Bruce Van Saun
CITIZENS FINANCIAL GROUP INC/RIAbout Bruce Van Saun
Bruce Van Saun is Chairman and Chief Executive Officer of Citizens Financial Group, serving on the board since October 2013; he is 67 and holds a B.S. in Business Administration from Bucknell University and an MBA in Finance and General Management from the University of North Carolina . Under his leadership, CFG highlights long-term TSR outperformance versus peers since the IPO and was second among peers in TSR for 2024; core metrics in 2024 included Diluted EPS $3.03 underlying $3.24*, ROTCE 9.8% underlying 10.5%, Efficiency Ratio 67% underlying 65%, PPNR $2,575MM underlying $2,716MM, and CET1 10.8% . The company emphasizes sustained execution and risk discipline through changing rate environments and fee growth investments, including Private Bank profitability by Q4 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citizens Financial Group, Inc. | Chairman and Chief Executive Officer | 2013–present | Led transformation; strengthened capital/liquidity; built fee-income capabilities; sustained TSR outperformance vs peers . |
| The Royal Bank of Scotland Group plc | Finance Director and Board Member | 2009–2013 | Senior finance leadership at a global bank . |
| The Bank of New York Mellon | Vice Chairman and Chief Financial Officer (and other senior roles) | 1997–2008 | Executive leadership and capital planning at a global custody/asset servicing bank . |
| Deutsche Bank; Wasserstein Perella Group; Kidder Peabody & Co. | Senior positions | Prior to 1997 | Investment banking/finance roles building M&A and capital markets expertise . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Moody’s Corporation | Director | 2016–present | Public company board experience; financial/reporting oversight . |
| The Clearing House | Supervisory Board | 2013–present | Payments/market infrastructure governance . |
| Bank Policy Institute | Rotating board member | 2018–2024 | Industry policy engagement . |
| Federal Reserve Bank of Boston | Director | 2019–2022 | Regional central bank governance . |
| Federal Advisory Council | Member | 2016–2018 | Federal Reserve advisory role . |
| National Constitution Center | Director | 2015–2019 | Non-profit governance . |
| Lloyd’s of London | Director | 2012–2016 | Insurance market governance . |
| Direct Line Insurance Group plc | Director | 2012–2013 | Insurance company governance . |
| Worldpay | Director | 2011–2013 | Payments company governance . |
Fixed Compensation
| Year | Base salary ($) | All other compensation ($) | Key perquisites/components ($) |
|---|---|---|---|
| 2024 | 1,487,000 | 160,060 | 401(k) contribution 18,975; charitable match 52,000; personal aircraft 46,733; car 18,352; financial planning 24,000 . |
| 2023 | 1,487,000 | 145,334 | Components summarized in proxy; director-level matching and benefits structure noted . |
| 2022 | 1,487,000 | 186,992 | CFO/NEO perquisite governance and risk controls outlined in CD&A . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Corporate performance factor (company-wide) | 100% (Financial 60%; Business execution 40%) | 100% | 99.8% | 99.8% | Factor applied to NEO variable comp; then +/-20% individual adjustment . |
| CEO variable compensation (2024) | n/a | $10,013,000 target variable | Cash bonus $2,590,750; RSUs $2,849,825; PSUs $4,922,425 | 103.5% of target | RSUs vest ratably over 3 years; PSUs measured on ROTCE and EPS with +/-20% TSR modifier over 2024–2026; max 150% . |
| Annual PSUs (2024 grants for 2023 performance) | 50% ROTCE / 50% EPS | Disclosed prospectively (ranges provided in 2025 proxy) | In-flight | Up to 150% | 3-year performance; TSR modifier +/-20%; earned portion remains subject to time-based vesting upon change of control . |
| Leadership Succession Awards (LSAs) – note: not granted to CEO | n/a | n/a | Awarded to CFO/Consumer Head (not CEO) | n/a | LSA RSUs cliff vest at 3 years; LSA PSUs same ROTCE/EPS/TSR structure 2024–2026 . |
Equity Awards Granted (Grant mechanics and counts)
| Grant | Grant date | Type | Shares/Units (#) | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|---|
| Annual RSUs (for 2023 performance) | 3/1/2024 | RSU | 72,927 | 2,306,681 | Ratable over 3 years . |
| Annual PSUs (for 2023 performance) | 3/1/2024 | PSU | Target 125,965 | 4,086,305 | 2024–2026; ROTCE/EPS; TSR modifier; max 150% . |
Equity Ownership & Alignment
| Beneficial ownership (total shares) | 2023 | 2024 | 2025 | % of shares outstanding |
|---|---|---|---|---|
| Bruce Van Saun | 920,691 | 1,024,670 | 1,084,463 | <1% in each year |
| Outstanding equity at 12/31/2024 | RSUs unvested (#) | Market value ($) | PSUs unearned target (#) | Market/payout value ($) |
|---|---|---|---|---|
| 2022 RSUs | 16,753 | 733,111 | — | — |
| 2022 PSUs | — | — | 76,720 | 3,357,267 |
| 2023 RSUs | 41,507 | 1,816,346 | — | — |
| 2023 PSUs | — | — | 84,054 | 3,678,203 |
| 2024 RSUs | 72,927 | 3,191,286 | — | — |
| 2024 PSUs | — | — | 125,965 | 5,512,228 |
- Stock vested in 2024: 155,447 shares; value realized $4,916,789 .
- Stock ownership guidelines: 6x base salary for CEO; mandatory retention until in compliance; all NEOs/directors were in compliance as of 12/31/2024 .
- Hedging/Pledging: Explicitly prohibited for colleagues/directors, including NEOs .
