Claude Wade

About 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 .