Amit Dhingra
HUNTINGTON BANCSHARES INC /MD/About Amit Dhingra
Amit Dhingra, age 51, is Executive Vice President and Chief Enterprise Payments Officer at Huntington Bancshares (HBAN). He joined the Executive Leadership Team in March 2024 after leading Enterprise Payments since July 2022 and previously heading Retail Payments & Consumer Lending (Nov 2020–Jun 2022) and Retail Payments (Oct 2018–Nov 2020); prior roles include leadership positions at U.S. Bancorp, Associate Partner at McKinsey & Company, and Manager at Procter & Gamble . Company performance in 2024 (during his tenure on the ELT) included EPS of $1.22, total revenue up 0.5% to $7.4B, total assets +8% to $204B, and a cumulative TSR index value of 138 vs. KBW Bank Index 133 since 12/31/2019; adjusted ROTCE measured for compensation was 16.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huntington Bancshares | EVP, Chief Enterprise Payments Officer | Mar 2024–present | Leads enterprise-wide payments; ELT member . |
| Huntington Bancshares | EVP, Head of Enterprise Payments | Jul 2022–Feb 2024 | Built enterprise payments capabilities . |
| Huntington Bancshares | EVP, Head of Retail Payments & Consumer Lending | Nov 2020–Jun 2022 | Led retail payments and consumer lending . |
| Huntington Bancshares | EVP, Head of Retail Payments | Oct 2018–Nov 2020 | Directed retail payments portfolio . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Bancorp | Various leadership roles incl. SVP Retail Transformation and SVP Corporate Strategy | Not disclosed | Enterprise and strategy leadership experience . |
| McKinsey & Company | Associate Partner | Not disclosed | Strategy advisory and execution expertise . |
| Procter & Gamble | Manager | Not disclosed | Consumer operations management foundation . |
Fixed Compensation
- Huntington’s design emphasizes variable, at-risk pay; fixed base salaries represent about 22% of aggregate target compensation for other NEOs, with the remainder driven by annual incentives (MIP) and long-term equity (PSUs/RSUs) .
- Annual equity awards are made on a pre-established date (March) to avoid any appearance of coordination with MNPI; no repricing of stock options without shareholder approval .
- Independent compensation consultant (Pearl Meyer) advises the HRCC; strong governance and annual risk assessments underpin plan design .
Performance Compensation
Huntington links annual incentives and long-term equity to clear performance metrics, with robust recoupment mechanisms.
Annual Incentive (MIP) Metrics and Results (2024)
| Metric | Targeting Framework | 2024 Actual | Calculated Performance Factor | Plan Funding |
|---|---|---|---|---|
| Adjusted EPS | Threshold/Target/Max set off annual budget; aligned to shareholder value | $1.25 (non-GAAP) | 101.5% | 105.2% of target (final funding) |
| Adjusted PPNR Earnings Growth | Adds core operating growth focus | 2.04% (non-GAAP) | 106.8% | 105.2% of target (final funding) |
| Adjusted Operating Leverage | Ensures revenue grows faster than expenses | 4.2% (non-GAAP) | 107.4% | 105.2% of target (final funding) |
Long-Term Incentive (LTIP) Design
| Vehicle | Share of LTI (Other NEOs) | Measurement Period | Performance Metrics | Payout Range | Vesting |
|---|---|---|---|---|---|
| PSUs | 50% in 2024; 55% beginning 2025 | 3 years | Relative ROTCE (peer group) target at 55th percentile; absolute ROTCE threshold ≥6% | 0–150% of target | Performance-based over 3 years |
| RSUs | 50% | 3–4 years | Time-based | N/A | 50% after year 3 and 50% after year 4 |
Company Performance Context (Key Non-GAAP metrics used in incentives)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted ROTCE (%) | 8.9% | 19.1% | 21.5% | 19.4% | 16.0% |
| Pretax PPNR, adjusted ($mm) | — | — | — | 2,828 | 2,948 |
Equity Ownership & Alignment
- Executive stock ownership policy requires a dollar value of ownership based on a multiple of salary, to be met within five years and maintained thereafter; policy extends beyond NEOs to ~60 additional executives .
- Ownership multiples include 10x salary for CEO and 3x for NEOs; unvested time-based RSUs count toward compliance; unexercised options and unvested PSUs do not .
- Hedging and pledging of HBAN equity are prohibited for executives and directors .
- Recoupment policies cover both cash and equity (vested and unvested) across misconduct, excessive risk-taking, and financial restatements, aligned with SEC Rule 10D-1, SOX, and Dodd-Frank .
Employment Terms
- No single-trigger vesting of equity awards upon change-of-control; no perquisite or excise tax gross-ups; stock option repricing prohibited without shareholder approval .
- Annual equity grants occur on a pre-set date; robust recoupment policies apply to incentive compensation (cash and equity) .
- Change-in-control tables disclose CEO and NEO economics and confirm double-trigger architecture; Dhingra is not listed among 2024 NEOs, so individual severance economics for him are not disclosed in the proxy .
Investment Implications
- Alignment: Huntington’s pay-for-performance architecture uses non-GAAP Adjusted EPS, PPNR growth, Operating Leverage, and three-year ROTCE for PSUs; RSU vesting (3/4-year) and clawbacks reduce short-termism and promote sustained execution—supportive for a payments leader role like Dhingra’s .
- Retention and selling pressure: Hedging/pledging prohibitions and ownership requirements for ~60+ executives constrain opportunistic selling and strengthen alignment; however, Dhingra’s specific beneficial ownership and Form 4 activity are not disclosed in the proxy—monitor Section 16 filings for any RSU vesting-related sales .
- Execution risk: Company highlighted progress in payments capabilities (merchant acquiring, treasury management, new card products, partnerships), aligning directly with Dhingra’s portfolio; continued delivery against ROTCE and MIP metrics should be viewed as positive signals for compensation outcomes tied to his domain .
- Governance quality: Independent consultant, robust clawbacks, and double-trigger CoC features moderate risk of pay inflation/misalignment; strong say-on-pay support (86.9% in 2024) indicates broad investor acceptance of the compensation framework .