Chris Inglis
HUNTINGTON BANCSHARES INC /MD/About Chris Inglis
Chris Inglis (age 70) is an independent director of Huntington Bancshares (HBAN), serving on the board in 2023 and previously from 2016–2021 (tenure counted as 7 years as of the 2025 annual meeting). He is the former U.S. National Cyber Director (2021–2023), retired Deputy Director and senior civilian leader of the NSA (28 years), and a Brigadier General in the U.S. Air Force reserves (retired 2006). Inglis holds a B.S. in engineering mechanics (U.S. Air Force Academy) and advanced degrees in engineering and computer science from Columbia, Johns Hopkins, and George Washington University, plus an honorary doctorate from the U.S. National Intelligence University in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the National Cyber Director (U.S. Government) | U.S. National Cyber Director | 2021–2023 | Led U.S. government strategy formulation on cybersecurity; advised the U.S. President |
| U.S. Cyberspace Solarium Commission | Commissioner | 2019–2020 | Congressional body making national cyber strategy recommendations |
| National Security Agency (NSA) | Deputy Director (senior civilian leader); prior computer scientist and operational manager | 28 years; retired 2014 | Chief operating officer guiding strategies, operations, and policy |
| U.S. Air Force (active and reserve) | Command roles; Command Pilot | 30 years; retired Brigadier General in 2006 | Command at squadron, group, joint force headquarters |
| U.S. Naval Academy | Looker Professor of Cyber Studies | 2014–2016 | Academic leadership in cyber studies |
| KEYW Corp. | Director (prior) | Not disclosed | Board service in cybersecurity sector |
| DoD Science Board | Study co-chair/member (three studies) | Not disclosed | Cyber threat and strategy studies |
| CISA Advisory Council | Member | Not disclosed | Advisory role on U.S. cybersecurity and infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group, Inc. (AIG) | Director (current) | Not disclosed | Public company board service |
| FedEx Corporation | Director (prior) | 2015–2021 | Public company board service |
| The Mitre Corporation | Board of Trustees (current) | Not disclosed | Technology and national security nonprofit governance |
| Hakluyt & Company Limited | Senior Advisor (digital and cyber) | Not disclosed | Strategic advice in digital/cyber practice |
| Paladin Capital | Strategic Advisor | Not disclosed | Advisory to investment firm focused on security/technology |
| DataBahn; Andesite AI; Claroty; Semperis | Advisory Boards (cybersecurity companies) | Not disclosed | Technology/cybersecurity advisory roles |
| U.S. Air Force and Naval Academies | Visiting Professor | Not disclosed | Academic engagements |
Board Governance
- Committee assignments: Nominating & ESG (NESG) Committee and Technology Committee (member; not chair) .
- Independence: Board determined Inglis is independent under Nasdaq rules; all members of the NESG and Technology Committees are independent .
- Board and committee meeting cadence: Board met 14 times in 2024; NESG met 6 times; Technology met 12 times (including joint sessions with Audit and Risk) .
- Attendance: Average Board and committee attendance was 97.9% in 2024; no director attended less than 75% of required meetings .
- Committee charters emphasize: NESG oversees board composition, governance practices, ESG strategy, independence, related party review, and shareholder outreach; Technology oversees technology strategy, major initiatives, cybersecurity/information security programs, resiliency, and joint oversight with Audit/Risk on overlapping cyber/IT risks .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $123,000 | Includes base director retainer and applicable committee/member retainers |
| Stock Awards (Deferred Stock Units) | $137,496 | 2024 DSU grant; vested upon grant but delivered later; dividend equivalents reinvested |
| Option Awards | — | No director option awards |
| Total | $260,496 | Sum of cash and equity |
- Program structure: Annual cash retainer $100,000 and annual equity retainer $137,500 set by HRCC (market-aligned) . DSUs vest on grant but settle six months post-service or one year after grant, whichever is later .
- Meeting/event fees: $2,000 per meeting only if thresholds exceeded (≥20 meetings for Audit/Risk; ≥8 for other committees; ≥15 for Board); event fees may be paid for director participation in certain company/regulator events .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based director awards | None disclosed; director equity is DSUs (time-based), no PSU/option structure for directors |
| Clawbacks for directors | Company recoupment policies are disclosed for incentive compensation generally; director-specific recoupment terms not separately detailed in proxy; hedging/pledging prohibited for directors |
Other Directorships & Interlocks
| Company | Role | Sector Relevance | Notes |
|---|---|---|---|
| American International Group, Inc. | Director | Insurance/financial services | Current public company board service |
| FedEx Corporation | Director (prior) | Transportation/logistics | 2015–2021; prior public company board service |
- Overboarding: No nominee serves on more than two other public company boards; Inglis’s total public boards count is two (current plus prior) .
Expertise & Qualifications
- Skills highlighted by HBAN: Technology, cybersecurity & information security; risk management; strategic planning/M&A; governance/public policy; and human capital/compensation .
- Committee fit: Cybersecurity and technology expertise directly strengthens Technology Committee oversight; governance/ESG and independence support NESG responsibilities .
Equity Ownership
| Ownership Detail (Record Date: Feb 18, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 47,450 | Includes shares with voting/investment power; none pledged |
| Additional share interests (vested DSUs) | 23,065 | Vested DSUs settle post-service/one year after grant |
| Total share interests | 70,515 | Sum of beneficial and additional interests |
| DSUs outstanding at Dec 31, 2024 | 22,847 | Before dividend equivalent credits to Feb 2025 |
| Ownership as % of outstanding shares | <1% | HBAN had 1,460,753,955 common shares outstanding at record date |
| Pledging/Hedging status | None pledged; hedging/pledging prohibited | Company policy prohibits director hedging/pledging |
| Director stock ownership guideline | 40,603 shares | Directors have five years to meet; each director with ≥5 years meets guideline |
| Guideline compliance (Inglis) | Meets | Inglis’s ≥5-year service and total interests exceed guideline |
Governance Assessment
- Board effectiveness and alignment: Inglis’s deep cyber and national security background directly enhances HBAN’s oversight of technology and cybersecurity risks amid sector cyber threats—aligned with Technology Committee remit and joint oversight with Audit/Risk .
- Independence and attendance: Independent under Nasdaq rules, with strong overall board/committee attendance across HBAN (97.9%; no director <75%) and active executive sessions; strengthens investor confidence in oversight rigor .
- Ownership alignment: Meets director ownership guideline (40,603 shares), holds meaningful total share interests (70,515), and is subject to anti-hedging/pledging policies—positive alignment signals .
- Compensation structure: Retainer-based mix of cash and DSUs; no options; meeting fees only above thresholds; structure mitigates pay-for-attendance distortions and supports long-term alignment without performance gaming risk .
- Say-on-Pay signal: HBAN’s 2024 say-on-pay support at 86.9% and ~92% 5-year average indicates constructive shareholder relations and compensation discipline; reflects broader governance confidence .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Inglis; Board reviews related-party transactions under NESG oversight; independence affirmed. Monitor potential vendor affiliations from cybersecurity advisory roles; none disclosed as related-party or material transactions with HBAN .
- RED FLAGS: None identified specific to Inglis (no pledging, no related-party transactions, independent status). Continue monitoring advisory-board ties to cyber firms for any prospective vendor relationships and ensure adherence to Related Party Transactions Policy if applicable .