Edward Kelly

About Edward J. Kelly III

Edward J. Kelly III, age 71, has served on Citizens Financial Group’s board since February 2019 and is the Lead Independent Director. He chairs the Compensation & Human Resources Committee and sits on the Nominating & Corporate Governance and Executive Committees. Kelly holds a J.D. from the University of Virginia School of Law (1981) and an A.B. from Princeton University (1975), and brings deep financial services, governance, and regulatory experience from senior roles at Citigroup, PNC/Mercantile, J.P. Morgan, and Davis Polk & Wardwell .

Past Roles

Organization	Role	Tenure	Committees/Impact
Citigroup	Chairman, Institutional Clients Group	2011–2014	Oversight of ICG businesses
Citigroup	Chairman of Global Banking	2010–2011	Led Global Banking segment
Citigroup	Chief Financial Officer	2009	Corporate finance leadership
Citigroup	Head of Global Banking	2008–2009	Ran Global Banking
Citigroup	President & CEO, Citi Alternative Investments	2008	Led alternative investments
The Carlyle Group	Managing Director	2007–2008	Private equity leadership
PNC Financial Services	Vice Chairman	2001–2007	Senior executive post-merger
Mercantile Bankshares	President & CEO; Chairman (from 2003)	2001–2007	Led bank; sale to PNC
J.P. Morgan	Managing Director; General Counsel & Secretary	Pre-2001	Investment banking, legal leadership
Davis Polk & Wardwell	Partner	Pre-2001	Corporate law/regulatory expertise

External Roles

Organization	Role	Tenure	Notes
MetLife, Inc.	Director	Since 2015	Current public company board
Dollar Tree, Inc.	Non‑Executive Chairman	Since 2022	Current public company board
CSX Corporation	Chairman of the Board	Until Jan 2019	Prior public company board
XL Catlin	Director	2014–2018	Prior public company board
Citizens Bank, N.A. (CBNA)	Director	Not disclosed	Subsidiary board (primary subsidiary)

Board Governance

Lead Independent Director responsibilities include presiding over executive sessions, reviewing/approving board agendas with the Chair/CEO, calling meetings of independent directors, liaising with shareholders/regulators, and ensuring accountability where management–shareholder conflicts may arise .
Committee assignments: Chair—Compensation & HR; Member—Nominating & Corporate Governance; Member—Executive .
2024 meetings: Board—11; Audit—12; Compensation & HR—9; Nominating & Corporate Governance—4; Risk—6; all directors attended ≥75% of their Board and committee meetings; all attended the April 25, 2024 annual meeting .
Independence: The Board determined Kelly and all committee members are independent under SEC/NYSE rules; all Board committees are composed solely of independent directors .
Compensation Committee governance: No interlocks or insider participation; independent consultant CAP engaged by the committee, with annual conflict assessment showing no conflicts; management uses AON McLagan for market data .

Committee Roles and Meetings (2024)

Committee	Role	Meetings in 2024
Compensation & HR	Chair	9
Nominating & Corporate Governance	Member	4
Executive	Member	—

Fixed Compensation

2024 Director Compensation (Kelly)

Component	Amount (USD)
Fees Earned or Paid in Cash	$168,333
Stock Awards (RSUs; grant‑date fair value)	$154,980
Other Compensation	—
Total	$323,313

Director Compensation Policy (effective April 25, 2024)

Element	Amount (USD)
Annual Cash Retainer	$105,000
Annual RSU Award (equity)	$155,000
Lead Independent Director Retainer (cash)	$50,000
Compensation & HR Committee Chair Retainer	$30,000
Audit Committee Chair Retainer	$35,000
Risk Committee Chair Retainer	$35,000
Nominating & Corporate Governance Chair Retainer	$25,000
Audit Committee Member Retainer	$10,000
Aggregate annual cap (cash+equity retainers)	$750,000
Director Plan annual equity award limit	$400,000

RSUs are granted at each annual meeting; they vest immediately but settlement is deferred until cessation of service; dividend equivalents are reinvested; directors may defer up to 100% of cash fees; deferrals credited monthly at 10‑year U.S. Treasury constant maturity + 2% annualized, divided by 12; directors are eligible for matching charitable contributions up to $5,000 annually .