Employment Terms
| Term | Details |
|---|---|
| Agreement structure | Amended employment agreement (2016; addendum 2021) extended term until terminated by either party; reciprocal 6-month notice for resignation or termination without cause . |
| Base salary and target total comp | Base $1,487,000; target total compensation opportunity $11.5 million (most recently increased June 2022) . |
| Non-compete | 6 months post-termination (concurrent with any notice period) for termination without cause/good reason; named competitor list covers major U.S. banks . |
| Non-solicit | 12 months post-termination (concurrent with any notice period) for colleagues, customers, prospective clients . |
| Severance – no change-of-control | Lump-sum cash equal to 2x base salary + pro-rata portion of target cash bonus; unvested equity continues vest on original schedule (PSUs subject to actual performance); subject to release and 12-month non-detrimental activity covenant . |
| Severance – qualifying termination within 24 months of change-of-control (double trigger) | Lump-sum cash equal to 3x (base salary + target cash bonus) + pro-rata target cash bonus; all outstanding equity immediately vests; PSUs earned at target at CoC but vest upon qualifying termination; net-better 280G cutback; no excise tax gross-up . |
| Death/Disability | Death: salary through month-end + pro-rata target cash bonus; all equity vests immediately (PSUs vest at target) . Disability: salary continuation up to LTD eligibility (~6 months) + equity continues to vest on schedule (PSUs subject to actual performance) . |
| Deferred compensation | CEO elected to defer 50% of the cash portion of 2024 variable compensation ($1,295,375 of $2,590,750) under the Deferred Compensation Plan . |
| Clawback policies | Company maintains clawback/recoupment provisions consistent with applicable law and policy; risk review of plans and independent third-party risk review every three years . |
Board Governance
- Role: Chairman of the Board and CEO; serves on Executive Committee (Chair) and Equity Committee .
- Independence: All board nominees independent except Chairman/CEO; Lead Independent Director (Edward J. Kelly III) with formally defined duties .
- Lead Independent Director responsibilities: Agenda approval, presides over executive sessions, liaison to shareholders/regulators, accountability on potential conflicts, calls meetings of independent directors .
- Executive sessions: Held at every regularly scheduled meeting; presided over by Lead Independent Director .
- Board attendance: 11 board meetings in 2024; all directors attended at least 75% of their meetings .
- Committee independence and expertise: Key committees fully independent; Risk Committee chair meets Federal Reserve enhanced prudential standards independence and expertise requirements .
Compensation & Incentives (detail)
| Category | 2024 Data for CEO |
|---|---|
| Summary Compensation Table – totals | Salary $1,487,000; Bonus (cash) $2,590,750; Stock awards $6,392,986; All other $160,060; Total $10,630,796 . |
| 2024 performance year direct comp view | Cash bonus $2,590,750; RSUs $2,849,825; PSUs $4,922,425; Total variable $10,363,000; Total comp $11,850,000 . |
| Award design | RSUs (time-based 3-year ratable); PSUs (3-year performance on ROTCE and EPS with +/-20% TSR modifier; max 150%) . |
| Grant dates and counts | RSUs 72,927 (3/1/2024); PSUs target 125,965 (3/1/2024) . |
| Ownership alignment | 6x salary guideline; compliance confirmed; hedging/pledging prohibited . |
| Say-on-pay outcome | 2024 say-on-pay ~63% support; program changes to add weightings, caps, disclosure enhancements; ongoing shareholder outreach . |
Related Policies and Director Compensation Context
- Non-employee director compensation structure (for board governance context): Annual cash retainer $105,000; RSU retainer $155,000; chair retainers; Lead Director $50,000; annual equity award limit $400,000; aggregate annual cap $750,000; RSUs vest immediately but settle at board departure; matching charitable contributions up to $5,000; stock ownership guideline 5x cash retainer .
Performance & Track Record
- 2024 performance snapshot: Diluted EPS $3.03 underlying $3.24*, ROTCE 9.8% underlying 10.5%, Efficiency Ratio 67% underlying 65%, PPNR $2,575MM underlying $2,716MM, CET1 10.8%, TSR second among peer group .
- Strategy execution: Private Bank profitable by Q4 2024 with $7.0B deposits, $4.7B AUM, $3.1B loans; Commercial Banking fee growth; swap dealer registration; expansion into Southeast and West; disciplined balance sheet optimization and TOP programs .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives/directors .
- Tax gross-ups: None provided in NEO change-of-control arrangements; net-better 280G cutback applies .
- Say-on-pay sensitivity: 2024 support at ~63%; Committee enhanced structure/disclosure responsive to investor feedback .
Compensation Peer Group & Consultant
- Use of independent compensation consultant (Compensation Advisory Partners) advising the Compensation & HR Committee; market data considered; peer award context referenced (KeyCorp, Truist, PNC) for CEO succession LSAs to other NEOs .
Investment Implications
- Pay-for-performance alignment is reinforced through PSU weighting on ROTCE/EPS and TSR modifier, with CEO variable pay at 103.5% of target amid corporate performance factor ~99.8% and tight expense discipline, suggesting measured incentive payouts tied to underlying outcomes .
- Retention and succession risk appears actively managed via stock ownership guidelines (6x salary), prohibition on hedging/pledging, and robust non-compete/non-solicit covenants; vesting continuity upon non-CoC terminations reduces forced selling risk, while change-of-control economics (3x cash multiple; full equity vest) could create event-driven trading dynamics .
- Governance safeguards (Lead Independent Director authority, independent committees, executive sessions each meeting) mitigate dual-role concerns (CEO + Chairman) by ensuring structured independent oversight and investor engagement responsiveness (post-2024 say-on-pay program changes) .