William Hankowsky

About William P. Hankowsky

Independent director of Citizens Financial Group (CFG); age 73; joined the Board in November 2006. Former Chairman, President and CEO of Liberty Property Trust; BA in Economics from Brown University. Governance credentials include chairing the Nominating & Corporate Governance Committee and membership on the Compensation & HR and Executive Committees, with deep real estate and executive leadership expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Liberty Property Trust	Chairman, President & CEO	2003–2020	Led strategic and operational transformation in real estate; executive leadership and M&A expertise
Liberty Property Trust	President	2002–2003	Senior leadership
Liberty Property Trust	Chief Investment Officer	2001–2002	Capital allocation, investment oversight
Philadelphia Industrial Development Corporation	President	1990–2001	Economic development, infrastructure and real estate strategy

External Roles

Organization	Role	Tenure	Committees/Impact
Alterra Property Group	Senior Advisor	Current	Real estate advisory
Wayne Avenue Enterprises, LLC	President	Current	Executive leadership
High Real Estate Group, LLC	Investment Committee Member	Since Sep 2023	Investment oversight
FS Credit Real Estate Income Trust	Director	Current	Real estate credit governance
CBNA (Citizens Bank, N.A.)	Director	Current	Subsidiary board service
Aqua America, Inc.	Director	2004–2019	Public utility board experience
Multiple civic/non-profit boards (Delaware River Waterfront Corp; Greater Philadelphia Chamber; Philadelphia Convention & Visitors Bureau; PA Academy of Fine Arts; Philadelphia Shipyard Development Corp; The Wetlands Institute; Philadelphia Foundation; Parkway Fund advisory board)	Director/Trustee/Advisor	Current	Community, culture, and infrastructure stewardship
Other current public company directorships	None	—	—

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation & HR; Member, Executive Committee .
Independence: Identified as “INDEPENDENT DIRECTOR” .
Engagement and attendance: Board held 11 meetings in 2024; 42 total board and committee meetings; every member attended at least 75% of meetings; all directors attended the 2024 annual meeting .
Committee activity: Nominating & Corporate Governance met 4 times in 2024; Compensation & HR met 9 times; Audit met 12 times; Risk met 6 times .
Governance practices: Mandatory retirement age 75; independent Lead Director; executive sessions at every regular meeting; prohibition on hedging and pledging; director ownership and retention guidelines (5x cash retainer) .

Fixed Compensation

Component	2024 Amount	Notes
Fees Earned or Paid in Cash	$121,667	As disclosed in 2024 director compensation table
Committee Chair Fee (Nominating & Corporate Governance)	$25,000	Policy amount (effective Apr 25, 2024)
Annual Cash Retainer	$105,000	Policy amount (effective Apr 25, 2024)
Audit Committee Member Retainer	$10,000	Policy amount; not applicable to Hankowsky (not an Audit member)

Policy elements for all non-employee directors: Annual cash retainer $105,000 and annual RSU retainer $155,000; additional chair retainers (Audit/Risk $35,000; Compensation & HR $30,000; Nominating & Corporate Governance $25,000); Lead Director retainer $50,000; annual director compensation cap $750,000; director plan RSU grant cap $400,000 .

Performance Compensation

Metric/Term	Detail
2024 RSU Grant Date	April 25, 2024 (annual meeting)
2024 Stock Awards (Grant-date Fair Value)	$154,980
Vesting	RSUs vest immediately at grant
Settlement	Deferred until cessation of Board service
Dividend Equivalents	Reinvested into additional RSUs; same terms
Ownership Guideline	5x annual cash retainer; 5-year compliance window; directors in compliance as of Dec 31, 2024
Hedging/Pledging	Prohibited for directors

Note: CFG’s director compensation does not include performance-conditioned equity (e.g., PSUs) for directors; RSUs are time-based and designed for retention and alignment with shareholders via mandatory deferral .

