DEF 14A of Citizens Financial Group Inc/Ri, Mar 11, 2024

DEF 14A of Citizens Financial Group Inc/Ri

Filed Mar 11, 2024 · FY20230000759944-24-000054

Open on EDGAR

  1. Matters to be Voted at the Annual Meeting

    | PROPOSAL 2 | Approve the Amended & Restated 2014 Non-Employee Directors Compensation Plan We are asking shareholders to approve this plan to provide the Company with the continued ability to grant non-employee directors equity-based compensation following the upcoming expiration of the current plan in September 2024 on the tenth anniversary of its effective date. | | | | BOARD VOTE RECOMMENDATION FOR Our Board believes that continuing to grant non-employee director compensation partially in the form of equity-based awards promotes the long-term growth and success of the Company and furthers the best interests of our shareholders. | g See page 45 |

  2. Board Nominees

    Board Nominees In accordance with the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Citizens Financial Group, Inc. (the “Company” or “we” or “us” or “our”), our board of directors (the “Board”) will consist of not less than five nor more than twenty-five directors, excluding any directors elected by holders of preferred stock pursuant to provisions applicable only in the case of nonpayment of dividends under the terms of our preferred stock. The exact number of directors is fixed from time to time by resolution of our Board which currently has 14 directors. The terms of office of all directors expire at the Annual Meeting and all current directors are standing for re-election with the exception of Mr. Subramaniam who has reached our mandatory retirement age of 75. While Ms. Watson has also reached our mandatory retirement age of 75, the Board decided to grant a waiver in this instance and further information is provided on page 28. Additional information about the director nominees can be found beginning on page 17. The nominees for director are as follows:

  3. Board Nominees

    | * Chair | E – Executive | A – Audit | C – Compensation & Human Resources | | | Q – Equity | R – Risk | G – Nominating & Corporate Governance |

  4. Board Nominees

    | Citizens Financial Group | 11 |

  5. Board Skills and Diversity

    Board Skills and Diversity The Board values diverse perspectives and experiences which it believes are critical to robust discussion and effective decision-making. When reviewing the composition of our Board and its committees, the Nominating and Corporate Governance Committee considers self-identified diverse characteristics of directors and nominees in addition to each person’s background, experience, independence and tenure. 54% of our Board nominees represent diverse groups—five women, one person of color and one veteran. The composition of our nominated Board includes long-tenured directors which allows for continuity as well as new directors who bring fresh insights and perspectives. Over half of our Board nominees have a tenure of less than five years. We believe that the Board nominees as a whole represent an appropriate and diverse mix of experience, skills and demographics relevant to the size and nature of our business, and our long-term strategy.

  6. Board Skills and Diversity

    | Nominee Skills and Experience | | |

  7. Board Skills and Diversity

    | Nominee Diversity | Nominee Tenure | | | | | Age 66 Years Average Age of Director Nominees Age Range: 56-75 | Independence 92% of all Director Nominees are Independent |

  8. Board Skills and Diversity

    | 12 | 2024 Proxy Statement |

  9. Key Corporate Governance Practices

    Key Corporate Governance Practices

  10. Key Corporate Governance Practices

    | Board Independence and Oversight | •All director nominees are independent except for the Chairman who also serves as the CEO of the Company •Non-classified board structure •Independent Lead Director with formally defined role and responsibilities •Executive sessions of independent directors held at every regularly scheduled meeting •Key committees are fully independent (Audit, Risk, Compensation and Human Resources and Nominating and Corporate Governance) | | Board Qualifications and Evaluations | •Board skills and experience aligned to strategy •Board orientation and continuing education program supports ongoing director development •Board, committee and individual self-assessments conducted annually with an external facilitator •Board mentoring program and informal feedback sessions with senior management facilitates engagement and deeper understanding of the organization | | Board Refreshment and Diversity | •Mandatory retirement age of 75 for directors promotes Board refreshment •Gender and racial diversity represented on the Board •Diversity of tenure provides balance of historical knowledge and new perspectives •Diversity of age provides balance of extensive experience and fresh outlooks •Director recruitment and selection process prioritizes leadership, relevant experience and skills, independence and diversity | | Board Practices | •Service on other public company boards limited in accordance with our Corporate Governance Guidelines •Stock ownership guidelines for directors and executive officers include mandatory stock retention requirements and align directors’ and executives’ interests with those of shareholders •Annual review of Corporate Governance Guidelines ensures alignment with best practices •Succession planning discussions for CEO and senior management conducted throughout the year | | Board Oversight of Risk | •Board oversight of risk led by the Risk and Audit Committees •Risk Committee responsible for reviewing and approving the Enterprise Risk Management Governance Framework and ensuring risks are properly managed to the risk appetites set for each material risk category •Updates on cybersecurity risk presented to the Risk Committee at each meeting with additional reporting provided regularly to the Board and Audit Committee | | Shareholder Rights and Engagement | •Annual election of directors with majority vote standard for uncontested elections •Annual advisory vote on executive compensation •Capital structure with one vote per common share •Shareholders have proxy access •Shareholders have the right to call a special meeting •No poison pill •Annual Board review of Charter and Bylaw provisions •Annual shareholder outreach program with feedback from engagements shared with and discussed by the Board •Simple majority vote to amend Certificate of Incorporation | | Oversight of Environmental, Social and Governance Matters | •Board oversight of environmental, social and governance matters •Management structure with cross-functional executive steering council •Annual voluntary reporting aligned to Global Reporting Initiative ("GRI") and Sustainability Accounting Standards Board ("SASB") reporting frameworks •Dedicated climate reporting aligned to industry standards (e.g., the Task Force on Climate-Related Financial Disclosures ("TCFD") framework) •Annual analysis of pay equity | | Culture and Ethics | •Code of Business Conduct and Ethics which establishes core standards of ethical conduct •Conduct Office overseen by the Audit Committee and provides the Board and executive management with an independent and objective view of the Company’s conduct risk profile •Annual organizational health survey •Strong Diversity, Equity and Inclusion program overseen by the Compensation and Human Resources Committee |

  11. Key Corporate Governance Practices

    | Citizens Financial Group | 13 |

  12. Director Nominees

    Director Nominees

  13. Board Skills, Demographics and Diversity

    Board Skills, Demographics and Diversity We believe that the Board nominees as a whole represent an appropriate and diverse mix of experience, skills and demographics relevant to the size and nature of our business, and our long-term strategy. The table below indicates the specific skills and experience for each director which are most relevant to their board service and which the Nominating and Corporate Governance Committee considers to be key in making its nomination recommendations. Not having such a designation does not mean the director does not possess that skill or experience.

  14. Board Skills, Demographics and Diversity

    | | | | | | | | | | | | | | | | Skills and Experience | | | | | | | | | | | | | | | Executive Leadership | | | | | | | | | | | | | | | Financial Services Industry | | | | | | | | | | | | | | | Financial Reporting/Audit/Capital Planning | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | Compliance/Regulatory | | | | | | | | | | | | | | | Technology | | | | | | | | | | | | | | | Information Security/Cybersecurity | | | | | | | | | | | | | | | Mergers & Acquisitions | | | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | | | Sustainability Practices | | | | | | | | | | | | | |

  15. Board Skills, Demographics and Diversity

    | Board Independence and Committee Membership | | | | | | | | | | | | | | | Independent | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | | Committee Membership | | | | | | | | | | | | | | | | E* | | | | | E | | | | | | | | | | | A | A | A | | | | A | A | | | A* | | | | | | | | | C | C* | | | C | | C | | | | | | | | | G | G | | G | | | | G | | | | | | R* | R | | | R | | | R | R | R | | | Q | | | | | | | | | | | | | | Tenure (years) | 10 | 3 | 0 | 8 | 2 | 17 | 5 | 4 | 5 | 2 | 3 | 13 | 12 | | Board Demographics | | | | | | | | | | | | | | | Age | 66 | 56 | 59 | 71 | 69 | 72 | 70 | 62 | 71 | 59 | 63 | 75 | 63 | | Gender | M | M | F | F | M | M | M | M | M | F | M | F | F | | Race | White | Black/White | White | White | White | White | White | White | White | White | White | White | White | | Veteran | - | - | - | - | - | - | - | - | Y | - | - | - | - |

  16. Board Skills, Demographics and Diversity

    | * Committee Chair | E – Executive | A – Audit | C – Compensation and Human Resources | | | Q – Equity | R – Risk | G – Nominating and Corporate Governance |

  17. Board Skills, Demographics and Diversity

    | Citizens Financial Group | 17 |

  18. Biographies of our Nominees

    Biographies of our Nominees

  19. Biographies of our Nominees

    | | Bruce Van Saun CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | | | Age: 66 Joined the Board: October 2013 | Board Committees: Executive (Chair); Equity Other Current Public Company Directorships: Moody’s Corporation |

  20. Career Highlights

    Career Highlights

  21. Career Highlights

    | 2013 to present | | Chairman and Chief Executive Officer, Citizens Financial Group, Inc. | | 2009 to 2013 | | Finance Director and member of the board of directors, The Royal Bank of Scotland Group plc | | 1997 to 2008 | | Vice Chairman and Chief Financial Officer, prior to which he held other senior positions, The Bank of New York Mellon | | Prior to 1997 | | Held senior positions at Deutsche Bank, Wasserstein Perella Group, and Kidder Peabody & Co. |

  22. Further Information

    Further Information Mr. Van Saun currently serves on the board of directors of Moody’s Corporation (since 2016). He also serves on the board of the Bank Policy Institute, The Clearing House supervisory board (since 2013), the board of the Partnership for Rhode Island, and the board of our primary subsidiary, Citizens Bank, N.A. ("CBNA"). Previous directorships held by Mr. Van Saun in both the United Kingdom and United States include the Federal Reserve Bank of Boston (from 2019 to 2022), the Federal Advisory Council (from 2016 to 2018), the National Constitution Center (from 2015 to 2019), Lloyds of London (from 2012 to 2016), Direct Line Insurance Group plc (from 2012 to 2013), Worldpay (Ship Midco Limited) (from 2011 to 2013), and ConvergEx Inc. (from 2007 to 2013). Mr. Van Saun received a B.S. in Business Administration from Bucknell University in 1979 and an M.B.A. in Finance and General Management from the University of North Carolina in 1983.

  23. Relevant Skills and Experience

    Relevant Skills and Experience

  24. Relevant Skills and Experience

    | | Executive Leadership | | Financial Reporting & Capital Planning | | | Financial Services | | Mergers & Acquisitions |

  25. Relevant Skills and Experience

    Mr. Van Saun has extensive experience with over 35 years in the financial services industry and service on the boards of other public companies. He has financial expertise and leadership having served as a Chief Financial Officer at large global banks. His additional role as our Chief Executive Officer brings management’s perspective to Board deliberations and provides valuable information about the status of day-to-day operations.

  26. Relevant Skills and Experience

    | | Lee Alexander INDEPENDENT DIRECTOR | | | | Age: 56 Joined the Board: February 2021 | Board Committees: Audit Other Current Public Company Directorships: None |

  27. Career Highlights

    Career Highlights

  28. Career Highlights

    | 2018 to Present | | Executive Vice President and Chief Information Officer, The Clearing House | | 2015 to 2018 | | Executive Vice President, Chief Information Officer, Head of the Technology Group, and member of Management Committee, Federal Reserve Bank of New York | | 2012 to 2015 | | Senior Vice President, Head of Application Development, Federal Reserve Bank of New York |

  29. Further Information

    Further Information Mr. Alexander currently serves as the Executive Vice President and Chief Information Officer for The Clearing House and is responsible for directing and coordinating all technology and operations across the company. Mr. Alexander also serves on the board of our primary subsidiary CBNA. Mr. Alexander holds a B.Sc. in Computing Science and an M.B.A. from the University of Glasgow in Scotland.

  30. Relevant Skills and Experience

    Relevant Skills and Experience

  31. Relevant Skills and Experience

    | | Technology | | Financial Services | | | Information & Cybersecurity | | Regulations & Compliance |

  32. Relevant Skills and Experience

    Mr. Alexander has extensive technology expertise leading the Federal Reserve Bank of New York's application and development efforts, and was instrumental to development of a bank and system-wide architecture and for the development and completion of the Fedwire modernization project. He has over 25 years of international management experience in the technology and financial services sectors. He also has experience in cybersecurity and incident response from his service as Chief Information Officer at The Clearing House, and previously as Head of the Technology Group and Chief Information Officer at the Federal Reserve Bank of New York.

