Huntington Bancshares (HBAN) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Huntington Bancshares Incorporated

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Purpose Drives Performance

Huntington’s approach to shareholder value creation

The best way to achieve our long-term financial goals and generate sustainable, through-the-cycle returns is to fulfillour purpose to make people’s lives better, help businesses thrive, and strengthen the communities we serve.

Our success is deeply interconnected with the success of the people and communities we serve.

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Letter to Shareholders

March 12, 2020 Dear Fellow Shareholders: We are pleased to invite you to the 2020 Annual Meeting of Shareholders to be held on Wednesday, April 22, 2020, at 2:00 pm (local time) at our Easton Business Service Center in Columbus, Ohio. We will consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year. We continued to focus on our strategic priorities in 2019: driving organic revenue growth, managing our expense growth to fund further investment, and advancing our digital and mobile technology strategy, while adhering to our aggregate moderate-to-low risk appetite. 2019 was another year of strong performance for Huntington, with record net income for the fifth consecutive year and annual positive operating leverage on an adjusted basis for the seventh consecutive year. In support of our business strategy, we further strengthened our board of directors with the election of three new members who bring additional expertise in risk management, consumer technology, and brand strategy to our well-rounded and effective board. Your vote is important to us. Whether or not you plan to attend the annual meeting, we encourage you to read the Proxy Statement carefully. Please vote via internet, telephone, or mail to ensure that your shares are represented. Thank you for your support of Huntington. Best wishes, Stephen D. Steinour Chairman, President and CEO David L. Porteous Lead Director

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Notice of 2020 Annual Meeting of Shareholders

Date and Time Wednesday, April 22, 2020, at 2:00 p.m. local time

Location* Huntington’s Easton Business Service Center, 7 Easton Oval, Columbus, Ohio 43219

Matters to be Voted Upon:

Proposal 1	Election of Directors	✓	FOReach director nominee ►  Page 1
Proposal 2	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020	✓	FOR ►  Page 40
Proposal 3	Advisory resolution to approve, on a non-binding basis, the compensation of executives as disclosed in the accompanying proxy statement	✓	FOR ►   Page 44
Other business that properly comes before the meeting

Information for Shareholders Who Plan to Attend the 2020 Annual Meeting of Shareholders

Our Easton Business Service Center, 7 Easton Oval, is located on the east side of Columbus near I-270 and Easton Way. There will be ample parking available as well as assistance (shuttle service and wheel chairs) with transportation from the parking lot to the building entrance.

Record Date:Huntington shareholders as of the close of business on February 18, 2020, will be entitled to vote at our annual meeting and at any adjournments or postponements of the meeting.

Your vote is important.Please submit your proxy as soon as possible via the internet, mail, or telephone. If your shares are held by a broker, it is important that you provide instructions to your broker so that your vote is counted on all matters.

For your convenience, we will offer an audio webcast of the meeting. To listen to the webcast, go to the Investor Relations section ofwww.huntington.comshortly before the meeting time and follow the instructions provided. Please note that you will not be able to vote your shares via the webcast.

By Order of the Board of Directors,

Lyndsey M. Sloan
Deputy General Counsel & Secretary
March 12, 2020

How to Vote Your Shares

	Online
Registered holders – www.envisionreports.com/HBAN
Beneficial owners – www.proxyvote.com
	By Phone
Call the phone number at the top of your proxy card
	By Mail
Complete, sign, date and return your proxy card in the envelope provided
	In Person
Attend our annual meeting and vote by ballot
Please note that you will not be able to vote your shares via the webcast.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 22, 2020. The proxy statement and annual report to stockholders are available at www.edocumentview.com/HBAN

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Proxy Statement Summary

We are providing this proxy statement in connection with the solicitation by the board of directors of Huntington Bancshares Incorporated, a Maryland corporation (“we”, “us”, “our”, the “company” or “Huntington”), of proxies to be voted at our 2020 annual meeting of shareholders to be held on April 22, 2020, and at any adjournment.

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

Who We Are

At December 31, 2019, Huntington had total consolidated assets of approximately $109 billion, total consolidated deposits of approximately $82 billion, and total consolidated shareholders’ equity of approximately $12 billion.

Our success is deeply interconnected with the success of the people and communities we serve. Thus, our business model is anchored in the concept of shared value. The best way to achieve our long-term financial goals is to fulfill our purpose ofmaking lives better, helping businesses thrive and strengthening communities in a way that generates sustainable returns.

As a full-service banking provider, we rely on key inputs to create shareholder value, including innovation, financial capital, the talent and diversity of our colleagues, the relationship with our customers, and our culture of looking out for people.

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Proxy Statement Summary

Huntington Bancshares Overview

Huntington is a $109 billion asset regional bank holding company headquartered in Columbus, Ohio.

Ohio		Michigan
Branches:424		Branches:277
Deposits:$51.9 billion		Deposits:$17.1 billion
Loans(1):$40.7 billion		Loans(1):$17.1 billion
Pennsylvania		Indiana
Branches:45		Branches:40
Deposits:$4.2 billion		Deposits:$3.8 billion
Loans(1):$7.2 billion		Loans(1):$5.7 billion
Illinois		West Virginia
Branches:35		Branches:25
Deposits:$2.5 billion		Deposits:$2.2 billion
Loans(1):$6.2 billion		Loans(1):$2.0 billion
Kentucky
Branches:10
Deposits:$0.6 billion
Loans(1):$2.8 billion

	Huntington’stop 10 deposit MSAs(2)represent ~80%of total deposits Ranked #1 in deposit market share in 14% of total footprint MSAs and top 3 in 47% Ranked #4 in US for percentage of top 3 deposit share company MSAs			Footprint Products
				Consumer	Wealth Management
				Business Banking	Trust
				Commercial	Insurance
				Private Banking
				Extended Footprint Products
				Asset Finance	Healthcare
				Auto	National Settlements
				Corporate Banking	RV and Marine
				Food and Agriculture	Sponsor Finance
				Franchise	Technology Finance

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Proxy Statement Summary

Our Strategy

Our values and purpose work together to guide how we develop our business strategy and achieve our goals.

	Our Values Our purpose is enabled by our values:
	A “can-do” attitude in which we enthusiastically work and succeed together;		A “service heart” capitalizing on our inclusive spirit to put ourselves in other’s shoes and help; and	A “forward thinking” approach and attitude that promotes innovation.

	Our Goal Our goal is to build sustainable long-term shareholder value: ●Consistent organic growth; ●Maintaining an aggregate moderate-to-low risk appetite; ●Minimizing earnings volatility through the cycle; and ●Disciplined capital management.				Our Purpose Our purpose is stated simply: ●To make people’s lives better; ●Help businesses thrive; and ●Strengthen the communities we serve.

	Huntington has a well-defined business strategy that builds upon our sustainable, competitive advantages. Core Tenets of Huntington’s Strategy:
	●Purpose-driven culture ●Welcome brand ●Exceptional customer experiences ●Optimal Customer Relationships		●Aggregate moderate-to-low risk appetite ●Distinguished products and services ●Organically grow core businesses ●Community leadership and involvement

Driven by our purpose and guided into action through our core values, we are focused on ensuring top-tier performance and creating long-term value for our stakeholders. At its heart, our strategy is differentiated through our relentless focus on customer experience, supported by a robust risk management culture and by a distinguished customer- and community-centric mindset. We believe this shared value approach to responsible growth, delivered by our inclusive and highly engaged colleagues, has allowed us to retain and develop deeper relationships with our customers, increase our customers, and reinvest in communities we serve.

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Proxy Statement Summary

Strategic Initiatives/Objectives				Performance
Drive organic revenue growth				Record net income for the fifth year in a row
Managing expense growth				Positive operating leverage on an adjusted basis(1)for the seventh year in a row while investing in technology and businesses
Advancing digital and mobile				Ranked highest by J. D. Power in Customer Satisfaction with Online Banking and Mobile Banking Apps(2)

We developed our long-term strategic initiatives with the active engagement and oversight of our board of directors. We also continued to establish a solid Environmental, Social, and Governance (ESG) foundation with ESG commitments closely integrated into our core strategies and performance objectives.

Our shareholders, colleagues, customers, and communities all benefit from our strategies which we believe facilitate sustainable, long-term value creation.

