Timothy Miller
HUNTINGTON BANCSHARES INC /MD/About Timothy Miller
Timothy W. Miller, age 42, is Executive Vice President and Chief Communications Officer at Huntington Bancshares (HBAN), reporting to the CEO; he joined as CCO in August 2024 and became a member of the Executive Leadership Team in October 2024 . He holds a B.A. in Economics (Haverford College) and an M.S. in Communications Innovation (Ithaca College), and is based in Charlotte, NC . During 2024, HBAN delivered Adjusted EPS of $1.25, Adjusted PPNR Earnings Growth of 2.04%, Adjusted Operating Leverage of 4.2%, and Adjusted ROTCE of 16.0%, with full-year revenue of ~$7.4B (+0.5%), period-end total assets of $204B, loans +6.6% YoY, and deposits +7.4%, supporting the company’s pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The PNC Financial Services Group | Senior Vice President, External and Financial Communications | Jun 2022 – Jul 2024 | Led external/financial communications, crisis/issues, corporate responsibility, technology and regional communications at a large super‑regional bank . |
| Bank of America | Senior Vice President, Communications; Head of CEO Content and Priorities | Mar 2019 – Jul 2022 (Head of CEO Content Jul 2020 – Jun 2022) | Executive communications and enterprise messaging during periods of change; leadership roles across communications . |
| Brighthouse Financial | Communications leadership roles | Not disclosed | Public company spin/transition context; retirement/insurance sector communications . |
| 3D Systems Corporation | Communications leadership roles | Not disclosed | Technology/manufacturing communications . |
| Government of Greece | Communications advisor to the Prime Minister (earlier career) | Not disclosed | High‑stakes public sector advisory experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charlotte Arts and Science Council | Board of Directors | Current (as of Sep 2024) | Civic network and community engagement in HBAN’s growing Southeast footprint . |
Fixed Compensation
| Element | FY2024 | Notes |
|---|---|---|
| Base Salary | Not disclosed | Miller was not a Named Executive Officer (NEO) in the 2025 Proxy; individual base salary not reported . |
| Target Bonus % (MIP) | Not disclosed | NEO targets (for context) were CEO 200%, other NEOs 110%–150% of salary in 2024; Miller’s target not disclosed . |
| Actual Bonus Paid | Not disclosed | Company certified 2024 MIP performance at 105.2% of target; individual payouts for non‑NEOs not disclosed . |
Performance Compensation
- Annual incentive (MIP) metrics for 2024: Adjusted EPS, Adjusted PPNR Earnings Growth, and Adjusted Operating Leverage; company certified MIP at 105.2% of target . Long-term incentives emphasize PSUs (based on Relative and Absolute ROTCE) and RSUs; beginning 2025, PSU mix rises (CEO 60%, other NEOs 55%) .
| Metric | Weighting | FY2024 Target | FY2024 Actual | Payout/Impact | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EPS (MIP) | Not disclosed | Not disclosed | $1.25 | Contributed to 105.2% MIP certification | Annual cash MIP; individual payouts for non‑NEOs not disclosed . |
| Adjusted PPNR Earnings Growth (MIP) | Not disclosed | Not disclosed | 2.04% | See above | See above . |
| Adjusted Operating Leverage (MIP) | Not disclosed | Not disclosed | 4.2% | See above | See above . |
| PSUs – Relative & Absolute ROTCE (LTIP) | Program uses PSUs/RSUs; exact weighting for non‑NEOs not disclosed | N/A | Adjusted ROTCE 16.0% | Impacts PSU vesting outcomes over cycle | LTIP awards generally require minimum 1‑year restriction and do not fully vest until 3 years, with limited exceptions; no dividends paid before vesting . |
Plan design highlights: Minimum 1‑year restriction and 3‑year full vesting standard for options/RSUs/SARs; dividend equivalents not paid until vest; robust misconduct and restatement clawbacks; no option repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial ownership on appointment | Form 3 (filed 9/3/2024) shows “No securities are beneficially owned” for Timothy W. Miller at event date 8/30/2024 . |
