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DEF 14A Filing Data
Huntington Bancshares (HBAN) DEF 14A9 Mar 23Definitive proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | HUNTINGTON BANCSHARES INC /MD/ |
Entity Central Index Key | 0000049196 |
Pay vs Performance Disclosure | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 | ||
Pay vs Performance Disclosure [Table] | |||||
Pay vs Performance [Table Text Block] | Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” (“CAP”) and certain performance measures for the fiscal years listed below. The CD&A Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2022, December Year-end value of $100 invested on 12/31/2019 in (6) Year Summary Compensation Table Total for Stephen D. Steinour ($) Compensation Actually Paid to Stephen D. Steinour (1)(2)(3) ($) Average Summary Compensation Table Total for Non-CEO NEOs (5) ($) Average Compensation Actually Paid to Non-CEO NEOs (1)(2)(3)(4)(5) ($) HBAN ($) KBW Bank Index ($) GAAP Net Income (in millions) ($) Adjusted ROTCE (7) (%) 2022 10,484,973 9,975,350 4,790,298 4,903,828 108.06 89.69 2,238 21.50 2021 9,619,178 21,291,057 4,985,771 7,843,730 113.00 124.06 1,295 19.10 2020 8,007,682 5,386,257 3,181,470 3,289,294 88.94 97.52 817 8.90 (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include: 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Total Compensation from Summary Compensation Table 10,484,973 4,790,298 9,619,178 4,985,771 8,007,682 3,181,470 Adjustments for Pension Adjustment Summary Compensation Table Pension — — — — (203,536) — Amount added for current year service cost — — — — — — Amount added for prior service cost impacting current year — — — — — — Total Adjustments for Pension — — — — (203,536) — Adjustments for Equity Awards Adjustment for grant date values in the Summary Compensation Table (5,499,987) (2,643,460) (5,249,976) (899,994) (4,499,995) (1,374,990) Year-end fair value of unvested awards granted in the current year 7,062,267 3,086,231 7,400,201 2,169,533 7,797,601 2,355,939 Year-over-year difference of year-end fair values for unvested awards granted in prior years (1,056,021) (232,212) 7,137,162 1,121,351 (1,714,840) (361,670) Fair values at vest date for awards granted and vested in current year — — — — — — Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years (1,015,882) (98,874) 2,384,491 443,854 (4,000,655) (511,456) 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Forfeitures during current year equal to prior year-end fair value — — — — — — Dividends or dividend equivalents not otherwise included in total compensation — 1,845 — 23,216 — — Total Adjustments for Pension (509,623) 113,530 11,671,879 2,857,959 (2,417,889) 107,824 Compensation Actually Paid (as calculated) 9,975,350 4,903,828 21,291,057 7,843,730 5,386,257 3,289,294 (2) The following summarizes the valuation assumptions used for stock option awards included as part of CAP: - Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/Full Year End (“FYE”) date. - Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. - Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. - Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. - Represents annual dividend yield on each vest/FYE date. (3) The following tables illustrates the valuation assumptions as of the vesting date for awards that vested in each of 2020, 2021, and 2022: For Stock Options Vesting in Weighted Average Fair Value of Full Value Awards Vesting in 2022 2021 2020 2022 2021 2020 Expected volatility 39% - 46% 38% - 44% 33% - 35% Expected dividend yield 4.0% - 4.7% 3.9% - 4.1% 7.0% For Restricted Share and Restricted Stock Units $14.08 $14.80 $9.58 Expected term, in years 3.0 - 4.5 3.0 - 4.5 3.0 - 4.5 For Performance Share Awards $13.15 $15.32 $8.57 Risk-free interest rate 2.6% - 2.9% .2% - .9% .3% - .4% (4) For FY21, Thomas Shafer and Michael Jones joined the Company through a mid-year acquisition and their values are calculated in line with the other NEOs with the initial value of their equity awards for FY21 effective 12/31/20 based on Huntington’s stock price. (5) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2022: Zachary Wasserman, Paul Heller, Brant Standridge, Scott Kleinman. 2021: Zachary Wasserman, Paul Heller, Thomas Shafer, Michael Jones. 2020: Zachary Wasserman, Paul Heller, Andrew Harmening, Jana Litsey. (6) Reflects return on $100 investment over 12/31/19-12/31/22, 12/31/19-12/31/21, and 12/31/19-12/31/20 for 2022, 2021, and 2020, respectively. (7) Non-GAAP, see Appendix A to this proxy statement for more information. | ||||
Company Selected Measure Name | [1] | Adjusted ROTCE | |||
Named Executive Officers, Footnote [Text Block] | (5) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2022: Zachary Wasserman, Paul Heller, Brant Standridge, Scott Kleinman. 2021: Zachary Wasserman, Paul Heller, Thomas Shafer, Michael Jones. 2020: Zachary Wasserman, Paul Heller, Andrew Harmening, Jana Litsey. | ||||
PEO Total Compensation Amount | $ 10,484,973 | $ 9,619,178 | $ 8,007,682 | ||
