Lee Alexander

About Lee Alexander

Lee Alexander, age 57, has served as an independent director of Citizens Financial Group (CFG) since February 2021 and is a member of the Audit Committee. He is Executive Vice President and Chief Information Officer (CIO) at The Clearing House; previously, he held senior technology leadership roles at the Federal Reserve Bank of New York. He holds a B.Sc. in Computing Science and an MBA from the University of Glasgow and also serves on the board of CFG’s primary subsidiary, Citizens Bank, N.A. (CBNA) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Federal Reserve Bank of New York	Executive Vice President, CIO, Head of the Technology Group, Management Committee	2015–2018	Led technology and application development; architecture and Fedwire modernization
Federal Reserve Bank of New York	Senior Vice President, Head of Application Development	2012–2015	Application development leadership

External Roles

Organization	Role	Tenure	Notes
The Clearing House	Executive Vice President and CIO	2018–Present	Directs enterprise technology and operations
Citizens Bank, N.A. (CBNA)	Subsidiary Board Director	Current	CFG’s primary subsidiary board service
Public Company Boards	—	—	Other current public company directorships: None

Board Governance

Independence: The Board determined Lee Alexander is independent under SEC and NYSE rules; all Audit Committee members meet independence and financial literacy requirements .
Committee assignment: Audit Committee member; Audit held 12 meetings in 2024; the committee is chaired by Wendy A. Watson. Audit Committee financial experts designated are Watson, Atkinson, Cumming, Leary, and Lillis (Alexander not designated as “audit committee financial expert”) .
Attendance: The Board held 11 meetings in 2024; every director attended at least 75% of Board and committee meetings; all directors attended the April 25, 2024 annual meeting .
Shareholder support signals:
- 2025 director election results for Lee Alexander: For 374,941,980; Against 2,223,011; Abstain 289,443 .
- 2025 advisory vote on executive compensation: For 221,556,645; Against 155,322,032; Abstain 575,757 .

2025 Annual Meeting Votes	For	Against	Abstain
Lee Alexander (Director)	374,941,980	2,223,011	289,443
Say-on-Pay (Advisory)	221,556,645	155,322,032	575,757

Fixed Compensation

Component (2024)	Amount (USD)
Fees Earned or Paid in Cash	115,000
Stock Awards (Grant-Date Fair Value)	154,980
Other Compensation (Charitable Match)	5,000
Total	274,980

Director Compensation Policy (effective April 25, 2024):

Annual cash retainer: $105,000; Audit Committee member retainer: $10,000 (sum aligns with Alexander’s $115,000 cash fees) .
Annual RSU award: $155,000; RSUs vest immediately at grant but are mandatorily deferred until service ends; dividend equivalents reinvested .
Lead Director and chair retainers: Lead Independent Director $50,000; Audit Chair $35,000; other chair retainers specified .
Policy changes: Annual equity retainer increased by $10,000 in April 2024; annual cap of $750,000 for cash+equity retainers and a $400,000 equity award limit in the Director Plan .

Performance Compensation

Directors do not receive performance-based equity; non-employee director equity is granted as time-based RSUs that vest immediately and settle upon board departure. Dividend equivalents are reinvested; no PSU/option awards or formulaic performance metrics apply to director compensation .

Equity Award (Director)	Grant Date	Number of Shares	Grant-Date Fair Value	Vesting	Settlement
RSU (Annual Director Grant)	April 25, 2024	—	154,980	Immediate	Deferred until board service ends

Other Directorships & Interlocks

Entity	Relationship	Potential Interlock/Exposure	Notes
The Clearing House	Alexander is EVP/CIO	Network overlap: CFG CEO Bruce Van Saun serves on The Clearing House Supervisory Board	Board independence reaffirmed; related-person transactions must meet ordinary-course, non-preferential criteria with governance controls
Public Company Boards	None	—	No external public company board service; mitigates overboarding/conflict risk

Expertise & Qualifications

Technology and cybersecurity leadership; compliance and regulatory experience; financial services background. Noted contributions include large-scale architecture and Fedwire modernization at FRBNY; over 25 years of international tech and financial services management .

Equity Ownership

Measure	Value
Total beneficial ownership (shares)	18,264
Ownership % of outstanding	<1%
Composition	Includes 18,264 director RSUs (vested; settlement deferred until service ends)
Vested vs. unvested	Vested RSUs; settlement deferred
Hedging/pledging	Prohibited by policy for directors
Stock ownership guideline	5x annual cash retainer; 5-year compliance window; all directors compliant as of Dec 31, 2024

Governance Assessment

Strengths: Independent director with deep technology, cybersecurity, and regulatory experience; Audit Committee membership supports financial oversight; strong shareholder support in 2025 election indicates investor confidence .
Alignment: Director compensation mix appropriately balanced between cash and deferred equity; RSUs are deferred until cessation of service, reinforcing long-term alignment; directors subject to 5x retainer ownership guidelines and hedging/pledging prohibitions .
Engagement/Attendance: Board and committees demonstrated active cadence in 2024; all directors met minimum attendance thresholds and attended the annual meeting .
Potential conflicts: Network overlap via The Clearing House (Alexander as CIO; Van Saun on Supervisory Board) could present perceived interlock; mitigated by annual independence determinations, ordinary-course transaction controls under the Related Person Transaction Policy, and committee independence .
Signals to watch: Ongoing Audit Committee leadership transition (Watson retirement post-2025 meeting) and committee refreshment; continued shareholder engagement following lower 2024 say-on-pay support and 2025 advisory vote dynamics .