DEF 14A of Citizens Financial Group Inc/Ri, Mar 10, 2025

DEF 14A of Citizens Financial Group Inc/Ri

Filed Mar 10, 2025 · FY20240000759944-25-000044

Open on EDGAR

  1. Board Nominees

    Board Nominees The Citizens Financial Group, Inc. (the “Company” or "Citizens" or “we” or “us” or “our”) board of directors (the “Board”) is elected annually. All of our currently serving directors are standing for re-election with the exception of Ms. Watson who has reached our mandatory retirement age of 75. Additional information about each of the Board's nominees can be found beginning on page 18.

  2. Board Nominees

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

  3. Board Nominees

    | Citizens Financial Group | 11 |

  4. Board Highlights

    Board Highlights We believe diverse perspectives and experiences are critical to robust discussion and effective decision-making. When reviewing the composition of the Board and its committees, the Nominating and Corporate Governance Committee considers each director's and nominee's background, experience, independence, tenure, and perspectives. The composition of our nominated Board includes long-tenured directors who bring institutional knowledge, stability and continuity as well as new directors who bring fresh insights and perspectives. More than half of our Board nominees have a tenure of five years or less. We believe the nominees as a whole represent a Board with a strong mix of experience, skills and perspectives relevant to the size and nature of our business, and our long-term strategy.

  5. Board Highlights

    | Director Nominee Skills and Experience | | | The Nominating and Corporate Governance Committee considers the aggregate skills and experience of our nominees when assessing the overall composition of our nominated Board. More information about each nominee's skills and experience can be found beginning on page 17. | |

  6. Board Highlights

    | Director Nominee Representation | Director Nominee Tenure | | | | | Director Nominee Age | Director Nominee Independence | | 65 Years Average Age of Director Nominees Age Range: 57-73 | 92% of all Director Nominees are Independent |

  7. Board Highlights

    | 12 | 2025 Proxy Statement |

  8. Key Corporate Governance Practices

    Key Corporate Governance Practices

  9. 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 HR 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 facilitate engagement and deeper understanding of the organization | | Board Composition and Refreshment | •Mandatory retirement age of 75 for directors promotes Board refreshment •Director recruitment and selection process considers leadership, relevant experience and skills, independence and perspectives •Diversity of tenure provides balance of historical knowledge and fresh perspectives •Diversity of age provides balance of extensive experience and new outlooks •Gender and racial diversity represented on the Board | | Board Practices | •Service on other public company boards limited in accordance with our Corporate Governance Guidelines •Stock ownership and retention guidelines for directors and executive officers •Annual review of Corporate Governance Guidelines ensures alignment with best practices •Succession planning discussions 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 Sustainability | •Board oversight of sustainability-related 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 | | 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 Inclusion program overseen by the Compensation and HR Committee |

  10. Key Corporate Governance Practices

    | Citizens Financial Group | 13 |

  11. Director Nominees

    Director Nominees

  12. Board Composition

    Board Composition We believe that the Board nominees as a whole represent a balanced mix of experience, skills and other attributes relevant to the size and nature of our business and our long-term strategy. The table below indicates certain specific skills and experience for each director which the Nominating and Corporate Governance Committee considers when assessing the overall composition of the Board. Not having such a designation does not mean the director does not possess that skill or experience.

  13. Board Composition

    | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | | |

  14. Board Composition

    | Board Independence and Committee Membership | | | | | | | | | | | | | | | | Independent | | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | | Committee Membership | E | | | | | | | | | | | | | | | | | E* | | | | | E | E | | | | | | | | | A | | A | A | A | | | | A | A | | | | | | | C | | | | | | C | C* | | | C | C | | | | | G | | | | | | G* | G | | | G | G | | G | | | R | | | | R* | R | | | R | R | | | R | R | | | Q | Q | | | | | | | | | | | | | | Tenure (years) | | 11 | 4 | 1 | 9 | 3 | 18 | 6 | 5 | 6 | 3 | 4 | <1 | 13 | | Board Demographics | | | | | | | | | | | | | | | | Age | | 67 | 57 | 60 | 72 | 70 | 73 | 71 | 63 | 72 | 60 | 64 | 57 | 64 | | Gender | | M | M | F | F | M | M | M | M | M | F | M | M | F | | Race | | White | Black/White | White | White | White | White | White | White | White | White | White | Black | White | | Veteran | | - | - | - | - | - | - | - | - | Y | - | - | - | - |

  15. Board Composition

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

  16. Board Composition

    | Citizens Financial Group | 17 |

  17. Biographies of our Nominees

    Biographies of our Nominees

  18. Biographies of our Nominees

    | | Bruce Van Saun CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | | | Age: 67 Joined the Board: October 2013 | Board Committees: Executive (Chair); Equity Other Current Public Company Directorships: Moody’s Corporation |

  19. Career Highlights

    Career Highlights

  20. 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. |

  21. 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 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 Bank Policy Institute where he served as a rotating board member (from 2018 to 2024), 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), and Worldpay (from 2011 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.

  22. Relevant Skills and Experience

    Relevant Skills and Experience

  23. Relevant Skills and Experience

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

  24. 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 executive leadership experience 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.

  25. Relevant Skills and Experience

    | | Lee Alexander INDEPENDENT DIRECTOR | | | | Age: 57 Joined the Board: February 2021 | Board Committees: Audit Other Current Public Company Directorships: None |

  26. Career Highlights

    Career Highlights

  27. 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 |

  28. 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.

  29. Relevant Skills and Experience

    Relevant Skills and Experience

  30. Relevant Skills and Experience

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

  31. 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 in the 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.

  32. Relevant Skills and Experience

    | 18 | 2025 Proxy Statement |

  33. Relevant Skills and Experience

    | | Tracy A. Atkinson INDEPENDENT DIRECTOR | | | | Age: 60 Joined the Board: March 2024 | Board Committees: Audit Other Current Public Company Directorships: United States Steel Corp. RTX Corp. |

  34. 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 | | Served 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 |

  35. Further Information

    Further Information Ms. Atkinson serves on the boards of directors of United States Steel Corporation (since 2020) and RTX Corporation (formerly Raytheon Technologies) (since 2014). She previously served on the board of Affiliated Managers Group (from 2020 to 2023). 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.

  36. Relevant Skills and Experience

    Relevant Skills and Experience

  37. Relevant Skills and Experience

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

  38. 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 regulatory compliance having served as Chief Compliance Officer, and Treasurer of State Street Corporation.

  39. Relevant Skills and Experience

    | | Christine M. Cumming INDEPENDENT DIRECTOR | | | | Age: 72 Joined the Board: October 2015 | Board Committees: Risk (Chair); Audit Other Current Public Company Directorships: None |

  40. Career Highlights

    Career Highlights

  41. 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 |

  42. 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.

  43. Relevant Skills and Experience

    Relevant Skills and Experience

  44. Relevant Skills and Experience

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

  45. 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.

  46. Relevant Skills and Experience

    | Citizens Financial Group | 19 |

  47. Relevant Skills and Experience

    | | Kevin Cummings INDEPENDENT DIRECTOR | | | | Age: 70 Joined the Board: April 2022 | Board Committees: Risk Other Current Public Company Directorships: None |

  48. 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 |

  49. 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. In addition, he is chair of the board of Greater Trenton. 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.

  50. Relevant Skills and Experience

    Relevant Skills and Experience

  51. Relevant Skills and Experience

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

  52. 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.

  53. Relevant Skills and Experience

    | | William P. Hankowsky INDEPENDENT DIRECTOR | | | | Age: 73 Joined the Board: November 2006 | Board Committees: Nominating & Corporate Governance (Chair); Compensation & HR; Executive Other Current Public Company Directorships: None |

  54. Career Highlights

    Career Highlights

  55. 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 |

  56. 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), and on the boards of FS Credit Real Estate Income Trust, 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, and is an advisory board member of the Parkway Fund. 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.

  57. Relevant Skills and Experience

    Relevant Skills and Experience

  58. Relevant Skills and Experience

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

  59. Relevant Skills and Experience

    Mr. Hankowsky has 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.

  60. Relevant Skills and Experience

    | 20 | 2025 Proxy Statement |

  61. Relevant Skills and Experience

    | | Edward J. Kelly III LEAD INDEPENDENT DIRECTOR | | | | Age: 71 Joined the Board: February 2019 | Board Committees: Compensation & HR (Chair); Nominating & Corporate Governance; Executive Other Current Public Company Directorships: MetLife, Inc. Dollar Tree, Inc. |

  62. 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 |

  63. Further Information

    Further Information Mr. Kelly currently serves on the board of MetLife, Inc (since 2015), and Dollar Tree, Inc. (since 2022) where he is non-executive Chairman. 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.

