Stephen Steinour
HUNTINGTON BANCSHARES INC /MD/About Stephen Steinour
Stephen D. Steinour (age 66) has served as Chairman, President, and CEO of Huntington Bancshares (HBAN) and President/CEO of Huntington Bank since January 14, 2009. He holds a B.A. in Economics from Gettysburg College and completed Stanford GSB’s Executive Program . Under his leadership in 2024, HBAN delivered adjusted EPS of $1.25, adjusted operating leverage of 2.04%, and adjusted ROTCE of 16.0% (key metrics used for incentives) . Over the 5-year period beginning 12/31/2019, $100 invested in HBAN grew to $138 vs. $133 for the KBW Bank Index, and 2024 net income was $1.94B (GAAP) . The Board maintains a combined CEO/Chair structure with a robust Independent Lead Director to counterbalance potential independence concerns .
HBAN revenue trend (context for pay-for-performance):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $1,587,000,000* | $1,881,000,000* | $1,972,000,000* | $1,908,000,000* | $2,022,000,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Financial Group | President (2005), CEO (2007); prior executive roles (credit, risk, wholesale/regional banking, consumer lending, tech/ops) | 1992–2008 | Led broad bank functions before promotion to CEO, providing deep operational and risk expertise now applied at HBAN . |
| CrossHarbor Capital Partners | Managing Partner | 2008–2009 | Alternative investments experience; capital allocation and restructuring perspective . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bath & Body Works, Inc. | Director; Audit Committee member; Human Capital & Compensation Committee member | 2021–Present (continuation from L Brands split) | Cross-industry governance and compensation oversight experience brought back to HBAN . |
| Ohio State Univ. Wexner Medical Center | Trustee | Ongoing | Regional influence and stakeholder network . |
| Bank Policy Institute; The Clearing House; Ohio Business Roundtable | Board/Member | Ongoing | Policy and industry advocacy channels . |
| Federal Reserve Bank of Cleveland | Director | 2017–2019 | Regulatory insight and macro risk perspective . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 1,150,000 | Reported in Summary Compensation Table (SCT) . |
Perquisites (2024): Personal aircraft use ($426,888), car/driver security ($11,990), home security monitoring ($8,019), plus 401(k) contribution ($8,000) and group life premium ($772); total “All Other Compensation” $455,669 .
Performance Compensation
- Annual MIP (short-term): Metrics were Adjusted EPS, Adjusted PPNR Earnings Growth, and Adjusted Operating Leverage. 2024 company performance certified at 105.2% of target after neutralizing extraordinary items (FDIC special assessment, transformation costs, securities repositioning, mezzanine gains) . CEO target opportunity was 200% of base salary .
| Component | Target | 2024 Actual Outcome | Payout/Notes |
|---|---|---|---|
| MIP Target (% of Salary) | 200% (CEO) | Company funding 105.2% | MIP plan funding certified 105.2% . |
| Adjusted EPS | Goal-based | $1.25 actual | Metric factor 101.5% . |
| Adjusted PPNR Earnings Growth | Goal-based | 2.04% | Metric factor 106.8% . |
| Adjusted Operating Leverage | Goal-based | 4.2% | Metric factor 107.4% . |
| CEO MIP (SCT) | — | $2,420,000 | Reported 2024 non-equity incentive comp . |
- Long-term incentives (LTI): 2024 grant mix for CEO was 55% PSUs (Relative and Absolute ROTCE) and 45% RSUs; PSUs have 3-year measurement period; PSU payout range 0–150% (relative ROTCE: threshold 30th pct, target 55th, max 70th; absolute ROTCE min 6% required). From 2025, PSUs increase to 60% of LTI .
| 2024 LTI Grants (CEO) | Grant Date | Units/Target | Vest/Performance | Grant-Date Value ($) |
|---|---|---|---|---|
| PSUs (ROTCE) | 3/1/2024 | 127,413 target | 3-year performance (0–150%) with 6% absolute ROTCE threshold | 3,299,997 . |
| RSUs | 3/1/2024 | 208,494 | Time-based: 50% vests on 3rd anniversary, 50% on 4th | 2,699,997 . |
Recently completed PSU cycle: 2021–2023 paid at 165% of target (relative ROTCE above maximum; absolute adj. ROTCE 21.38%; plus 10% new-revenue modifier) .
