A Letter from
Our Board’s Leadership

Stephen D. Steinour
Chairman, President, and CEO

David L. Porteous
Independent Lead Director

TIME & DATE
2:00 p.m. Eastern Time
Wednesday, April 17, 2024

PLACE
Online at meetnow.global/MWWP7JU

RECORD DATE
Close of business on
February 14, 2024

VOTING

Common shareholders as of the Record Date are entitled to vote. Shareholders of record and most beneficial shareholders have several methods by which they can vote. Please refer to the Notice of 2024 Annual Meeting of Shareholders for voting methods.

for top quartile performance 

and value creation

Leverage leadership position to acquire and deepen primary bank relationships

Capitalize on high digital engagement for incremental awareness and delivery of products, solutions, and support

Leverage industry leading innovation position for continued competitive separation

Build upon established brand in local and new markets, preserving local delivery mode

Bring everyday banking solutions, investment, and advice to more of our customers

Drive efficiencies utilizing data, analytics, and technology

Innovate and accelerate digital enablement focused on customer experience

Expand our reach through new markets

Deliver full-service model from mass affluent to high net worth

Build upon established brand in local and new markets

Scale in select areas of expertise in-footprint and nationally

Integrate digital solutions into small business owners’ daily management

Synchronize customer relationship through digital and human expertise

Offer differentiated products to solve customer needs

Accelerate credit process modernization to reduce time to funding and improve colleague/customer experience

Expand digital capabilities to benefit our customers

Target markets/clients with disciplined approach to grow operating accounts

Accelerate digital capabilities to drive efficiency and improved experience

Generate fee growth, including capital markets

Execute on deepening opportunity to continue growth in primary bank relationships

Leverage expertise and advice to scale industry verticals and enter new geographies/markets

Build more efficient processes, broader product menu, and deliver innovative solutions

Improve through data-driven insights/predictive analytics (EDGE)

Deepen relationships with large established base

Streamline to create simple, frictionless digital customer experiences

Innovate solutions and advice based on customer needs to enhance user experience

Expand B2C capabilities with ChoicePay

Leverage partnerships and innovation to scale capabilities

Enable scale with self-service options and automation

Expand opportunistically with auto and RV/Marine platform

Grow PowerSports with scaled infrastructure and expertise

Leverage foundational 75 years of industry expertise and sector leading technology

Ensure quality relationships through tenured colleagues with local knowledge

Deliver superior credit performance through the cycle, utilizing technology and consistent with low-risk track record

Optimize production and yield to enhance returns

for top quartile performance 

and value creation

Leverage scalable infrastructure with modernized core and application programming interface (API) enablement

Protect with clear information and cybersecurity roadmap

Focus on customers’ financial journeys with insights and personalization, leveraging AI

Invest proactively in talent development and training programs

Engage, develop, retain, and attract

Cultivate a DEI Culture and empower colleagues with Future of Work leadership training

Elevate colleague experience to enhance customer experience and remain an Employer of Choice

Build internal succession candidates through focused development

Drive retention and attract talent with competitive compensation programs

Incentivize through industry benchmarking and Pay Equity culture

The Board proposes the election of 16 Director nominees at this annual meeting. All our nominees are seasoned leaders and bring to our Board an effective variety of skills, knowledge, experience, and perspectives.

► See page 22 for further information.

  Community Development Committee

  Technology Committee

  Audit Committee (Audit Committee Financial Expert)

  Community Development Committee (Chair)

  Executive Committee

  Community Development Committee

  Risk Oversight Committee

  Audit Committee (Audit Committee Financial Expert)

  HRCC (Chair)

  CBIZ, Inc.

  HRCC

  Technology Committee (Chair)

  NESG Committee

  Technology Committee

  American International Group, Inc.

  Community Development Committee

  Technology Committee

  NESG Committee

  Technology Committee

  Audit Committee (Chair) (Audit Committee Financial Expert)

  Executive Committee

  NESG Committee

  HRCC

  Executive Committee

  Risk Oversight Committee (Chair)

  Executive Committee (Chair)

  NESG Committee (Chair)

  Risk Oversight Committee

  HRCC

  Risk Oversight Committee

The Board and the HRCC believe that our compensation policies and procedures strongly align the interests of executives and shareholders. Further, our culture focuses executives on sound risk management and appropriately rewards executives for performance.