  64. Relevant Skills and Experience

    Relevant Skills and Experience

  65. Relevant Skills and Experience

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

  66. 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.

  67. Relevant Skills and Experience

    | | Robert G. Leary INDEPENDENT DIRECTOR | | | | Age: 63 Joined the Board: April 2020 | Board Committees: Audit; Risk Other Current Public Company Directorships: Intact Financial Corporation Voya Financial, Inc. |

  68. Career Highlights

    Career Highlights

  69. 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. |

  70. 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), and 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.

  71. Relevant Skills and Experience

    Relevant Skills and Experience

  72. Relevant Skills and Experience

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

  73. 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 environmental, social and governance assets under management.

  74. Relevant Skills and Experience

    | Citizens Financial Group | 21 |

  75. Relevant Skills and Experience

    | | Terrance J. Lillis INDEPENDENT DIRECTOR | | | | Age: 72 Joined the Board: February 2019 | Board Committees: Audit; Risk Other Current Public Company Directorships: None |

  76. 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 |

  77. Further Information

    Further Information Mr. Lillis currently serves on the board of Wellabe Mutual Holding Company (since 2020), the Simpson College Board of Trustees and the Command and General Staff College Foundation Board of Trustees. He previously served on the board of American Enterprise Mutual Holding Company (from 2020 to 2024). 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.

  78. Relevant Skills and Experience

    Relevant Skills and Experience

  79. Relevant Skills and Experience

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

  80. 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.

  81. Relevant Skills and Experience

    | | Michele N. Siekerka INDEPENDENT DIRECTOR | | | | Age: 60 Joined the Board: April 2022 | Board Committees: Compensation & HR; Nominating & Corporate Governance Other Current Public Company Directorships: None |

  82. Career Highlights

    Career Highlights

  83. 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 |

  84. Further Information

    Further Information Ms. Siekerka joined our Board in 2022 upon the closing of the acquisition of Investors Bancorp, Inc., which she joined the board of in 2013 upon the consummation of Investors Bancorp's acquisition of Roma Financial Corporation where she served as Board Chair. Ms. Siekerka serves on the board of Choose New Jersey, New Jersey Innovation Institute, Junior Achievement of New Jersey, Focus NJ, the National Association of Corporate Directors (NACD) NJ Chapter, the National Association of Manufacturers, and the Conference of State Manufacturing Associations where she is Chair and 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.

  85. Relevant Skills and Experience

    Relevant Skills and Experience

  86. Relevant Skills and Experience

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

  87. 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.

  88. Relevant Skills and Experience

    | 22 | 2025 Proxy Statement |

  89. Relevant Skills and Experience

    | | Christopher J. Swift INDEPENDENT DIRECTOR | | | | Age: 64 Joined the Board: February 2021 | Board Committees: Compensation & HR; Nominating & Corporate Governance Other Current Public Company Directorships: The Hartford Financial Services Group, Inc |

  90. 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 |

  91. 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.

  92. Relevant Skills and Experience

    Relevant Skills and Experience

  93. Relevant Skills and Experience

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

  94. 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.

  95. Relevant Skills and Experience

    | | Claude E. Wade INDEPENDENT DIRECTOR | | | | Age: 57 Joined the Board: March 2025 | Board Committees: Risk Other Current Public Company Directorships: None |

  96. Career Highlights

    Career Highlights

  97. Career Highlights

    | 2021 to Present | | Executive Vice President, Chief Digital Officer, Global Head of Operations and Claims, AIG, Inc. | | 2017 to 2021 | | Served as Global Head, Client Experience and Head, Atlanta Innovation Hub and prior to that as Global Chief Operating Officer, Institutional Client Business, BlackRock Inc. | | 2011 to 2017 | | Served in various roles at Marsh LLC and Guy Carpenter & Company, both operating subsidiaries of Marsh McLennan, including Chief Operating Officer, Global Risk & Specialties, Chief Operating Officer, U.S. & Canada, and Managing Director and Head, Global Transformation. | | Prior to 2006 | | Served in various risk, compliance and strategy roles at Fannie Mae, PNC Financial Services Group, Inc., Prudential Financial, Inc., and Dean Witter Reynolds, Inc. |

  98. Further Information

    Further Information Mr. Wade joined our board on March 1, 2025. He also serves on the board of our primary subsidiary CBNA. He previously served on the boards of Metro Atlanta Chamber of Commerce Executive (from 2019 to 2021), the Georgia Research Alliance (from 2020 to 2021), and the Woodruff Arts Center (from 2020 to 2021). Mr. Wade is a Lean Six Sigma Black Belt & Certified Agile Scrum Master. He received his MBA from New York University, Stern School of Business and his B.A. in finance from Pace University.

  99. Relevant Skills and Experience

    Relevant Skills and Experience

  100. Relevant Skills and Experience

    | | Financial Services | | Compliance & Regulations | | | Technology | | Risk Management |

  101. Relevant Skills and Experience

    Mr. Wade has an extensive background in the financial services industry with over 30 years experience. He is a proven leader in operational and technology transformation experienced in modernizing and streamlining operations and client engagement in digital ways as a result of his roles at AIG, BlackRock and Marsh LLC and Guy Carpenter & Company, both operating subsidiaries of Marsh McLennan. He has expertise in risk and compliance serving in compliance and strategy roles at Prudential, and as chief risk officer PNC Global Investment Servicing before serving in process improvement and risk roles at Fannie Mae.

  102. Relevant Skills and Experience

    | Citizens Financial Group | 23 |

  103. Relevant Skills and Experience

    | | Marita Zuraitis INDEPENDENT DIRECTOR | | | | Age: 64 Joined the Board: May 2011 | Board Committees: Nominating & Corporate Governance; Risk Other Current Public Company Directorships: Horace Mann Educators Corporation |

  104. 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 |

  105. 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.

  106. Relevant Skills and Experience

    Relevant Skills and Experience

  107. Relevant Skills and Experience

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

  108. Relevant Skills and Experience

    Ms. Zuraitis is a seasoned executive with 40 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.

  109. Director Nominee Tenure Ranges

    Director Nominee Tenure Ranges

  110. Director Nominee Tenure Ranges

    | 6.4 Years Average Tenure |

  111. Director Nominee Tenure Ranges

    The Board has maintained an active and successful Board refreshment process, appointing seven new directors in the past five years, contributing to a strong mix of experience, skills and perspectives relevant to the size and nature of our business and our long-term strategy.

  112. Director Compensation

    Director Compensation The Citizens Financial Group, Inc. Non-Employee Director Compensation Policy (the “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 and its independent compensation consultant, Compensation Advisory Partners ("CAP"), which makes recommendations, as appropriate. The Compensation and HR Committee reviews market data and recommendations provided by CAP and considers its advice on industry best practice and sound governance practices when making recommendations regarding director compensation to the Board for approval. 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. Following a review of our Director Compensation Policy in April 2024, the non-employee directors' annual equity retainer was increased by $10,000 (to $155,000). An annual compensation limit was also imposed for non-employee directors specifying that the aggregate value of cash and equity-based retainers paid to any non-employee director may not exceed $750,000 in any calendar year. This is in addition to the annual equity award limit of $400,000 memorialized in the Amended and Restated Citizens Financial Group, Inc. 2014 Non-Employee Directors Compensation Plan (the "Director Plan"). Below is a summary of the elements of our Director Compensation Policy, as amended effective April 25, 2024.

  113. Director Compensation

    | Element of Compensation | Amount | | Annual Retainer (cash) | $105,000 | | Annual Restricted Stock Unit Award (equity) | $155,000 | | 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 |

  114. Director Compensation

    On the date of each annual meeting of our shareholders, each non-employee director receives a grant of RSUs under the Director 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. 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 Matters—Compensation Discussion and Analysis—Compensation Governance—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 monthly interest, 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. 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.

  115. Director Compensation

    | 42 | 2025 Proxy Statement |

  116. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows compensation for our non-employee directors during 2024. As described above, the Director Compensation Policy was amended effective April 25, 2024. Prior to that date, directors were compensated in accordance with the prior version of our Director Compensation Policy.

