Teresa Shea
HUNTINGTON BANCSHARES INC /MD/About Teresa H. Shea
Independent director of Huntington Bancshares Incorporated (HBAN) since 2024; age 65. Career spans 32 years at the U.S. National Security Agency culminating as Director of Signals Intelligence, followed by senior cyber roles at In-Q-Tel and Raytheon. She is President of Oplnet, LLC and brings deep cybersecurity, intelligence, and national defense expertise. Education: B.S. in Electrical Engineering (Georgia Tech) and M.S. in Electrical Engineering (Johns Hopkins) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. National Security Agency (NSA) | Director of Signals Intelligence; various leadership positions | ~1983–2015 (32 years) | Advised NSA Directors, Director of National Intelligence, and senior U.S. officials; significant leadership and cyber expertise . |
| In-Q-Tel | EVP of Technology; Director of Cyber-Reboot | 2016–2019 | Accelerated delivery of cutting-edge tech to intelligence community and DoD; venture-backed ecosystem experience . |
| Raytheon Intelligence & Space (CODEX) | Vice President, Cyber Offense Defense Experts | 2019–2022 | Led cyber capabilities for offense/defense/security for intel/defense customers . |
| Oplnet, LLC | President | 2022–present | Provides performance improvement expertise to government and commercial customers in defense/intelligence . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Army Science Board | Intelligence Committee member | Not disclosed | Defense advisory, intelligence domain . |
| Georgia Institute of Technology | ECE Advisory Board; Board of Advisors | Not disclosed | Academic advisory; technology governance and strategy . |
| Cigent Technology Inc. | Director | Not disclosed | Board oversight at cyber/data protection company . |
| Sandbox AQ | Advisor | Not disclosed | Quantum science advisory; cybersecurity/cryptography relevance . |
| Altana | Advisor | Not disclosed | Supply chain security solutions oversight/advisory . |
| Cyber Guild Organization | Co-Chair | Not disclosed | Non-profit advancing cybersecurity, community leadership . |
| National Cryptologic Foundation | Board member | Not disclosed | Non-profit governance; cryptology community engagement . |
| ZeroFox Holdings, Inc. | Director (prior) | 2023–2024 | Public company SaaS; prior board service within five years . |
Board Governance
- Committee assignments: Member, Technology Committee; not a chair. The Technology Committee oversees technology strategy, innovation, information security, cybersecurity, resiliency, and major technology initiatives; meets jointly at least annually with Audit and Risk Oversight on overlapping IT/cyber risks .
- Independence: The Board and NESG Committee determined Teresa H. Shea is an “independent director” under Nasdaq rules .
- Attendance and engagement: In 2024, the Board held 14 meetings; Technology Committee held 12. Average director participation across Board/committees was 97.9%, and no director attended fewer than 75% of meetings; all then-serving directors attended the 2024 Annual Meeting .
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Technology Committee | Member | 12 | All Technology Committee members are independent . |
| Board of Directors | Director | 14 | Independent director . |
Fixed Compensation
| Component | Amount / Terms | 2024 Value (Shea) |
|---|---|---|
| Annual cash retainer | $100,000 established by HRCC (since 2021) | $88,625 cash fees (partial-year or mix effect) |
| Annual equity retainer | $137,500 target; paid in deferred stock units (DSUs), vested on grant; settlement deferred until later of 6 months post-separation or 1 year from grant | $137,496 grant-date fair value |
| DSU grant (2024) | 10,073 DSUs to each non-chair director on May 1, 2024; dividend equivalents accrue; chairs received 11,538 DSUs | 10,073 DSUs (non-chair) |
| Meeting fees | $2,000 per meeting only if thresholds exceeded (Audit/Risk >20; other committees >8; Board >15) | Not itemized in proxy |
| Event fees | Paid for certain Director participation at Company-requested events | Not itemized in proxy |
Performance Compensation
| Feature | Details |
|---|---|
| Options awards | None for directors in 2024; “Option Awards —” shown across director table . |
| Performance-based metrics | Director compensation is retainer-based in cash and DSU equity; no disclosed performance metrics tied to director pay. Equity grants vest on grant and settle upon separation/time conditions . |
Other Directorships & Interlocks
| Company | Status | Role | Tenure |
|---|---|---|---|
| ZeroFox Holdings, Inc. | Prior public company | Director | 2023–2024 |
| Current public boards | None disclosed | — | — |
Expertise & Qualifications
- Key skills: Audit/Financial Reporting; Compensation & Human Capital Management; Government/Public Policy & Regulatory; Public Company Executive; Risk Management; Strategic Planning/M&A; Technology, Cybersecurity & Information Security .
- Core credentials: Former NSA Signals Intelligence Director; senior cyber roles at In-Q-Tel and Raytheon; engineering degrees; extensive advisory/board roles in cybersecurity and technology .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficially owned common shares | 2,923 | Feb 18, 2025 | As defined by SEC rules; no shares pledged . |
| Additional share interests (vested DSUs, etc.) | 10,400 | Feb 18, 2025 | Vested DSUs settle post-separation or after 1 year from grant . |
| Total share interests | 13,323 | Feb 18, 2025 | Sum of beneficial + additional interests . |
| Deferred stock unit awards outstanding | 10,302 units | Dec 31, 2024 | Outstanding DSUs under Director program . |
| Director deferred compensation account balance | $56,080 | Dec 31, 2024 | Substantially comprised of HBAN common stock; plan offers mutual fund options; subject to Company creditors . |
| Stock ownership guideline | 40,603 shares | Guideline established date | Directors must hold 5× annual retainer; 5-year compliance window; Directors with ≥5 years meet guideline . |
| Hedging/pledging policy | Prohibited for Directors and executive officers | Current | Policy prohibits hedging/pledging Huntington stock . |
Governance Assessment
- Board effectiveness: Shea’s cyber/intelligence background strengthens oversight of technology risk, cybersecurity, resiliency, and innovation through the Technology Committee, which held 12 meetings and undertakes joint sessions with Audit and Risk Oversight—indicative of robust, cross-committee risk governance .
- Independence and attendance: Board determined Shea is independent; overall Board and committee participation was 97.9% with all directors exceeding 75% minimum and attending the 2024 Annual Meeting—supporting strong engagement norms .
- Compensation and alignment: 2024 mix skewed to equity via DSUs ($137,496 vs. $88,625 cash), aligned with shareholder interests; settlement deferred until separation or ≥1 year, enhancing long-term orientation. Her beneficial ownership is modest early in tenure, with DSU holdings and a 5-year path to the 40,603-share guideline—typical for a new director .
- Conflicts/related-party exposure: No Teresa Shea-specific related party transactions disclosed; Company policy requires NESG review for any transaction over $120,000 involving a director or immediate family member; Board independence determinations considered routine banking relationships and deemed immaterial. No shares pledged; hedging/pledging prohibited .
- RED FLAGS: None identified in proxy for Teresa Shea. No pledged shares; no related-party transactions; no options repricing; director compensation structure retainer-based with deferred equity and ownership guidelines .
Implications for investor confidence: Shea’s cybersecurity expertise is directly relevant to HBAN’s operational risk profile, bolstering board oversight of cyber and technology risks. Early tenure ownership trajectory is consistent with policy; equity-heavy DSU grants plus hedging/pledging prohibitions support alignment. Absence of disclosed conflicts and independence determination reduce governance risk .