► See page 83 for further information.

Annual incentive plan with overall performance at 78.2% of target. As further described in the CD&A, the HRCC exercised positive discretion when certifying funding to increase funding to 100% of target. Annual performance-based compensation based on:

  EPS⁽²⁾

  Operating Leverage⁽²⁾

  PPNR Earnings Growth⁽²⁾

Awards of long-term incentive grants comprised of:

  PSUs (55% for CEO, 50% for other NEOs; based on Relative and Absolute ROTCE⁽²⁾ + new revenue adjuster for the three-year 2022 – 2024 cycle)

  RSUs (45% for CEO, 50% for other NEOs)

(1)  Based on annualized base salaries. 

(2)  Non-GAAP, see Appendix A to this proxy statement for more information.

The Board and the Audit Committee believe that the continued retention of PwC to serve as our independent registered public accounting firm is in the best interests of the Company and its investors. The Audit Committee will reconsider the appointment of PwC if its selection is not ratified by the shareholders.

► See page 129 for further information.

The Board recommends the approval of the Huntington Bancshares Incorporated 2024 Long-Term Incentive Plan to replenish the pool of shares we have for granting stock-based compensation to executives, other colleagues, non-employee Directors, and consultants. If shareholder approval is not obtained, Huntington will not be able to grant equity awards after the shares authorized and reserved for issuance under the existing 2018 Long-Term Incentive Plan are depleted.

►  See page 136 for further information.

The Board proposes the election of 16 individuals as Directors at this annual meeting. Directors elected at the meeting will each serve a one-year term until the 2025 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal.

We have no reason to believe that any nominee will be unable or unwilling to serve as a Director, if elected. If, however, any of these nominees should become unavailable, the Board may decrease the number of Directors pursuant to our Bylaws or may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.

Director since: 2019

Age: 51

Committees:

Community Development Committee

Technology Committee

Career Highlights

President and Chief Business Officer, Ferrero North America, a confectionery company. Since September 2022, Ms. Cotton has been responsible for driving continued growth for Ferrero’s business in the U.S., Canada, and Caribbean, building upon its growing footprint and capabilities for iconic brands like Kinder, Butterfinger, Nutella, Tic Tac, Keebler, Famous Amos, and Mother’s. Under her guidance, the company is expanding its capabilities in North America.

Former President of Operations, Central & Eastern Europe for The Coca-Cola Company, a global beverage company. She joined Coca-Cola in 2020 and became President of Operations for Central and Eastern Europe in January 2021.

Previously Ms. Cotton was Senior Vice President and General Manager, Product Marketing, with Samsung Electronics America, Inc., a global manufacturer of electronic products, where she oversaw product commercialization and digital platform engagement from 2018 to 2020. She served as Samsung’s Vice President and General Manager, Mobile Computing, and Wearables from 2017 to 2018 and previously as Vice President, Marketing (Demand Generation), Tablets, Wearables, and PCs.

Served in various roles with PepsiCo, Inc. from 2004 to 2014, including Vice President, Brands from 2013 to 2014.

Began her career with Proctor & Gamble Company in 1996.

Has significant consumer product and technology experience and related marketing expertise with a consumer-centric focus.

Brings an extensive understanding of consumers (particularly millennials), their preferences, behaviors, and usage patterns, in support of advancing Huntington’s digital and mobile technology strategy, making her a valued member of the Board.

Education

Holds a bachelor’s degree in environmental engineering from Northwestern University and a master’s degree in business administration from Stanford University.

Key Experience and Skills:

Director since: 2010

Age: 67

Committees:

Audit Committee

Community Development Committee (Chair)

Executive Committee

Career Highlights

President and CEO, Crane Group Company. Since 2003, she has led Crane Group Company, a privately-held, diversified portfolio company comprised of businesses primarily serving the manufacturing and services markets, as well as managing investments in private equity firms and real estate and bond portfolios. She joined the manufacturer, Crane Plastics Company, in 1987 as Director of Human Resources, and became Vice President of Sales and Marketing in 1993. She was named President in 1996.

Previously served as Product Manager for Quaker Oats from 1982 to 1987 where she managed all aspects of multiple product lines.

