Donald McCree

About Donald McCree

Donald H. McCree III (age 63) is Senior Vice Chair and Head of Commercial Banking at Citizens Financial Group; he has led the Commercial Banking Division since August 2015 and was elevated to Senior Vice Chair in 2024, overseeing Corporate & Investment Banking, Commercial Lending, CRE, Capital Markets & Advisory, Asset Finance, Treasury Solutions, Underwriting & Portfolio Management, and Enterprise Payments . CFG’s pay program ties a large portion of his compensation to performance via PSUs based 50% on cumulative EPS and 50% on average ROTCE with a +/-20% relative TSR modifier; company-level “Pay vs Performance” disclosure shows 2024 Underlying ROTCE of 10.5%, GAAP net income of $1,509mm, and TSR of $136.1 on a $100 base (peers $132.6), framing the environment for incentive outcomes . For the 2024 performance year, CFG set a corporate performance factor at 99.8%, and McCree’s overall variable compensation payout was 98.7% of target, reflecting balanced financial (60%) and business execution (40%) criteria plus individual assessment overlays .

Past Roles

Organization	Role	Years	Strategic Impact
J.P. Morgan Chase & Co. and predecessors	Senior leadership positions across corporate and investment banking	30+ years	Deep CIB operating experience leveraged at CFG to expand coverage, product capability, and capital markets execution

External Roles

Organization	Role	Years	Strategic Impact
University of Vermont	Trustee; UVM Foundation Board of Directors	Not disclosed	Governance and fundraising leadership; alumni connectivity
National Constitution Center (Philadelphia)	Trustee	Not disclosed	Non-profit governance; civic engagement

Fixed Compensation

Year	Base Salary ($)	All Other Compensation ($)
2022	700,000	29,575
2023	700,000	36,670
2024	700,000	30,175

Performance Compensation

Annual Variable Compensation Outcomes (by component)

Year	Target Variable Comp ($)	Achievement (%)	Cash Bonus ($)	RSUs ($)	PSUs ($)	Total Variable ($)
2022	4,050,000	Not disclosed	1,215,000	1,012,500	1,822,500	4,050,000
2023	3,500,000	Not disclosed	875,000	962,500	1,662,500	3,500,000
2024	3,900,000	98.7%	962,500	1,058,750	1,828,750	3,850,000

PSU Design and Targets

Grant Year/Performance Period	Metric	Weight	Threshold	Maximum	TSR Modifier	Vesting
2024 grant (2024–2026)	Average ROTCE	50%	4.35%	13.38%	+/-20% vs peer TSR, max 150% total	Single vest after 3 years (3/1/2027)
2024 grant (2024–2026)	Cumulative EPS	50%	$4.60	$15.79	+/-20% vs peer TSR, max 150% total	Single vest after 3 years (3/1/2027)
2025 grant (2025–2027)	Average ROTCE	50%	6.48%	14.57%	+/-20% vs peer TSR, max 150% total	Single vest after 3 years (schedule per plan)
2025 grant (2025–2027)	Cumulative EPS	50%	$7.58	$18.05	+/-20% vs peer TSR, max 150% total	Single vest after 3 years (schedule per plan)

Notable PSU Payout History

2022 PSU Awards (performance 2022–2024) approved at 84.8% of target; TSR percentile 44% (no modifier impact) .

Corporate and Individual Performance Framework

Corporate performance factor: 60% financial + 40% business execution; 2024 factor determined at 99.8% .
Individual adjustment band: +/-20% vs corporate factor; McCree’s 2024 outcome: 98.7% of target .

Equity Ownership & Alignment

Beneficial Ownership (as of Feb 28, 2025)

Holder	Shares	% Outstanding
Donald H. McCree III	288,981	<1% (of 437,133,889 shares)

Stock ownership guidelines: CEO/CFO/Head of Consumer Banking at 6x salary; Other Executive Committee Members at 3x salary; executives have 5 years to comply; as of 12/31/24 all NEOs were in compliance .
Hedging/pledging: Prohibited for executives and directors .

Outstanding Unvested Equity (Dec 31, 2024)

Award	Shares/Units (#)	Market Value ($)
2022 RSUs	6,091	266,542
2022 PSUs (earned/vesting mechanics per plan)	27,895	1,220,685
2023 RSUs	16,221	709,831
2023 PSUs (projected at plan methodology)	32,848	1,437,428
2024 RSUs	30,429	1,331,573
2024 PSUs (target basis per plan methodology)	52,560	2,300,026

RSU vesting: annual pro rata over 3 years; March 2023 RSUs had remaining vests on 3/1/2025 and 3/1/2026; March 2024 RSUs scheduled to vest 3/1/2025, 3/1/2026, 3/1/2027 .
PSU vesting: single vest after 3-year performance period (e.g., 2024 grant vests 3/1/2027; 2023 grant vests 3/1/2026) with TSR modifier; no acceleration absent qualifying termination post‑CoC .

Shares Vested in 2024

Name	Shares Vested (#)	Value Realized ($)
Donald H. McCree III	59,115	1,869,807

Deferred Compensation

McCree made no contributions and had no plan balance activity disclosed for 2024; only the CEO and Coughlin appeared in the nonqualified deferral table .

