Christopher Swift

About Christopher J. Swift

Christopher J. Swift, age 64, has served as an independent director of Citizens Financial Group (CFG) since February 2021. He is Chairman (since 2015) and Chief Executive Officer of The Hartford Financial Services Group, Inc., and began his career as a certified public accountant, later leading KPMG’s Global Insurance Industry practice. Swift holds a bachelor’s degree in accounting from Marquette University and is considered independent under SEC/NYSE rules; his board tenure at CFG is approximately four years .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Hartford Financial Services Group	Executive Vice President & CFO	2010–2014	Led financial reporting and capital planning
American International Group (AIG)	Senior leadership and finance roles	2003–2010	Global restructuring, risk management experience
KPMG LLP	Head, Global Insurance Industry Practice; CPA	Prior to 2003	Financial reporting/audit expertise; industry specialization

External Roles

Organization	Role	Since	Committees/Impact
The Hartford Financial Services Group	Chairman (2015); CEO (2014–present)	2014/2015	Executive leadership, risk and capital planning
Citizens Bank, N.A. (CFG subsidiary)	Director	—	Subsidiary board oversight
American Property Casualty Insurance Association	Executive Committee & Board	—	Industry policy/advocacy, risk insights
Chief Executives for Corporate Purpose	Member	—	Sustainability/ESG practices
Council on Foreign Relations	Member	—	Policy and governance awareness
The Geneva Association	Member	—	Insurance industry thought leadership
Marquette University	Trustee	—	Academic governance

Board Governance

Item	Detail
Committee memberships	Compensation & Human Resources (member); Nominating & Corporate Governance (member)
Committee chairs	Comp & HR: Edward J. Kelly III; NCG: William P. Hankowsky
2024 committee meetings	Comp & HR: 9; NCG: 4
Board meetings	11 in 2024; all directors attended the April 25, 2024 annual meeting
Attendance	Every member attended ≥75% of the Board and committee meetings on which they served
Independence	Determined independent under SEC/NYSE rules; meets committee independence requirements
Executive sessions	Independent director executive sessions at every regularly scheduled meeting; presided over by the Lead Independent Director

Fixed Compensation

Element	Amount (2024)	Notes
Annual cash retainer	$105,000	Standard non-employee director cash retainer
Stock awards (RSUs)	$154,980	Annual equity retainer set at $155,000 (effective April 25, 2024); RSUs vest immediately but settlement is deferred until service ends
Other compensation	$0	Matching charitable contributions available up to $5,000 annually; none reported for Swift in 2024
Total compensation	$259,980	Cash + RSU grant date fair value

Performance Compensation

Metric	Targeting/Design	Outcome
None (directors)	Director equity is time-based RSUs; no performance conditions applied to director RSUs	Not applicable

Director equity awards vest immediately (subject to deferred settlement), and are not linked to EPS/ROTCE/TSR metrics; those metrics apply to executive PSUs, not to director compensation .

Other Directorships & Interlocks

Public company boards: The Hartford Financial Services Group, Inc. (Chairman & CEO) .
CFG corporate governance policy limits service: non-employee directors who are also CEOs of other public companies may serve on no more than three public company boards, including CFG; Swift’s roles comply with this policy .
Compensation committee interlocks: The proxy reports no compensation committee interlocks or insider participation involving CFG’s Comp & HR Committee members (Swift is a member) .

Expertise & Qualifications

Executive leadership; financial reporting & capital planning; risk management; sustainability practices .
CPA background with deep insurance sector experience and prior CFO role enhances audit/financial oversight competency, even though he is not designated an audit committee financial expert at CFG .

Equity Ownership

Shares Beneficially Owned	% of Shares Outstanding	Ownership Guidelines	Compliance Status
18,264	<1%	Directors must hold ≥5× annual cash retainer within 5 years; director RSUs are mandatorily deferred until service ends	As of Dec 31, 2024, all directors were in compliance

Hedging/pledging: Prohibited for directors and executives; equity awards do not pay dividend equivalents until vested/earned .

Governance Assessment

Board effectiveness: Swift brings current CEO-level operating experience in financial services with strong risk and capital planning credentials—useful given CFG’s focus on ROTCE/EPS and risk governance; he serves on two key governance committees (Comp & HR, NCG) that oversee pay, succession, and sustainability/reporting .
Pay governance signal: As Comp & HR member, he participated in adding structure to executive pay—corporate performance factor (60% financial, 40% execution; 0–150%), +/-20% individual adjustment, and prospective disclosure of PSU ranges—responsive to 2024’s 63% say‑on‑pay support and shareholder feedback .
Conflicts/related parties: No Swift-specific related-person transactions disclosed; CFG’s policy requires committee review/approval for any transaction >$120,000 where a related person has a material interest, with ordinary‑course banking relationships permitted under Regulation O on non-preferential terms .
Attendance/engagement: Board held 11 meetings; all directors met ≥75% attendance threshold and attended the annual meeting, supporting engagement expectations; independent director executive sessions held each meeting .
Risk indicators: No pledging/hedging allowed; no tax gross‑ups for directors; no poison pill; shareholders have proxy access and right to call special meetings—supportive of investor confidence .

Committee Assignment Detail

Committee	Role	2024 Meetings	Chair
Compensation & Human Resources	Member	9	Edward J. Kelly III
Nominating & Corporate Governance	Member	4	William P. Hankowsky

Independent status for all members of these committees confirmed under NYSE/SEC rules .

RED FLAGS

Overboarding risk: Swift is a sitting public-company CEO; CFG policy permits up to three boards for CEOs including CFG, and he appears within limits. Monitor workload should additional boards be added .
Related party transactions: None disclosed pertaining to Swift; continue monitoring ordinary-course relationships to ensure adherence to Regulation O and non-preferential terms .

No attendance shortfalls, hedging/pledging, or director-specific pay anomalies were disclosed for Swift in 2024 .