Citizens Financial Group Inc./RI files DEF 14A for 2024 Annual Meeting

Ticker: CFG-PI · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 759944

Citizens Financial Group Inc/Ri DEF 14A Filing Summary
FieldDetail
CompanyCitizens Financial Group Inc/Ri (CFG-PI)
Form TypeDEF 14A
Filed DateMar 11, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$50 b, $222.0 billion, $177.3 billion, $146.0 billion, $222.0B
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Citizens Financial Group, Executive Compensation, Annual Meeting, Shareholder

TL;DR

<b>Citizens Financial Group Inc./RI has filed its DEF 14A, detailing executive compensation and annual meeting information for 2024.</b>

AI Summary

CITIZENS FINANCIAL GROUP INC/RI (CFG-PI) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Citizens Financial Group Inc./RI filed a DEF 14A form on March 11, 2024. The filing pertains to the company's 2024 Annual Meeting of Stockholders, with a report period ending April 25, 2024. The company's fiscal year ends on December 31st. Citizens Financial Group Inc. is classified under Standard Industrial Classification 6022 (Commercial Banks). The filing includes data on equity awards for both PEO and Non-PEO members for fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking CITIZENS FINANCIAL GROUP INC/RI, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and vote on important company matters at the upcoming annual meeting. The detailed breakdown of equity awards provides insight into how the company incentivizes its key personnel and aligns their interests with shareholder value.

Risk Assessment

Risk Level: medium — CITIZENS FINANCIAL GROUP INC/RI shows moderate risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing a medium level of risk related to potential shareholder proposals or changes in executive pay practices.

Analyst Insight

Review the executive compensation details and any shareholder proposals to inform voting decisions for the upcoming annual meeting.

Key Numbers

  • 2024-03-11 — Filing Date (DEF 14A Filing Date)
  • 2024-04-25 — Report Period End Date (DEF 14A Report Period End Date)
  • 1231 — Fiscal Year End (Company Fiscal Year End)
  • 6022 — SIC Code (Standard Industrial Classification for Commercial Banks)

Key Players & Entities

  • CITIZENS FINANCIAL GROUP INC/RI (company) — Filer
  • 0000759944 (company) — Central Index Key
  • 6022 (regulator) — Standard Industrial Classification
  • DE (company) — State of Incorporation
  • 1231 (company) — Fiscal Year End
  • 2024-03-11 (date) — Filing Date
  • 2024-04-25 (date) — Report Period End Date
  • PROVIDENCE (company) — Business Address City

FAQ

When did CITIZENS FINANCIAL GROUP INC/RI file this DEF 14A?

CITIZENS FINANCIAL GROUP INC/RI filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CITIZENS FINANCIAL GROUP INC/RI (CFG-PI).

Where can I read the original DEF 14A filing from CITIZENS FINANCIAL GROUP INC/RI?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CITIZENS FINANCIAL GROUP INC/RI.

What are the key takeaways from CITIZENS FINANCIAL GROUP INC/RI's DEF 14A?

CITIZENS FINANCIAL GROUP INC/RI filed this DEF 14A on March 11, 2024. Key takeaways: Citizens Financial Group Inc./RI filed a DEF 14A form on March 11, 2024.. The filing pertains to the company's 2024 Annual Meeting of Stockholders, with a report period ending April 25, 2024.. The company's fiscal year ends on December 31st..

Is CITIZENS FINANCIAL GROUP INC/RI a risky investment based on this filing?

Based on this DEF 14A, CITIZENS FINANCIAL GROUP INC/RI presents a moderate-risk profile. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing a medium level of risk related to potential shareholder proposals or changes in executive pay practices.

What should investors do after reading CITIZENS FINANCIAL GROUP INC/RI's DEF 14A?

Review the executive compensation details and any shareholder proposals to inform voting decisions for the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does CITIZENS FINANCIAL GROUP INC/RI compare to its industry peers?

Citizens Financial Group Inc. operates within the commercial banking sector, a key part of the financial services industry.

Are there regulatory concerns for CITIZENS FINANCIAL GROUP INC/RI?

