Richard Stein

About Richard Stein

Executive Vice President and Chief Risk Officer at Citizens Financial Group (CFG). Age 55. Joined Citizens in May 2023 as EVP and Senior Risk Advisor; appointed CRO of Citizens Financial Group, Inc. and CBNA in January 2024, leading the second line of defense across credit, market, operational, regulatory, compliance, and model risk. Holds a BBA in Finance from Texas A&M University; prior experience spans more than 28 years in risk, product, and business line roles at Fifth Third, Bank of America, and Comerica . CFG’s compensation decisions emphasize Underlying ROTCE and EPS with a relative TSR modifier for PSUs; 2024 corporate performance factor was 99.8% (60% financial, 40% business execution). CFG noted stock outperformance vs peers across multiple timeframes and ROTCE/EPS in line with guidance despite a dynamic 2024 environment .

Past Roles

Organization	Role	Years	Strategic Impact
Fifth Third Bancorp	EVP, Chief Credit Officer	2018–2023	Led enterprise-wide credit risk management; oversaw Consumer, Middle Market, Commercial, Capital Markets, and CRE credit; managed regulatory/governance relationships .
Fifth Third Bancorp	Various risk and banking roles	2014–2018	Progressively senior risk leadership positions preceding CCO role .
Bank of America	Risk, product, relationship management roles	1998–2014	Broad risk and business line leadership across multiple functions .
Comerica	Risk/banking roles	Pre-1998	Early career roles prior to Bank of America tenure .

External Roles

No public company board positions or external directorships disclosed in CFG’s executive biography for Mr. Stein .

Fixed Compensation

Stein was not listed as a Named Executive Officer (NEO) in the 2025 proxy’s 2024 Summary Compensation Table; therefore, his base salary, target bonus, and reported stock award values were not disclosed (SCT covers CEO, CFO, Heads of Consumer/Commercial, and Former CXO) .

Performance Compensation

CFG’s senior-leader incentive architecture (applies to NEOs and Executive Committee members) emphasizes a mix of cash, RSUs, and PSUs, with PSUs tied to multi-year financial results and a relative TSR modifier.

Plan structure and metrics
- Corporate performance factor framework for 2024: 60% financial, 40% business execution; corporate factor determined at 99.8% .
- PSU core metrics: 50% Average Return on Average Tangible Common Equity (ROTCE) and 50% Cumulative Diluted EPS; relative TSR modifier of +/-20%; 3-year performance period; payout range 0–150% of target .
- RSUs: 3-year annual pro-rata vesting; dividend equivalents accrue, paid only upon vesting .
2024 outcomes context (NEOs): Variable compensation generally around target (98.7%–101.3% of target across NEOs), consistent with the 99.8% corporate factor; CFG noted ROTCE and EPS in line with guidance amid higher capital requirements and margin compression .

Element	Metric/Design	Weighting/Period	Target	Actual/Outcome (FY2024 context)	Payout/Vesting
Corporate Performance Factor (for funding)	Financial + Business Execution	60% / 40% (annual)	Not disclosed	99.8% corporate factor	Informs variable funding; individual +/-20% discretion
PSUs	ROTCE (50%), EPS (50%), +/-20% relative TSR modifier	3-year (e.g., 2024–2026)	Not disclosed	Not disclosed (in-flight awards)	0–150% payout at 3rd anniversary
RSUs	Time-based vesting	3-year, ratable	N/A	N/A	1/3 per year over 3 years

Note: Specific award sizes, targets, and realized payouts for Mr. Stein are not disclosed because he was not an NEO in 2024; the table reflects CFG’s disclosed senior leader/NEO incentive design .

Equity Ownership & Alignment

Beneficial ownership baseline (upon becoming a Section 16 officer): Form 3 filed January 4, 2024 reported 66,671 common shares owned directly as of the event date (01/01/2024) .
Stock ownership guidelines:
- Other Executive Committee Members: 3x base salary; Other Section 16 officers: 1x; CEO/CFO/Head of Consumer: 6x. Executives have 5 years to meet guidelines and must hold 50% of net after-tax shares from awards until in compliance .
- Hedging and pledging prohibited for executives and directors, including equity awards; dividend equivalents on unearned/unvested units are accrued but not paid until vest .
Compliance disclosure: As of 12/31/2024, each NEO and director was in compliance with ownership requirements (Stein is not listed as an NEO) .

Item	Detail
Shares Beneficially Owned (Form 3)	66,671 common shares, Direct (filed 01/04/2024; event 01/01/2024)
Ownership Guideline Applicable	3x salary (Other Executive Committee Members); 5-year compliance window; 50% net-hold until compliant
Hedging/Pledging	Prohibited for executives and directors

Employment Terms

Role and tenure: Joined Citizens May 2023; appointed CRO January 2024; reports to CEO and serves on Executive Committee .
Change-in-control and severance framework (policy-level):
- No single-trigger vesting of equity or cash severance upon change of control; requires termination without cause or resignation for good reason (double trigger) .
- No excise tax gross-ups; hedging/pledging prohibited; clawback framework applies in addition to law .
Shareholder feedback (Say‑on‑Pay 2024):
- Advisory vote on executive compensation at the April 25, 2024 annual meeting: For 248,447,683; Against 147,116,010; Abstain 760,275 .

Investment Implications

Alignment and retention: The 3‑year PSU construct tied to ROTCE and EPS, with a relative TSR modifier, plus 3‑year RSU vesting, encourages multi‑year performance alignment and retention for senior leaders, including the CRO role .
Risk controls in pay: Clawback provisions, prohibition of hedging/pledging, and double‑trigger CoC terms reduce governance red flags and align with prudent risk management expectations for a CRO at a systemically important regional bank .
Ownership expectations: A 3x‑salary ownership guideline with a 5‑year compliance window and mandatory net‑share holding supports skin‑in‑the‑game over time; initial Form 3 indicates direct ownership, with future compliance to be tracked via Section 16 filings .
Performance linkage: Corporate performance factor design (60% financial/40% execution) and emphasis on Underlying ROTCE/EPS suggest moderate pay sensitivity to operating performance; CFG highlighted peer outperformance on TSR and delivery in line with guidance in 2024, supporting incentive credibility, though individual CRO award details were not disclosed .

Sources: 2025 Proxy Statement (DEF 14A) ; 2024 Proxy Statement (DEF 14A) ; Form 8‑K (04/26/2024) ; Form 8‑K succession (04/12/2023) ; Form 3 (01/04/2024) .