Richard Neu
HUNTINGTON BANCSHARES INC /MD/About Richard W. Neu
Independent director (age 69) serving since 2010 (15 years of tenure as of April 16, 2025). Former CFO and finance executive with deep banking and audit experience; currently Chair of HBAN’s Audit Committee and member of the Executive and Nominating & ESG (NESG) Committees. Education: BBA in business administration from Eastern Michigan University. Determined independent under Nasdaq rules; identified as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MCG Capital Corporation | Chairman; CEO (prior) | Chairman 2009–2015; CEO 2011–2012 | Board member across audit, nominating & corporate governance, valuation & investment; led sale to PennantPark Floating Rate Capital Ltd. |
| Charter One Financial/Charter One Bank | EVP, CFO, Treasurer; Director | 1995–2004 | Major regional bank CFO; executed bank acquisitions/integration. |
| First Federal of Michigan | CFO; Director | Joined 1985; board 1992 | Assumed CFO role pre-merger with Charter One. |
| Big 4 Public Accounting Firm | Various roles | 7 years | Foundational audit/financial reporting expertise. |
| Dollar Thrifty Automotive Group | Director; Lead Director; Chairman | 2006–2012 | Chaired board 2010–2011; led director oversight until sale to Hertz. |
| Oxford Square Capital Corporation | Director | 2016–2021 | Closed-end investment company board service. |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tempur Sealy International, Inc. | Lead Director; Chair, Compensation Committee; Member, Audit; Member, Nominating & Governance | Current | Compensation chair role; audit and governance oversight; consumer products sector (limited direct conflict with banking). |
Board Governance
- Current HBAN committees: Audit (Chair; Financial Expert), Executive, NESG; also serves on Executive Committee among five members.
- Independence: The Board/NESG determined Neu is independent under Nasdaq rules; all members of Audit/HRCC/NESG/Risk/Tech are independent.
- Attendance: Board and committee meetings held in 2024 totaled 67; average attendance 97.9% with no director under 75%. Audit Committee met 13 times (including joint sessions).
- Executive sessions and engagement: Independent director executive sessions are scheduled quarterly; directors have direct access to management.
- Governance quality: Board runs annual evaluations, used third-party facilitation in 2024 to optimize effectiveness and committee roles; robust Lead Director model and clear committee charters.
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $173,000 | Includes base director retainer and applicable committee chair/member retainers; meeting/event fees paid only if thresholds exceeded. |
| Stock Awards (Deferred Stock Units) | $157,494 | Grants vested upon grant but shares not delivered until later of six months post-separation or one year from grant. |
| Total | $330,494 | Retainer-based program with equity and cash mix. |
| 2024 DSUs Granted | 11,538 units (grant date 2024-05-01) | Chair grants: 11,538 DSUs; other directors: 10,073 DSUs; dividend equivalents credited until delivery. |
Additional director compensation program features:
- Annual cash retainer $100,000; annual equity retainer $137,500 (set in 2021, reviewed annually by HRCC with independent consultant).
- Meeting fee thresholds: $2,000 per meeting only if Audit/Risk >20 meetings/yr, other committees >8, Board >15; event fees for requested participation.
Performance Compensation
| Metric/Feature | Status for Non-Employee Directors |
|---|---|
| Annual/Long-term performance metrics tied to director pay | Not applicable; director pay is retainer-based in cash and DSUs; no PSU/option awards for directors. |
| Equity vesting/performance conditions | DSUs vest upon grant; delivery deferred; dividend equivalents credited. |
| Options/bonuses | None disclosed for directors. |
Other Directorships & Interlocks
| Entity | Relationship to HBAN | Observations |
|---|---|---|
| Tempur Sealy International (current) | External directorship | Consumer products manufacturer; no disclosed related-party transactions with HBAN; limited direct competitive or supplier/customer overlap. |
| Prior boards (Dollar Thrifty; Oxford Square) | External | Historical service; no ongoing HBAN interlocks indicated. |
Expertise & Qualifications
- Audit/Financial Reporting; Risk Management; Compensation & Human Capital; Financial Services; Corporate Responsibility; Strategic Planning/M&A; Public Company Executive experience.
- Audit Committee Financial Expert designation; extensive CFO and bank integration background.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficially Owned Shares | 351,638 (<1% of class) | Includes shares with voting/investment power and rights to acquire within 60 days; none pledged. |
| Additional Share Interests | 198,735 | Vested DSUs and other deferred interests not currently voteable; settled post-separation/deferred delivery. |
| Total Share Interests | 550,373 | Sum of beneficial and additional interests. |
| Deferred Stock Awards Outstanding (DSUs) | 197,329 | As of Dec 31, 2024. |
| Director Deferred Compensation Plan Account Balance | $3,773,773 (as of Dec 31, 2024) | Substantially comprised of HBAN common stock. |
| Stock Ownership Guideline | 40,603 shares minimum; 5-year compliance window; directors with ≥5 years all meet | Neu exceeds guideline given tenure; prohibition on director hedging/pledging. |
Governance Assessment
- Strengths: Independent, seasoned audit chair with deep banking/audit credentials; strong equity alignment via substantial DSUs and deferred account; no pledged shares; robust committee oversight (audit, NESG) and high board-wide attendance.
- Compensation alignment: Director compensation is retainer-based with meaningful equity; transparent grants and deferred delivery; no options or variable bonuses.
- Conflicts/related-party exposure: No Neu-specific related-party transactions disclosed; board policy requires NESG review of any >$120k related party transactions and ongoing oversight; directors’ and families’ loans are on market terms with normal risk.
- RED FLAGS: None disclosed specific to Neu (no pledging; no delinquent Section 16 filings identified for Neu). General monitoring: long tenure may be viewed as potential independence erosion by some investors; Board runs annual third-party evaluations and refreshment to maintain effectiveness.
Appendix: Reference Board/Committee Activity (Context)
- 2024 meeting counts: Board 14; Audit 13; Risk 16; NESG 6; Technology 12; HRCC 5; Community Development 4; Executive 1; total 67; average attendance 97.9%.
- Say-on-Pay results (context for shareholder sentiment): 86.9% support in 2024; ~92% average over last five years.
- Independent compensation consultant: Pearl Meyer supports HRCC; annual program review.