Brendan Lawlor
HUNTINGTON BANCSHARES INC /MD/About Brendan Lawlor
Brendan A. Lawlor, age 55, is Executive Vice President and Chief Credit Officer (CCO) of Huntington Bancshares Incorporated (HBAN), joining the Executive Leadership Team (ELT) in January 2024 after serving as EVP and Deputy Chief Credit Officer from April 2019 through December 2023; prior to Huntington, he held leadership roles at KeyCorp . As CCO, his remit spans credit underwriting, portfolio management, and collateral valuation—areas explicitly emphasized by management in recent combination diligence and integration planning, including a detailed review of loan portfolios and underwriting policies during the Cadence partnership announcement . Company-level short-term performance metrics used to evaluate executive incentives in 2024 were EPS, PPNR Earnings Growth, and Operating Leverage, aligning pay with profitable growth and efficiency outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huntington Bancshares (HBAN) | Executive Vice President, Chief Credit Officer | Jan 2024–present | Credit leadership across underwriting, portfolio management, and collateral valuation; function central to diligence and integration planning in recent combinations . |
| Huntington Bancshares (HBAN) | Executive Vice President, Deputy Chief Credit Officer | Apr 2019–Dec 2023 | Deputy leadership of enterprise credit risk management during growth and integration periods . |
| KeyCorp | Various leadership positions | Pre-2019 | Senior credit/risk roles prior to joining Huntington . |
External Roles
No public company directorships or external roles are disclosed for Lawlor in HBAN’s proxy .
Fixed Compensation
HBAN does not disclose Brendan Lawlor’s individual base salary, target bonus %, or actual bonus in the Summary Compensation Table (he is not a Named Executive Officer). The 2024 executive compensation program used a mix of base salary, annual incentives (MIP), and equity-based long-term incentives with greatest emphasis on long-term, stock-based pay, under the oversight of the Human Resources & Compensation Committee (HRCC) and an executive-level Incentive Compensation Oversight Committee co-chaired by the CHRO and CRO . Annual incentive metrics for 2024 were EPS, PPNR Earnings Growth, and Operating Leverage; funding can range from 0% to 200% of target, with adjustments for Extraordinary Events as defined in the MIP .
Performance Compensation
| Component | Metric | Weighting | Target Framework | Payout Range | Vesting |
|---|---|---|---|---|---|
| MIP (Annual Incentive) | EPS | Not disclosed | Targets set via annual budget; balanced with growth and leverage objectives | 0%–200% of target | Cash, paid annually; subject to recoupment policies . |
| MIP (Annual Incentive) | PPNR Earnings Growth | Not disclosed | Budget-based short-term growth indicator | 0%–200% of target | Cash, paid annually; subject to recoupment . |
| MIP (Annual Incentive) | Operating Leverage | Not disclosed | Ensures revenue grows faster than expenses | 0%–200% of target | Cash, paid annually; subject to recoupment . |
| LTI – PSUs | Relative ROTCE vs peer group and 3-year average Absolute ROTCE ≥6% | 50% of total LTI for other NEOs in 2024; increasing to 55% in 2025 (CEO 55%→60%) | Threshold 30th percentile, Target 55th percentile, Max 70th percentile; absolute ROTCE threshold 6% | 0%–150% of target shares | 3-year performance period; payout in shares; subject to LTIP terms and CIC provisions . |
| LTI – RSUs | Time-based | 50% of total LTI for other NEOs in 2024 (complement to PSUs) | N/A (time-based vesting) | N/A | 50% vests after year 3 and 50% after year 4 . |
| Stock Options (if granted) | N/A | Not a regular component disclosed for NEOs | N/A | N/A | Minimum 1-year vesting; not fully vested earlier than 3 years, subject to exceptions; governed by 2024 LTIP . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 10x salary; other NEOs 3x salary; guidelines apply to ELT and next-level executives with generally five years to achieve and maintain compliance thereafter .
- Hedging and pledging prohibition: Directors, executive officers, ELT members, and Section 16 officers are prohibited from hedging or pledging HBAN equity; securities may not be pledged or held in margin accounts .
