Susan LaMonica

About Susan LaMonica

Executive Vice President and Chief Human Resources Officer (CHRO) at Citizens Financial Group since 2011; age 63; prior leadership roles at J.P. Morgan Chase across the investment bank, consumer/commercial bank, and global talent development; B.S. in finance (Boston College) and MBA in finance (NYU) . During her tenure, CFG delivered 2024 underlying ROTCE of 10.5%, underlying EPS of $3.24, underlying efficiency ratio of 65%, PPNR of $2.716B, and was second in total shareholder return (TSR) versus its peer group for 2024; CET1 ended at 10.8% .

Past Roles

Organization	Role	Years	Strategic Impact
J.P. Morgan Chase	Head of HR, Investment Banking & Markets (global); Head of HR, Consumer & Commercial; Global Head of Development	Pre-2011	Led global HR for major divisions; drove talent, leadership, learning, culture, and organizational change through multiple bank mergers .
Chase Manhattan Bank	Various roles in operations, risk, retail banking	Early career	Grounded in core banking operations and risk disciplines .

External Roles

Organization	Role	Years	Notes
Oasis (nonprofit)	President of the Board	Current	Supports women and children .
St. Joseph's University (Philadelphia)	Trustee	Current	Board of Trustees member .
Enhabit, Inc.	Director	2022–2024	Public company board service .

Fixed Compensation

Year	Base Salary ($)	Bonus ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2020	532,692	586,000	1,508,971	44,100	2,671,763

Note: Ms. LaMonica was an NEO in 2020; recent proxy NEO tables exclude her, so later-year individual amounts are not disclosed .

Performance Compensation

CFG’s current executive program uses structured discretion with a corporate performance factor and balanced equity design:

Corporate performance factor: 60% financial (ROTCE, EPS, Efficiency Ratio, PPNR) and 40% business execution (strategic priorities, stakeholders, risk/control), each scored 0–150%; 2024 outcome = 99.8% .
Pay mix (NEOs): 65–75% of variable comp in long-term equity; at least 50% of LTI in PSUs with a 3-year period; RSUs vest pro rata over 3 years; cash bonus for near-term performance .
PSU metrics and vesting: 50% cumulative EPS, 50% average ROTCE; +/-20% TSR modifier; 3-year cliff vesting .

Illustrative metric ranges on current awards:

Metric	Plan Cohort	Threshold	Maximum
3-Year Average ROTCE	2025 PSU cycle	6.48%	14.57%
3-Year Cumulative EPS	2025 PSU cycle	$7.58	$18.05

PSU realization example (2012–2024 period award): 2022 PSUs (performance 2022–2024) paid at 84.8% of target based on ROTCE and EPS delivery; TSR modifier neutral (44th percentile) .

Equity Ownership & Alignment

Stock ownership guidelines: Other Executive Committee Members (which includes CHRO) must hold equity equal to 3x base salary; 50% net share retention until compliant .
Hedging/pledging: Prohibited for executives and directors .
Clawbacks: SEC-compliant Dodd-Frank clawback policy plus a broad internal Accountability Review Panel enabling forfeiture/clawback for risk or conduct events .

Legacy outstanding awards snapshot (as of Dec 31, 2020 when she was an NEO):

Award Type	Shares Unvested	Value (12/31/20 close $35.76)
2018 RSUs	3,560	$127,306
2018 PSUs	12,705	$454,331
2019 RSUs	8,837	$316,011
2019 PSUs (unearned)	9,942	$355,526
2020 RSUs	14,855	$531,215
2020 PSUs (unearned)	11,140	$398,366

Current-year individual ownership line items are not disclosed because security ownership tables include directors and current NEOs; Ms. LaMonica is not a current NEO .

Employment Terms

Notice period: 90 days for resignation (per 2021 disclosure when she was an NEO) .
Severance (without cause): Minimum 26 weeks of base salary (consistent with executive practice), subject to release .
Change-of-control (double trigger): If terminated without cause or resigning for good reason within 24 months post-CoC, severance equals 2x (base salary + average cash bonus over prior 3 years) plus pro‑rata cash bonus based on that average; subject to release (per 2021 NEO agreements) .
Restrictive covenants: 12 months post-termination non-solicitation of customers and colleagues (per 2021 NEO agreements) .
Clawback: Company-wide Dodd-Frank policy plus ARP process applies to executives .
Benefits/perquisites: Eligibility for standard executive benefits; Company offers financial planning, relocation, and charitable match programs to executives (program description) .

Performance & Track Record (Context)

Company execution while CHRO:

2024 outcomes: underlying ROTCE 10.5%, underlying EPS $3.24, underlying efficiency 65%, PPNR $2.716B, CET1 10.8%; 2024 TSR ranked 2nd among peer group; TSR outperformed peers over multiple horizons .
Strategic human capital initiatives: talent and succession received elevated board focus, including CEO-slate retention (Leadership Succession Awards for select internal CEO candidates) to secure leadership continuity; LaMonica directly participated in shareholder engagement on compensation and succession planning .
Business momentum: Private Bank profitability in 4Q24 with raised 2025 deposit/AUM targets; strengthened deposit franchise and fee capabilities; disciplined cost programs (TOP) underpinning efficiency .

Compensation Structure Analysis

Added rigor and transparency in 2024: introduced weighted corporate performance factor (60% financial/40% execution) with 0–150% scoring; added +/-20% individual adjustment band; set compensation targets for all NEOs (previously only for CEO) .
Long-term orientation maintained: majority of variable pay in equity; PSUs remain tied to core value drivers (ROTCE/EPS) with a capped TSR modifier to align with shareholders and limit windfalls .
Governance enhancements: expanded disclosure on succession awards, clarified no current intent for additional off‑cycle grants; preserved clawback tools and prohibition on hedging/pledging .

Say-on-Pay & Shareholder Feedback

Say‑on‑pay support fell to ~63% in 2024 from 93% the prior year; CFG expanded outreach (meetings with holders of ~58% of shares outstanding) and implemented program/process changes responsive to investor feedback .

Equity Vesting & Potential Selling Pressure

Standard vesting: Annual RSUs vest pro rata over 3 years; PSUs vest after a 3‑year performance period; these schedules create periodic settlement events but CFG prohibits hedging/pledging and applies robust blackout/trading policies, mitigating misalignment risks .
Leadership Succession Awards (not to LaMonica): 3‑year cliff vesting RSUs/PSUs for select CEO successors; restricted cash for two recipients subject to 3‑year repayment on resignation .

Compensation Peer Group (Benchmarking)

Peer group used for market context includes: Comerica, Fifth Third, Huntington, KeyCorp, M&T, PNC, Regions, Truist, U.S. Bancorp .

Investment Implications

Alignment: Strong governance (ownership guidelines; hedging/pledging ban; clawbacks) and a heavier long-term equity mix reduce agency risk and support multi‑year value creation alignment for senior executives including the CHRO .
Retention: Codified severance and CoC protections, plus structured vesting and succession planning, lower leadership continuity risk—important in a tightening talent market for bank executives .
Pay-for-performance: The revised corporate performance factor and PSU design tie compensation to ROTCE/EPS and relative TSR, with 2024 scoring (99.8%) reflecting disciplined calibration amid macro headwinds; program changes post-2024 outreach should stabilize say‑on‑pay support .
Execution: Human capital strategy and succession oversight (where LaMonica is central) intersect directly with fee‑growth initiatives (Wealth/Private Bank) and efficiency programs, underpinning CFG’s medium‑term ROTCE ambitions and TSR potential .