Appointed as a director for the Federal Reserve Bank of Cleveland in 2003. After serving as a director for five years, she was named chair of the board and served in that capacity for two years.

Served on the board for Wendy’s International from 2003 to 2007. Also served on the board for State Savings Bank from 1993 to 1998.

Widely recognized for her and her company’s philanthropy throughout Central Ohio.

An accomplished executive who brings a wealth of knowledge of the financial services industry, community support and investment, and leadership to our Board, all of which make her qualified to serve as a Director.

Education

Holds a bachelor’s degree in marketing and finance from The Ohio State University and a master of management in marketing and finance from the J.L. Kellogg Graduate School of Management at Northwestern University.

Key Experience and Skills:

Director since: 2023

Age: 51

Committees:

Community Development Committee

Risk Oversight Committee

Career Highlights

Chairman and CEO, TransForce, Inc., a CDL driver solutions company, since February 2024.

Executive Chairman, Paragon Integrated Services Group LLC, an energy and environmental services company, since February 2024, and previously served as Chairman and CEO, from 2020 to February 2024.

Co-founder of Angeles Investors, a Hispanic angel investing non-profit group, since 2019, and a member of the board of directors, since 2020. CEO of Cetan Investments, LLC, a leadership, consulting, and angel investing firm since 2018. Previously served as a director, from 2019 to 2020, and then as President and CEO, during 2020, of Q’Max Solutions Inc., a multinational oilfield services company. Previously served as a consultant at Spencer Stuart, a business consulting and services company, from 2016 to 2018.

Prior to joining Paragon, Mr. Diaz-Granados also held multiple leadership positions with the General Electric Company, including serving as Chief Restructuring Officer, GE Healthcare, General Counsel and Chief Commercial Officer of GE Latin America, CEO of GE Mexico, and CEO of GE Spain and Portugal. Prior to beginning his career at General Electric, Mr. Diaz-Granados was an attorney with O’Melveny & Myers, specializing in mergers and acquisitions.

Serves as a chairman of the board of Trachte LLC, since 2022, and as a director from 2021 to 2022; serves as a member of the Latino Corporate Directors Association, since 2017, and previously served as vice-chair of the board of directors of the education foundation of the Latino Corporate Directors Association, from 2019 to 2021; served as an executive director of FIFARMA, from 2019 to 2022; served as a director of Massachusetts Growth Capital Corporation, from 2019 to 2021; and served as a director of the Puerto Rico Electric Power Authority, from 2016 to 2018.

Brings to the Board extensive leadership and investing experience, turnaround and restructuring experience, and a proven track record of delivering strong top-line results, which makes him a valued member of the Board.

Education

Holds a bachelor’s degree in economics from Harvard University and a juris doctor degree from Georgetown University Law Center.

Key Experience and Skills:

Director since: 2016

Age: 65

Committees:

Audit Committee

HRCC (Chair)

Other Current Public Company Directorships:

CBIZ, Inc.

Career Highlights

CEO and President of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country, since 2003.

Before founding France Strategic Partners, Ms. France served as a Managing Director of Ernst & Young LLP, a multinational professional services firm, where she led a national client-facing strategy group that worked exclusively with CEOs and their senior executive teams on corporate strategy, mergers and acquisitions, financial transactions, and value-creation strategies.

Served as a strategic advisor to over 250 companies throughout the course of her career.

Has more than 40 years of strategy, investment banking, and corporate finance experience.

Served as an investment banker with Lehman Brothers in New York and San Francisco.

Served as the international cash manager of Marathon Oil Corporation.

Appointed as a director of the BNY Mellon Family of Funds in 2019.

Previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc., and Mack Industries.

Served as a director of the Cleveland Modern Dance Association and was a founding board member and treasurer of In Counsel with Women.

A seasoned corporate director and executive who brings many years of finance, investment banking, financial reporting, risk oversight, and corporate strategy experience to our Board and the committees on which she serves.

Education

Holds a bachelor’s degree in finance magna cum laude from Indiana University and a master of management in finance with the highest distinction from the J.L. Kellogg Graduate School of Management at Northwestern University.

Other Prior Public Company Boards Within Five Years

Served on the board of Cedar Fair, L.P., a regional amusement park operator, from 2011 to 2023.