  33. Relevant Skills and Experience

    | 18 | 2024 Proxy Statement |

  34. Relevant Skills and Experience

    | | Tracy A. Atkinson INDEPENDENT DIRECTOR | | | | Age: 59 Joined the Board: March 2024 | Board Committees: Audit Other Current Public Company Directorships: United States Steel Corp. RTX Corp. Affiliated Managers Group, Inc. |

  35. Relevant Skills and Experience

    | 2019 to 2020 | | Executive Vice President and Chief Administrative Officer, State Street Corporation | | 2017 to 2019 | | Executive Vice President, Chief Compliance Officer and Head of Operational Risk, State Street Corporation | | 2010 to 2017 | | Executive Vice President, Finance, and Treasurer (from 2016), State Street Corporation | | 2008 to 2010 | | Held positions as Executive Vice President and Chief Compliance Officer, State Street Corporation (from 2009 to 2010), and as Executive Vice President and Chief Compliance Officer, State Street Global Advisors (from 2008 to 2009) | | Prior to 2008 | | Served in various leadership positions at MFS Investment Management, and as a Partner at PricewaterhouseCoopers |

  36. Further Information

    Further Information Ms. Atkinson serves on the boards of directors of United States Steel Corporation (since 2020), RTX Corporation (formerly Raytheon Technologies) (since 2014), and Affiliated Managers Group (since 2020). She also serves on the board of our primary subsidiary CBNA. Ms. Atkinson is a certified public accountant and received a bachelor’s degree in accounting from the University of Massachusetts.

  37. Relevant Skills and Experience

    Relevant Skills and Experience

  38. Relevant Skills and Experience

    | | Financial Services | | Regulations & Compliance | | | Financial Reporting & Capital Planning | | Risk Management |

  39. Relevant Skills and Experience

    Ms. Atkinson is an experienced financial services executive serving in various roles for State Street Corporation including Chief Administrative Officer and is a Certified Public Accountant. She has extensive background in financial reporting and capital planning, and in regulations and compliance having served as Chief Compliance Officer, and Treasurer of State Street Corporation.

  40. Relevant Skills and Experience

    | | Christine M. Cumming INDEPENDENT DIRECTOR | | | | Age: 71 Joined the Board: October 2015 | Board Committees: Risk (Chair); Audit Other Current Public Company Directorships: None |

  41. Career Highlights

    Career Highlights

  42. Career Highlights

    | 2004 to 2015 (Retirement) | | First Vice President (2nd highest ranking officer), Chief Operating Officer and an alternate voting member of the Federal Open Market Committee, Federal Reserve Bank of New York | | 1999 to 2003 | | Executive Vice President and Director for the Research and Market Analysis Group, Federal Reserve Bank of New York | | 1994 to 1999 | | Senior Vice President for the Bank Supervision Group, Federal Reserve Bank of New York |

  43. Further Information

    Further Information Ms. Cumming currently serves on the board of American Family Insurance Mutual Holding Company (since 2016), and MIO Partners, Inc. (since 2018). She previously served on the board of the Financial Accounting Foundation (from 2016 to 2020). Ms. Cumming is an adjunct professor at Columbia University and serves as a trustee of the Columbia-Greene Community College Foundation (since 2022). She also serves on the board of our primary subsidiary CBNA. Ms. Cumming holds both a B.S. and Ph.D in economics from the University of Minnesota.

  44. Relevant Skills and Experience

    Relevant Skills and Experience

  45. Relevant Skills and Experience

    | | Financial Services | | Regulations & Compliance | | | Financial Reporting & Capital Planning | | Risk Management |

  46. Relevant Skills and Experience

    Ms. Cumming is a seasoned bank regulatory executive with over 35 years at the Federal Reserve Bank of New York, including serving as First Vice President and Chief Operating Officer. She has extensive background in risk management, monetary policy, and bank supervision having had responsibility for the Bank Analysis and Advisory and Technical Services functions during her service at the Federal Reserve Bank of New York. She has experience in crisis management as chair of the Cross-Border Crisis Management Group, an international group of supervisors which coordinated recovery and resolution planning for large, global financial institutions for the Resolution Steering Group of the G-20’s Financial Stability Board.

  47. Relevant Skills and Experience

    | Citizens Financial Group | 19 |

  48. Relevant Skills and Experience

    | | Kevin Cummings INDEPENDENT DIRECTOR | | | | Age: 69 Joined the Board: April 2022 | Board Committees: Risk Other Current Public Company Directorships: None |

  49. Relevant Skills and Experience

    | 2018 to 2022 (Retirement) | | Chairman and Chief Executive Officer, Investors Bancorp, Inc. and Investors Bank | | 2008 to 2018 | | President and Chief Executive Officer, Investors Bancorp and Investors Bank | | 2003 to 2008 | | Executive Vice President and Chief Operating Officer, Investors Bank | | Prior to 2003 | | Spent 26 years at KPMG LLP, serving as a Partner for 14 years |

  50. Further Information

    Further Information Mr. Cummings joined our Board in 2022 upon the closing of the acquisition of Investors Bancorp, Inc. where he previously served as Chairman and Chief Executive Officer. He is the former Chairman of the Board of the New Jersey Bankers Association and sits on the Board of Trustees of the Scholarship Fund for Inner-City Children and the Board of Trustees at St. Benedict’s Preparatory School. In addition, he is chair of the board of Greater Trenton and the Community Foundation of New Jersey. Mr. Cummings is a trustee of the Investors Charitable Foundation and the Citizens Philanthropic Foundation. He also serves on the board of our primary subsidiary CBNA. Mr. Cummings previously served on the board of the Federal Home Loan Bank of New York (from 2014 to 2022). Mr. Cummings is a certified public accountant, has a bachelor’s degree in economics from Middlebury College, and a master’s degree in business administration from Rutgers University.

  51. Relevant Skills and Experience

    Relevant Skills and Experience

  52. Relevant Skills and Experience

    | | Financial Services | | Mergers & Acquisitions | | | Financial Reporting & Capital Planning | | Risk Management |

  53. Relevant Skills and Experience

    Mr. Cummings is a seasoned executive with 35 years experience in the financial services industry including service as Chief Executive Officer of a regional bank. He is also an experienced auditor and Certified Public Accountant.

  54. Relevant Skills and Experience

    | | William P. Hankowsky INDEPENDENT DIRECTOR | | | | Age: 72 Joined the Board: November 2006 | Board Committees: Compensation & HR; Nominating & Corporate Governance; Executive Other Current Public Company Directorships: None |

  55. Career Highlights

    Career Highlights

  56. Career Highlights

    | 2003 to 2020 | | Chairman, President and Chief Executive Officer of Liberty Property Trust | | 2002 to 2003 | | President, Liberty Property Trust | | 2001 to 2002 | | Chief Investment Officer, Liberty Property Trust | | 1990 to 2001 | | President, Philadelphia Industrial Development Corporation |

  57. Further Information

    Further Information Mr. Hankowsky is a Senior Advisor to the Alterra Property Group and President of Wayne Avenue Enterprises, LLC. He currently serves on the Investment Committee of High Real Estate Group, LLC (since September 2023), the Delaware River Waterfront Corporation, Greater Philadelphia Chamber of Commerce, Philadelphia Convention and Visitors Bureau, Pennsylvania Academy of the Fine Arts, Philadelphia Shipyard Development Corporation, the Wetlands Institute, and the Philadelphia Foundation. He also serves on the board of our primary subsidiary CBNA. Mr. Hankowsky previously served on the board of Aqua America, Inc. (from 2004 to 2019). Mr. Hankowsky received a B.A. in economics from Brown University.

  58. Relevant Skills and Experience

    Relevant Skills and Experience

  59. Relevant Skills and Experience

    | | Executive Leadership | | Mergers & Acquisitions | | | Financial Reporting & Capital Planning | | Risk Management |

  60. Relevant Skills and Experience

    Mr. Hankowsky has an extensive business and management expertise, particularly in the real estate sector from service as Chairman, President and Chief Executive Officer of Liberty Property Trust and President of the Philadelphia Industrial Development Corporation. He also has experience serving on the boards of other public companies and numerous non-profit entities.

  61. Relevant Skills and Experience

    | 20 | 2024 Proxy Statement |

  62. Relevant Skills and Experience

    | | Edward J. Kelly III INDEPENDENT DIRECTOR | | | | Age: 70 Joined the Board: February 2019 | Board Committees: Compensation & HR (Chair); Nominating & Corporate Governance Other Current Public Company Directorships: MetLife, Inc. Dollar Tree, Inc. |

  63. Relevant Skills and Experience

    | 2011 to 2014 (Retirement) | | Chairman, Citigroup Inc.’s Institutional Clients Group | | 2008 to 2011 | | Held senior positions at Citigroup including as Chairman of Global Banking (from 2010 to 2011), Chief Financial Officer (during 2009), Head of Global Banking (from 2008 to 2009), and President and Chief Executive Officer of Citi Alternative Investments (during 2008) | | 2007 to 2008 | | Managing Director, The Carlyle Group | | 2001 to 2007 | | Vice Chairman, PNC Financial Services Group, following PNC’s 2007 acquisition of Mercantile Bankshares Corporation, which he joined as President and Chief Executive Officer in 2001 before also being appointed Chairman in 2003. | | Prior to 2001 | | Held various positions at J.P. Morgan including managing director within the investment banking business, and General Counsel and Secretary, prior to which he was Partner at the law firm of Davis Polk & Wardwell |

  64. Further Information

    Further Information Mr. Kelly currently serves on the board of MetLife, Inc (since 2015), and Dollar Tree, Inc. (since 2022). He previously served as chairman of the board of directors at CSX Corporation until January 2019, and on the board of XL Catlin (from 2014 to 2018). He also serves on the board of our primary subsidiary CBNA. Mr. Kelly received his J.D. from the University of Virginia School of Law in 1981 and A.B. from Princeton University in 1975.

  65. Relevant Skills and Experience

    Relevant Skills and Experience

  66. Relevant Skills and Experience

    | | Financial Services | | Corporate Governance | | | Financial Reporting & Capital Planning | | Regulations & Compliance |

  67. Relevant Skills and Experience

    Mr. Kelly has an extensive background in the financial services industry including serving in executive positions at major financial institutions, and on the boards of other public companies including MetLife, Dollar Tree and CSX Corporation. He has regulatory, compliance and governance expertise having served as General Counsel and Secretary of J.P. Morgan, and as a Partner at the law firm of Davis Polk & Wardwell.

  68. Relevant Skills and Experience

    | | Robert G. Leary INDEPENDENT DIRECTOR | | | | Age: 62 Joined the Board: April 2020 | Board Committees: Audit; Risk Other Current Public Company Directorships: Intact Financial Corporation Voya Financial, Inc. |

  69. Career Highlights

    Career Highlights

  70. Career Highlights

    | 2017 to 2019 | | Chief Executive Officer, The Olayan Group | | 2014 to 2017 | | Chief Executive Officer, Nuveen and TIAA Global Asset Management | | 2013 to 2014 | | President, Asset Management, TIAA | | 2007 to 2012 | | Served in executive roles at ING including as Chief Executive Officer of ING Investment Management Americas and ING Insurance U.S. | | Prior to 2007 | | Served in leadership roles at J.P. Morgan & Co. and AIG Financial Products, prior to which he was an attorney at law firm of White & Case. |

  71. Further Information

    Further Information Mr. Leary currently serves as a Senior Advisor to LeapFrog Investments (since 2022). He currently serves on the board of Intact Financial Corporation (since 2015), a major insurer publicly listed in Canada and Voya Financial, Inc. (since January 2024). He also serves as Board Chair of Arrow Global Group Ltd. (since January 2024), on the board of Wilton Re Ltd. (since January 2023), a subsidiary of the Canadian Pension Plan Investment Board, and on the advisory board of RMG Acquisitions III. In addition, Mr. Leary serves on the non-profit boards of the National Forest Foundation, the Center for Climate and Energy Solutions, and the Friends of Acadia (National Park). He previously served on the board of RSA Group plc, a subsidiary of Intact (from 2021 to 2023) and as an advisor to The Council Advisors, a business consulting consortium. Mr. Leary also serves on the board of our primary subsidiary CBNA. Mr. Leary holds a bachelor’s degree in political science from Union College and a law degree from Fordham University.

  72. Relevant Skills and Experience

    Relevant Skills and Experience

  73. Relevant Skills and Experience

    | | Financial Services | | Mergers & Acquisitions | | | Financial Reporting & Capital Planning | | Sustainability Practices |

  74. Relevant Skills and Experience

    Mr. Leary has over 30 years experience in the financial services industry. He has expertise in business transformation and mergers and acquisitions having been instrumental in the acquisition and invigoration of Nuveen by TIAA-CREF. Mr. Leary has experience in sustainability through his service on numerous non-for-profit boards, and as CEO of Nuveen, where he oversaw the expansion of TIAA/Nuveen’s socially responsible and ESG assets under management.