  117. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3) | Other Compensation ($)(4) | Total Compensation ($) | | Lee Alexander | 115,000 | 154,980 | 5,000 | 274,980 | | Tracy A. Atkinson | 94,043 | 176,868 | 5,000 | 275,911 | | Christine M. Cumming | 150,000 | 154,980 | — | 304,980 | | Kevin Cummings | 105,000 | 154,980 | 5,000 | 264,980 | | William P. Hankowsky | 121,667 | 154,980 | — | 276,647 | | Edward J. Kelly III | 168,333 | 154,980 | — | 323,313 | | Robert Leary | 115,000 | 154,980 | — | 269,980 | | Terrance J. Lillis | 115,000 | 154,980 | 5,000 | 274,980 | | Michele Siekerka(2) | 105,000 | 154,980 | 4,756 | 264,736 | | Shivan Subramaniam(1)(2) | 60,000 | — | 3,000 | 63,000 | | Christopher J. Swift | 105,000 | 154,980 | — | 259,980 | | Wendy A. Watson(2) | 150,000 | 154,980 | 5,000 | 309,980 | | Marita Zuraitis | 105,000 | 154,980 | — | 259,980 |

  118. 2024 Director Compensation Table

    (1)Mr. Subramaniam retired from the Board of Directors immediately following our 2024 annual meeting on April 25, 2024. (2)During 2024, each of Mr. Subramaniam, Ms. Siekerka, and Ms. Watson elected to defer all cash fees pursuant to our Directors Deferred Compensation Plan. For a summary of material terms of the plan, see “—Director Compensation” above. Because we pay directors' fees quarterly in advance in May (after the annual meeting), August, November, and February, Ms. Siekerka's cash fees were deferred starting in February 2024. (3)Ms. Atkinson received a pro-rata grant of RSUs on March 1, 2024 upon her appointment to the Board, as compensation for her service until the April 25, 2024 annual meeting. All non-employee directors were granted RSUs on April 25, 2024 (the date of our annual meeting), as compensation for their service until our 2025 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 granted to directors during 2024, 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 2024 Annual Report on Form 10-K, which are hereby incorporated by reference. As of December 31, 2024, our current directors held the below numbers of RSUs previously granted as compensation for their board service.

  119. 2024 Director Compensation Table

    | Name | | | | | | | | | | | | | | Number of RSUs | 18,100 | 5,280 | 41,371 | 13,862 | 41,371 | 30,966 | 25,179 | 30,966 | 13,862 | 18,100 | 41,371 | 41,371 |

  120. 2024 Director Compensation Table

    (4)Amounts in this column reflect matching charitable contributions made by the Company on behalf of directors during 2024. In addition, the spouses of Mr. Lillis and Ms. Watson each accompanied them on the Company aircraft on one business trip during 2024. However, there are no amounts reflected in the above table relating to this use because it did not result in an incremental cost to the Company.

  121. 2024 Director Compensation Table

    | Citizens Financial Group | 43 |

  122. Responsiveness to Shareholders and Say-on-Pay Outcome

    | A few shareholders indicated they prefer formulaic short-term incentive programs See page 61 | | Shareholders we talked with felt the amount of our executives' compensation has been appropriately and consistently aligned with Company performance. Many shareholders generally supported our current program design, although they expressed a preference for some additional structure and transparency (as discussed above). However, a few shareholders generally preferred formulaic short-term incentive programs. In reviewing the disclosures of our peer banks with “formulaic plans”, we found that they frequently make material adjustments to reported financial results to adjust for unforeseen market factors (e.g., changes in the interest rate environment). We have not changed to a purely formulaic structure because the Compensation and HR Committee continues to believe that it is in the best interests of shareholders to consider various aspects of performance to ensure that pay decisions align with performance. However, we have incorporated the additional structure described above in light of these concerns. Under our framework, the Compensation and HR Committee continues to make decisions on total variable compensation and does not make separate decisions for short-term and long-term incentives. We believe this approach appropriately accounts for the variability of both short-term and long-term incentives based on performance. Disclosure has been added to this proxy statement to clarify our approach and related rationale. | | Some shareholders provided specific advice regarding key information that should be provided regarding the LSAs See pages 51-53 | | Most shareholders understood the need for the LSAs and were helpful in describing information that would be important to their deliberations when considering the LSAs. We have drafted the related disclosure in this proxy statement with their feedback in mind (e.g., described the awards at the beginning of the proxy and in the CD&A and included the annual run-rate for awards, context for the competitive talent market, and commentary on whether we intend to grant similar awards in the future). | | A few shareholders requested that additional off-cycle awards not be made in the future See page 53 | | The Compensation and HR Committee believed that talent market dynamics and the attractiveness of LSA award recipients in the market made granting the awards necessary to ensure leadership continuity given these executives' status as CEO successor candidates and the integral role they play in executing the Company’s long-term strategy. A key role of the Board and Compensation and HR Committee is to ensure effective CEO and senior leader succession planning. There are no current plans to issue additional off-cycle succession awards in the future. However, the Compensation and HR Committee and Board will continue to take whatever actions may be necessary to manage the Company effectively without any disruptions to long-term value creation. | | A few shareholders suggested we enhance disclosure on our succession planning process See pages 36-37 | | This year we have enhanced the disclosure of our leadership succession planning process and related activities throughout the year in the "Corporate Governance Matters—Management Succession Planning Oversight" section of this proxy statement. |

  123. Award Amounts – Market competitive

    | Name | PSU Value | | RSU Value | | Restricted Cash Value | | Total LSA Value | | Annual Run Rate(1) | | | Brendan Coughlin | $6.0 | MM | $4.0 | MM | $2.0 | MM | $12.0 | MM | $4.0 | MM | | John F. Woods | $3.5 | MM | $2.5 | MM | $1.0 | MM | $7.0 | MM | $2.33 | MM | | Elizabeth S. Johnson(2) | $1.5 | MM | $1.5 | MM | — | | $3.0 | MM | $1.0 | MM |

  124. Award Amounts – Market competitive

    (1)In evaluating the LSA values, we believe a relevant consideration is the “annual run rate” of awards over the equity award vesting period and cash restriction period, which is set forth here for additional perspective. (2)Ms. Johnson's LSAs were forfeited upon her retirement from the Company. In connection with the grants to Mr. Woods and Mr. Coughlin, the Committee also increased their stock ownership requirements to six times their salary, commensurate with the requirement for Mr. Van Saun.

  125. Award Forms – Balanced and targeted

    Award Forms – Balanced and targeted The Compensation and HR Committee determined that most of the LSA value would be granted in the form of long-term equity awards to promote sound risk-balancing by recipients during the vesting period, given that the value of awards will fluctuate in line with our stock price until settlement of awards. Half of the total LSA value was granted in the form of PSUs with metrics aligned to the drivers of long-term returns and which further our strategic plan. A significant portion was also granted in the form of RSUs (33%-50%) to encourage continuous service to the Company, and for Mr. Woods and Mr. Coughlin a small portion was awarded in the form of restricted cash (14%-17%) to provide some liquidity in light of their increased stock ownership requirements. The PSUs and RSUs would be forfeited upon resignation by the executive, including by reason of retirement, and the restricted cash awards are subject to repayment in full if the executive resigns within three years.

  126. Award Forms – Balanced and targeted

    | n | PSU | n | RSU | n | Restricted Cash |

  127. Award Forms – Balanced and targeted

    | Performance Stock Units | •3-year performance period 2024-2026 •Maximum payout of 150% of target •Based 50% on average ROTCE (adjusted for other comprehensive income impacts) and 50% on cumulative EPS, and includes a +/- 20% relative TSR modifier. •These awards have the following threshold and maximum achievement levels, with maximum average ROTCE tied to underlying 2026 ROTCE of 18%, which is at the upper end of our medium-term guidance and maximum cumulative EPS tied to 2026 EPS of $7.26. | | | | | Metric | Average ROTCE | Cumulative EPS | | | Threshold | 4.35% | $4.60 | | | Maximum | 13.38% | $15.79 | | Restricted Stock Units | •3-year cliff vesting period | | | | Restricted Cash | •Only provided to Mr. Woods and Mr. Coughlin •Paid in 2024 with repayment required upon resignation within three years | | |

  128. Pay Mix

    Pay Mix More than 80% of our NEOs’ total compensation is at-risk. The portion of compensation delivered in cash, RSUs, and PSUs for the 2024 performance year is illustrated below. At least 50% of long-term awards continue to be granted in the form of PSUs 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. The below pay mix does not reflect the LSAs granted to select NEOs, as this is intended to reflect the mix of 2024 performance year compensation.