Key Experience and Skills:

Director since: 2016

Age: 63

Committees:

HRCC

Technology Committee (Chair)

Career Highlights

CEO of The Smithers Group, Inc., a private group of companies that provides technology-based services to global clientele in a broad range of industries, since 2021. He served as its President and Chief Executive Officer, from 1997 to 2021. Under his leadership since 1996, Smithers has experienced rapid growth, technological diversification, and geographic expansion through an aggressive series of acquisitions as well as organic growth.

Served as a director of FirstMerit Corporation for ten years and as a member of the audit committee and compensation committee.

Has three decades of corporate management and consulting experience.

Served five years in the U.S. Navy SEAL Teams, deploying to Southeast Asia and the Middle East and attaining the rank of Commander.

Active in local health, civic, and educational organizations, currently serving on the boards of Burton D. Morgan Foundation and the Tulane School of Science and Engineering.

Served on the boards of the Akron General Medical Center, the Greater Akron Chamber of Commerce, Ohio Foundation of Independent Colleges, Old Trail School, The American Council of Independent Laboratories, and The University of Akron Foundation.

Brings substantial leadership and executive experience, as well as business experience in the northeast Ohio market, the Board and the committees on which he serves.

Education

Holds a bachelor’s degree in biology and environmental studies from Tulane University and a master’s degree in business administration from the Wharton School of Business at the University of Pennsylvania.

Key Experience and Skills:

Director since: 2023; 2016-2021

Age: 69

Committees:

NESG Committee

Technology Committee

Other Current Public Company Directorships:

American International Group, Inc.

Career Highlights

Former U.S. National Cyber Director at the Office of the National Cyber Director, an agency in the U.S. Government responsible for leading U.S. government strategy formulation on cybersecurity and for advising the President of the United States on matters related to cybersecurity, from 2021 to 2023.

Prior to being appointed as the first U.S. National Cyber Director, Mr. Inglis served as a Commissioner on the U.S. Cyberspace Solarium Commission, a U.S. intergovernmental body charged by the U.S. Congress with making recommendations for U.S. national cyber strategy, from 2019 to 2020.

Served as Looker Professor of Cyber Studies at the U.S. Naval Academy, from July 2014 to July 2016.

Served for 28 years at the National Security Agency (NSA) as a computer scientist and operational manager, retiring in 2014 as the Agency’s deputy director and senior civilian leader. In this role, he acted as the NSA’s chief operating officer responsible for guiding and directing strategies, operations, and policy.

Served for 30 years in the U.S. Air Force (9 years active, followed by 21 years in the reserve component), from which he retired as Brigadier General in 2006. His military service included command at the squadron, group, and joint force headquarters and he holds a Command Pilot rating.

Served as a director of KEYW Corp., and served on, or co-chaired, three U.S. Department of Defense Science Board studies on cyber threat and strategy.

Serves as a Visiting Professor at the U.S. Air Force and Naval Academies, a member of the U.S. Navy Science and Technology Board, a member of the U.S. Cybersecurity and Infrastructure Security Agency Advisory Council, a Senior Advisor in the digital and cyber practice of Hakluyt & Company Limited, a strategic advisor to Paladin Capital, and as a member of the advisory boards of Claroty and Semperis, cyber security companies.

Brings to the Board extensive leadership and cybersecurity expertise, which strengthens the governance of the Board, the NESG Committee, and the Technology Committee.

Education

Holds advance degrees in engineering and computer science from Columbia University, Johns Hopkins University, and George Washington University. He is also a graduate of the J.L. Kellogg Graduate School of Management at Northwestern University executive development program, the U.S. Air Force Air War College, Air Command and Staff College, and Squadron Officers’ School.

Holds an honorary doctorate from the U.S. National Intelligence University, granted in 2023.

Other Prior Public Company Boards Within Five Years

Served on the board of FedEx Corporation, a transportation, e-commerce, and business services company, from 2015 to 2021.

Key Experience and Skills:

Director since: 2021

Age: 68

Committees:

Community Development Committee

Technology Committee

Career Highlights

Chairman of the Metropolitan Airports Commission in Minneapolis/St. Paul, Minnesota, since 2019.

