CITIZENS FINANCIAL GROUP INC/RI
For the period ended Apr 25, 2024. Filed Mar 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter from the Chairman and Chief Executive Officer
Dear Fellow Shareholder,
On behalf of the Board of Directors, I am pleased to invite you to attend our annual meeting of shareholders to be held on Thursday, April 25, 2024 at 9:00 a.m. Eastern Time at our headquarters located at One Citizens Plaza, Providence, Rhode Island 02903.Positioned well for continued successThis fall will mark 10 years since our IPO, and, in that time, we have worked hard to grow Citizens into a top-performing organization focused on performing our best every day for all of those we serve. The resilience of our business model, our ability to adapt and our customer-focused mindset enabled us to successfully navigate a challenging year in 2023. Our strategic investments in our business, technology and people have positioned us well for continued success, both today and over the longer-term. We remain committed to supporting our customers throughout their unique financial journeys, guided by our mission to help all of our stakeholders reach their potential. Your vote mattersYour vote is important and, whether or not you plan to attend the meeting, we encourage you to access electronic voting via the Internet or utilize the automated telephone voting feature as described on your Notice of Internet Availability of Proxy Materials or proxy card. Alternatively, you may sign, date and return the proxy card in the envelope provided. You may also vote at the meeting if you plan to attend. Finally, I would like to thank Shivan Subramaniam for his service on our Board. Mr. Subramaniam will retire after his current term expires at the conclusion of the Annual Meeting. We appreciate the dedication he has shown to the Company and his extensive contributions during his time on the Board.We thank you for your support of Citizens Financial Group, Inc.Sincerely,Bruce Van SaunChairman of the Board andChief Executive OfficerMarch 11, 2024
“Our strategic investments in our business, technology and people have positioned us well for continued success”–Bruce Van Saun
| Citizens Financial Group | 1 |
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Letter from the Lead Independent Director
Dear Fellow Shareholder,
2023 was a year that provided challenges and opportunities as we navigated a turbulent external environment. Throughout the year, the Board remained focused on the resiliency of the Company's business model, working closely with management and overseeing adjustments to our strategy to ensure we continue to deliver for our customers, colleagues, communities and shareholders.
Commitment to strong corporate governance
We are approaching our tenth year as a public company and our journey reflects our unwavering commitment to strong corporate governance. This commitment includes hearing from our shareholders. Understanding your perspectives helps us inform how we oversee the Company and, since becoming a public company, we have continually taken action to enhance our corporate governance in line with best practices. This has included strengthening shareholder rights, implementing additional practices to support board effectiveness, evolving our compensation program design and related disclosures, and ensuring compensation decisions remain aligned with Company performance.
Refreshed board composition
As Lead Independent Director, I am proud of the Board we have built. In preparation for my upcoming retirement, Tracy A. Atkinson joined the Board on March 1, 2024, and Edward J. Kelly III was named my successor as Lead Independent Director, and will be appointed to the position following the Annual Meeting, subject to his re-election. The nominees represent a strong, diverse board with an appropriate balance of long tenured directors with institutional knowledge and more recently elected directors with fresh new perspectives, collectively demonstrating the skills and experience necessary to oversee strong execution of the Company's long-term strategy.
Driving sustainable growth
We continue to focus on the environmental, social and governance matters most important to our Company and our stakeholders. This includes leading with robust corporate governance, driving positive climate impact, building the workforce of the future and fostering strong communities. In 2023, we made a sustainability announcement, which included a $50 billion Sustainable Finance Target, a commitment to engage corporate clients on climate-related matters, and our intention to be carbon neutral by 2035. We're committed to supporting our clients as they transition to a lower-carbon future.
Your support is important
In the accompanying proxy statement, we share essential information about your Board’s role in shaping Citizens’ Credo, values, governance, and strategy. Whether or not you can attend the Annual Meeting, we welcome your participation with Citizens and, on behalf of the Board, thank you for your continued support.