  75. Relevant Skills and Experience

    | Citizens Financial Group | 21 |

  76. Relevant Skills and Experience

    | | Terrance J. Lillis INDEPENDENT DIRECTOR | | | | Age: 71 Joined the Board: February 2019 | Board Committees: Audit; Nominating & Corporate Governance Other Current Public Company Directorships: None |

  77. Relevant Skills and Experience

    | 2008 to 2017 (Retirement) | | Chief Financial Officer, Principal Financial Group, Inc. | | 1982 to 2008 | | Joined Principal Financial Group, Inc. as an actuarial student, and held various senior actuarial, risk management and product-pricing roles |

  78. Further Information

    Further Information Mr. Lillis currently serves on the board of American Enterprise Mutual Holding Company (since 2020). He also serves on the Mercy Medical Center Board of Directors and the Command and General Staff College Foundation Board of Trustees. He serves on the Simpson College Board of Trustees and as Trustee for the Diocese of Southwest Iowa. Mr. Lillis also serves on the board of our primary subsidiary CBNA. He is a member of the American Academy of Actuaries and a Fellow of the Society of Actuaries. Mr. Lillis received a bachelor’s degree from Simpson College after serving in the U.S. Army in the Republic of Korea, and an M.S. degree in actuarial science from the University of Iowa in 1982.

  79. Relevant Skills and Experience

    Relevant Skills and Experience

  80. Relevant Skills and Experience

    | | Financial Services | | Risk Management | | | Financial Reporting & Capital Planning | | Regulations & Compliance |

  81. Relevant Skills and Experience

    Mr. Lillis is a seasoned executive with 35 years experience in the financial services industry. He has extensive financial expertise including experience in capital allocation, portfolio management and strategic transactions serving as Executive Vice President and Chief Financial Officer of Principal Financial Group, Inc. for nearly 10 years, and in various senior actuarial, risk management and product-pricing roles prior to that.

  82. Relevant Skills and Experience

    | | Michele N. Siekerka INDEPENDENT DIRECTOR | | | | Age: 59 Joined the Board: April 2022 | Board Committees: Compensation & HR Other Current Public Company Directorships: None |

  83. Career Highlights

    Career Highlights

  84. Career Highlights

    | 2014 to Present | | President and Chief Executive Officer, New Jersey Business and Industry Association | | 2010 to 2014 | | Served as Assistant Commissioner before becoming Deputy Commissioner, New Jersey Department of Environmental Protection | | 2004 to 2010 | | President and Chief Executive Officer, Mercer Regional Chamber of Commerce | | Prior to 2004 | | Served in roles including Vice President of Human Resources and Senior Counsel, AAA Mid-Atlantic, and as President and former member of the Robbinsville Township Board of Education |

  85. Further Information

    Further Information Ms. Siekerka joined our Board in 2022 upon the closing of the acquisition of Investors Bancorp, Inc., which she joined in 2013 upon the consummation of Investors Bancorp's acquisition of Roma Financial Corporation where she served as Chair. Ms. Siekerka serves on the board of Choose New Jersey, New Jersey Innovation Institute, Junior Achievement of New Jersey, the National Association of Corporate Directors NJ Chapter, the National Association of Manufacturers, and the Council of State Manufacturing Associations where she is also an Executive Committee member. She also serves on the board of our primary subsidiary CBNA. Ms. Siekerka received a bachelor's degree from Rutgers University and a law degree from Temple University School of Law. She also holds the NACD Directorship Certification and is a designated NACD Board Leadership Fellow.

  86. Relevant Skills and Experience

    Relevant Skills and Experience

  87. Relevant Skills and Experience

    | | Corporate Governance | | Mergers & Acquisitions | | | Financial Services | | Sustainability Practices |

  88. Relevant Skills and Experience

    Ms. Siekerka is an experienced business professional with extensive market knowledge serving as President and Chief Executive Officer of the New Jersey Business and Industry Association. She also has experience in sustainability practices serving as Deputy Commissioner at the New Jersey Department of Environmental Protection. She is a licensed attorney with legal and government affairs expertise. Ms. Siekerka also has prior experience serving on the boards of regional banks Roma Financial Corporation and Investors Bancorp, Inc.

  89. Relevant Skills and Experience

    | 22 | 2024 Proxy Statement |

  90. Relevant Skills and Experience

    | | Christopher J. Swift INDEPENDENT DIRECTOR | | | | Age: 63 Joined the Board: February 2021 | Board Committees: Risk Other Current Public Company Directorships: The Hartford Financial Services Group, Inc |

  91. Relevant Skills and Experience

    | 2014 to Present | | Chairman (since 2015) and Chief Executive Officer, The Hartford Financial Services Group, Inc. | | 2010 to 2014 | | Executive Vice President and Chief Financial Officer, The Hartford Financial Services Group, Inc. | | 2003 to 2010 | | Held various senior leadership and finance roles at American International Group, Inc. | | Prior to 2003 | | Head of the Global Insurance Industry Practice at KPMG LLP which he joined as a certified public accountant focused on financial services |

  92. Further Information

    Further Information Mr. Swift is on the executive committee and the board of directors of the American Property Casualty Insurance Association. He is a member of the Chief Executives for Corporate Purpose, Council on Foreign Relations, and The Geneva Association. He also serves on the board of our primary subsidiary CBNA. Mr. Swift holds a bachelor’s degree in accounting from Marquette University, where he is also a trustee.

  93. Relevant Skills and Experience

    Relevant Skills and Experience

  94. Relevant Skills and Experience

    | | Executive Leadership | | Financial Reporting & Capital Planning | | | Risk Management | | Sustainability Practices |

  95. Relevant Skills and Experience

    Mr. Swift is a seasoned executive with 35 years experience in the insurance industry and expertise in risk management. He has extensive background in financial reporting and capital planning having served as a chief financial officer and certified public accountant. He also has experience in global restructuring and mergers and acquisitions. Mr. Swift serves on numerous industry associations, and has experience in sustainability practices as a member of Chief Executives for Corporate Purpose.

  96. Relevant Skills and Experience

    | | Wendy A. Watson INDEPENDENT DIRECTOR | | | | Age: 75 Joined the Board: October 2010 | Board Committees: Audit (Chair); Compensation & HR; Risk Other Current Public Company Directorships: None |

  97. Career Highlights

    Career Highlights

  98. Career Highlights

    | 2005 to 2009 (Retirement) | | Executive Vice President, Global Services, State Street Bank & Trust Company | | 2000 to 2005 | | Managing Director, Investment Manager Solutions, State Street Bank & Trust Company | | Prior to 2000 | | Served as Head of the Global Banking and Trust business and President and CEO, Finance, Canadian Imperial Bank of Commerce. Prior to which she served as Chief Information Officer and Head of Internal Audit, Confederation Life Insurance Company |

  99. Further Information

    Further Information Ms. Watson serves as a director of the Independent Order of the Foresters Life Insurance Company (since 2013), and is a member of the Community Service Committee of Boston Children’s Hospital (since 2011), the Advisory Board of EMpathways (since 2011), and the Expert Advisory Panel of McGill University Management School (since 2008). She previously served on the boards of DAS Canada Insurance Company, Ltd. (from 2010 to 2018), MD Financial Holdings (from 2010 to 2018) and MD Private Trust, a subsidiary of MD Financial Holdings (from 2015 to October 2023). Ms. Watson also serves on the board of our primary subsidiary CBNA. Ms. Watson is a graduate of McGill University in Montreal with a Bachelor of Commerce degree with majors in Accounting and Law.

  100. Relevant Skills and Experience

    Relevant Skills and Experience

  101. Relevant Skills and Experience

    | | Financial Services | | Regulations & Compliance | | | Financial Reporting & Capital Planning | | Risk Management |

  102. Relevant Skills and Experience

    Ms. Watson is an experienced executive in the financial services industry with extensive financial background, including serving as Executive Vice President, Global Services for State Street Bank & Trust Company. She has fellowship with the National Association of Corporate Directors and credentials as a Certified Public Accountant and Certified Fraud Examiner. She also has an advanced Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.

  103. Relevant Skills and Experience

    | Citizens Financial Group | 23 |

  104. Relevant Skills and Experience

    | | Marita Zuraitis INDEPENDENT DIRECTOR | | | | Age: 63 Joined the Board: May 2011 | Board Committees: Nominating & Corporate Governance; Risk Other Current Public Company Directorships: Horace Mann Educators Corporation |

  105. Relevant Skills and Experience

    | 2013 to Present | | Director, President and Chief Executive Officer of Horace Mann Educators Corporation | | 2004 to 2013 | | President, Property and Casualty Companies and member of the Executive Leadership Team, The Hanover Insurance Group, Inc. | | 1998 to 2004 | | President and Chief Executive Officer, Commercial Lines for The St. Paul Travelers Companies | | Prior to 1998 | | Served in underwriting and field management positions with United States Fidelity and Guaranty Company, and Aetna Life and Casualty |

  106. Further Information

    Further Information Ms. Zuraitis serves as a member of the board of trustees for the American Institute for Chartered Property and Casualty Underwriters, and has served on its executive and compensation committees since 2009. She is a member of the board of directors of CopperPoint (since 2021), a mutual insurance holding company. She also serves on the board of directors of our primary subsidiary CBNA. Ms. Zuraitis is a past chair of the board of trustees for NCCI Holdings, Inc., a provider of workers’ compensation data analytics and a past member of the board of Worcester Academy in Worcester, Massachusetts. Ms. Zuraitis received a bachelor's degree from Fairfield University.

  107. Relevant Skills and Experience

    Relevant Skills and Experience

  108. Relevant Skills and Experience

    | | Executive Leadership | | Risk Management | | | Financial Reporting & Capital Planning | | Mergers & Acquisitions |

  109. Relevant Skills and Experience

    Ms. Zuraitis is a seasoned executive with 30 years experience in the insurance industry including serving as Chief Executive Officer of Horace Mann Educators Corporation. She has expertise in risk management, financial reporting and capital planning, and mergers and acquisitions. Ms. Zuraitis also has experience serving on the boards of other companies and academic institutions.

  110. Director Nominee Tenure Ranges

    Director Nominee Tenure Ranges

  111. Director Compensation

    Director Compensation The Citizens Financial Group, Inc. Non-Employee Director Compensation Policy (“Director Compensation Policy”) governs the compensation of our non-employee directors. The Director Compensation Policy is reviewed on an annual basis by the Compensation and HR Committee, together with its independent compensation consultant, Compensation Advisory Partners ("CAP"), who reviews our program to ensure consistency with sound governance practices and makes recommendations, as appropriate. The Compensation and HR Committee reviews market data and recommendations provided by CAP and considers their advice on industry best practice when making decisions regarding director compensation. Any changes to director compensation are approved by the Compensation and HR Committee in addition to the Nominating and Corporate Governance Committee and the full Board. As a result of the review of director compensation in April 2023, the following changes were made: (i) directors' annual equity retainer was increased by $10,000 (to $145,000); (ii) Lead Director cash retainer was increased by $10,000 (to $50,000); (iii) chair retainer was increased by $5,000 for the Risk Committee Chair (to $35,000); and (iv) chair retainers were increased by $5,000 for the Compensation and HR Committee Chair (to $30,000) and the Nominating and Corporate Governance Chair (to $25,000). These changes were approved by the Compensation and HR Committee, the Nominating and Corporate Governance Committee, and the full Board and became effective on April 27, 2023. Below is a summary of the elements of our Director Compensation Policy, as amended.

  112. Director Compensation

    | Element of Compensation | Amount | | Annual Retainer (cash) | $105,000 | | Annual Restricted Stock Unit Award (equity) | $145,000 | | Lead Director Retainer (cash) | $50,000 | | Audit Committee Chair Retainer (cash) | $35,000 | | Risk Committee Chair Retainer (cash) | $35,000 | | Compensation and HR Committee Chair Retainer (cash) | $30,000 | | Nominating & Corporate Governance Committee Chair Retainer (cash) | $25,000 | | Audit Committee Member Retainer (cash) | $10,000 |

  113. Director Compensation

    On the date of each annual meeting of our shareholders, each non-employee director receives an annual grant of RSUs under the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan as compensation for their service until the next annual meeting. RSUs vest immediately as of the grant date, subject to the terms and conditions of the plan and the applicable award agreement. Director RSUs are not settled until a director’s cessation of service. To the extent dividends are declared between the grant and ultimate settlement date, dividend equivalents are reinvested into additional RSUs with the same terms and conditions as the related award. Proposal 2 in this Proxy Statement requests that shareholders approve the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the "A&R Directors Plan"). The A&R Directors Plan includes an annual limit on equity awards for directors. More specifically, under the A&R Directors Plan, the total grant date value of equity awards granted to a non-employee director in any calendar year will not exceed $400,000. We plan to also adopt annual cash limits on director compensation when our Director Compensation Policy is next reviewed, scheduled for April 2024. Non-employee directors are subject to stock ownership and retention guidelines requiring that they hold shares with a value at least equal to five times their annual cash retainer within five years following their service start date. As mentioned above, director RSUs are subject to mandatory deferral and are not settled until a director’s cessation of service. The types of awards that count toward meeting this requirement are consistent with those applicable to executives, as discussed in “Compensation Discussion and Analysis—Compensation Governance Policies and Practices—Executive and Director Stock Ownership and Retention Guidelines.” Directors may defer up to 100% of their cash compensation under our Directors Deferred Compensation Plan. Contributions to this plan are credited with interest on a monthly basis, based on the applicable interest crediting rate. The interest crediting rate is the annualized average yield on the United States Treasury bond 10-year constant maturity for the immediately preceding calendar quarter plus 2%, which is then divided by 12 to determine the monthly interest crediting rate. There are no Company contributions to this plan and no above-market or preferential earnings on compensation deferred pursuant to this plan.