Served in a variety of senior roles at Thomson Reuters, a global provider of intelligent information, from 2000 until his retirement in 2021, most recently serving as Managing Director of Operations, from 2020 until his retirement. Prior to that, he served as Executive Vice President and Chief Information Officer, during 2019 and from 2015 to 2017; Executive Vice President, Operations, from 2017 to 2019; Executive Vice President & Chief Operating Officer for Technology, from 2012 to 2015; and Chief Technology Officer of Thomson Reuters Professional Division and Executive Vice President and Chief Operating Officer of Thomson West, from 2008 to 2012.

Completed the National Association of Corporate Directors’ Cyber-Risk Oversight Program and received the CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University.

Serves as chair of the Technology Advisory Council for the State of Minnesota.

Brings significant cybersecurity and technological expertise, making him a valued Director on our Board.

Education

Holds bachelor’s and master’s degrees in education from the University of Vermont.

Other Prior Public Company Boards Within Five Years

Prior to the TCF Merger in 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2014.

Key Experience and Skills:

Director since: 2019

Age: 52

Committees:

NESG Committee

Technology Committee

Other Current Public Company Directorships:

BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.)

Career Highlights

Founding Principal of LEO DIX, a boutique management consultancy, since 2020.

Served as EVP and Chief Marketing and Communications Officer for Verizon Media, the Verizon Communications, Inc. subsidiary consisting of 20+ distinctive digital brands reaching one billion consumers, including AOL, HuffPost, MAKERS, TechCrunch, Tumblr, Yahoo, Yahoo Finance, and Yahoo Sports. She served in this role from 2015 to 2018 following Verizon’s acquisitions of AOL and Yahoo, where she was responsible for all consumer and B2B marketing, digital, communications, brand, and corporate citizenship. She simultaneously served as CEO of MAKERS.

Held the position of Chief Marketing and Communications officer for AOL from 2013 to 2015 prior to Verizon’s acquisition of AOL in 2015.

Held the position of Chief Marketing Officer for 33Across, a leading data and analytics company in the digital advertising space, from 2011 to 2012. Held the position of Vice President, Marketing for Brand Affinity Technologies, a digital sports and celebrity endorsement marketing platform, from 2008 to 2011.

Serves as a board member and executive committee member of the National Forest Foundation, board member of Identity Digital, and board member of 33Across.

Founded and chaired the board of trustees of Verizon Media’s Charitable Foundation and previously chaired the AOL Foundation. She also served on the executive committee for the Internet Advertising Bureau board of directors, and served on the board of The Female Quotient.

Held digital media and marketing leadership positions with Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies), and the Washington Wizards.

Renowned for her business, marketing, and communications expertise with fast-growth companies, as well as cyber, M&A, transformation, and ESG/DEI/values leadership, all of which make her qualified to serve on our Board.

Education

Holds a bachelor’s degree in corporate communications from Ithaca College.

Other Prior Public Company Boards Within Five Years

Served on the board of Waddell & Reed Financial, Inc., an asset management and financial planning company, from 2020 to 2021.

Served on the board of Pier 1 Imports, Inc., a retail chain specializing in imported home furnishings and décor, from 2018 to 2020.

Key Experience and Skills:

Director since: 2010

Age: 68

Committees:

Audit Committee (Chair)

Executive Committee

NESG Committee

Other Current Public Company Directorships:

Tempur Sealy International, Inc.

Career Highlights

Retired Chairman of MCG Capital Corporation, a Washington, D.C.-based publicly traded business development corporation providing financing to middle market companies throughout the U.S. Mr. Neu served as chairman of the board of MCG from 2009 until its sale to PennantPark Floating Rate Capital Ltd in 2015. He also served as CEO of MCG from 2011 to 2012. He first joined the MCG board in 2007 and served as a member of the audit, nominating and corporate governance, and valuation and investment committees.

Served as Executive Vice President, CFO, Treasurer, and director for both Charter One Financial, Inc. and Charter One Bank, from 1995 to 2004. He assumed the role of Executive Vice President, CFO, Treasurer following the merger of First Federal of Michigan and Charter One Financial, Inc. He joined First Federal of Michigan in 1985 as CFO and was elected to the board in 1992.

Serves as the lead director, chair of the compensation committee, and as a member of the audit committee and nominating and governance committee on the board of Tempur Sealy International, Inc.

