Kevin Cummings

About Kevin Cummings

Kevin Cummings, age 70, is an independent director of Citizens Financial Group (CFG) who joined the Board in April 2022 following CFG’s acquisition of Investors Bancorp, where he was Chairman and CEO; he is a Certified Public Accountant with a B.A. in Economics from Middlebury College and an MBA from Rutgers University . He serves on CFG’s Risk Committee and brings deep banking, audit, M&A, and risk-management expertise developed over 35+ years across Investors Bancorp/Investors Bank and KPMG . As of February 28, 2025, he beneficially owned 524,050 CFG shares (<1% of outstanding) and is deemed independent under SEC/NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Investors Bancorp, Inc. / Investors Bank	Chairman & CEO; earlier President & CEO	2008–2022 (Chairman & CEO 2018–2022; EVP/COO 2003–2008)	Led bank growth and strategic direction; governance and oversight as Chairman
KPMG LLP	Partner (CPA)	14 years as Partner; 26 years total	Led audit engagements and advisory; financial reporting and internal controls expertise

External Roles

Organization	Role	Tenure/Status	Notes
New Jersey Bankers Association	Former Chairman	Former	Industry leadership
Scholarship Fund for Inner-City Children	Trustee	Current	Community impact
Greater Trenton	Chair of the Board	Current	Regional development
Investors Charitable Foundation	Trustee	Current	Philanthropy
Citizens Philanthropic Foundation	Trustee	Current	Philanthropy
Federal Home Loan Bank of New York	Director	2014–2022 (Prior)	Risk oversight in bank system
Citizens Bank, N.A. (CBNA)	Director	Current	Subsidiary board service

Board Governance

Committee assignments: Risk Committee member; Risk Committee chaired by Christine M. Cumming; 6 meetings in 2024 .
Independence: Determined independent by SEC/NYSE standards; all committees fully independent; CFG holds executive sessions every meeting with Lead Independent Director presiding .
Attendance: Board held 11 meetings in 2024; all directors attended ≥75% of Board/committee meetings and the 2024 annual meeting; committees met Audit (12), Compensation & HR (9), Nominating & Governance (4), Risk (6) .
Engagement & education: Ongoing Board training (cybersecurity, AML, credit risk, AI, climate) and shareholder outreach twice per year; Lead Independent Director led 85% of 2024 engagement meetings amid 63% say‑on‑pay support in 2024 .

Fixed Compensation

Element	Amount	Terms
Annual cash retainer	$105,000	Paid quarterly; can defer under Directors Deferred Compensation Plan (no above‑market earnings)
Committee member retainer (Audit)	$10,000	Audit only; other committees no member fees disclosed
Committee chair retainers	Audit $35,000; Risk $35,000; Comp & HR $30,000; Nominating & Gov $25,000	Not applicable to Cummings (not a chair)
Lead Independent Director retainer	$50,000	Not applicable
Matching charitable contributions	Up to $5,000/year	Dollar-for-dollar match to qualifying charities
2024 actual—Kevin Cummings	Fees: $105,000; Stock awards: $154,980; Other: $5,000; Total: $264,980	“Other” reflects charitable match

Performance Compensation

Component	Design	Metrics	Vesting/Settlement
Annual RSU award	$155,000 (increased by $10,000 effective 4/25/2024)	None (director equity is time-based; no performance metrics)	RSUs vest immediately at grant; settlement deferred until service cessation; dividend equivalents reinvested

CFG’s director compensation does not include options or PSUs for non‑employee directors; equity is solely RSUs with mandatory deferral, enhancing alignment and minimizing short‑term risk-taking .

Other Directorships & Interlocks

Company/Organization	Role	Public Company?	Interlock/Conflict Considerations
None	—	—	No current public company boards; reduces overboarding/interlock risk
CBNA (Citizens Bank, N.A.)	Director	No (subsidiary)	Typical for parent directors; oversight of banking subsidiary
Prior: FHLB New York	Director	No	Prior role in bank system governance; not a current interlock

Expertise & Qualifications

CPA with extensive audit and financial reporting expertise from KPMG; seasoned bank CEO with deep risk, capital planning, and M&A experience; Risk Committee member at CFG .
Skills matrix: Financial Services, Financial Reporting & Capital Planning, Risk Management, M&A designated for Cummings .

Equity Ownership

Measure	Value	Notes
Total beneficial ownership (as of 2/28/2025)	524,050 shares	Includes shares deemed beneficial under SEC rules (e.g., settle‑within‑60‑days units)
Shares outstanding (as of 2/28/2025)	437,133,889	Company count
Ownership % of outstanding	~0.12% (524,050 / 437,133,889)	Computed from disclosed totals
Stock ownership guideline	5x annual cash retainer for directors; compliance required within five years	Director RSUs deferred until cessation; shares counted per policy
Compliance status	All directors in compliance as of 12/31/2024	Company-wide director compliance
Hedging/pledging	Prohibited for directors and executives	Alignment safeguard

Governance Assessment

Strengths: Independent status; deep banking/audit/risk experience aligned with Risk Committee service; high attendance and active Board education; mandatory RSU deferral and 5x retainer ownership guideline enhance alignment; hedging/pledging prohibited .
Compensation alignment: Modest cash retainer and time‑based RSUs without performance features or options; 2024 comp total $264,980, with transparent policy limits (annual director comp cap $750,000; equity award limit $400,000) .
Shareholder signals: CFG’s 2024 say‑on‑pay support was 63%, prompting structural improvements in executive pay oversight; while not director‑specific, it reflects Board responsiveness and governance focus under the Lead Independent Director .
Potential conflicts—RED FLAG noted and mitigated: Daughter employed at CFG in a non‑executive role with total 2024 compensation < $200,000; independence considered and upheld; CFG discloses ordinary‑course director/officer lending relationships under Regulation O on market terms, with no adverse features .

Overall, Cummings’ profile supports risk oversight effectiveness and shareholder alignment, with limited conflict exposure appropriately disclosed and governed by CFG policies .