2019 Business Highlights

	Investing in Our Colleagues
	Nationally ranked employer of choice					Launched a program enabling colleagues to obtain college degrees withpre-imbursement of tuitionand on-site classes, and beginning in 2020, on-line classes
		One of: Global 2000 - World’s Best Employers 2019, Forbes Best Employers for Women 2019, Forbes Best Employers for Diversity 2019, Forbes				Launched a newwellness platformenabling colleagues to track personal health goals and performance directly on their desk top or personal mobile device
	Investing in Our Communities
		#1 SBA lender #1 nationally for SBA 7(a) loan originations by volume for 2019 fiscal year #1 SBA lender #1 SBA 7(a) originator by volume within footprint states foreleventh consecutive year				Recently completed third year of$16.1 Billionfive-year community development planfor low-to-moderate income neighborhoods

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Proxy Statement Summary

2019 Performance Highlights

	Revenue (FTE)(1)		EPS		Return on Tangible Common Equity ROTCE(2)
	$4,693		$1.27		16.9%
	million
		3% year-over-year		6% year-over-year		100 basis points year-over-year
	●Average loans increased $2.7 billion, or 4%(2), year-over-year. ●Average core deposits increased $2.8 billion, or 4%(2), year-over-year. ●Efficiency ratio of 56.6%(2)improved 30 basis points from the prior year ●Net interest margin of 3.26%(2), down 7 basis points from the prior year ●Repurchased $441 million of common stock and increased cash dividend on common stock

		Awards and Recognitions
	One ofAmerica’s Most Responsible Companies 2020by Newsweek. Received a 100 percent score on theHuman Rights Campaign Foundation’s Corporate Equality Index for LGBTQ-inclusive workplace policies, benefits, and practices - 2020, 2019, 2018, 2017, 2016, 2015 and 2014. One of theBest Places to Work for LGBTQ Equality 2020, 2019, 2018, 2017, 2016, 2015, and 2014by the Human Rights Campaign Foundation. Ranked highest in Customer Satisfaction with Mobile Banking Apps in the2019 U.S. Banking Mobile Apps Satisfaction Study by J.D. Power.* Ranked highest in Customer Satisfaction with Online Banking in the2019 U.S. Online Banking Satisfaction Study by J.D. Power.* Ranked highest in Customer Satisfaction with Small Business Banking in the Midwest in the2019 U.S. Small Business Satisfaction Study by J.D. Power.* One of theBest Employers for New Grads 2019by Forbes. One of theGlobal 2000 - World’s Best Employers 2019 (second consecutive year)by Forbes. One of theBest Employers for Women 2019 (second consecutive year)by Forbes. One theBest Employers for Diversity 2020 (third consecutive year)by Forbes. Great Place to Work Certified 2019. One of theBest Places to Work for Disability Inclusion with a 100 percent score on theDisability Equality Index (DEI) - 2019, 2018, and 2017. Recognized as one of theBest Employers: Excellence in Health & Well-Beingby The National Business Group on Health - 2019. A FORTUNE®2019Best Workplaces for Diversity**

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Proxy Statement Summary

	Governance Highlights Our Board’s Commitment to: Corporate Governance We have a deeply engrained risk management culture, including ourboard-defined aggregate moderate-to-low risk appetite. Board level oversight of key risks: ●Enterprise Risk Management ●Technology, Cybersecurity, and Data Security ●Environmental, Social, & Governance (ESG) program ●Discontinuation of LIBOR and transition
	Diversity & Inclusion Our nominees for director represent a well-roundeddiversity of skills,knowledge,experience,and perspectives.
		92% independent			5 years average tenure
		38% gender & ethnic diversity			61 years average age
	Our Shareholders Increased cash dividends for the ninth consecutive year. High level of alignment with shareholdersas directors and colleagues collectively represent one of thetop 10 largest shareholders. Biannual shareholder outreach to owners of approximately 54%of our outstanding common stock, resulting in activecorporate governance engagement discussionswith owners holding an aggregate of greater than 40% of our oustanding common stock.

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Proxy Statement Summary

Board Nominees

We have an engaged board of directors, representing a diverse group of skills, experience, backgrounds and attributes. All of our non-employee directors are independent. A brief list of the nominees for the 2020 annual meeting is set forth below.

Directors and Nominees				Age		Director Since		Committees
		Lizabeth Ardisana CEO and principal owner, ASG Renaissance, LLC		68		2016		●Community Development Committee ●Risk Oversight Committee
		Alanna Y. Cotton Former Senior Vice President and General Manager, Product Marketing, Samsung Electronics America, Inc.		47		2019		●Community Development Committee ●Technology Committee
		Ann B. (Tanny) Crane President and CEO, Crane Group Company		63		2010		●Audit Committee ●Community Development Committee ●Executive Committee ●Nominating and Corporate Governance Committee
		Robert S. Cubbin Retired President and CEO, Meadowbrook Insurance Group		62		2016		●Compensation Committee (Chair)
		Steven G. Elliott Retired Senior Vice Chairman, BNY Mellon		73		2011		●Executive Committee ●Risk Oversight Committee (Chair)
		Gina D. France Chief Executive Officer and President, France Strategic Partners LLC		61		2016		●Audit Committee
		J. Michael Hochschwender President and CEO, The Smithers Group		59		2016		●Community Development Committee ●Compensation Committee
		John C. (Chris) Inglis Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy		65		2016		●Nominating and Corporate Governance Committee ●Technology Committee
		Katherine M. A. (Allie) Kline Former Chief Marketing and Communications Officer, Verizon Media		48		2019		●Technology Committee
		Richard W. Neu Retired Chairman, MCG Capital Corporation		64		2010		●Audit Committee (Chair) ●Executive Committee
		Kenneth J. Phelan Senior Advisor, Oliver Wyman, Inc.		60		2019		●Risk Oversight Committee
		David L. Porteous Attorney, McCurdy, Wotila & Porteous, P.C. and Lead Director, Huntington		67		2003		●Executive Committee (Chair) ●Nominating and Corporate Governance Committee (Chair) ●Risk Oversight Committee
		Stephen D. Steinour Chairman, President and CEO, Huntington Bancshares Incorporated and The Huntington National Bank		61		2009		●Executive Committee

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Proxy Statement Summary

	Additions to the Board Three board members were added in 2019. Since the 2019 Annual Meeting of Shareholders, the board of directors has appointed two new independent directors. In June the board appointed retired U.S. Department of the Treasury Chief Risk Officer Kenneth J. Phelan. In his role at the U.S. Department of the Treasury, he 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. Mr. Phelan is a highly regarded risk leader with unique, broad-based experience across the risk and credit spectrum at a variety of institutions including as chief risk officer for RBS Americas, Fannie Mae after it was placed in conservatorship, and Wachovia. Mr. Phelan will further strengthen the board’s risk oversight governance. In December, the board appointed Alanna Y. Cotton who has a track record of success leading and growing some of the most well-known and respected global businesses. Ms. Cotton formerly served as Senior Vice President and General Manager, Product Marketing, with Samsung Electronics America, Inc. and has significant consumer product and technology experience and related marketing expertise. Ms. Cotton brings to the board an extensive background in brand development, product marketing and innovation which will help our board to position Huntington for further advancement of Huntington’s digital and mobile technology strategy, a key area of investment for the company. Finally, Katherine M. A. (“Allie”) Kline, who was elected at the 2019 Annual Meeting of Shareholders, brings significant marketing and communication expertise to the board.

Board Key Facts - Nominees for 2020 Annual Meeting

Gender 38% Female	Average Tenure 5 Years
Diversity 15% Ethnicity
Average Age 61 Years	Independence 92% Independent

Average number of public boards (current, including Huntington):2

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Proxy Statement Summary

Board Skills & Experience - Nominees for 2020 Annual Meeting

Ardisana

Cotton

Crane

Cubbin

Elliott

France

Hochschwender

Inglis

Kline

Neu

Phelan

Porteous

Steinour

Audit / Financial Reporting

Client / Consumer Marketing, Branding & Communication

Technology / Cybersecurity

Compensation & Human Capital Management

Financial Services

Government, Public Policy & Regulatory

Risk Management

Legal

Strategic Planning / M&A

Public Company Executive

ESG (Environmental, Social, and Governance)

Payments

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Proxy Statement Summary

Shareholder Outreach and Engagement

In 2019 invitations were sent to investors collectively holding		We reach out to our investors twice each year
Greater than50%of outstanding common stock …and calls have been held with investors holding Aggregate>35%of outstanding common stock			Seeking perspectives on governance topics such as
			●	board diversity and refreshment
			●	ESG disclosures
			●	any anticipated changes in voting guidelines
			●	executive compensation
			●	any other governance issues of interest to the investor

Executive Compensation Highlights

2019 Compensation Program

		Target Compensation Mix
		CEO		Other NEOs		Description
		Base Salaries				Fixed component representing 25% or less of targeted direct compensation for NEOs
		Annual Incentive Plan (Management Incentive Plan)				Annual incentive plan with overall performance at 82.3% of target on: ●Earnings per share (EPS) - target of $1.288 ●Operating leverage - target of 0.1% ●Pre-Tax Pre-Provision (PTPP) growth - target of 4.1% Amounts earned over target paid in RSUs
		Long-Term Incentive Plan				Awards of long-term incentive grants comprised of:
						●PSUs (55% for CEO, 50% for other NEOs) ●ROTCE and Relative TSR for the cycle ending December 31, 2019 ●Relative and Absolute ROTCE for the cycle 2019 – 2021 ●RSUs (20% for CEO, 25% for other NEOs) ●Stock Options (25%)

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Executive Compensation Best Practices

Pay for Performance Alignment

Total CEO Compensation ($MM) vs. Tangible Book Value per Common Share(1)	Total CEO Compensation ($MM) vs. Earnings per Diluted Common Share

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Environmental, Social, and Governance Strategy

Our Approach to ESG

At Huntington, we focus on the environmental, social, and governance (ESG) issues that are most important to our business and our stakeholders.