| Stock ownership guidelines | ELT executives (senior EVPs) are required to hold Huntington stock equal to 3x base salary; executives generally have 5 years to comply . |
| Hedging/pledging | Executives are prohibited from hedging or pledging HBAN stock; policy embedded in governance and Insider Trading Policy . |
| Grant timing practice | Annual LTI grants are made on a pre‑established date (March) to avoid any appearance of MNPI coordination . |
| Dividends on unvested equity | No dividends/dividend equivalents are paid before vesting; if credited, they vest on the same schedule . |
| Clawbacks | Huntington maintains Misconduct Recoupment and Financial Restatement Compensation Recoupment Policies applicable to executive officers . |
| Section 16 activity | We identified the initial Form 3; we did not retrieve Form 4 sale/purchase filings for Miller in the available documents reviewed . |
Employment Terms
| Term | Detail |
|---|---|
| Title/Reporting | EVP & Chief Communications Officer; reports to Chairman, President & CEO . |
| Start dates | CCO effective Aug 2024; ELT member since Oct 2024 . |
| Location | Charlotte, NC (regional corporate office) . |
| Agreement status | No individual employment or CIC agreement for Miller is disclosed in the proxy; NEO CIC terms are disclosed but should not be imputed to non‑NEOs . |
| LTIP change‑in‑control (plan‑level) | Double‑trigger acceleration (qualifying termination within 12 months post‑CIC or certain pre‑CIC terminations tied to CIC) for outstanding, unvested awards, subject to plan terms . |
| Misconduct/solicitation forfeiture | Plan provides for award termination/recoupment for serious breach of conduct or prohibited solicitation within 3 years of exercise/payment . |
| Insider trading controls | Blackouts and pre‑clearance under the Insider Trading Policy; hedging/pledging prohibited . |
Say‑on‑Pay & Shareholder Feedback (Program Context)
| Topic | 2024/2025 Status |
|---|---|
| Say‑on‑pay approval (2024 meeting) | 86.9% votes cast in favor . |
| Shareholder engagement (2024) | Invitations sent to holders of ~58% of outstanding shares; meetings with holders of ~25% . |
| 2025 compensation framework | Continued emphasis on performance pay; PSU mix increased beginning 2025 (CEO 60%, other NEOs 55%) . |
Compensation Structure Analysis
- Increased performance orientation: Majority of executive LTI in PSUs/RSUs, with PSUs tied to ROTCE; MIP anchored on Adjusted EPS, PPNR growth, and operating leverage, aligning incentives to profitable growth and efficiency .
- Risk safeguards: No dividend equivalents before vesting; robust misconduct and restatement clawbacks; hedging/pledging prohibition; no option repricing without shareholder approval .
- Ownership alignment: 3x salary stock ownership guideline for ELT with five‑year compliance period; annual grant timing practice to mitigate MNPI concerns .
Investment Implications
- Alignment and retention: As a newly appointed CCO with 3x salary ownership requirements, clawbacks, and a 3‑year vesting cadence, Miller’s incentives are aligned with long‑term shareholder value and retention. Expect initial equity awards to follow Huntington’s March grant cadence; monitor for sign‑on or catch‑up grants and subsequent Form 4 filings as potential indicators of future vest‑related selling pressure windows beginning after the first three‑year cliff/schedule .
- Program‑level pay for performance: 2024 results (MIP 105.2% of target; Adjusted ROTCE 16.0%) indicate incentive funding remains tied to core profitability and efficiency, which should continue to drive disciplined execution and capital returns, indirectly informing expectations for non‑P&L executives’ variable compensation trajectory .
- Governance quality: High say‑on‑pay support (86.9%), active shareholder engagement, and clearly articulated recoupment/insider policies reduce governance risk around compensation and insider activity .
Note: Miller is not a Named Executive Officer in the 2025 Proxy; individual base salary, target bonus and equity grant values were not disclosed. All program features cited apply at the company level or plan level as specified in the referenced documents .