John Woods

About John Woods

John F. Woods is Vice Chair and Chief Financial Officer of Citizens Financial Group (CFG). He joined Citizens in February 2017, became CFO in March 2017, and was appointed Vice Chair in February 2019; he is age 60 and holds a B.S. in Commerce from the University of Virginia . Woods oversees Financial Planning, Controller, Investor Relations, Strategy, Treasury, business line finance, Community Development, and Property and Procurement; he serves on the board of Prove Identity Inc. since December 2021 . CFG’s 2024 performance included Underlying EPS of $3.24 (Reported $3.03), Underlying ROTCE of 10.5% (Reported 9.8%), efficiency ratio of 65% (Reported 67%), PPNR of $2.716B (Reported $2.575B), TSR second among its peer group, and CET1 of 10.8% .

Past Roles

Organization	Role	Years	Strategic Impact
MUFG Americas (operates MUFG Union Bank)	Chief Financial Officer	2013–2017	Senior finance leadership at a large U.S. banking subsidiary .
Union Bank (predecessor)	Vice Chairman & Chief Financial Officer	2009–2013	Executive finance leadership through predecessor period .
J.P. Morgan Chase	CFO, Home Lending	—	Led finance for Home Lending business .
Washington Mutual (predecessor entity)	CFO, Home Lending	—	Finance leadership in mortgage lending .
Freddie Mac	CFO, Funding & Investment Division; Corporate Controller	—	Senior financial roles spanning funding, investments, and corporate controllership .
Arthur Andersen	Partner, Financial & Risk Consulting	—	16 years culminating in partnership in financial and risk consulting .

External Roles

Organization	Role	Years	Notes
Prove Identity Inc.	Director	Since Dec 2021	Current outside directorship .

Fixed Compensation

Multi-year compensation earned by Woods (SEC-reported and program figures):

Metric	2022	2023	2024
Base Salary ($)	$700,000	$700,000	$700,000
Cash Bonus ($)	$1,215,000	$887,500	$950,000
RSUs ($)	$1,012,500	$976,250	$1,045,000
PSUs ($)	$1,822,500	$1,686,250	$1,805,000
Total Variable Compensation ($)	$4,050,000	$3,550,000	$3,800,000
Total Compensation ($)	$4,750,000	$4,250,000	$4,500,000

2024 target compensation (new framework established for all NEOs):

Metric	2024
Target Total Compensation ($)	$4,500,000
Base Salary ($)	$700,000
Target Variable Compensation ($)	$3,800,000

Performance Compensation

Corporate performance factor and award design:

Element	Weighting/Design	Target/Range	Actual/Payout	Vesting
Corporate Performance Factor – Financial	60%	—	Achievement 98.0% → Outcome 58.8%	Applies to annual variable comp .
Corporate Performance Factor – Business Execution	40%	—	Achievement 102.5% → Outcome 41.0%	Applies to annual variable comp .
Corporate Performance Factor – Overall	—	—	99.8%	Basis for NEO variable awards; individual +/-20% adjustments possible .
Annual PSUs (2024 grants for 2024 perf year; payout cap)	50% Cumulative EPS; 50% Avg ROTCE; TSR modifier +/-20%	Max payout 150% of target	—	3-year performance; vests at end of period .
2022 PSU Outcome (Performance period 2022–2024)	50% EPS; 50% ROTCE; TSR +/-10% (at 44th percentile, no modifier)	ROTCE Threshold 10.00%; Target 14.00%; Max 15.75%; EPS Threshold $10.75; Target $15.42; Max $16.84	ROTCE Actual 13.49% → Earned 95.4%; EPS Actual $11.96 → Earned 74.2%; Overall payout 84.8% of target	3-year period completed; committee approved final payout .
2025 PSU Prospective Ranges (Performance period 2025–2027)	EPS/ROTCE split; TSR +/-20%	ROTCE Threshold 6.48%; Max 14.57%; EPS Threshold $7.58; Max $18.05	—	3-year performance; targets set Feb 2025 .