  129. NEO 2024 Performance Year Compensation

    NEO 2024 Performance Year Compensation A corporate performance factor determined by the Compensation and HR Committee applies to each NEO and is based on financial performance (weighted 60%) and business execution (weighted at 40%). Then, the Compensation and HR Committee performs an assessment for each NEO based on individual performance and other relevant factors, which may result in adjustments to variable compensation +/-20% from the corporate performance factor percentage. The Compensation and HR Committee determined a 2024 corporate performance factor of 99.8%. In determining executive compensation, the Compensation and HR Committee makes a single variable compensation decision for each NEO, which is then broken down into a predetermined mix of short-term and long-term elements. Details regarding the determination of the corporate performance factor as well as individual performance considered by the Compensation and HR Committee in making 2024 pay decisions are described in "—2024 Performance and NEO Compensation Decisions—2024 Compensation Decisions". The table below reflects the direct compensation earned by each of our NEOs for performance year 2024. Mr. Van Saun's variable compensation for 2024 was 103.5% of target and other NEOs' variable compensation ranged from 98.7%-101.3% of target. The amounts below differ from those reported in the 2024 Summary Compensation Table due to the nature of SEC reporting rules. Most notably, the table below includes equity awards granted in March 2025 for 2024 performance (as opposed to equity awards granted in March 2024 for 2023 performance) and does not include the LSAs.

  130. NEO 2024 Performance Year Compensation

    | Name(1) | Base Salary | Variable Compensation | | | | Total Compensation | | | | Cash Bonus(2) | Restricted Stock Units | Performance Stock Units | Total Variable Compensation | | | Bruce Van Saun | $1,487,000 | $2,590,750 | $2,849,825 | $4,922,425 | $10,363,000 | $11,850,000 | | John F. Woods | $700,000 | $950,000 | $1,045,000 | $1,805,000 | $3,800,000 | $4,500,000 | | Brendan Coughlin | $700,000 | $925,000 | $1,017,500 | $1,757,500 | $3,700,000 | $4,400,000 | | Donald H. McCree III | $700,000 | $962,500 | $1,058,750 | $1,828,750 | $3,850,000 | $4,550,000 | | Elizabeth S. Johnson(3) | $575,000 | $700,000 | $1,300,000 | $— | $2,000,000 | $2,575,000 |

  131. NEO 2024 Performance Year Compensation

    (1)Executives are listed in 2024 Summary Compensation Table order. (2)The cash portion of 2024 variable compensation awards is included in the "Bonus" column of the 2024 Summary Compensation Table. (3)Ms. Johnson ceased to serve as Vice Chair and Chief Experience Officer as of March 3, 2025 when she retired from the Company. The Compensation and HR Committee decided to award Ms. Johnson's 2024 variable compensation in the form of RSUs and cash, consistent with historical treatment of other departing executives. The portion of Ms. Johnson's compensation that would have been granted in PSUs was granted in additional RSUs. Ms. Johnson did not receive any cash or other benefits in connection with her retirement from the Company. Below reflects the 2024 performance year compensation targets for the NEOs. Additional information regarding how targets are set can be found in "—Our Compensation-Setting Process—NEO Compensation Targets."

  132. Compensation Governance Overview

    | 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 |

  133. Executive Compensation Philosophy

    | Principle | Aspect Informed by that Principle | | Pay-for-Performance. Encourage the creation of long-term value and align the rewards received by executives with returns to shareholders and long-term business objectives as well as short-term progress toward those objectives. | The Compensation and HR Committee determines executive compensation within a framework that provides structure and appropriate limitations, but which allows appropriate flexibility to ensure decisions align with Company performance. A single variable compensation decision is made, which is then broken down into a predetermined mix of short-term and long-term elements. | | Support All Stakeholders. Encourage focus on absolute and relative financial delivery and on other aspects of performance to sustain a culture where colleagues recognize the importance of serving all stakeholders. | In determining executive compensation, financial performance is considered as well as other aspects of business execution, including strategic priorities, delivering for stakeholders (customers, colleagues, community), and risk and control. | | Attract & Retain Talent. Attract, retain, motivate, and reward high-caliber executives to deliver long-term business performance. | We perform market comparisons to ensure that executive compensation is appropriate as compared to that of our peer group. | | Discourage Excess Risk Taking. Promote a culture of risk management and accountability. | Our executive compensation program is supported by strong compensation governance practices. Risk is considered in evaluating performance and determining executive pay. Each NEO is subjected to a robust risk evaluation process facilitated by the Chief Risk Officer and is assigned a risk rating (in addition to their overall performance rating), which is considered by the Compensation and HR Committee in making pay decisions. |

  134. Focus on Total Compensation

    Focus on Total Compensation The Compensation and HR Committee thinks about compensation in terms of total compensation. To that end, following an evaluation of company and individual performance a total compensation decision is made for each NEO, as opposed to separate short-term and long-term incentive decisions. The Company has followed this approach since its IPO. The Compensation and HR Committee believes that making a total compensation decision as opposed to separate short-term and long-term incentive decisions is a methodology most aligned with shareholder interests. Under this framework, the amount of both short-term and long-term incentives awarded are subject to fluctuation in alignment with Company performance in any given year. This is in contrast with separate short-term and long-term incentive decisions, through which some companies may reduce short-term incentive in a year with challenging performance outcomes but then maintain or increase long-term incentive award amounts.

  135. Elements of Our Compensation Program

    | Element of Pay | Objective | Key Characteristics | | Base Salary | To attract and retain talented executives who can effectively lead the organization to achieve our strategic objectives. | Base salaries are intended to compensate executives fairly for the positions held. Salaries are reviewed annually and are subject to change at the Compensation and HR Committee’s discretion if, among other reasons, executives’ responsibilities change materially or there are changes in the competitive market environment. | | 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 framework 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”. |

  136. Variable Compensation Mix

    Variable Compensation Mix The Compensation and HR Committee believes that our variable compensation mix delivers a meaningful portion of 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 PSUs 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 table below reflects the elements of our variable compensation program (PSUs, RSUs, and cash bonuses) and the key design features of each element.

  137. Variable Compensation Mix

    (1)Related to her retirement, Ms. Johnson received a different variable pay mix for 2024 that provided for additional RSUs in lieu of PSUs.

  138. Variable Compensation Mix

    | Element | Key Design Features | | Performance Stock Units | Vesting Date: Third anniversary of grant Performance Period: 3 years Core Performance Metrics: •Cumulative Diluted Earnings Per Share (50%) •Return on Average Tangible Common Equity (50%) Modifier Metric: Awards include a +/- 20% TSR modifier in addition to the core metrics Payout Range: 0%-150% of target; modifier cannot increase payouts over 150% of target | | 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. |

  139. Performance Stock Units

    Performance Stock Units

  140. Award Design

    | 50% 3-Year Cumulative EPS | | Top Quartile 3-Year TSR: 120% of Payout | | | | | | | | | | | Peer Relative TSR Modifier | | | Award Payout % | | 50% 3-Year Average ROTCE | | | | | | | | Bottom Quartile 3-Year TSR: 80% of Payout | | |

  141. PSU Performance Metrics for the 2025-2027 Performance Period

    PSU Performance Metrics for the 2025-2027 Performance Period The threshold and maximum EPS and ROTCE performance levels relating to PSU awards granted in March 2025 for performance during 2025-2027 are set forth below.

  142. PSU Performance Metrics for the 2025-2027 Performance Period

    | Metric | 2025 PSU Awards | | | | Threshold | Maximum | | 3-Year Average ROTCE | 6.48% | 14.57% | | 3-Year Cumulative EPS | $7.58 | $18.05 |

  143. PSU Performance Metrics for the 2025-2027 Performance Period

    The Company considers multiple factors in establishing the performance ranges. In setting the performance range for 2025 PSUs, the Company referred to its business plan for those years. With that reference point, the Company then established a performance range above and below its business plan, with consideration of the following factors: market conditions; the competitive landscape; analyst expectations; publicly announced guidance range; and information provided by the Compensation and HR Committee’s independent compensation consultant. Threshold performance levels ensure that we will be able to effectively incentivize our executives, including in a dynamic environment that presents some uncertainty around financial forecasting, particularly in outer years. Maximum performance levels assume a 3-year EPS compound annual growth rate (CAGR) of 35% over 2024 EPS and ending ROTCE above the high end of our 16%-18% medium-term guidance range. Performance goals between threshold and maximum are not linear and are set based on distinct performance scenarios using the methodology described above.

