Gary Torgow
HUNTINGTON BANCSHARES INC /MD/About Gary Torgow
Gary Torgow (age 68) is Chairman of The Huntington National Bank and a Director of Huntington Bancshares Incorporated since 2021. He is a seasoned Midwest financial services leader, previously Executive Chairman of TCF (formerly Chemical Financial) and Executive Chairman of Talmer Bancorp prior to their mergers; he founded and chaired Sterling Group, a Michigan real estate development firm. He holds a BA in history (Yeshiva University) and JD (Wayne State University), with honorary doctorates from Alma College and Eastern Michigan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Huntington National Bank | Chairman | 2021–present | Commercial business development; community relationships |
| TCF Financial (formerly Chemical Financial) | Executive Chairman | 2016–2021 | Led post-merger integration and governance through TCF Merger |
| Talmer Bancorp, Inc. | Executive Chairman | Pre-merger to Chemical/TCF (date not specified) | Executive leadership through merger process |
| Sterling Group (Michigan) | Founder & Chairman | Prior to Talmer (dates not specified) | Regional real estate/development leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| DTE Energy Company | Director | Public company | Current public board |
| Blue Cross Blue Shield of Michigan | Director | Private/Non-profit | One of Michigan’s largest medical insurers |
| Business Leaders of Michigan | Chairman | Business roundtable | Chairs statewide CEO/Chair network |
| Jewish Federation of Detroit | President | Non-profit | Community leadership |
| Skillman Foundation; Community Foundation for Southeast Michigan | Trustee | Non-profit | Philanthropy leadership |
Board Governance
| Attribute | Detail |
|---|---|
| HBAN Board Committees | Community Development Committee (member) |
| Committee responsibilities | Oversight of community plan; CRA performance; DEI; philanthropy; fair lending/UDAAP (with ROC) |
| Independence status | Not independent under Nasdaq Rules due to compensation >$120,000 unrelated to director service |
| Attendance | Average Board/committee attendance 97.9% in 2024; no director <75% (HBAN-wide) |
| Meetings held (2024) | Board 14; Community Development Committee 4; total Board/committee meetings 67 |
| Executive sessions | Regularly scheduled for quarterly Board meetings |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Advisory fee (final payment under Letter Agreement) | 2,750,000 | Paid per December 13, 2020 Letter Agreement for advisory services (relationships in customer/community/local government); Side Letter extended terms through June 9, 2027 |
| Car/driver and security personnel | 52,948 | Fuel, salary/overtime for driver; maintenance/depreciation on vehicle |
| Administrative support & office space | 53,644 | Admin support and office usage |
| Board retainer (cash) | 0 | CEO and Mr. Torgow receive no compensation for Board service |
| Board equity retainer (DSUs) | 0 | CEO and Mr. Torgow receive no director compensation |
| Total “All Other Compensation” (2024) | 2,856,592 | Sum of above |
Independence implication: The advisory/benefit arrangement (>$120k) drives “not independent” classification under Nasdaq Rules .
Performance Compensation
| Equity/Options (Director) | 2024 Grants | Vest/Delivery | Performance Metrics |
|---|---|---|---|
| Deferred Stock Units (DSUs) | None for Mr. Torgow | n/a | n/a (CEO and Mr. Torgow do not receive director comp) |
| DSU program (context) | Chairs: 11,538 units; other directors: 10,073 units (May 1, 2024) | Vested at grant; delivered later; dividend equivalents credited | Not performance-based (director equity retainer) |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| DTE Energy Company | Utilities | Director | No related-party transactions disclosed with DTE; NESG Committee oversees related-party policy and independence assessments |
| Blue Cross Blue Shield of Michigan | Health insurance | Director | Directors may be affiliated with customer entities; ordinary-course lending/deposit relationships reviewed; immaterial in independence determinations |
Expertise & Qualifications
- Financial services leadership across Midwest markets; legal background; risk and strategic planning experience .
- Skills matrix indicates competencies in Audit/Financial Reporting, Compensation & Human Capital, Corporate Responsibility, Financial Services, Government/Regulatory, Legal, Public Company Executive, Risk Management, Strategic Planning/M&A .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 18, 2025) | 934,929 shares; <1% of class; no shares pledged |
| Additional share interests | None reported for Mr. Torgow |
| Common shares outstanding (Record Date) | 1,460,753,955 |
| Ownership guidelines (Directors) | 40,603 shares (5x retainer; guideline calculated at adoption); five years to comply |
| Guideline compliance (Torgow) | Beneficial ownership of 934,929 exceeds guideline threshold |
Governance Assessment
- Strengths: Deep regional banking and community development expertise; active role in business development as Bank Chairman; strong share ownership; no pledged shares; HBAN-wide robust attendance and executive sessions .
- Risks/RED FLAGS:
- Not independent under Nasdaq Rules due to substantial advisory/benefit compensation arrangement (final $2.75M payment and ongoing benefits through 2027) .
- Ongoing Side Letter benefits (executive assistant; driver/security; other staff) may signal elevated related-party exposure; requires continued NESG oversight under Related Party Transactions Policy .
- Mitigants: Formal Related Party Transactions Policy with NESG oversight; ordinary-course customer relationships assessed for independence; prohibition on director hedging/pledging; director stock ownership guidelines .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | HBAN reports all applicable filings timely except two late Form 4s for other officers (not Mr. Torgow); no late filings noted for Mr. Torgow |
Notes on Committee Effectiveness
- Community Development Committee met 4 times in 2024, overseeing CRA performance, DEI programs, external community relationships, and fair lending/UDAAP monitoring in coordination with Risk Oversight .
- Board maintained broad joint-session practice among Risk Oversight, Audit, and Technology Committees on high-risk issues (e.g., cybersecurity), supporting overall governance quality .
Director Compensation Program (Context)
- Standard director compensation set at $100,000 cash retainer and $137,500 equity retainer (DSUs), meeting fees only above thresholds; CEO and Mr. Torgow are excluded from director compensation .
- 2024 DSU grant levels: 11,538 (committee chairs: Audit, HRCC, ROC) and 10,073 (other directors), vested at grant and delivered after service .