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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

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LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

LETTER FROM THE LEAD INDEPENDENT DIRECTOR

Date and Time

Thursday, April 28, 2022, at 9:00 a.m. Eastern Time

Location

One Citizens Plaza, Providence, Rhode Island 02903.

The health and safety of our colleagues and shareholders is continually assessed with respect to the ongoing COVID-19 pandemic. Should the location of the meeting change to be held remotely via the internet, we will announce the decision in advance, and details on how to participate remotely will be available at https://investor.citizensbank.com/about-us/investor-relations/annual-meeting.aspx.

Matters to be Voted On

1.   Election of the thirteen named director nominees;

2.   Advisory vote to approve the Company’s executive compensation;

3.   Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022;

4.   Management proposal to amend the Company’s Certificate of Incorporation to eliminate supermajority vote requirements; and

5.   Any other business that may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.

Record Date

February 28, 2022. Stockholders of record as of this date are entitled to notice of, and to vote at, the Annual Meeting

Admission

To attend the meeting in person you will need proof of your stock ownership as of the record date and a form of government-issued photo identification. If you are the legal representative of a stockholder, you must also bring a letter from the stockholder certifying (a) the beneficial ownership you represent and (b) your status as a legal representative. We will determine in our sole discretion whether the letter presented for admission meets the above requirements. Admission is limited to stockholders, and guests are not permitted to attend the meeting. Masking requirements and other COVID-19 mitigation strategies will be implemented in line with local regulations as required.

BY ORDER OF THE BOARD OF DIRECTORS

Robin S. Elkowitz

Executive Vice President, Deputy General Counsel and Secretary

Stamford, Connecticut

March 11, 2022

How to Vote

The address of the website for Internet voting can be found on your Notice or proxy card.

Dial the number listed on your Notice or proxy card.

Mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.

Attend the meeting and vote.

Notice

For our Annual Meeting, we have elected to use the Internet as the primary means of providing our proxy materials to stockholders. We will send to stockholders of record a Notice with instructions for accessing the proxy materials and for voting via the Internet. The Notice provides the information above on how to vote, how to attend the meeting and vote in person, and information on how stockholders may obtain paper copies of our proxy materials free of charge.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on April 28, 2022:

We will first mail the Notice to stockholders on or about March 11, 2022. On or about the same day, we will begin mailing hard copies of this Notice of the Annual Meeting of Stockholders and Proxy Statement, our 2021 Annual Report on Form 10-K and our 2021 Annual Review to those stockholders who have requested them. Copies of these materials will be available at www.edocumentview.com/CFG

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

 MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

Elect the following nominees as directors: Bruce Van Saun, Lee Alexander, Christine M. Cumming, Kevin Cummings*, William P. Hankowsky, Edward J. (“Ned”) Kelly III, Robert G. Leary, Terrance J. Lillis, Michele N. Siekerka*, Shivan Subramaniam, Christopher J. Swift, Wendy A. Watson and Marita Zuraitis

FOR ALL

Our Board believes that its director nominees represent an appropriate mix of experience and skills relevant to the size and nature of our business

Approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers named in the 2021 Summary Compensation Table, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and accompanying narrative

FOR

Our Board believes our executive compensation closely aligns the interests of our named executive officers with the interests of our stockholders

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2022 fiscal year

FOR

Based on the Audit Committee’s most recent evaluation, the Board believes it is in the best interests of the Company and its stockholders to retain Deloitte & Touche LLP

Approve the amendment to the Company’s Certificate of Incorporation to eliminate supermajority vote requirements

FOR

The Board believes eliminating supermajority vote requirements provides stockholders with enhanced rights and aligns to market practice

*Upon the closing of the Investors Bancorp, Inc. acquisition, Kevin Cummings and Michele N. Siekerka are expected to join the Board in accordance with the Agreement and Plan of Merger by and between the Company and Investors Bancorp, Inc. (the “Merger Agreement”) dated July 28, 2021. Their elections at the Annual Meeting are subject to the completion of the acquisition, which is anticipated to occur prior to the Annual Meeting. Should the acquisition not close by the Annual Meeting, Mr. Cummings’ and Ms. Siekerka’s elections will not be considered at the meeting and they will subsequently be appointed to the Board at the time of completion pursuant to the terms of the Merger Agreement.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

OUR STRATEGY AND PERFORMANCE

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

Thomson Reuters LPC, Loan syndication league table ranking for the prior 12 months as of 4Q21 based on deals for Overall U.S. Middle Market (defined as Borrower Revenues <$500 million and Deal Size <$500 million).

Originator & servicer; Inside Mortgage Finance Publications, origination data for the nine months ended September 30, 2021; servicing share data as of 3Q21.

Source: Inside Mortgage Finance; based on nine months ended September 30, 2021.

Annual reports and quarterly earnings supplements across competitors. Federal Reserve total student loan debt reporting, and other publicly available data as of 9/30/21.

The acquisition of HSBC’s East Coast branches and online deposits closed on February 18, 2022.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

BOARD AND GOVERNANCE HIGHLIGHTS

    DIRECTOR

    SINCE

Bruce Van Saun

Chairman and CEO,

Citizens Financial Group, Inc.

Executive (Chair)

Equity

Lee Alexander

Executive Vice President and

Chief Information Officer,

The Clearing House

Christine M. Cumming

Retired First Vice President and

COO, Federal Reserve Bank of

New York

Governance

Risk

Kevin Cummings

Chairman and CEO,

Investors Bancorp, Inc.

William P. Hankowsky

Former Chairman, President and

CEO, Liberty Property Trust

Audit

Compensation & HR

Executive

Edward J. (“Ned”) Kelly III

Former Chairman, Institutional

Clients Group, Citigroup, Inc.

Robert G. Leary

Terrance J. Lillis

Michele N. Siekerka

Shivan Subramaniam

Retired Chairman and CEO,

FM Global

Governance (Chair)

Compensation & HR

Executive

Christopher J. Swift

Chairman and CEO,

The Hartford Financial

Services Group, Inc.

Wendy A. Watson

Retired Executive Vice President, Global Services, State Street

Bank & Trust Company

Audit (Chair)

Compensation & HR

Risk

Marita Zuraitis

Director, President and CEO,

Horace Mann Educators

Corporation

Governance

Risk

Under applicable NYSE and SEC independence standards

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

SKILLS AND EXPERIENCE

Executive Leadership

Financial Services Industry

Financial Reporting/Audit/Capital Planning

Risk Management

Compliance/
Regulatory

Technology/
Information Security/Cybersecurity

Mergers & Acquisitions

Human Capital Management

Environmental, Social
& Governance

BOARD INDEPENDENCE AND COMMITTEE MEMBERSHIP

Independent

Committee
Membership

Equity

–

C&HR

Exec

N&CG

C&HR

Exec

C&HR

Risk

Risk

Tenure (years)

BOARD DEMOGRAPHICS

Age

Gender

Race

White

Veteran

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

Board Diversity

The Board values diverse perspectives and experiences. Over 53% of our nominated Board represents diverse groups (four women, two people of color and one veteran).