2024 Performance Year variable award mix for Woods:

Cash bonus: $950,000; RSUs: $1,045,000; PSUs: $1,805,000; total variable: $3,800,000; base salary: $700,000; total compensation: $4,500,000 .

Leadership Succession Awards (LSAs) granted June 13, 2024 to CEO successor candidates:

Woods LSA total value $7.0MM: PSUs $3.5MM, RSUs $2.5MM, restricted cash $1.0MM; annual run-rate $2.33MM .
LSA PSUs metrics and vesting: 3-year performance period (2024–2026), 50% average ROTCE (OCI-adjusted) and 50% cumulative EPS, TSR +/-20%, max payout 150%; threshold/max achievement levels: ROTCE 4.35% / 13.38%, EPS $4.60 / $15.79 .
LSA RSUs vest in a single installment on the third anniversary of grant (June 13, 2027); dividends accrue and are paid only upon vesting .
Restricted cash subject to full repayment if the executive resigns within three years (applies to Woods and Coughlin) .

Equity Ownership & Alignment

Beneficial ownership and alignment policies:

Metric	2023 (as of Feb 28, 2023)	2024 (as of Feb 28, 2024)	2025 (as of Feb 28, 2025)
Total beneficial ownership (shares)	156,326	199,724	226,805

Ownership policies and compliance:

Executives are subject to stock ownership guidelines; requirement for CEO, CFO (Woods), and Head of Consumer Banking increased to 6x base salary in June 2024; other Executive Committee members 3x; other Section 16 officers 1x; directors 5x cash retainer .
Executives must hold 50% of net shares acquired until in compliance; as of December 31, 2024, each NEO and director was in compliance .
Hedging and pledging of Company securities are prohibited for colleagues and directors, including NEOs .
Equity awards do not accelerate upon retirement or change of control .

Outstanding unvested awards held by Woods (as of Dec 31, 2024):

Award	Shares/Units Not Vested (#)	Market Value ($)
2022 RSUs	5,748	$251,532
2022 PSUs	26,324	$1,151,938
2023 RSUs	16,221	$709,831
2023 PSUs	32,848	$1,437,428
2024 RSUs (annual)	30,864	$1,350,609
2024 PSUs (annual)	53,311	$2,332,889
2024 RSUs (LSA)	72,484	$3,171,900
2024 PSUs (LSA)	101,478	$4,440,677

Note: Director RSUs for directors settle only upon cessation of service; dividend equivalents accrue on RSUs/PSUs and are paid only if awards vest .

Employment Terms

Term	Provision	Source
Employment start; current role	Joined Feb 2017; CFO since Mar 2017; Vice Chair since Feb 2019
Notice period on resignation	120 days
Non-solicit of customers/colleagues	12 months post-termination (any reason)
Severance (without cause/redundancy)	Minimum 26 weeks of base salary, subject to release
Change-of-control (double trigger)	If terminated without cause or resigns for good reason within 24 months post-CoC: 2x (current base salary + average cash bonus over prior 3 years) + pro-rata cash bonus for year of termination based on prior 3-year average
Definitions (Cause/Good Reason)	As specified (felony conviction, gross misconduct, failure to perform; material diminution, base salary reduction, >50 mile relocation etc.)
Clawback policy	Dodd-Frank-compliant Clawback Policy adopted Dec 1, 2023 (erroneously awarded incentive comp recoverable upon material restatement), in addition to Accountability Review Panel (ARP) broader forfeiture/clawback process
Equity acceleration	No acceleration for retirement or change of control
Ownership retention	Hold 50% of net shares until guideline compliance
Hedging/pledging	Prohibited

Say-on-Pay & Shareholder Feedback

2024 advisory vote on executive compensation (April 25, 2024): For 248,447,683; Against 147,116,010; Abstain 760,275 . The 2025 proxy notes prior-year support of approximately 63% and responsiveness through program changes .
Key changes in 2024: Adopted a structured corporate performance factor with explicit weightings (60% financial, 40% business execution) and maximum achievement levels; instituted +/-20% individual adjustments; established total compensation targets for all NEOs; began prospective disclosure of PSU performance ranges (EPS, ROTCE) .