Because we believe “purpose drives performance,” our enterprise ESG commitment is closely integrated with our core performance objectives. Led by executive management, we have adopted a performance management framework that incorporates governance, strategy, and operations grounded in the considerations most material to our stakeholders. This framework ensures we formalize and standardize our approach to integrating ESG considerations into our board and executive management, business strategy, and business platforms.

ESG Program Objectives

To ensure that we focus our ESG strategic commitment on opportunities that are most important to our key stakeholders, Huntington completed a materiality assessment. Working with a third-party consultant, we started our process by considering key sustainability / ESG reporting frameworks, ratings, and rankings (including the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB)),and developed a broad list of topics. We then narrowed our focus to issues that are most relevant in the regional banking sector and to Huntington. The prioritization process included leaders representing nearly every function within the company. We also convened small-group focus sessions organized around each of our key stakeholders. We deliberately took an integrated approach to conducting our assessment by directly considering our risk management priorities, overall corporate strategy, and purpose. Our efforts focused on evaluating topics based on both their importance

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Environmental, Social, and Governance Strategy

to key stakeholders and to Huntington, and our ability to impact those topics. We recognize that each issue in our assessment is important, but the final results focus us on a relative prioritization of the most important issues. The assessment clearly defines Huntington’s most important stakeholder and business priorities*:

	Most important to stakeholders and business priorities: ●Financial performance ●Corporate governance and transparency ●Enterprise risk management ●Customer service, satisfaction, and advocacy ●Diversity and inclusion ●Ethical practices and purpose-driven culture ●Data security and customer privacy ●Fair and responsible banking

ESG Performance Management Framework

Our ESG Program recognizes that sustainable business practices are crucial to our long-term success and shareholder value creation.

	Long-Term Value Creation To drive sustained shareholder value through economic cycles, we continue to build on several key advantages that differentiate us in our markets: ●Our talented, diverse colleague base that embodies our purpose and values; ●Our purpose-driven culture that looks out for people; ●Our “Welcome” brand promise that promotes inclusiveness in all that we do; ●Strong relationships with our customers and our ability to provide them with exceptional experiences; ●Our distinguished products and services driven by our innovative mindset; ●Our commitment to community involvement and leadership; and ●Our strong financial position, which allows us to continue to invest in our future.

Our ESG foundation and commitments are thoroughly integrated into our performance objectives and core business strategies. By facilitating sustainable, long-term value creation, we are looking out for our shareholders, colleagues, customers, and communities.

The framework organizes the ESG priorities into 3 broad categories:

ESG Performance Management Framework— prioritizing the ESG considerations most material to our stakeholders:

Governance.Strong corporate governance is essential to the long-term success of the company. Effective risk management is critical to profitability, stability and long-term growth. The concept of “everyone owns risk” is deeply embedded in our culture.

Social.Our social responsibility starts with our colleagues. Our colleagues are our most important asset and the key to fulfilling our mission to make people’s lives better, help businesses thrive, and strengthen the communities we serve. The concept of shared value extends to driving economically inclusive communities with products, services and investments that meet local needs.

Environment.Climate change is a serious issue that deserves a proactive response. We embrace responsible practices for energy conservation and environmental sustainability.

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Environmental, Social, and Governance Strategy

Governance Highlights

Our board of directors has established strong governance to enhance its effectiveness. Our compensation philosophy and programs for executives are balanced and risk appropriate, demonstrate long-term alignment with sustained performance and shareholder interests, and provide a competitive and effective program to attract, motivate, and retain the best talent.

For details and additional discussion, see the Corporate Governance and Compensation of Executive Officers sections below.

Social Highlights - Our Colleagues are Key to Our Brand and Success

At Huntington, we strive to have highly engaged colleagues committed to looking out for each other and our customers. Our colleagues are our most important asset and the key to fulfilling our purpose to make people’s lives better, help businesses thrive and strengthen the communities we serve. We are focused on making the colleague experience better than ever. Our transformation has been underway for several years — it is being shaped by colleague feedback and focuses on three key areas:

Investing in Physical, Financial, and Personal Well-Being

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Environmental, Social, and Governance Strategy

Empowering Professional Growth and Development

Driving Inclusion Through a Diverse Workforce and Supplier Base

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Social Highlights - Our Commitment to Our Community

Our $16.1 billion five-year community development plan made material progress in its third year focused on low-to-moderate income neighborhoods with goals for the following:

We conducted enterprise outreach and listening sessions with community development and non-profit local partners to understand unmet financial needs, which resulted in enhancements to our consumer, mortgage and small business products and services.

We continued to grow our small business lending program to boost economic development and support job growth.

Our colleagues dedicate volunteer time focused on financial wellness, neighborhood development and nonprofit organizations.

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Environmental, Social, and Governance Strategy

Environmental Highlights - Our Commitment to Our Environment

Energy conservation and environmental sustainability efforts are a priority for Huntington, so we incorporate these principles into our day-to-day business decisions and activities and will continue to champion these efforts in the years to come.

Our 2019 Environmental, Social, and Governance Report will be issued in the second quarter of 2020. Prior year reports are, and the 2019 Report will be, available to view or download atwww.huntington.com.

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Corporate Governance and the Board

	Proposal 1
	Election of Directors		The board of directors proposes the election of thirteen directors at this annual meeting. Directors elected at the meeting will each serve a one-year term expiring at our 2021 annual meeting when their successors are duly elected and qualify. Upon consultation with the Nominating and Corporate Governance Committee, the board of directors has set the number of directors at thirteen, effective at this annual meeting, and has nominated the following directors currently serving: Lizabeth Ardisana, Alanna Y. Cotton, Ann B. (Tanny) Crane, Robert S. Cubbin, Steven G. Elliott, Gina D. France, J. Michael Hochschwender, John C. (Chris) Inglis, Katherine M. A. (Allie) Kline, Richard W. Neu, Kenneth J. Phelan, David L. Porteous, and Stephen D. Steinour. For additional information about the selection of director nominees, see Director Nomination and Board Evaluation. All of our nominees are seasoned leaders. Collectively, they bring to our board an effective variety of skills, knowledge, experience, and perspectives. We also have a mix of newer and longer-term directors among the nominees. Unless otherwise directed, the shares represented by a properly submitted proxy will be voted FOR the election of each nominee. We have no reason to believe that any nominee will be unable or unwilling to serve as a director if elected. However, in the event that any of these nominees should become unavailable, the board of directors may decrease the number of directors pursuant to the bylaws, or the board of directors may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.
				The board of directors recommends a voteFORthe election of each of the nominees for director.

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Corporate Governance and the Board

Overview

		Our board of directors believes that strong corporate governance is critical to Huntington’s long-term success. The board regularly evaluates the size and composition of the board to ensure there is a well-rounded variety of skills, knowledge, background and experience represented, in alignment with our corporate strategy.

Board of Directors

●Independent Directors are a substantial majority ●Independent Lead Director with clearly defined authority and duties - active and engaged ●Independent Directors comprise key committees – audit, compensation, nominating and corporate governance, and risk oversight ●Robust stock ownership guidelines – directors and executives ●No material related party transactions with directors ●High level of engagement – average meeting attendance greater than 99% in 2019 ●Rigorous board self-assessment process, including one-on-one discussions between the Lead Director and each director; periodic third-party engagement ●Gender diversity – 38% of 2020 nominees are female ●Mix of skills, knowledge, experience, and perspectives ●Nominating & Corporate Governance Committee reviews the composition of the board at least annually to assure that the appropriate knowledge, skills, and experience are represented ●Nominating & Corporate Governance Committee actively seeks candidates who possess varied gender, race, ethnicity, age, backgrounds, and other attributes ●Mix and range of ages and tenures ●Demonstrated commitment to board refreshment aligned with strategy and risks ●Key risks are overseen by board committees – enterprise-wide risk management and technology, including cybersecurity and data security ●Board oversight of ESG approach that prioritizes considerations most material to our stakeholders – shareholders, customers, colleagues, and communities ●Well-defined business strategy that builds upon our sustainable, competitive advantages ●Established aggregate moderate-to-low risk appetite for the enterprise ●Annual or more frequent review of succession plans for CEO and other members of executive leadership ●Onboarding and ongoing education and training for directors ●Direct access to management ●Regular executive sessions ●Retirement age of 72 - subject to waiver in special circumstances ●Board members are required to advise the Board in advance of accepting an invitation to serve on another public company board. The Nominating & Corporate Governance Committee reviews a board member’s availability to fulfill his or her responsibilities as a director if he or she serves on more than three other public company boards. ●Two financial experts serving on the Audit Committee ●No nominees for director serve on more than two other public company boards

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Corporate Governance and the Board