When reviewing Board and Committee composition, the Nominating and Corporate Governance Committee considers self-identified diverse characteristics of directors and nominees in addition to each person’s background and experience.

The Board diversity statistics outlined below 1) reflect Board composition effective upon the conclusion of the Annual Meeting when Mr. Higdon and Mr. Koch will leave the Board; and 2) are subject to the appointment of Mr. Cummings and Ms. Siekerka following the completion of the Investors Bancorp, Inc. acquisition.

Board Diversity 4 WOMEN SERVE ON THE BOARD 2 DIRECTORS ARE RACIALLY DIVERSE Board Diversity 6 YEARS AVERAGE TENURE OF DIRECTORS 65 AVERAGE AGE OF DIRECTORS

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

Board Independence and Oversight

◾All director nominees are independent except for the Chairman who serves as the CEO of the Company

◾Non-classified board structure

◾Independent Lead Director with formally defined role and responsibilities

◾Executive sessions of independent directors held at every regularly scheduled meeting

◾Key committees are fully independent (Audit, Risk, Compensation and Human Resources and Nominating and Corporate Governance)

Board Qualifications and

Evaluations

◾Board skills and experience aligned to strategy

◾Board orientation and continuing education program supports ongoing director development

◾Board, committee and individual self-assessments conducted annually with an external facilitator

◾Board mentoring program and informal feedback sessions with senior management facilitates engagement and deeper understanding of the organization

Board Refreshment and Diversity

◾Mandatory retirement age of 75 for directors triggers Board refreshment

◾Gender and racial diversity represented on the Board

◾Diversity of tenure provides balance of historical knowledge and new perspectives

◾Diversity of age provides balance of extensive experience and fresh outlooks

◾Director recruitment and selection process prioritizes leadership, relevant experience and skills, independence and diversity

Board Practices

◾Service on other public company boards limited

◾Stock ownership guidelines for directors and executive officers support mandatory stock retention requirements and align directors’ and executives’ interests with those of stockholders

◾Annual review of Corporate Governance Guidelines ensures alignment with best practices

◾Succession planning discussions for CEO and senior management conducted throughout the year

Board Oversight of Risk

◾Board oversight of risk led by the Risk and Audit Committees

◾Risk Committee responsible for reviewing and approving the Enterprise Risk Management Governance Framework and ensuring risks are properly managed to the risk appetites set for each material risk category

◾Updates on cybersecurity risk presented to the Risk Committee at each meeting with additional reporting provided regularly to the Board and Audit Committee

Stockholder 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

◾Stockholders have proxy access

◾Stockholders have the right to call a special meeting

◾No poison pill

◾Annual Board review of Charter and Bylaw provisions

◾Annual stockholder outreach program with feedback from engagements shared with and discussed by the Board

◾Requesting stockholders approve the amendment to Certificate of Incorporation to eliminate supermajority vote requirements

Commitment to ESG

◾Board oversight of our commitment to ESG matters

◾Formal ESG governance structure with cross-functional executive steering committee

◾Annual corporate responsibility reporting aligned to GRI and SASB

◾Corporate responsibility efforts aligned to our Credo and Diversity, Equity and Inclusion program

◾Commitment to pay equity

Culture and Ethics

◾Code of Business Conduct and Ethics which establishes core standards of ethical conduct

◾Conduct Office overseen by the Audit Committee and provides the Board and executive management with an independent and objective view of the Company’s conduct risk profile

◾Participation in annual McKinsey Organizational Health Index survey

◾Strong Diversity, Equity and Inclusion program overseen by the Compensation and Human Resources Committee

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - PROXY STATEMENT SUMMARY

COMPENSATION HIGHLIGHTS

How Do We Determine Compensation?

•   The Compensation and Human Resources Committee (the “Compensation and HR Committee”) exercises structured discretion in making executive compensation determinations, with decisions informed by the review of a number of qualitative and quantitative performance metrics across various dimensions (including financial and business delivery, customer outcomes, strategic initiatives, human capital, and risk and control).

•   Compensation decisions are also informed by peer data, compensation history, and input from the Compensation and HR Committee’s independent consultant.

•   We believe that reviewing multiple dimensions of performance in determining pay facilitates management’s focus on Company performance overall and mitigates the risk of disproportionate focus on certain elements of performance.

How Do We Pay Our Executives?

•   Executive pay mix is aligned with stockholder interests by delivering 60-70% of variable compensation in the form of long-term awards.

•   For our CEO, CFO, and the heads of our Consumer and Commercial businesses, 45% of variable compensation overall and nearly two-thirds of long-term awards are granted in the form of performance awards with a three-year performance period.

How Do We Address Risk?

•   The risk performance of our executives is assessed annually by our Chief Risk Officer and the results of that assessment are considered in determining pay.

•   We maintain a clawback process, through which events having a material adverse impact on the Company are reviewed for potential impact on compensation.

•   Incentive plan governance requires approval by all control partners for plan changes (including risk, legal, human resources, and finance) and an independent third-party risk review of our plans is conducted every three years to ensure impartiality and alignment with market practice.

Why Should You Approve our Say-on-Pay Vote?

•   Our compensation program provides an appropriate balance of short-term and long-term compensation designed to align our executives’ interests with those of stockholders.

•   Executive compensation continues to be aligned with Company performance. In recognition of strong Company performance during 2021, as described earlier in this section in “—Our Strategy and Performance,” the compensation for our named executive officers increased for performance year 2021. That is in contrast to performance year 2020, when their compensation was down as compared to 2019, which was in recognition of the impact of the pandemic on stockholders and on colleague compensation more generally and was in contrast to many of our peer banks.

•   Our public disclosure of compensation and human capital matters continues to evolve with this year’s proxy, including more streamlined disclosure of executive performance and pay as well as a description of how performance relative to diversity, equity, and inclusion initiatives is considered in determining executive compensation.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

    Proposal One    

Elect each of the director nominees nominated by the Board to serve until the 2023 annual
meeting or until their respective successor is duly elected and qualified.

The Board recommends a vote FOR each of the nominees

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Bruce Van Saun

Chairman and Chief Executive Officer, Citizens Financial Group, Inc.

Director

Since

◾ Executive (Chair)           

◾ Equity

◾ Moody’s Corporation

◾ Financial Services

◾ Strategic Planning

◾ Finance & Capital Management

◾ Mergers & Acquisitions

Experience, Skills and Qualifications

·   Executive in the financial services industry with over 30 years experience

·   Extensive financial background and service on the boards of other public companies

·   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

Background

Mr. Van Saun joined the Company as Chairman and CEO in October 2013 and also serves on the board of our primary subsidiary Citizens Bank, N.A. (“CBNA”). He previously served as The Royal Bank of Scotland Group plc Finance Director and was a member of its board of directors (from 2009 to 2013).