  114. Director Compensation

    | Citizens Financial Group | 43 |

  115. Director Compensation

    Directors are also eligible to receive matching charitable contributions as part of our general matching charitable contribution program. Under this program, to the extent directors choose to make charitable contributions to qualifying charitable organizations the Company matches those contributions dollar-for-dollar up to an annual limit of $5,000. In addition, directors receive reimbursement of business expenses incurred in connection with their attendance at meetings. Our non-employee directors do not participate in our employee benefit programs.

  116. 2023 Director Compensation Table

    2023 Director Compensation Table The following table shows compensation for our non-employee directors during 2023. As described above, the Director Compensation Policy was amended effective April 27, 2023. Prior to that date, directors were compensated in accordance with the prior version of our Director Compensation Policy.

  117. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Other Compensation ($)(3) | Total Compensation ($) | | Lee Alexander | 115,000 | 169,373 | 5,000 | 289,373 | | Christine M. Cumming | 148,333 | 194,317 | — | 342,650 | | Kevin Cummings | 105,000 | 160,182 | 5,000 | 270,182 | | William P. Hankowsky | 105,000 | 194,317 | — | 299,317 | | Edward J. Kelly III | 133,333 | 186,584 | — | 319,917 | | Robert Leary | 115,000 | 175,985 | — | 290,985 | | Terrance J. Lillis | 115,000 | 186,584 | 5,000 | 306,584 | | Michele Siekerka | 105,000 | 160,182 | 5,000 | 270,182 | | Shivan Subramaniam(1) | 175,000 | 194,317 | 5,000 | 374,317 | | Christopher J. Swift | 105,000 | 169,373 | — | 274,373 | | Wendy A. Watson(1) | 150,000 | 194,317 | 5,000 | 349,317 | | Marita Zuraitis | 105,000 | 194,317 | — | 299,317 |

  118. 2023 Director Compensation Table

    (1)During 2023, each of Mr. Subramaniam and Ms. Watson elected to defer all of their cash fees pursuant to our Directors Deferred Compensation Plan. For a summary of material terms of the plan, see “Director Compensation” above. (2)Non-employee directors were granted RSUs on April 27, 2023 (the date of our 2023 annual shareholders meeting), as compensation for their service until our 2024 annual meeting. In addition, throughout the year directors received additional RSUs through the reinvestment of dividends as provided under the terms of outstanding awards. The amounts shown in this column reflect the grant date fair market value of the RSUs and dividend equivalent units granted to directors during 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC 718"), using the valuation methodology and assumptions set forth in Note 18 to the Company’s 2023 Annual Report on Form 10-K, which are hereby incorporated by reference. As of December 31, 2023, directors held the below numbers of RSUs previously granted as compensation for their board service.

  119. 2023 Director Compensation Table

    | Name | | | | | | | | | | | | | | Number of RSUs | 12,950 | 35,517 | 8,895 | 35,517 | 25,261 | 19,723 | 25,261 | 8,895 | 35,517 | 12,950 | 35,517 | 35,517 |

  120. 2023 Director Compensation Table

    (3)Amounts in this column reflect matching charitable contributions made by the Company on behalf of directors during 2023. In addition, the spouses of Mr. Leary, Mr. Subramaniam, and Ms. Watson, each accompanied them on the Company aircraft on one business trip during 2023. However, there are no amounts reflected in the above table relating to this use because it did not result in any incremental cost to the Company.

  121. 2023 Director Compensation Table

    | 44 | 2024 Proxy Statement |

  122. 2023 Director Compensation Table

    | PROPOSAL 2 | Approve the Amended and Restated 2014 Non-Employee Directors Compensation Plan | | | | We are asking shareholders to approve this plan to provide the Company with the continued ability to grant non-employee directors equity-based compensation following the upcoming expiration of the current plan in September 2024 on the tenth anniversary of its effective date. | | | | | The Board recommends a vote FOR approval of the Amended & Restated 2014 Non-Employee Directors Compensation Plan. |

  123. 2023 Director Compensation Table

    We currently maintain the Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (last amended and restated on June 20, 2019, the “Original Directors Plan”), which is scheduled to expire on September 29, 2024. On February 15, 2024, upon the recommendation of the Compensation and HR Committee and the Nominating and Corporate Governance Committee, the Board unanimously approved the Amended & Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the “A&R Directors Plan”) and directed that this proposal be submitted to shareholders for approval. The A&R Directors Plan will provide us with the continued ability to grant non-employee directors equity-based compensation following the scheduled expiration of the Original Directors Plan. Under this proposal, we are asking shareholders to approve the A&R Directors Plan, including a total plan share reserve of 750,000 shares of our common stock, par value $0.01 per share ("Shares” for purposes of this Proposal 2), which is 0.2% of common stock outstanding as of the record date. These 750,000 Shares will be in addition to any Shares subject to previously granted, outstanding awards. The A&R Directors Plan will become effective upon shareholder approval. As of December 31, 2023, there were 1,217,822 Shares remaining for future grants under the Original Directors Plan and a total of 291,522 full-value awards outstanding under the Original Directors Plan. Following approval of this A&R Directors Plan by shareholders, Shares in excess of the 750,000 requested that remain available for future awards and are not subject to previously granted outstanding awards will be immediately removed from the plan reserve and returned to unallocated Shares. If the A&R Directors Plan is not approved by shareholders, we would not be able to grant equity-based awards to our non-employee directors following the expiration of the Original Directors Plan and would be forced to compensate our non-employee directors entirely in cash, which does not align with the interests of our shareholders.

  124. Pay Mix

    Pay Mix More than 80% of our NEOs’ total compensation is at-risk variable compensation, as illustrated below along with the portion of pay delivered in cash, RSUs, and PSUs for the 2023 performance year. At least 50% of long-term awards are granted in the form of performance awards with a three-year performance period, which increases to nearly two-thirds for our CEO, CFO, and the Heads of our Consumer and Commercial businesses.

  125. Pay Mix

    | Element of Pay | Key Characteristics | | Base Salary | Base salaries are intended to compensate executives fairly for the positions held and are subject to change if, among other reasons, executives’ responsibilities change materially or there are changes in the competitive market environment. | | Variable Compensation | Granted partially in cash to recognize annual progress toward long-term objectives and partially in RSUs and PSUs. RSUs and PSUs are intended to tie executive pay to the interests of shareholders by driving achievement of long-term objectives and providing a retention incentive for executives. |

  126. NEO 2023 Performance Year Compensation

    NEO 2023 Performance Year Compensation The below table reflects how the Compensation and HR Committee views the direct compensation earned by each of our NEOs for performance year 2023. The amounts below differ from those reported in the 2023 Summary Compensation Table due to the nature of SEC reporting rules. Most notably, the table below includes equity awards granted in March 2024 for 2023 performance (as opposed to equity awards granted in March 2023 for 2022 performance). Details regarding Company and individual performance considered by the Compensation and HR Committee in making these pay decisions is described in "—Evaluating Performance and Determining Compensation" and "—2023 Compensation Decisions."

  127. NEO 2023 Performance Year Compensation

    | | | Variable Compensation | | | | | Total Compensation | | | Name | Base Salary | Cash(1) | Restricted Stock Units | Performance Stock Units | Total Variable Compensation | % Chg vs. 2022 | Total Direct Compensation | % Chg vs. 2022 | | Bruce Van Saun | $1,487,000 | $2,097,000 | $2,306,700 | $3,984,300 | $8,388,000 | (19.1)% | $9,875,000 | (16.7)% | | John F. Woods | $700,000 | $887,500 | $976,250 | $1,686,250 | $3,550,000 | (12.3)% | $4,250,000 | (10.5)% | | Donald H. McCree III | $700,000 | $875,000 | $962,500 | $1,662,500 | $3,500,000 | (13.6)% | $4,200,000 | (11.6)% | | Brendan Coughlin(2) | $625,000 | $812,500 | $893,750 | $1,543,750 | $3,250,000 | 15.0% | $3,875,000 | 12.3% | | Malcolm Griggs(3) | $550,000 | $665,000 | $1,235,000 | $— | $1,900,000 | (5.0)% | $2,450,000 | (3.9)% |

  128. NEO 2023 Performance Year Compensation

    (1)The cash portion of 2023 variable compensation awards is reflected in the “Bonus” column of the 2023 Summary Compensation Table. (2)Mr. Coughlin's base salary was increased to $700,000 effective as of February 5, 2024, which is commensurate with his responsibilities and aligns him with other key members of senior management. (3)Mr. Griggs ceased to serve as Chief Risk Officer effective as of December 31, 2023 and retired from the Company on February 16, 2024. The Compensation and HR Committee decided to award Mr. Griggs' 2023 variable compensation in the form of RSUs and cash. The portion of Mr. Griggs' variable compensation that would have otherwise been granted in PSUs was granted in additional RSUs. Mr. Griggs did not receive any cash payment or other benefits in connection with his retirement from the Company on February 16, 2024.

  129. Compensation Governance Practices

    | What We Do | What We Don’t Do | | Link executive pay to Company performance across a variety of dimensions Impact overall variable compensation funding and individual executive compensation awards based on risk performance Subject pay to clawback and forfeiture Maintain robust compensation plan governance Impose stock ownership and retention guidelines Hold an annual say-on-pay vote Maintain active shareholder engagement program Retain an independent compensation consultant | No single trigger change of control vesting of equity awards or cash payments No tax gross-ups No hedging or pledging of Company securities No payment of dividend equivalents on unearned or unvested units No option repricing No liberal share recycling |

  130. Elements of Our Compensation Program

    | Variable Compensation | To support a culture where colleagues recognize the importance of serving customers well and are rewarded for their individual contributions and our collective success and to align compensation with shareholders’ interests. | Variable compensation is designed to reward achievement of long-term objectives and annual progress toward those objectives. Individual NEO variable compensation awards are determined by the Compensation and HR Committee through the use of its structured discretion as described in further detail in “—Our Compensation-Setting Process." | | | Long-Term Awards | Granted in the form of RSUs and PSUs, long-term awards are intended to tie executive pay to the interests of shareholders by driving achievement of long-term objectives and providing a retention incentive for executives. The value actually realized by executives varies based on stock price movement and, in the case of PSUs, other financial performance factors. | | | Short-Term Awards | The remaining portion of variable pay is delivered in cash and intended to reward executives for annual progress toward achievement of the Company’s long-term objectives. | | Other Benefits | To give executives an opportunity to provide for their retirement and address other specific needs. | Our NEOs are eligible to participate in our Company-sponsored benefit programs, including our broad-based 401(k) plan and employee stock purchase plan, on the same terms and conditions that apply to all colleagues. We provide certain limited perquisites to our NEOs, which are described in further detail in “—Other Compensation and Benefits— Perquisites and Other Benefits.” |

  131. Variable Compensation Mix

    Variable Compensation Mix The Compensation and HR Committee believes that our variable compensation mix delivers a meaningful portion of NEOs’ variable compensation in the form of long-term equity awards (65-75%). At least 50% of long-term awards are granted in the form of performance awards with a three-year performance period, which increases to nearly two-thirds for our CEO, CFO, and the Heads of our Consumer and Commercial businesses, in line with regulatory and shareholder expectations. The Compensation and HR Committee made changes to the variable compensation mix in effect for the 2023 performance year for senior leaders. For all senior leaders (including NEOs and other Executive Committee members), the amount of variable compensation paid in cash was reduced by 5% for performance year 2023; that 5% was instead allocated evenly among additional RSUs and PSUs. The below reflects the elements of our variable compensation program (PSUs, RSUs, and cash bonuses) and the key design features of each element.

  132. Variable Compensation Mix

    (1)Related to his retirement, Mr. Griggs received a different variable pay mix in 2023 that provided for additional RSUs in lieu of PSUs.