Served on the board of the Dollar Thrifty Automotive Group, from 2006 until its sale to Hertz Corporation in 2012. Mr. Neu served as the lead director from 2011 to 2012 and served as chairman of the board from 2010 to 2011. He previously served as chairman of the audit committee and as a member of the corporate governance committee.

His professional experience includes seven years at a Big 4 public accounting firm, 20 years as a CFO of a major regional bank holding company, and 20 years in a variety of public company board roles.

Possesses a comprehensive knowledge of our Bank markets, as well as extensive knowledge of the banking industry. He has led numerous bank acquisitions and integrations.

His knowledge and diverse business experience, as well as financial acumen, make him a valued member of the Board and as Chair of the Audit Committee.

Education

Holds a bachelor’s degree in business administration from Eastern Michigan University.

Other Prior Public Company Boards Within Five Years

Served on the board of Oxford Square Capital Corporation, a publicly-traded closed-end, management investment company, from 2016 to 2021.

Key Experience and Skills:

Director since: 2019

Age: 64

Committees:

Executive Committee

HRCC

Risk Oversight Committee (Chair)

Other Current Public Company Directorships:

Adtalem Global Education Inc.

Career Highlights

Senior Advisor at Oliver Wyman, Inc., a global management consulting firm, since 2019.

Served as Chief Risk Officer for the U.S. Department of the Treasury, the national treasury and finance department of the U.S. Government, from 2014 to 2019. In this role, Mr. Phelan established the department’s Office of Risk Management to provide senior Treasury and other Administration officials with analysis of key risks, including credit, market, liquidity, operational, governance, and reputational risks across the department. He also served as Acting Director for the Office of Financial Research, an independent bureau within the Treasury Department charged with supporting the Financial Stability Oversight Council and conducting research about systemic risk.

Served as CRO for RBS Americas, from 2011 to 2014.

Possesses broad risk oversight expertise as well as extensive knowledge of the banking industry.

His knowledge and experience strengthen the Board’s governance and risk oversight and make him a key member of the Risk Oversight Committee and the Board. He was determined by the Board to be a “risk management expert” under the Federal Reserve’s Regulation YY.

Education

Holds a master’s degree in economics from Trinity College in Dublin, Ireland, and a juris doctor degree from Villanova University.

Key Experience and Skills:

Director since: 2003

Age: 71

Independent Lead Director

Committees:

Executive Committee (Chair)

NESG Committee (Chair)

Risk Oversight Committee

Career Highlights

Attorney at McCurdy, Wotila & Porteous, P.C., a law firm, since 2008.

Practiced law for more than 40 years with a focus on business, corporate, and municipal law and government relations.

Prior to joining McCurdy, Wotila & Porteous, he managed his own law practice for more than 20 years.

Recognized authority on economic development and has served on the boards of the Michigan Economic Development Corporation; the Michigan Economic Growth Authority, where he was chairman of the executive committee; the Michigan Strategic Fund, where he was chairman; and the Michigan Chamber of Commerce.

Former director of the Federal Home Loan Bank of Indianapolis, where he chaired the audit committee.

Served on the board of trustees of Michigan State University, where he was chairman of the board, from 2003 to 2006, and was a member of its finance and audit committees.

Served as a director of Jackson National Life Insurance of New York, from 2002 to 2016, where he served as a member of the audit, risk, and compensation committees.

Brings significant legal, economic, and leadership experience to the Board and the committees on which he serves.

Education

Holds a bachelor’s degree in criminal justice from Michigan State University and a juris doctor degree from Western Michigan University, Cooley Law School.

Key Experience and Skills:

Director Nominee    

Age: 64

Other Current Public Company Directorships:

ZeroFox Holdings, Inc.

Career Highlights

President, Oplnet, LLC, a business that provides expertise and experience to help government and commercial customers improve performance in the areas of national defense and intelligence, since 2022.

Served as Vice President, Cyber Offense Defense Experts (CODEX) within Raytheon Intelligence and Space, an entity that provides cyber capabilities for offense, defense, and security initiatives for customers in the intelligence and defense industries, from 2019 to 2022.

