Kendall Kowalski
HUNTINGTON BANCSHARES INC /MD/About Kendall Kowalski
Kendall A. Kowalski is Executive Vice President and Chief Information Officer (CIO) of Huntington Bancshares, serving as CIO since February 2014 and joining the Executive Leadership Team (ELT) in March 2024; he is 56 years old as of the April 16, 2025 annual meeting . Prior to Huntington, Kowalski held cybersecurity and information technology leadership roles at JPMorgan Chase and was a Senior Manager at Accenture, bringing nearly three decades of technology and operations experience to Huntington . Company performance context for 2024 included total revenue up 0.5% to $7.4B (FTE basis), assets of $204B, and peer-leading loan and deposit growth; the 2024 annual incentive metrics (EPS, PPNR growth, Operating Leverage) were certified at 105.2% of target . Huntington’s long-term incentive program emphasizes PSUs tied to Relative and Absolute ROTCE, stock ownership guidelines (3x salary for ELT and next-level executives receiving equity awards), a prohibition on executive hedging/pledging, and double-trigger change-in-control terms—key levers for aligning executive pay with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huntington Bancshares | EVP, Chief Information Officer | 2014–present | Leads enterprise technology agenda; elevated to ELT effective Mar 1, 2024 to support enterprise growth, risk management, and digital execution . |
| JPMorgan Chase & Co. | Senior Vice President; leadership roles in cybersecurity & information technology | 2002–2014 | Large-bank technology and cybersecurity leadership experience brought to Huntington . |
| Accenture | Senior Manager | 1994–2002 | Consulting and delivery background in financial services technology . |
External Roles
- No external directorships or public-company board roles for Kowalski are disclosed in Huntington’s proxy “Our Executive Officers” section .
Fixed Compensation
| Component | 2024 |
|---|---|
| Base Salary ($) | Not individually disclosed (Kowalski was not a 2024 Named Executive Officer in the proxy) . |
| Target Bonus % | Not individually disclosed (program structure for executives described in CD&A) . |
| Actual Bonus Paid ($) | Not individually disclosed (MIP certified company results = 105.2% of target) . |
Performance Compensation
Annual Incentive (MIP) – Company Framework and 2024 Results
| Metric | Weighting | Target | 2024 Actual | Payout |
|---|---|---|---|---|
| Adjusted EPS | Part of MIP | Company target set by HRCC | $1.25 | Component of overall MIP certified at 105.2% of target . |
| Adjusted PPNR Earnings Growth | Part of MIP | Company target set by HRCC | 2.04% | Component of overall MIP certified at 105.2% of target . |
| Adjusted Operating Leverage | Part of MIP | Company target set by HRCC | 4.2% | Component of overall MIP certified at 105.2% of target . |
Notes:
- Annual incentive plan metrics and certification are at the company level; individual outcomes for Kowalski are not disclosed .
Long-Term Incentives (LTIP) – Design and Illustrative Outcomes
| Award Type | 2024 Mix (other NEOs) | 2025 Mix (other NEOs) | Performance Metric / Vesting | Illustrative Payout History |
|---|---|---|---|---|
| PSUs | 50% of LTI | 55% of LTI | Relative and Absolute ROTCE over a 3-year period | 2021–2023 PSU cycle paid 165% of target (74.6th percentile relative ROTCE; 21.38% absolute ROTCE; +10% revenue modifier prior to phase-out) . |
| RSUs | 50% of LTI | 45% of LTI | Time-vesting per plan terms; no dividends before vest | Annual grants on pre-established dates; no dividends prior to vesting . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership – initial Form 3 (as of Mar 1, 2024) | 5,967 common shares, Direct . |
| Amended Form 3 including RSUs (as of Mar 1, 2024) | 74,023.793 (includes 68,056.793 RSUs) . |
| Stock options disclosed (Form 3/A, dated Jul 26, 2024) | 15,839 @ $8.57 exp. 05/01/2030; 19,143 @ $13.77 exp. 05/01/2029; 6,662 @ $14.81 exp. 05/01/2028; 23,358 @ $16.08 exp. 03/26/2031; vest in 4 equal annual installments beginning on first anniversary of grant . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Ownership guidelines | CEO 10x salary; 3x salary for each NEO and next-level executives receiving equity awards (applies to ELT level); timing/compliance for Kowalski not separately disclosed . |
| Ownership as % of shares outstanding | ~0.0051% based on 74,023.793 shares vs 1,460,753,955 shares outstanding as of record date (approximation shown) . |
Employment Terms
- Change-in-control provisions: double-trigger; no single-trigger vesting; no excise tax gross-ups; no option repricing without shareholder approval .
- Recoupment (clawback): robust misconduct recoupment (vested and unvested incentive comp) and financial restatement recoupment policy adopted Oct 2023 .
- Hedging/pledging: prohibited for executives and directors .
- Executives are elected annually by the Board; Kowalski became a member of the ELT as of March 2024 .
Performance & Track Record (Company Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,972,000,000* | $1,908,000,000* | $2,022,000,000* |
Values retrieved from S&P Global.
Notes:
- Company 2024 highlights: total revenue up 0.5% to $7.4B (FTE), assets $204B, year-end loan growth +6.6% and deposit growth +7.4% YoY, dividend yield 3.8% based on last paid dividend rate .
- 2024 annual incentive metrics certified at 105.2% of target (company level) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support at 2024 annual meeting: 86.9% (five-year average ~92%) .
- 2024 outreach: invitations sent to holders of ~58% of outstanding shares; meetings with investors owning ~25% of shares; Board/management consider feedback in program adjustments (e.g., higher PSU mix for 2025) .
Compensation Structure Analysis
- Increased performance emphasis: long-term PSU weighting rose in 2025 (to 55% for other NEOs) signaling greater reliance on multi-year ROTCE outcomes .
- Risk controls: robust recoupment policies, hedging/pledging ban, and double-trigger CIC reduce misalignment and behavioral risk; no excise tax gross-ups and no option repricing without shareholder approval improve governance quality .
- Annual incentive design: balanced metrics (EPS, PPNR growth, operating leverage) that tie to quality growth and efficiency; 2024 payout modestly above target (105.2%) indicates measured incentive outcomes .
Risk Indicators & Red Flags
- Hedging/pledging ban mitigates alignment risks typically associated with pledged shares .
- Recoupment (misconduct and restatement) lowers tail-risk from misreporting or rule breaches .
- No evidence in proxy of option repricing or single-trigger vesting; company states prohibitions and double-trigger standards .
Investment Implications
- Alignment: Policy architecture (PSU-heavy LTI tied to ROTCE, 3x salary ownership guideline at ELT, hedging/pledging ban, double-trigger CIC, and robust clawbacks) supports shareholder alignment and reduces governance risk .
- Retention and selling pressure: Disclosed unexercised options with multi-year expiries and RSUs imply continuing vesting cadence that can aid retention; no pledging allowed; individual Form 4 trading history not disclosed in the proxy materials reviewed .
- Execution: CIO elevation to ELT in 2024 underscores technology’s centrality to Huntington’s growth, risk management, and operating leverage agenda; company-level MIP outturn (105.2%) and 2024 growth metrics provide supportive operating context .
References:
- Executive biography and ELT status:
- Ownership and options:
- Compensation design and governance:
- Company performance context and say-on-pay/shareholder engagement:
S&P Global disclaimer for financials: Values marked with an asterisk (*) are retrieved from S&P Global.