Michele Siekerka

About Michele N. Siekerka

Michele N. Siekerka, age 60, has served as an independent director of Citizens Financial Group (CFG) since April 2022, joining at the close of the Investors Bancorp acquisition. She is President & Chief Executive Officer of the New Jersey Business & Industry Association, holds a bachelor’s degree from Rutgers University and a J.D. from Temple University School of Law, and is NACD Directorship Certified and a designated NACD Board Leadership Fellow . She is a licensed attorney with legal and government affairs expertise and prior banking board experience at Roma Financial Corporation (Board Chair) and Investors Bancorp .

Past Roles

Organization	Role	Tenure	Committees/Impact
New Jersey Business & Industry Association	President & CEO	2014–Present	Leads statewide industry association; market knowledge and advocacy
NJ Dept. of Environmental Protection	Assistant Commissioner; Deputy Commissioner	2010–2014	Sustainability practices and regulatory experience
Mercer Regional Chamber of Commerce	President & CEO	2004–2010	Regional business leadership
AAA Mid-Atlantic	Vice President of Human Resources; Senior Counsel	Prior to 2004	Human capital and legal expertise
Robbinsville Township Board of Education	President; former member	Prior to 2004	Public sector governance experience
Roma Financial Corporation	Board Chair	Pre–2013 (acquired)	Bank board leadership
Investors Bancorp, Inc.	Director	2013–2022 (acquired)	Regional bank director

External Roles

Organization	Role	Notes
Choose New Jersey	Director	State economic development board
New Jersey Innovation Institute	Director	Innovation/technology institute
Junior Achievement of New Jersey	Director	Non-profit education organization
Focus NJ	Director	Research think tank
NACD NJ Chapter	Director	Governance community leadership
National Association of Manufacturers	Director	Industry association
Conference of State Manufacturing Associations	Chair; Executive Committee Member	National manufacturing councils
Citizens Bank, N.A. (CBNA, primary subsidiary)	Director	CFG subsidiary board

Board Governance

Committee assignments: Compensation & Human Resources and Nominating & Corporate Governance; not a committee chair .
Independence: Board determined Ms. Siekerka meets SEC/NYSE director independence standards; all key committees are fully independent .
Attendance and engagement: The Board held 11 meetings in 2024; Compensation & HR met 9 times and Nominating & Corporate Governance met 4 times. Every director attended at least 75% of the Board and committee meetings they served on and all directors attended the April 25, 2024 annual meeting .
Executive sessions: Independent directors hold executive sessions at every regularly scheduled Board meeting, presided over by the Lead Independent Director .
Governance processes: Annual Board/committee/director evaluations with external facilitator (2024); overboarding limits; majority vote standard in uncontested elections; strong shareholder rights and outreach .

Fixed Compensation

Component	2024 Amount (USD)
Fees Earned or Paid in Cash	$105,000
Stock Awards (Grant-date fair value)	$154,980
Other Compensation (e.g., matching charitable contributions)	$4,756
Total Compensation	$264,736

Director Compensation Policy (effective April 25, 2024): Annual cash retainer $105,000; annual RSU award $155,000; committee chair retainers—Audit $35,000, Risk $35,000, Compensation & HR $30,000, Nominating & Corporate Governance $25,000; Audit Committee member retainer $10,000; Lead Director retainer $50,000; aggregate annual director compensation cap $750,000 .
Deferrals: Ms. Siekerka elected to defer 100% of cash fees starting February 2024 under the Directors Deferred Compensation Plan (interest crediting rate equals U.S. 10Y constant maturity average for the prior quarter + 2%, divided by 12; no company contributions and no above-market or preferential earnings) .

Performance Compensation

Director Equity Terms	Detail
Award Type	RSUs under the Non-Employee Directors Compensation Plan
Grant Timing	On the date of the annual meeting (April 25, 2024)
Grant Value	$155,000 (increased by $10,000 in April 2024)
Vesting	Immediate on grant date
Settlement	Deferred until director ceases Board service
Dividends	Dividend equivalents reinvested into additional RSUs and settled at distribution
Performance Metrics	None for director RSUs (no PSUs/options for directors)
Hedging/Pledging	Prohibited for directors (and executives)
Ownership Guidelines	Directors must hold ≥5x annual cash retainer within 5 years; as of Dec 31, 2024 all directors were in compliance

Note: CFG explicitly states equity grants are not timed in anticipation of material non-public information; off-cycle grants authority is limited and delegated to the Equity Committee for non-executives .

Other Directorships & Interlocks

Category	Details
Current public company boards	None
CFG subsidiary boards	CBNA (primary subsidiary)
Prior public company boards	Investors Bancorp, Inc.; Roma Financial Corporation (Board Chair)
Interlocks	Compensation & HR Committee members had no interlocks/insider participation in 2024; independent consultant (CAP) advises the committee

Expertise & Qualifications

Skills: Corporate governance, mergers & acquisitions, sustainability practices, financial services, risk/regulatory and capital planning; licensed attorney with legal/government affairs experience .
Credentials: NACD Directorship Certification; NACD Board Leadership Fellow .

Equity Ownership

Metric	Amount
Total beneficial ownership (shares)	65,338
Ownership as % of shares outstanding	0.015% (65,338 / 437,133,889)
RSUs (director plan)	13,987 (vested; settlement deferred until cessation of service)
Direct/indirect holdings detail	Includes 594 shares held by her children, 3,051 shares held in an IRA, 3,051 shares held in an IRA by her spouse, and 43,703 shares held in a family trust
Stock ownership guideline status	Directors in compliance as of Dec 31, 2024 (directors must hold ≥5x cash retainer)
Hedging/pledging	Prohibited by policy

Say-on-Pay & Shareholder Feedback

Proposal	For	Against	Abstain
2025 Advisory Vote on Executive Compensation	221,556,645	155,322,032	575,757

The Board conducted two rounds of shareholder outreach in 2024, including targeted engagement following lower support that year; feedback informed program changes disclosed in the CD&A .

Governance Assessment

Strengths
- Independent director with multi-sector leadership and regulatory background; strong governance/ESG skillset aligned to oversight mandates .
- Active on Compensation & HR and Nominating & Corporate Governance committees, which oversee executive pay, succession, board effectiveness, sustainability, and director education; both committees are independent and meet regularly (9 and 4 meetings in 2024) .
- Ownership alignment via 5x cash retainer guideline, mandatory RSU settlement deferral, and prohibition on hedging/pledging; all directors in compliance as of year-end 2024 .
- Transparent director pay structure with capped annual compensation and immediate-vest RSUs deferred to end of service; independent consultant (CAP) supports pay governance .
Potential Risks/RED FLAGS
- Overboarding risk appears low (no current public boards) .
- Related-party risks not identified; independence confirmed under SEC/NYSE rules, with banking relationships subject to ordinary-course and regulatory criteria .
- Attendance meets thresholds; no meeting shortfall disclosed .
- No hedging or pledging permitted; aligns with shareholder-friendly policy .
Implications for investors
- Her Compensation & HR committee role ties directly to responsiveness on executive pay; the 2025 say-on-pay passed but with mixed support, underscoring continued need for robust pay-for-performance oversight .
- Legal, regulatory, and sustainability experience enhances board oversight on risk and ESG disclosures, supporting credibility in regulated financial services .