  144. PSU Performance Metrics for the 2025-2027 Performance Period

    | Citizens Financial Group | 59 |

  145. Performance Outcome for 2022 PSUs

    Performance Outcome for 2022 PSUs March 2022 PSUs were granted as compensation for the 2021 performance year (“2022 PSU Awards”). Half of each 2022 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 2022-2024, 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, including application of the modifier. The below table reflects ROTCE and EPS performance during the performance period of 2022-2024 as well as the threshold, target, and maximum achievement levels that applied to the 2022 PSU Awards. On February 12, 2025, the Compensation and HR Committee approved a final payout level of 84.8% of target for the 2022 PSU Awards based on the results below. The TSR modifier had no impact because Company TSR relative to the peer group during the performance period was at the 44th percentile.

  146. Performance Outcome for 2022 PSUs

    | Metric | 2022 PSU Award Targets | | | 2022-2024 Underlying Results* | % Earned | 2022 PSU Award Overall Payout (% of Target) | | | Threshold | Target | Maximum | | | | | 3-Year Average ROTCE | 10.00% | 14.00% | 15.75% | 13.49% | 95.4% | 84.8% | | 3-Year Cumulative EPS | $10.75 | $15.42 | $16.84 | $11.96 | 74.2% | |

  147. Performance Outcome for 2022 PSUs

    * See Appendix A for more information on Non-GAAP Financial Measures and Reconciliations. Unless otherwise noted, references to balance sheet items above are on a period-end basis and any comparisons are on a year-over-year basis versus 2023. For information on how we define EPS and ROTCE, see page 59.

  148. Financial Performance

    | | Total Shareholder Return | | | | | | 1-Year | 3-Year | 5-Year | Since CFG IPO | | Citizens | 38.0% | 6.5% | 36.1% | 169.8% | | Peer Group* | 26.0% | 5.0% | 26.0% | 127.0% | | KBW Nasdaq Bank Index | 37.2% | 6.9% | 32.6% | 133.5% |

  149. 2024 Compensation Decisions

    | Bruce Van Saun Chairman and Chief Executive Officer | | | | | | | | | | | | | Overall Target Achievement Level | | Target Variable Compensation | | | 2024 Performance Year Compensation | | | | | | | | | | | | Variable | | Salary | | Total Comp | | | 103.5% | x | $10,013,000 | | = | $10,363,000 | + | $1,487,000 | = | $11,850,000 | | | Year | Base Salary | Variable Compensation | | | | | | | Total Compensation | | | | | Cash Bonus | RSUs | | PSUs | | Total | | | | | 2024 | $1,487,000 | $2,590,750 | $2,849,825 | | $4,922,425 | | $10,363,000 | | $11,850,000 | | | 2023 | $1,487,000 | $2,097,000 | $2,306,700 | | $3,984,300 | | $8,388,000 | | $9,875,000 | | | 2022 | $1,487,000 | $3,108,900 | $2,590,750 | | $4,663,350 | | $10,363,000 | | $11,850,000 |

  150. 2024 Compensation Decisions

    | John F. Woods Vice Chair and Chief Financial Officer | | | | | | | | | | | | | Overall Target Achievement Level | | Target Variable Compensation | | | 2024 Performance Year Compensation | | | | | | | | | | | | Variable | | Salary | | Total Comp | | | 100.0% | x | $3,800,000 | | = | $3,800,000 | + | $700,000 | = | $4,500,000 | | | Year | Base Salary | Variable Compensation | | | | | | | Total Compensation | | | | | Cash Bonus | RSUs | | PSUs | | Total | | | | | 2024 | $700,000 | $950,000 | $1,045,000 | | $1,805,000 | | $3,800,000 | | $4,500,000 | | | 2023 | $700,000 | $887,500 | $976,250 | | $1,686,250 | | $3,550,000 | | $4,250,000 | | | 2022 | $700,000 | $1,215,000 | $1,012,500 | | $1,822,500 | | $4,050,000 | | $4,750,000 |

  151. 2024 Compensation Decisions

    | Brendan Coughlin Vice Chair and Head of Consumer Banking | | | | | | | | | | | | | Overall Target Achievement Level | | Target Variable Compensation | | | 2024 Performance Year Compensation | | | | | | | | | | | | Variable | | Salary | | Total Comp | | | 100.0% | x | $3,700,000 | | = | $3,700,000 | + | $700,000 | = | $4,400,000 | | | Year | Base Salary | Variable Compensation | | | | | | | Total Compensation | | | | | Cash Bonus | RSUs | | PSUs | | Total | | | | | 2024 | $700,000 | $925,000 | $1,017,500 | | $1,757,500 | | $3,700,000 | | $4,400,000 | | | 2023 | $625,000 | $812,500 | $893,750 | | $1,543,750 | | $3,250,000 | | $3,875,000 | | | 2022 | $625,000 | $847,500 | $706,250 | | $1,271,250 | | $2,825,000 | | $3,450,000 |

  152. 2024 Compensation Decisions

    | Donald H. McCree III Senior Vice Chair and Head of Commercial Banking | | | | | | | | | | | | | Overall Target Achievement Level | | Target Variable Compensation | | | 2024 Performance Year Compensation | | | | | | | | | | | | Variable | | Salary | | Total Comp | | | 98.7% | x | $3,900,000 | | = | $3,850,000 | + | $700,000 | = | $4,550,000 | | | Year | Base Salary | Variable Compensation | | | | | | | Total Compensation | | | | | Cash Bonus | RSUs | | PSUs | | Total | | | | | 2024 | $700,000 | $962,500 | $1,058,750 | | $1,828,750 | | $3,850,000 | | $4,550,000 | | | 2023 | $700,000 | $875,000 | $962,500 | | $1,662,500 | | $3,500,000 | | $4,200,000 | | | 2022 | $700,000 | $1,215,000 | $1,012,500 | | $1,822,500 | | $4,050,000 | | $4,750,000 |

  153. 2024 Compensation Decisions

    | Elizabeth S. Johnson Former Vice Chair and Chief Experience Officer | | | | | | | | | | | | | Overall Target Achievement Level | | Target Variable Compensation | | | 2024 Performance Year Compensation | | | | | | | | | | | | Variable | | Salary | | Total Comp | | | 101.3% | x | $1,975,000 | | = | $2,000,000 | + | $575,000 | = | $2,575,000 | | | Year | Base Salary | Variable Compensation | | | | | | | Total Compensation | | | | | Cash Bonus | RSUs | | PSUs | | Total | | | | | 2024 | $575,000 | $700,000 | $1,300,000 | | $— | | $2,000,000 | | $2,575,000 |

  154. 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.

  155. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The CFG Voluntary Executive Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan") was adopted effective January 1, 2009 and does not offer any matching contributions or provide for above-market earnings. During 2024, Mr. Van Saun was the only NEO who participated in the Deferred Compensation Plan. For a description of the material terms of this deferred compensation plan, see the narrative following the 2024 Nonqualified Deferred Compensation table below.

  156. Peer Group

    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 establishing NEO target compensation 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 2024 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.

  157. 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 |

  158. 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, 2024 and total revenue during the 2024 fiscal year.

  159. Compensation Consultant

    Compensation Consultant The Compensation and HR Committee retained CAP to provide guidance and advice on compensation-related matters during 2024, including the design of LSAs granted in June 2024 and the modifications to our executive compensation program to incorporate additional structure on the decision-making process. 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 it is not separately engaged by management for any services. The Compensation and HR Committee conducts an annual assessment of potential conflicts of interest, considering various factors including the six factors mandated by the NYSE rules, and it has not identified any conflicts or risk with respect to independence relating to CAP's services. In addition, management retains AON McLagan to provide market compensation data. Input from CAP and market data provided by AON McLagan are each considered by the Compensation and HR Committee when making executive compensation decisions.

  160. Compensation Consultant

    | 70 | 2025 Proxy Statement |

  161. Process for Approval of Equity Grants

    Process for Approval of Equity Grants In response to Item 402(x)(1) of Regulation S-K, we do not grant awards of stock options, stock appreciation rights, similar option-like instruments or other 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 Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan (the "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 established by the Compensation and HR Committee.