- Recoupment: Company-wide Misconduct Recoupment Policy and Financial Restatement Compensation Recoupment Policy (adopted Oct 2023) cover executive officers, enabling clawback of incentive-based compensation tied to financial measures in case of a restatement or misconduct .
- Individual ownership: The proxy itemizes beneficial ownership for Directors and NEOs and provides a group total; Lawlor is not a NEO, and his individual share count is not specifically itemized in the proxy .
Employment Terms
- ELT service and appointment: Lawlor joined the ELT in January 2024 when he became EVP and CCO .
- Change-in-control (CIC) treatment under the 2024 Long-Term Incentive Plan: Double-trigger equity acceleration—unvested Awards become fully exercisable/vest if, within 12 months after a CIC, the participant’s service is terminated by the company other than for cause; similar protection if termination without cause occurs within 12 months before CIC in connection with or anticipation of CIC . CIC definitions include changes in 25%+ voting power, board composition, mergers/transactions not leaving prior holders with >50% voting power, sale of substantially all assets, liquidation/dissolution, or equivalent transactions; Section 409A-compliant CIC standards govern deferred compensation .
- Deferrals, reductions, and payment delays: The HRCC may defer payments for Dodd-Frank executive officers, reduce cash awards based on Extraordinary Events, and delay payments to avoid securities law violations; deferrals must comply with Section 409A and company plans .
- Plan governance: Participation does not confer employment rights; the HRCC administers the plan and retains discretion within plan limits .
Compensation Peer Group (Benchmarking)
| Peer Banks (2023 and 2024) |
|---|
| Citizens Financial Group (CFG); Comerica (CMA); Fifth Third (FITB); KeyCorp (KEY); M&T Bank (MTB); PNC (PNC); Regions (RF); Truist (TFC); U.S. Bancorp (USB); Zions (ZION) . |
Performance & Track Record
- Executive background: Lawlor advanced from Deputy Chief Credit Officer to Chief Credit Officer, indicating continuity and internal succession in the credit function .
- Operating context: Management highlighted rigorous diligence on loan portfolios, underwriting policies, and collateral valuation in 2025 combination announcements, reinforcing the centrality of credit discipline to HBAN’s growth and integration strategy; Lawlor was identified on the leadership roster for the announcement .
- Incentive alignment: Company-level short-term metrics (EPS, PPNR Earnings Growth, Operating Leverage) and long-term PSUs tied to ROTCE underscore an emphasis on profitability, capital efficiency, and returns over multi-year horizons .
Risk Indicators & Red Flags
- Positive governance signals: No excise tax gross-ups; double-trigger CIC provisions; no option repricing without shareholder approval; annual say-on-pay; independent consultant (Pearl Meyer) .
- Risk-balancing: Annual incentive plan risk reviews; management discretion to reduce awards; enterprise significant risk event review directed by the CRO .
- Hedging/pledging prohibited; strong ownership culture .
- Section 16 compliance: Proxy notes late filings for two individuals due to administrative errors; no issues flagged for Lawlor .
Investment Implications
- Pay-for-performance alignment: Multi-year PSU design tied to ROTCE (relative and absolute) and MIP metrics (EPS, PPNR growth, operating leverage) align executive incentives—including the CCO’s—with durable profitability and disciplined growth, reducing misaligned risk-taking incentives .
- Retention and selling pressure: RSUs vest 50/50 in years 3 and 4; PSUs pay after a 3-year cycle, creating meaningful retention hooks and limiting near-term sell pressure from large immediate vesting; hedging/pledging prohibitions further align long-term ownership .
- CIC economics: Double-trigger acceleration under the 2024 LTIP offers standard protection but avoids single-trigger windfalls; recoupment frameworks mitigate misconduct or restatement risks, supporting investor confidence in compensation governance .
- Execution risk: With HBAN expanding via combinations, the credit function’s diligence and underwriting rigor—as highlighted by management—places Lawlor’s domain at the core of integration success and loss mitigation; sustained performance against ROTCE/PPNR targets will be key signals for incentive realization and risk posture .