Tracy Atkinson

About Tracy Atkinson

Independent director (age 60) appointed to the Citizens Financial Group (CFG) board in March 2024; serves on the Audit Committee and is designated an “audit committee financial expert.” A Certified Public Accountant with a bachelor’s degree in accounting from the University of Massachusetts, Atkinson brings deep experience in financial reporting, capital planning, compliance, and risk management from senior roles at State Street Corporation and prior leadership posts at MFS Investment Management and PricewaterhouseCoopers. She also serves on CFG’s primary subsidiary board (CBNA) and currently holds public board seats at United States Steel Corporation (since 2020) and RTX Corporation (formerly Raytheon Technologies, since 2014); she previously served on Affiliated Managers Group’s board (2020–2023). She is independent under SEC and NYSE rules and was nominated for re‑election in 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
State Street Corporation	EVP & Chief Administrative Officer	2019–2020	Senior leadership, enterprise administration
State Street Corporation	EVP, Chief Compliance Officer & Head of Operational Risk	2017–2019	Regulatory compliance and enterprise risk oversight
State Street Corporation	EVP, Finance; Treasurer (from 2016)	2010–2017	Financial reporting, capital planning; treasury leadership
State Street Corporation / State Street Global Advisors	EVP & Chief Compliance Officer	2008–2010	Compliance leadership at bank and asset manager
MFS Investment Management	Various leadership positions	Prior to 2008	Investment management operating leadership
PricewaterhouseCoopers	Partner	Prior to 2008	Assurance/consulting; CPA credentials

External Roles

Organization	Role	Tenure	Notes
United States Steel Corporation	Director	2020–present	Public company board service
RTX Corporation (Raytheon Technologies)	Director	2014–present	Public company board service
Affiliated Managers Group (AMG)	Director	2020–2023	Prior public company board service
Citizens Bank, N.A. (CBNA)	Director	Current	CFG’s primary bank subsidiary board

Board Governance

Committee assignment: Audit Committee member; Audit Committee met 12 times in 2024, chaired by Wendy A. Watson. Atkinson is designated an audit committee financial expert. All committee members meet NYSE independence and Rule 10A‑3 requirements .
Independence: Board determined Atkinson is independent under SEC/NYSE standards; independence reviewed annually and considers any banking relationships on market terms and in compliance with Regulation O and Section 13(k) .
Attendance: The Board held 11 meetings in 2024; every director attended at least 75% of Board and committee meetings and all directors serving in 2024 attended the April 25, 2024 annual meeting .
Board practices: Executive sessions of independent directors are held at every regularly scheduled meeting; key committees are fully independent; annual self‑assessments facilitated by an external party (2024) and peer evaluations periodically (last in 2023) .

Committee	Role	2024 Meetings	Notes
Audit	Member	12	Financial literacy required; Atkinson is an audit committee financial expert
Board of Directors	Director	11	Independent director; re‑nomination for 2025

Fixed Compensation

Component	2024 Amount (USD)	Notes
Fees Earned or Paid in Cash	$94,043	Reflects pro‑rated service starting March 2024 and committee retainer impact
Stock Awards (RSUs, grant‑date fair value)	$176,868	Pro‑rata RSUs on March 1, 2024 plus annual RSUs on April 25, 2024; fair value under ASC 718
Other Compensation	$5,000	Company matching charitable contributions (up to $5,000 annually)
Total	$275,911	Sum of components for 2024

Director Compensation Policy (effective April 25, 2024):

Element	Amount (USD)	Notes
Annual Cash Retainer	$105,000	For non‑employee directors
Annual RSU Award	$155,000	Vests immediately; settlement deferred until board departure
Lead Director Retainer	$50,000	Cash
Audit Committee Chair Retainer	$35,000	Cash
Audit Committee Member Retainer	$10,000	Cash
Annual Non‑Employee Director Compensation Cap	$750,000	Aggregate cash + equity retainers
Directors Deferred Compensation Plan	Up to 100% of cash fees	Interest crediting rate = UST 10‑yr constant maturity + 2% (annualized), divided by 12 monthly; no Company contributions

Performance Compensation

Director pay is not tied to formulaic performance metrics; RSU awards for directors vest immediately on grant but are mandatorily deferred until cessation of board service; dividend equivalents are reinvested into additional RSUs .
Hedging and pledging of Company securities by directors are prohibited, reinforcing alignment and risk discipline .

Other Directorships & Interlocks

Company	Industry	Role	Potential Interlock/Conflict Notes
United States Steel Corporation	Materials	Director	No CFG‑specific related‑party transactions disclosed; independence affirmed under policy
RTX Corporation	Industrials/Defense	Director	Same as above
Affiliated Managers Group (prior)	Asset Management	Former Director (2020–2023)	Prior service; no current conflict noted
Citizens Bank, N.A.	Banking	Director	Subsidiary board service

CFG guidelines limit non‑employee directors to service on no more than four public company boards; audit committee service is restricted if serving on more than two other public company audit committees .

Expertise & Qualifications

CPA; extensive financial reporting and capital planning experience; prior Treasurer at State Street .
Compliance and regulatory expertise, including Chief Compliance Officer roles; risk management leadership .
Financial services operating experience across banking and asset management; M&A exposure .

Equity Ownership

Metric	Value	Notes
Total Beneficial Ownership	5,328 units	Includes RSUs granted under the Director Compensation Policy
Ownership % of Shares Outstanding	<1%	Based on 437,133,889 shares outstanding as of Feb 28, 2025
Vested vs Unvested	Vested RSUs; settlement deferred	Director RSUs are vested but cannot settle until service ends
Stock Ownership Guideline	5x annual cash retainer	Must be met within five years; as of Dec 31, 2024, all directors were in compliance
Hedging/Pledging	Prohibited	Company policy bans hedging and pledging by directors

Governance Assessment

Strengths: Independent director with audit committee financial expert designation; deep finance, compliance, and risk background aligns with CFG’s risk and control emphasis. Mandatory deferral of director RSUs and 5x retainer ownership guideline support long‑term alignment; hedging/pledging prohibitions reduce misalignment risk .
Engagement and oversight: Audit Committee report signed by Atkinson and peers (Feb 13, 2025), confirming active oversight of financial reporting, auditor independence, and internal controls. Board and Audit meeting cadence indicates robust engagement; attendance met the 75% threshold and all directors attended the 2024 annual meeting .
External commitments: Service on two public company boards remains within CFG’s overboarding limits; independence affirmed annually under a policy that scrutinizes potential banking relationships for market terms and regulatory compliance .
Compensation signals: 2024 director equity retainer increased by $10,000 (to $155,000) and total 2024 stock awards for Atkinson exceeded cash fees due to pro‑rata and annual grants—consistent with CFG’s emphasis on equity‑based, deferred awards for alignment. A $750,000 annual cap and independent consultant (CAP) oversight mitigate pay inflation risk .
Shareholder context: Say‑on‑pay support declined to ~63% in 2024; Board (via Compensation & HR Committee led by Lead Director Edward J. Kelly III) engaged extensively and implemented structural changes to executive pay disclosures and frameworks—positive for governance signaling, though monitoring investor sentiment remains prudent .