Marita Zuraitis

About Marita Zuraitis

Independent director of Citizens Financial Group, Inc. since May 2011; age 64; currently serves on the Nominating & Corporate Governance and Risk Committees. She is President & CEO and a director of Horace Mann Educators Corporation (since 2013) and holds a bachelor’s degree from Fairfield University. The Board has determined she is independent under SEC and NYSE rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Horace Mann Educators Corporation	President, CEO, Director	2013–Present	Led insurer; public company CEO experience
The Hanover Insurance Group, Inc.	President, Property & Casualty Companies; Executive Leadership Team	2004–2013	Risk, capital planning, underwriting leadership
The St. Paul Travelers Companies	President & CEO, Commercial Lines	1998–2004	P&L leadership; M&A experience
USF&G; Aetna Life & Casualty	Underwriting and field management	Prior to 1998	Insurance operations and risk experience

External Roles

Organization	Role	Tenure	Committees/Impact
Horace Mann Educators Corporation	Director (in addition to CEO)	2013–Present	Insurance industry expertise
American Institute for CPCU	Trustee	Since 2009	Served on executive and compensation committees
CopperPoint (mutual insurance holding company)	Director	Since 2021	Insurance governance
Citizens Bank, N.A. (primary subsidiary, CBNA)	Director	Ongoing	Bank subsidiary oversight
NCCI Holdings, Inc.	Past Chair, Board of Trustees	Prior service	Workers’ comp data analytics governance
Worcester Academy	Past Board Member	Prior service	Community/education governance

Board Governance

Committee assignments: Nominating & Corporate Governance (member; Chair is William P. Hankowsky) and Risk Committee (member; Chair is Christine M. Cumming). 2024 meetings: Nominating & Corporate Governance (4); Risk (6) .
Independence: Determined independent under SEC/NYSE rules; all her committee roles meet independence requirements .
Attendance and engagement: Board held 11 meetings in 2024; every member attended at least 75% of Board and committee meetings on which they served; all directors attended the April 25, 2024 annual meeting .
Board practices relevant to effectiveness: Executive sessions at each regularly scheduled meeting; annual board/committee self-assessments (external facilitator at least every three years); continuing education on topics including governance, cybersecurity, AI, credit risk, climate risk, AML .

Fixed Compensation

Component (Director Compensation Policy)	Amount	Notes
Annual cash retainer	$105,000	Standard for non-employee directors (effective Apr 25, 2024)
Committee chair retainers	N/A	Not a chair; chair retainers: Audit $35k; Risk $35k; Comp & HR $30k; N&CG $25k
Committee member retainer (Audit only)	N/A	Audit member retainer $10k (not applicable)
Lead Director retainer	N/A	$50k (not applicable)

2024 actual director compensation for Marita Zuraitis:

Year	Fees Earned (Cash)	Stock Awards (Grant-date fair value)	Other Compensation	Total
2024	$105,000	$154,980	—	$259,980

Additional features:

Directors may defer up to 100% of cash compensation under the Directors Deferred Compensation Plan; interest credited monthly based on 10-year U.S. Treasury constant maturity + 2% (no company contributions; no above-market earnings) .
Matching charitable contributions up to $5,000 annually; business expense reimbursement; no participation in employee benefit programs .

Performance Compensation

Element	Design	Metrics	Vesting/Settlement
Annual RSU grant to directors	$155,000 value RSUs granted at annual meeting (Apr 25, 2024)	None (director equity is not performance-based)	RSUs vest immediately at grant; settlement deferred until cessation of board service; dividend equivalents reinvested

No options, PSUs, cash bonus, or formulaic performance incentives are used in non-employee director compensation; policy changes in 2024 raised equity retainer by $10,000 and imposed annual compensation limit ($750,000) and equity award limit ($400,000) .

Other Directorships & Interlocks

Company	Role	Industry	Potential Interlock/Conflict
Horace Mann Educators Corp.	CEO & Director	Insurance	CEO of a public insurer while serving as CFG director; Board policy limits CEOs of other public companies to ≤3 boards including CFG—she appears within limit . No related-party transactions involving Ms. Zuraitis disclosed by CFG .
CopperPoint	Director	Insurance (mutual)	No CFG-related transactions disclosed .
CBNA (CFG subsidiary)	Director	Banking	Subsidiary oversight; ordinary-course banking relationships with directors are permitted subject to Regulation O and non-preferential terms .
American Institute for CPCU	Trustee	Professional/education	Executive and compensation committee service; no CFG conflicts disclosed .

Expertise & Qualifications

Executive leadership in insurance with 40 years’ experience; risk management; financial reporting and capital planning; M&A .
Independence and governance experience across public, mutual, and nonprofit boards .

Equity Ownership

Holder	Total Beneficial Ownership (Shares)	% of Shares Outstanding	Notes
Marita Zuraitis	49,228	<1% (of 437,133,889 outstanding as of Feb 28, 2025)	Beneficial ownership per SEC rules, including certain units vesting within 60 days .

Stock ownership and retention guidelines:

Non-employee directors must hold shares equal to ≥5x annual cash retainer within five years of service start; director RSUs are mandatorily deferred until cessation of service; as of Dec 31, 2024, each director was in compliance .
Prohibited from hedging or pledging CFG securities (alignment safeguard) .

Governance Assessment

Strengths: Long-tenured independent director with deep risk and capital planning expertise; serves on Risk and Nominating & Corporate Governance Committees—both critical to oversight of ERM and board quality; attendance thresholds met; compensation structure emphasizes long-term alignment via deferred RSUs; robust prohibitions on hedging/pledging and strong ownership guidelines; no related-party transactions disclosed involving Ms. Zuraitis .
Watch items: Dual role as sitting public-company CEO (Horace Mann) increases time demands; currently within board service limits for CEOs (≤3 boards including CFG) and no conflicts disclosed, but continued monitoring for overboarding is prudent . Broader shareholder sentiment on pay: CFG’s 2024 say‑on‑pay support was ~63%, prompting program changes led by the Lead Independent Director and Comp & HR Committee—signals heightened investor expectations for governance rigor across the board .