From 1997 to 2008, Mr. Van Saun held a number of senior positions with The Bank of New York Mellon, including Vice Chairman and Chief Financial Officer. Earlier in his career, he held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. Mr. Van Saun currently serves on the board of directors of Moody’s Corporation (since 2016). He also serves on the boards of the Federal Reserve Bank of Boston (since January 2019) and is Audit Chair of the Bank Policy Institute. He is a member of The Clearing House supervisory board (since 2013), and serves on the board of the Partnership for Rhode Island. Previous directorships held by Mr. Van Saun in both the United Kingdom and United States include the Federal Advisory Council (from 2016 to 2018), the National Constitution Center (from 2015 to January 2019), Lloyds of London (from 2012 to 2016), Direct Line Insurance Group plc (from 2012 to 2013), Worldpay (Ship Midco Limited) (from 2011 to 2013), and ConvergEx Inc. (from 2007 to 2013).

Mr. Van Saun received a B.S. in Business Administration from Bucknell University in 1979 and an M.B.A. in Finance and General Management from the University of North Carolina in 1983.

Lee Alexander

Executive Vice President and Chief Information Officer, The Clearing House

Director

Since

◾ Audit           

◾ None

◾ Technology/Data Analysis

◾ Information & Cybersecurity

◾ Financial Services

◾ Regulations & Compliance

Experience, Skills and Qualifications

·   Extensive technology expertise with over 25 years of international management experience in the technology and financial services sectors

·   Experience in cyber security and incident response as Chief Information Officer, and Head of the Technology Group at the Federal Reserve Bank of New York (“FRBNY”)

Background

Mr. Alexander joined the Board on February 1, 2021. He currently serves as the Executive Vice President and Chief Information Officer for The Clearing House (since April 2018) and is responsible for directing and coordinating all technology and operations across the company.

Prior to joining The Clearing House, Mr. Alexander was Executive Vice President, Chief Information Officer, and Head of the Technology Group at the FRBNY (from 2012 to 2018), where he also served on the Bank’s Management Committee. Before being named Head of the Technology Group and CIO, Mr. Alexander led the Bank’s application 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. 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.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Christine M. Cumming

Retired First Vice President and Chief Operating Officer, Federal Reserve Bank of New York

Director

Since

◾ Nominating & Corporate
Governance

◾ Risk           

◾ None

◾ Financial Services

◾ Risk Management

◾ Regulations & Compliance

◾ Finance & Capital Management

Experience, Skills and Qualifications

·   Seasoned bank regulatory executive with over 35 years at the Federal Reserve Bank of New York (“FRBNY”), including serving as First Vice President and Chief Operating Officer

·   Extensive background in risk management, technology, monetary policy and bank supervision

·   Experience in crisis management as chair of the Cross-Border Crisis Management Group for the Resolution Steering Group of the G-20’s Financial Stability Board

Background

Until her retirement in 2015, Ms. Cumming was First Vice President of the FRBNY, its second highest ranking officer, and served as its Chief Operating Officer, as well as an alternate voting member of the Federal Open Market Committee.

Previously, Ms. Cumming was Executive Vice President and Director for the Research and Market Analysis Group and senior vice president for the Bank Supervision Group responsible for the Bank Analysis and Advisory and Technical Services Functions. She also chaired the Cross-Border Crisis Management Group, which coordinated recovery and resolution planning for large, global financial institutions for the Resolution Steering Group of the G-20’s Financial Stability Board.

Ms. Cumming currently serves on the board of American Family Insurance Mutual Holding Company (since 2016), and MIO Partners, Inc. (since February 2018). She previously served on the board of the Financial Accounting Foundation, completing her single five-year term in December 2020. Ms. Cumming teaches part time at Columbia University. 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.

Kevin Cummings

Chairman and Chief Executive Officer, Investors Bancorp, Inc.

Director  

Since

67        

-

-

◾ Investors Bancorp,  Inc.

◾ Financial Services

◾ Executive Leadership

◾ Finance & Capital Management

◾ Mergers & Acquisitions

Experience, Skills and Qualifications

• Seasoned executive with 35 years experience in the financial services industry including service as Chief Executive Officer of a regional bank

• Experienced certified public accountant and auditor

Background

Mr. Cummings is expected to join our Board upon the closing of the acquisition of Investors Bancorp, Inc. He currently serves as Chairman and CEO of Investors Bancorp and Investors Bank (since May 2018). In 2008, Mr. Cummings was appointed to the Board of Investors Bancorp and Investors Bank when he took on the role of President and CEO. Prior to that, he served as Executive Vice President and Chief Operating Officer of Investors Bank. Before joining Investors Bank in 2003, Mr. Cummings had a 26-year career with the independent accounting firm of KPMG LLP, where he had been partner for 14 years. Mr. Cummings also worked in the New Jersey community bank practice for over 20 years.

Mr. Cummings is the former Chairman of the Board of the New Jersey Bankers Association and sits on the Board of Trustees of the Scholarship Fund for Inner-City Children and the Board of Trustees at St. Benedict’s Preparatory School. In addition, he is a member of the Board of the Federal Home Loan Bank of New York and the Community Foundation of New Jersey. Mr. Cummings will also serve on the board of our primary subsidiary CBNA.

Mr. Cummings is a certified public accountant and has a Bachelor’s degree in Economics from Middlebury College and a Master’s degree in Business Administration from Rutgers University.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

William P. Hankowsky

Former Chairman, President and Chief Executive Officer, Liberty Property Trust

Director  

Since

70        

2006        

◾ Audit

◾ Compensation & HR

◾ Executive

◾ None

◾ Strategic Planning

◾ Executive Leadership

◾ Human Capital
Management

◾ Mergers & Acquisitions

Experience, Skills and Qualifications

• Extensive business and management expertise, particularly in the real estate sector from service as Chief Executive Officer of Liberty Property Trust and President of the Philadelphia Industrial Development Corporation

• Experience serving on the boards of other public companies and numerous non-profit entities

Background

Mr. Hankowsky was the Chairman, President & CEO of Liberty Property Trust until February 2020. He joined Liberty in January 2001 as Chief Investment Officer and was responsible for refining the company’s corporate strategy and investment process. In 2002, he was named President, and in 2003, was appointed Chief Executive Officer and elected Chairman of Liberty’s board of trustees.

Prior to joining Liberty, Mr. Hankowsky served for 11 years as President of the Philadelphia Industrial Development Corporation. Mr. Hankowsky currently serves on the boards of the Delaware River Waterfront Corporation, Greater Philadelphia Chamber of Commerce, Philadelphia Convention and Visitors Bureau, Pennsylvania Academy of the Fine Arts, Philadelphia Shipyard Development Corporation, the Wetlands Institute, and the Philadelphia Foundation. He is also a Senior Advisor to the Alterra Property Group. He previously served on the board of Aqua America (NYSE:WTR) (from 2004 to 2019).

Mr. Hankowksy also serves on the board of our primary subsidiary CBNA. Mr. Hankowsky received a B.A. in economics from Brown University.

Edward J. Kelly III

Former Chairman, Institutional Clients Group, Citigroup, Inc.

