Prashant Nateri

About Prashant Nateri

Prashant Nateri, age 52, is Executive Vice President and Chief Corporate Operations Officer at Huntington Bancshares (HBAN). He joined Huntington’s Executive Leadership Team in March 2024 and has been with Huntington since 2012, following leadership roles at JPMorgan Chase and Cambridge Technology Partners . Huntington’s executive incentive program ties pay to non-GAAP performance metrics including Adjusted EPS, PPNR earnings growth, Operating Leverage, and ROTCE; for 2024 Huntington delivered Adjusted EPS of $1.25, PPNR growth of 2.04%, Operating Leverage of 4.2%, and Adjusted ROTCE of 16.0% . Company highlights at year-end 2024 included #1 year-over-year loan and deposit growth among peers, top quartile net charge-offs, ACL of 1.88%, and scale across consumer, commercial, and payments businesses .

Past Roles

External Roles

Fixed Compensation

• HBAN discloses detailed compensation for Named Executive Officers (NEOs), but Nateri was not an NEO in the 2025 proxy, so his base salary, target bonus, and actual bonus are not individually reported .
• Executive compensation framework emphasizes long-term alignment with stock ownership requirements and variable, performance-based pay alongside base salary; executives have five years to reach ownership guidelines and must maintain compliance thereafter .

Performance Compensation

HBAN executive incentive design and 2024 outcomes (company-wide):

RSU vesting terms (executives receiving RSUs under annual LTI awards):

• Standard RSU vesting schedule: 50% vests on the third anniversary and 50% on the fourth anniversary of grant; one-for-one share settlement; forfeiture if not vested; no dividends prior to vesting .

PSU cycles and precedent:

• The 2021–2023 PSU cycle settled at 165% of target (relative ROTCE above maximum; absolute ROTCE 21.38%; 10% incremental revenue modifier applied), illustrating above-target long-term performance culture and payout alignment when metrics outperform .

Equity Ownership & Alignment

Policies and ownership expectations:

• Executive officers are subject to robust stock ownership requirements (multiple of salary; five years to comply), hedging and pledging of Huntington equity are prohibited for directors, executive officers, ELT members, and Section 16 officers .
• Proxy notes that reported executive and director holdings were not pledged and details additional holdings through deferred compensation plans; beneficial ownership table is as of Feb 18, 2025 .

Recent insider transactions and vesting events (Form 4):

Ownership guidelines and compliance:

• NEO ownership multiple examples (CEO 10x salary; other senior executive vice presidents 3x), with five-year compliance window; executive officers generally subject to the policy. As of Feb 18, 2025, each NEO serving at least five years met the guidelines .

Employment Terms

• Executive Agreements (change-in-control severance) are disclosed for NEOs: cash severance equal to 3x salary+target bonus for CEO and 2.5x for other NEOs, pro rata bonus, extended benefits, outplacement, and accelerated equity per plan terms; best-net-benefit clause replaced excise tax gross-ups; no single-trigger vesting; non-compete of three years (CEO) and one year (other NEOs) post-termination .
• HBAN states only the CEO has an employment agreement; other executives’ protections are via Executive Agreements; Nateri-specific contract terms are not disclosed in the proxy .

Severance economics (illustrative NEO table from proxy):

Clawbacks and recoupment:

• HBAN maintains overlapping recoupment frameworks: Misconduct Recoupment Policy, Financial Restatement Compensation Recoupment Policy (Rule 10D-1), plus SOX and Dodd-Frank recovery; covers cash incentives, equity (vested/unvested), and net proceeds of exercised awards .

Compensation Structure Analysis

• Long-term orientation: majority of executive compensation in performance-based LTI, with PSUs representing 50% of LTI for other NEOs in 2024 (moving to 55% in 2025), reinforcing pay-for-performance alignment .
• Metric stability: 2024 maintained EPS, PPNR growth, and Operating Leverage in MIP based on investor feedback and say-on-pay trends; underscores linkage to quality revenue and expense discipline .
• Governance safeguards: no option repricing without shareholder approval; annual standardized grant date practice; hedging/pledging prohibited; no excise tax gross-ups (best-net-benefit applied) .

Compensation Peer Group (Benchmarking)

Equity Ownership & Alignment – Additional Governance

• Insider Trading Policy implemented and filed as an exhibit to the FY2024 10-K; governance documents include recoupment policies and committee charters, evidencing strong governance framework .
• Proxy ownership table notes beneficial ownership determination rules and that none of the reported shares in that table are pledged; executive and director holdings detailed as of Feb 18, 2025 .

Performance & Track Record

• Company outcomes in 2024: #1 loan and deposit growth vs peer group; top quartile net charge-offs; ACL 1.88%; scaled national commercial businesses and payments growth; supports execution context for operations leadership roles .

Investment Implications

• Alignment: Prohibition on hedging/pledging, robust stock ownership requirements, and performance-heavy LTI design indicate strong alignment and lower governance risk; clawback coverage adds downside protection .
• Retention risk: Nateri was elevated to ELT in March 2024; 2025 Form 4s reflect PSU vesting and share acquisitions, not net selling pressure, suggesting limited near-term selling overhang tied to award events .
• Pay-for-performance signals: 2024 incentive metrics and above-target MIP outcome (105.2%) plus strong ROTCE underpin value-creation focus; PSU design tied to peer-relative returns supports disciplined long-term performance culture .
• Data gaps: Nateri-specific salary/bonus and individual grant values are not disclosed in the proxy (non-NEO), so monitoring Form 4s and future proxies is essential to quantify his personal equity mix and potential selling calendars .