Executive Compensation

●Significant stock ownership and hold until retirement policies applicable to executive officers and colleagues receiving equity awards several reporting levels below reinforce alignment between shareholders and senior management (10X salary for CEO) ●Significant emphasis on performance-based compensation, with majority of compensation dependent upon long-term performance ●Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner, including both relative and absolute metrics ●Annual cash incentive awards – cash is capped at 100% of target; any award above target is delivered as RSUs with a 3-year ratable vesting period ●All incentive compensation subject to Recoupment and Clawback Policy ●Performance Share Units comprise 55% of total annual LTI grant value for CEO and 50% for other NEOs ●Independent compensation consultant provides expert guidance and support to the Compensation Committee ●Annual assessment of compensation programs against peers and best practices ●Commitment to culture - performance reviews are based 50% on what and 50% on how executives deliver ●Change-in-control provisions are double-trigger ●No repricing of stock options without shareholder approval ●No excise tax gross-ups upon change in control ●No single-trigger vesting of equity awards upon change in control ●No hedging or pledging of company securities by executives or directors ●No dividend or dividend equivalents paid on equity grants prior to vesting ●No incentive plans encourage excessive risk

Shareowner Matters

●Directors are elected annually with a majority vote standard (plurality carveout for contested elections) ●Biannual shareholder engagement to exchange viewpoints with our investors ●Shareholders may submit nominations for directors and proposals for business at annual meetings ●No classes of common stock with unequal voting rights ●No poison pill ●There are no material restrictions on shareholders’ right to call a special meeting (50%) ●No fee shifting bylaw provision ●One share, one vote policy ●No cumulative voting ●No exclusive forum bylaw provision

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Board Composition

Director Nomination and Board Evaluation

		Our board of directors is committed to maintaining a well-rounded and effective board aligned with the company’s business strategy.

The board believes that one of its most important responsibilities is identifying, evaluating, and selecting candidates for the board. Board refreshment is viewed as a significant factor in overall board effectiveness and to assure alignment with our long-term strategy. At least annually the Nominating and Corporate Governance Committee assesses the size of the board and reviews the composition of the board to assure that the appropriate knowledge, skills, and experience are represented, in the Committee’s judgment. The board also believes that candid and thorough self-assessment is necessary to ensure that the board and board committees are productively and efficiently fulfilling their duties.

The board of directors is committed to board refreshment. Seven new independent directors have joined our board since the 2016 annual meeting, ensuring fresh perspectives. The board also believes it is critical to maintain a range of board member tenures to ensure sufficient experience for board leadership positions and to ensure continuity and institutional knowledge through economic cycles and business climates. The tenures of our current board members range from less than one year to 17 years (as of the date of this annual meeting).

		0 to 5 years 6 to 10 years 11 to 17 years Average Tenure:6 years

Selection of Director Nominees

The Nominating and Corporate Governance Committee thoroughly reviews the qualifications of potential director candidates and makes recommendations to the full board. Each of the director nominees meets the standards listed below. Diversity is a priority and the board, and the Nominating and Corporate Governance Committee actively seek candidates who possess varied gender, race, ethnicity, age, backgrounds, and other attributes. The board believes that board membership should reflect the diversity of the markets in which we do business. From time-to-time the Nominating and Corporate Governance Committee will identify additional selection criteria for board membership, taking into consideration the company’s business strategy, the business environment, and current board composition.

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	Director Qualifications Factors considered by the Committee and the board in their review of potential candidates include whether the candidate: ●has exhibited behavior that indicates he or she is committed to the highest ethical standards; ●has special skills, expertise, and background that would complement the attributes of the existing directors, taking into consideration the diverse businesses, communities, and geographies in which the company operates; ●has achieved prominence in his or her business, governmental, or professional activities, and has built the capacity that demonstrates the ability to make the kind of important and sensitive judgments that the board is called upon to make; ●will challenge management while working constructively as part of a team in an environment of trust; and ●will be able to devote sufficient time and energy to the performance of his or her duties as a director.

Skills, Knowledge, Experience and Perspectives

Skills			Definitions
	Audit / Financial Reporting		Prior experience working in finance, accounting, and / or audit, internally or externally.
	Client / Consumer Marketing, Branding & Communication		Experience leveraging technology to improve the customer experience online and in-store and drive omni-channel experiential initiatives. Customer marketing and branding experience with digital mindset.
	Technology, Cybersecurity & Information Security		Expertise in cybersecurity and information technology systems and developments, either through academia or industry experience. Experience leading technology strategy for a large organization or experience managing security risks at a large organization.
	Compensation & Human Capital Management		Experience aligning compensation with strategy and performance, tying compensation to behaviors, and ensuring compensation plans do not encourage excessive risk taking. Experience developing a strong corporate culture and focusing on employee engagement. Experience in human capital management.
	Financial Services		Experience with financial market products and services.
	Government, Public Policy & Regulatory		Experience working closely with government officials at a local, state or federal level, developing or leading public policy, or working in the government. Experience with regulators and regulatory issues.
	Risk Management		Deep experience with enterprise risk management principles and concepts as well as experience managing risk at a large, complex organization.
	Legal		Significant experience as a lawyer at a firm, with the government, or as in-house counsel with a track record of assessing risk, implementing appropriate mitigation measures, and advising business clients.
	Strategic Planning / M&A		Experience leading complex mergers, acquisitions, or divestitures and direct involvement in the integration of people, systems, data, and operations.
	Public Company Executive		CEO or other senior executive (direct report to CEO) of a publicly traded company.
	ESG		Experience with Environmental, Social and Governance (ESG) practices, from a sustainability and / or reporting perspective, with a focus on leadership in modern board practices and corporate governance.
	Payments		Strong understanding of payment platforms, models, systems, and technology.

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Director Retirement Policy

Our bylaws provide that no person shall be nominated or elected a director of the company after having attained the age of 72 years, unless the board of directors, or the Nominating and Corporate Governance Committee, first determines that this age restriction shall not apply to a particular individual. We added this exception to the age limit in 2017 to enhance our ability to maintain a well-rounded board of directors with the appropriate skills, and to not unduly limit the service of highly qualified individuals. In accordance with the Corporate Governance Guidelines, any determination that the age restriction shall not be applicable to any person shall be made only after consideration of whether such person brings a specific expertise to the board; has valuable industry specific knowledge and experience; holds unique relationships with third parties, such as regulators; has capacity to devote time to special projects; has developed significant institutional knowledge; or possesses some other attributes or qualifications deemed essential by the board of directors, or the Nominating and Corporate Governance Committee. Any determination that the age restriction shall not apply shall be made not more than three times with respect to any one person.

Regular Self-Assessment

Each year, the Nominating and Corporate Governance Committee oversees the self-assessment process for the board and its committees. This self-assessment is a necessary process in ensuring that the board and its committees are best equipped to create value for the company’s shareholders. Although the specific method or methods of evaluation may vary, the process is designed to ensure that board members have the opportunity to speak openly and candidly. Periodically, the board will engage an experienced third party to facilitate the board’s self-assessment and assessments of individual directors.

In addition to participating in the annual self-assessment process, directors are encouraged to raise any topics related to board performance and effectiveness at any time with the lead director, the chair of the Nominating and Corporate Governance Committee, the chair of an applicable committee, the chairman of the board, or with the board, as appropriate. The lead director makes a point to engage one-on-one with each board member throughout the year.

The following sets forth the process for the board’s 2019 self-assessment:

	Prior to the board’s and committees’ full evaluation, the lead director, who also serves as the chair of the Nominating and Corporate Governance Committee, held individual discussions with each director to obtain their candid feedback on board operations, functioning, and performance, among other topics.
	Each committee conducted a self-assessment of its own operations and performance and on topics applicable to the committee. Committee self-assessments were facilitated by each committee’s chair.
	Following the one-on-one discussions, the lead director provided a summary of those discussions to the independent directors during an executive session of the board.
	The self-assessment process solicited the board’s and committees’ feedback in areas such as: ●board composition, dynamics, structure, and operations ●critical oversight responsibilities, including business strategy, risk management and governance, and succession planning ●relations with regulators

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	●	executive performance and the working relationship with management
	●	information presented to the board
	●	director engagement
	●	board training
	●	expectations of the chairman, lead director, and committee chairs
	●	building board strength and individual board member’s strengths
	The board continued to place additional emphasis on outcomes. Following the completion of the self-assessment process, the board determined follow-up actions.
	Any follow-up action items were implemented into action plans.
	As a direct result of the 2019 self-assessment process the board:
	●	refined agenda planning to assure more time for open discussion
	●	streamlined board and committee materials to better facilitate oversight
	●	further enhanced education and training opportunities
	●	reinforced its commitment to keep the board refreshed, diverse, and aligned with strategy

Continual Director Education

Huntington provides robust onboarding for new directors and ongoing comprehensive education and training for all board members on key matters to foster board effectiveness. In addition, all board members are encouraged to participate in relevant external director education opportunities, including forums facilitating engagement with other public company directors. The board recognizes (i) the importance of fostering an atmosphere of continuous enhancement, long-term value creation, and strengthening shareholder confidence and (ii) that institutional investors and regulators expect directors at public companies to continually enhance their skills and remain abreast of company and industry matters.

Director onboarding involves a combination of written materials, oral presentations and meetings with members of the board and management. Among the topics covered during onboarding are company history, strategy, revenue streams, risks, safety and soundness, and corporate governance. In order to assist new directors in learning more about Huntington’s business, the onboarding process includes meetings with business segments, control, and support groups. This allows directors to better step into their oversight roles and begin making meaningful contributions to the board more quickly.

