CITIZENS FINANCIAL GROUP INC/RI
For the period ended Apr 24, 2025. Filed Mar 10, 2025.
View on SEC.govAbout this filing
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 24, 2025 · Filed Mar 10, 2025
Contents
Our Compensation-Setting Process
Process Overview
The Compensation and HR Committee's high-level process for evaluating performance and determining executive compensation is below.
| SET GOALS, TARGETS, AND PAY MIX | EVALUATE PERFORMANCE | DETERMINE COMPENSATION |
|---|---|---|
| •Set NEOs' objective key results, consistent with Company goals•Review NEOs' total compensation targets•Establish variable pay mixes for the performance year, including for NEOs•Consider any program design changes suggested by shareholders | •Monitor Company and NEO performance throughout the year, with comprehensive year-end reviews occurring in December and January•Consider other inputs, including but not limited to the Chief Risk Officer's assessment of NEOs' risk performance as well as the CEO's and Chief Human Resources Officer's assessments of NEOs' individual performance (other than for themselves) | •Determine corporate performance factor, which applies to all NEOs •Perform assessment considering individual performance (such as performance of the NEO's division, momentum toward longer-term goals, leadership, etc.) and other relevant inputs |
| 60 | 2025 Proxy Statement |
NEO Compensation Targets
Starting this year, total compensation targets have been established for all NEOs which will be reviewed annually. Prior to this year, only our CEO had a compensation target. In determining targets, the Compensation and HR Committee reviews peer and industry market data including target compensation levels, actual compensation levels as disclosed in the most recent proxy statements, and additional survey data provided by AON McLagan, in each case, for the most recent year and prior years. The Compensation and HR Committee then evaluates additional factors to arrive at an appropriate target for each NEO, including the appropriateness of the job match, an executive’s responsibilities, experience, and tenure in role, internal equity conside rations, and succession planning considerations. Compensation targets in place for each NEO for the 2024 performance year can be found earlier in"—Executive Compensation Overview—NEO 2024 Performance Year Compensation".
Evaluating Performance
Executive compensation is determined by the Compensation and HR Committee following a comprehensive evaluation of performance from a variety of perspectives – financial performance as well as other aspects of business execution, including strategic priorities, delivering for stakeholders (customers, colleagues, community), and risk and control. Performance is monitored by the Compensation and HR Committee throughout the year, with an in-depth review of Company and individual performance occurring at year-end. At year-end, our Chief Risk Officer also conducts an independent risk evaluation of the NEOs and assigns a risk rating for each executive (which is in addition to overall performance ratings), the results of which are considered by the Compensation and HR Committee in evaluating performance and determining pay.
Following discussions with shareholders, changes were made during 2024 to incorporate additional structure into our framework for evaluating performance and determining pay. The graphic below summarizes our recently revised framework for evaluating performance, which the Compensation and HR Committee believes illustrates how seriously it takes shareholder feedback.
The Compensation and HR Committee determines a corporate performance factor for the relevant year. The corporate performance factor is comprised of financial performance (weighted 60%) and business execution, encompassing strategic priorities, delivering for stakeholders, and risk and control (weighted 40%), each with a possible achievement level of 0% to 150%. The corporate performance factor applies to each NEO. 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.
| Corporate Performance Factor(0% - 150%) | = | |
|---|---|---|
| Compensation & HR Committee Assessment(+/-20%) | Variable PayDecision(as a % of Target) | |
| Financial(60%) | BusinessExecution (40%) |
| Citizens Financial Group | 61 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.