  133. Variable Compensation Mix

    | Element | Key Design Features | | Performance Stock Units | Vesting Date: 3rd anniversary of grant Performance Period: 3 years Core Performance Metrics: •Cumulative Diluted Earnings Per Share (50%) •Average Return on Average Tangible Common Equity (50%) Modifier Metric: •Awards include a TSR modifier in addition to the core metrics, first introduced for awards granted in 2020 as a +/-10% modifier. Starting with awards granted in 2023, this TSR modifier increased to a +/- 20% modifier. Payout Range: •0%-150% of target •Relative TSR modifier results cannot increase payouts over the 150% of target maximum | | Restricted Stock Units | Vesting: 3-year annual pro-rata | | Cash Bonus | Paid annually, with executives having the option to defer up to 80% under the Company’s nonqualified deferred compensation plan. |

  134. Performance Stock Unit Design

    Performance Stock Unit Design The Compensation and HR Committee reviews PSU design annually in consultation with its compensation consultant. For PSUs granted in 2023 (as part of 2022 performance year compensation), the Compensation and HR Committee determined that Diluted EPS and ROTCE continued to be appropriate core metrics for the Company’s PSU awards because they remain an integral element of the Company’s strategic plan. •Diluted EPS: Diluted earnings per share is a common metric used by investors to evaluate the profitability of a company and shows the earnings (net income) we make on each outstanding share of common stock. We define “Diluted EPS” as net income divided by weighted average diluted common shares outstanding, as reported on an Underlying basis consistent with our external earnings reporting.* •ROTCE: Return on average tangible common equity measures profitability by showing how much profit we generate (net income) with the money our shareholders have invested. We define “ROTCE” as net income available to common shareholders divided by average common equity excluding average goodwill (net of related deferred tax liabilities) and average other intangible assets, as reported on an Underlying basis consistent with our external earnings reporting.* ROTCE targets for 2023 awards contemplate adjusted Other Comprehensive Income ("OCI") because the related adjustments help to neutralize movement solely related to the rate curve. * See Appendix A for information on Non-GAAP Financial Measures and Reconciliations and their calculation or reconciliation to GAAP financial measures. PSUs granted in 2023 have a +/- 20% TSR modifier, with the payout percentage calculated based on the core metrics multiplied by 120% if our TSR during the performance period is in the top quartile of our peer group or by 80% if our TSR is in the bottom quartile of our peer group, subject to a maximum payout of 150% of target (including application of the modifier). Information regarding our peer group is discussed below in “—Our Compensation-Setting Process—Compensation Peer Group.”

  135. Performance Stock Unit Design

    | 60 | 2024 Proxy Statement |

  136. Performance Stock Unit Design

    Targets for Diluted EPS and ROTCE for 2023 PSU awards were set by the Compensation and HR Committee, together with management in February 2023. When setting the targets, the following factors were considered: •Historic performance •Market conditions •The competitive landscape •Analyst expectations •Internal goals for the performance period •Information provided by the Compensation and HR Committee’s independent compensation consultant •Calibration to align with our publicly announced guidance range

  137. Role of Peer Group

    Role of Peer Group We seek to maintain a competitive level and mix of pay for our executives. As part of our process, we review the level and mix of compensation paid to executives in similar positions at our peer companies. Although the Compensation and HR Committee refers to market data as a reference point in making compensation decisions and to understand whether our pay practices remain competitive, we do not benchmark a specific percentile for executive compensation. The Compensation and HR Committee reviews the compensation peer group annually in consultation with its compensation consultant, with the Compensation and HR Committee making any adjustments to the peer group based on the advice of management and its compensation consultant. The peer group consists of companies with which the Company competes for talent, customers, and shareholder investments, and which are generally similar in size and business mix. During the Compensation and HR Committee’s 2023 review of our peer group, it was determined that the below peer group, which aligns with our financial peer group, continues to be appropriate for the Company and will continue in effect until the next annual review.

  138. Role of Peer Group

    | Comerica Corporation | KeyCorp | Regions Financial Corporation | | Fifth Third Bancorp | M&T Bank Corporation | Truist Financial | | Huntington Bancshares | PNC Financial Services Group | U.S. Bancorp |

  139. Role of Peer Group

    The below chart represents the Company's position relative to companies in our peer group with regard to asset size as of December 31, 2023 and total revenue during the 2023 fiscal year.

  140. Role of Peer Group

    | 62 | 2024 Proxy Statement |

  141. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation and HR Committee retained Compensation Advisory Partners ("CAP") to provide guidance and advice on compensation-related matters during 2023. CAP has been directly selected and retained by the Compensation and HR Committee to provide a broad set of services pertaining to the compensation of our executives and our directors. The Compensation and HR Committee does not engage CAP for any additional services outside of executive and director compensation consulting, and they are not separately engaged by management for any services. In connection with CAP’s retention and on an annual basis, the Compensation and HR Committee conducts an assessment of potential conflicts of interest, considering various factors including the six factors mandated by the NYSE rules, and no conflicts of interest relating to its services have been identified. In addition, management retains AON McLagan to provide market compensation data. Input from CAP and market data provided by AON McLagan are each referenced by the Compensation and HR Committee when making executive compensation decisions.

  142. Stock Price Performance

    | | Total Shareholder Return | | | | | | 1-Year | 3-Year | 5-Year | Since CFG IPO | | Citizens | -10.9% | 5.7% | 39.8% | 95.5% | | Peer Group* | -0.6% | 11.1% | 33.5% | 78.4% | | KBW Nasdaq Bank Index | -0.9% | 7.8% | 31.6% | 70.2% |

  143. Performance Outcome for 2021 PSUs

    Performance Outcome for 2021 PSUs On February 14, 2024, the Compensation and HR Committee approved a final payout percentage of 135% of target for the PSUs granted in 2021 relating to the 2020 performance year (“2021 PSU Awards”). Half of each 2021 PSU Award was earned based on achievement of pre-established Diluted EPS goals and half was earned based on achievement of pre-established ROTCE goals during the performance period of 2021-2023, subject to the application of a +/- 10% TSR modifier based on TSR performance relative to the Company's peer group. Maximum payout level for these awards was 150% of target. Based on Company ROTCE and EPS results during the performance period as compared to the targets established for these awards in February 2021 when the grants were approved, these awards would have paid out at 150% without application of the TSR modifier. However, Company TSR relative to the peer group during the performance period was at the 22nd percentile. Because this outcome was below the 25th percentile for our peer group, the modifier was applied and resulted in a final payout of 135% of target. The below table reflects the ROTCE and Diluted EPS thresholds, targets, and results for the 2021 PSU Awards in addition to the underlying ROTCE and EPS results during the performance period. The ROTCE and Diluted EPS targets were established in February 2021 during the pandemic when there was a lot of uncertainty and are consistent with consensus estimates at that time.

  144. Performance Outcome for 2021 PSUs

    | Metric | 2021 PSU Award Targets | | | 2021-2023 Underlying Results(1) | % Earned Based on Core Metrics | % Earned After Application of TSR Modifier | | | Threshold | Target | Maximum | | | | | 3-Year Average ROTCE | 8.59% | 11.20% | 13.23% | 15.31% | 150% | 135% (150% * 0.9%) | | 3-Year Cumulative Diluted EPS | $8.64 | $11.77 | $14.05 | $14.06 | 150% | |

  145. Performance Outcome for 2021 PSUs

    (1)PSU assessments in prior proxy statements used Non-GAAP results for 2020 and 2021 that differ from the Non-GAAP results used in this assessment. See Appendix A for more information on Non-GAAP Financial Measures and Reconciliations.

  146. Performance Outcome for 2021 PSUs

    | Citizens Financial Group | 65 |

  147. NEO 2023 Performance Year Compensation

    | Bruce Van Saun Chairman and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | Year | Base Salary | Variable Compensation | | | | | Total Compensation | | | | | | Cash Bonus | RSUs | PSUs | Total | YoY % Change | Total | YoY % Change | | | 2023 | $1,487,000 | $2,097,000 | $2,306,700 | $3,984,300 | $8,388,000 | (19.1%) | $9,875,000 | (16.7%) | | | 2022 | $1,487,000 | $3,108,900 | $2,590,750 | $4,663,350 | $10,363,000 | 6.1% | $11,850,000 | 5.3% | | | 2021 | $1,487,000 | $2,928,900 | $2,440,750 | $4,393,350 | $9,763,000 | 29.1% | $11,250,000 | 24.3% |

  148. NEO 2023 Performance Year Compensation

    | John F. Woods Vice Chair and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | Year | Base Salary | Variable Compensation | | | | | Total Compensation | | | | | | Cash Bonus | RSUs | PSUs | Total | YoY % Change | Total | YoY % Change | | | 2023 | $700,000 | $887,500 | $976,250 | $1,686,250 | $3,550,000 | (12.3%) | $4,250,000 | (10.5%) | | | 2022 | $700,000 | $1,215,000 | $1,012,500 | $1,822,500 | $4,050,000 | 17.4% | $4,750,000 | 14.5% | | | 2021 | $700,000 | $1,105,000 | $837,500 | $1,507,500 | $3,450,000 | 21.5% | $4,150,000 | 17.2% |

  149. NEO 2023 Performance Year Compensation

    | Donald H. McCree III Vice Chair and Head of Commercial Banking | | | | | | | | | | | | | | | | | | | | | | | Year | Base Salary | Variable Compensation | | | | | Total Compensation | | | | | | Cash Bonus | RSUs | PSUs | Total | YoY % Change | Total | YoY % Change | | | 2023 | $700,000 | $875,000 | $962,500 | $1,662,500 | $3,500,000 | (13.6%) | $4,200,000 | (11.6%) | | | 2022 | $700,000 | $1,215,000 | $1,012,500 | $1,822,500 | $4,050,000 | 14.1% | $4,750,000 | 11.8% | | | 2021 | $700,000 | $1,065,000 | $887,500 | $1,597,500 | $3,550,000 | 23.3% | $4,250,000 | 18.7% |

  150. NEO 2023 Performance Year Compensation

    | Brendan Coughlin Vice Chair and Head of Consumer Banking | | | | | | | | | | | | | | | | | | | | | | | Year | Base Salary | Variable Compensation | | | | | Total Compensation | | | | | | Cash Bonus | RSUs | PSUs | Total | YoY % Change | Total | YoY % Change | | | 2023 | $625,000 | $812,500 | $893,750 | $1,543,750 | $3,250,000 | 15.0% | $3,875,000 | 12.3% | | | 2022 | $625,000 | $847,500 | $706,250 | $1,271,250 | $2,825,000 | 32.9% | $3,450,000 | 25.5% | | | 2021 | $625,000 | $637,500 | $531,250 | $956,250 | $2,125,000 | 49.1% | $2,750,000 | 34.1% |

  151. NEO 2023 Performance Year Compensation

    | Malcolm Griggs Former Executive Vice President and Chief Risk Officer | | | | | | | | | | | | | | | | | | | | | | | Year | Base Salary | Variable Compensation | | | | | Total Compensation | | | | | | Cash Bonus | RSUs | PSUs | Total | YoY % Change | Total | YoY % Change | | | 2023 | $550,000 | $665,000 | $1,235,000 | $— | $1,900,000 | (5.0%) | $2,450,000 | (3.9%) | | | 2022 | $550,000 | $800,000 | $600,000 | $600,000 | $2,000,000 | 7.2% | $2,550,000 | 6.3% | | | 2021 | $535,000 | $746,000 | $652,750 | $466,250 | $1,865,000 | 25.2% | $2,400,000 | 18.5% |

  152. Severance

    Severance Each of our active NEOs is party to an employment agreement that sets forth their respective compensation and benefits, including severance benefits available in certain circumstances. For details, see “Termination of Employment and Change of Control” below.

  153. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The CFG Voluntary Executive Nonqualified Deferred Compensation Plan was adopted effective as of January 1, 2009 and does not offer any matching contributions or provide for above-market earnings. During 2023, Mr. Van Saun was the only NEO who participated in the CFG Voluntary Executive Nonqualified Deferred Compensation Plan. For a description of the material terms of this deferred compensation plan, see the narrative following the 2023 Nonqualified Deferred Compensation table below.

  154. Process for Approval of Equity Grants

    Process for Approval of Equity Grants We do not grant equity awards in anticipation of the release of material, non-public information, nor do we time the release of material, non-public information based on equity grant dates. The Compensation and HR Committee has delegated the authority to make off-cycle equity grants under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan ("2014 Omnibus Plan") to participants other than our executives to the Equity Committee of the Board, which is comprised of our Chairman and CEO, subject to limits designated by the Compensation and HR Committee.

  155. 2023 Summary Compensation Table

    2023 Summary Compensation Table This 2023 Summary Compensation Table reflects the compensation of our NEOs in accordance with SEC reporting rules, which require that cash awards be disclosed in the year earned and that equity grants be disclosed in the year of grant (regardless of whether they were earned for performance during that year or the prior year).

