Michael Ruttledge

About Michael Ruttledge

Executive Vice President, Chief Information Officer (CIO) and Head of Enterprise Technology & Security at Citizens Financial Group. Age 61; joined Citizens in 2019 after serving as Unit CIO at American Express from 2013–2018. Graduate degree in Information Systems from the University of Brighton (UK). Leads Citizens’ Next Generation Technology transformation, upskilling programs, and capabilities in AI, blockchain, modern APIs and cloud; oversees the full technology and security stack across customer-facing and enterprise operations . Company compensation decisions emphasize pay-for-performance with core financial metrics ROTCE and EPS and a corporate performance factor approach; for 2024, Citizens’ corporate performance factor was 99.8% based on 60% weighted financial performance and 40% business execution (strategic priorities, stakeholders, risk/control) .

Past Roles

Organization	Role	Years	Strategic Impact
American Express Co.	Unit Chief Information Officer	2013–2018	Led technology for major business units; extensive infrastructure/engineering leadership in payments, merchant services, customer service, risk, fraud, banking and finance .
Citizens Financial Group	EVP, CIO & Head of Enterprise Technology & Security	2019–present	Spearheaded Next Generation Technology transformation, digital personalization, engineering/architecture academies, and AI/blockchain/API/cloud capability development .

External Roles

None disclosed in Citizens’ latest proxy biography for Ruttledge .

Fixed Compensation

Not disclosed for Ruttledge. He is not listed among Named Executive Officers (NEOs) in the 2024/2025 proxy Summary Compensation Tables, so individual salary/bonus/stock award figures are not reported publicly in those tables .

Performance Compensation

Program design for executives (structure used for NEOs and generally informs senior executive pay):

Element	Key Design Features
Performance Stock Units (PSUs)	3-year performance period; vest on third anniversary; 50% Cumulative Diluted EPS and 50% ROTCE; +/-20% TSR modifier; payout range 0–150% of target (modifier cannot exceed 150%) .
Restricted Stock Units (RSUs)	3-year annual pro-rata vesting; dividends accrue but are paid only on vesting .
Cash Bonus	Paid annually; option to defer up to 80% under nonqualified deferred compensation plan .

2024 corporate performance factor used to determine variable pay decisions for NEOs (indicative of the company-wide performance lens):

Component	Achievement	Weighting	Outcome
Financial Performance	98.0%	60%	58.8%
Business Execution	102.5%	40%	41.0%
Overall Corporate Performance Factor	—	—	99.8%

Notes:

The compensation committee sets NEO targets and mixes, monitors performance throughout the year, and applies the corporate performance factor with potential +/-20% individual adjustment based on performance and risk inputs from the Chief Risk Officer .

Equity Ownership & Alignment

Policy / Practice	Details
Stock Ownership Guidelines	CEO/CFO/Head of Consumer Banking: 6x base salary; Other Executive Committee Members: 3x base salary; Other Section 16 Officers: 1x base salary; 5-year compliance window; must hold 50% of net shares from awards until compliant .
Hedging & Pledging	Prohibited for executives and directors, including derivatives and pledging of company securities .
Clawback & Accountability Review	Firm-wide ARP process for trigger events (including risk-related events) enabling forfeiture/clawback; in addition, a Dodd-Frank compliant Clawback Policy adopted effective Dec 1, 2023 to recover erroneously awarded incentive comp upon required accounting restatements .
Equity Plan Integrity	No option repricing; no liberal share recycling; dividend equivalents accrue but are not paid on unearned/unvested units .

Insider activity and potential selling pressure:

Michael Ruttledge files Section 16 Form 4 statements, indicating ongoing equity activity typical of vesting/settlement cycles and any open-market transactions; recent filings include 2025 and 2024 submissions . Company policy prohibits pledging and hedging, reducing alignment risks associated with leverage or hedges .

