Christine Cumming

About Christine M. Cumming

Independent director at Citizens Financial Group since October 2015; age 72. Former First Vice President and COO of the Federal Reserve Bank of New York, with deep risk, regulatory and monetary policy expertise; Ph.D. in economics (University of Minnesota). At CFG, she chairs the Risk Committee and serves on the Audit Committee; designated an audit committee financial expert. Current other roles include board service at American Family Insurance Mutual Holding Company and MIO Partners, adjunct professor at Columbia University, and trustee of the Columbia‑Greene Community College Foundation; also serves on the board of Citizens Bank, N.A.

Past Roles

Organization	Role	Tenure	Committees/Impact
Federal Reserve Bank of New York	First Vice President, COO; Alternate voting member of the FOMC	2004–2015	Chaired Cross‑Border Crisis Management Group for the G‑20 FSB; led recovery/resolution planning for large global institutions
Federal Reserve Bank of New York	EVP & Director, Research and Market Analysis Group	1999–2003	Led market analysis; monetary policy support
Federal Reserve Bank of New York	SVP, Bank Supervision Group	1994–1999	Supervision oversight; regulatory compliance

External Roles

Organization	Role	Since/Through	Notes
American Family Insurance Mutual Holding Company	Director	2016–present	Mutual insurer; not a public company
MIO Partners, Inc.	Director	2018–present	Investment advisory affiliate; private
Financial Accounting Foundation	Director	2016–2020	Oversight of FASB/GASB
Columbia University	Adjunct Professor	—	Academic role
Columbia‑Greene Community College Foundation	Trustee	2022–present	Non‑profit governance
Citizens Bank, N.A. (CBNA)	Director	—	CFG primary subsidiary board

Board Governance

Committee assignments: Risk Committee Chair; Audit Committee member; audit committee financial expert per SEC/NYSE rules. The Risk Chair must meet Federal Reserve Enhanced Prudential Standards independence and expertise; Cumming qualifies as a non‑executive independent director with risk expertise.
Independence: Board determined Cumming independent under SEC/NYSE criteria; all key committees fully independent.
Attendance and engagement: Board held 11 meetings in 2024; total Board and committee meetings 42. Executive sessions of independent directors at every regularly scheduled meeting. All directors attended at least 75% of meetings of the Board and committees on which they served; all directors serving in 2024 attended the April 25, 2024 annual meeting.
Lead Independent Director: Not applicable to Cumming (role held by Edward J. Kelly III).

Fixed Compensation

Element	Amount (USD)	Notes
Annual cash retainer	$105,000	Standard non‑employee director cash retainer
Risk Committee Chair retainer	$35,000	Chair premium
Audit Committee member retainer	$10,000	Member premium
Cash fees earned (2024)	$150,000	Sum of cash elements above
Annual RSU retainer (policy)	$155,000	Granted at annual meeting; vests immediately, settlement deferred until board service ends
Stock awards (grant‑date fair value, 2024)	$154,980	FASB ASC 718 valuation
Other compensation (2024)	$0	No charitable match or other amounts recorded

RSU mechanics: Director RSUs vest on grant date but are mandatorily deferred until cessation of board service; dividend equivalents reinvested into additional RSUs. Directors may defer up to 100% of cash compensation in the Directors Deferred Compensation Plan; interest credited monthly at U.S. 10‑year Treasury constant maturity average +2%. Directors do not participate in employee benefit programs.

Performance Compensation

Performance‑based component	Status	Terms
Short‑term incentive tied to metrics	None	Director pay is fixed cash + time‑based RSUs; no formulaic performance awards
Equity with performance metrics (PSUs)	None	Annual director grants are RSUs only; vest immediately; settlement deferred

Other Directorships & Interlocks

Company	Public?	Role	Potential interlock/conflict
American Family Insurance Mutual Holding Company	No	Director	Mutual insurer; no disclosed CFG customer/supplier interlock
MIO Partners, Inc.	No	Director	Private; no disclosed CFG interlock
Current public company boards	—	None	CFG discloses no current public company boards for Cumming

Expertise & Qualifications

Financial services regulatory leader (35+ years at FRBNY) with risk management, crisis management, and bank supervision expertise; financial reporting/capital planning and compliance/regulatory experience. Audit committee financial expert designation.
Meets Federal Reserve Enhanced Prudential Standards for Risk Committee chair independence and expertise at large, complex financial firms.
Academic and standards‑setting experience (adjunct at Columbia; former FAF board).
Education: B.S. and Ph.D. in economics (University of Minnesota).

Equity Ownership

Metric	Value
Total beneficial ownership (shares)	44,099
Ownership as % of shares outstanding	<1% (outstanding shares: 437,133,889 as of Feb 28, 2025)
RSUs outstanding (director plan; vested, settlement deferred)	41,683
Hedging/pledging	Prohibited for directors and colleagues
Stock ownership guidelines	5x annual cash retainer for directors; 5‑year compliance window; all directors in compliance as of Dec 31, 2024

RSU deferral and ownership guidelines enhance alignment; settlement only upon cessation of service; dividend equivalents reinvested.

Governance Assessment

Strengths
- Chair of the Risk Committee with unmatched central bank supervisory and crisis management background; meets Fed EPS independence/expertise requirement for large bank risk oversight.
- Audit Committee member and designated audit committee financial expert; strengthens financial reporting oversight.
- Independent director; executive sessions at each meeting; board refreshment and robust evaluation processes (third‑party facilitated at least every three years).
- Director compensation structure balanced between cash and deferred RSUs; mandatory RSU deferral and ownership guidelines (5x cash retainer) promote long‑term alignment; hedging/pledging prohibited.
- Attendance expectations met across the Board; all directors attended at least 75% of meetings in 2024 and the annual meeting.
Watchpoints / RED FLAGS
- No specific related‑party transactions disclosed for Cumming; CFG maintains policies requiring Nominating & Corporate Governance Committee review of any related person transactions >$120,000 and limits ordinary‑course banking relationships to non‑preferential terms under Regulation O. Monitor ongoing compliance.
- Broader governance context: 2024 say‑on‑pay support of approximately 63% indicates investor scrutiny of compensation and governance; Board and Compensation & HR Committee engaged shareholders and implemented structural changes. Continued monitoring of board responsiveness advisable.
Overall implication: Cumming’s independence, risk expertise, and committee leadership are positives for board effectiveness and risk governance. Compensation structure and ownership policies support investor alignment; minimal conflict indicators and strong governance processes bolster confidence.