Brendan Coughlin

About Brendan Coughlin

Brendan Coughlin, age 45, is Vice Chair and Head of Consumer Banking at Citizens Financial Group (CFG) since January 2020, with more than 20 years at Citizens across consumer banking product management and consumer finance; he previously served as President of Consumer Lending starting in June 2015 and worked at Bank of America and FleetBoston Financial before joining Citizens. He holds a B.S. in finance and marketing from Boston College and an MBA from Babson College, chairs the Consumer Bankers Association, and previously served on the board of uAspire . Executive pay decisions are anchored to company metrics—Diluted EPS and ROTCE—with a corporate performance factor that is 60% financial and 40% business execution; the 2024 corporate performance factor was 99.8% . Mr. Coughlin is the only NEO eligible for the frozen defined benefit Pension Plan; his present value of accrued pension benefits was $87,318 at 12/31/2024 with 8.3553 years of credited service .

Past Roles

Organization	Role	Years	Strategic Impact
Citizens Financial Group	President, Consumer Lending	Jun 2015–Jan 2020	Led consumer lending platform prior to elevation to Head of Consumer Banking
Citizens Financial Group	Various consumer banking roles	Not disclosed	Product management and consumer finance responsibilities across Consumer Banking
Bank of America	Various roles	Not disclosed	Corporate strategy, mortgage product management, retail distribution/M&A prior to Citizens
FleetBoston Financial	Various roles	Not disclosed	Corporate strategy, mortgage product management, retail distribution/M&A prior to Citizens

External Roles

Organization	Role	Years	Strategic Impact
Consumer Bankers Association	Board; Chair	Current	Industry leadership; advocacy for consumer banking sector
uAspire (non-profit)	Board Director	Prior	Focus on access to higher education for inner-city youth

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$625,000	$625,000	$700,000 (annualized increase effective Feb 5, 2024)
Target Total Compensation ($)	Not disclosed	Not disclosed	$4,400,000
Target Variable Compensation ($)	Not disclosed	Not disclosed	$3,700,000

Performance Compensation

Component	2022 ($)	2023 ($)	2024 ($)
Cash Bonus	847,500	812,500	925,000 (cash portion of 2024 performance award)
Restricted Stock Units (RSUs)	706,250	893,750	1,017,500
Performance Stock Units (PSUs)	1,271,250	1,543,750	1,757,500
Total Variable Compensation	2,825,000	3,250,000	3,700,000
Total Compensation (Base + Variable)	3,450,000	3,875,000	4,400,000

2024 corporate performance factor determined by Compensation & HR Committee: 99.8% (60% financial, 40% business execution), with potential +/-20% individual adjustment; Mr. Coughlin awarded 100% of target variable compensation .

Leadership Succession Awards (LSAs) granted June 13, 2024

Award Form	Value ($)	Vesting/Performance	Metrics/Terms
PSUs	6,000,000	3-year performance period 2024–2026; max payout 150% of target	50% Average ROTCE; 50% Cumulative EPS; +/-20% relative TSR modifier; threshold ROTCE 4.35%, EPS $4.60; maximum ROTCE 13.38%, EPS $15.79
RSUs	4,000,000	3-year cliff vest (single installment on 3rd anniversary of grant)	Accrue dividends, payable only if vested
Restricted Cash	2,000,000	Paid in 2024; full repayment required upon resignation within 3 years	Liquidity to facilitate increased ownership requirement (6x salary)
Total LSA Value	12,000,000	Annual run-rate $4.0MM over vest/restriction period	Forfeiture of LSA RSUs/PSUs upon resignation or retirement

Annual PSU design (standard cycle)

Grant Year	Performance Period	Weighting	Maximum Payout	Vesting
2023 grants (for 2022 performance)	2023–2025	50% ROTCE; 50% Diluted EPS; +/-20% relative TSR	150% of target	Earned portion settles after performance period
2024 grants (for 2023 performance)	2024–2026	50% ROTCE; 50% EPS; +/-20% relative TSR	150% of target	Earned portion settles after performance period

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (as of Feb 28, 2025)	93,893 shares; includes 18,478 RSUs/PSUs vesting within 60 days and 45 ESPP shares right to acquire
Shares Outstanding	437,133,889
Ownership as % of Shares Outstanding	~0.02% (93,893 / 437,133,889)
Stock Ownership Guidelines	Increased in June 2024 to 6x salary for Head of Consumer Banking; executives must hold 50% of net shares from award settlements until compliant; all NEOs in compliance as of 12/31/2024
Hedging/Pledging	Prohibited for executives and directors
Pension	Present value $87,318; service credits frozen since 12/31/2012; only NEO eligible

Outstanding equity awards at FY-end (12/31/2024):

Award Type	Units (#)	Market/Payout Value ($)
2022 RSUs	3,646	159,549
2022 PSUs (uneearned at target)	16,698	730,704
2023 RSUs	11,315	495,144
2023 PSUs (uneearned at target)	22,912	1,002,629
2024 RSUs (performance year 2023)	28,256	1,236,483
2024 PSUs (performance year 2023)	48,806	2,135,751
LSA RSUs (6/13/2024)	115,975	5,075,066
LSA PSUs (6/13/2024)	173,963	7,612,621

Vesting schedules:

Standard RSUs: vest ratably over three years; dividends accrue and pay only upon vesting .
Standard PSUs: 3-year performance period; earned units settle post-period; +/-20% relative TSR modifier; max 150% .
LSA RSUs: single installment vesting on third anniversary of grant (June 13, 2027) .
LSA PSUs: 2024–2026 performance period; threshold/maximum levels disclosed; forfeited upon retirement .