Compensation Peer Group (Benchmarking)

CFG’s compensation peer group used across recent proxies includes: Comerica, KeyCorp, Regions Financial, Fifth Third, M&T, Truist, Huntington, PNC, U.S. Bancorp . LSA rationale also referenced talent dynamics and special awards at peers KeyCorp, Truist, and PNC .

Performance & Track Record

Key achievements considered in Woods’ 2024 pay decision:

Positioned CFG for margin expansion and improving returns; delivered above-target pre-tax run-rate savings through TOP 9; strengthened financial forecasting and expense management .
Evolved strategic planning and prioritization of strategic initiatives; executed non-core and BSO balance-sheet strategies reallocating capital to more strategic opportunities .
Maintained disciplined funding, liquidity, CET1 and LCR strengthening transactions; strong loan loss reserve coverage; enhanced interest rate and liquidity risk modeling and back-testing with risk management .

Equity Ownership & Alignment Policies Summary

Ownership guideline: 6x salary for CFO; compliance as of Dec 31, 2024 .
Prohibition on hedging/pledging; mandatory retention until guideline met .
No equity acceleration upon retirement or change of control; risk review integrated into pay decisions (CRO-led) .

Compensation Structure Analysis

Mix remains heavily at-risk; for Woods, variable compensation $3.8MM in 2024 split across cash, RSUs, and PSUs .
Shift to more structured oversight without fully formulaic STI/ LTI; corporate factor provides transparency while preserving committee discretion to balance qualitative/quantitative factors .
Off-cycle LSAs are explicitly positioned as retention instruments for CEO succession continuity with balanced forms (PSUs/RSUs/restricted cash) and clawback/forfeiture protections; no current intention to make further off-cycle succession grants .

Risk Indicators & Red Flags

Hedging/pledging prohibited (positive governance) .
Robust clawback and ARP frameworks (positive governance) .
Equity does not accelerate on retirement/CoC (alignment) .
Past say-on-pay support dipped to ~63%, prompting program changes (watchlist) .
Section 16(a) compliance: 2024 filings timely for directors and officers except a late charitable gift by McCree; no issues disclosed for Woods .

Investment Implications

Alignment: Ownership at 6x salary requirement and prohibition on hedging/pledging support long-term alignment; significant outstanding PSUs and RSUs tie payoffs to EPS/ROTCE/TSR .
Retention: LSAs for Woods (total $7MM, 3-year PSU/RSU plus restricted cash repayable if resigns within 3 years) materially reduce near-term departure risk and signal succession readiness .
Potential selling pressure: 3/1/2024 annual RSUs vest ratably over three years and 6/13/2024 LSA RSUs cliff-vest on 6/13/2027; monitor selling windows around annual vest dates and 2027 cliff, noting retention/ownership guidelines temper immediate liquidity .
Performance sensitivity: PSU outcomes depend on achieving EPS/ROTCE ranges with TSR modifiers; 2022 PSU payout at 84.8% illustrates downcycle sensitivity; 2025 PSU ranges set above/below plan anchor future payouts to medium-term EPS CAGR and ROTCE targets .

Overall, Woods’ compensation is tightly coupled to multi-year EPS/ROTCE and relative TSR, with increased ownership requirements and no acceleration provisions reinforcing alignment. Off-cycle LSAs add retention strength ahead of any eventual CEO transition, with clear performance hurdles and clawback protections **[759944_0000759944-25-000044_cfg-20250307.htm:66]** **[759944_0000759944-25-000044_cfg-20250307.htm:84]** **[759944_0000759944-25-000044_cfg-20250307.htm:61]** **[759944_0000759944-25-000044_cfg-20250307.htm:83]**.

Notes:

All dollar and share figures reflect disclosures as cited from CFG’s 2025 Proxy Statement and prior proxies.