In-house educational sessions facilitated by management are provided to all directors throughout the year with a focus on topics specific to the company and the financial services industry. Continuing director education may be provided before, during or after board and committee meetings, and as standalone information sessions outside of meetings. Subjects covered include, among others:

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Additional topics may be included as appropriate, related to complex products, services or lines of business that have the potential to significantly impact the company and other topics as identified by the board of directors or executive management from time-to-time. External experts and facilitators are also invited to attend board or committee meetings to discuss leading practices, or issues germane to Huntington, the financial services industry or public companies in general. Outside experts bring an array of experience and perspectives and foster dialogue among board members on relevant topics. The outside experts may also be invited to attend a board dinner the evening before the board meeting where they may engage informally with the directors.

Huntington periodically provides board members with external director education opportunities covering a range of issues facing the board to assist directors in staying abreast of the latest developments. These external education opportunities are offered at various times of the year by professional organizations, educational institutions, and regulators at various facilities and locations and cover a range of important issues facing directors of public companies. Insights gained from external continuing education programs are shared with the full board of directors. During 2019, eleven of the non-employee directors attended director education conferences or seminars, totaling approximately 295 hours of instruction.

Shareholder Nominations

Shareholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by sending a written notice to the Corporate Secretary at Huntington Bancshares Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287. The notice should indicate the name, age, and address of the person recommended, the person’s principal occupation or employment for the last five years, other public company boards on which the person serves, whether the person would qualify as independent as the term is defined under the Marketplace Rules of the Nasdaq Stock Market, and the class and number of shares of Huntington securities owned by the person. The Nominating and Corporate Governance Committee may require additional information to determine the qualifications of the person recommended. The notice should also state the name and address of, and the class and number of shares of our securities owned by, the person or persons making the recommendation. There have been no material changes to the shareholder recommendation process since we last disclosed this item.

Nominees for Election

After consideration of the current composition of the board, the results of the annual self-assessment and the company’s strategic objectives and goals, the board proposes the election of 13 directors at the 2020 annual meeting. The nominees are 13 of the 15 directors currently serving. Kenneth J. Phelan and Alanna Y. Cotton joined the board since the 2019 annual meeting and have been nominated by the board for election by shareholders for the first time. Mr. Phelan was recommended to the board for consideration by an executive officer. Ms. Cotton was recommended to the board for consideration by a third-party consulting firm engaged to assist in selecting qualified candidates.

The Nominating and Corporate Governance Committee recommended, and the board approved a waiver of the age limit for Steven G. Elliott and proposes the reelection of Mr. Elliott at the 2020 Annual Meeting. The decision to waive the age limit for Mr. Elliott a second time was based on Mr. Elliott’s substantial financial services industry and risk management expertise as well as the institutional knowledge he has accumulated through oversight of the company’s risk management program as chair of the Risk Oversight Committee since 2011. As noted above under Director Retirement Policy, any waiver of the age limit shall be based on special circumstances and may not be made with respect to any one person more than three times.

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All of our nominees are seasoned leaders. We also have a mix of newer and longer-term directors among the nominees. The average tenure of our director nominees is 5 years (as of the 2020 annual meeting). The director nominees range in age from 47 to 73 years.

Gender & Ethnic Diversity		Average Tenure
Average Age		Independence

Collectively, our nominees for director embody a well-rounded variety of skills, knowledge, background, experience and perspectives. A graphic summary of the qualifications of our director nominees is presented below.

	Audit / Financial Reporting			Client / Consumer Marketing, Branding and Communication			Technology, Cybersecurity & Information Security
	Compensation & Human Capital Management			Financial Services			Government, Public Policy & Regulatory
	Risk Management			Legal			Strategic Planning / M&A
	Public Company Executive			ESG			Payments

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The following provides biographical information regarding each of the nominees, including the specific business experience, qualifications, attributes and skills that the directors considered, in addition to prior service on the board, when the board determined to nominate them.

		Lizabeth Ardisana Director since:2016 Age:68 Committees: Community Development Committee Risk Oversight Committee Other Current Public Company Directorships: Clean Energy Fuels Corp.

Key Experience and Skills:
	Audit / Financial Reporting
	Client / Consumer Marketing, Branding & Communication
	Compensation & Human Capital Management
	Government, Public Policy & Regulatory
	Risk Management
	ESG

		Alanna Y. Cotton Director since:2019 Age:47 Committees: Community Development Committee Technology Committee

Key Experience and Skills:
	Client / Consumer Marketing, Branding & Communication
	Technology, Cybersecurity & Information Security
	Compensation & Human Capital Management
	Government, Public Policy & Regulatory
	Strategic Planning / M&A

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		Ann B. (Tanny) Crane Director since:2010 Age:63 Committees: Audit Committee Community Development Committee Executive Committee Nominating and Corporate Governance Committee

Key Experience and Skills:
	Client / Consumer Marketing, Branding & Communication
	Financial Services
	Government, Public Policy & Regulatory
	Strategic Planning / M&A

		Robert S. Cubbin Director since:2016 Age:62 Committees: Compensation Committee (Chair) Other Current Public Company Directorships: Kelly Services, Inc.

Key Experience and Skills:
	Audit / Financial Reporting
	Compensation & Human Capital Management
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Legal
	Strategic Planning / M&A
	Public Company Executive

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		Steven G. Elliott Director since:2011 Age:73 Committees: Executive Committee Risk Oversight Committee (Chair) Other Current Public Company Directorships: PPL Corporation

Key Experience and Skills:
	Audit / Financial Reporting
	Technology, Cybersecurity & Information Security
	Compensation & Human Capital Management
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Strategic Planning / M&A
	Public Company Executive
	ESG
	Payments

		Gina D. France Director since:2016 Age:61 Committees: Audit Committee Other Current Public Company Directorships: Cedar Fair LP; CBIZ, Inc.

Key Experience and Skills:
	Audit / Financial Reporting
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Strategic Planning / M&A
	ESG

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		J. Michael Hochschwender Director since:2016 Age:59 Committees: Compensation Committee Community Development Committee

Key Experience and Skills:
	Audit / Financial Reporting
	Compensation & Human Capital Management
	Strategic Planning / M&A

		John C. (Chris) Inglis Director since:2016 Age:65 Committees: Nominating and Corporate Governance Committee Technology Committee Other Current Public Company Directorships: FedEx Inc.

Key Experience and Skills:
	Technology, Cybersecurity & Information Security
	Compensation & Human Capital Management
	Government, Public Policy & Regulatory
	Risk Management
	Strategic Planning / M&A

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		Katherine M. A. (Allie) Kline Director since:2019 Age:48 Committees: Technology Committee Other Current Public Company Directorships: Pier 1 Imports, Inc. Waddell & Reed Financial, Inc.

Key Experience and Skills:
	Client / Consumer Marketing, Branding & Communication
	Technology, Cybersecurity & Information Security
	Compensation & Human Capital Management
	Government, Public Policy & Regulatory
	Strategic Planning / M&A
	Public Company Executive
	ESG

		Richard W. Neu Director since:2010 Age:64 Committees: Audit Committee (Chair) Executive Committee Other Current Public Company Directorships: Tempur Sealy International, Inc. Oxford Square Capital Corp.

Key Experience and Skills:
	Audit / Financial Reporting
	Compensation & Human Capital Management
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Strategic Planning / M&A
	Public Company Executive
	ESG

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		Kenneth J. Phelan Director since:2019 Age:60 Committees: Risk Oversight Committee

Key Experience and Skills:
	Technology, Cybersecurity & Information Security
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Legal
	Strategic Planning / M&A
	Public Company Executive

		David L. Porteous Director since:2003 Age:67 Lead Director Committees: Executive Committee (Chair) Nominating and Corporate Governance Committee (Chair) Risk Oversight Committee

Key Experience and Skills:
	Audit / Financial Reporting
	Compensation & Human Capital Management
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Legal
	Strategic Planning / M&A
	ESG

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		Stephen D. Steinour Director since:2009 Age:61 Committees: Executive Committee Other Current Public Company Directorships: Exelon Corporation (until 2020 annual meeting); L Brands, Inc.

Key Experience and Skills:
	Audit / Financial Reporting
	Client / Consumer Marketing, Branding & Communication
	Technology, Cybersecurity & Information Security
	Compensation & Human Capital Management
	Financial Services
	Government, Public Policy & Regulatory
	Risk Management
	Strategic Planning / M&A
	Public Company Executive
	ESG
	Payments

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Directors Stepping Down

Two of our directors will be leaving the board at the annual meeting: Kathleen H. Ransier and Peter J. Kight. Each of these directors has brought substantial expertise and leadership to the board of directors and the committees on which each has served as a member or as chair.