Director  

Since

68        

2019        

◾ Compensation & HR

◾ Nominating & Corporate Governance

◾ MetLife

◾ Financial Services

◾ Executive Leadership

◾ Regulations & Compliance

◾ Finance & Capital Management

Experience, Skills and Qualifications

• Extensive experience in the financial services industry in various roles including Vice Chairman, Chief Financial Officer at Citigroup, Inc. and General Counsel at J.P. Morgan

• Service on the boards of other public companies including MetLife and CSX Corporation

Background

Mr. Kelly joined our Board on February 1, 2019. Until his retirement in 2014, he was Chairman of Citigroup Inc.’s Institutional Clients Group. He previously served as Chairman of Global Banking from April 2010 to January 2011, and as Vice Chairman of Citigroup from July 2009 to April 2010. He also served as Citigroup’s Chief Financial Officer during 2009, and was previously head of Global Banking and President and Chief Executive Officer of Citi Alternative Investments.

Mr. Kelly currently serves on the board of MetLife (since 2015) and was chairman of the board of directors at CSX Corporation until January 2019. He previously served on the board of XL Catlin (from 2014 to 2018). He also serves on the board of our primary subsidiary CBNA. Mr. Kelly joined Citigroup in 2008 from The Carlyle Group, a private investment firm, where he was a managing director. Prior to joining Carlyle in 2007, he was a Vice Chairman at PNC Financial Services Group following PNC’s acquisition of Mercantile Bankshares Corporation in 2007. He was Chairman, Chief Executive and President of Mercantile from 2003 to 2007. Before Mercantile, he was at J.P. Morgan where he held various positions including General Counsel and Secretary and managing director within J.P. Morgan’s investment banking business. Prior to joining J.P. Morgan, Mr. Kelly was a partner at the law firm of Davis Polk & Wardwell, where he specialized in matters related to financial institutions.

Mr. Kelly received his J.D. from the University of Virginia School of Law in 1981 and A.B. from Princeton University in 1975.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Robert G. Leary

Former Chief Executive Officer, The Olayan Group

Director  

Since

60        

2020        

◾ Risk

◾ None

◾ Financial Services

◾ Strategic Planning

◾ Executive Leadership

◾ Mergers & Acquisitions

◾ ESG

Experience, Skills and Qualifications

• Extensive investment and leadership experience with over 30 years in the financial services industry

• Expertise in business transformation and mergers and acquisitions

Background

Mr. Leary was Chief Executive Officer of The Olayan Group, a global investment firm, from May 2017 until July 2019. Prior to joining The Olayan Group, he served as CEO of Nuveen, a U.S.-based investment management firm that was acquired in 2014 by Teachers Insurance & Annuity Association – College Retirement Equities Fund (“TIAA-CREF”). Mr. Leary joined TIAA-CREF in 2013 and was instrumental in the acquisition and invigoration of Nuveen as well as its integration with TIAA-CREF’s pre-existing asset management business.

Mr. Leary began his career as an associate at the law firm of White & Case in New York and in 1989 opened that firm’s office in Saudi Arabia. He then moved into the financial services arena with leadership roles at J.P. Morgan & Co. and AIG Financial Products, and as CEO of ING Investment Management Americas and ING Insurance U.S. Mr. Leary currently serves on the advisory board of SPAC Sponsor Group, RMG Acquisitions and acts as Senior Advisor to The Council Advisors, a business consulting consortium. He also serves on the board of Intact Financial Corporation, a major insurer publicly listed in Canada, RSA Group plc, a subsidiary of Intact, and the board of the non-profit National Forest Foundation, an organization that helps conserve and protect U.S. national forests. He 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, both located in New York State.

Terrance J. Lillis

Retired Chief Financial Officer, Principal Financial Group, Inc.

Director  

Since

69        

2019        

◾ Audit

◾ None

◾ Financial Services

◾ Finance & Capital Management

◾ Risk Management

◾ Technology/Data Analysis

Experience, Skills and Qualifications

• Seasoned executive with 35 years experience in the financial services industry

• Prior service as Executive Vice President and Chief Financial Officer of Principal Financial Group, Inc.

• Experience in capital allocation, portfolio management and strategic transactions

Background

Mr. Lillis joined our board on February 1, 2019. Until his retirement in 2017, he was the Chief Financial Officer of Principal Financial Group, Inc. He joined Principal in 1982 as an actuarial student and held various senior actuarial, risk management and product-pricing roles through 2008 when he was appointed Chief Financial Officer.

Mr. Lillis currently serves on the Board of American Enterprise Mutual holding Company (since May 2020). He also serves on the Mercy Medical Center Board of Directors and the Command and General Staff College Foundation Board of Trustees. He is Chair of the Simpson College Board of Trustees and serves as Trustee for the Diocese of Southwest Iowa. Mr. Lillis also serves on the board of our primary subsidiary CBNA. He is a member of the American Academy of Actuaries and a Fellow of the Society of Actuaries.

Mr. Lillis received a bachelor’s degree from Simpson College after serving in the U.S. Army in the Republic of Korea and an M.S. degree in actuarial science from the University of Iowa in 1982.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Michele Siekerka

President and Chief Executive Officer, New Jersey Business and Industry Association

Director  

Since

-

◾ Investors Bancorp,  Inc.

◾ Strategic Planning

◾ Human Capital Management

◾ ESG

◾ Regulations & Compliance

Experience, Skills and Qualifications

·   Experienced professional with extensive market knowledge and legal and government affairs expertise

·   Service on the board of directors of a regional bank, Investors Bancorp, Inc.

Background

Ms. Siekerka is expected to join our Board upon the closing of the acquisition of Investors Bancorp, Inc. She currently serves on the Investors Bancorp and Investors Bank Boards (since 2013) which she joined upon the consummation of Investors Bancorp’s acquisition of Roma Financial Corporation where she served as Chairman.

Ms. Siekerka is a licensed attorney and President and CEO of the New Jersey Business and Industry Association. From 2010 to 2014, she was employed by the New Jersey Department of Environmental Protection, first as an Assistant Commissioner and then she completed her service as Deputy Commissioner. From 2004 to 2010, she served as the President and CEO of the Mercer Regional Chamber of Commerce. Prior to that, she was employed by AAA Mid-Atlantic first as vice president of human resources and then as senior counsel.

Ms. Siekerka serves on the Board of Choose New Jersey, New Jersey Innovation Institute, Junior Achievement of New Jersey, the National Association of Corporate Directors NJ Chapter and the Council of State Manufacturing Associations where she is also an Executive Committee Member. She is a former member of the Robbinsville Township Board of Education where she served as President from 2002 to 2005. She will also serve on the board of our primary subsidiary CBNA. Ms. Siekerka holds the NACD Directorship Certification and is a designated NACD Board Leadership Fellow.

Shivan Subramaniam

Retired Chairman and Chief Executive Officer, FM Global

Director  

Since

◾ Nominating & Corporate Governance (Chair)

◾ Compensation & HR

◾ Executive

◾ None

◾ Financial Services

◾ Strategic Planning

◾ Risk Management

◾ Human Capital
Management

Experience, Skills and Qualifications

·   Extensive business and management expertise, including serving as Chairman and Chief Executive Officer of FM Global

·   Expertise in the Insurance sector with over 40 years industry experience

·   Service on the boards of directors of FM Global, Lifespan Corporation and LSC Communications

Background

Mr. Subramaniam was Chairman of Factory Mutual Insurance Company, a commercial and industrial property insurer from 2002 until December 2017 and retired from the board in April 2018. He also served as President and Chief Executive Officer from 1999 until his retirement at the end of 2014. Previously, he served as Chairman and Chief Executive Officer at Allendale Insurance, a predecessor company of FM Global. Elected president of Allendale in 1992, he held a number of senior-level positions in finance and management after joining the company in 1974.

