David Porteous
HUNTINGTON BANCSHARES INC /MD/About David L. Porteous
Independent Lead Director at Huntington Bancshares Incorporated (HBAN); director since 2003, age 72. An attorney with 40+ years’ experience in business, corporate, municipal law, and government relations; currently at McCurdy, Wotila & Porteous, P.C. Education: B.S. in Criminal Justice (Michigan State University) and J.D. (Western Michigan University, Cooley Law School). Core credentials include legal, risk management, audit/financial reporting oversight, compensation & HCM, strategic planning/M&A, and public policy/regulatory expertise. Committees: Executive Committee (Chair), Nominating & ESG (NESG) Committee (Chair), Risk Oversight Committee (member). Lead Director duties include presiding over executive sessions, approving agendas/schedules, liaising between independent directors and CEO, coordinating director education, and engaging with regulators and investors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank of Indianapolis | Director; Audit Committee Chair | Not disclosed | Chaired audit committee; enhanced audit oversight |
| Michigan State University Board of Trustees | Trustee; Chairman of the Board | 2003–2006 | Finance & Audit Committees; governance leadership |
| Jackson National Life Insurance of New York | Director | 2002–2016 | Audit, Risk, Compensation Committees |
| Michigan Economic Development Corporation / Michigan Economic Growth Authority (Exec Comm Chair) / Michigan Strategic Fund (Chair) / Michigan Chamber of Commerce | Board roles, committee chairs | Not disclosed | Economic development governance, executive committee leadership |
External Roles
| Company | Current Public Company Directorship | Committee Roles |
|---|---|---|
| None disclosed | None | N/A (HBAN biography lists no current public company boards for Porteous) |
Board Governance
- Independence: Board determined Porteous is independent under Nasdaq rules .
- Board leadership: Serves as Independent Lead Director; chairs Executive Committee and NESG Committee; member, Risk Oversight Committee .
- Lead Director authorities: Calls/sets executive sessions; approves agendas/schedules; liaises with CEO; coordinates orientation/education; available to meet investors; regularly meets independently with regulators; can engage advisors .
- Attendance/engagement: In 2024, Board/committee meetings totaled 67; average director participation 97.9%; no director attended <75%; all directors attended the 2024 annual meeting (virtual) .
- Committee cadence (2024): Executive (1), NESG (6), Risk Oversight (16; 4 joint with Audit/Technology); regular joint sessions across risk/audit/technology on overlapping topics such as ACL and cybersecurity .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $286,000 | Includes base retainer plus additional retainers; cash paid quarterly; meeting fees only if thresholds exceeded |
| Stock Awards (Deferred Stock Units) | $137,496 | 2024 DSU awards vest on grant; release ≥6 months after separation or ≥1 year from grant; dividend equivalents reinvested |
| Options | None | No option awards to directors |
| Total | $423,496 | Sum of cash and equity |
- Program structure: HRCC set director annual cash retainer at $100,000 and annual equity retainer at $137,500 (retainer-based mix of cash and equity). Additional retainers exist for committee chairs/members; $2,000 meeting fee only when volume exceeds thresholds (Audit/Risk >20; others >8; Board >15) . CEO and Mr. Torgow receive no director pay (Torgow receives separate advisory compensation unrelated to board service) .
Performance Compensation
| Item | Disclosure | Detail |
|---|---|---|
| Performance-linked metrics in director pay | None (retainer-based) | Director compensation is retainer-based in cash and DSUs; no EPS/TSR/ESG metrics or options for directors; meeting fees only above thresholds |
| Vesting/Release | Vested at grant; release timing conditions | DSUs vest on grant; released ≥6 months post-separation or ≥1 year from grant; dividend equivalents reinvested |
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Family employment | Paul McMahon (son-in-law) employed by Huntington Bank | Related party; reviewed under policy | SVP, Commercial Portfolio Manager; 2024 compensation $399,302; non-executive role; terms consistent with peers; independence evaluated and maintained |
| Loans to directors/officers | Ordinary course | Not material/conflicting | Loans made per Regulation O; substantially same terms as comparable customers; no unfavorable features |
| Charitable links | Various | Considered immaterial | Board considered donations to director-affiliated organizations; immaterial |
Expertise & Qualifications
- Skills matrix: Audit/Financial Reporting; Compensation & HCM; Corporate Responsibility; Financial Services; Government/Public Policy/Regulatory; Legal; Risk Management; Strategic Planning/M&A .
- Recognized authority in economic development; extensive leadership and legal background supporting committee oversight and Lead Director role .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 674,189; <1% of class | Includes voting/investment power; none pledged |
| Additional Share Interests (Vested DSUs) | 184,771 | Vested DSUs settle per plan after separation/release conditions |
| Total Share Interests | 858,960 | Beneficial + additional interests |
| Jointly held with spouse | 463,945 shares (included in beneficial holdings) | Footnote (3) detail |
| Immediate family/trust holdings | 10,137 shares (included) | Footnote (3) detail |
| Director DSUs outstanding (12/31/24) | 183,566 | DSUs granted annually since 2006 |
| Deferred Compensation Plan balance (12/31/24) | $1,862,404 | Accounts substantially comprised of HBAN common stock |
| Ownership guidelines | 40,603 shares minimum; met (≥5 years service) | Guideline equals 5x annual retainer (when adopted) |
| Hedging/pledging | Prohibited | Policy disallows hedging/pledging by directors |
Governance Assessment
- Board effectiveness: Porteous is deeply engaged as Independent Lead Director, central to agenda-setting, executive sessions, and director education; he regularly meets independently with regulators and can engage external advisors—robust counterbalance to combined Chair/CEO structure .
- Committee leadership: Chairs Executive and NESG Committees; member of Risk Oversight—positioned at the nexus of governance, refreshment, related-party review, ESG oversight, and risk governance; NESG reviews related-party transactions and independence standards .
- Independence & attendance: Confirmed independent; 2024 meeting load was high (67 total), with strong attendance across the board (avg 97.9%) and all directors attending the annual meeting—supports engagement .
- Ownership alignment: Significant personal holdings (674,189 beneficial shares; 183,566 DSUs; $1.86M deferred comp balance) well above guideline, with no pledging—strong alignment .
- Compensation structure: Retainer-based cash and DSUs with restrained meeting fees (only over thresholds) and no options or performance-linked metrics in director pay; supports independence and long-term alignment without undue risk incentives .
- Conflicts and RED FLAGS:
- Related-party: Son-in-law’s employment is disclosed, reviewed by NESG under policy, non-executive role, market terms; independence maintained—low risk but monitor for changes (Disclosure is a positive governance practice) .
- Hedging/pledging: Prohibited; none of his shares pledged—positive .
- Clawbacks: Robust recoupment framework exists, though restatement policy primarily covers executive officers; director equity subject to plan terms—positive control environment .
- Overboarding: No nominee serves on >2 other public boards; Porteous lists no current public company directorships—positive .
- Shareholder sentiment: Say-on-pay approval 86.9% in 2024; five-year average ~92%—supports compensation governance credibility .
Overall, David L. Porteous exhibits strong governance leadership, independence, and risk oversight with substantial ownership alignment. The disclosed family employment is appropriately managed under policy; no material related-party transactions, pledging, or hedging present. His role as Lead Director and dual committee chair enhances board effectiveness and investor confidence .