	Kathleen H. Ransier Director since:2003 Age:72 Committees: Community Development Committee (Chair) Compensation Committee	Kathleen H. Ransier has been a valued member of the board for 17 years and a passionate chair of the Community Development Committee. Under Ms. Ransier’s leadership, Huntington implemented a community development engagement strategy, actively partnering with national and local community groups and resulting in our transformative $16.1 billion five-year community development plan focusing on low-to-moderate income persons, neighborhoods and small businesses. During Ms. Ransier’s tenure, Huntington deepened its commitment to inclusion as a core value that applies to every aspect of our business. Ms. Ransier has brought analytical skills and a broad range of expertise in law and regulation to the board, the Community Development Committee and the Compensation Committee, as well as a firm devotion to community. Ms. Ransier is a retired partner in the Columbus office of Vorys, Sater, Seymour and Pease LLP where she practiced with the corporate group through December 2012. She practiced law through her own private practice, Ransier & Ransier, for 26 years prior to joining Vorys, Sater, Seymour and Pease LLP in 2001. An attorney for almost 40 years, her practice included transactional, commercial real estate, business organization, non-profit, and business development. Ms. Ransier is very active in numerous professional, academic, cultural, social, community, economic development, and civic organizations. She has served on numerous boards for civic organizations, educational institutions and non-profits, including: The Ohio State University Alumni Association, the Greater Columbus Arts Council, and the Supreme Court of Ohio Commission on Professionalism.

	Peter J. Kight Director since:2012 Age:63 Committees: Technology Committee (Chair) Compensation Committee Other Current Public Company Directorships: Blackbaud, Inc., Repay Holdings Corp., Bill.com	With 34 years of experience in electronic banking and payment systems, Peter J. Kight has provided keen insight and leadership as a member of the board since 2012 and as the chair of the Technology Committee. Mr. Kight was instrumental in the establishment of the dedicated Technology Committee in 2013, to assist the board in fulfilling its oversight responsibilities with respect to the vital role of technology and innovation strategies. As founder, chairman and chief executive officer of CheckFree, he was an innovator in providing electronic funds transfer services to businesses and consumers, and in developing infrastructures to support new services that enable and simplify the electronic movement and management of personal and business finances. Under his leadership, CheckFree expanded its scope to multiple types of payments and processing infrastructures, leveraging business intelligence to detect and prevent fraud, electronic billing, reconciliation, and operational risk management capabilities — through internal development and nearly 30 acquisitions. Mr. Kight served as director and vice chairman of Fiserv, a leading provider of electronic commerce services and products, from 2007 to 2012, following Fiserv’s acquisition of CheckFree. More recently he has served as co-chairman and managing partner (January 2010 to April 2013) and as senior advisor (April 2013 to April 2015) with Comvest Partners, a private investment firm providing equity and debt capital to middle market companies across the United States, including financial services and technology companies, with over $1.2 billion in capital under management. He served on the boards of director for Akamai Technologies, Inc. from 2004 to 2012 and for Manhattan Associates, Inc. from 2007 to 2011. He currently serves on the boards of Blackbaud, Inc., Repay Holdings Corp. and Bill.com.

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Independence of Directors

Our board of directors and the Nominating and Corporate Governance Committee have reviewed and evaluated transactions and relationships with board members to determine the independence of each. The board of directors does not believe that any of its non-employee members has relationships with us that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as director. Further, the board and the Nominating and Corporate Governance Committee have determined that all of the board’s members and nominees, with the exclusion of the CEO, are “independent directors” as the term is defined in the Nasdaq Stock Market Marketplace Rules. The directors determined to be independent under this definition are: Lizabeth Ardisana, Alanna Y. Cotton, Ann B. (Tanny) Crane, Robert S. Cubbin, Steven G. Elliott, Gina D. France, J. Michael Hochschwender, John C. (Chris) Inglis, Peter J. Kight, Katherine M. A. (Allie) Kline, Richard W. Neu, Kenneth J. Phelan, David L. Porteous, and Kathleen H. Ransier. Each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent under such definition and the members of the Audit Committee are independent under the additional, more stringent requirements of the Nasdaq Stock Market applicable to audit committee members.

In making the independence determinations for each of the directors, the board took into consideration the transactions disclosed in this proxy statement under “Review, Approval, or Ratification of Transactions with Related Persons” below. In addition, the board of directors considered that the directors and their family members are customers of our affiliated financial and lending institutions. Many of the directors have one or more transactions, relationships or arrangements where Huntington’s affiliated financial and lending institutions, in the ordinary course of business, act as depository of funds, lender or trustee, or provide similar services. Directors may also be affiliated with entities which are customers of our affiliated financial and lending institutions and which enter into transactions with such affiliates in the ordinary course of business. The board also considered charitable donations to organizations in which directors have an interest and determined them to be immaterial.

Review, Approval, or Ratification of Transactions with Related Persons

The Nominating and Corporate Governance Committee of the board of directors oversees our Related Party Transactions Review Policy, referred to as the Policy. This written Policy covers “related party transactions”, including any financial transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, either currently proposed or existing since the beginning of the last fiscal year in which we were or will be a participant, involving an amount exceeding $120,000 and in which a director, nominee for director, executive officer or his or her immediate family member has or will have a direct or indirect material interest. The Policy requires our senior management and directors to notify the general counsel of any existing or potential “related party transactions.” Our general counsel reviews each reported transaction, arrangement or relationship that constitutes a “related party transaction” with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee determines whether or not “related party transactions” are fair and reasonable for us. The Nominating and Corporate Governance Committee also determines whether any “related party transaction” in which a director has an interest impairs the director’s independence. Approved “related party transactions” are subject to on-going review by our management on at least an annual basis. Loans to directors and executive officers and their related interests made and approved pursuant to the terms of Federal Reserve Board Regulation O are deemed to be approved under this Policy. Any of these loans that become subject to specific disclosure in our annual proxy statement are reviewed by the Nominating and Corporate Governance Committee at that time. The Nominating and Corporate Governance Committee would also consider and review any material transactions with a shareholder having beneficial ownership of more than 5% of Huntington’s voting securities in accordance with the Policy.

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Indebtedness of Management. Many of our directors and executive officers and their immediate family members are customers of our affiliated financial and lending institutions in the ordinary course of business. In addition, our directors and executive officers also may be affiliated with entities which are customers of our affiliated financial and lending institutions in the ordinary course of business. Loan transactions with directors, executive officers, and their immediate family members and affiliates have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers otherwise not affiliated with us. Such loans also have not involved more than the normal risk of collectability or presented other unfavorable features.

Certain Other Transactions. Paul McMahon, who is the son-in-law of director David L. Porteous, has been employed by The Huntington National Bank since 2006 and currently serves as a Commercial Portfolio Manager - Team Leader in the Commercial Banking Department. Mr. McMahon serves in a non-executive capacity four reporting levels below the Commercial Banking Director. He is one of approximately 16,000 employees and is compensated in accordance with the employment compensation practices and policies applicable to all employees with equivalent qualifications and responsibilities in similar positions. For 2019, Mr. McMahon received base salary and incentive compensation totaling approximately $183,000, as well as benefits generally available to all employees.

Board Structure and Responsibilities

The Board’s Leadership Structure

Our chief executive officer, Stephen D. Steinour, serves as chairman of the board. Director David L. Porteous has served as independent lead director since the board established the role in 2007. To ensure independent leadership, the board has determined that there will be a lead director appointed whenever the positions of chairman and chief executive officer are combined. Each year the board evaluates its leadership and its leadership structure in light of current and anticipated future circumstances and believes that having a combined chief executive officer and chairman along with a strong independent lead director provides an efficient and effective arrangement for Huntington. The board has also considered our leadership structure in light of the company’s size, the nature of its business, the regulatory framework in which it operates, and its peers and determined that the board’s leadership structure is appropriate for our company at this time.

	Role of the Lead Director The specific responsibilities of the lead director are clearly defined in our Corporate Governance Guidelines, and include: ●serving as liaison between the chairman of the board and the outside directors; ●consulting with the chairman of the board on information sent to the board; ●approving board meeting agendas; ●approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; ●presiding at all meetings of the board at which the chairman is not present, including executive sessions of the outside directors; ●having the authority to call meetings of the outside directors; and ●ensuring that he or she is available for consultation and direct communication with key stakeholders, where appropriate.

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Mr. Porteous performs these duties and provides leadership in numerous additional ways. He is available to the chief executive officer and frequently acts as a sounding board for a variety of matters. He meets regularly with Huntington’s regulators. Mr. Porteous promotes good governance and is a frequent speaker on governance matters with director forums, proxy advisory firms, and investors. He communicates regularly with each board member and engages each director in candid one-on-one discussion throughout the year and during the annual self-assessment process. He also fosters dialogue among the directors and between the board and management. Mr. Porteous takes an active role in outreach efforts with various constituents, including investors. He regularly engages with Huntington employees and acts as a liaison between employees and the board. The board believes that having an active and engaged independent lead director effectively complements and counterbalances the role of the combined chairman / chief executive officer.