PEO Actually Paid Compensation Amount | [2],[3],[4] | 9,975,350 | 21,291,057 | 5,386,257 | |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include: 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Total Compensation from Summary Compensation Table 10,484,973 4,790,298 9,619,178 4,985,771 8,007,682 3,181,470 Adjustments for Pension Adjustment Summary Compensation Table Pension — — — — (203,536) — Amount added for current year service cost — — — — — — Amount added for prior service cost impacting current year — — — — — — Total Adjustments for Pension — — — — (203,536) — Adjustments for Equity Awards Adjustment for grant date values in the Summary Compensation Table (5,499,987) (2,643,460) (5,249,976) (899,994) (4,499,995) (1,374,990) Year-end fair value of unvested awards granted in the current year 7,062,267 3,086,231 7,400,201 2,169,533 7,797,601 2,355,939 Year-over-year difference of year-end fair values for unvested awards granted in prior years (1,056,021) (232,212) 7,137,162 1,121,351 (1,714,840) (361,670) Fair values at vest date for awards granted and vested in current year — — — — — — Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years (1,015,882) (98,874) 2,384,491 443,854 (4,000,655) (511,456) 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Forfeitures during current year equal to prior year-end fair value — — — — — — Dividends or dividend equivalents not otherwise included in total compensation — 1,845 — 23,216 — — Total Adjustments for Pension (509,623) 113,530 11,671,879 2,857,959 (2,417,889) 107,824 Compensation Actually Paid (as calculated) 9,975,350 4,903,828 21,291,057 7,843,730 5,386,257 | ||||
Non-PEO NEO Average Total Compensation Amount | [5] | 4,790,298 | 4,985,771 | 3,181,470 | |
Non-PEO NEO Average Compensation Actually Paid Amount | [2],[3],[4],[5],[6] | 4,903,828 | 7,843,730 | 3,289,294 | |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include: 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Total Compensation from Summary Compensation Table 10,484,973 4,790,298 9,619,178 4,985,771 8,007,682 3,181,470 Adjustments for Pension Adjustment Summary Compensation Table Pension — — — — (203,536) — Amount added for current year service cost — — — — — — Amount added for prior service cost impacting current year — — — — — — Total Adjustments for Pension — — — — (203,536) — Adjustments for Equity Awards Adjustment for grant date values in the Summary Compensation Table (5,499,987) (2,643,460) (5,249,976) (899,994) (4,499,995) (1,374,990) Year-end fair value of unvested awards granted in the current year 7,062,267 3,086,231 7,400,201 2,169,533 7,797,601 2,355,939 Year-over-year difference of year-end fair values for unvested awards granted in prior years (1,056,021) (232,212) 7,137,162 1,121,351 (1,714,840) (361,670) Fair values at vest date for awards granted and vested in current year — — — — — — Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years (1,015,882) (98,874) 2,384,491 443,854 (4,000,655) (511,456) 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Forfeitures during current year equal to prior year-end fair value — — — — — — Dividends or dividend equivalents not otherwise included in total compensation — 1,845 — 23,216 — — Total Adjustments for Pension (509,623) 113,530 11,671,879 2,857,959 (2,417,889) 107,824 Compensation Actually Paid (as calculated) 9,975,350 4,903,828 21,291,057 7,843,730 5,386,257 | ||||
Equity Valuation Assumption Difference, Footnote [Text Block] | (3) The following tables illustrates the valuation assumptions as of the vesting date for awards that vested in each of 2020, 2021, and 2022: For Stock Options Vesting in Weighted Average Fair Value of Full Value Awards Vesting in 2022 2021 2020 2022 2021 2020 Expected volatility 39% - 46% 38% - 44% 33% - 35% Expected dividend yield 4.0% - 4.7% 3.9% - 4.1% 7.0% For Restricted Share and Restricted Stock Units $14.08 $14.80 $9.58 Expected term, in years 3.0 - 4.5 3.0 - 4.5 3.0 - 4.5 For Performance Share Awards $13.15 $15.32 $8.57 Risk-free interest rate 2.6% - 2.9% .2% - .9% .3% - .4% | ||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||||
Compensation Actually Paid vs. Net Income [Text Block] | |||||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | * Non- GAAP, see Appendix A to this proxy statement for more information | ||||
Tabular List [Table Text Block] | Tabular List of Financial Performance Measures As described in greater detail in the CD&A, we have a significant focus on pay-for-performance. The most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules), to our NEOs in 2022 to our performance were: Adjusted EPS; Operating Leverage; PTPP Growth; Adjusted ROTCE; and New Revenue. | ||||
Total Shareholder Return Amount | 108.06 | 113 | 88.94 | ||
Peer Group Total Shareholder Return Amount | 89.69 | 124.06 | 97.52 | ||
Net Income (Loss) | $ 2,238 | $ 1,295 | $ 817 | ||
Company Selected Measure Amount | [1] | 21.5 | 19.1 | 8.9 | |
PEO Name | Stephen D. Steinour | ||||
Measure [Axis]: 1 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | Adjusted EPS | ||||
Measure [Axis]: 2 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | Operating Leverage | ||||
Measure [Axis]: 3 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | PTPP Growth | ||||
