Zachary Wasserman
HUNTINGTON BANCSHARES INC /MD/About Zachary Wasserman
Zachary J. Wasserman is Senior Executive Vice President and Chief Financial Officer of Huntington Bancshares (HBAN) since November 2019; age 50 as of the 2025 annual meeting . He previously served as SVP/CFO at Visa North America and Global Consulting & Analytics (2016–2019) and as SVP/CFO for U.S. Consumer Services & Global Consumer Travel at American Express (2012–2016) . Under HBAN’s performance framework, 2024 results included EPS of $1.22, total revenue up 0.5% to $7.4 billion, and Adjusted ROTCE of 16.0% . HBAN’s cumulative TSR since 2019 reached 138 vs 133 for the KBW Bank Index in 2024, with Net Income of $1,940 million that year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Visa Inc. | SVP and CFO, North America; CFO, Global Consulting & Analytics | 2016–2019 | Led finance for core payments and analytics businesses, strengthening capital and revenue management disciplines |
| American Express Company | SVP and CFO, U.S. Consumer Services & Global Consumer Travel | 2012–2016 | Financial leadership across consumer revenue engines and travel, bringing scaled consumer P&L rigor |
External Roles
No public company directorships disclosed for Wasserman; executive roles were operating positions at Visa and American Express .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $744,792 | Received a 3.4% base increase in 2024 |
| Target Annual Incentive (MIP) | $931,620 | Individual target opportunity set at the start of the year (company ranges for NEOs: 110–150% of base) |
| Actual Annual Incentive (MIP) Paid | $1,100,000 | Based on certified 2024 performance |
Performance Compensation
Annual Incentive (MIP) – Structure and Outcomes
| Metric | Targeting Approach | 2024 Actual (as adjusted) | Payout Determination | Notes |
|---|---|---|---|---|
| EPS (Adjusted) | Target set from annual budget | $1.25 adjusted EPS; 101.5% performance factor | Contributed to 105.2% total funding | Adjustments for FDIC assessment, severance/CRE consolidation, securities repositioning, and mezzanine gains (net pre-tax +$63.1m) |
| PPNR Earnings Growth (Adjusted) | Budgeted growth objective | 2.04% adjusted growth; 106.8% performance factor | Contributed to 105.2% total funding | Adjusted operating leverage framework in Appendix A |
| Operating Leverage (Adjusted) | Revenue vs expense spread | 4.2% adjusted leverage; 107.4% performance factor | Contributed to 105.2% total funding | Non-GAAP reconciliations provided |
Final approved MIP funding for 2024 was 105.2% of target .
Long-Term Incentive Plan (LTIP) – Design and Wasserman’s 2024 Grants
| Vehicle | Metric | Target/Threshold/Max | Payout Range | Vesting |
|---|---|---|---|---|
| PSUs | Relative ROTCE vs peer group; Absolute ROTCE threshold | Target at 55th percentile; Threshold 30th; Max 70th percentile; Absolute threshold ≥6% | 0–150% of target shares | 3-year performance cycle; vests at cycle end |
| RSUs | Time-based | N/A | N/A | 50% after year 3; 50% after year 4 |
Wasserman’s 2024 plan-based awards:
- PSUs: 71,428 target units plus retention PSUs of 19,305; grant-date fair values $924,993 and $250,000 respectively .
- RSUs: 71,428 units plus retention RSUs of 19,305; grant-date fair values $924,993 and $250,000 respectively .
- Aggregate 2024 stock awards fair value: $2,349,986 (includes retention awards) .
Recently completed PSU cycles: the 2021–2023 PSU cycle paid 165% of target (above-max relative ROTCE and 10% incremental revenue modifier applicable to that vintage) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 262,015 shares as of Feb 18, 2025 |
| Shares acquirable within 60 days | RSUs: 54,930; Options: 206,584 |
| Unvested RSUs outstanding & market value | 79,508 ($1,293,596; 2022); 71,433 ($1,162,218; 2023); 73,876 ($1,201,966; 2024); 19,967 ($324,858; 2024 retention) |
| Unvested PSUs (assumed payout basis) & value | 143,115 ($2,328,473; 2022); 128,580 ($2,091,992; 2023); 110,814 ($1,802,949; 2024); 29,950 ($487,287; 2024 retention) |
| Outstanding options | 105,574 exercisable at $8.57 expiring 5/1/2030; 75,757 exercisable and 25,253 unexercisable at $16.08 expiring 3/26/2031 |
| Stock ownership guidelines | CEO 10x salary; other NEOs 3x salary; each NEO with ≥5 years service meets guidelines as of 2/18/2025 |
| Hedging/pledging | Prohibited for executives and directors |
| Dividends on unvested equity | Not paid prior to vesting; dividend equivalents accrue and vest with awards if applicable |
Insider trading activity:
- Reported acquisitions of common stock (Form 4) by Wasserman on July 1, 2025 (2,394 shares) and October 1, 2025 (2,435 shares), consistent with equity award settlements/accruals; see Form 4 filings and IR site references . He also signed HBAN 8‑K filings as CFO (e.g., earnings releases and transaction filings in 2025) .