	Why Our Leadership Structure Works The board of directors has determined that the current leadership structure of a combined CEO / chair and an independent lead director is in the best interest of the company and its shareholders. ●The CEO reports to Huntington’s full board of directors, which is independent and engaged, and holds regular executive sessions excluding the CEO. ●The strong lead director role established by the board in 2007 provides independent leadership that counterbalances the combined CEO / Chair role. The board has established well-developed authority and duties for the lead director position at Huntington which both offset and harmonize with those of the CEO. (The interaction of the two roles is reflected in the table below.) ●The board believes that Huntington has been well served by Mr. Steinour’s combined role as chair and CEO, which has allowed him to set the overall tone and direction for the company and have primary responsibility for managing Huntington’s operations. This also maintains consistency in the internal and external communication of our strategic and business priorities. ●The board evaluates its leadership structure every year. ●Additional factors contribute to the board’s comfort with Mr. Steinour serving in the combined roles of chairman and chief executive officer including our strong corporate governance practices, our board’s independence, the accountability of the chief executive officer to the board, regular executive sessions excluding the chairman and chief executive officer, and regular reporting by senior management to the board of directors as further described under “The Board’s Role in Risk Oversight” below.

The interaction of the roles of our chairman / chief executive officer and our independent lead director is reflected in the table below.

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Board Meetings and Committee Information

The board of directors held a total of 12 regular and special meetings in 2019. We believe that regular attendance at meetings and active and engaged participation is of utmost importance, and we expect our directors to attend the annual shareholders’ meetings and all regularly scheduled board and committee meetings. During 2019 each director attended at least 96% of the meetings of the full board of directors and the committees on which he or she served. All directors then serving attended the 2019 annual meeting of shareholders.

During 2019 each director attended at least 96% of the 67 board and committee meetings, including special meetings.

All directors attended the 2019 annual meeting of shareholders.

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Our board currently has seven standing committees: Audit, Community Development, Compensation, Executive, Nominating and Corporate Governance, Risk Oversight and Technology. As needed or determined appropriate, the board of directors may establish an ad hoc committee.

As further discussed under “Independence of Directors”, above, the board of directors has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees, as well as the Community Development, Risk Oversight and Technology Committees, is independent as the term is defined in the Nasdaq Stock Market Marketplace Rules.

All board members have access to all committee reports and materials. In addition, all board members are welcome to attend any meetings of the standing committees. Each standing committee has a separate written charter. Current copies of the committee charters are posted on the Investor Relations pages of our website atwww.huntington.com. Information about the board’s standing committees, including the committee members and a brief review of each committee’s responsibilities, is set forth below.

2019 Committee Assignments

Committee Members	Audit Committee	Community Development Committee	Compensation Committee	Executive Committee	Nominating & Corporate Governance Committee	Risk Oversight Committee	Technology Committee
Lizabeth Ardisana
Alanna Y. Cotton
Ann B. (Tanny) Crane
Robert S. Cubbin
Steven G. Elliott
Gina D. France
J. Michael Hochschwender
John C. (Chris) Inglis
Peter J. Kight
Katherine M.A. (Allie) Kline
Richard W. Neu
Kenneth J. Phelan
David L. Porteous
Kathleen H. Ransier
Stephen D. Steinour
Number of Meetings Held During 2019	17	4	5	1	7	16	4

Member

Chair

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	Audit Committee Members: Richard W. Neu (Chair) Ann B. (Tanny) Crane Gina D. France Meetings Held in 2019: 17 (includes 4 held jointly with the Risk Oversight Committee)

The Audit Committee’s duties and responsibilities are to: ●oversee the integrity of the consolidated financial statements, including policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting; ●oversee the internal audit division; the independent registered public accounting firm’s qualifications, performance and independence; and ●oversee compliance with our Financial Code of Ethics for the chief executive officer and senior financial officers; compliance with corporate securities trading policies; compliance with legal and regulatory requirements applicable to the company’s financial statements; and financial risk exposures. While the Audit Committee has the duties and responsibilities described above and as set forth in its charter, our management is responsible for the internal controls and the financial reporting process, and the independent registered public accounting firm is responsible for performing an independent audit of our financial statements and our internal controls over financial reporting in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee periodically meets in joint session with the Risk Oversight Committee to cover matters relevant to both, such as the capital plan and the construct and appropriateness of the allowance for credit losses, which is reviewed quarterly. All of the committee members are financially literate, and the board of directors has determined that each of Richard W. Neu, chair of the Audit Committee, and Gina D. France qualifies as an “audit committee financial expert” as the term is defined in the rules of the Securities and Exchange Commission (SEC). This designation does not impose any duties, obligations or liabilities on them that are greater than the duties, obligations and liabilities imposed on the other members of the Audit Committee. Each member of the Audit Committee qualifies as an “independent director” as the term is defined in the Nasdaq Stock Market Marketplace Rules.

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Report of the Audit Committee

The primary responsibility of the Audit Committee is to oversee the integrity of Huntington’s consolidated financial statements. In carrying out its duties, the Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2019 with Huntington management and with Huntington’s independent registered public accounting firm, PricewaterhouseCoopers LLP. This discussion included the selection, application and disclosure of critical accounting policies, as well as the firm’s views on fraud risks and how it demonstrates its independence and skepticism. The Audit Committee has also reviewed with PricewaterhouseCoopers LLP its judgment as to the quality, not just the acceptability, of Huntington’s accounting principles and such other matters required to be discussed under auditing standards generally accepted in the United States, including the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

The Audit Committee has reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the PCAOB in Rule 3526 regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence from Huntington. Based on this review and discussion, and a review of the services provided by PricewaterhouseCoopers LLP during 2019, the Audit Committee believes that the services provided by PricewaterhouseCoopers LLP in 2019 are compatible with, and do not impair, PricewaterhouseCoopers LLP’s independence.

Based on these reviews and discussions, the Audit Committee recommended to the board of directors that the audited consolidated financial statements be included in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019 which was filed with the SEC on February 14, 2020.

Submitted by the Audit Committee
Richard W. Neu, Chair
Ann B. (Tanny) Crane
Gina D. France

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	Community Development Committee Members: Kathleen H. Ransier (Chair) Lizabeth Ardisana Ann B. (Tanny) Crane J. Michael Hochschwender Meetings Held in 2019: 4

The purpose of the Community Development Committee is to promote Huntington’s mission of local involvement and leadership in the communities where Huntington is located and where its employees work. The Committee considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending, and inclusion. The Committee’s duties and responsibilities are to: ●provide primary oversight of the company’s commitments to the Community Reinvestment Act (CRA), including review of the CRA program, internal and external examination reports, and related internal reports provided by management; ●provide primary oversight of the company’s performance against the Community Plan, provide board member representation on the National Community Advisory Council, and review of other relationships with external constituencies concerning community activities, including investors, regulators, elected officials, non-profits and community leaders; ●provide primary oversight of the company’s commitment to diversity and inclusion, including review of the company’s employee-related programs such as the affinity networks and other broad-based employee development programs that may impact the company’s reputation for social responsibility, as well as review of programs to drive economic inclusion in our supply chains; and ●review the company’s compliance with fair lending and Unfair, Deceptive, or Abusive Acts and Practices (UDAAP) standards, including monitoring procedures and programs.

	Compensation Committee Members: Robert S. Cubbin (Chair) J. Michael Hochschwender Peter J. Kight Kathleen H. Ransier Meetings Held in 2019: 5

The Compensation Committee fulfills the duties and responsibilities of the board as it relates to executive and director compensation matters. The Committee’s duties and responsibilities are to: ●oversee the compensation of executive officers and directors; ●review and approve the company’s executive compensation philosophy to “Pay for Performance” that creates long-term shareholder value, and compensation plans and programs in light of the company’s strategic goals and objectives, competitive practices, and best practices; ●review and evaluate the company’s compensation policies and practices and the relationship among risk, risk management, and compensation; and ●assist the board in overseeing the development, implementation, and effectiveness of the company’s strategies and policies regarding its human capital management function, including management succession, and talent management.

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The Compensation Committee has the resources and authority appropriate to discharge its duties and responsibilities. This includes authority to select, retain, oversee, terminate, and approve fees and other retention terms of advisors, including legal counsel and other advisors. The Compensation Committee also works with other board committees and with senior management in fulfilling its responsibilities.

Independent Compensation Consultant

The Compensation Committee engaged Pearl Meyer & Partners, LLC, an independent consulting firm, to provide advisory services related to executive and director compensation. The individual consultant managing the relationship with Huntington (the compensation consultant) reports directly to the Compensation Committee and is evaluated by the Compensation Committee on an annual basis.

The compensation consultant is available as needed for expert guidance and support, provides updates on emerging trends and best practices, and regularly attends meetings of the Compensation Committee. Services provided by the compensation consultant during 2019 included reviewing our selected peer group, benchmarking compensation and performance, and establishing total compensation guidelines, including targets for short and long-term incentive plans, and modeling payouts under various performance scenarios. During 2019 the compensation consultant did not provide any services other than advice and recommendations related to executive and director compensation.