Stock vested/realized (2024): 442,913 shares vested; value realized $5,826,019; no option exercises by CEO in 2024 .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 10x salary; other NEOs 3x. Each NEO with ≥5 years tenure meets guidelines; hedging and pledging of HBAN stock prohibited .
- CEO ownership level: “Significantly more than” the 10x requirement per CD&A .
- Beneficial ownership (as of Feb 18, 2025): 7,559,727 shares beneficially owned; none pledged; additional share interests 3,381,521; total share interests 10,941,248. Options exercisable within 60 days: 3,025,346; RSUs vesting within 60 days: 138,172 .
- Ownership as % of outstanding: <1% per proxy; shares outstanding 1,460,753,955 as of record date .
| Ownership Detail (2/18/2025) | Amount |
|---|---|
| Beneficially owned shares | 7,559,727 |
| Additional share interests (deferred, unissued, etc.) | 3,381,521 |
| Total share interests | 10,941,248 |
| Pledged shares | None |
| Options exercisable within 60 days | 3,025,346 |
| RSUs vesting within 60 days | 138,172 |
| Shares outstanding (record date) | 1,460,753,955 |
Outstanding equity (12/31/2024 snapshot):
- RSUs: 196,784 (2022), 192,870 (2023), 215,640 (2024) with market values $3.20M, $3.14M, $3.51M respectively at $16.27 price .
- PSUs (reported at performance-assumed quantities): 432,925 (2022 grant), 424,316 (2023 grant), 395,340 (2024 grant) with market values $7.04M, $6.90M, $6.43M .
- Stock options: large legacy exercisable tranches with strikes $8.57–$16.08; one 2021 unexercisable tranche remains (82,860) .
Deferred compensation (alignment/retention lever): EDCP balance $56,471,529 with 2024 earnings of $14,165,413; Supplemental Plan balance $1,587,447 .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | CEO agreement runs through 12/31/2025, auto-renews in 3-year periods unless non-renewed; provides severance outside change-in-control (CIC) . |
| Severance (non‑CIC) | If terminated without cause/for good reason: accrued items; pro‑rata MIP ($2,420,000 example); cash severance 2x (base + higher of target/current prior year bonus) = $7,140,000 example as of 12/31/2024 . |
| CIC Protection (Executive Agreement) | Double trigger; cash = 3x base + 3x target bonus (CEO); pro‑rata MIP; 36 months benefits; outplacement (15% of base + $5k travel); equity vests per plan; 36 months service credit for retirement (frozen plans) . |
| CIC Economics (Illustrative as of 12/31/2024) | Final benefit $38,799,576; includes cash severance $10,350,000; pro‑rata bonus $2,420,000; welfare/outplacement; performance equity $18,654,146; time‑based equity $10,489,853; safe‑harbor scale‑back applies (best-net-benefit; no excise gross-up) . |
| Non‑compete/Post‑termination | Three‑year non‑compete for CEO (one year for other NEOs) . |
| Clawbacks | Robust misconduct recoupment (vested/unvested incentive comp) and financial restatement recoupment adopted Oct 2023 . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Equity Vesting on Termination | CEO meets “normal retirement”; RSUs/PSUs continue vesting per schedules; accelerated vesting for death/disability; partial acceleration on involuntary not-for-cause (values tabled in proxy) . |
Board Governance
- Role: Combined Chairman/CEO; Board counterbalances with an empowered Independent Lead Director (David L. Porteous) who sets executive-session agendas, approves Board agendas/schedules, and leads investor engagement when requested .
- Committee service: CEO is a Director (since 2009) and serves on the Executive Committee; not considered independent under Nasdaq rules due to employment .
- Board functioning: 67 total Board/committee meetings in 2024; 97.9% average attendance; regular executive sessions of independent directors .
Compensation Structure Analysis
- Mix shifts and rigor: Majority of CEO pay is variable with increased weighting to PSUs over time (PSUs 55% in 2024; increasing to 60% in 2025), heightening pay-for-performance sensitivity to ROTCE and relative peer performance .
- Metric design: Annual plan balances earnings growth (PPNR), efficiency (operating leverage), and shareholder alignment (EPS). LTI centers on ROTCE (relative with high hurdles, absolute threshold at 6%) .
