Rafael Diaz-Granados
HUNTINGTON BANCSHARES INC /MD/About Rafael Diaz‑Granados
Independent director of Huntington Bancshares Incorporated (HBAN) since 2023; age 52. Background spans CEO roles in industrial services, restructuring leadership across GE regions, and legal training (Harvard AB Economics; Georgetown JD). Current HBAN committee assignments: Community Development Committee and Risk Oversight Committee. Identified skills include audit/financial reporting, human capital, financial services, government/regulatory, legal, risk management, strategic M&A, and technology/cybersecurity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | Chief Restructuring Officer (GE Healthcare); General Counsel & Chief Commercial Officer (GE Latin America); CEO GE Mexico; CEO GE Spain & Portugal | Prior to 2016 (dates not all specified) | Turnaround and restructuring execution; regional leadership |
| Q’Max Solutions Inc. | Director (2019–2020); President & CEO (2020) | 2019–2020 | Led multinational oilfield services company through transition |
| Spencer Stuart | Consultant | 2016–2018 | C‑suite advisory, talent and leadership consulting |
| O’Melveny & Myers | Attorney (M&A) | Early career | Corporate/M&A legal expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TransForce, Inc. | Chairman & CEO | Since Feb 2024 | CDL driver solutions company |
| Paragon Integrated Services Group, LLC | Executive Chairman (since Feb 2024); previously Chairman & CEO | 2020–Feb 2024 (CEO/Chair), Exec Chair since Feb 2024 | Energy and environmental services |
| Cetan Investments, LLC | CEO | Since 2018 | Leadership, consulting, angel investing |
| Angeles Investors | Co‑founder (2019); Board member | Board since 2020 | Hispanic angel investing group (non‑profit) |
| Trachte LLC | Chairman of the Board | 2022–2024 | Prior director 2021–2022 |
| Puerto Rico Electric Power Authority | Director | 2016–2018 | Public power authority governance |
| Massachusetts Growth Capital Corporation | Director | 2019–2021 | Economic development lender |
| FIFARMA | Executive Director | 2019–2022 | Industry association leadership |
| Latino Corporate Directors Association | Member (since 2017); prior Vice‑Chair of LCDA Education Foundation | 2019–2021 (vice‑chair) | Governance community engagement |
Board Governance
- Independence: Board determined Mr. Diaz‑Granados is independent under Nasdaq rules .
- Committee assignments and workloads (2024): Risk Oversight Committee (16 meetings; member) and Community Development Committee (4 meetings; member) .
- Board engagement: In 2024, the Board held 14 meetings; total Board+committee meetings = 67; average attendance 97.9%; no director attended <75% of assigned meetings; all directors attended the 2024 annual meeting .
- Shareholder engagement context: Autumn 2024 outreach to holders of ~58% of outstanding shares; meetings with ~25% of outstanding shares; 2024 Say‑on‑Pay support 86.9% .
- Overboarding: No nominee serves on >2 other public boards; Mr. Diaz‑Granados lists none currently .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| HBAN Committees | Community Development Committee; Risk Oversight Committee |
| 2024 Committee Meeting Counts | CDC: 4; ROC: 16 |
| Board/Committee Attendance (2024) | Avg 97.9%; none <75% |
| Other current public company boards | None disclosed for Mr. Diaz‑Granados |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Equity (Stock Awards, $) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 142,500 | 137,496 (deferred stock units) | — | 279,996 |
- Director program structure: Annual cash retainer $100,000 and annual equity retainer $137,500 (set by HRCC in 2021); equity paid as deferred stock units (vest on grant but not released until the later of 6 months post‑separation or 1 year after grant). Meeting fees apply only above set thresholds; members may defer cash/equity into the Director Deferred Compensation Plan .
- 2024 equity grant mechanics: On May 1, 2024, non‑chair directors each received 10,073 deferred stock units; key committee chairs received 11,538 DSUs .
Performance Compensation (Director)
| Component | Terms | 2024 Detail |
|---|---|---|
| Deferred Stock Units (DSUs) | Vested at grant; delivery deferred until ≥6 months after separation or 1 year from grant; dividend equivalents accrue as additional DSUs; no dividends before vesting | 10,073 DSUs granted 5/1/2024 to non‑chair directors; grant date fair value included in $137,496 above |
| Options/Performance awards | Not used for directors | No option awards; no non‑equity incentive plan compensation for directors |
Note: HBAN’s recoupment/hedging/pledging policies are robust for executives, and hedging/pledging is prohibited for directors and executive officers, supporting alignment .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| None (public companies) | — | — | No current public company boards disclosed for Mr. Diaz‑Granados |
| TransForce, Paragon, Cetan, Angeles Investors, Trachte (prior), MGCC (prior), PREPA (prior), FIFARMA (prior) | Private/Non‑profit/Public authority | See External Roles | HBAN disclosed no related‑party transactions involving Mr. Diaz‑Granados; Related Party Transaction Policy overseen by NESG; one disclosed transaction related to another director’s family member (not Mr. Diaz‑Granados) . |
Expertise & Qualifications
- Identified Board skills: Audit/Financial Reporting; Client/Marketing/Brand; Compensation & Human Capital; Corporate Responsibility; Financial Services; Government/Public Policy & Regulatory; Legal; Risk Management; Strategic Planning/M&A; Technology/Cybersecurity & Information Security .
- Education: AB Economics, Harvard University; JD, Georgetown University Law Center .
- Turnaround/restructuring and international operating leadership (GE; CEO roles) .
Equity Ownership
| Measure | Amount | As‑of/Notes |
|---|---|---|
| Beneficially owned shares | 18,168 shares (<1%) | As of Feb 18, 2025 |
| Additional share interests (e.g., vested DSUs/deferred) | 23,064 shares | As of Feb 18, 2025 |
| Total share interests | 41,232 shares | As of Feb 18, 2025 |
| Director DSUs outstanding | 22,847 units | As of Dec 31, 2024 |
| Director deferred comp plan balance | $258,840 | As of Dec 31, 2024 |
| Shares pledged as collateral | None (company notes none of reported shares are pledged) | Policy also prohibits pledging for directors |
| Director ownership guideline | 40,603 shares (5× retainer; 5 years to meet) | Each director with ≥5 years of service meets guideline |
Observation: Mr. Diaz‑Granados’ disclosed total share interests (41,232) approximate/meet the 40,603-share guideline; as a 2023 appointee he has up to five years to comply under policy .
Governance Assessment
- Board effectiveness: Active participation on Risk Oversight Committee (16 meetings in 2024) and Community Development Committee (4 meetings) places him at the center of enterprise risk governance and community/fair lending oversight—both key for regional bank confidence and regulatory posture .
- Independence & attendance: Independent; strong boardwide attendance and structured evaluations; no attendance concerns disclosed for any director in 2024 .
- Ownership alignment: Receives equity via DSUs; disclosed holdings and deferred balances indicate meaningful alignment; director hedging/pledging prohibitions strengthen alignment .
- Compensation: Director pay within program norms (cash + DSUs; no options); 2024 total $279,996; structure emphasizes equity with deferral, supporting long‑term orientation .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Mr. Diaz‑Granados; NESG oversees a formal Related Party Transactions Policy; loans to directors follow Reg O and ordinary‑course terms .
- Network risk/interlocks: No current public company directorships reduce overboarding/interlock risk; external roles (TransForce/Paragon/Cetan/Angeles) present limited apparent conflict with HBAN’s core operations; no transactions disclosed .
RED FLAGS: None identified in filings for Mr. Diaz‑Granados (no related‑party transactions, no pledging, no attendance or overboarding issues) .