Mr. Subramaniam serves on the board of directors of Lifespan Corporation (since December 2006) and is a trustee of the board of Johnson & Wales University (since June 2021). He is also a director of the Rhode Island Public Expenditure Council. Mr. Subramanaiam also serves on the board of our primary subsidiary CBNA. He previously served on the board of LSC Communications (from October 2016 to March 2021).

Mr. Subramaniam received a bachelor’s degree in mechanical engineering from the Birla Institute of Technology, Pilani, India, and two master’s degrees—one in operations research from the Polytechnic at New York University, and another in management from the Sloan School of Management at the Massachusetts Institute of Technology.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Christopher J. Swift

Chairman and Chief Executive Officer, The Hartford Financial Services Group, Inc.

Director  

Since

◾ Risk

◾ The Hartford Financial Services Group, Inc.

◾ Executive Leadership

◾ Risk Management

◾ Finance & Capital Management

◾ Mergers & Acquisitions

Experience, Skills and Qualifications

·   Seasoned executive with 35 years experience in the insurance industry

·   Extensive background and experience in global restructuring and mergers and acquisitions

·   Service as Chairman and CEO of The Hartford and on numerous industry associations and academic institutions

Background

Mr. Swift joined the Board on February 1, 2021. He currently serves as chairman and chief executive officer of The Hartford Financial Services Group, Inc., a national leader in property & casualty insurance, group benefits and mutual funds. Mr. Swift joined The Hartford in March 2010 as Executive Vice President and Chief Financial Officer before being appointed as Chief Executive Officer in 2014 and Chairman in 2015. Prior to joining The Hartford, he held senior leadership and finance roles at American International Group (from 2003 to 2010). He began his career as a certified public accountant at KPMG LLP focused on financial services and was eventually appointed head of the Global Insurance Industry Practice.

Mr. Swift is on the executive committee and the board of directors of the American Property Casualty Insurance Association (APCIA). He is also a member of The Business Council, Chief Executives for Corporate Purpose (CECP), Council on Foreign Relations (CFR), 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.

Wendy Watson

Retired Executive Vice President, Global Services, State Street Bank & Trust Company

Director  

Since

◾ Audit (Chair)

◾ Compensation & HR

◾ Risk

◾ None

◾ Retail Banking

◾ Finance & Capital Management

◾ Regulations & Compliance

◾ Human Capital Management

Experience, Skills and Qualifications

·   Experienced executive in the financial services industry and extensive financial background, including serving as Executive Vice President, Global Services for State Street Bank & Trust Company

·   Fellowship with the National Association of Corporate Directors and credentials as a CPA and Certified Fraud Examiner

·   Advanced Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization

Background

Until her retirement in 2009, Ms. Watson was the Executive Vice President, Global Services for State Street Bank & Trust Company which she joined in 2000. Prior to that, she was with the Canadian Imperial Bank of Commerce where she served as Head of the Global Private Banking and Trust business and President & Chief Executive Officer, CIBC Finance. She also served as Chief Information Officer and as Head of Internal Audit for Confederation Life Insurance Company in Toronto.

Ms. Watson serves as a director of the Independent Order of the Foresters Life Insurance Company (since 2013) and MD Private Trust, a subsidiary of MD Financial Holdings (since 2015). She previously served on the boards of MD Financial Holdings (CMA Holdings) Canada and DAS Canada Insurance Company, a subsidiary of Munich Re (from 2010 to 2018). She serves on the Community Service Committee of Boston Children’s Hospital and the Advisory Board of Empathways. Ms. Watson also serves on the board of our primary subsidiary CBNA.

Ms. Watson is a graduate of McGill University in Montreal with a Bachelor of Commerce degree with majors in Accounting and Law.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Marita Zuraitis

Director, President and Chief Executive Officer, Horace Mann Educators Corporation

Director  

Since

◾ Nominating &  Corporate Governance

◾ Risk

◾ Horace Mann Educators Corporation

◾ Strategic Planning

◾ Executive Leadership

◾ Risk Management

◾ Regulations & Compliance

Experience, Skills and Qualifications

·   Seasoned executive in the financial services industry including experience as Chief Executive Officer of Horace Mann Educators Corporation

·   Expertise in the Insurance sector with over 30 years industry experience

·   Service on the boards of other companies and academic institutions

Background

Ms. Zuraitis is Director, President and Chief Executive Officer of Horace Mann Educators Corporation. Prior to joining Horace Mann in May 2013, she served as Executive Vice President and a member of the Executive Leadership Team for The Hanover Insurance Group, Inc. While at The Hanover Insurance Group, Ms. Zuraitis served as President, Property and Casualty Companies, a position she held since 2004. Previously, she was President and Chief Executive Officer, Commercial Lines for The St. Paul Travelers Companies.

Ms. Zuraitis serves as a member of the board of trustees for the American Institute for Chartered Property and Casualty Underwriters, and has been a member of the executive and the compensation committees since 2009, currently serving as chair, and a member of the board of directors of CopperPoint (since July 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 is a graduate of Fairfield University.

BOARD GOVERNANCE AND OVERSIGHT

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Board Leadership

KEY RESPONSIBILITIES OF THE LEAD DIRECTOR FACILITATOR Presides at Board and stockholder meetings where the Chairman is not present, including executive sessions of the independent directors Serves as a liaison, facilitating communication between independent directors and the Chairman Provides advice and guidance to the Chairman on board leadership, executive management and corporate strategy matters COLLABORATOR Reviews and approves agendas/agenda planners and materials for Board meetings in coordination with the Chairman, adding items to the agenda as appropriate Calls meetings of the independent directors as required Communicates with major stockholders and regulators upon request INDEPENDENT ADVOCATE Independent advocate and ensures accountability to investors when potential conflicts of interest arise between management and investors COMMUNICATOR Discusses with the CEO, together with the Chair of the Compensation and HR Committee, the results of the Boards annual evaluation of the CEOs performance

KEY RESPONSIBILITIES OF THE LEAD DIRECTOR FACILITOR Presides at Board and stockholder meetings where the Chairman is not present, including executive sessions of the independent directors Serves as a liaison, facilitating communication between independent directors and the Chairman Provides advice and guidance to the Chairman on board leadership, executive management and corporate strategy matters COLLABORATOR Reviews and approves agendas/agenda planners and materials for Borad meetings in coordination with the Chairman, adding items to the agenda as appropraite Calls meetings of the independent directors as required Communicates with major stockholders and regulators upon request INDEPENDENT ADVOCATE Independent advocate ensuring accountability to investors when potential conflicts of interest arise between management and investors COMMUNICATOR Discusses with the CEO, together with the Chair of the Compensation and HR Committee, the results of the Board's annual evaluation of the CEO's performance

Our Chief Executive Officer, Mr. Van Saun, serves as Chairman of the Board, while an independent director, Mr. Subramaniam, serves as Lead Director. The Lead Director is designated by the Board, based on the recommendation of the Nominating and Corporate Governance Committee.