Served as Executive Vice President of Technology and a director of Cyber-Reboot at In-Q-Tel, a not-for-profit strategic investment firm that accelerates the development and delivery of cutting-edge technologies to the intelligence community and Department of Defense from the venture-backed tech start-up ecosystem, from 2016 to 2019.

Joined In-Q-Tel after spending 32 years at the U.S. National Security Agency (NSA), where she held several leadership positions, including most recently as the Director of Signals Intelligence, where she advised the Directors of NSA, the Director of National Intelligence, U.S. Military officers, and other high-ranking U.S. government officials.

Serves on the Army Science Board Intelligence Committee, the Georgia Institute of Technology school of Electrical and Computer Engineering Advisory Board, the Georgia Institute of Technology Board of Advisors, and the Cigent Technology Inc. board of directors, and serves as an advisor to Sanbox AQ.

Brings significant leadership and cybersecurity expertise in the intelligence and national defense industries, making her a strong nominee for Director.

Education

Holds a bachelor’s degree in electrical engineering from Georgia Institute of Technology and a master’s degree in electrical engineering from Johns Hopkins University.

Key Experience and Skills:

Director since: 2021

Age: 62

Committees:

HRCC

Risk Oversight Committee

Career Highlights

CEO, Global Chief Investment Officer, and Director at Sit Investment Associates, Inc., a privately-owned institutional investment management firm, since 2008.

Served in the U.S. Air Force, attaining the rank of Captain.

Has over 30 years of financial services experience, including as vice president and senior equity research analyst at Goldman Sachs & Co.

Serves on the investment committee of the McKnight Foundation, a family foundation that is focused on advancing a more just, creative, and abundant future where people and the planet thrive. Previously, Mr. Sit served on the board of the McKnight Foundation and as a member of the executive committee and is a past chair of the finance and audit committee and the investment committee.

Brings significant leadership and financial services expertise, making him a valuable member of our Board.

Education

Holds a bachelor’s degree in management from the U.S. Air Force Academy, a master’s degree in systems management from the University of Southern California, and a master’s degree in business administration from the Harvard Business School.

Other Prior Public Company Boards Within Five Years

Prior to the TCF Merger in 2021, he served on the board of TCF (formerly Chemical Financial Corporation) since its 2019 merger with legacy TCF, the board of which he had served on since 2015.

Key Experience and Skills:

Director since: 2009

Age: 65

Committees:

Executive Committee

Other Current Public Company Directorships:

Bath & Body Works, Inc.

Career Highlights

Chairman, President, and CEO of Huntington and President and CEO of Huntington Bank, since January 2009. Mr. Steinour was also Chairman of Huntington Bank until the TCF Merger in 2021. He joined Huntington from CrossHarbor Capital Partners, a recognized leading manager of alternative investments, where he served as a Managing Partner, from 2008 to 2009.

Served in various executive roles for Citizens Financial Group, from 1992 to 2008, with responsibilities for credit, risk management, wholesale and regional banking, consumer lending, technology, and operations, among others. He was named President in 2005 and CEO in 2007.

Serves as the chair of the audit committee and as a member of the executive committee on the board of Bath & Body Works, Inc.

Serves as a trustee of The Ohio State University Wexner Medical Center, co-chair of The Columbus Partnership, and as a member of the board of Battelle Memorial Institute.

Member of the Board of the Bank Policy Institute and Member of the Ohio Business Roundtable and The Clearing House.

Former director of the Federal Reserve Bank of Cleveland, from 2017 to 2019.

Served on the board of trustees of Liberty Property Trust, is a former trustee of the Eisenhower Fellowships and the National Constitution Center, and past chairman of the Greater Philadelphia Chamber of Commerce.

With more than 40 years of experience in all aspects of banking, he brings extensive leadership experience, as well as broad knowledge of the banking industry to the Board and his role as CEO.

Education

Holds a bachelor’s degree in economics from Gettysburg College and completed the Stanford University Graduate School of Business Executive Program.

Other Prior Public Company Boards Within Five Years

Served on the board of L Brands, Inc., a specialty retail company, from 2014 until it split into separate companies in 2021; continued on the board of Bath & Body Works, Inc.

Served on the board of Exelon Corporation, a utility services holding company, from 2007 to 2020.

Key Experience and Skills:

Director since: 2021