Sincerely,Shivan SubramaniamLead Independent Director and Chair, Nominating and Corporate Governance CommitteeMarch 11, 2024
| 2 | 2024 Proxy Statement |
Notice of Annual Meeting of Shareholders
| Matters to be Voted On | |
|---|---|
| Date and TimeApril 25, 2024 at 9:00 a.m. Eastern TimeLocationOne Citizens Plaza, Providence, Rhode Island 02903.Record DateFebruary 28, 2024. Shareholders of record as of this date are entitled to notice of, and to vote at, the Annual Meeting. | |
| 1 | Elect the Thirteen Named Director Nominees |
| 2 | Approve the Amended & Restated 2014 Non-Employee Directors Compensation Plan |
| 3 | Advisory Vote on Executive Compensation |
| 4 | Approve the Amended & Restated 2014 Omnibus Incentive Plan |
| 5 | Approve the Amended & Restated 2014 Employee Stock Purchase Plan |
| 6 | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year |
| 7 | Any other business that may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof |
| AdmissionTo attend the meeting 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 shareholder, you must also bring a letter from the shareholder 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 shareholders and guests are not permitted to attend the meeting.NoticeFor our Annual Meeting, we have elected to use the Internet as the primary means of providing our proxy materials to shareholders. We will send to shareholders of record a Notice of Annual Meeting of Shareholders (the "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 shareholders may obtain paper copies of our proxy materials free of charge.By Order of the Board of DirectorsRobin S. ElkowitzExecutive Vice President, Deputy General Counsel and SecretaryStamford, ConnecticutMarch 11, 2024 | |
| How to VoteThe 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. | |
| Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on April 25, 2024: We will first mail the Notice to shareholders on or about March 11, 2024. On or about the same day, we will begin mailing hard copies of this Notice of the Annual Meeting of Shareholders and Proxy Statement, our 2023 Annual Report on Form 10-K and our 2023 Annual Review to those shareholders who have requested them. Copies of these materials will be available at www.edocumentview.com/CFG | |
| Citizens Financial Group | 3 |
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Table of Contents to Proxy Statement
| About Citizens | 5 | |
|---|---|---|
| Our Business | 5 | |
| Our Strategic Priorities | 5 | |
| Our 2023 Performance | 6 | |
| Driving Sustainable Growth | 7 | |
| Proxy Statement Summary | 9 | |
| Matters to be Voted at the Annual Meeting | 9 | |
| Our Board and Governance | 11 | |
| Our Executive Compensation Program | 14 | |
| Corporate Governance Matters | 16 | |
| PROPOSAL 1 | Elect the Thirteen Named Director Nominees | 16 |
| Director Nominees | 17 | |
| Director Selection, Nomination and Refreshment | 25 | |
| Board Structure | 29 | |
| Board Oversight Responsibilities | 33 | |
| Board Engagement | 39 | |
| Board Effectiveness | 41 | |
| Director Compensation | 43 | |
| PROPOSAL 2 | Approve the Amended & Restated 2014 Non-Employee Directors Compensation Plan | 45 |
| Executive Officers | 50 | |
| Compensation Matters | 54 | |
| PROPOSAL 3 | Advisory Vote on Executive Compensation | 54 |
| Compensation Discussion and Analysis | 55 | |
| Executive Compensation Tables | 73 | |
| Termination of Employment and Change of Control | 79 | |
| Role of Risk Management in Compensation | 86 | |
| Dodd-Frank Compensation Disclosure | 86 | |
| PROPOSAL 4 | Approve the Amended & Restated 2014 Omnibus Incentive Plan | 91 |
| PROPOSAL 5 | Approve the Amended & Restated 2014 Employee Stock Purchase Plan | 101 |
| Audit Matters | 105 | |
|---|---|---|
| PROPOSAL 6 | Ratify the Appointment of our Independent Registered Public Accounting Firm | 105 |
| Other Items | 107 | |
| Security Ownership of Certain Beneficial Owners and Management | 107 | |
| Delinquent Section 16(a) Reporting | 109 | |
| Other Business at the Annual Meeting | 110 | |
| 2025 Annual Meeting and Shareholder Proposals | 110 | |
| Householding of Annual Disclosure Documents | 111 | |
| Cautionary Statement About Forward-Looking Information | 111 | |
| Information Not Incorporated by Reference | 111 | |
| Questions and Answers about the Proxy Materials and the Annual Meeting | 112 | |
| Appendix A—Non-GAAP Financial Measures and Reconciliations | 117 | |
| Appendix B—Amended & Restated 2014 Non-Employee Directors Compensation Plan | 122 | |
| Appendix C—Amended & Restated 2014 Omnibus Incentive Plan | 130 | |
| Appendix D—Amended and Restated 2014 Employee Stock Purchase Plan | 141 | |
| FREQUENTLY REQUESTED INFORMATION | ||
| Driving Sustainable Growth | 7 | |
| Key Corporate Governance Practices | 13 | |
| Board Skills, Demographics and Diversity | 17 | |
| Shareholder Engagement and Responsiveness | 39 | |
| Executive Compensation Overview | 55 | |
| Evaluating Performance and Determining Compensation | 63 | |
| 2023 Compensation Decisions | 66 | |
| Questions and Answers about the Proxy Materials and the Annual Meeting | 112 | |
| 4 | 2024 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.