As a publicly traded company, Citizens Financial Group Inc. is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of DEF 14A statements.

Industry Context

Citizens Financial Group Inc. operates within the commercial banking sector, a key part of the financial services industry.

Regulatory Implications

As a publicly traded company, Citizens Financial Group Inc. is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of DEF 14A statements.

What Investors Should Do

  1. Review the proxy statement for details on director nominations and corporate governance proposals.
  2. Analyze executive compensation packages and any proposed changes to incentive plans.
  3. Understand any shareholder proposals and the company's recommendations for voting.

Key Dates

  • 2024-03-11: DEF 14A Filing — Filing of the definitive proxy statement for the 2024 annual meeting.
  • 2024-04-25: Annual Meeting Report Period End — Indicates the end date for the reporting period covered by the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for an annual meeting and does not represent a change from previous filings in terms of its nature, but provides updated information for the current year.

Filing Stats: 4,420 words · 18 min read · ~15 pages · Grade level 16.2 · Accepted 2024-03-11 17:02:21

Key Financial Figures

  • $50 b — nability announcement, which included a $50 bil lion Sustainable Finance Target, a co
  • $222.0 billion — nd largest financial institutions, with $222.0 billion in assets as of December 31, 2023. Head
  • $177.3 billion — abilities. $222.0 billion in assets $177.3 billion in deposits $146.0 billion in loans
  • $146.0 billion — n assets $177.3 billion in deposits $146.0 billion in loans and leases 17,570 full-time
  • $222.0B — he course of 2023. 2023 Highlights* $222.0B Assets $146.0B Loans & Leases $177
  • $146.0B — . 2023 Highlights* $222.0B Assets $146.0B Loans & Leases $177.3B Deposits 13
  • $177.3B — 2.0B Assets $146.0B Loans & Leases $177.3B Deposits 13.5% ROTCE 60.8% Efficie
  • $50 billion — planet. In 2023, Citizens announced a $50 billion Sustainable Finance Target to finance a
  • $5 billion — development projects. It also includes $5 billion in financing and facilitation for green
  • $129 million — e and minority communities, we provided $129 million in loans during 2023, our largest volum
  • $14 million — ever. Since 2019 Citizens has provided $14 million in Closing Cost Assistance grants for f
  • $42 million — e income communities and has originated $42 million since 2020. Since 2012, we've provided
  • $8 billion — 020. Since 2012, we've provided nearly $8 billion in debt and equity to support the creat
  • $65 million — siness Opportunity Fund, we've provided $65 million in capital, and made $210,000 in cash g
  • $210,000 — ovided $65 million in capital, and made $210,000 in cash grants to aspiring entrepreneur

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 73 Termination of Employment and Change of Control 79 Role of Risk Management in Compensation 86 Do dd - Frank Compensation Disclosure 86 PROPOSAL 4 Approv e the A mended & Restated 20 14 Omnibus Incentive Plan 91 PROPOSAL 5 Approv e the Amended & R estated 2014 Employee Stock Purchase Plan 101 Audit Matters 105 PROPOSAL 6 Rati fy the Appointment of our Independent Registered Public Accounting Firm 105 Other Items 107

Security Ownership of Certain Beneficial Owners and Management

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 S hare holder Proposals 110 Annual Report for 2023 111 Householding of Annual Disclosure Documents 111 Cautionary Statement About Forward-Looking Information 111 Information Not Incorporated by Reference 111 Questions and Answers a bout 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

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 About Citizens Our Business Citizens Financial Group, Inc. is one of the nation's oldest and largest financial institutions, with $222.0 billion in assets as of December 31, 2023. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations, and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas, and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center, and the convenience of approximately 3,200 ATMs and more than 1,100 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management, and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, and interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. $222.0 billion in assets $177.3 billion in deposits $146.0 billion in loans and leases 17,570 full-time equivalent colleagues 1,100 branches 3,200 ATMs Data as of December 31, 2023. Deposits in all 50 states with Citizens Access Approximately 6 million retail customers across all 50 states Our Strategic Priorities Solidify and deepen customer relationships Drive scale in growth markets, vertic

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