- Discretion/adjustments: HRCC adjusts for defined extraordinary items; 2024 adjustments netted $63.1M pre-tax to neutralize non-core impacts .
- Governance safeguards: No hedging/pledging; no option repricing; no excise tax gross-ups; robust clawbacks; independent consultant (Pearl Meyer) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 86.9%; ~92% average over last five years. Engagement in autumn 2024 covered board structure, ESG regulation, and compensation alignment (resulting in higher PSU weighting for 2025) .
Performance & Track Record
| Indicator | 2024 Outcome |
|---|---|
| EPS (GAAP) | $1.22 . |
| Adjusted EPS (Comp metric) | $1.25 . |
| Adjusted Operating Leverage | 2.04% . |
| Loans/Deposits | Period-end loans +6.6% YoY; deposits +7.4% YoY . |
| Total Assets | $204B at 12/31/2024, +8% YoY . |
| Strategic execution | Expansion into Carolinas/Texas; scaling payments/treasury; #1 SBA lender by volume for 7th year; customer satisfaction awards (J.D. Power) . |
| TSR (since 12/31/2019) | HBAN $138 vs KBW Bank Index $133 at 12/31/2024 . |
Risk Indicators & Red Flags
- Positive: Prohibition on hedging/pledging; robust dual clawbacks; double-trigger CIC; no excise gross-ups; strong attendance and independent oversight .
- Watch items: Combined CEO/Chair role (mitigated by strong Lead Director remit) ; significant annual vesting volume (442,913 shares vested in 2024) can create sell-to-cover flow around vest dates even without open-market sales .
Compensation & Incentive Detail (Tables)
Summary Compensation Table (CEO)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,150,000 | 5,999,994 | 2,420,000 | 455,669 | 10,025,663 . |
2024 Equity Grants (CEO)
| Award | Grant Date | Shares/Units | Vesting Terms | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 3/1/2024 | 208,494 | 50% on 3rd anniv; 50% on 4th anniv | 2,699,997 . |
| PSUs (ROTCE) | 3/1/2024 | 127,413 target (0–150% range) | 3-year performance; relative ROTCE 30th/55th/70th pct; absolute 6% threshold | 3,299,997 . |
Vesting/Realization (2024)
| Event | Shares | Value ($) |
|---|---|---|
| Stock awards vested (RSUs/PSUs) | 442,913 | 5,826,019 . |
CIC Economics (Illustrative, as of 12/31/2024)
| Component | CEO Amount ($) |
|---|---|
| Cash severance (3x base + 3x target bonus) | 10,350,000 . |
| Pro‑rata bonus | 2,420,000 . |
| Welfare (36 mo) + Outplacement | 62,009 + 177,500 . |
| Equity acceleration (performance + time‑based) | 18,654,146 + 10,489,853 . |
| Excise “best‑net‑benefit” scale-back | (3,353,932) |
| Final benefit | 38,799,576 . |
Board Service History, Committees, Dual‑Role Implications
- Director since 2009; currently serves on the Executive Committee .
- Independence: Not independent under Nasdaq rules due to employment; the Board maintains independence via an empowered Lead Director and independent committee chairs/members (Audit/HRCC/NESG/Risk/Technology 100% independent) .
- Dual role: Board annually reviews leadership structure; asserts combined role supports unified strategy and accountability, balanced by strong independent Lead Director authorities and frequent executive sessions of independent directors .
Investment Implications
- Alignment: High at-risk mix with increasing PSU weighting tied to ROTCE (relative and absolute) plus strict ownership (10x) and hedging/pledging prohibitions signal strong alignment; robust clawbacks further de‑risk incentives .
- Execution: 2024 plan metrics achieved above target (105.2%), with growth in loans/deposits, positive operating leverage, and peer‑relative TSR outperformance over five years—supportive of pay outcomes and confidence indicators .
- Retention/CIC: Competitive severance/transition economics (2x outside CIC; 3x within CIC) and continued vesting upon retirement reduce flight risk; significant unvested equity and EDCP balances further tether tenure but create periodic vest‑related supply events .
- Governance: Combined CEO/Chair persists, but independent Lead Director and fully independent key committees mitigate governance risk; say‑on‑pay support remains solid (86.9%) with continued shareholder engagement and 2025 PSU weighting increase .
Note on financial table: Revenues marked with an asterisk are values retrieved from S&P Global.