Claude Wade
CITIZENS FINANCIAL GROUP INC/RIAbout Claude E. Wade
Claude E. Wade (age 57) is an independent director of Citizens Financial Group (CFG) who joined the Board effective March 1, 2025; he serves on the Risk Committee and also sits on the board of the company’s primary subsidiary, Citizens Bank, N.A. (CBNA) . Wade is EVP, Chief Digital Officer and Global Head of Operations & Claims at AIG (2021–present), with prior senior roles at BlackRock (2017–2021) and Marsh McLennan subsidiaries Marsh LLC and Guy Carpenter (2011–2017); earlier career stops include Fannie Mae, PNC Financial Services, Prudential Financial, and Dean Witter . He holds an MBA from NYU Stern and a BA in finance from Pace University, and is a Lean Six Sigma Black Belt & Certified Agile Scrum Master, underscoring operational excellence and technology transformation credentials . The Board determined Wade is independent under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG, Inc. | EVP, Chief Digital Officer; Global Head of Operations & Claims | 2021–present | Leads digital transformation and operational modernization |
| BlackRock, Inc. | Global Head, Client Experience; Head, Atlanta Innovation Hub; Global COO, Institutional Client Business | 2017–2021 | Digital client engagement and operations leadership |
| Marsh LLC; Guy Carpenter (Marsh McLennan) | COO, Global Risk & Specialties; COO U.S. & Canada; MD & Head, Global Transformation | 2011–2017 | Global transformation and risk operations |
| Fannie Mae; PNC; Prudential Financial; Dean Witter | Risk, compliance, strategy roles | Prior to 2006 | Risk/compliance foundations; capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citizens Bank, N.A. (CBNA) | Director | 2025–present | CFG’s primary subsidiary board |
| Metro Atlanta Chamber (Executive Board) | Director | 2019–2021 | Regional business leadership |
| Georgia Research Alliance | Director | 2020–2021 | Innovation ecosystem governance |
| Woodruff Arts Center | Director | 2020–2021 | Non-profit governance |
Board Governance
- Committee assignments: Risk Committee member; the Risk Committee (6 meetings in 2024) oversees ERM, risk appetite, due diligence for strategic transactions, CRO oversight; Chair is Christine M. Cumming who qualifies as the independent “expert” per enhanced prudential standards .
- Independence: Board determined Wade and all committee members meet SEC/NYSE independence requirements; key committees (Audit, Risk, Compensation & HR, Nominating & Corporate Governance) are fully independent .
- Attendance: CFG’s Board held 11 meetings in 2024; all directors serving in 2024 met at least 75% attendance and attended the 2024 annual meeting; Wade joined March 2025 (attendance data for him not yet disclosed) .
- Lead Independent Director: Edward J. Kelly III; executive sessions of independent directors at every regular meeting .
Fixed Compensation
| Component | Amount | Timing/Terms | Applicability to Wade |
|---|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly in advance; eligible for deferral | Applies to all non-employee directors, including Wade |
| Annual RSU retainer | $155,000 | Granted at annual meeting; vests immediately; settlement deferred until board service ends; dividend equivalents reinvested | Applies to all non-employee directors, including Wade |
| Lead Director cash retainer | $50,000 | Additional cash for Lead Director | Not applicable to Wade |
| Committee chair cash retainers | Audit $35,000; Risk $35,000; Comp & HR $30,000; Nominating & Gov $25,000 | Paid annually | Not applicable (Wade is a member, not chair) |
| Audit Committee member retainer | $10,000 | Paid annually | Not applicable (Wade is Risk Committee) |
| Annual cap on director pay | $750,000 total cash+equity; $400,000 equity cap per Director Plan | Governance safeguard | Applies to Wade |
| Directors Deferred Compensation Plan | Up to 100% of cash fees deferrable; interest crediting rate = 10Y UST constant maturity avg for prior quarter + 2% (credited monthly) | Optional | Available to Wade |
| Matching charitable contributions | Up to $5,000 annually | Company matching | Available to Wade |
Initial equity recorded at appointment:
- Beneficial ownership shows Wade held 502 RSUs as of Feb 28, 2025; these director RSUs vest immediately but settle at cessation of service .
Performance Compensation
Directors receive time-based RSUs; CFG does not use performance-based equity (PSUs/options) for director compensation.
| Performance Metric | Target/Range | Weight | Notes |
|---|---|---|---|
| None for director pay | N/A | N/A | Director RSUs are time-based, immediately vested on grant, settlement deferred; no performance metrics apply . |
Other Directorships & Interlocks
| Company | Type | Current/Past | Potential Interlock/Conflict Review |
|---|---|---|---|
| Public company boards | None | Current | No public company directorships; reduces interlock risk |
| BlackRock (prior employment) | Prior employer | Past | CFG maintains ordinary-course relationships with BlackRock and other 5% holders (pension/401k investment mgmt, trading, risk tech) under non-preferential terms reviewed under Related Person Transaction Policy—monitored and deemed not material . |
Expertise & Qualifications
- Technology and digital transformation leadership; information security/cyber risk familiarity from operating roles .
- Financial services industry and compliance/regulatory experience across banking, insurance, and asset management .
- Risk management governance via Risk Committee membership and prior COO/risk roles .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Composition/Notes |
|---|---|---|---|
| Claude E. Wade | 502 RSUs | <1% | RSUs granted under director policy; vested but settlement deferred until cessation of service . |
Ownership alignment and safeguards:
- Stock ownership guideline: non-employee directors must hold shares equal to 5× annual cash retainer within five years of start date; director RSUs count toward compliance and are mandatorily deferred; hedging and pledging of company securities are prohibited .
- As of Dec 31, 2024, all directors then serving were in compliance; Wade, appointed Mar 2025, has five years to reach guideline .
Insider Trades
| Date | Filing/Type | Security/Amount | Price | Notes |
|---|---|---|---|---|
| Mar 4, 2025 | Form 3 filed | Initial insider filing; holdings reported | — | Becoming a reporting insider as a director |
| Mar 1, 2025 | Form 4 (Acquired) | 502 RSUs | $0.00 | Director RSU grant recorded near appointment |
| Nov 12, 2025 | Form 4 (Credited) | 42.491 RSUs (dividend equivalents/retainer increment) | — | Routine director RSU crediting reported |
Note: CFG’s proxy confirms Wade’s 502 RSUs as of the Feb 28, 2025 measurement date .
Governance Assessment
- Independence/committee fit: Wade is independent and sits on the Risk Committee, aligning his technology/operations/risk background with CFG’s ERM oversight and cyber/AI governance emphasis .
- Attendance and engagement: Board requires robust engagement; while 2024 attendance data is not applicable to Wade, executive sessions occur at every regular meeting; mentoring, education, and strategy offsites are part of board effectiveness practices .
- Compensation alignment: Director pay mix is modest cash plus deferred time-based RSUs; strict ownership guidelines (5× retainer), clawback framework for executives, and prohibition on hedging/pledging support investor alignment and risk-aware culture .
- Conflicts/related party exposure: CFG’s Related Person Transaction Policy pre-approves ordinary-course dealings on non-preferential terms and requires committee oversight; CFG disclosed ordinary-course relationships with large holders (BlackRock, Vanguard, etc.), none deemed material—a relevant monitor given Wade’s prior BlackRock tenure but no current ties disclosed .
- Shareholder signals: 2024 say‑on‑pay support dropped to ~63%, prompting structural changes to executive pay decisioning (weights, caps, prospective disclosure); board responsiveness and engagement led by the Lead Independent Director are positives, though ongoing monitoring of pay outcomes remains prudent .