  162. 2024 Summary Compensation Table

    2024 Summary Compensation Table This 2024 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).

  163. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(3) | Stock Awards ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Bruce Van Saun, Chairman and Chief Executive Officer | 2024 | 1,487,000 | 2,590,750 | 6,392,986 | — | 160,060 | 10,630,796 | | | 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 | | John F. Woods, Vice Chair and Chief Financial Officer | 2024 | 700,000 | 1,950,000 | 8,938,986 | — | 61,273 | 11,650,259 | | | 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 | | Brendan Coughlin, Vice Chair and Head of Consumer Banking(1) | 2024 | 691,346 | 2,925,000 | 12,877,081 | 0 | 24,581 | 16,518,008 | | | 2023 | 625,000 | 812,500 | 2,002,526 | 8,727 | 18,150 | 3,466,903 | | | 2022 | 625,000 | 847,500 | 1,506,394 | 0 | 16,775 | 2,995,669 | | Donald H. McCree III, Senior Vice Chair and Head of Commercial Banking | 2024 | 700,000 | 962,500 | 2,667,515 | — | 30,175 | 4,360,190 | | | 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 | | Elizabeth S. Johnson, Former Vice Chair and Chief Experience Officer(2) | 2024 | 575,000 | 700,000 | 4,383,674 | — | 43,975 | 5,702,649 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — |

  164. 2024 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)Ms. Johnson retired from the Company on March 3, 2025. Ms. Johnson was not an NEO for years 2023 and 2022, so her compensation for those years has not been included consistent with applicable disclosure rules. (3)Amounts in this column reflect the cash portion of annual variable compensation awards for the 2024, 2023, and 2022 performance years, in addition to the cash portion of LSAs for Messrs. Woods ($1 million) and Coughlin ($2 million) paid in June 2024. Mr. Van Saun elected to defer 50% of the cash portion of his 2024 variable compensation ($1,295,375 out of $2,590,750) pursuant to the Deferred Compensation Plan, which is discussed in the narrative following the 2024 Nonqualified Deferred Compensation table. (4)Amounts in this column for 2024 reflect the aggregate grant date fair value of RSUs and PSUs granted in March 2024 (as part of 2023 performance year compensation) and in June 2024 (as part of the LSAs granted to select NEOs). 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 2024 Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated herein by reference. For PSUs granted in 2024, 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 2024 PSUs and LSA PSUs is 150% of target. For the annual PSUs, at the maximum payout level values would be the following: Mr. Van Saun $6,129,441; Mr. Woods $2,594,097; Mr. Coughlin $2,374,900; Mr. McCree $2,557,570; and Ms. Johnson $974,952. For the LSA PSUs, at the maximum payout level values would be the following: Mr. Woods $5,600,063; Mr. Coughlin $9,600,130; and Ms. Johnson $2,399,996. For a breakdown of all awards granted during 2024, see the 2024 Grants of Plan-Based Awards table.

  165. 2024 Summary Compensation Table

    | 72 | 2025 Proxy Statement |

  166. 2024 Summary Compensation Table

    (5)The only NEO eligible to participate in our Pension Plan is Mr. Coughlin. During the period of January 1, 2024 to December 31, 2024, the pension value for Mr. Coughlin decreased by $3,877. This includes a decrease of $8,562 due to changes in assumptions underlying the present value calculations and an increase of $4,685 due to the effect of Mr. Coughlin being one year closer to his assumed retirement age. See commentary following the 2024 Pension Benefits table for more details on the assumptions used to determine the present value. (6)The below table reflects 2024 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 ($18,352) and financial planning services ($24,000). 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 average hourly variable costs to operate the aircraft (including fuel, warranty costs, landing fees, and mechanical expenses) and an average daily crew expense rate. In addition, on three occasions during 2024 Mr. Van Saun’s spouse accompanied him on business trips on the Company aircraft; however, no amount is included below related to those trips because there was no incremental cost to the Company. The amount in the "Other" column for Mr. Woods reflects the value of financial planning services.

  167. 2024 Summary Compensation Table

    | Name | 401(k) Company Contribution ($) | Charitable Matching Contribution ($) | Personal Use of Aircraft ($) | Other ($) | Total ($) | | Bruce Van Saun | 18,975 | 52,000 | 46,733 | 42,352 | 160,060 | | John F. Woods | 18,975 | 25,000 | — | 17,298 | 61,273 | | Brendan Coughlin | 18,975 | 5,606 | — | — | 24,581 | | Donald H. McCree III | 5,175 | 25,000 | — | — | 30,175 | | Elizabeth S. Johnson | 18,975 | 25,000 | — | — | 43,975 |

  168. 2024 Summary Compensation Table

    | Citizens Financial Group | 73 |

  169. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  170. 2024 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 | 3/1/2024(2) | — | — | — | 72,927 | 2,306,681 | | | 3/1/2024(3) | 62,982 | 125,965 | 188,947 | — | 4,086,305 | | John F. Woods | 3/1/2024(2) | — | — | — | 30,864 | 976,228 | | | 3/1/2024(3) | 26,655 | 53,311 | 79,966 | — | 1,729,409 | | | 6/13/2024(4) | — | — | — | 72,484 | 2,499,973 | | | 6/13/2024(5) | 50,739 | 101,478 | 152,217 | — | 3,733,376 | | Brendan Coughlin | 3/1/2024(2) | — | — | — | 28,256 | 893,737 | | | 3/1/2024(3) | 24,403 | 48,806 | 73,209 | — | 1,583,267 | | | 6/13/2024(4) | — | — | — | 115,975 | 3,999,978 | | | 6/13/2024(5) | 86,981 | 173,963 | 260,944 | — | 6,400,099 | | Donald H. McCree III | 3/1/2024(2) | — | — | — | 30,429 | 962,469 | | | 3/1/2024(3) | 26,280 | 52,560 | 78,840 | — | 1,705,046 | | Elizabeth S. Johnson | 3/1/2024(2) | — | — | — | 20,036 | 633,739 | | | 3/1/2024(3) | 10,018 | 20,036 | 30,054 | — | 649,968 | | | 6/13/2024(4) | — | — | — | 43,490 | 1,499,970 | | | 6/13/2024(5) | 21,745 | 43,490 | 65,235 | — | 1,599,997 |

  171. 2024 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 2024 Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated herein 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 2024 for performance year 2023 that vest ratably over three years. Cash dividends on unvested RSUs are accrued during the vesting period, but are paid only if and when the awards vest. (3)Represents PSUs granted under the 2014 Omnibus Plan in 2024 for performance year 2023, with ultimate payouts to be based half on ROTCE and half on EPS in addition to a +/-20% relative TSR modifier, in each case during the performance period of 2024-2026 and with an overall maximum payout of 150% of target. Cash dividends on unvested PSUs are accrued during the vesting period, but are paid only if and when the awards vest. (4)Represents LSA RSUs granted under the 2014 Omnibus Plan that vest in a single installment on the third anniversary of the grant date. Cash dividends on unvested RSUs are accrued during the vesting period, but are paid only if and when the awards vest. (5)Represents LSA PSUs granted under the 2014 Omnibus Plan, with ultimate payouts to be based half on ROTCE and half on EPS in addition to a +/-20% relative TSR modifier, in each case during the performance period of 2024-2026 and with an overall maximum payout of 150% of target. Cash dividends on unvested PSUs are accrued during the vesting period, but are paid only if and when the awards vest.

  172. 2024 Grants of Plan-Based Awards

    | 74 | 2025 Proxy Statement |

  173. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows, for each NEO, the outstanding equity awards held as of December 31, 2024. However, it should be noted that Ms. Johnson forfeited the LSA PSUs and LSA RSUs reflected below in connection with her retirement on March 3, 2025; Ms. Johnson retained the other outstanding awards because she met related retirement eligibility requirements.

