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Citizens Financial Group, Inc. is asking shareholders to vote at its April 23, 2026 annual meeting on four items: electing 12 director nominees, an advisory say‑on‑pay vote, ratifying Deloitte & Touche as auditor for 2026, and a shareholder proposal to adopt a majority voting standard, which the board recommends against.
The company reports 2025 diluted EPS of $3.86, return on tangible common equity of 11.20%, an efficiency ratio of 64.4%, pre‑provision net revenue of $2,936 million, and total shareholder return ranking second among its regional peer group. Assets were $226.4 billion as of December 31, 2025, with $183.3 billion in deposits and $142.7 billion in loans and leases.
The proxy emphasizes a decade of strategic investment across its Consumer, Commercial, and Private Bank businesses, strong board independence (11 of 12 nominees), active board refreshment, and extensive sustainability, human capital, and community initiatives, including a 7.6% year‑over‑year reduction in Scope 1 and 2 greenhouse gas emissions and nearly 267,000 colleague volunteer hours in 2025.
Citizens Financial Group reported that Head of Commercial Banking Theodore C. Swimmer received a grant of 20,383 shares of common stock on March 1, 2026 under the company’s 2014 Omnibus Incentive Plan. To cover tax obligations, 18,677 shares were withheld at $60.19 per share, leaving him with direct ownership of 109,337 shares.
CITIZENS FINANCIAL GROUP INC/RI President Brendan Coughlin reported mixed equity compensation activity in company stock. On March 1, 2026, he acquired 26,499 shares of Common Stock at $0.00 per share as a grant under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. On the same date, 22,659 shares of Common Stock were disposed of at $60.19 per share to cover tax obligations through share withholding rather than a market sale. After these transactions, his directly held Common Stock position was 284,928.351 shares.
BANERJEE AUNOY reported acquisition or exercise transactions in this Form 4 filing.
Citizens Financial Group Chief Financial Officer Aunoy Banerjee received a grant of 12,335 shares of common stock on March 1, 2026. The award, made at no cash cost to him, was granted under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. Following this equity grant, Banerjee directly holds a total of 79,774 Citizens common shares.
Citizens Financial Group Chief Legal Officer Michelle Moosally reported stock-based compensation activity in the company’s common stock. She received a grant of 7,060 shares of common stock on March 1, 2026 at no cost, awarded under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.
On the same date, 5,194 shares were disposed of at $60.19 per share to cover tax liabilities through share withholding, a non-open-market transaction. After these transactions, her directly held ownership stands at 28,615 shares of Citizens Financial Group common stock.
Citizens Financial Group’s Chief Information Officer Michael Ruttledge received a grant of 11,879 shares of common stock under the company’s 2014 Omnibus Incentive Plan. On the same date, 10,995 shares were disposed of to cover tax obligations, leaving him with 141,602 directly owned shares.
Citizens Financial Group Chief Risk Officer Richard L. Stein reported equity compensation and related tax withholding transactions in company common stock. He acquired 12,958 shares at no cost as a grant under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. In a separate transaction the same day, 12,295 shares were disposed of to cover tax obligations at a price of $60.19 per share. Following these transactions, Stein directly owned 89,546 shares of Citizens Financial Group common stock.
Citizens Financial Group Chairman and CEO Bruce Van Saun received a grant of 51,916 shares of common stock, awarded at no cost under the company’s 2014 Omnibus Incentive Plan. On the same date, 79,315 shares were disposed of to satisfy tax obligations at $60.19 per share, leaving him with 1,270,132 shares held directly.
Citizens Financial Group Chief Accounting Officer Christopher J. Schnirel reported routine equity compensation activity involving the company’s common stock. He received a grant of 5,814 shares of common stock at no cost on March 1, 2026 under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan.
On the same date, 1,514 shares were disposed of at $60.19 per share to satisfy tax withholding obligations, a non-open-market transaction classified as a tax-withholding disposition. After these transactions, Schnirel directly held 18,495 shares of Citizens Financial Group common stock.
Citizens Financial Group Chief Human Resources Officer Susan LaMonica reported stock-based compensation activity. She acquired 12,149 shares of common stock at $0.0000 per share as a grant under the Amended and Restated Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan. On the same date, 13,071 shares of common stock were disposed of at $60.19 per share in a tax-withholding transaction to satisfy tax obligations by delivering shares. After these transactions, she directly owned 179,229 shares of Citizens Financial Group common stock.