The Compensation Committee has received representations from the compensation consultant with respect to independence, including with respect to: the fees received by the consulting firm from Huntington as a percentage of total revenue of the consulting firm; the policies or procedures maintained by the consulting firm designed to prevent a conflict of interest; any business or personal relationship between the compensation consultant and any Compensation Committee member; any business or personal relationship between the compensation consultant and executive officers of Huntington; and any Huntington stock owned by the compensation consultant. Based on review of these representations and the services provided by the compensation consultant, the Compensation Committee has determined that the compensation consultant is independent and that the consultant’s work has not created any conflicts of interest.

Procedures for Determining Executive Compensation

Although the Compensation Committee makes independent determinations on all matters related to compensation of executive officers, certain members of management are requested to attend committee meetings and provide input to the Compensation Committee. Input may be sought from the chief executive officer, Human Resources, Finance, and Risk Management colleagues and others as needed to ensure the Compensation Committee has the information and perspective it needs to carry out its duties. In particular, the Compensation Committee will seek input from the chief executive officer on matters relating to strategic objectives, company performance goals, and input on his assessment of the other executive officers. The chief human resources officer and representatives of Human Resources work with the chair of the Compensation Committee to ensure he or she has the background, information, and data needed to facilitate meetings. The Committee also receives updates from the chief financial officer and other members of executive management throughout the year as appropriate.

The Compensation Committee meets with representatives of the Audit Committee and Risk Oversight Committee as appropriate in making determinations. The Audit Committee chair is consulted when the Compensation Committee certifies company performance against the established incentive plan performance goals.

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The Compensation Committee may delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee, or in accordance with the terms of a particular compensation plan, to a management committee. The Compensation Committee delegates some responsibilities to management to assist in development of design considerations, with permission to work with the Committee’s compensation consultant to develop proposals for the Committee’s consideration. The Compensation Committee may not, however, delegate the determination of compensation for executive officers to management. From time to time, the Compensation Committee may obtain the approval of the board of directors with respect to certain executive and director compensation matters.

The Compensation Committee takes risk into account when determining compensation and supports an executive compensation philosophy that balances risk and reward with a mix of base pay, short-term incentives, and long-term incentives, with greater emphasis on long-term incentives. The Compensation Committee’s role in the oversight of incentive compensation risk is discussed under “The Board’s Role in Risk Oversight” below.

Compensation Committee Interlocks and Insider Participation. We have no compensation committee interlocks. In addition, no member of the Compensation Committee has served as one of our officers or employees.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in Huntington’s proxy statement for its 2020 annual meeting of shareholders.

Submitted by the Compensation Committee
Robert S. Cubbin, Chair
Peter J. Kight
J. Michael Hochschwender
Kathleen H. Ransier

	Executive Committee Members: David L. Porteous (Chair) Ann B. (Tanny) Crane Steven G. Elliott Richard W. Neu Stephen D. Steinour Meetings Held in 2019: 1

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	Nominating and Corporate Governance Committee Members: David L. Porteous (Chair) Ann B. (Tanny) Crane John C. (Chris) Inglis Meetings Held in 2019: 7

	Risk Oversight Committee Members: Steven G. Elliott (Chair) Lizabeth Ardisana Kenneth J. Phelan David L. Porteous Meetings Held in 2019: 16 (includes 4 held jointly with the Audit Committee)

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	Technology Committee Members: Peter J. Kight (Chair) John C. (Chris) Inglis Katherine M. A. (Allie) Kline Meetings Held in 2019: 4

The Board’s Role in Risk Oversight

		The board of directors has established an aggregate moderate-to-low risk appetite and requires risks to be managed through a comprehensive, coordinated, and effective governance and management structure.

We rely on comprehensive risk management processes to identify, measure, monitor, control and report risks, and to aggregate risks across the enterprise. This system enables the board to establish a mutual understanding with management of the effectiveness of the company’s risk management practices and capabilities, to review the company’s risk exposure, and to elevate certain key risks for discussion at the board level.

Our Risk Governance and Risk Appetite Framework (the Framework) serves as the foundation for consistent and effective risk management. It outlines the seven types of risk that the company faces: compliance risk; credit risk; operational risk; liquidity risk; market risk; reputation risk; and strategic risk. It describes components of our risk management approach, including our risk appetite and risk management processes, with a focus on the role of all colleagues in managing risk. The Framework also defines the aggregate risk levels and types of risk our board and management believe appropriate to achieve the company’s strategic objectives and business plans.

While the board has three board committees that primarily oversee implementation of this desired risk appetite and the monitoring of our risk profile -- the Risk Oversight Committee, Audit Committee and the Technology Committee -- the full board is engaged in discussing all risks. All standing board committees report their deliberations and actions at each full board meeting. Noteworthy issues from each committee agenda are called to the attention of the full board in advance. In addition, all directors have access to information provided to each committee, and all scheduled committee meetings are open to all directors. The directors regularly communicate directly with members of senior management, and the board and committees regularly meet in executive session without management present.

All members of the board of directors are also members of The Huntington National Bank’s board of directors, and each committee of the board also functions as the committee of The Huntington National Bank’s board.

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The role of each of the board committees is further described under “Board Meetings and Committee Information.”

		Board of Directors ●Direct oversight on risks related to company strategy and leadership. Our aggregate moderate-to-low risk appetite is an integral part of our strategy and strategic planning process. ●Meets frequently with senior management and is devoted to review of strategic priorities. ●The CEO reserves time at the beginning of every board meeting to discuss priorities and initiatives. ●Periodically, special board sessions are held to discuss and analyze specific possible risk scenarios, such as cybersecurity incidents. ●Oversees succession planning for the positions of the CEO and other members of the executive leadership team. As selecting and appointing qualified executive leadership for the company is a priority for the board of directors, succession planning is discussed frequently. At least annually, the CEO and the chief human resources officer review with the board the succession plans in place for executive leadership. Management also maintains succession plans for the positions reporting to the executive leadership team.

	Risk Oversight Committee ●Assists the board of directors in overseeing the company’s enterprise-wide risk management function consistent with its strategy and risk appetite, including: ●oversight of its policies, and risk control infrastructure for compliance risk, credit risk, operational risk, interest rate risk, liquidity risk, market risk, reputation risk, and strategic risk; ●management’s establishment and operation of the Framework, including review and approval of the Framework and of the company’s risk appetite metrics; ●the risk management organization including the chief risk officer and risk management budget; ●approval and monitoring of the company’s capital position and plan supporting our overall aggregate moderate-to-low risk profile; ●the risk governance structure; ●compliance with applicable laws and regulations; and ●determining adherence to the board’s stated risk appetite. ●Oversees our capital management and planning process, and ensures that the amount and quality of capital are adequate in relation to expected and unexpected risks and that our capital levels exceed “well-capitalized” requirements. ●Regularly receives reports directly from the chief risk officer.					Audit Committee ●Assists the board in overseeing the integrity of the consolidated financial statements, including: ●policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting; the internal audit department and the independent registered public accounting firm’s qualifications and independence; ●compliance with our Financial Code of Ethics for the chief executive officer and senior financial officers; ●compliance with corporate securities trading policies; ●compliance with legal and regulatory requirements applicable to the company’s financial statements; and ●financial risk exposures. ●The chief internal auditor reports directly to the Audit Committee.

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	Compensation Committee ●Through the Compensation Committee, the board of directors seeks to ensure that compensation plans are designed and administered to drive sustainable, long-term results in an effective and ethical manner, with a commitment to “Do the Right Thing” for customers, colleagues, shareholders, and communities, while not exposing the organization to material risks. ●Reviews and evaluates the company’s compensation policies and practices and the relationship among risk, risk management and compensation to ensure that incentive compensation practices appropriately balance risk and financial results, incentives do not encourage unnecessary and excessive risk taking or expose the company to imprudent risks, the incentive programs are compatible with effective controls and risk management, incentive programs are supported by strong corporate governance and the compensation policies are not likely to have a material adverse effect on the company. ●Meets regularly with members of senior management, including the chief financial officer. ●Supports the board of directors with succession planning for key management positions.

	Technology Committee				Community Development Committee				Nominating and Corporate Governance Committee
	●Assists the board of directors in fulfilling its oversight responsibilities with respect to all technology and innovation strategies and plans developed by management, information and cyber security risk management program, and the third-party risk management program.				●Promotes the company’s mission of local involvement and leadership in the communities where the company is located and where its colleagues work. ●Considers matters relating to community development and involvement, philanthropy, government affairs, fair and responsible lending, and inclusion.				●Oversees the company’s commitment to its environmental, social and governance (ESG) issues and the company’s ESG practices and activities strategy. ●Receives periodic updates from management with respect to ESG issues.

	Intentional Focus on Emerging Risk The board has a track record of focusing on emerging industry risks. Huntington was among the first to establish a dedicated Technology Committee of the board, in 2013, to assist the board in fulfilling its oversight responsibilities with respect to the vital role of technology and innovation strategies. In 2016, Huntington appointed John C. (Chris) Inglis, a Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy, to the board and Technology Committee. Mr. Inglis is a renowned expert and a frequent speaker on cyber space and security. Most recently, Huntington has refreshed its board with a goal to further strengthen its oversight of cybersecurity, technology and risk with the addition of three new board members in 2019 who bring significant expertise in the areas of risk and technology.

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Risk Assessment of Incentive Compensation