding) relative to guideline—alignment primarily via vested DSUs not settled until separation; continue to monitor any vendor/customer ties from external boards (no conflicts disclosed) .
- Compensation structure: Small YoY increase in cash fees ($117k → $123k) with equity awards steady; program remains retainer‑based with DSUs vesting on grant and deferral of settlement, minimizing short‑term incentives and meeting fee limits above thresholds .
No red flags identified: No related‑party transactions disclosed involving Kline; independence affirmed; no delinquent Section 16 findings for her; Board attendance thresholds met; hedging/pledging prohibited .