Employment Terms
| Provision | Detail |
|---|---|
| At‑will and agreements | NEOs have Executive Agreements for change‑in‑control (CIC); only CEO has a separate employment agreement |
| CIC trigger | Double‑trigger (termination without cause or good reason within specified window) |
| Severance multiples (cash) | 2.5x base salary and 2.5x target annual incentive for NEOs (CEO 3x) |
| Welfare/outplacement | 30 months of benefits for NEOs; outplacement up to 15% of base + $5,000 travel |
| Non‑compete | Post-termination non‑compete: 1 year for NEOs; 3 years for CEO |
| Equity treatment at CIC | Awards vest per plan/agreements; committee may adjust treatment; no option/SAR repricing without shareholder approval |
| Estimated CIC payout (as of 12/31/2024) | Wasserman: $15,838,179 (cash severance, pro‑rata bonus, welfare, equity acceleration), with best‑net‑benefit cutback/no gross‑up |
Clawbacks and recoupment:
- Robust recoupment policies include misconduct clawback and Dodd‑Frank financial restatement clawback; awards may be forfeited or recouped for misconduct, excessive risk, or restatements .
Peer group for compensation benchmarking:
- CFG, CMA, FITB, KEY, MTB, PNC, RF, TFC, USB, ZION (same in 2023–2024) .
Say‑on‑pay:
- 2024 vote approval 86.9%; ~92% average support over last five years .
Performance Compensation – Detailed Tables
2024 MIP Certification
| Item | Value |
|---|---|
| Adjusted EPS performance factor | 101.5% |
| Adjusted PPNR Earnings Growth factor | 106.8% |
| Adjusted Operating Leverage factor | 107.4% |
| Final approved funding | 105.2% of target |
2024 LTIP Grants to Wasserman (Grant-date values and units)
| Award | Units (Target) | Grant-date Fair Value ($) |
|---|---|---|
| PSUs (annual) | 35,714 | $924,993 |
| PSUs (retention) | 19,305 | $250,000 |
| RSUs (annual) | 71,428 | $924,993 |
| RSUs (retention) | 19,305 | $250,000 |
| Total Stock Awards 2024 | — | $2,349,986 |
Vesting terms: PSUs vest at 3 years based on relative/absolute ROTCE; RSUs vest 50% at year 3 and 50% at year 4 .
COMPENSATION & INCENTIVES – Year-over-Year Mix
- Emphasis on performance-based pay: majority of LTI is PSUs (50% for NEOs in 2024; rising to 55% in 2025) .
- No dividends paid on unvested equity; prohibition on hedging/pledging; no option repricing without shareholder approval .
- Annual equity awards on pre-established dates to avoid MNPI coordination .
Governance and Risk Controls Affecting Incentives
- HRCC oversight of incentive risk; annual enterprise risk assessment of incentive plans with potential payment reductions; strong recoupment policies .
- Balanced metrics for MIP and PSU programs (earnings growth, operating leverage, ROTCE) with Extraordinary Events adjustments defined in plan and applied consistently .
Company Performance Context (for Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,972,000,000* | $1,908,000,000* | $2,022,000,000* |
Values retrieved from S&P Global.*
Investment Implications
- Compensation alignment: Wasserman’s pay structure is tightly linked to core profitability (EPS, PPNR growth, operating leverage) and multi-year ROTCE, with robust clawbacks and risk oversight—supports long-term capital discipline and reduces behavioral risk .
- Vesting and selling pressure: Significant unvested RSUs/PSUs (2022–2024 vintages) imply continued equity delivery over 2025–2027; RSU vesting 50/50 in years 3 and 4 can create periodic tax-withholding transactions but no hedging/pledging is allowed, mitigating alignment concerns .
- Retention risk: 2024 incremental retention grants ($500k combined RSU/PSU) for the CFO were explicitly designed to incentivize continuation as a key leader, within LTIP ranges—reduces near-term flight risk .
- Change-of-control economics: Double-trigger CIC with 2.5x cash multiples and full equity acceleration could be material in a transaction ($15.8m estimate as of 12/31/2024), but absence of tax gross-ups and best-net-benefit cutbacks moderate shareholder cost .
- Execution track record: CFO leadership through 2024 delivered positive operating leverage and adjusted ROTCE of 16% with disciplined capital actions; in 2025, he has been directly involved in strategic expansion (e.g., Veritex transaction process disclosures), signaling continued focus on accretive growth with risk controls .