Terrance Lillis

About Terrance J. Lillis

Terrance J. Lillis, age 72, is an independent director of Citizens Financial Group (CFG), serving since February 2019 and currently sits on the Audit and Risk Committees; he is designated an “audit committee financial expert.” He was CFO of Principal Financial Group from 2008–2017 after ascending through actuarial, risk management, and product-pricing roles since 1982; he holds an M.S. in actuarial science (University of Iowa, 1982), is an American Academy of Actuaries member and Fellow of the Society of Actuaries, and previously served in the U.S. Army in Korea. Other current public company directorships: none.

Past Roles

Organization	Role	Tenure	Committees/Impact
Principal Financial Group, Inc.	Chief Financial Officer	2008–2017 (retirement)	Led finance function across a complex insurer; deep FP&A, reporting, capital management expertise.
Principal Financial Group, Inc.	Senior actuarial, risk management, product-pricing roles	1982–2008	Built foundational risk and pricing skillset; actuarial leadership background.
U.S. Army (Republic of Korea)	Service member	Not disclosed	Public service prior to completing undergraduate education.

External Roles

Organization	Role	Tenure	Committees/Impact
Wellabe Mutual Holding Company	Director	Since 2020	Not disclosed.
Simpson College	Board of Trustees	Not disclosed	Not disclosed.
Command and General Staff College Foundation	Board of Trustees	Not disclosed	Not disclosed.
American Enterprise Mutual Holding Company	Director	2020–2024	Not disclosed.
Citizens Bank, N.A. (CBNA, primary subsidiary)	Director	Not disclosed	Subsidiary board service.

Board Governance

Independence: Independent director; no current public company boards (reduces interlock/overboarding risk).
Committee assignments: Audit (member); Risk (member). Audit Committee financial expert designation.
2024 meeting cadence: Board 11; Audit 12; Compensation & HR 9; Nominating & Corporate Governance 4; Risk 6. Every director met the 75% attendance minimum and all attended the 2024 annual meeting (April 25, 2024).
Executive sessions: Non-employee directors (all independent) hold regular executive sessions; presided over by the Lead Independent Director (Edward J. Kelly III).

Committee Participation (2024)

Committee	Role	Meetings Held (2024)	Notes
Audit	Member	12	Independent; financially literate; audit committee financial expert.
Risk	Member	6	Independent; oversees ERM framework and risk appetite.

Fixed Compensation (Director Pay)

Element	Amount	Notes
Fees Earned or Paid in Cash (2024 actual)	$115,000	Lillis 2024 cash fees.
Other Compensation (2024 actual)	$5,000	Company matching charitable contributions; spouse accompanied on one business trip on company aircraft with no incremental cost.
Policy: Annual Retainer (cash)	$105,000	Effective April 25, 2024 policy update.
Policy: Audit Committee Member Retainer (cash)	$10,000	Member fee level.
Policy: Chair Retainers (cash)	Audit $35,000; Risk $35,000; Compensation & HR $30,000; Nominating & Corporate Governance $25,000	For chairs (not applicable to Lillis).
Policy: Lead Independent Director Retainer (cash)	$50,000	For Lead Director (not applicable to Lillis).

Performance Compensation (Director Equity)

Equity Element	Detail	Amount/Terms
RSU Grant (annual)	Granted to all non-employee directors on April 25, 2024; Ms. Atkinson additionally received pro‑rata RSUs on March 1, 2024 upon appointment; dividend equivalents reinvested.	Lillis 2024 Stock Awards grant-date fair value: $154,980 (ASC 718).
Vesting	RSUs vest immediately at grant; settlement deferred until cessation of board service; dividend equivalents reinvested.	Policy terms as amended April 25, 2024.
Annual equity retainer (policy)	Increased by $10,000 to $155,000 effective April 25, 2024.	Governance update; annual aggregate director comp cap $750,000; equity award limit $400,000.
Performance metrics	None (director equity is time-based with mandatory deferral; no TSR/financial targets).	Not applicable under director plan.

Other Directorships & Interlocks

| Company | Role | Tenure | Interlocks/Notes | |---|---|---| | Public company boards | None | — | Reduces external conflict risk. | | Wellabe Mutual Holding Company | Director | Since 2020 | Non-public mutual insurer; not disclosed as public. | | American Enterprise Mutual Holding Company | Director | 2020–2024 | Non-public mutual holding company. | | Simpson College | Trustee | Not disclosed | Academic nonprofit. | | Command and General Staff College Foundation | Trustee | Not disclosed | Nonprofit; military education support. | | Citizens Bank, N.A. (subsidiary) | Director | Not disclosed | Internal interlock typical for bank holding company. |

Expertise & Qualifications

Audit and financial reporting: Former CFO; Audit Committee financial expert.
Risk management: Actuarial and risk leadership background; Risk Committee member.
Professional credentials: American Academy of Actuaries member; Fellow of the Society of Actuaries; M.S. in actuarial science (University of Iowa).
Leadership and governance: Decades in financial services; subsidiary board experience at CBNA.

Equity Ownership

Holder	Shares Beneficially Owned	Ownership %	As-of Date	Shares Outstanding
Terrance J. Lillis	35,246	<1%	Feb 28, 2025	437,133,889

Definition: Beneficial ownership includes shares issuable pursuant to RSUs/PSUs vesting within 60 days.
Director stock ownership guidelines: Must hold shares equal to 5× annual cash retainer within five years of service start; director RSUs are mandatorily deferred until cessation of service; dividend equivalents reinvested. Compliance status for Lillis not disclosed.

Governance Assessment

Strengths: Independent status; Audit Committee financial expert; extensive CFO/actuarial risk expertise; active service on Audit and Risk Committees; met attendance expectations and attended 2024 annual meeting; equity grants are immediately vested but mandatorily deferred, aligning with long-term stakeholder outcomes.
Compensation mix: 2024 total $274,980 (cash $115,000; equity $154,980; other $5,000). Equity retainer increased in 2024 to $155,000, with an overall director comp cap of $750,000 and equity award limit of $400,000 (mitigates pay inflation risk).
Potential conflicts/related party exposure: No current public company directorships; external board roles are primarily mutual insurance and nonprofit. “Other Compensation” includes charitable match and one spousal flight with no incremental cost (low risk). No related‑party transactions disclosed.
Board effectiveness signals: Robust committee cadence (Audit 12; Risk 6) and universal attendance threshold met; regular executive sessions led by the Lead Independent Director; structured shareholder outreach (including responsiveness to lower say‑on‑pay support in 2024).
RED FLAGS: None material disclosed specific to Lillis (no pledging/hedging disclosed; no RPTs). Monitoring items include future disclosure on guideline compliance and any changes in external roles.