Citizens Financial Group (CFG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2026, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal on majority voting.

• 2025 financial performance was strong, with EPS of $3.86, ROTCE of 11.2%, and total shareholder return ranking second among peers.

• Strategic focus on expanding Private Bank, digital transformation, and disciplined risk management.

• Ongoing investments in technology, AI, and workforce development to drive sustainable growth.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, an advisory say-on-pay, ratification of Deloitte as auditor, and a shareholder proposal to adopt a majority voting standard.

• Board recommends voting for all directors, for executive compensation, for auditor ratification, and against the majority voting proposal, citing prior removal of supermajority provisions.

Board of directors and corporate governance

• Board consists of 12 nominees, 92% independent, with a mix of tenures and diverse backgrounds.

• Annual director elections with majority voting, mandatory retirement at 75, and regular board refreshment.

• Committees (Audit, Risk, Compensation & HR, Nominating & Governance) are fully independent.

• Board and committee self-assessments are conducted annually, with external facilitation every three years.

• Shareholders have proxy access, right to call special meetings, and one vote per share.