  174. Outstanding Equity Awards at 2024 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 | | | | | | 2022 RSUs(2) | 16,753 | 733,111 | — | — | | 2022 PSUs(3) | 76,720 | 3,357,267 | — | — | | 2023 RSUs(4) | 41,507 | 1,816,346 | — | — | | 2023 PSUs(5) | — | — | 84,054 | 3,678,203 | | 2024 RSUs(6) | 72,927 | 3,191,286 | — | — | | 2024 PSUs(7) | — | — | 125,965 | 5,512,228 | | John F. Woods | | | | | | 2022 RSUs(2) | 5,748 | 251,532 | — | — | | 2022 PSUs(3) | 26,324 | 1,151,938 | — | — | | 2023 RSUs(4) | 16,221 | 709,831 | — | — | | 2023 PSUs(5) | — | — | 32,848 | 1,437,428 | | 2024 RSUs(6) | 30,864 | 1,350,609 | — | — | | 2024 PSUs(7) | — | — | 53,311 | 2,332,889 | | 2024 RSUs(8) | 72,484 | 3,171,900 | — | — | | 2024 PSUs(9) | — | — | 101,478 | 4,440,677 | | Brendan Coughlin | | | | | | 2022 RSUs(2) | 3,646 | 159,549 | — | — | | 2022 PSUs(3) | 16,698 | 730,704 | — | — | | 2023 RSUs(4) | 11,315 | 495,144 | — | — | | 2023 PSUs(5) | — | — | 22,912 | 1,002,629 | | 2024 RSUs(6) | 28,256 | 1,236,483 | — | — | | 2024 PSUs(7) | — | — | 48,806 | 2,135,751 | | 2024 RSUs(8) | 115,975 | 5,075,066 | — | — | | 2024 PSUs(9) | — | — | 173,963 | 7,612,621 | | Donald H. McCree III | | | | | | 2022 RSUs(2) | 6,091 | 266,542 | — | — | | 2022 PSUs(3) | 27,895 | 1,220,685 | — | — | | 2023 RSUs(4) | 16,221 | 709,831 | — | — | | 2023 PSUs(5) | — | — | 32,848 | 1,437,428 | | 2024 RSUs(6) | 30,429 | 1,331,573 | — | — | | 2024 PSUs(7) | — | — | 52,560 | 2,300,026 | | Elizabeth S. Johnson | | | | | | 2022 RSUs(2) | 3,423 | 149,790 | — | — | | 2022 PSUs(3) | 6,220 | 272,187 | — | — | | 2023 RSUs(4) | 8,891 | 389,070 | — | — | | 2023 PSUs(5) | — | — | 10,003 | 437,731 | | 2024 RSUs(6) | 20,036 | 876,775 | — | — | | 2024 PSUs(7) | — | — | 20,036 | 876,775 | | 2024 RSUs(8) | 43,490 | 1,903,122 | — | — | | 2024 PSUs(9) | — | — | 43,490 | 1,903,122 |

  175. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Citizens Financial Group | 75 |

  176. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)The values in these columns have been calculated by multiplying the number of shares outstanding as of December 31, 2024 by $43.76, which was the closing price of a Company share on the NYSE on December 31, 2024. (2)These amounts reflect RSUs granted in March 2022 for the 2021 performance year under the 2014 Omnibus Plan, the last installment of which vested on March 1, 2025. (3)These amounts reflect PSUs granted in March 2022 for the 2021 performance year under the 2014 Omnibus Plan, which vested in a single installment 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 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 achievement level for these awards in February 2025, as described earlier in "Compensation Discussion and Analysis—Elements of Our Compensation Program—Performance Stock Units—Performance Outcome for 2022 PSUs," with actual performance levels reflected. (4)These amounts reflect RSUs granted in March 2023 for the 2022 performance year under the 2014 Omnibus Plan, which had two remaining equal installments scheduled to vest on March 1, 2025, and 2026. (5)These amounts reflect PSUs granted in March 2023 for the 2022 performance year under the 2014 Omnibus Plan, which are scheduled to vest in a single installment 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 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, 2024, 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 EPS and which incorporate the impact of the TSR modifier. Based on TSR through December 31, 2024, no adjustment would be triggered under the TSR modifier. (6)These amounts reflect RSUs granted in March 2024 for the 2023 performance year under the 2014 Omnibus Plan, which had three remaining equal installments scheduled to vest on March 1, 2025, 2026, and 2027. (7)These amounts reflect PSUs granted in March 2024 for the 2023 performance year under the 2014 Omnibus Plan, which are scheduled to vest on March 1, 2027 following the end of the three-year performance period of January 1, 2024 through December 31, 2026, based half on ROTCE and half on 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, 2024, 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 EPS, and which incorporate the impact of the TSR modifier. Based on TSR through December 31, 2024, upward modification under the TSR modifier would be triggered. (8)These amounts reflect LSA RSUs granted in June 2024 under the 2014 Omnibus Plan, which will vest in a single installment on June 13, 2027. (9)These amounts reflect LSA PSUs granted in June 2024 under the 2014 Omnibus Plan, which are scheduled to vest in a single installment on June 13, 2027 following the end of the three-year performance period of January 1, 2024 through December 31, 2026, based half on ROTCE and half on EPS in addition to a +/-20% relative TSR modifier. For more detail, see “Compensation Discussion and Analysis—Executive Compensation Overview—Leadership Succession Awards”. Based on performance through December 31, 2024, 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 EPS, and which incorporate the impact of the TSR modifier. Based on TSR through December 31, 2024, upward modification under the TSR modifier would be triggered.

  177. Stock Vested in 2024

    Stock Vested in 2024

  178. Stock Vested in 2024

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Bruce Van Saun | 155,447 | 4,916,789 | | John F. Woods | 58,147 | 1,839,190 | | Brendan Coughlin | 31,525 | 997,136 | | Donald H. McCree III | 59,115 | 1,869,807 | | Elizabeth S. Johnson | 19,658 | 621,783 |

  179. Stock Vested in 2024

    (1)Amounts reflect Company shares issued under the 2014 Omnibus Plan in connection with the vesting of equity-based awards in 2024. (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 2024.

  180. Stock Vested in 2024

    | 76 | 2025 Proxy Statement |

  181. 2024 Pension Benefits

    2024 Pension Benefits

  182. 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(2) | Present Value of Accumulated Benefits($)(3) | | Bruce Van Saun | — | — | — | | John F. Woods | — | — | — | | Brendan Coughlin(1) | CFG Pension Plan | 8.3553 | 87,318 | | Donald H. McCree III | — | — | — | | Elizabeth. S. Johnson | — | — | — |

  183. 2024 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, 2024 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 5.67%; (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.

  184. 2024 Pension Benefits

    | Citizens Financial Group | 77 |

  185. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  186. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($) | | Bruce Van Saun(1) | 1,295,375 | 3,025,770 | 26,746,669 | | John F. Woods | — | — | — | | Brendan Coughlin(1) | — | 19,263 | 155,323 | | Donald H. McCree III | — | — | — | | Elizabeth S. Johnson | — | — | — |

  187. 2024 Nonqualified Deferred Compensation

    (1)The material terms of 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 2024 variable compensation paid in cash during 2024 ($1,295,375, which is included in the “Bonus” column of the 2024 Summary Compensation Table). Mr. Van Saun’s aggregate balance at last fiscal year-end includes $17,129,426, 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 2024. We sponsor the Deferred Compensation Plan, which does not offer any matching contributions or provide for above-market earnings. During 2024, Mr. Van Saun was the only NEO who contributed to the plan, and he elected to defer 50% of the cash portion of his 2024 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.

  188. 2024 Nonqualified Deferred Compensation

    | 78 | 2025 Proxy Statement |

  189. 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. For all NEOs except Ms. Johnson, the Potential Payments Table below reflects estimated payments and benefits to which they would be entitled under various termination scenarios and upon a change of control, in each case, assuming such event occurred on December 31, 2024. It should also be noted that upon a voluntary termination or a retirement as of December 31, 2024, Messrs. Woods and Coughlin would also be required to repay to the Company the restricted cash portion of the LSAs that was paid to them in June 2024. Ms. Johnson retired from the Company on March 3, 2025 and did not receive any cash or other benefits in connection with her retirement. For Ms. Johnson, the Potential Payments Table below reflects that her outstanding equity awards as of December 31, 2024 remain outstanding following her retirement because she met related retirement eligibility requirements, other than her LSA RSUs and LSA PSUs which were forfeited. The cash and equity awards awarded to her as 2024 variable compensation are disclosed in "Compensation Discussion and Analysis—Executive Compensation Overview—NEO 2024 Performance Year Compensation". 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.