The Board has determined that a combined Chairman and Chief Executive Officer position, with an independent Lead Director, is the most appropriate Board leadership structure for the Company. Having a combined Chairman and Chief Executive Officer:

Ø   provides efficient and effective governance and leadership to the Company;

➣   ensures the Board is apprised of current risks and issues that may impact the Company in a timely manner; and

➣   presents a single point of leadership to all Company stakeholders.

The Board reviews its leadership structure periodically and in doing so considers the composition of the Board, the needs of the Company and its stockholders, peer company practices, and other factors, retaining the flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer in any manner that serves the best interests of the Company.

Executive Sessions of our Non-Employee Directors

The Company’s non-employee directors, who are all independent, participate in regularly scheduled executive sessions in which management does not participate. In addition, each of the Board committees, which are comprised solely of independent directors, hold regularly scheduled executive sessions. Our Lead Director, Mr. Subramaniam, presides at each executive session of the Board. Interested persons may make their concerns known directly to Mr. Subramaniam, his successor or the non-employee directors as a group by submitting their written correspondence to the Company’s Corporate Secretary located at 600 Washington Boulevard, Stamford, Connecticut 06901. The Corporate Secretary may facilitate such direct communication to the Lead Director or the non-employee directors as a group by reviewing, sorting and summarizing such communications.

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

DIRECTOR

AUDIT

COMPENSATION

& HR

NOMINATING &
CORPORATE
GOVERNANCE

RISK

Lee Alexander

Member

Christine M. Cumming

Member

Member

William P. Hankowsky

Member

Member

Leo I. Higdon

Member

Chair

Edward J. Kelly III

Member

Member

Charles J. Koch

Member

Chair

Robert G. Leary

Member

Terrance J. Lillis

Member

Shivan Subramaniam

Member

Chair

Christopher J. Swift

Member

Wendy A. Watson

Chair

Member

Member

Marita Zuraitis

Member

Member

Number of meetings

12

9

4

6

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Members:

Wendy A. Watson (Chair)

Lee Alexander

William P. Hankowsky

Leo I. Higdon

Charles J. Koch

Terrance J. Lillis

Meetings held in 2021: 12

The Audit Committee reviews and, as it deems appropriate, recommends to the Board our internal accounting and financial controls and the accounting principles and auditing practices and procedures to be employed in preparation and review of our financial statements. The Audit Committee is also directly responsible for the appointment, compensation, retention and evaluation of the qualifications, independence and performance of our independent public auditors.

Each member of the Audit Committee meets the independence requirements of the NYSE and is financially literate, and each member of the Audit Committee is an independent director under Rule 10A-3 under the Exchange Act. In addition, Ms. Watson, Mr. Hankowsky, Mr. Higdon, Mr. Koch and Mr. Lillis is an audit committee financial expert.

The Audit Committee charter is available on the corporate governance section of our website at https://investor.citizensbank.com/about-us/investor-relations/corporate-governance.aspx.

Compensation &

HR Committee    

Members:

Leo I. Higdon (Chair)

William P. Hankowsky

Edward J. Kelly III

Shivan Subramaniam

Wendy A. Watson

Meetings held in 2021: 9

The Compensation and HR Committee establishes, implements and monitors our executive compensation plans and programs and determines compensation for our CEO and other executives. The Compensation and HR Committee also oversees our material compensation and benefit plans, makes recommendations to the Board on non-employee director compensation, and reviews talent management and succession plans as well as diversity, equity and inclusion programs.

Each member of the Compensation and HR Committee meets the independence requirements of the NYSE and Rule 10C-1 of the Exchange Act and is a “non-employee director” under Exchange Act Rule 16b-3. Compensation Advisory Partners, LLC provides guidance and advice to the Compensation and HR Committee on compensation-related matters. See “Compensation Matters—Compensation Discussion and Analysis—Section 4. Governance Policies and Practices—Compensation Consultants.”

The Compensation and HR Committee charter is available on the corporate governance section of our website at https://investor.citizensbank.com/about-us/investor-relations/corporate-governance.aspx.

Nominating & Corporate        Governance    Committee     

Members:

Shivan Subramaniam (Chair)

Christine M. Cumming

Edward J. Kelly III

Marita Zuraitis

Meetings held in 2021: 4

The Nominating and Corporate Governance Committee reviews and, as it deems appropriate, recommends to the Board policies and procedures relating to director and board committee nominations and corporate governance. It also oversees the development and implementation of the Board annual training and continuing education program, the annual Board and committee self-evaluation process and the Company’s commitment to environmental, social, and governance (“ESG”) matters and reporting.

Each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE.

The Nominating and Corporate Governance Committee charter is available on  the corporate governance section of our website at https://investor.citizensbank.com/

about-us/investor-relations/corporate-governance.aspx.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Members:

Charles J. Koch (Chair)

Christine M. Cumming

Robert G. Leary

Christopher J. Swift

Wendy A. Watson

Marita Zuraitis

Meetings held in 2021: 6

The Risk Committee reviews and, as it deems appropriate, recommends to the Board the design and implementation of our risk strategy and policy, risk appetite framework and specific risk appetites and limits. The Risk Committee also oversees our enterprise risk management governance framework and reviews the due diligence of any proposed strategic transaction. In addition, the Risk Committee oversees the Chief Risk Officer and the internal risk management function of the Company.

Each member of the Risk Committee meets the independence requirements of the NYSE. Mr. Koch qualifies as an expert, as required by federal banking regulations, having the experience in identifying, assessing and managing large, complex financial firms’ risk exposures relevant to the Company’s particular risks and commensurate with the Company’s structure, risk profile, complexity, activities and size. As required by the Risk Committee charter, the chair of the committee, Mr. Koch, is also a non-executive director who meets the criteria for independence specified by the Federal Reserve Board’s Enhanced Prudential Standards (12 CFR 252.33(a)(4)(ii)).

The Risk Committee charter is available on the corporate governance section of our website at https://investor.citizensbank.com/about-us/investor-relations/corporate-governance.aspx

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Stockholder Outreach

Throughout the year we interact and communicate with our stockholders in a number of forums, including quarterly earnings presentations, investor conferences, press releases and SEC filings, stockholder dialogue, our proxy statement and the annual meeting of stockholders.

On an annual basis, we proactively reach out to our largest stockholders to solicit feedback which we use to enhance our current practices. We also hold discussions with additional stockholders at their request. Feedback received is shared with the Board which discusses follow-up actions as appropriate.

As we continue to navigate through these exceptional times it was important to us to maintain an open dialogue with investors and listen to their perspectives. During 2021, we conducted two outreach programs. In the Spring we reached out to 28 of our largest stockholders holding over 62 percent of our outstanding stock, and in the Fall we reached out to 25 of our largest stockholders holding over 65 percent of our outstanding stock. During the course of our engagements we ultimately met with multiple stockholders representing approximately 38 percent of our outstanding stock. These discussions focused on our progress on ESG matters, climate actions and reporting, human capital management, executive compensation, corporate governance, and board composition.