Measure [Axis]: 4 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | Adjusted ROTCE | ||||
Measure [Axis]: 5 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | New Revenue | ||||
Adjustment Type 6 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ 23,216 | ||||
PEO [Member] | Adjustment Type 1 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ (203,536) | ||||
PEO [Member] | Adjustment Type 7 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (203,536) | ||||
PEO [Member] | Adjustment Type 2 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ (5,499,987) | (5,249,976) | (4,499,995) | ||
PEO [Member] | Adjustment Type 3 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 7,062,267 | 7,400,201 | 7,797,601 | ||
PEO [Member] | Adjustment Type 4 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,056,021) | 7,137,162 | (1,714,840) | ||
PEO [Member] | Adjustment Type 5 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,015,882) | 2,384,491 | (4,000,655) | ||
PEO [Member] | Adjustment Type 8 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (509,623) | 11,671,879 | (2,417,889) | ||
Non-PEO NEO [Member] | Adjustment Type 2 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (2,643,460) | (899,994) | (1,374,990) | ||
Non-PEO NEO [Member] | Adjustment Type 3 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 3,086,231 | 2,169,533 | 2,355,939 | ||
Non-PEO NEO [Member] | Adjustment Type 4 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (232,212) | 1,121,351 | (361,670) | ||
Non-PEO NEO [Member] | Adjustment Type 5 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (98,874) | 443,854 | (511,456) | ||
Non-PEO NEO [Member] | Adjustment Type 6 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 1,845 | ||||
Non-PEO NEO [Member] | Adjustment Type 8 [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ 113,530 | $ 2,857,959 | $ 107,824 | ||
[1] (7) Non-GAAP, see Appendix A to this proxy statement for more information. (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include: 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Total Compensation from Summary Compensation Table 10,484,973 4,790,298 9,619,178 4,985,771 8,007,682 3,181,470 Adjustments for Pension Adjustment Summary Compensation Table Pension — — — — (203,536) — Amount added for current year service cost — — — — — — Amount added for prior service cost impacting current year — — — — — — Total Adjustments for Pension — — — — (203,536) — Adjustments for Equity Awards Adjustment for grant date values in the Summary Compensation Table (5,499,987) (2,643,460) (5,249,976) (899,994) (4,499,995) (1,374,990) Year-end fair value of unvested awards granted in the current year 7,062,267 3,086,231 7,400,201 2,169,533 7,797,601 2,355,939 Year-over-year difference of year-end fair values for unvested awards granted in prior years (1,056,021) (232,212) 7,137,162 1,121,351 (1,714,840) (361,670) Fair values at vest date for awards granted and vested in current year — — — — — — Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years (1,015,882) (98,874) 2,384,491 443,854 (4,000,655) (511,456) 2022 2021 2020 Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Stephen D. Steinour ($) Average of Non-CEO NEOs ($) Forfeitures during current year equal to prior year-end fair value — — — — — — Dividends or dividend equivalents not otherwise included in total compensation — 1,845 — 23,216 — — Total Adjustments for Pension (509,623) 113,530 11,671,879 2,857,959 (2,417,889) 107,824 Compensation Actually Paid (as calculated) 9,975,350 4,903,828 21,291,057 7,843,730 5,386,257 (2) The following summarizes the valuation assumptions used for stock option awards included as part of CAP: - Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/Full Year End (“FYE”) date. - Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. - Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. - Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. - Represents annual dividend yield on each vest/FYE date. (3) The following tables illustrates the valuation assumptions as of the vesting date for awards that vested in each of 2020, 2021, and 2022: For Stock Options Vesting in Weighted Average Fair Value of Full Value Awards Vesting in 2022 2021 2020 2022 2021 2020 Expected volatility 39% - 46% 38% - 44% 33% - 35% Expected dividend yield 4.0% - 4.7% 3.9% - 4.1% 7.0% For Restricted Share and Restricted Stock Units $14.08 $14.80 $9.58 Expected term, in years 3.0 - 4.5 3.0 - 4.5 3.0 - 4.5 For Performance Share Awards $13.15 $15.32 $8.57 Risk-free interest rate 2.6% - 2.9% .2% - .9% .3% - .4% (5) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2022: Zachary Wasserman, Paul Heller, Brant Standridge, Scott Kleinman. 2021: Zachary Wasserman, Paul Heller, Thomas Shafer, Michael Jones. 2020: Zachary Wasserman, Paul Heller, Andrew Harmening, Jana Litsey. (4) For FY21, Thomas Shafer and Michael Jones joined the Company through a mid-year acquisition and their values are calculated in line with the other NEOs with the initial value of their equity awards for FY21 effective 12/31/20 based on Huntington’s stock price. |