Helga Houston
HUNTINGTON BANCSHARES INC /MD/About Helga Houston
Helga S. Houston is Senior Executive Vice President and Chief Risk Officer (CRO) at Huntington Bancshares (HBAN). She joined Huntington in September 2011 and has served as CRO since January 2012, leading enterprise risk management and chairing Huntington’s Risk Management Committee; she also has executive responsibility for the Board’s Risk Oversight Committee . She earned a bachelor’s degree from Westmont College and an MBA from the University of Southern California . HBAN’s 2024 performance context for incentive plans included Adjusted ROTCE of 16.0%, Adjusted EPS of $1.25, and MIP funding at 105.2% of target; total revenue rose 0.5% to $7.4B, with period-end loans +6.6% and deposits +7.4% . Pay-versus-performance shows HBAN’s $100 TSR tracker at $138 vs $133 for the KBW Bank Index (12/31/2019 base to 12/31/2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Huntington Bancshares | Senior EVP & Chief Risk Officer; leads Corporate Risk Management; chairs Risk Management Committee; executive responsibility to Board Risk Oversight Committee | 2011–present | Built and oversees enterprise risk management aligned to a moderate-to-low risk appetite; co-governs incentive risk review processes |
| Phoenix Global Advisors (Charlotte, NC) | Partner | Not disclosed (prior to 2011) | Risk, compliance, and strategy advisory experience leveraged in CRO role |
| Bank of America | Executive roles across multiple lines; most recently Risk Executive for Global Consumer & Small Business Banking | ~20 years (prior to 2009) | Broad risk, wealth/investment, CIB and CRE finance experience; deep operating risk expertise |
| Crocker National Bank; Home Federal Savings & Loan | Banking roles | Not disclosed | Early career experience in real estate and lending risk |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Risk Institute at The Ohio State University | Advisory Board (prior Board Chair) | Not disclosed | Board leadership in industry risk practice |
| Westmont College | Board of Trustees | Not disclosed | Governance/academia link |
| The New Albany Community Foundation | Board of Trustees | Not disclosed | Community leadership |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Base salary | Not individually disclosed for Ms. Houston in 2024–2025 proxy NEO tables | Ms. Houston was not a Named Executive Officer in the 2024 compensation tables; NEOs disclosed were CEO, CFO, Presidents of Consumer/Commercial and General Counsel . |
| Target bonus % | Not individually disclosed | Company program design shown below (MIP metrics and targets) . |
Performance Compensation
| Incentive element | Metric(s) | Weighting/Target | 2024 Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual MIP (cash) | Adjusted EPS; Adjusted PPNR Earnings Growth; Adjusted Operating Leverage | Targets set annually by HRCC (payout range 0–200% of target); CEO target 200% of salary; other NEO targets 110–150% (role-based) | Company-wide 2024 performance certified at 105.2% of target after approved adjustments | N/A | Metrics chosen to balance growth, profitability, and expense discipline; extraordinary items adjustability disclosed . |
| Long-Term Incentive (PSUs) | 3-year Relative ROTCE vs peer group (target at 55th percentile) and absolute ROTCE threshold ≥6% | Payout 0–150% of target; modifier for “new revenue” discontinued starting 2024 grants | Not applicable to a specific Helga award (not disclosed) | Cliff at end of 3-year period | PSU design and peer-relative calibration described in CD&A . |
| Long-Term Incentive (RSUs) | Time-based | N/A | N/A (individual awards not disclosed) | 50% vests at year 3; 50% at year 4 | Dividend equivalents not paid pre-vesting . |
Equity Ownership & Alignment
- Stock ownership guidelines: 3x salary for executive officers; CEO 10x. Hedging and pledging of HBAN stock by executives and directors is prohibited .
- Clawbacks: Huntington maintains a Misconduct Recoupment Policy (all colleagues) and a Financial Restatement Compensation Recoupment Policy (adopted Oct 2023) for executive officers .
Recent Form 4 insider transactions for Helga Houston (monitor for vesting-driven sales and windows)
| Date (filed) | Transaction date | Type | Shares | Price | Transaction value | Post-transaction direct holdings | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-01 | 2025-04-30 | Sale | 42,345 | $14.72 | $623,318 | Noted in filing | SEC Form 4 PDF |
| 2024-07-31 | 2024-07-23 | Sale | 33,000 | $15.13 | $499,290 | 265,810 | SEC index (Benzinga aggregator) |
| 2024-02-01 | 2024-01-30 | Sale | 28,700 | $13.17 | $378,000 | 586,050 | SEC index (Benzinga aggregator) |
Notes:
- Executive hedging/pledging is prohibited, reducing alignment risk from collateralized shares .