Stockholder feedback, together with ongoing reviews of market and peer practice have resulted in several enhancements to our governance and compensation practices and related disclosure in recent years. Stockholders we have spoken to have expressed their support for the enhancements we have made to board diversity and disclosures, our executive compensation program, and stockholder rights, and have recognized the significant progress we have made in oversight and management of ESG matters and related reporting.

Communications with the Board

STOCKHOLDER OUTREACH WHAT WE DISCUSSED & WHAT WE DID Stockholder rights Requesting stockholder approval to eliminate super majority voting requirementsDiversity disclosures Enhanced proxy disclosers to identify diversity characteristics of individual director and have enhanced disclosure to colleague demographics to further align with EEOC reportingBoard composition Increased racial and gender diversity of the BoardOversight of ESG matters Published results of our ESG materiality assessment, aligned reporting to GRI and SASB, and established reduction targets for scope 1 and 2 GHG emissionsPay equity Made a formal commitment to pay equity and subsequently disclosed the result of our third-party analysisHuman capital Provided additional discloser highlighting key elements of how we manage human capital

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

EXECUTIVE OFFICERS

Bruce Van Saun, Chairman and Chief Executive Officer

Bruce Van Saun’s biography and related information may be found above under “Corporate Governance Matters—Proposal One - Election of Directors”

Mary Ellen Baker, Executive Vice President and Head of Business Services

Mary Ellen Baker, age 64, has responsibility for Information & Corporate Security, Process Reengineering Technology and Cybersecurity Risk as well as the Integration Management Office overseeing Citizens’ acquisition integrations. Ms. Baker joined the Company in August 2016 from PNC Financial Services Group, Inc. where she most recently held the title of Executive Vice President of Enterprise Services. She previously worked for Bank of America Corporation as Head of Enterprise Resiliency and Corporate Services and Head of Technology and Operations for the Consumer and Small Business Bank. Throughout her career, Ms. Baker

has led numerous strategic projects in the areas of technology and operations, including supply chain, risk management, new technology implementation, and crisis response initiatives. Ms. Baker is a graduate of Western Michigan University.

Brendan Coughlin, Executive Vice President and Head of Consumer Banking

Brendan Coughlin, age 42, was appointed to the role of Head of Consumer Banking at Citizens Bank with responsibility for both national and regional banking in January 2020. This includes the branch and call center distribution, business banking, mortgage banking, wealth management, product lines including checking, savings, debit and credit cards, auto finance, home equity, student and personal unsecured lending. Mr. Coughlin has been with Citizens for more than 15 years and has held numerous positions in Consumer Banking product management and consumer finance. He was named president of Consumer

Lending in June 2015. Previously, he was the head of marketing for Consumer Finance. Prior to joining Citizens, Mr. Coughlin worked at Bank of America and FleetBoston Financial in a variety of business areas, including corporate strategy, mortgage product management and retail distribution /M&A. Mr. Coughlin serves on the board of directors of uAspire, a national nonprofit aimed at increasing access to higher education among inner-city youth and actively represents the bank on the CBA Education Funding Committee, the nation’s most influential financial services trade organization for student lending. Mr. Coughlin received his bachelor’s degree from Boston College in finance and marketing and an M.B.A. from Babson College.

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Malcolm Griggs, Executive Vice President, Chief Risk Officer and General Counsel*

Malcolm Griggs, age 61, has been Executive Vice President and Chief Risk Officer since April 2016. Mr. Griggs joined the Company in December 2014 as Executive Vice President and Chief Credit Officer. He is responsible for all credit, market, regulatory, compliance and operational risk management for the Company. In March 2021, Mr. Griggs assumed the additional duties of General Counsel and Chief Legal Officer of the Company. Prior to joining Citizens, Mr. Griggs was head of business risk and controls for the U.S. Consumer and Commercial Banking business at Citigroup. Mr. Griggs has had a wide range of risk

management responsibility over his banking career, including senior risk positions at Morgan Stanley Private Bank, Bank of America, Wachovia, and as the first Chief Risk Officer at Fifth Third Bank. He also served on the national Board of Directors of the Risk Management Association, including serving as Chairman. He currently serves as President of the Board of the Rhode Island Philharmonic Orchestra and Music School. Mr. Griggs received his undergraduate and law degrees from the University of North Carolina at Chapel Hill.

Beth Johnson, Executive Vice President and Chief Experience Officer

Beth Johnson, age 50, was appointed to the role of Chief Experience Officer in January 2020. In this role, Ms. Johnson leads an organization focused on improving the customer experience by advancing the bank’s overall capabilities in analytics, digital, marketing and payments. She previously served as chief marketing officer and head of virtual channels, and was responsible for corporate-wide marketing activities and for advancing Consumer Banking growth and profitability by leading and aligning the business’ strategy, brand, customer experience and data analytics efforts. Prior to joining Citizens in

2013 as head of Corporate Strategy, Ms. Johnson was a senior leader at Bain and Company. She served as a partner and leader of its customer strategy and marketing practice, specializing in financial services and regularly co- authored Bain’s annual Customer Loyalty in Banking study. Prior to that, Ms. Johnson also held roles at J.P. Morgan and Goldman Sachs, where she focused on fixed income and derivatives products for commercial banking clients as well as risk management. She earned a bachelor’s degree in economics and MMSS from Northwestern University and a M.B.A. from Stanford.

Susan LaMonica, Executive Vice President and Chief Human Resources Officer

Susan LaMonica, age 60, has been Chief Human Resources Officer since 2011 and is responsible for developing and driving people strategies to support Citizens’ business plans. She has responsibility for organizational development and culture, leadership and talent development, learning, DE&I, compensation and benefits, and human resource operations. Ms. LaMonica is also responsible for corporate affairs including the Company’s corporate social responsibility and ESG activities. Prior to joining Citizens in 2011, Ms. LaMonica held senior leadership roles at J.P. Morgan Chase. She served as

the head of human resources for the investment banking and markets division globally, and before that served as the head of human resources for the consumer and commercial banking division. She also served as global head of development for the bank, leading the firm’s efforts around talent, leadership, learning, diversity, culture and organizational change. During her tenure she played a key role for human resources in a number of bank mergers. Before moving into human resources, Ms. LaMonica began her career with Chase Manhattan Bank, holding a number of roles in operations, risk and retail banking. Ms. LaMonica earned a B.S. in finance from Boston College and an M.B.A. in finance from New York University.

    2022  

CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

Donald H. McCree III, Vice Chairman and Head of Commercial Banking

Donald H. McCree III, age 60, has been Vice Chairman of our Commercial Banking Division since August 2015. Prior to joining the Company, Mr. McCree served in a number of senior leadership positions over the course of 31 years at J.P. Morgan Chase & Co. and its predecessor companies. Most recently, Mr. McCree was Head of Corporate Banking and Chief Executive Officer of Global Treasury Services at J.P. Morgan, where he was responsible for providing relationship banking services to commercial clients as well as treasury and trade finance solutions to small businesses, multinational corporations, financial

services firms and government entities worldwide. Prior to becoming Head of Corporate Banking, Mr. McCree’s roles at J.P. Morgan included Head of Global Credit Markets, North American Co-Head of Fixed Income and Head of Wholesale Risk Management. He also served as Head of Treasury and Corporate Development and was based in London for several years, where he served as European Co-Head of Investment Banking and Head of European and Asian Syndicated Finance. Mr. McCree received his B.A. from the University of Vermont.

