Robert Leary

About Robert G. Leary

Robert G. Leary, age 63, has served on Citizens Financial Group’s board since April 2020 and is an independent director designated as an audit committee financial expert. He sits on the Audit and Risk Committees, bringing over 30 years in financial services (asset management, insurance) and M&A/transformation experience. Leary holds a B.A. in political science from Union College and a J.D. from Fordham University .

Past Roles

Organization	Role	Tenure/Dates	Committees/Impact
The Olayan Group	Chief Executive Officer	2017–2019	Led global investment/operations; CEO experience relevant to board oversight
Nuveen and TIAA Global Asset Management	Chief Executive Officer	2014–2017	Drove expansion and transformation post-integration with TIAA
TIAA	President, Asset Management	2013–2014	Oversaw asset management strategy and execution
ING (Americas/US)	CEO of ING Investment Management Americas; CEO of ING Insurance U.S. (executive roles)	2007–2012	Led large-scale insurance/AM businesses; risk and capital planning
J.P. Morgan & Co.; AIG Financial Products	Senior leadership roles	Prior to 2007	Markets/financial products expertise
White & Case	Attorney	Prior to 2007	Legal training supports governance/risk oversight

External Roles

Organization	Role	Since	Notes
Intact Financial Corporation (TSX-listed)	Director	2015	Major insurer; risk/insurance expertise
Voya Financial, Inc.	Director	Jan 2024	US insurer/retirement; financial services depth
Arrow Global Group Ltd.	Board Chair	Jan 2024	Specialty credit/servicing; transformation background
Wilton Re Ltd. (CPPIB subsidiary)	Board Chair	Jan 2023	Life reinsurance; capital/risk expertise
RMG Acquisitions III	Advisory Board	n/a	Capital markets/M&A advisory
National Forest Foundation; Center for Climate and Energy Solutions; Friends of Acadia	Non‑profit Director	n/a	Sustainability/community engagement

Board Governance

Item	Detail
Independence	Determined independent under SEC/NYSE rules; also assessed for banking relationships per policy
Committee Memberships	Audit Committee (12 meetings in 2024); Risk Committee (6 meetings in 2024)
Chair Roles	None; Audit chaired by Wendy Watson; Risk chaired by Christine Cumming
Audit Committee Financial Expert	Yes (Leary designated as audit committee financial expert)
Board Meetings/Attendance	Board held 11 meetings (2024); every director attended ≥75% of board/committee meetings
Years on CFG Board	6 years tenure (nominee table)
Executive Sessions	Independent directors hold executive sessions at every regularly scheduled meeting; led by Lead Independent Director

Fixed Compensation

Component	2024 Value ($)	Notes
Fees Earned or Paid in Cash	115,000	Base director retainer $105,000 plus Audit Committee member retainer $10,000
Stock Awards (RSUs, grant-date fair value)	154,980	Annual RSU retainer (policy increased to $155,000 effective Apr 25, 2024)
Other Compensation	—	No other amounts for Leary in 2024
Total 2024 Compensation	269,980	Mix ≈ 42.6% cash / 57.4% equity

Director Compensation Policy (Effective Apr 25, 2024)

Element	Amount ($)
Annual Cash Retainer	105,000
Annual RSU Award	155,000
Audit Committee Member Retainer	10,000
Audit Committee Chair Retainer	35,000 (not applicable to Leary)
Risk Committee Chair Retainer	35,000 (not applicable to Leary)
Compensation & HR Chair Retainer	30,000 (not applicable to Leary)
Nominating & Corporate Governance Chair Retainer	25,000 (not applicable to Leary)

Policy mechanics:

RSUs vest immediately at grant but settlement is deferred until cessation of service; dividend equivalents reinvested .
Directors may defer up to 100% of cash compensation in the Directors Deferred Compensation Plan; interest credited monthly (10Y UST avg + 2%) with no company contributions .
Matching charitable contributions up to $5,000 annually; reimbursement of board-related business expenses .

Performance Compensation

Non‑employee director compensation at CFG does not include PSUs or formulaic performance metrics; equity is annual RSUs with immediate vesting and mandatory deferral until service ends .

Other Directorships & Interlocks

External Company	Sector	Potential Overlap/Interlock	Notes
Intact Financial Corporation	Insurance	None disclosed with CFG customers/suppliers	Public board; adds insurance risk perspective
Voya Financial, Inc.	Insurance/Retirement	None disclosed with CFG customers/suppliers	Public board; retirement/asset mgmt insight
Arrow Global Group; Wilton Re Ltd.	Specialty credit; Reinsurance	None disclosed	Private boards; capital/risk depth

CFG’s Corporate Governance Guidelines cap non‑employee directors at four public boards; Leary’s two public boards are within limits. Audit committee multiple-membership constraints are policed; no issues disclosed for Leary .

Expertise & Qualifications

Financial services leadership across asset management and insurance; extensive M&A and business transformation experience (Nuveen/TIAA integration) .
Financial reporting/capital planning expertise; designated audit committee financial expert .
Sustainability insight via non‑profit board work and ESG asset growth oversight at Nuveen/TIAA .

Equity Ownership

Director stock ownership guideline requires holding shares valued at ≥5x annual cash retainer within five years of service start; RSUs are mandatorily deferred until cessation of service and count toward compliance .
No pledging/hedging or individual beneficial ownership detail for Leary was available within accessible sections; no specific director-level shortfall or compliance status disclosed in the reviewed proxy sections .

Governance Assessment

Board effectiveness: Leary strengthens financial oversight and risk governance as an Audit and Risk Committee member, with audit‑expert designation; committees met frequently in 2024 (Audit 12x; Risk 6x) which supports robust oversight .
Independence & attendance: Board determined Leary independent under SEC/NYSE rules; all directors met ≥75% attendance thresholds, and independent director executive sessions occur each regularly scheduled meeting, reinforcing oversight integrity .
Compensation alignment for directors: Balanced cash/equity with mandatory RSU deferral supports long-term alignment; policy increases (RSU retainer to $155k) are modest and within established annual limits ($750k aggregate) .
Potential conflicts: No related-person transactions disclosed involving Leary; ordinary-course banking relationships are governed by strict criteria (Reg O, non-preferential terms) and specific related-person exposure disclosed for another director (Kevin Cummings’ daughter employment) but not Leary .
Board-wide pay governance signals: 2024 say‑on‑pay support of ~63% triggered substantive engagement and structural changes to executive pay (e.g., formulaic weightings, prospective PSU target ranges). While focused on executives, the responsiveness of the board and Compensation & HR Committee (led by Lead Independent Director) bolsters investor confidence in overall governance .

RED FLAGS

None disclosed specific to Leary (no attendance issues, no related‑party transactions, no overboarding). Board‑level watch item: prior low say‑on‑pay result (63%) raised governance scrutiny, but board’s changes and engagement mitigate risk going forward .