- Individual beneficial ownership totals for Ms. Houston were not listed in the 2025 proxy’s Security Ownership table (that table covers Directors/NEOs) . Use Form 4s for the most current positions and trading cadence .
Employment Terms
| Term | Huntington policy (applicable Executive Agreements) | Source |
|---|---|---|
| Severance multiple (Change in Control) | CEO: 3.0x base salary + 3.0x target bonus; Other NEOs: 2.5x base salary + 2.5x target bonus (paid in lump sum) | |
| Benefits continuation (CIC) | CEO: 36 months; Other NEOs: 30 months | |
| Pro-rata annual bonus on CIC | Paid based on actual YTD results or prior-year target, whichever is greater | |
| Equity treatment on CIC | Options/RSUs/PSUs vest per plan terms (double-trigger CIC; no single-trigger vesting) | |
| Outplacement | Fees up to 15% of base salary + up to $5,000 job-search travel | |
| Excise tax gross-ups | None; “best net” cut-back applies | |
| Clawbacks | Misconduct Recoupment Policy (enterprise); Financial Restatement Recoupment Policy (exec officers) | |
| Hedging/pledging | Prohibited for executives and Directors |
Note: The proxy discloses Executive Agreements terms for NEOs and program-level provisions. Ms. Houston’s individual agreement is not separately detailed in the 2025 proxy; Huntington applies the policies above to covered executive officers .
Performance & Track Record
| Indicator | 2024 result | Relevance to CRO role |
|---|---|---|
| Adjusted ROTCE | 16.0% | Primary LTIP metric (PSUs) linking value creation to returns; reflects effective risk-adjusted profitability . |
| Adjusted Operating Leverage | 4.2% | Balanced incentives to grow revenue faster than expenses while maintaining discipline . |
| Adjusted EPS | $1.25 | Supports MIP alignment to shareholder value . |
| PPNR Earnings Growth | 2.04% | Operating earnings quality focus (pre-provision) . |
| Growth context | Total revenue +0.5% to $7.4B (FTE); loans +6.6%; deposits +7.4% YoY | Shows growth amid disciplined risk appetite . |
| TSR context | $100 invested 12/31/19 → $138 HBAN vs $133 KBW at 12/31/24 | Outperformance vs banking index over the period used in pay-vs-performance . |
Risk oversight linkages: The CHRO and CRO co-chair the Incentive Compensation Oversight Committee; a year-end “significant risk events” review can reduce incentive payments where warranted, aligning pay and risk outcomes .
Compensation Structure Analysis
- Equity mix and risk: PSUs (performance-based) are the majority of CEO LTI and half of other NEO LTI; revenue modifier removed in 2024 to avoid windfall multipliers, tightening pay-for-performance linkage to sustained ROTCE .
- Governance safeguards: No hedging/pledging, no dividends before vesting, no single-trigger CIC vesting, and robust dual clawbacks reduce misalignment and moral hazard risk .
- Annual plan adjustments: HRCC used defined “extraordinary event” adjustments in 2024 (e.g., FDIC special assessment, restructuring), transparently disclosed; funding certified at 105.2% of target .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 86.9% support at 2024 annual meeting; ~92% average over last five years, indicating broadly favorable investor sentiment .
- Shareholder outreach: Invitations to investors holding ~58% of shares; meetings with ~25% of outstanding common stock in 2024–2025 outreach cycles .
Investment Implications
- Alignment: Strong structural alignment with investors via PSUs tied to ROTCE, multi-year vesting schedules, ownership guidelines (3x salary for executives), and prohibitions on hedging/pledging .
- Retention/overhang: CRO-specific compensation not itemized in 2024 proxy; however, program-wide LTI design and Executive Agreements (double-trigger CIC; no gross-ups) support retention without excessive shareholder-unfriendly features .
- Trading signals: Ms. Houston reported several open-market sales in 2024–2025; monitor cadence around annual grant/vesting dates (e.g., March awards; 3–4 year RSU vesting) to assess whether activity is plan-driven vs discretionary. The presence of anti-hedging/pledging policies reduces downside alignment risk; continued tracking of post-transaction holdings is warranted .
- Execution risk: As CRO, Houston co-governs incentive risk and event reviews; HRCC’s adjustments and risk oversight mechanisms (co-chaired by the CRO) imply governance discipline that can mitigate tail risks, supporting sustainable performance .
Data availability note: Ms. Houston was not listed among 2024 NEOs in the 2025 proxy, so individual base salary, target bonus, and equity grant values for her were not disclosed; program and policy details above provide the best available view into incentives, vesting, clawbacks, and CIC economics at Huntington .