Marcy Hingst
HUNTINGTON BANCSHARES INC /MD/About Marcy Hingst
Marcy C. Hingst, age 51, is Senior Executive Vice President and General Counsel at Huntington Bancshares (HBAN), joining the Executive Leadership Team in October 2023; her remit includes the Office of the Corporate Secretary, Government Relations, Corporate Insurance, and Corporate Responsibility . In 2024, HBAN delivered adjusted ROTCE of 16.0%, adjusted EPS of $1.254, total revenue of ~$7.46B (+0.6% y/y), and total assets of $204B (+8% y/y), with MIP metrics funded at 105.2% of target . A $100 investment in HBAN on 12/31/2019 was worth $138 by 12/31/2024 (vs. KBW Bank Index $133) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Global Anti-Money Laundering Executive and Chief Risk Officer, Wealth Management | Sep 2021–Oct 2023 | Led AML and risk for wealth; strengthened risk governance across a complex business . |
| Bank of America | Chief Risk Officer, Consumer and Wealth Management | Apr 2019–Sep 2021 | Oversaw consumer and wealth risk; anchored aggregate risk appetite adherence . |
| Bank of America | Deputy General Counsel, Consumer | From Apr 2017 | Drove consumer legal advisory; supported product/innovation with legal risk controls . |
| Bank of America | Multiple leadership roles | 2005–2023 | Progressive leadership across legal/risk domains in a global bank . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $700,000 | Set upon joining ELT in Oct 2023 . |
| MIP Target | $770,000 | Implies ~110% of base; other NEOs range 110–150% . |
| MIP Actual Paid | $800,000 | Company MIP funding 105.2% . |
| LTI Target | $1,540,000 | Mix of PSUs and RSUs . |
| LTI Granted (Annual) | $1,550,000 | RSUs $1,324,992; PSUs $774,993 . |
| Sign-on Cash Bonus | $875,000 (paid $125k in 2023; $750k in 2024) | Subject to repayment on voluntary termination within 24 months of each payment . |
| Make‑Whole Awards | $550,000 cash (2023) and $550,000 RSUs (2024) | To replace forfeited prior employer awards . |
| Perquisites | $7,395 executive physical | Limited perqs; no aircraft/car usage disclosed for Hingst . |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual MIP: Adjusted EPS | Not disclosed | Set vs budget | 101.5% performance factor; part of 105.2% plan funding | Cash, paid based on year results . |
| Annual MIP: Adjusted PPNR Earnings Growth | Not disclosed | Set vs budget | 106.8% performance factor | Cash . |
| Annual MIP: Adjusted Operating Leverage | Not disclosed | Set vs budget | 107.4% performance factor | Cash . |
| PSUs (2024 grant) | PSU is majority of LTI | Relative ROTCE: 55th percentile target; Absolute ROTCE ≥6% threshold | 0–150% payout range after 3-year period | 3-year performance; settled in stock . |
| RSUs (2024 grant) | Time-based | N/A | Grant-date fair value $774,993 | 50% vest at year 3; 50% at year 4 . |
Recoupment: HBAN applies overlapping clawbacks (misconduct, financial restatement, plan-specific terms, SOX/Dodd-Frank), with no recoveries from NEOs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 69,612 shares (as of 2/18/2025); none pledged . |
| Unvested RSUs (12/31/2024) | 146,740 (11/1/2023 grant, 40/40/20 schedule) and 43,927 (3/1/2024 annual grant); market value $2,387,452 and $714,688, respectively . |
| Unvested PSUs (12/31/2024) | 61,896 target (2024 cycle) and 92,844 maximum; market value at max $1,510,577 . |
| Ownership Guidelines | 3x salary for senior EVPs; NEO guidelines apply; hedging and pledging prohibited . |
| Insider Reporting | One late Form 4 for Hingst (tax withholding on RSU vesting) due to administrative error . |
Employment Terms
| Provision | Key Terms for Hingst |
|---|---|
| Change-in-control (CIC) | Double-trigger (termination + CIC), no excise tax gross-ups; best-net-benefit “cut-back” provision . |
| CIC Severance Multiple | 2.5x base salary + 2.5x target MIP; pro‑rata MIP; 30 months welfare benefits; outplacement; equity acceleration per plan rules . |