Employment Terms

Item	Key Terms
Employment Agreement	Yes (standard NEO form)
Notice Period on Resignation	120 days
Non‑Solicit	12 months post-termination (customers and colleagues)
General Severance (no CoC)	Minimum 26 weeks of base salary if made redundant or terminated without cause, subject to release; health benefits at active rates for one month and up to 12 months outplacement per practice
CoC Severance (double trigger)	If terminated without cause or resigns for good reason within 24 months of CoC: 2x (base salary + average cash bonus over prior 3 years) + pro‑rata bonus (average cash bonus basis)
Equity on CoC	PSUs assessed at CoC for actual earned to date, then remain time‑vesting; if double‑trigger termination within 12 or 24 months (starting with 2024 grants), unvested RSUs and PSUs fully vest
Clawback	Dodd‑Frank compliant Clawback Policy (Dec 1, 2023) plus broader ARP process for risk events; potential forfeiture/clawback of awards
Tax Gross‑Ups	No excise tax gross‑ups; no tax gross‑ups except standard relocation program

Estimated Potential Payments (as of Dec 31, 2024)

Scenario	Cash ($)	Equity ($)	Health ($)	Outplacement ($)	Total ($)
Voluntary Termination with Good Reason	350,000 (12)	5,445,276 (14)	1,125	5,700	5,802,101
Change of Control Qualifying Termination (Double Trigger)	4,452,500 (13)	7,745,301 (14)	1,125	5,700	12,204,626
Change of Control Only (No Termination)	—	7,745,301 (14)	—	—	7,745,301
Death	—	7,745,301 (14)	—	—	7,745,301
Disability	—	7,745,301 (14)	—	—	7,745,301
Retirement	—	7,745,301 (14)	—	—	7,745,301

Notes: (12) Pro‑rata bonus construct; (13) 2x base + average cash bonus plus pro‑rata bonus; (14) equity treatment per plan and award agreements .

Performance & Track Record (2024 Highlights)

Expanded middle‑market teams in FL and CA; grew NYC metro presence to support opportunistic IB fee generation aligned to Private Bank and Wealth expansion .
Advanced coverage for emerging MM clients and expanded products (Payments, Treasury Solutions, Advisory) while maintaining strong Commercial Banking NPS .
Delivered strong capital markets fees and share gains; executed balance‑sheet redeployment to higher‑return relationships/fee transactions; progressed swap dealer registration; led disciplined CRE workout .
Drove tech/digitization (LoanIQ to cloud, client portal enhancements, applied AI predictive models) to enhance client experience .

Compensation Structure Analysis

High at‑risk mix with long‑term equity (PSUs and RSUs) comprising 65–75% of variable pay; at least 50% of LTI via PSUs with 3‑year performance period, aligning pay with multi‑year EPS/ROTCE outcomes and relative TSR .
2024 corporate factor at 99.8% and McCree’s 98.7% of target indicate disciplined funding and tight linkage to financial/business execution; no outsized discretionary upside .
PSU calibration tightened with explicit 2024–2026 and 2025–2027 EPS/ROTCE ranges and TSR cap at 150%; 2022 PSU payout at 84.8% evidences downside sensitivity when EPS/ROTCE underperform targets .
No options granted; equity is RSU/PSU only, which lowers risk of underwater option repricing; plan expressly prohibits repricing; no dividend equivalents paid on unearned/unvested units .

Risk Indicators & Governance

Hedging and pledging prohibited; executives subject to ownership and holding requirements; all NEOs in compliance as of 12/31/24 .
No single‑trigger vesting or severance on CoC; double‑trigger only; no excise tax gross‑ups .
Clawback policy plus ARP process broaden recoupment triggers beyond restatements to risk events and misconduct .
Section 16(a) compliance: one late Form 4 for McCree reporting a charitable gift of 11,129 shares on Nov 26, 2024, filed Dec 2, 2024 .

Equity Ownership & Alignment Details

Ownership as % outstanding is <1%; nonetheless, stock ownership guidelines require significant skin‑in‑the‑game (3x salary for other Executive Committee members), with mandatory post‑vest holding of 50% of net shares until in compliance .
Upcoming vesting cadence (RSUs 3/1/2025–2027; PSUs single vest at close of 3‑year cycles) could create periodic selling windows; however, pledging/hedging is disallowed and retention guidelines temper immediate liquidity .

Employment & Contracts (Economics and Restraints)

Retention economics primarily via ongoing annual LTI; McCree did not receive the 2024 off‑cycle Leadership Succession Awards that targeted Woods and Coughlin, which included additional PSUs/RSUs/restricted cash for succession continuity .
Double‑trigger CoC protections are standard at 2x cash plus equity vesting; general severance minimum (26 weeks) provides baseline downside protection but is modest versus peers, limiting windfalls .

Investment Implications

Alignment: Strong multi‑year linkage to EPS/ROTCE and relative TSR with 3‑year PSU cliff and capped outcomes fosters prudent risk‑taking; 2022 PSU payout below target validates pay‑for‑performance .
Retention/Selling Pressure: Material unvested RSUs/PSUs (aggregate indicated market value ~$7.7mm in multiple scenarios) and ownership/holding rules reduce near‑term selling pressure; watch March 1 annual vest dates for potential liquidity events .
Change‑in‑Control: Double‑trigger terms (~$12.2mm illustrative total) are meaningful but not excessive; no tax gross‑ups and no single‑trigger lower risk of entrenchment behaviors .
Governance/Risk: Comprehensive clawback, hedging/pledging bans, and risk reviews mitigate adverse incentive behaviors; isolated late Form 4 (charitable gift) appears non‑economic but worth monitoring for process rigor .