Performance Compensation

Non‑employee directors receive time‑based RSUs; there are no performance‑based equity awards or annual bonuses for directors disclosed .
Clawbacks and risk controls: Equity awards are subject to forfeiture/clawback under the Clawback Policy and ARP process; equity awards do not accelerate upon retirement or change of control; executives (committee oversight) have pay decisions informed by risk performance reviews led by the CRO .
Executive pay‑for‑performance (committee oversight): Key metrics used for 2024 decisions—Underlying ROTCE, Underlying EPS, Underlying Efficiency Ratio .

Performance Metric (Executive Program)	Used for 2024 Pay Decisions
Underlying ROTCE	Yes
Underlying EPS	Yes
Underlying Efficiency Ratio	Yes

Say‑on‑pay and investor engagement: 2024 support was ~63% (down from 93% in prior year); the company conducted two engagement rounds; over 80% of outstanding shares invited; ~58% engaged through 26 meetings; 85% of meetings were led by the Lead Director (Kelly) .

Engagement Metric (2024)	Value
Say‑on‑Pay Support	63%
Outreach (% of outstanding invited)	>80%
Meetings Held (% of outstanding engaged)	>58%
Meetings Led by Lead Director	85%

Other Directorships & Interlocks

Company	Role	Tenure	Notes
MetLife, Inc.	Director	Since 2015	Current directorship
Dollar Tree, Inc.	Non‑Executive Chairman	Since 2022	Current directorship
CSX Corporation	Chairman	Until Jan 2019	Prior directorship
XL Catlin	Director	2014–2018	Prior directorship
CBNA (Citizens Bank, N.A.)	Director	Not disclosed	Subsidiary board

Related party/ordinary course: The proxy notes ordinary course banking relationships (including lending) with some directors/officers and their affiliates, each compliant with Regulation O, on market terms, and without unusual risk features; a specific family employment relationship is disclosed for another director (Cummings); no director‑specific related party transaction is identified for Kelly .

Expertise & Qualifications

Financial services leadership across global banking, CFO, alternative investments, and legal/regulatory roles .
Corporate governance, financial reporting and capital planning, compliance and regulations expertise; former General Counsel & Secretary of J.P. Morgan; former Davis Polk partner .

Equity Ownership

Item	Value
Total beneficial ownership (shares)	31,246
Ownership % of outstanding	<1%
Shares outstanding (record date: Feb 28, 2025)	437,133,889
Composition	RSUs vested; settlement deferred until board service ends
Director ownership guideline	5× cash retainer within 5 years
Compliance status (as of Dec 31, 2024)	All directors in compliance
Hedging/Pledging	Prohibited for directors

Governance Assessment

Board effectiveness: Kelly is Lead Independent Director and Compensation & HR Chair, central to agenda setting, executive sessions, CEO performance evaluation dialogue, and shareholder engagement—supports independent oversight amid a combined CEO/Chair structure .
Independence and committee governance: Determined independent under SEC/NYSE rules; compensation committee comprised solely of independent directors; no interlocks/insider participation; independent consultant (CAP) retained with no identified conflicts .
Pay‑for‑performance oversight signal: 2024 say‑on‑pay support declined to 63% (RED FLAG), but the board—led by Kelly—undertook robust outreach and modified compensation decision‑making structure and disclosures to address shareholder feedback, a constructive governance response .
Ownership alignment: Mandatory deferral of director RSUs until cessation of service, 5× retainer ownership guideline compliance, and prohibition on hedging/pledging align incentives with long‑term shareholder interests .
Related‑party exposure: Policy requires committee approval and market terms; disclosed ordinary‑course relationships complied with Regulation O; no specific transactions involving Kelly are identified in the proxy—low apparent conflict risk in disclosed period .
Director compensation structure: Balanced cash retainer plus equity RSUs; aggregate cap and annual equity limits constrain pay inflation; matching charitable contributions up to $5,000 disclosed; no per‑meeting fees disclosed—supports predictable, non‑excessive director pay .