| Estimated CIC Package (as of 12/31/2024) | Cash severance $3,675,000; pro‑rata bonus $800,000; outplacement $110,000; welfare $60,911; performance equity $1,145,017; time‑based equity $4,109,191; total $9,900,119 . |
| Non‑compete/Non‑solicit | One‑year non‑compete post‑termination for NEOs; confidentiality obligations . |
| Clawbacks | Misconduct and financial restatement policies; plan-level recovery terms . |
Equity Grants and Vesting Detail
| Grant Date | Type | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 10/17/2023 (effective 11/1/2023) | RSU (onboarding) | 233,644 | $549,999 | 40% year 1; 40% year 2; 20% year 3; subject to repayment if voluntary termination within 24 months . |
| 3/1/2024 | RSU (annual) | 59,845 | $774,993 | 50% vest year 3; 50% vest year 4 . |
| 3/1/2024 | PSU (annual target) | 59,845 | $774,993 | 3‑year performance (Relative ROTCE/Absolute ROTCE); 0–150% payout . |
Company Performance Context (2024)
| Metric | 2024 | Notes |
|---|---|---|
| Adjusted EPS | $1.254 | Non‑GAAP per Appendix A . |
| Adjusted ROTCE | 16.0% | Non‑GAAP . |
| Adjusted Total Revenue | $7,455M | FTE basis . |
| Assets (Period‑end) | $204B | +8% y/y . |
| MIP Plan Funding | 105.2% | Certified by HRCC . |
| Say‑on‑Pay Approval | 86.9% (2024) | Average ~92% over last five years . |
Compensation Structure Analysis
- Equity-heavy, performance linked: Annual LTI combines PSUs (relative/absolute ROTCE) and RSUs; PSUs comprise ~50% for other NEOs (rising to 55% in 2025), reinforcing pay-for-performance and multi-year alignment .
- No risky features: No option repricing, no tax gross-ups, robust clawbacks, hedging/pledging prohibited—reducing shareholder-unfriendly practices and alignment risks .
- Retention emphasis: Onboarding cash and RSU make‑wholes with multi-year vesting and repayment obligations suggest low near-term departure risk and strong retention incentives for Hingst .
Risk Indicators & Red Flags
- Late Section 16 filing: One late Form 4 (administrative) for RSU tax withholding—low severity, but process note for compliance monitoring .
- Insider selling pressure: Upcoming RSU tranches (40/40/20 from 11/1/2023 grant; 50/50 from 3/1/2024 grant) could create periodic sell‑to‑cover activity around vest dates; hedging/pledging is prohibited, mitigating alignment concerns .
- CIC economics: Material equity acceleration plus 2.5x severance under CIC double-trigger; mitigated by best‑net‑benefit cut‑back and no gross‑ups .
Compensation Peer Group (Benchmarking)
- 10-bank peer set used for benchmarking (CFG, CMA, FITB, KEY, MTB, PNC, RF, TFC, USB, ZION), with PSUs’ relative ROTCE target at the 55th percentile vs peers .
- 2025 program elevated PSU weighting (CEO 60%; other NEOs 55%), reflecting shareholder feedback to strengthen performance linkage .
Employment Start and Tenure
- Joined HBAN as General Counsel and Senior EVP on October 16, 2023; became ELT member as of October 2023 .
Investment Implications
- Alignment: Hingst’s pay mix emphasizes PSUs tied to ROTCE, fostering returns discipline; prohibitions on hedging/pledging and ownership guidelines support shareholder alignment .
- Retention risk: Sign‑on and multi‑year RSUs (with repayment conditions) plus double‑trigger CIC terms suggest low near‑term departure risk; monitor vesting calendar for sell‑to‑cover flows rather than discretionary sales .
- Execution: Her deep AML/risk/legal background from BofA aligns with HBAN’s moderate‑to‑low risk appetite; company delivered 2024 adjusted ROTCE 16.0% and MIP overachievement (105.2%), indicating effective governance and performance under current ELT .
- Governance quality: No tax gross‑ups, robust clawbacks, and rising PSU weighting post investor feedback suggest governance strength—reducing pay inflation and misalignment risks .