CITIZENS FINANCIAL GROUP INC/RI
For the period ended Apr 23, 2026. Filed Mar 9, 2026.
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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 23, 2026 · Filed Mar 9, 2026
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) and other relevant inputs |
| 60 | 2026 Proxy Statement |
NEO Compensation Targets
Total compensation targets are established for all NEOs and are reviewed annually, which is a compensation practice that we extended beyond our CEO starting with performance year 2024. 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 2025 performance year can be found earlier in"—Executive Compensation Overview—NEO 2025 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 in 2024 to incorporate additional structure into our framework for evaluating performance and determining pay. The graphic below summarizes our refreshed framework for evaluating performance, which continued for performance year 2025 and 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 (weighted 40%), encompassing strategic priorities, delivering for stakeholders, and risk and control, 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%) |
Aunoy Banerjee 2025 Compensation Arrangement
Our Chief Financial Officer, Aunoy Banerjee, joined the Company in October 2025. Mr. Banerjee's 2025 compensation was established pursuant to his employment agreement, including guaranteed 2025 variable compensation of $3.7 million, which was discounted by the amount of the role-based allowance he received from his former employer in 2025. For 2026, Mr. Banerjee does not have guaranteed compensation and will participate in the Company’s variable incentive compensation program on the same terms as other executives. Mr. Banerjee's employment agreement also provided for a $5 million buy-out award, granted partially in RSUs ($3.5 million) and partially in deferred cash ($1.5 million), each vesting over four years and intended to replace compensation from his former employer that was forfeited upon his resignation. The other provisions of Mr. Banerjee's employment agreement are consistent with the agreements of other named executive officers and are described in "Termination of Employment and Change of Control—Employment Agreements with our NEOs—Employment Agreements with Other NEOs."
| Citizens Financial Group | 61 |
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