  156. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Bruce Van Saun, Chairman and Chief Executive Officer | 2023 | 1,487,000 | 2,097,000 | 7,345,937 | — | 145,334 | 11,075,271 | | | 2022 | 1,487,000 | 3,108,900 | 6,920,896 | — | 186,992 | 11,703,788 | | | 2021 | 1,487,000 | 2,928,900 | 7,840,912 | — | 173,264 | 12,430,076 | | John F. Woods, Vice Chair and Chief Financial Officer | 2023 | 700,000 | 887,500 | 2,870,888 | — | 49,307 | 4,507,695 | | | 2022 | 700,000 | 1,215,000 | 2,374,765 | — | 42,790 | 4,332,555 | | | 2021 | 700,000 | 1,105,000 | 3,005,551 | — | 26,015 | 4,836,566 | | Donald H. McCree III, Vice Chair and Head of Commercial Banking | 2023 | 700,000 | 875,000 | 2,870,888 | — | 36,670 | 4,482,558 | | | 2022 | 700,000 | 1,215,000 | 2,516,542 | — | 29,575 | 4,461,117 | | | 2021 | 700,000 | 1,065,000 | 3,033,796 | — | 20,000 | 4,818,796 | | Brendan Coughlin, Vice Chair and Head of Consumer Banking | 2023 | 625,000 | 812,500 | 2,002,526 | 8,727 | 18,150 | 3,466,903 | | | 2022 | 625,000 | 847,500 | 1,506,394 | — | 16,775 | 2,995,669 | | | 2021 | 625,000 | 637,500 | 1,181,250 | — | — | 2,443,750 | | Malcolm Griggs, Former Executive Vice President and Chief Risk Officer | 2023 | 550,000 | 665,000 | 1,211,773 | — | 18,150 | 2,444,923 | | | 2022 | 546,539 | 800,000 | 1,128,186 | — | 41,775 | 2,516,500 | | | 2021 | 535,000 | 746,000 | 1,199,100 | — | 25,000 | 2,505,100 |

  157. 2023 Summary Compensation Table

    (1)Mr. Coughlin's annualized salary was increased to $700,000 effective as of February 5, 2024, which is commensurate with his responsibilities and aligns him with other key members of senior management. (2)Amounts in this column reflect the cash portion of annual variable compensation awards for the 2023, 2022, and 2021 performance years. Mr. Van Saun elected to defer 50% of the cash portion of his 2023 variable compensation ($1,048,500 out of $2,097,000) pursuant to the CFG Voluntary Executive Nonqualified Deferred Compensation Plan, which is discussed in the narrative following the 2023 Nonqualified Deferred Compensation table. (3)Amounts in this column for 2023 reflect the aggregate grant date fair value of RSUs and PSUs granted in March 2023 as part of 2022 performance year compensation. The fair value of awards has been calculated in accordance with FASB ASC 718, using the valuation methodology and assumptions set forth in Note 18 to the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, which are hereby incorporated by reference. For PSUs granted in 2023, the amounts above were calculated based on the probable outcome of the performance conditions as of the service inception date, and represent the value of the target number of units granted consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the service inception date under FASB ASC 718. Maximum payout level for our annual 2023 PSUs is 150% of target. At the maximum payout level, these values for Mr. Van Saun would be $7,132,822, for Mr. Woods would be $2,787,566, for Mr. McCree would be $2,787,566, for Mr. Coughlin would be $1,944,397, and for Mr. Griggs would be $917,676. For a breakdown of all awards granted during 2023, see the 2023 Grants of Plan-Based Awards table. (4)The only NEO eligible to participate in our Pension Plan is Mr. Coughlin. During the period of January 1, 2023 to December 31, 2023, the pension value for Mr. Coughlin increased by $8,727; this includes an increase of $3,970 due to changes in assumptions underlying the present value calculations and an increase of $4,757 due to the effect of Mr. Coughlin being one year closer to his assumed retirement age. See commentary following the 2023 Pension Benefits table for more details on the assumptions used to determine the present value.

  158. 2023 Summary Compensation Table

    | Citizens Financial Group | 73 |

  159. 2023 Summary Compensation Table

    (5)The below table reflects 2023 amounts included as “All Other Compensation” for each NEO. For Mr. Van Saun, the “Other” column in the below table includes the value attributable to personal use of the Company car ($16,960) and financial planning services ($24,000). The amount in the "Other" column for Mr. Woods reflects the value of financial planning services and for Mr. McCree reflects the cost of parking near our Boston office. The cost associated with personal use of the Company car by Mr. Van Saun has been calculated based on variable vehicle costs (including maintenance, fuel, and tolls), variable driver costs (overtime and bonus), and the percentage of miles driven for personal versus business use. The cost associated with personal use of the Company aircraft by Mr. Van Saun has been calculated based on hourly variable costs to operate the aircraft (including fuel, warranty costs, landing fees, mechanical expenses, and private passenger terminal fees) as well as crew travel and other expenses, using average 2022 hourly aircraft variable costs and crew expense rates. In addition, on two occasions during 2023 Mr. Van Saun’s spouse accompanied him on a business trip on the Company aircraft; however, no amounts are included below related to those trips because there was no incremental cost to the Company.

  160. 2023 Summary Compensation Table

    | Name | 401(k) Company Contribution ($) | Charitable Matching Contribution ($) | Personal Use of Aircraft ($) | Other ($) | Total ($) | | Bruce Van Saun | 18,150 | 50,000 | 36,224 | 40,960 | 145,334 | | John F. Woods | 18,150 | 14,000 | — | 17,157 | 49,307 | | Donald H. McCree III | 4,950 | 25,000 | — | 6,720 | 36,670 | | Brendan Coughlin | 18,150 | — | — | — | 18,150 | | Malcolm Griggs | 18,150 | — | — | — | 18,150 |

  161. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  162. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Bruce Van Saun | 3/1/2023(2) | — | — | — | 62,262 | 2,590,722 | | | 3/1/2023(3) | 56,036 | 112,072 | 168,108 | — | 4,755,215 | | John F. Woods | 3/1/2023(2) | — | — | — | 24,333 | 1,012,496 | | | 3/1/2023(3) | 21,899 | 43,799 | 65,698 | — | 1,858,392 | | Donald H. McCree III | 3/1/2023(2) | — | — | — | 24,333 | 1,012,496 | | | 3/1/2023(3) | 21,899 | 43,799 | 65,698 | — | 1,858,392 | | Brendan Coughlin | 3/1/2023(2) | — | — | — | 16,973 | 706,247 | | | 3/1/2023(3) | 15,275 | 30,551 | 45,826 | — | 1,296,279 | | Malcolm Griggs | 3/1/2023(2) | — | — | — | 14,419 | 599,975 | | | 3/1/2023(3) | 7,209 | 14,419 | 21,628 | — | 611,798 |

  163. 2023 Grants of Plan-Based Awards

    (1)Amounts in this column reflect the grant date fair value of awards calculated in accordance with FASB ASC 718, using the valuation methodology and assumptions set forth in Note 18 to the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, which are hereby incorporated by reference. For PSUs, the amounts above were calculated based on the probable outcome of the performance conditions as of the service inception date and represent the target number of units, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the service inception date under FASB ASC 718. (2)Represents RSUs granted under the 2014 Omnibus Plan in 2023 for performance year 2022 that vest ratably over three years. Cash dividends on unvested RSUs are accrued during the vesting period, but are only paid if and when the awards vest. (3)Represents PSUs granted under the 2014 Omnibus Plan in 2023 for performance year 2022, with ultimate payouts to be based half on ROTCE and half on Diluted EPS in addition to a +/-20% relative TSR modifier, in each case during the performance period of 2023-2025 and with an overall maximum payout of 150% of target. Cash dividends on unvested PSUs are accrued during the vesting period, but are only paid if and when the awards vest. For more detail, see “Compensation Discussion and Analysis—Elements of our Compensation Program—Variable Compensation Mix.”

  164. 2023 Grants of Plan-Based Awards

    | 74 | 2024 Proxy Statement |

  165. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows, for each NEO, the outstanding equity awards held as of December 31, 2023. These awards include RSUs and PSUs granted in years 2021, 2022, and 2023.

  166. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Unit or Other Rights That Have Not Vested ($)(1) | | Bruce Van Saun | | | | | | 2021 RSUs(2) | 14,226 | 471,450 | — | — | | 2021 PSUs(3) | 103,712 | 3,437,016 | — | — | | 2022 RSUs(4) | 33,507 | 1,110,422 | — | — | | 2022 PSUs(5) | — | — | 90,472 | 2,998,242 | | 2023 RSUs(6) | 62,262 | 2,063,363 | — | — | | 2023 PSUs(7) | — | — | 84,054 | 2,785,550 | | John F. Woods | | | | | | 2021 RSUs(2) | 5,342 | 177,034 | — | — | | 2021 PSUs(3) | 38,944 | 1,290,604 | — | — | | 2022 RSUs(4) | 11,497 | 381,011 | — | — | | 2022 PSUs(5) | — | — | 31,044 | 1,028,798 | | 2023 RSUs(6) | 24,333 | 806,396 | — | — | | 2023 PSUs(7) | — | — | 32,849 | 1,088,616 | | Donald H. McCree III | | | | | | 2021 RSUs(2) | 5,417 | 179,519 | — | — | | 2021 PSUs(3) | 39,494 | 1,308,831 | — | — | | 2022 RSUs(4) | 12,183 | 403,745 | — | — | | 2022 PSUs(5) | — | — | 32,897 | 1,090,207 | | 2023 RSUs(6) | 24,333 | 806,396 | — | — | | 2023 PSUs(7) | — | — | 32,849 | 1,088,616 | | Brendan Coughlin | | | | | | 2021 RSUs(2) | 2,680 | 88,815 | — | — | | 2021 PSUs(3) | 19,540 | 647,556 | — | — | | 2022 RSUs(4) | 7,293 | 241,690 | — | — | | 2022 PSUs(5) | — | — | 19,692 | 652,593 | | 2023 RSUs(6) | 16,973 | 562,485 | — | — | | 2023 PSUs(7) | — | — | 22,913 | 759,337 | | Malcolm Griggs | | | | | | 2021 RSUs(2) | 3,923 | 130,008 | — | — | | 2021 PSUs(3) | 11,350 | 376,139 | — | — | | 2022 RSUs(4) | 8,961 | 296,968 | — | — | | 2022 PSUs(5) | — | — | 9,601 | 318,177 | | 2023 RSUs(6) | 14,419 | 477,846 | — | — | | 2023 PSUs(7) | — | — | 10,814 | 358,376 |

  167. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Citizens Financial Group | 75 |

  168. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)The values in these columns have been calculated by multiplying the number of shares outstanding as of December 31, 2023 by $33.14, the closing price of a Company share on the NYSE on December 29, 2023, which was the last trading date of the year. (2)These amounts reflect RSUs granted in March 2021 for the 2020 performance year under the 2014 Omnibus Plan, which had one remaining installment scheduled to vest on March 1, 2024. (3)These amounts reflect PSUs granted in March 2021 for the 2020 performance year under the 2014 Omnibus Plan, which were scheduled to vest on March 1, 2024 following the end of the three-year performance period of January 1, 2021 through December 31, 2023, based half on ROTCE and half on Diluted EPS in addition to a +/-10% relative TSR modifier. For more detail, see “Compensation Discussion and Analysis—Elements of our Compensation Program—Variable Compensation Mix.” The Compensation and HR Committee approved the assessment of these awards in February 2024, as described earlier in “Compensation Discussion and Analysis—Evaluating Performance and Determining Compensation —Performance Outcome for 2021 PSUs,” with actual performance levels reflected. (4)These amounts reflect RSUs granted in March 2022 for the 2021 performance year under the 2014 Omnibus Plan, which had two remaining equal installments scheduled to vest on March 1, 2024 and 2025. (5)These amounts reflect PSUs granted in March 2022 for the 2021 performance year under the 2014 Omnibus Plan, which are scheduled to vest on March 1, 2025 following the end of the three-year performance period of January 1, 2022 through December 31, 2024, based half on ROTCE and half on Diluted EPS in addition to a +/-10% relative TSR modifier. For more detail, see “Compensation Discussion and Analysis—Elements of our Compensation Program—Variable Compensation Mix.” Based on performance through December 31, 2023, amounts in this row reflect overall 100% of target level of performance, with maximum performance level reflected for ROTCE and threshold performance level reflected for Diluted EPS, and which incorporate the impact of the TSR modifier as applicable. (6)These amounts reflect RSUs granted in March 2023 for the 2022 performance year under the 2014 Omnibus Plan, which had three remaining equal installments scheduled to vest on March 1, 2024, 2025, and 2026. (7)These amounts reflect PSUs granted in March 2023 for the 2022 performance year under the 2014 Omnibus Plan, which are scheduled to vest on March 1, 2026 following the end of the three-year performance period of January 1, 2023 through December 31, 2025, based half on ROTCE and half on Diluted EPS in addition to a +/-20% relative TSR modifier. For more detail, see “Compensation Discussion and Analysis—Elements of our Compensation Program—Variable Compensation Mix.” Based on performance through December 31, 2023, amounts in this row reflect overall 75% of target level of performance, with target performance level reflected for ROTCE and threshold performance level reflected for Diluted EPS, and which incorporate the impact of the TSR modifier as applicable.