  190. Potential Payments Table

    | Name | Voluntary Termination ($)(4) | Voluntary Termination with Good Reason ($) | Not for Cause Termination ($) | For Cause Termination ($) | Change of Control Qualifying Termination ($) | Change of Control Only (No Related Termination) ($) | Death ($) | Disability ($) | Retirement ($)(4) | | Bruce Van Saun | | | | | | | | | | | Cash Payment | 2,590,750(5) | 5,477,250(6) | 5,477,250(6) | — | 14,474,000(7) | — | 2,503,250(8) | 743,500(9) | 2,590,750(5) | | Equity Awards(1) | — | 19,514,509(10) | 19,514,509(10) | — | 19,514,509(10) | — | 19,514,509(10) | 19,514,509(10) | 27,286,759(11) | | Health Benefits(2) | — | 1,189 | 1,189 | — | 1,189 | — | — | — | — | | Outplacement Services(3) | — | 5,700 | 5,700 | — | 5,700 | — | — | — | — | | Total | 2,590,750 | 24,998,648 | 24,998,648 | — | 33,995,398 | — | 22,017,759 | 20,258,009 | 29,877,509 | | John F. Woods | | | | | | | | | | | Cash Payment | — | — | 350,000(12) | — | 4,452,500(13) | — | — | — | — | | Equity Awards(1) | — | — | 8,552,454(14) | — | 15,326,021(14) | — | 15,326,021(14) | 15,326,021(14) | 7,713,444(14) | | Health Benefits(2) | — | — | 1,633 | — | 1,633 | — | — | — | — | | Outplacement Services(3) | — | — | 5,700 | — | 5,700 | — | — | — | — | | Total | — | — | 8,909,787 | — | 19,785,854 | — | 15,326,021 | 15,326,021 | 7,713,444 | | Brendan Coughlin | | | | | | | | | | | Cash Payment | — | — | 538,462(12) | — | 3,985,000(13) | — | — | — | — | | Equity Awards(1) | — | — | 9,033,858(14) | — | 18,782,230(14) | — | 18,782,230(14) | 18,782,230(14) | 6,094,543(14) | | Health Benefits(2) | — | — | 1,743 | — | 1,743 | — | — | — | — | | Outplacement Services(3) | — | — | 5,700 | — | 5,700 | — | — | — | — | | Total | — | — | 9,579,763 | — | 22,774,673 | — | 18,782,230 | 18,782,230 | 6,094,543 | | Donald H. McCree III | | | | | | | | | | | Cash Payment | — | — | 350,000(12) | — | 4,452,500(13) | — | — | — | — | | Equity Awards(1) | — | — | 5,445,276(14) | — | 7,745,301(14) | — | 7,745,301(14) | 7,745,301(14) | 7,745,301(14) | | Health Benefits(2) | — | — | 1,125 | — | 1,125 | — | — | — | — | | Outplacement Services(3) | — | — | 5,700 | — | 5,700 | — | — | — | — | | Total | — | — | 5,802,101 | — | 12,204,626 | — | 7,745,301 | 7,745,301 | 7,745,301 | | Elizabeth S. Johnson | | | | | | | | | | | Cash Payment | — | — | — | — | — | — | — | — | — | | Equity Awards(1) | — | — | — | — | — | — | — | — | 3,148,269(14) | | Health Benefits | — | — | — | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | — | — | — | | Total | — | — | — | — | — | — | — | — | 3,148,269 |

  191. Potential Payments Table

    | 84 | 2025 Proxy Statement |

  192. 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 $43.76, which is the closing price of a Company share on the NYSE on December 31, 2024. In circumstances where PSUs are expected to vest: (i) 2022 PSU awards are reflected based on the actual level of performance assessed by the Compensation and HR Committee in February 2025; and (ii) 2023 and 2024 PSU awards and 2024 LSA PSU awards are reflected at target. (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)Voluntary termination for purposes of this table differs from “Retirement” in that it assumes our NEOs terminate voluntarily "retire" but engage in competitive activity by becoming employed by another financial services company, as opposed to retiring. (5)This amount includes a pro-rata portion of Mr. Van Saun's cash bonus for 2024. Because the assumed termination date is December 31, 2024, the full award is reflected, based on the amount of his variable compensation and related mix for the 2024 performance year. (6)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 2024. Because the assumed termination date is December 31, 2024, the full award is reflected, based on the amount of his target variable compensation and related mix for the 2024 performance year. (7)This amount reflects (i) three times the sum of Mr. Van Saun’s (a) base salary and (b) target cash bonus for 2024, plus (ii) a pro-rata portion of his target cash bonus for 2024. Because the assumed termination date is December 31, 2024, the full award is reflected, based on the amount of his target variable compensation and related mix for the 2024 performance year. (8)This amount reflects a pro-rata portion of Mr. Van Saun’s target cash bonus for 2024. Because the assumed termination date is December 31, 2024, the full award is reflected, based on the amount of his target variable compensation and related mix for the 2024 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, 2024 is assumed. (9)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. (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 2024 equity-based variable compensation. Because the assumed termination date is December 31, 2024, the full award is reflected, based on the amount of his variable compensation and related mix for the 2024 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. Mr. Coughlin is entitled to 40 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 2024, 2023, and 2022, plus (ii) a pro-rata portion of the average cash bonus paid for 2024, 2023, and 2022. Because the assumed termination date is December 31, 2024, the full award is reflected, based on the amount of each NEO's variable compensation and related mix for the 2024 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”.

  193. Potential Payments Table

    | Citizens Financial Group | 85 |

  194. 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, 2024: •The annual total compensation for Mr. Van Saun as reported in the 2024 Summary Compensation Table was $10,630,796. •The annual total compensation of our median employee was $77,882. •The resulting ratio of Mr. Van Saun’s annual total compensation to that of our median employee is 136 to 1. For the 2024 year, we have used the same median employee that was identified and referred to as our median employee in our proxy statement covering fiscal year 2023 as we believe there have been no significant changes in our employee population or compensation arrangements during fiscal year 2024 that would significantly affect our CEO pay ratio calculation. We have calculated and combined all of the elements of this employee’s compensation for the full 2024 year in accordance with the requirements of Item 402(u) of Regulation S-K. When we identified this colleague as our median employee last year, 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 of 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.

  195. 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 the “—Compensation Discussion and Analysis”. Information regarding the total direct compensation paid to our executive team for the 2024 performance year can be found in “—Compensation Discussion and Analysis—Executive Compensation Overview—NEO 2024 Performance Year Compensation”.

  196. 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) | | | | 2024 | $10,630,796 | $14,648,946 | $9,557,777 | $12,428,916 | $136.1 | $132.6 | $1,509 | 10.5% | | 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% |

  197. 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.

  198. Pay Versus Performance

    | Citizens Financial Group | 87 |

  199. 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 | | | 2024 | $10,630,796 | $(6,392,986) | $9,177,175 | $1,294,681 | $(616,630) | $555,910 | $14,648,946 |

  200. 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 2024, John Woods, Don McCree, Brendan Coughlin, and Elizabeth Johnson; (ii) 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.

  201. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Average Reported Value of Equity Awards(a) | 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 | | | 2024 | $9,557,777 | $(7,216,814) | $9,600,894 | $356,730 | $(161,848) | $292,177 | $12,428,916 |

  202. 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.

  203. Pay Versus Performance

    | 88 | 2025 Proxy Statement |

  204. Pay Versus Performance

    (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 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 five years to our TSR performance, as well as our TSR relative to the KBW Nasdaq Bank Index ("BKX"). This illustrates that for each year presented below our compensation moved in alignment with our TSR performance, increasing in 2021 and 2024 and decreasing in 2022 and 2023, and that our TSR performance was stronger than the BKX during all five time periods.

  205. Pay Versus Performance

    | Compensation Actually Paid vs. TSR Performance |

  206. Pay Versus Performance

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

  207. Pay Versus Performance

    Additionally, the following graphs illustrate the trend in “compensation actually paid” over the last five 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 and from 2023 to 2024 when our GAAP Net Income and Underlying ROTCE decreased while compensation increased.

  208. Pay Versus Performance

    | Citizens Financial Group | 89 |

  209. Pay Versus Performance

    | Compensation Actually Paid vs. GAAP Net Income |

  210. Pay Versus Performance

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

  211. Pay Versus Performance

    | Compensation Actually Paid vs. Underlying ROTCE |

  212. Pay Versus Performance

    | n | PEO Pay | n | Average Non-PEO NEO Pay | – | Underlying ROTCE |

  213. 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 2024 performance year. •Underlying ROTCE •Underlying Earnings per Share •Underlying Efficiency Ratio

  214. Pay Versus Performance

    | 90 | 2025 Proxy Statement |

  215. 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.