Employment Terms

Provision	Terms
Employment Agreement	Notice period: 120 days to resign; non-solicitation of customers and colleagues for 12 months post-termination
Base Severance	Minimum 26 weeks of base salary upon redundancy or termination without cause, subject to release; health benefits continuation and 12 months outplacement per practice
Change-of-Control (Cash)	Double-trigger only; upon termination without cause or resignation for good reason within 24 months post-CoC: 2x (current base salary + average cash bonus over prior 3 years) + pro-rata bonus based on prior 3-year average; no excise tax gross-ups
Equity Treatment (CoC)	Upon CoC: PSUs assessed to date; earned portion remains subject to time-based vesting; if double-trigger termination within 12 months (or 24 months for 2024 grants), unvested RSUs and PSUs fully vest and settle; Committee discretion for acceleration/assumption/substitution
Clawback & Risk Controls	Broad-based clawback/forfeiture review process in addition to legally required clawback; annual risk review of plans and executive risk performance input considered in pay decisions

Potential Payments (estimated as if event occurred 12/31/2024):

Scenario	Cash ($)	Equity ($)	Health ($)	Outplacement ($)	Total ($)
Voluntary w/ Good Reason	538,462	9,033,858	1,743	5,700	9,579,763
Not for Cause Termination	3,985,000	9,033,858	1,743	5,700	13,026,301
CoC Qualifying Termination	3,985,000	18,782,230	1,743	5,700	22,774,673
CoC Only (no termination)	—	18,782,230	—	—	18,782,230
Death	—	18,782,230	—	—	18,782,230
Disability	—	6,094,543	—	—	6,094,543

Performance & Track Record

2024 highlights: Maintained strong core Consumer bank performance; primacy strategy driving deposit volume and lower betas; market share gains in primary banking households; improving household profitability; Private Bank met/exceeded targets and became profitable in Q4; record Wealth AUM growth; continued successful NYC metro strategy .
2023 highlights: Top quartile deposit performance among peers; market share growth with low-cost deposits; launched Private Bank platform; accelerated Wealth with record fees and new sales; pivoted Consumer Lending to relationship-based lending; exited indirect auto and wholesale mortgage; HELOC leadership via FastLine; growth in card and CitizensPay partnerships; built leadership bench (150+ Private Banking hires) .
Pay-for-performance alignment emphasized by Compensation & HR Committee with decisions tied to Diluted EPS and ROTCE .

Say‑on‑Pay & Shareholder Feedback

2023 say‑on‑pay approval: over 93% support in April 2023 .
2024 say‑on‑pay vote: For 248,447,683; Against 147,116,010; Abstain 760,275 (≈62.7% of votes cast in favor), with 27,403,116 broker non‑votes noted for proposals 1–5 .
LSAs were discussed in fall shareholder outreach; disclosure reflects investor feedback .

Compensation Structure Analysis

Mix and risk: 65–75% of variable compensation delivered in long-term equity (PSUs and RSUs); no single‑trigger vesting; no excise tax gross‑ups; clawback and risk oversight embedded .
Off‑cycle LSAs: $12MM for Coughlin (PSUs $6MM; RSUs $4MM; restricted cash $2MM) to retain CEO‑successor talent; RSUs/PSUs forfeited upon resignation/retirement; restricted cash repayable upon resignation within 3 years; stock ownership requirement increased to 6x salary .
Performance metrics: PSU metrics are aligned to average ROTCE, cumulative EPS, with relative TSR modifier; detailed threshold and maximum levels disclosed for LSA PSUs; standard PSU cycles use similar metrics and 150% cap .
Pension/SERP: No SERP; frozen Pension Plan participation with modest present value ($87,318) .

Investment Implications

Retention and succession: LSAs materially increase retention through 2027, particularly the 3‑year cliff RSUs and 2024–2026 PSU cycle; restricted cash clawback further deters near‑term departure—reducing succession risk and supporting continuity in Consumer Banking execution .
Alignment: Elevated ownership requirement (6x salary) and prohibition on hedging/pledging strengthen alignment; PSU metrics (ROTCE/EPS + TSR) tie outcomes to value creation drivers—watch 2026 ROTCE/EPS targets embedded in LSA PSUs .
Supply overhang timing: Standard RSUs vest annually on grant anniversaries; LSA RSUs cliff in June 2027; PSUs settle after the 2024–2026 period—potential share releases around 2026–2027 could modestly increase insider‑related supply if awards earn and vest .
Governance signal: 2024 say‑on‑pay support near 63% suggests investor scrutiny, likely around off‑cycle LSAs and pay design; monitor further engagement and potential program adjustments; prior year support was strong (93% in 2023) .
Execution focus: Documented achievements in deposits, Private Bank profitability, and Wealth AUM growth indicate track record of delivery; continued fee income build and primacy strategy are key levers to meet PSU performance hurdles and sustain ROE/ROTCE expansion .