  169. Stock Vested in 2023

    Stock Vested in 2023

  170. Stock Vested in 2023

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Bruce Van Saun | 232,600 | $8,540,585 | | John F. Woods | 86,972 | $3,169,750 | | Donald H. McCree III | 90,367 | $3,307,266 | | Brendan Coughlin | 21,108 | $797,822 | | Malcolm Griggs | 35,332 | $1,330,186 |

  171. Stock Vested in 2023

    (1)Amounts reflect Company shares issued under the 2014 Omnibus Plan in connection with the vesting of equity-based awards in 2023. (2)The values reflected in this column were calculated by multiplying the number of shares that vested by the closing price of a Company share on the NYSE on each applicable vesting date during 2023.

  172. Stock Vested in 2023

    | 76 | 2024 Proxy Statement |

  173. 2023 Pension Benefits

    2023 Pension Benefits

  174. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(2) | Present Value of Accumulated Benefits($)(3) | | Bruce Van Saun | — | — | — | | John F. Woods | — | — | — | | Donald H. McCree III | — | — | — | | Brendan Coughlin(1) | CFG Pension Plan | 8.3553 | 91,195 | | Malcolm Griggs | — | — | — |

  175. 2023 Pension Benefits

    (1)Mr. Coughlin is the only NEO eligible to participate in the Pension Plan. (2)After December 31, 2012, there were no further benefit accruals under the Pension Plan. Therefore, an eligible colleague’s actual years of service may be more than such colleague’s years of credited service under the Pension Plan. (3)For Mr. Coughlin, the present value of accumulated benefits on December 31, 2023 was calculated using the same actuarial assumptions used by the Company for GAAP financial reporting purposes, except where different assumptions are required. The following are the key assumptions used: (i) a discount rate of 5.30%; (ii) a retirement age of 62, as required (the earliest unreduced retirement age under the Pension Plan); (iii) a mortality assumption reflecting generational mortality improvement using Scale MP-2021 for males; and (iv) no pre-retirement decrements, as required. We sponsor the Pension Plan, which is a non-contributory defined benefit pension plan that is qualified under Section 401(a) of the Code. The Pension Plan was closed to new hires and re-hires effective January 1, 2009 and benefit accruals for all participants were frozen effective December 31, 2012. Regular full-time and part-time colleagues of the Company who were hired before January 1, 2009 and completed one year of service were eligible for benefits under the Pension Plan. The benefit under the Pension Plan for colleagues is currently calculated using a formula based on a colleague’s “average gross compensation” (defined under the Pension Plan as a participant’s average eligible compensation during five years of employment (whether or not consecutive) prior to December 31, 2012 yielding the highest average), subject to limitations imposed by the Internal Revenue Service. Eligible compensation generally includes all taxable compensation, other than certain equity-based and non-recurring amounts. The formula generally provides for a benefit of 1% of average gross compensation multiplied by each year of the participant’s credited service, with such benefit percentage varying depending on the colleague’s hire date and retirement date, as specified under the Pension Plan. Benefits under the Pension Plan are generally payable in the form of a monthly annuity, though benefits under the Pension Plan may be received as a lump sum payment. A participant’s pension benefit under the Pension Plan vests in full upon the earlier of completion of five years of service or the attainment of normal retirement date. Normal retirement date is the later of attainment of age 65 or the fifth anniversary of the date the participant commenced participation in the Pension Plan. Participants may begin receiving full retirement benefits on the first day of the month coincident with or immediately following the normal retirement date and may be eligible for reduced benefits if retiring after attainment of age 55 with a minimum of five years of vesting service. Participants who retire after attainment of age 55 with a minimum of twenty years of vesting service are eligible to receive unreduced retirement benefits, starting at age 62. Mr. Coughlin became a participant in the Pension Plan on September 1, 2005 and will be eligible to receive unreduced early retirement benefits under the Pension Plan commencing at age 62, provided that he remains actively employed at Citizens through age 55.

  176. 2023 Pension Benefits

    | Citizens Financial Group | 77 |

  177. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  178. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($) | | Bruce Van Saun(1) | 1,048,500 | 3,233,642 | 22,425,524 | | John F. Woods | — | — | — | | Donald H. McCree III | — | — | — | | Brendan Coughlin(1) | — | 22,582 | 136,060 | | Malcolm Griggs | — | — | — |

  179. 2023 Nonqualified Deferred Compensation

    (1)The material terms of the CFG Voluntary Executive Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan") are described in the narrative below. Executive contributions by Mr. Van Saun in the last fiscal year include the deferred portion of his 2023 variable compensation paid in cash during 2024 ($1,048,500, which is included in the “Bonus” column of the 2023 Summary Compensation Table). Mr. Van Saun’s aggregate balance at last fiscal year-end includes $16,080,926, which has been reported as compensation in summary compensation tables for previous years. Mr. Coughlin had no contributions during the last fiscal year; Mr. Coughlin’s aggregate balance at last fiscal year-end includes $12,500 that was reported as compensation in the 2021 Summary Compensation Table. (2)For Messrs. Van Saun and Coughlin, the amounts in this column reflect the earnings on their deferred compensation plan accounts during 2023. We sponsor the Deferred Compensation Plan, which does not offer any matching contributions or provide for above-market earnings. During 2023, Mr. Van Saun was the only NEO who contributed to the plan, and he elected to defer 50% of the cash portion of his 2023 cash variable compensation award. Plan eligibility is limited to colleagues who have total compensation equal to or exceeding the Code Section 401(a)(17) limit for the relevant plan year. Participants are permitted to defer between 1% and 80% of their base salary and/or annual cash bonus. Participants select the allocation of their accounts among investment indices available under the plan. Our Board has the power to amend the plan at any time, as long as the amount accrued to the date of amendment in any account under the plan is not decreased or otherwise restricted. In addition, following a termination of employment, participants in the Deferred Compensation Plan are entitled to receive amounts that have been deferred under that plan.

  180. 2023 Nonqualified Deferred Compensation

    | 78 | 2024 Proxy Statement |

  181. Potential Payments Table

    Potential Payments Table The following table summarizes estimated payments and benefits that would have been provided to our NEOs pursuant to their employment agreements, our severance practice, and the terms of outstanding awards in connection with a termination of employment under various scenarios or a change of control, assuming such event occurred on December 31, 2023. For a summary of the material terms of the outstanding equity awards, the severance to which NEOs would be entitled, and the terms and conditions of our NEOs’ employment agreements, see “—Equity Awards”, “—Severance” and “—Employment Agreements with Our NEOs” above.

  182. Potential Payments Table

    | Name | Voluntary Termination ($)(15) | Voluntary Termination with Good Reason ($) | Not for Cause Termination ($) | For Cause Termination ($) | Change of Control Qualifying Termination ($) | Change of Control Only (No Related Termination) ($) | Death ($) | Disability ($) | Retirement ($) | | Bruce Van Saun | | | | | | | | | | | Cash Payment | 4,403,700(4) | 5,477,250(5) | 5,477,250(5) | — | 14,474,000(6) | — | 2,503,250(7) | 743,500(8) | 2,097,000(9) | | Equity Awards(1) | — | 13,794,558(10) | 13,794,558(10) | — | 13,794,558(10) | — | 13,794,558(10) | 13,794,558(10) | 20,085,558(11) | | Health Benefits(2) | — | 1,118 | 1,118 | — | 1,118 | — | — | — | — | | Outplacement Services(3) | — | 7,284 | 7,284 | — | 7,284 | — | — | — | — | | Total | 4,403,700 | 19,280,210 | 19,280,210 | — | 28,276,960 | — | 16,297,808 | 14,538,058 | 22,182,558 | | John F. Woods | | | | | | | | | | | Cash Payment | — | — | 350,000(12) | — | 4,607,500(13) | — | — | — | — | | Equity Awards(1) | — | — | 3,683,842(14) | — | 5,135,341(14) | — | 5,135,341(14) | 5,135,341(14) | 5,135,341(14) | | Health Benefits(2) | — | — | 1,479 | — | 1,479 | — | — | — | — | | Outplacement Services(3) | — | — | 7,284 | — | 7,284 | — | — | — | — | | Total | — | — | 4,042,605 | — | 9,751,604 | — | 5,135,341 | 5,135,341 | 5,135,341 | | Donald H. McCree III | | | | | | | | | | | Cash Payment | — | — | 350,000(12) | — | 4,555,000(13) | — | — | — | — | | Equity Awards(1) | — | — | 3,788,697(14) | — | 5,240,196(14) | — | 5,240,196(14) | 5,240,196(14) | 5,240,196(14) | | Health Benefits(2) | — | — | 1,053 | — | 1,053 | — | — | — | — | | Outplacement Services(3) | — | — | 7,284 | — | 7,284 | — | — | — | — | | Total | — | — | 4,147,034 | — | 9,803,533 | — | 5,240,196 | 5,240,196 | 5,240,196 | | Brendan Coughlin | | | | | | | | | | | Cash Payment | — | — | 456,731(12) | — | 3,547,500(13) | — | — | — | — | | Equity Awards(1) | — | — | 2,193,139(14) | — | 3,205,599(14) | — | 3,205,599(14) | 3,205,599(14) | 3,205,599(14) | | Health Benefits(2) | — | — | 1,635 | — | 1,635 | — | — | — | — | | Outplacement Services(3) | — | — | 7,284 | — | 7,284 | — | — | — | — | | Total | — | — | 2,658,789 | — | 6,762,018 | — | 3,205,599 | 3,205,599 | 3,205,599 | | Malcolm Griggs | | | | | | | | | | | Cash Payment | — | — | 275,000(12) | — | 3,311,000(13) | — | — | — | — | | Equity Awards(1) | — | — | 1,599,138(14) | — | 2,076,983(14) | — | 2,076,983(14) | 2,076,983(14) | 2,076,983(14) | | Health Benefits(2) | — | — | 1,053 | — | 1,053 | — | — | — | — | | Outplacement Services(3) | — | — | 7,284 | — | 7,284 | — | — | — | — | | Total | — | — | 1,882,475 | — | 5,396,320 | — | 2,076,983 | 2,076,983 | 2,076,983 |

  183. Potential Payments Table

    (1)These amounts include the value of equity-based awards expected to vest, with values determined by multiplying the number of shares subject to outstanding awards by $33.14, which is the closing price of a Company share on the NYSE on December 29, 2023, which was the last trading day during the year. In circumstances where PSUs are expected to vest: (i) 2021 PSU awards are reflected based on the actual level of performance assessed by the Compensation and HR Committee in February 2024; and (ii) 2022 and 2023 PSU awards are reflected at target.

  184. Potential Payments Table

    | 84 | 2024 Proxy Statement |

  185. Potential Payments Table

    (2)These amounts reflect the cost of COBRA benefit continuation coverage for one month under the plan in which the particular executive is enrolled, less the monthly active colleague rate for those benefits. This represents the benefit received by the NEOs as a result of receiving coverage at active colleague rates for one month, when they would have otherwise been required to elect COBRA to receive continued coverage. (3)These amounts reflect the cost for us to provide outplacement services for executive level colleagues for 12 months under our outplacement policy. (4)This amount includes a pro-rata portion of Mr. Van Saun’s 2023 variable compensation, excluding performance-based awards. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of his variable compensation and related mix for the 2023 performance year. (5)This amount reflects the sum of (i) two times Mr. Van Saun’s base salary and (ii) a pro-rata portion of his target cash bonus for 2023. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of his target variable compensation and related mix for the 2023 performance year. (6)This amount reflects (i) three times the sum of Mr. Van Saun’s (a) base salary and (b) target cash bonus for 2023, plus (ii) a pro-rata portion of his target cash bonus for 2023. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of his target variable compensation and related mix for the 2023 performance year. (7)This amount reflects a pro-rata portion of Mr. Van Saun’s target cash bonus for 2023. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of his target variable compensation and related mix for the 2023 performance year. Although Mr. Van Saun’s estate would also receive continuation of base salary for the month in which his death occurs, no salary has been included in this table because a termination date of December 31, 2023 is assumed. (8)This amount reflects six months of base salary, which would be paid to Mr. Van Saun prior to his receipt of long-term disability benefits. (9)This amount includes a pro-rata portion of Mr. Van Saun’s cash bonus for 2023. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of his variable compensation and related mix for the 2023 performance year. (10)For a description of the treatment of Mr. Van Saun’s outstanding equity awards, please see “—Termination of Employment and Change of Control—Employment Agreements with Our NEOs—Employment Agreement with Mr. Van Saun.” (11)For a description of the treatment of Mr. Van Saun’s outstanding equity awards, please see “—Termination of Employment and Change of Control—Employment Agreements with Our NEOs—Employment Agreement with Mr. Van Saun.” This amount also includes a pro-rata portion of Mr. Van Saun’s 2023 equity-based variable compensation. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of his variable compensation and related mix for the 2023 performance year. (12)This amount reflects two weeks of base salary for each full year of service completed, with a minimum of 26 weeks of base salary. (13)This amount reflects (i) two times the sum of (a) base salary and (b) the average cash bonus paid for 2023, 2022, and 2021, plus (ii) a pro-rata portion of the average cash bonus paid for 2023, 2022, and 2021. Because the assumed termination date is December 31, 2023, the full award is reflected, based on the amount of each NEO's variable compensation and related mix for the 2023 performance year. (14)For a description of the treatment of outstanding equity awards held by NEOs other than Mr. Van Saun, please see “—Termination of Employment and Change of Control—Equity Awards.” (15)Voluntary termination for purposes of this table differs from “Retirement” in that it assumes our NEOs terminate voluntarily and engage in competitive activity by becoming employed by another financial services company, as opposed to retiring.

