Ken Phelan
HUNTINGTON BANCSHARES INC /MD/About Kenneth J. Phelan
Independent director at Huntington Bancshares (HBAN) since 2019; age 65 as of April 16, 2025. Chair of the Board’s Risk Oversight Committee, member of the Human Resources & Compensation Committee (HRCC) and Executive Committee. Former U.S. Treasury Chief Risk Officer; the Board has determined him to be a “risk management expert” under Federal Reserve Regulation YY. Education: BS Business Administration & Finance (Old Dominion University), MA Economics (Trinity College Dublin), JD (Villanova University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Chief Risk Officer | 2014–2019 | Established the Office of Risk Management; provided analysis of credit, market, liquidity, operational, governance, and reputational risks; Acting Director, Office of Financial Research (OFR). |
| RBS Americas | Chief Risk Officer | 2011–2014 | Broad bank risk oversight experience. |
| Oliver Wyman, Inc. | Senior Advisor | Since 2019 | Ongoing advisory role in risk and financial services. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adtalem Global Education Inc. | Director | Current | Public company directorship (committees not disclosed in HBAN proxy). |
Board Governance
- Committee assignments: Risk Oversight Committee (Chair), HRCC (Member), Executive Committee (Member).
- Independence: The Board and NESG Committee determined Phelan is independent under Nasdaq rules.
- Risk expertise: Board-determined “risk management expert” under Federal Reserve Regulation YY.
- Engagement signals: 2024 meetings held—Board 14, Risk Oversight Committee 16, HRCC 5, Executive Committee 1; average Board and committee attendance in 2024 was 97.9%.
- Executive sessions: Independent director-only sessions scheduled for all regular quarterly Board meetings.
- Committee independence: Members of Audit, HRCC, NESG, Risk Oversight, and Technology Committees are all independent under Nasdaq rules.
Committee Assignments & 2024 Meeting Cadence
| Committee | Role | 2024 Meetings Held |
|---|---|---|
| Risk Oversight Committee | Chair | 16 |
| Human Resources & Compensation Committee (HRCC) | Member | 5 |
| Executive Committee | Member | 1 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 163,000 | 157,494 | — | — | — | 320,494 |
- Director program structure: Annual cash retainer $100,000; annual equity retainer $137,500, set in 2021 to align with market; meaningful portion paid in equity. Meeting fees ($2,000) only when thresholds exceeded (Board >15; Audit/Risk >20; others >8).
- Equity form: Deferred stock units (DSUs) vest upon grant; release deferred until the later of six months post-separation or one year from grant; dividend equivalents reinvested.
- Compensation governance: Independent compensation consultant (Pearl Meyer); prohibition on hedging and pledging for directors.
Performance Compensation
| Item | Detail |
|---|---|
| 2024 DSU grant date | May 1, 2024 |
| DSU units (chairs: Audit, HRCC, Risk) | 11,538 units (Phelan qualifies as a chair) |
| DSU units (other directors) | 10,073 units |
| Vesting | Vested upon grant; release deferred to later of six months after separation or one year from grant |
| Valuation | Grant-date fair value per FASB 718; units × closing price on last trading day prior to grant |
No director options or performance-based cash/PSU metrics disclosed for non-employee directors.
Other Directorships & Interlocks
| Company | Type | Role | Overboarding Status |
|---|---|---|---|
| Adtalem Global Education Inc. | Public | Director | HBAN nominees do not serve on more than two other public company boards (no overboarding). |
- Related-party and ordinary-course relationships: The Board reviewed transactions with affiliates (e.g., directors or related entities as bank customers) and deemed them immaterial; independence maintained.
Expertise & Qualifications
- Core credentials: Audit/Financial Reporting; Compensation & Human Capital; Financial Services; Government/Public Policy & Regulatory; Legal; Public Company Executive; Risk Management; Strategic Planning/M&A; Technology/Cybersecurity & Info Security.
- Risk leadership: Treasury CRO and OFR acting director; Board-designated risk management expert under Regulation YY.
- Education: BS (Old Dominion University), MA Economics (Trinity College Dublin), JD (Villanova University).
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially owned shares (Feb 18, 2025) | 87,437 |
| Percent of class | <1% (indicated with “*”) |
| Additional share interests (e.g., reportable DSUs not deemed beneficial) | 81,144 |
| Total share interests | 168,581 |
| Deferred stock awards outstanding (Dec 31, 2024) | 80,376 |
| Deferred compensation plan account balance (Dec 31, 2024) | $731,360 |
| Shares pledged as collateral | None of the shares reported are pledged. |
| Ownership guideline | 40,603 shares (5× annual retainer at adoption); directors have 5 years to comply. |
| Compliance status | Each director with ≥5 years of service meets the guideline (Phelan, director since 2019). |
| Hedging/pledging policy | Prohibited for directors and executive officers. |
Governance Assessment
- Strengths: Deep risk oversight pedigree and designated risk management expert; chairs a high-activity Risk Oversight Committee (16 meetings in 2024), signaling substantial engagement; independence affirmed under Nasdaq rules; strong alignment via DSUs, meaningful beneficial ownership, and compliance with stock ownership guidelines; hedging/pledging prohibited.
- Compensation alignment: Director pay retainer-based with significant equity via DSUs; meeting fees only apply above thresholds, discouraging pay-per-meeting incentives; no option or performance cash awards for directors.
- Conflicts & related-party exposure: Ordinary-course banking relationships reviewed and deemed immaterial; no pledged shares. No disclosed related-party transactions involving Phelan.
RED FLAGS: None disclosed specific to Phelan. Continuous monitoring warranted for any changes in committee leadership or related-party transactions noted in future filings.