Roger Sit
HUNTINGTON BANCSHARES INC /MD/About Roger J. Sit
Roger J. Sit (age 63) is an independent director of Huntington Bancshares Incorporated (HBAN) since 2021, serving on the Human Resources & Compensation Committee (HRCC) and the Risk Oversight Committee. He is CEO, Global Chief Investment Officer, and Director at Sit Investment Associates, Inc. (since 2008), with 30+ years of financial services experience, and previously served as a senior equity research analyst at Goldman Sachs. He is a U.S. Air Force veteran (Captain) and holds degrees from the U.S. Air Force Academy (B.S.), University of Southern California (M.S. in Systems Management), and Harvard Business School (MBA) . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sit Investment Associates, Inc. | CEO, Global CIO, and Director | Since 2008 | Leads institutional investment management |
| Goldman Sachs & Co. | VP & Senior Equity Research Analyst | — | Equity research leadership |
| U.S. Air Force | Officer (Captain) | — | Military leadership experience |
| McKnight Foundation | Board member; Investment Committee; past chair of finance & audit and investment committees | — | Oversaw finance/audit and investment functions |
| TCF Financial Corporation / Chemical Financial Corporation | Director | 2015–2021 (prior to 2021 merger into HBAN) | Governance experience through merger integration |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Public company directorships | None current | Current | HBAN nominee slate lists other current public boards for several directors; Sit’s entry shows none |
| TCF Financial Corporation (legacy TCF/Chemical) | Director | Prior | Served on legacy TCF’s board since 2015 and Chemical’s TCF board since 2019 until the 2021 HBAN merger |
| McKnight Foundation | Investment Committee; prior board/executive committee | Ongoing/Prior | Past chair of finance & audit and investment committees |
Board Governance
- Committee assignments: HRCC member; Risk Oversight Committee member .
- Independence: Determined independent under Nasdaq rules (Board-wide independence review) .
- Attendance and engagement: In 2024, HBAN held 14 Board meetings and 67 Board/committee meetings; average attendance 97.9%, with no director below 75%. All directors attended the 2024 Annual Meeting .
- Committee activity levels in 2024: HRCC (5 meetings); Risk Oversight Committee (16; including joint sessions with Audit/Technology) .
- Risk oversight: Board operates under an aggregate moderate-to-low risk appetite; Risk Oversight Committee reviews framework, appetite statement, capital planning, and credit review .
- Compensation governance: HRCC oversees executive and director compensation, pay-for-performance philosophy, risk-balancing features, and succession planning; works with independent consultant Pearl Meyer .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $124,500 |
| Stock Awards ($) | $137,496 (deferred stock units) |
| Total ($) | $261,996 |
| 2024 DSU Grant (shares) | 10,073 DSUs (non-chair grant) |
| 2024 DSU Grant Date | May 1, 2024 |
Program terms:
- Standard annual cash retainer $100,000; annual equity retainer $137,500; DSUs vest at grant but are settled no sooner than six months post-separation or one year from grant, whichever is later .
- Meeting fees only when thresholds exceeded; additional retainers for committee chairs/members; deferral available via Director Deferred Compensation Plan .
Performance Compensation
- Directors do not receive performance-based incentives; equity is delivered as DSUs (time-based with deferred settlement) without performance metrics .
- HBAN prohibits dividends/dividend equivalents before vesting for equity grants; director DSUs accrue dividend equivalents until delivery .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None current | — | — | No current public company directorships for Sit (HBAN nominee matrix) |
| TCF/ Chemical Financial | Director (prior) | Merger history | Prior governance at predecessor bank combined into HBAN in 2021 |
No related-party transactions disclosed for Sit; Board/ NESG Committee reviews related party transactions over $120,000 and independence implications; loans under Regulation O made on market terms are deemed approved; none cited for Sit .
Expertise & Qualifications
- Skills: Audit/Financial Reporting; Compensation & Human Capital Management; Corporate Responsibility; Financial Services; Government/Public Policy & Regulatory; Risk Management; Strategic Planning/M&A .
- Education: B.S. (U.S. Air Force Academy); M.S. Systems Management (USC); MBA (Harvard Business School) .
- Financial services and investment management leadership, including prior equity research, supports HRCC and risk governance roles .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of Common Stock Beneficially Owned | 353,647 |
| Percent of Class | <1% (asterisk designation) |
| Additional Share Interests (vested DSUs, etc.) | 40,430 |
| Total Share Interests | 394,078 |
| DSUs Outstanding (as of Dec 31, 2024) | 40,048 |
| Director Deferred Compensation Plan Account Balance | $532,479 |
| Indirect holdings via Sit Investment Associates | 152,572 shares |
| Pledging/Hedging Status | None pledged; hedging and pledging prohibited for directors |
| Director Stock Ownership Guideline | 40,603 shares (5× annual retainer) |
| Guideline Compliance Signal | Sit’s total share interests (394,078) exceed guideline threshold |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | No delinquent filings reported for Sit; only two late Form 4 filings noted for other individuals due to administrative errors |
Governance Assessment
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Strengths
- Independent director with deep investment and banking-related expertise; sits on HRCC and Risk Oversight Committee—directly tied to pay governance and enterprise risk .
- Strong engagement norms at HBAN (high attendance; executive sessions; open committee access), supporting board effectiveness .
- Meaningful personal and indirect ownership (including DSUs and deferred accounts); no pledging; hedging prohibited—alignment with shareholders .
- Robust related-party transaction oversight and independence determinations by NESG Committee; no Sit-specific related party exposures disclosed .
-
Potential concerns / RED FLAGS
- External role as CEO/CIO of Sit Investment Associates and indirect ownership through that firm (152,572 shares) could create perceived conflicts if the firm trades HBAN securities; mitigated by HBAN’s Insider Trading Policy and NESG oversight of related party transactions and independence .
- No current additional public company board seats (limits overboarding risk); prior TCF board links are historical post-merger .
Overall signal: Governance profile is supportive of investor confidence—independence, committee relevance (risk and comp), strong attendance, and substantial ownership alignment with no pledging, balanced by awareness of potential perceived conflicts from external investment management activities managed under HBAN policies .