C. Jack Read, Executive Vice President and Controller

C. Jack Read, age 53, joined the Company in July 2018 as Executive Vice President and Controller, and assumed the position of Chief Accounting Officer in August 2018. Mr. Read’s responsibilities include oversight of SEC and Regulatory reporting, Corporate Tax, Finance Risk and Sarbanes Oxley. Mr. Read joined the Company from Mitsubishi UFJ Financial Group, Inc. (MUFG), where he served as Managing Director, Head of Operational Risk for the Americas from 2016 to 2018, Head of Financial Operations for the Americas from 2013 to 2015 and Corporate Tax Director from 2010 to 2012. Prior to joining MUFG,

Mr. Read was a Managing Director in the Corporate Tax Department at J.P. Morgan Chase and at Washington Mutual, a predecessor entity. Mr. Read began his career in 1993 with KPMG becoming partner in the Tax Advisory division. Mr. Read holds a J.D. from Temple University Law School and a B.B.A. from the Isenberg School of Management at University of Massachusetts Amherst.

Michael Ruttledge, Executive Vice President and Chief Information Officer

Michael Ruttledge, age 58, is Chief Information Officer and Head of Technology Services for Citizens Financial Group. He oversees all aspects of the bank’s technology environment, from customer- and client-facing applications to the people, processes and infrastructure supporting Citizens’ day-to-day business operations. Mr. Ruttledge spearheaded our Next Generation Technology transformation to modernize the bank and deliver personalized, digital solutions for customers. He has delivered a major up-skilling initiative and strong culture of learning through immersive Engineering and Architecture

Academies, digital credentialing and building of critical skills for the future such as AI, Blockchain, Modern API’s and Cloud. Before joining Citizens in 2019, he previously held the position of Chief Information Officer of American Express Co. He has more than 20 years of experience in infrastructure and engineering roles within the financial services industry including payments, merchant services, customer service, risk, fraud, banking and finance. During his career he has maintained a focus on developing the vision, strategy and innovative culture to execute new digital capabilities, big data, payments, and next generation analytics platforms that advance business strategies. He received a graduate degree in Information Systems from the University of Brighton in the United Kingdom.

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

John F. Woods, Vice Chairman and Chief Financial Officer

John F. Woods, age 57, joined the Company in February 2017. He assumed the position of Chief Financial Officer in March 2017 and was appointed Vice Chairman in February 2019. Mr. Woods has responsibility for our Financial Planning, Controller, Investor Relations, Strategy and Corporate Development, Treasury, business line finance and Property and Procurement groups. Mr. Woods joined the Company from Mitsubishi UFJ Financial Group, Inc. (MUFG), where he served as Chief Financial Officer of MUFG Americas, which operates MUFG Union Bank, since 2013. He previously served as Vice Chairman and Chief Financial Officer for Union Bank since 2009. Prior to that, Mr. Woods held business unit Chief Financial

Officer positions at J.P. Morgan Chase and other large financial institutions. Mr. Woods began his financial career in 1986 with Arthur Andersen in Washington, D.C., ending as a partner in the financial and risk consulting group. Mr. Woods serves on the board of Prove Identity Inc. (since December 2021). He holds a Bachelor of Science degree in Commerce from the University of Virginia at Charlottesville.

RELATED PERSON TRANSACTIONS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE GOVERNANCE MATTERS

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE RESPONSIBILITY

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”)

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE RESPONSIBILITY

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE RESPONSIBILITY

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CITIZENS FINANCIAL GROUP, INC. PROXY STATEMENT - CORPORATE RESPONSIBILITY

◾  Targets adopted to reduce our Scope 1 and 2 GHG emissions 30% by 2025 and 50% by 2035, based on our 2016 baseline.

◾  Received a score of “B” on our 2021 CDP Climate Change Questionnaire response.

◾  Green Deposits product gives clients the opportunity to direct deposits to investments in sectors such as energy efficiency; renewable energy; green transport; sustainable food, agriculture, and forestry; waste management; and greenhouse gas reduction.

◾  More than $429 million invested in renewable energy projects as of December 31, 2021 with ongoing exploration of opportunities to increase lending and investments in renewable energy and energy efficiency projects.

◾  Utilizing recommendations from the TCFD to inform and guide climate efforts and future disclosures.

◾  Created new “Head of Sustainability” role within our Corporate Strategy division to advance our environmental sustainability efforts.

Health and Well-being

◾  Competitive and comprehensive benefits and wellness package, which is continuously evaluated.

◾  Recent introduction of additional mental health resources as well as backup adult/childcare.

◾  Return to office strategy driven by colleague well-being.

◾  Continuation of heightened protocols in all locations.

Customers

◾  Office of Fair Banking integrated into product governance processes to ensure products are fair and inclusive

◾  Commercial Credit Policy includes an Environmental, Social, and Ethical (ESE) Screening.

◾  Clients provided with ESG-aligned investment solutions that include mutual funds and exchange-traded funds comprised of companies regarded to have strong ESG characteristics.

◾  Transparency and accessibility of banking increased with new checking product feature Citizens Peace of Mind^TM which helps customers avoid unexpected overdraft fees by providing automatic rebate if cured within 24-hours as well as real-time digital monitoring and low-balance alerts.

◾  Artificial Intelligence Governance Forum reviews key ethical considerations around the use of artificial intelligence/machine learning technologies including bias management, transparency, explainability, fairness, quality, privacy and overall soundness.

Diversity, Equity and Inclusion (“DE&I”)

◾  Continued execution of initiatives funded through our $10 million social equity commitment and our $500 million commitment to providing access to capital in minority communities.

◾  Diverse hire commitment, through which at least 50% of candidates interviewed for senior roles must be diverse.

◾  Executive DE&I scorecards reviewed quarterly to enhance transparency and accountability.

◾  Commitment to public disclosure on DE&I issues, including disclosure of pay equity analysis results and disclosure of colleague demographics to further align with EEOC reporting.

◾  Six active business resource groups, whose members play an important role in advancing business strategy and the DE&I strategy.

Growth and Career Development

◾  Culture of continuous learning, which we believe is necessary for colleagues to thrive and feel a sense of accomplishment and purpose.

◾  Comprehensive development and training programs, including technical and skills-based programs and resources aligned with leadership competencies.

◾  Programs are designed to equip colleagues with the skills necessary to excel in their current roles and to enable them to be highly valuable contributors in the future.

Community

◾  Collegues volunteered more than 154,000 hours in our communities and participated in our first Skills-Based Volunteer Day of Service

◾  Community giving program focused on Fighting Hunger, Financial Empowerment and Strengthening Communities through Economic and Workforce Development

◾  Achieved a Community Reinvestment Act Rating of “Outstanding” from the Office of the Comptroller of the Currency for its most recent examination period.