Employment Terms

Equity award treatment under the 2014 Omnibus Plan (generally applicable to executive awards):

RSUs: If terminated without cause, or due to disability/retirement, RSUs continue to vest on original schedule subject to no detrimental/competitive activity; LSA RSUs are forfeited upon retirement; death accelerates vesting; voluntary resignation or termination for cause leads to forfeiture .
PSUs: Disability/retirement—continue vesting on original schedule based on actual performance if no detrimental/competitive activity; involuntary termination without cause—continue vesting if termination occurs after the first anniversary of performance period start and no detrimental activity; otherwise forfeited; death vests PSUs at target; voluntary resignation or termination for cause forfeits awards; LSA PSUs forfeited upon retirement .

Change-of-control (Omnibus Plan):

Defines CoC events (>50% voting power acquisition, board change, merger/consolidation tests, asset transfer thresholds); permits continuation/assumption, substitution, acceleration, or cash-out of options/SARs; PSUs assessed as of change date with earned portion retaining time-based vesting. RSUs/PSUs fully vest upon a qualifying termination (without cause or with good reason) within 12–24 months post-CoC depending on grant .

NEO employment agreements (reference point for executive protections; Ruttledge-specific agreement terms not disclosed):

Notice period (resignation): typically 120 days for Woods, Coughlin, McCree; non-solicitation of customers and colleagues for 12 months post-termination .
Severance: minimum 26 weeks base salary if terminated without cause; double-trigger CoC severance equals 2x (base salary + average cash bonus over prior 3 years) plus pro-rata bonus, upon termination without cause or resignation for good reason within 24 months post-CoC .
Company does not provide excise tax gross-ups to NEOs in connection with CoC .

Performance & Track Record

Led Citizens’ Next Generation Technology transformation and workforce upskilling agenda; developed advanced capabilities in AI, blockchain, modern APIs, and cloud to support strategic initiatives and operational resiliency .
Citizens highlights ROTCE and EPS alignment and pay-versus-performance framework; 2024 performance delivered in line with guidance amidst a dynamic environment, with peer TSR outperformance mentioned qualitatively in proxy disclosure .

Governance, Say-on-Pay, and Shareholder Feedback

Compensation governance: independent consultant (Compensation Advisory Partners); robust risk oversight; annual say-on-pay vote; ownership/retention guidelines; clawback .
2024 annual meeting votes: say-on-pay received 248,447,683 For; 147,116,010 Against; 760,275 Abstain; broader plan approvals passed (Omnibus Incentive Plan, ESPP) .
2024 program changes: introduced corporate performance factor with weightings and maximums; targets established for all NEOs; prospective disclosure of EPS/ROTCE ranges for LSAs and annual PSUs; +/-20% individual adjustment guardrails .

Compensation Structure Analysis

Emphasis on at-risk, long-term equity with PSUs and RSUs (65–75% of variable comp in equity for senior execs), reinforcing long-term alignment and retention; PSU metrics tied to EPS and ROTCE with TSR modifier, discouraging short-termism .
Strong risk alignment via prohibition of hedging/pledging and broad clawback/ARP processes .
No single-trigger vesting; no excise tax gross-ups; no option repricing .

Investment Implications

Alignment: PSU design (EPS/ROTCE + TSR) and 3-year vesting encourage delivery on earnings quality and capital returns—positive for investors seeking disciplined execution; clawback and risk scoring by CRO add downside protection on conduct/controls .
Transparency gap: As a non-NEO, Ruttledge’s individual pay/ownership is not quantified in proxies, limiting precision in pay-for-performance and “skin-in-the-game” analysis; monitoring Form 4s is essential to assess vesting-related sales or net share accumulation .
Retention risk: With no disclosed LSAs for the CIO and robust market demand for AI/cloud/security leadership, retention hinges on ongoing annual grants and internal succession planning; program-level constraints (non-solicit, vesting continuation rules, forfeiture on competitive/detrimental activity) provide retention hooks but are weaker than special awards granted to other CEO-successor candidates .
Trading signals: Expect periodic Form 4s around vesting dates for RSUs/PSUs; watch for net share accumulation vs. sell-to-cover patterns alongside any changes in performance PSU payout ranges disclosed prospectively for annual grants .