Other Directorships & Interlocks

Item	Detail
Current public company boards	None
Compensation & HR Committee interlocks	None; no member is a current/former officer; no interlocks or insider participation disclosed for 2024

Expertise & Qualifications

Attribute	Evidence
Executive Leadership	Former Chairman, President & CEO of Liberty Property Trust
Real Estate & Infrastructure	Liberty Property Trust; Philadelphia Industrial Development Corporation; multiple civic boards
Capital Planning & Financial Reporting	Listed skills include Financial Reporting & Capital Planning
Risk Management & M&A	Listed skills include Risk Management and Mergers & Acquisitions
Education	BA in Economics, Brown University

Equity Ownership

Holder	Total Beneficial Ownership	Components/Notes
William P. Hankowsky	72,393 (<1%)	Includes 41,683 director RSUs (vested; settlement deferred); also includes 83 shares held for benefit of his children (disclaims beneficial ownership)

Director RSUs count context: As of Dec 31, 2024, current directors held RSUs granted for board service; RSUs vest at grant but settle at departure, supporting long-term alignment .
Ownership guidelines: Directors must hold shares equal to 5x cash retainer; all directors were in compliance as of Dec 31, 2024 .
Hedging/pledging: Prohibited; reduces misalignment and risk of collateral-driven sales .

Governance Assessment

Strengths
- Long-tenured independent director with direct chair responsibility (Nominating & Corporate Governance), indicating influence over board composition, governance practices, director compensation oversight, and sustainability reporting .
- Clear independence and engagement: >75% attendance threshold met for all directors; leadership on Executive Committee alongside CEO and Lead Independent Director enhances coordination while maintaining independent oversight .
- Ownership alignment through mandatory RSU deferral and 5x cash retainer guideline; no hedging/pledging allowed .
- No compensation committee interlocks; independent consultant (CAP) engaged for director compensation reviews .
Watch items / potential red flags
- 2024 say-on-pay support dropped to ~63% (vs 93% prior year), indicating investor concerns around executive pay structure; while director pay is modest and formulaic, as a Compensation & HR Committee member Hankowsky participates in oversight and shareholder responsiveness, which the Board emphasized in its outreach and program changes .
- Ordinary-course lending relationships to directors/officers are disclosed as compliant with Regulation O and non-preferential; no specific related-party transactions identified for Hankowsky, but continued monitoring is prudent given his committee leadership over related-person policy .
Shareholder responsiveness signals
- Board conducted two rounds of shareholder outreach in 2024 led largely by the Lead Director; disclosure and structural enhancements to compensation were made in response to feedback (including clarity on succession awards and governance framework) .

Director Compensation (2024)

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Other Compensation ($)	Total ($)
William P. Hankowsky	121,667	154,980	—	276,647

Committee Structure Snapshot (2024)

Committee	Chair	Members (incl. Hankowsky)	Meetings
Nominating & Corporate Governance	William P. Hankowsky	Hankowsky; E.J. Kelly III; M.N. Siekerka; C.J. Swift; M. Zuraitis	4
Compensation & HR	E.J. Kelly III	Hankowsky; Kelly; Siekerka; Swift; Watson	9
Executive	CEO Van Saun (Chair)	Lead Independent Director Kelly; NCG Chair Hankowsky	As needed

Related Party Transactions & Policies

Related Person Transaction Policy administered by Nominating & Corporate Governance Committee; ordinary-course banking and credit relationships to directors/officers disclosed as compliant (non-preferential, normal risk) .
No specific related-party transactions disclosed for Hankowsky; one employment relationship disclosed for a different director’s family member with compensation below $200,000 and independence maintained .

Say-on-Pay & Shareholder Feedback

Advisory vote on executive compensation (2024) received ~63% support; board and Compensation & HR Committee undertook expanded engagement and disclosure changes in response, including clarity around leadership succession awards for executives and compensation framework structure .

Notes on Insider Trading Data

Attempted to fetch Form 4 transactions for Hankowsky in 2024–2025 using the insider-trades skill; API returned 401 Unauthorized. No Form 4 transactions could be retrieved programmatically at this time. Beneficial ownership and RSU holdings are presented as disclosed in the proxy .