  186. Potential Payments Table

    | Citizens Financial Group | 85 |

  187. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the ratio of the annual total compensation of our CEO, Bruce Van Saun, to our median employee’s annual total compensation. For the year ended December 31, 2023: •The annual total compensation for Mr. Van Saun as reported in the 2023 Summary Compensation Table was $11,075,271. •The annual total compensation of our median employee was $74,287. •The resulting ratio of Mr. Van Saun’s annual total compensation to that of our median employee is 149 to 1. During 2022, Citizens closed the HSBC, Investors Bancorp, Inc., Paladin Advisors, DH Capital, and College Raptor acquisitions, resulting in approximately 2,150 employees joining the Company. We have determined that the colleagues joining our Company in connection with acquisitions during 2022 changed our population significantly enough to require re-identification of a new median employee from our total population, including colleagues joining from acquisitions.

  188. CEO Pay Ratio

    | 86 | 2024 Proxy Statement |

  189. CEO Pay Ratio

    To identify our median employee, we reviewed our employee population as of November 30, 2023 and the amount of their compensation for the period of January 1, 2023 through November 30, 2023 as would be reported to the Internal Revenue Service in Box 1, which we determined reasonably reflects the compensation of our employees. We did not annualize the compensation for any of our employees who were only employed for part of the year. In addition, we did not make any cost-of-living adjustments in identifying the median employee because all our colleagues are located in the United States. This analysis included all of our part-time and full-time employees as of November 30, 2023. Once we identified our median employee, we calculated and combined all of the elements of this employee’s compensation for the full 2023 year in accordance with the requirements of Item 402(u) of Regulation S-K.

  190. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. For a complete description regarding the Company’s compensation program, please see our “Compensation Discussion and Analysis.” Information regarding the total direct compensation paid to our executive team for the 2023 performance year can be found in “Compensation Discussion and Analysis—2023 Compensation Decisions.”

  191. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income (millions)(7) | Underlying ROTCE(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2023 | $11,075,271 | $8,577,572 | $3,725,520 | $2,979,734 | $98.6 | $96.7 | $1,608 | 13.5% | | 2022 | $11,703,788 | $10,144,803 | $3,576,460 | $3,105,059 | $110.7 | $97.5 | $2,073 | 16.4% | | 2021 | $12,430,076 | $19,447,714 | $3,651,053 | $5,448,493 | $127.8 | $124.1 | $2,319 | 16.0% | | 2020 | $14,335,323 | $3,575,870 | $4,106,055 | $1,414,681 | $93.3 | $89.7 | $1,057 | 7.5% |

  192. Pay Versus Performance

    (1)These amounts reflect the total compensation reported for Mr. Van Saun (our CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. (2)These amounts reflect the “compensation actually paid” to Mr. Van Saun, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Van Saun during the applicable year. The adjustments in the below table were made to Mr. Van Saun’s total compensation in the Summary Compensation Table for each year to determine the “compensation actually paid” pursuant to Item 402(v) of Regulation S-K. Mr. Van Saun is not eligible to participate in the Pension Plan so no related adjustments have been made to the below. In addition, changes to prior years' “compensation actually paid” amounts have been made based on additional guidance provided in the SEC's compliance and disclosure interpretations ("C&DIs") regarding the treatment of accrued dividend equivalents.

  193. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Exclusion of Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | | | | Compensation Actually Paid to PEO | | | | | Year End Fair Value of Equity Awards Granted in the Applicable Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | Change in Fair Value from the Prior Year End to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Applicable Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | | | 2023 | $11,075,271 | $(7,345,937) | $4,763,177 | $(384,923) | $(368,255) | $838,239 | $8,577,572 | | 2022 | $11,703,788 | $(6,920,896) | $5,610,361 | $(2,314,148) | $1,263,537 | $802,161 | $10,144,803 | | 2021 | $12,430,076 | $(7,840,912) | $8,047,746 | $4,684,437 | $1,371,299 | $755,068 | $19,447,714 | | 2020 | $14,335,323 | $(10,422,527) | $6,312,427 | $(5,538,255) | $(1,469,820) | $358,722 | $3,575,870 |

  194. Pay Versus Performance

    | Citizens Financial Group | 87 |

  195. Pay Versus Performance

    (a)Represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following equity adjustments were omitted from this table because there was nothing to report: (i) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; and (ii) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. (3)These amounts reflect the average total compensation reported for the Company’s NEOs as a group (excluding Mr. Van Saun) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Van Saun) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, 2022, and 2021, John Woods, Don McCree, Brendan Coughlin, and Malcolm Griggs; and (ii) for 2020, John Woods, Don McCree, Malcolm Griggs, and Susan LaMonica. (4)These amounts reflect the average “compensation actually paid” to the NEOs as a group (excluding Mr. Van Saun), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the applicable NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the below table were made to average total compensation for the NEOs as a group (excluding Mr. Van Saun) for each year to determine the “compensation actually paid”, using the same methodology described above in footnote 2. Mr. Coughlin is the only NEO eligible to participate in the Pension Plan. However, because the Pension Plan has been frozen since 12/31/2012, the service cost for all years after 2012 is $0, and there have not been any plan amendments which would impact the benefit amount for past service. As such, in accordance with Item 402(v) of Regulation S-K, no amounts were added into "compensation actually paid" for service cost or prior service cost. In addition, changes to prior years' “compensation actually paid” amounts have been made based on additional guidance provided in the SEC's C&DIs regarding the treatment of accrued dividend equivalents.

  196. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Average Reported Value of Equity Awards(a) | Exclusion of Average Reported Change in Pension Value | Equity Award Adjustments(b) | | | | Average Compensation Actually Paid to Non-PEO NEOs | | | | | | Average Year End Fair Value of Equity Awards Granted in the Applicable Year | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | Average Change in Fair Value from the Prior Year End to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Applicable Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | | | 2023 | $3,725,520 | $(2,239,019) | $(2,182) | $1,461,663 | $(107,222) | $(88,188) | $229,162 | $2,979,734 | | 2022 | $3,576,460 | $(1,881,472) | $— | $1,525,208 | $(589,759) | $265,861 | $208,761 | $3,105,059 | | 2021 | $3,651,053 | $(2,104,924) | $— | $2,166,478 | $1,186,338 | $352,886 | $196,662 | $5,448,493 | | 2020 | $4,106,055 | $(2,726,734) | $— | $1,721,410 | $(1,418,425) | $(368,512) | $100,887 | $1,414,681 |

  197. Pay Versus Performance

    (a)Represents the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following equity adjustments were omitted from this table because there was nothing to report: (i) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; and (ii) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. (5)Total Shareholder Return is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment in the security, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. (6)The peer group used for this purpose is the KBW Nasdaq Bank Index and the Total Shareholder Return is calculated using the same methodology described above in footnote 5. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Results are presented on an Underlying basis, as applicable. See Appendix A for more information on Non-GAAP Financial Measures and Reconciliations. Underlying ROTCE is defined as net income available to common shareholders divided by average common equity excluding average goodwill (net of related deferred tax liabilities) and average other intangible assets. While the Company uses

  198. Pay Versus Performance

    | 88 | 2024 Proxy Statement |

  199. Pay Versus Performance

    numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Underlying ROTCE is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link NEO compensation for the most recently completed fiscal year to Company performance. The graph below illustrates the trend in “compensation actually paid” over the last four years to our TSR performance, as well as our TSR relative to the KBW Nasdaq Bank Index ("BKX"). This illustrates for each year presented below, our compensation moved in alignment with our TSR performance, increasing in 2021 and decreasing in 2022 and 2023, and that our TSR performance was stronger than the BKX during all four time periods.

  200. Pay Versus Performance

    | Compensation Actually Paid vs. TSR Performance |

  201. Pay Versus Performance

    | n | PEO Pay | n | Average NEO Pay | – | CFG TSR | – | BKX TSR |

  202. Pay Versus Performance

    Additionally, the following graphs illustrate the trend in “compensation actually paid” over the last four years relative to our GAAP Net Income and Underlying ROTCE. This illustrates that for each year presented below, our compensation moved in alignment with our GAAP Net Income and Underlying ROTCE, except from 2021 to 2022 when our Underlying ROTCE improved while compensation decreased.

  203. Pay Versus Performance

    | Citizens Financial Group | 89 |

  204. Pay Versus Performance

    | Compensation Actually Paid vs. GAAP Net Income |

  205. Pay Versus Performance

    | n | PEO Pay | n | Average NEO Pay | – | GAAP Net Income |

  206. Pay Versus Performance

    | Compensation Actually Paid vs. Underlying ROTCE* |

  207. Pay Versus Performance

    | n | PEO Pay | n | Average NEO Pay | – | Underlying ROTCE* |

  208. Pay Versus Performance

    As also required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, below is a list of the most important financial measures used by the Compensation and HR Committee to link executive compensation to Company performance for the 2023 performance year. •Underlying ROTCE •Underlying Earnings per Share •Underlying Efficiency Ratio * See Appendix A for information on Non-GAAP Financial Measures and Reconciliations and their calculation or reconciliation to GAAP financial measures.

  209. Pay Versus Performance

    | 90 | 2024 Proxy Statement |

  210. Pay Versus Performance

    | PROPOSAL 4 | Approve the Amended & Restated 2014 Omnibus Incentive Plan | | | | We are asking shareholders to approve this plan to provide the Company with the continued ability to grant employees equity-based awards following the upcoming expiration of the current plan in September 2024 on the tenth anniversary of its effective date. | | | | | The Board recommends a vote FOR approval of the Amended & Restated 2014 Omnibus Incentive Plan. |

  211. Pay Versus Performance

    We currently maintain the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (last amended and restated on June 20, 2019, the “Original Omnibus Plan”), which is scheduled to expire on September 29, 2024. On February 15, 2024, upon the recommendation of the Compensation and HR Committee, the Board unanimously approved the Amended & Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the “A&R Omnibus Plan”) and directed that this proposal be submitted to shareholders for approval. The A&R Omnibus Plan will provide the Company with the continued ability to grant employees equity-based awards following the scheduled expiration of the Original Omnibus Plan. Under this proposal, we are asking shareholders to approve the A&R Omnibus Plan, including a total plan share reserve of 13.0MM shares of our common stock, par value $0.01 per share (“Shares” for purposes of this Proposal 4), which is 2.8% of common stock outstanding as of the record date. The A&R Omnibus Plan will become effective upon shareholder approval. As of December 31, 2023, there were 39,532,535 Shares remaining for future grants under the Original Omnibus Plan. Following approval of this A&R Omnibus Plan by shareholders, Shares in excess of the 13.0MM requested that remain available for future awards and are not subject to previously granted outstanding awards will be immediately removed from the plan reserve and returned to unallocated Shares. The ability to grant equity-based awards to employees is crucial to advance our long-term success. These awards provide crucial retentive value for colleagues and align the interests of award recipients, most notably including our senior executives, with returns to shareholders. If the A&R Omnibus Plan is not approved by shareholders, we would not be able to grant equity-based awards to employees following the expiration of the Original Omnibus Plan, which could jeopardize our ability to attract, retain, and motivate our senior executives and to align their interests with those of our shareholders.

  212. How may I vote in the election of directors, and how many votes must the nominees receive to be elected?

    How may I vote in the election of directors, and how many votes must the nominees receive to be elected? With respect to the election of directors, you may: •vote FOR the thirteen nominees for director; •vote FOR any of the nominees for director and vote AGAINST or ABSTAIN from voting on the other nominees for director; •vote AGAINST the thirteen nominees for director; or •ABSTAIN from voting on all of the nominees for director. Our Bylaws provide for the election of directors by an affirmative vote of a majority of the votes cast at the Annual Meeting by the shareholders who are present in person or by proxy and entitled to vote in an uncontested election. This means each of the thirteen individuals nominated for election to the Board of Directors must receive more votes cast “FOR” than “AGAINST” (among votes properly cast, electronically or by proxy) to be elected. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees. If the election of directors is a contested election, then the directors are elected by a plurality of the votes cast.

  213. AMENDED & RESTATED CITIZENS FINANCIAL GROUP, INC. 2014 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

    AMENDED & RESTATED CITIZENS FINANCIAL GROUP, INC. 2014 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN