CITIZENS FINANCIAL GROUP INC (CFG)
Sector: Financials
2026 Annual Meeting Analysis
CITIZENS FINANCIAL GROUP INC · Meeting: April 23, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect the Twelve Named Director Nominees
CFG's 3-year total return of +86.9% outperforms both the company-disclosed peer group median (+44.2%) by +42.7pp (below the 50pp threshold for strong positive TSR) and QABA — First Trust NASDAQ ABA Community Bank Index (+34.5%) by +52.4pp (below the 65pp ETF threshold), so no TSR trigger applies; Van Saun has extensive financial services leadership experience and no overboarding concerns (holds one outside public board seat at Moody's).
No TSR trigger applies given CFG's strong outperformance; Alexander has deep technology and cybersecurity expertise relevant to the bank's operations, holds no other public company board seats, and attended at least 75% of meetings.
Atkinson joined in March 2024, so she has been on the board for roughly two years — just at the 24-month mark — and no TSR trigger applies given strong outperformance; she is a CPA and former State Street executive with strong financial and compliance credentials, serves on one other public board (RTX Corp.), and is within overboarding limits.
No TSR trigger applies; Cumming brings over 35 years of Federal Reserve experience in risk management and bank supervision, chairs the Risk Committee as required by federal banking regulations, and holds no other public company board seats.
No TSR trigger applies; Cummings is a CPA and former CEO of a regional bank with 35 years of financial services experience, holds no other public company board seats, and his daughter's non-executive employment at CFG was evaluated by the board and does not affect his independence designation under NYSE rules.
No TSR trigger applies; Kelly has extensive financial services and corporate governance experience, serves as Lead Independent Director with a formally defined role, and holds one outside public board seat at Dollar Tree — within policy limits.
No TSR trigger applies; Leary has over 30 years in financial services and asset management, holds two other public board seats (Intact Financial and Voya Financial), which is within the four-seat limit, and attended at least 75% of meetings.
No TSR trigger applies; Lillis is a CPA and former CFO of Principal Financial Group with deep financial and actuarial expertise, holds no other public company board seats, and is an audit committee financial expert.
No TSR trigger applies; Siekerka brings corporate governance, legal, and business leadership experience, holds no other public company board seats, and her background in regional banking governance adds relevant expertise.
No TSR trigger applies; Swift is a sitting CEO at The Hartford (one outside board seat, within the two-seat limit for sitting CEOs), is a CPA with extensive financial reporting and risk management experience, and brings relevant financial services expertise.
Wade joined the board on March 1, 2025 — less than 24 months ago — so he is fully exempt from the TSR trigger under the new-director exemption; he brings deep technology transformation and risk expertise from AIG, BlackRock, and Marsh McLennan, and holds no other public company board seats.
No TSR trigger applies; Zuraitis is a seasoned insurance CEO with 30+ years of executive experience, serves on one other public board (Horace Mann Educators), which is within policy limits, and brings relevant risk management and M&A expertise.
All twelve nominees receive a FOR recommendation. CFG's 3-year total return of +86.9% outperforms both the company-disclosed compensation peer group median by +42.7 percentage points (below the 50pp threshold required to trigger a vote against under the strong-positive-TSR band) and the QABA — First Trust NASDAQ ABA Community Bank Index by +52.4 percentage points (below the 65pp ETF fallback threshold). No director is overboarded, no independence concerns were identified for audit or compensation committee members, and all directors attended at least 75% of meetings. The one new director (Wade, March 2025) is exempt from the TSR trigger given tenure under 24 months.
Say on Pay
✓ FORCEO
Bruce Van Saun
Total Comp
$12,513,920
Prior Support
59%%
Say-on-pay support fell to approximately 59% in 2025 and 63% in 2024, both below the 70% threshold that normally triggers a No vote absent visible changes — however, the company has made meaningful and documented changes in response: it has committed to no further off-cycle succession awards, introduced weighted performance factors (60% financial, 40% business execution) with defined payout caps, adopted formal compensation targets for executives, and enhanced proxy disclosure. The primary driver of low support — one-time Leadership Succession Awards granted in June 2024 to retain CEO candidates — was a non-recurring event, no similar off-cycle grants were made in 2025, and shareholders who met with the company broadly accepted the rationale. Pay structure is sound: approximately 88% of CEO pay is variable and at-risk, at least 50% of long-term awards are performance stock awards tied to three-year ROTCE and EPS metrics with a relative total return modifier, and CFG's total shareholder return ranked second among its peer group in 2025, supporting alignment between incentive pay and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,908,000
Non-Audit Fees
$1,566,681
Non-audit fees (audit-related fees of $1,048,602 + tax fees of $383,079 + all other fees of $135,000 = $1,566,681) represent approximately 22.7% of core audit fees ($6,908,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the available filing text so the tenure trigger cannot fire, and no material restatements were identified; Deloitte is a Big 4 firm appropriate for a $24B market cap bank.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal for the Adoption of a Majority Voting Standard
John Chevedden is a well-known individual governance activist with a long track record of submitting shareholder-friendly structural governance proposals — he is not an ideological filer and this proposal should be evaluated on its merits. Eliminating supermajority voting requirements is a mainstream governance improvement that directly expands shareholder power: supermajority thresholds can entrench the board by making it harder for shareholders to change governing documents or approve other matters, and academic research cited in the proposal links them to weaker corporate performance. While CFG already uses a simple majority standard for some provisions (director elections, amending its Certificate of Incorporation), the proposal targets any remaining explicit or default supermajority requirements in the charter and bylaws, making this a straightforward ask for a company that otherwise presents itself as shareholder-friendly.
Overall Assessment
The 2026 CFG ballot is largely uncontroversial: all twelve director nominees earn FOR votes on the strength of the company's strong 3-year total return that comfortably exceeds both peer group and QABA — First Trust NASDAQ ABA Community Bank Index benchmarks, and the auditor ratification passes cleanly with non-audit fees well below independence thresholds. The say-on-pay vote is a qualified FOR — prior support fell below 70% in both 2024 and 2025 due to off-cycle succession awards, but the company has documented meaningful program changes and committed to no further off-cycle grants, satisfying the remediation standard; the one stockholder proposal, filed by governance activist John Chevedden to eliminate supermajority voting requirements, earns a FOR as a legitimate governance improvement that expands shareholder rights.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing