UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

CITIZENS FINANCIAL GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER TO OUR STOCKHOLDERS

March 8, 2019

Dear Stockholder:Stockholder,

YouWe recently completed our fourth year as an independent, publicly traded company with strong overall performance and good achievement against our 2018 goals. We delivered strong positive operating leverage, hit key performance targets and added important new capabilities while making the strategic investments to drive success over the long-term. We continue to deliver well for all of our stakeholders and entered 2019 with good momentum.

On behalf of the Board of Directors, we are cordially invitedpleased to invite you to attend the Annual Meetingour annual meeting of Stockholders of Citizens Financial Group, Inc.,stockholders to be held on Thursday, April 28, 2016,25, 2019, at 9:00 a.m. Eastern Time, at the Company’sour headquarters located at One Citizens Plaza, Providence, Rhode Island 02903. TheYou’ll find the matters scheduled for consideration at the meeting are described in detail in the following 2019 Notice of Annual Meeting of Stockholders and the proxy statement. StockholdersProxy Statement. If you owned shares of our stock as of the record date of March 7, 2016 are entitledFebruary 28, 2019, we encourage you to vote at the meeting.on these matters.

In order to accommodate those attending, we ask that you please mark your enclosed proxy card to let us know of your plans to attend. Registration and seating will begin at 8:00 a.m. Eastern Time. Each stockholderTime and we will be askedask you to sign an admittance card and will be asked to present valid picturephoto identification. Stockholders holding stockIf you held your shares in a brokerage accounts will needaccount please be sure to bring a copy of a brokerage statement reflecting stock ownershipthat shows you held shares as of February 28, 2019. If you are the March 7, 2016 record date.legal representative of a stockholder, please also bring proof thereof. Cameras and recording devices will not be permitted at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish our proxy materials to their stockholders on the Internet. We believe these rules allow usinternet at www.edocumentview.com/CFG in order to provide you with the information you need in an expedited manner while significantly lowering the costs of delivery and reducing the environmental impact of our annual meeting. Consequently, most stockholdersYou will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also providesInternet in addition to information onabout how stockholders mayto obtain paper copies of our proxy materials if they so choose.you would prefer.

ItYour vote is important that your shares be represented at the Annual Meeting of Stockholders. Therefore,and whether or not you plan to attend the annual meeting, or not,we encourage you mayto access electronic voting via the Internet or utilize the automated telephone voting feature both of which areas described on your enclosed proxy card, or you may sign, date and return the proxy card in the envelope provided. IfYou may also vote in person if you plan to attend the annual meeting you may votemeeting.

Finally, we would like to thank Mr. Ryan and Mr. Di Iorio for their service as they both retire from our Board at the conclusion of the annual meeting. We appreciate their valuable insight and will miss their dedication and extensive contributions which have been instrumental to our journey to sustainable growth since becoming a public company in person.2014.

On behalf of our board of directors, I want toWe thank you for your support of Citizens Financial Group, Inc.

March 8, 2016

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 28, 201625, 2019

To the Stockholders of Citizens Financial Group, Inc.:

NOTICE IS HEREBY GIVENthat the annual meeting of stockholders (the “Annual Meeting”) of Citizens Financial Group Inc., a Delaware corporation (the “Company”), will be held on April 28, 2016,25, 2019, at 9:00 a.m. Eastern Time, at the Company’s headquarters located at One Citizens Plaza, Providence, Rhode Island 02903 for the following purposes:

Stockholders of record at the close of business on March 7, 2016February 28, 2019 are entitled to notice of, and to vote at, the Annual Meeting. We are first sending this proxy statement and the enclosed proxy formcard to stockholders on or about March 18, 2016.15, 2019.

Our board of directors recommends that you vote FOR the election of each of the director nominees named in Proposal No. 1 of the proxy statement, FOR, on an advisory basis, the Company’s executive compensation as described in Proposal No. 2 of the proxy statement, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal No. 2 of the proxy statement and FOR, on an advisory basis, the Company’s executive compensation as described in Proposal No. 3 of the proxy statement.

For our Annual Meeting, we have elected to use the Internet as the primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to these stockholders of record a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials, including our proxy statement and annual report, and for voting via the Internet. The Notice of Internet Availability of Proxy Materialsprovides the information above and also provides information on how stockholders may obtain paper copies of our proxy materials free of charge, if they so choose. The electroniccharge. Electronic delivery of our proxy materials will significantly reducereduces our printing and mailing costs and the environmental impact of circulating our proxy materials.

The Notice of Internet Availability of Proxy Materials will also provide the date, time and location of the Annual Meeting; the matters to be acted upon at the meeting and the board of directors’ recommendation with regard to each matter; a toll-free number, an email address and a website where stockholders may request a paper or email copy of the proxy statement, our annual report to stockholders and a form of proxy relating to the Annual Meeting; andprovides information on how to vote, including how to attend the meeting and vote in person.

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You are cordially invited to attend the Annual Meeting, but whether or not you expect to attend in person, you are urged to mark, date and sign your proxy card and return it by mail or follow the alternative voting procedures described in the Notice of Internet Availability of Proxy Materials or the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

Robin S. Elkowitz

Executive Vice President, Deputy General Counsel and Secretary

Stamford, Connecticut

March 8, 20162019

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on April 28, 2016:25, 2019:

This notice of the Annual Meeting of stockholders,Stockholders, the accompanying proxy statement and our 20152018 annual report to stockholders will be available at www.edocumentview.com/CFG commencing on or about March 18, 2016.

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TABLE OF CONTENTS TO PROXY STATEMENT

2016 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, andconsider; accordingly, you should read the entire proxy statement carefully before voting.

Citizens Financial Group, Inc.’s 2016 Annual Meeting Information2019 ANNUAL MEETING INFORMATION

Items of BusinessMATTERS TO BE VOTED ON AT THE 2019 ANNUAL MEETING

Board StructureHOW TO VOTE

Stockholders of record may vote by using the Internet, telephone, by mail (if you received a proxy card by mail) or in person as described below.

If you hold shares through a bank or broker, please refer to your proxy card, Notice or other information forwarded by your bank or broker to see which voting options are available to you.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. If you hold your shares in “street name” you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting.

BOARD AND GOVERNANCE HIGHLIGHTS

Our board of directors (the “Board”) will consist of not less than 5five nor more than 25twenty-five directors, excluding any directors elected by holders of preferred stock pursuant to provisions applicable only in the case of defaults.defaults under the terms of our preferred stock. The exact number of directors will be fixed from time to time by resolution of our Board. Citizens Financial Group, Inc. (the “Company” or “we” or “us” or “our”) currently has twelvefourteen directors. The current terms of office of all directors expire at the Annual Meeting.

Twelve of the fourteen directors currently serving are standing for election at the Annual Meeting. Mr. Anthony Di Iorio and Mr. Arthur Ryan are retiring from the Board as of the Annual Meeting in accordance with the mandatory retirement provisions in our Corporate Governance Guidelines and as a result were not nominated by the Board for re-election at the Annual Meeting. The size of the Board, which was temporarily increased and is currently set at fourteen, will be reduced back to twelve upon the conclusion of the Annual Meeting.

The nominees for director all currently serve on our Board and are as follows:

Additional information about the director nominees can be found beginning on page 9.

We believe that our directors represent an appropriate and diverse mix of experience and skills relevant to the size and nature of our business. The following key facts reflect the composition, skills and experience of the Board following the retirement of Mr. Di Iorio and Mr. Ryan effective at the conclusion of the 2019 Annual Meeting.

* Effective upon conclusion of the Annual Meeting. The board size was temporarily increased to fourteen effective February 2019 to accommodate the addition of Mr. Lillis and Mr. Kelly prior to the retirement of Mr. Ryan and Mr. Di Iorio following the Annual Meeting.

** Audit, Risk, Compensation and Human Resources and Nominating and Corporate Governance Committees are comprised of independent directors.

PERFORMANCE HIGHLIGHTS

Prior to our initial public offering (“IPO”) in September 2014 and subsequent separation from The Royal Bank of Scotland Group plc, our performance had fallen behind peers given balance sheet shrinkage and underinvestment in strategic initiatives, technology and talent over a number of years.

Over the past four years, we have addressed many of the challenges we faced at our IPO and have consistently demonstrated the ability to set a course, develop a plan, and execute well. Our strategies to drive improvement in performance across the Company have continued and at year end we had exceeded the medium-term return on tangible common equity (“ROTCE”) target we established in January 2018. We have met or exceeded analyst expectations for 18 consecutive quarters. We have focused on growing the bank and investing in capabilities, consistently delivering positive operating leverage. This has resulted in improvements across earnings per share (“EPS”), ROTCE and efficiency ratio. We continue to deliver well for all stakeholders, with consistent progress for customers, colleagues and communities, and our regulatory position is solid. We believe we have turned the corner on performance and are now aiming for excellence, on our way towards becoming atop-performing regional bank. We believe we have built a solid foundation with additional levers available to us for continued performance improvement.

2018Year-end Achievements

		January 2018 medium- term targets		2018 GAAP results		2018 Underlying results*				4Q18 GAAP results		4Q18 Underlying results*		GAAP improvement since 3Q13		Underlying improvement since 3Q13*
ROTCE*		~13-15%		12.9%		13.1%				13.8%		14.1%		9.5%		9.8%
Efficiency ratio*		~mid 50%’s range		59.1%		58.1%				59.7%		56.7%		8.8%		11.8%

*Key Performance Metrics (KPMs) are used by management to gauge our performance and progress over time in achieving our strategic and operational goals and also in comparing our performance against our peers. Underlying results, Adjusted results and Adjusted/Underlying results are considerednon-GAAP financial measures and exclude certain notable items, where applicable. Adjusted, Underlying and Adjusted/Underlying KPMs are considerednon-GAAP financial measures. For additional information on our use of KPMs and non-GAAP financial measures, see pages42-43 of our 2018 Annual Report on Form10-K, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Introduction—Key Performance Metrics Used by Management andNon-GAAP Financial Measures” and pages102-110 of our 2018 Annual Report on Form10-K, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Metrics,Non-GAAP Financial Measures and Reconciliations” of Part II, Item 7. See Appendix A to this proxy statement for calculations of KPMs and reconciliations ofnon-GAAP financial measures used herein.

Beyond Our Financial Performance

Our mission is to help our customers, colleagues and communities reach their potential. If we do this well, we will build long-term franchise value and stand out in a crowded banking landscape. We are committed to balancing the need for investments that position us well for the future with the imperative that we deliver consistent earnings growth and attractive returns. Our success through our turnaround phase gives us confidence in our future, as we seek to become atop-performing bank.

While we recognize there is much remaining to achieve, these milestones signify meaningful progress towards becoming atop-performing bank. We believe we have the vision, strategy, leadership, capabilities and talent to continue to deliver strong performance and to continue to meet rising stockholder expectations.

COMPENSATION HIGHLIGHTS

CORPORATE GOVERNANCE

PROPOSAL 1 - ELECTION OF DIRECTORS

Our Charter and Bylaws provide that the Board shall consist of not less than five nor more than twenty-five directors, excluding any directors elected by holders of preferred stock pursuant to provisions applicable only in the case of defaults under the terms of our preferred stock. The Board will fix the exact number of directors from time to time and has currently fixed the number at fourteen. The number of directors will be reduced to twelve following the retirement of Mr. Di Iorio and Mr. Ryan effective at the conclusion of the Annual Meeting. At each annual meeting, directors are elected to hold office for a term of one year expiring at the next annual meeting.

OurThe Board currently consistshas nominated twelve of the following directors: Bruce Van Saun, Mark Casady, Christine M. Cumming, Anthony Di lorio, William P. Hankowsky, Howard W. Hanna Ill, Leo I. (“Lee”) Higdon, Charles J. (“Bud”) Koch, Arthur F. Ryan, Shivan S. Subramaniam, Wendy A. Watsonfourteen directors currently serving on the Board for election at the Annual Meeting to serve until the 2020 annual meeting or until their respective successors are duly elected and Marita Zuraitis.

Electionqualified. If any nominee is unable to serve as a director, the Board may reduce, by resolution, the number of Directorsdirectors or choose a substitute nominee. We are not aware of any nominee who will be unable to or will not serve as a director.

Our amendedBylaws provide for the election of directors by a majority of the votes cast in an uncontested election. This means that the twelve individuals nominated for election to the Board must receive more “FOR” than “AGAINST” votes (among votes properly cast in person, electronically or by proxy) to be elected. Abstentions and restated certificatebrokernon-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of incorporation (the “Charter”)nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If you sign and bylaws,return the accompanying proxy card, your shares will be voted for the election of the twelve nominees recommended by the Board unless you choose to vote against any of the nominees or abstain from voting. If any nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee as amended and restated on February 13, 2015 (the “Bylaws”),the proxy holder may determine. If the election of directors is a contested election, directors are elected by a plurality of the votes cast.

Our Bylaws also provide that directors may be removed, with or without cause, by an affirmative vote of shares representing a majority of the outstanding shares then entitled to vote at an election of directors. Any vacancy occurring on our Board and any newly created directorship may be filled only by a vote of a majority of the remaining directors in office.

The nominees for director are as follows:

AdditionalBiographical information about the director nominees is provided on page 11.

Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Board is asking you to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2016 fiscal year. Summary information with respect to the fees for services provided to us by Deloitte & Touche LLP during the fiscal years ended December 31, 2015 and 2014 can be found beginning on page 74.

Advisory Vote to Approve Executive Compensation

The Board is asking you to approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers named in the2015Summary Compensation Table, as disclosed pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and accompanying narrative).

2017 Annual Meeting

The deadline for stockholder proposals submitted pursuant to SEC Rule 14a-8 to be included in the proxy statement for our annual meeting of stockholders expected to be held in April 2017 is November 8, 2016. For more information, see page 78.

Our Bylaws impose some procedural requirements on stockholders who wish to make nominations to elect directors, propose that a director be removed, propose any repeal or change in our Bylaws or propose any other business to be brought before an annual or special meeting of stockholders.

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our Corporate Secretary.

To be timely, a stockholder’s notice for proposals outside of SEC Rule 14a-8 must be delivered to the Corporate Secretary at 600 Washington Boulevard, Stamford, Connecticut, 06901 not less than 120 days or more than 150 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our annual meeting of stockholders to be held in 2017, such a proposal must be received on or after November 29, 2016, but not later than December 29, 2016. In the event that the date of the annual meeting of stockholders to be held in 2017 is advanced by more than 30 days or delayed by more than 70 days from the anniversary date of this year’s annual meeting of stockholders, such notice by the stockholder must be so received no earlier than 120 days prior to the annual meeting of stockholders to be held in 2017 and not later than 70 days prior to such annual meeting of stockholders to be held in 2017 or 10 days following the day on which public announcement of the date of such annual meeting is first made.

A stockholder’s notice to the Corporate Secretary shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended, together with the rules and regulations promulgated thereunder, the “Exchange Act”) including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the text of the proposed amendment), the reasons for conducting such business and any material interest in such business of

such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

This proxy statement and proxy card are furnished in connection with the solicitation of proxies to be voted at our annual meeting of stockholders, which will be held on April 28, 2016, at 9:00 a.m. Eastern Time, at the Company’s headquarters located at One Citizens Plaza, Providence, Rhode Island 02903 (the “Annual Meeting”).

Why am I receiving this proxy statement and proxy card?

You have received these proxy materials because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement describes issues on which we would like you to vote at our Annual Meeting. It also gives you information on these issues so that you can make an informed decision.

Because you own shares of our common stock, our board of directors has made this proxy statement and proxy card available to you on the Internet, in addition to delivering printed versions of this proxy statement and proxy card to certain stockholders by mail.

When you vote by using the Internet or (if you received your proxy card by mail) by signing and returning the proxy card, you appoint each of Bruce Van Saun, Stephen T. Gannon and Robin S. Elkowitz (with full power of substitution) as your representatives at the Annual Meeting. They will vote your shares at the Annual Meeting as you have instructed them or, if an issue that is not on the proxy card comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by using the Internet or (if you received your proxy card by mail) by signing and returning your proxy card. If you vote by using the Internet, you do not need to return your proxy card.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice in the mail. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy statement and annual report over the Internet. The Notice also instructs you on how to electronically access and review all of the important information contained in this proxy statement and the annual report and how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials contained in the Notice.

Stockholders who receive a printed set of proxy materials will not receive the Notice but may still access our proxy materials and submit their proxies over the Internet by following the instructions provided on their proxy card.

Who is entitled to vote?

Holders of our common stock at the close of business on March 7, 2016 are entitled to vote. March 7, 2016 is referred to as the record date. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available in electronic form at the Annual Meeting site on April 28, 2016 and will be accessible in electronic form for ten days before the meeting at our principal place of business located at One Citizens Plaza, Providence, Rhode Island 02903, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time.

How many votes is each share of common stock entitled to?

Holders of common stock are entitled to one vote per share. As of March 7, 2016, there were 527,856,179 shares of our common stock outstanding.

What is the difference between a stockholder of record and a “street name” holder?

Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to certain officers of Citizens Financial Group, Inc. or to vote in person at the Annual Meeting. The Company has enclosed or sent a proxy card for you to use. You may also vote on the Internet, as described below under the heading “How do I vote?”

Beneficial Owner or “Street Name” Holder. If your shares are held in an account at a broker, bank or other nominee, like many of our stockholders, you are considered the beneficial owner of shares held in street name, and these proxy materials were forwarded to you by that organization. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares, and you are also invited to attend the Annual Meeting.

Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, or other nominee that is the stockholder of record of your shares giving you the right to vote the shares at the Annual Meeting. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. You may vote by proxy by completing, signing and returning the proxy card or by using the Internet or by telephone, as described below under the heading “How do I vote?”.

How do I vote?

Stockholders of record may vote by using the Internet or (if you received a proxy card by mail) by mail as described below. Stockholders also may attend the meeting and vote in person. If you hold shares through a bank or broker, please refer to your proxy card, Notice or other information forwarded by your bank or broker to see which voting options are available to you.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

If you hold shares through a bank or broker, please refer to your proxy card, Notice or other information forwarded by your bank or broker to see how you can revoke your proxy and change your vote.

Attendance at the meeting will not by itself revoke a proxy.

How many votes do you need to hold the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the total voting power of all outstanding securities entitled to vote at the Annual Meeting will constitute a quorum. If a quorum is present, we can hold the Annual Meeting and conduct business.

On what items am I voting?

You are being asked to vote on three items:

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

How does the board of directors recommend that I vote?

The Board recommends that you vote as follows:

How may I vote in the election of directors, and how many votes must the nominees receive to be elected?

With respect to the election of directors, you may:

Our Bylaws provide for the election of directors by a plurality of the votes cast. This means that the twelve individuals nominated for electionincluding information about their qualifications to the board of directors who receive the most “FOR” votes (among votes properly cast in person, electronically or by proxy) will be elected.

What happens if a nominee is unable to stand for election?

If a nominee is unable to stand for election, the Board may either:

If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.

How may I vote for the proposal to ratify the appointment of our independent registered public accounting firm, and how many votes must this proposal receive to pass?

With respect to this proposal, you may:

In order to pass, the proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders who are present in person or by proxy. Abstentions will not count as votes cast.

How may I cast my advisory vote for the proposal to approve the Company’s executive compensation?

With respect to this proposal, you may:

In accordance with applicable law, this vote is “advisory,” meaning it will serve as a recommendation to the Board, but will not be binding. The Compensation and Human Resources Committee (the “Compensation Committee”) will seriously consider the outcome of this vote when determining future executive compensation arrangements. Abstentions and broker non-votes will not count as votes cast.director, is set forth below.

What happens if I sign and return my proxy card but do not provide voting instructions?    Nominees

If you return a signed card but do not provide voting instructions, your shares will be voted as follows:

Will my shares be voted if I do not vote by using the Internet, telephone or by signing and returning my proxy card?

If you do not vote by using the Internet, telephone or (if you received a proxy card by mail) by signing and returning your proxy card, then your shares will not be voted and will not count in deciding the matters presented for stockholder consideration at the Annual Meeting.

If your shares are held in street name through a bank or broker, your bank or broker may vote your shares under certain limited circumstances if you do not provide voting instructions before the Annual Meeting, in accordance with the New York Stock Exchange (“NYSE”) rules that govern banks and brokers. These circumstances include voting your shares on “routine matters,” such as the ratification of the appointment of our independent registered public accountants described in this proxy statement. With respect to the proposal to ratify the appointment of our independent registered public accounting firm, therefore, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares unvoted.

The election of directors and approval, on an advisory basis, of the Company’s executive compensation are not considered routine matters under the NYSE rules relating to voting by banks and brokers. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker non-votes that are represented at the Annual Meeting will be counted for purposes of establishing a quorum, but not for determining the number of shares voted for or against the non-routine matter.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted at the meeting in accordance with your wishes.

What is the vote required for each proposal to pass, and what is the effect of abstentions or withheld votes and uninstructed shares on the proposals?

Our Bylaws provide for the election of directors by a plurality of the votes cast. This means that the twelve individuals nominated for election to the board of directors who receive the most “FOR” votes (among votes properly cast in person, electronically or by proxy) will be elected. Withheld votes are not considered votes cast for or against the nominee under a plurality voting standard. For each other proposal to pass in accordance with our Bylaws, the proposal must receive the affirmative vote of a majority of the votes cast in person, electronically or by proxy at the Annual Meeting. Abstentions and broker non-votes are not counted as votes cast. The following table summarizes the Board’s recommendation on each proposal and the vote required for each proposal to pass.

				Proposal NumberBruce Van Saun		Age: 61
				Chairman and Chief Executive Officer, Citizens Financial Group, Inc.		ItemDirector Since: 2013 Committees: Executive (Chair); Equity
				Board Voting Recommendation		Votes Required for Approval
			1		Election of Directors		FOR ALL		The twelve nominees who receive the most FOR votes properly cast in person, electronically or by proxy and entitled to vote will be elected
2		Ratification of independent registered public accounting firm		FOR		Majority of the votes cast by the holders of shares present in person, electronically or by proxy and entitled to vote
3		Advisory vote to approve the Company’s executive compensation, commonly referred to as a “say on pay” vote		FOR		Majority of the votes cast by the holders of shares present in person, electronically or by proxy and entitled to vote

What do I need to show to attend the Annual Meeting in person?

You will need proof of your share ownership (such as a recent brokerage statement or letter from your broker showing that you owned shares of the Company’s common stock as of March 7, 2016 if you hold your shares through a broker) and a form of government-issued photo identification. If you do not have proof of ownership and valid photo identification, you may not be admitted to the Annual Meeting. No cameras, cell phones, smart phones, laptops, tablets, or recording equipment are permitted in the meeting room. In addition, large bags, backpacks, briefcases, and similar items are not permitted in the meeting room.

Who bears the cost of the proxy materials?

The Company pays for preparing, printing and mailing this proxy statement and the annual report. Officers and employees of the Company may solicit the return of proxies, but will not receive additional compensation for those efforts. The Company will request that brokers, banks, custodians, nominees and other fiduciaries send proxy materials to all beneficial owners and upon request will reimburse them for their expenses. Solicitation may be made by mail, telephone or other means.

Can I receive future proxy materials and annual reports electronically?

Yes. Instead of receiving future paper copies in the mail, you can elect to receive our future annual reports and proxy materials electronically. Opting to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business, and will reduce the environmental impact of our annual meetings.

If you are a stockholder of record and wish to enroll in the electronic proxy delivery service for future meetings, you may do so by going to the website provided on your proxy card and following the prompts.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following sections provide an overview of our corporate governance structure and processes. Among other topics, we describe how we select directors, how we consider the independence of our directors and key aspects of our Board operations.

Our Charter and Bylaws provide that the board of directors shall consist of not less than 5 nor more than 25 directors, excluding any directors elected by holders of preferred stock pursuant to provisions applicable only in the case of defaults under the terms of our preferred stock. The exact number of directors will be fixed from time to time by resolution of our Board. The board of directors has fixed the current number of directors at twelve. The terms of office of all directors expire at the Annual Meeting.

At each annual meeting, the successors of the directors are elected to hold office for a term expiring at the next annual meeting. The board of directors is therefore asking you to elect the nominees for director. All twelve have been nominated for reelection at the Annual Meeting. See “Proposal 1—Election of Directors” on page 75.

Directors are elected by a plurality. Therefore, the twelve nominees who receive the most “FOR” votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If you sign and return the accompanying proxy card, your shares will be voted for the election of the twelve nominees recommended by the board of directors unless you choose to withhold your vote against any of the nominees. If any nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee as the proxy holder may determine. The Company is not aware of any nominee who will be unable to or will not serve as a director.

Set forth below for each nominee is biographical information. We have also identified for each individual the business experience, qualifications, attributes and skills that underlie the Board’s and Nominating and Corporate Governance Committee’s belief that each individual is a valuable member of the board of directors.

Nominees

	Experience, Skills and Qualifications
	•  Executive in the financial services industry with over 30 years experience •  Extensive financial background and service on the boards of other public companies •  Additional role as our Chief Executive Officer brings management’s perspective to Board deliberations and provides valuable information about the status ofday-to-day operations
		BruceBackground Mr. Van Saun joined our Boardthe Company as Chairman and Chief Executive OfficerCEO in October 2013. From October 2009 through October 2013 Mr. Van Saunand also serves on the board of our primary subsidiary Citizens Bank, N.A. (“CBNA”). He previously served as The Royal Bank of Scotland Group plc Finance Director and was a member of its board of directors. directors (from 2009 to 2013). From 1997 to 2008, Mr. Van Saun held a number of senior positions with The Bank of New York and later The Bank of New York Mellon, including Vice Chairman and Chief Financial Officer. Earlier in his career, he held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. In all, Mr. Van Saun has more than 30 years of financial services experience.

				Mark Casady Retired Chairman and Chief Executive Officer, LPL Financial Holdings, Inc.		Age: 58
						Director Since: 2014 Committees: Risk
				Mark Casady joined our BoardExperience, Skills and Qualifications
				•  Compliance and risk experience as an executive in June 2014. Mr. Casady is the financial services industry and service on the board of governors of Financial Industry Regulatory Authority (FINRA) •  Expertise in the area of wealth management and brokerage, including experience while Chairman and Chief Executive Officer of LPL Financial Holdings, Inc.
				•  Knowledge of data management and analysis through his role at Vestigo Ventures and technology and innovation through his service on the board of Eze Software Group
		Background Mr. Casady was Chairman and Chief Executive Officer of LPL Financial Holdings, Inc. until his retirement in 2017. He joined LPL Financial in May 2002 as Chief Operating Officer in 2002, became President in April 2003 and Chairman and Chief Executive Officer in Decemberat the end of 2005. Before joining LPL Financial, heMr. Casady was Managing Director,managing director of the mutual fund group for Deutsche Asset Management, Americas—Americas - formerly Scudder Investments.Investments which he joined in 1994. In 2016, heco-founded Vestigo Ventures which focuses on financing FinTechstart-ups. He joined Scudder in 1994is general partner and held roles as Managing Director—Americas, head of global mutual fund group and head of defined contribution services. He was also a memberchairman of the Scudder, Stevens and Clarkadvisory board.

board of directors and management committee. Mr. Casady currently serves on the board of governorsJobCase, Inc. (since 2018) and is Chair of Copal Tree brands (since November 2018). He previously served on the board of Eze Software Group (from 2013 to 2018), the Financial Industry Regulatory Authority Inc. (“FINRA”)(FINRA) Board of Governors (from 2009 to 2014) and the board of directors of the Financial Services Roundtable and Eze Software Group. He has also served on the boards of our subsidiaries CBNA and CBPA since June 2014. He is former Chairman of the Insured Retirement Institute. He also serves on the board of our primary subsidiary CBNA. Mr. Casady received hisa B.S. from Indiana University and his M.B.A. from DePaul University.

				Christine M. Cumming Retired First Vice President and Chief Operating Officer, Federal Reserve Bank of New York		Age: 66 Director Since: 2015 Committees: Risk
				Christine M. Cumming joined our Board in October 2015. Until her retirement in June 2015, Ms. Cumming was first vice president ofExperience, Skills and Qualifications
				•  Seasoned bank regulatory executive with over 35 years at the Federal Reserve Bank of New York (“FRBNY”), including serving as First Vice President and Chief Operating Officer •  Extensive background in risk management, technology, monetary policy and bank supervision •  Experience in crisis management as chair of the Cross-Border Crisis Management Group for the Resolution Steering Group of theG-20’s Financial Stability Board
		Background Until her retirement in 2015, Ms. Cumming was First Vice President of the FRBNY, its second highest ranking officer, in the FRBNY, and served as its chief operating officer,Chief Operating Officer, as well as an alternate voting member of the Federal Open Market Committee. Prior to holding that position, Previously, Ms. Cumming was executive vice presidentExecutive Vice President and director of research with responsibilityDirector for the Research and Market Analysis Group. Previously, she served asGroup and senior vice president for the Bank Supervision Group responsible for the Bank Analysis and Advisory and Technical Services Functions in the Bank Supervision Group. In 1992, she was appointed

vice president and assigned to Domestic Bank Examinations in Bank Supervision.Functions. She also was active in the work of the Basel Committee, including as co-chair of the Risk Management Group and chair of the task forces on supervisory matters for the Joint Forum, made up of banking, securities and insurance regulators. From 2011 to April 2015, Ms. Cumming chaired the Cross-Border Crisis Management Group, which coordinated recovery and resolution planning for large, global financial institutions for the Resolution Steering Group of theG-20’s Financial Stability Board. Ms. Cumming joined the FRBNY’s staff in September 1979 as an economist in the International Research Department, and later in the FRBNY’s International Capital Markets staff. She has also servedcurrently serves on the boardsboard of American Family Insurance Mutual Holding Company (since 2016), MIO Partners, Inc. (since February 2018) and the Financial Accounting Foundation (since 2016) and teaches part time at Colombia University and Rutgers University. She also serves on the board of our subsidiaries CBNA and CBPA since October 2015. primary subsidiary CBNA. Ms. Cumming holds both a B.S. and Ph.D in economics from the University of Minnesota.

				William P. Hankowksy		Age: 67 Director Since: 2006 Committees: Audit; Compensation
				Chairman, President and Chief Executive Officer, Liberty Property Trust
				Experience, Skills and Qualifications	��
				•  Extensive business and management expertise, particularly in the real estate sector as Chief Executive Officer of Liberty Property Trust and as President of the Philadelphia Industrial Development Corporation •  Service on the boards of other public companies and numerousnon-profit entities
		Anthony Di lorio has served on our Board since January 2014. Mr. Di lorio began his career at Peat Marwick (KPMG) where he worked in the firm’s Financial Institutions Practice in New York and Chicago. After leaving Peat Marwick, he worked for several leading financial institutions, including as Co-controller of Goldman Sachs, Chief Financial Officer of the Capital Markets business of NationsBank (Bank of America), Executive Vice President of Paine Webber and Chief Executive Officer of Paine Webber International. He joined Deutsche Bank in Frankfurt in 2001 and later became Chief Financial Officer and a member of its board of directors and group executive committee. After retiring from

		William P. Hankowsky has served on our Board since November 2006. Mr. Hankowsky is the Chairman, President and Chief Executive Officer& CEO of Liberty Property Trust. He joined Liberty in January 2001 as Chief Investment Officer and was responsible for refining the company’s corporate strategy and investment process. In 2002, he was named President, and in 2003, was appointed Chief Executive Officer and elected Chairman of Liberty’s board of trustees. Prior to joining Liberty, Mr. Hankowsky served for 11 years as President of the Philadelphia Industrial Development Corporation (“PIDC”). Prior to PIDC, he was the City of Philadelphia’sCorporation.

commerce director. Mr. Hankowsky currently serves on the boards of Aqua America Inc. (since 2004), Delaware River Waterfront Corporation, Greater Philadelphia Chamber of Commerce, Kimmel Center for the Performing Arts, Philadelphia Convention and Visitors Bureau, Pennsylvania Academy of the Fine Arts, Philadelphia Shipyard Development Corporation and United Way of Greater Philadelphia and Southern New Jersey. He has also servedserves on the boards of directorsboard of our subsidiaries CBNA and CBPA since November 2006. primary subsidiary CBNA. Mr. Hankowsky received a B.A. in economics from Brown University.

BOARD GOVERNANCE AND OVERSIGHT

The following sections provide an overview of our board governance structure and processes. Among other topics, we describe how we select directors, how we consider the independence of our directors and key aspects of our Board operations.

BackgroundCorporate Governance Guidelines, Committee Charters and ExperienceCode of DirectorsBusiness Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines which set forth a flexible framework within which our Board, assisted by Board committees, directs our affairs. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, director independence, Board and Board committee evaluations, compensation of directors, management succession and review, Board committees and selection of new directors.

Our Corporate Governance Guidelines are available on the corporate governance section of our website at www.citizensbank.com/investor-relations.

The charters for each of the Audit, Compensation, Nominating and Corporate Governance, Risk and Executive Committees are also available on the corporate governance section of our website at www.citizensbank.com/investor-relations.

Our Board has also adopted a Code of Business Conduct and Ethics (the “Code”), which sets forth key guiding principles concerning ethical conduct and is applicable to all of our directors, officers and employees. The Code addresses, among other things, conflicts of interest, protection of confidential information and compliance with laws, rules and regulations, and describes the process by which any concerns about violations should be reported.

The Code is available on the corporate governance section of our website at www.citizensbank.com/investor-relations. You may also obtain a copy, free of charge, by writing to our Corporate Secretary at 600 Washington Boulevard, Stamford, Connecticut 06901. Any amendments to the Code, or any waivers of its requirements, will be disclosed on our website.

Board Composition

When considering whether directors and director nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, theour Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set

forth above.experience. This includes leadership, character, financial literacy, judgment, independence, diversity and key skills. We believe that our directors providerepresent an appropriate and diverse mix of backgrounds, experience and skills relevant to the size and nature of our business. In particular,

The following key facts reflect the members of our Board considered the following important characteristics, among others:

Mr. Van Saun—we considered hiscomposition, skills and experience as an executive in the financial services industry, his extensive financial background and his experience serving on the boards of other public companies. Furthermore, we also considered how his additional role as our Chief Executive Officer would bring management’s perspective to Board deliberations and provide valuable information about the status of our day-to-day operations.

Mr. Casady—we considered his experience in compliance and risk as an executive in the financial services industry, including his experience as Chief Executive Officer of LPL Financial Holdings Inc., and his experience serving on the board of governors of FINRA and the boards of directors of the Financial Services Roundtable and Eze Software Group.

Ms. Cumming—we considered her experience as an executive inBoard following the financial services industry, including her experience as the First Vice President and Chief Operating Officer with the Federal Reserve Bankretirement of New York and her broad background in risk management, technology, monetary policy and bank supervision.

Mr. Di lorio—we considered his experience as an executive inIorio and Mr. Ryan effective at the financial services industry, including his experience as Chief Financial Officer of Deutsche Bank, his extensive financial background and his experience serving on the boards of other public companies.

Mr. Hankowsky—we considered his extensive business and management expertise, including his experience as Chief Executive Officer of Liberty Property Trust, his service as Presidentconclusion of the Philadelphia Industrial Development Corporation, his experience serving on the boards of numerous public companies and non-profit entities and his experience in the real estate sector.2019 Annual Meeting.

Mr. Higdon—we considered his experience as an executive in the financial services industry, including his experience as Managing Director and Vice Chairman of Salomon Brothers Inc. and his experience serving on the boards of other public companies, including as non-executive Chairman of HealthSouth Corporation and as lead director of Eaton Vance Corporation. In addition, we considered his experience in academic institutions, including as Dean of the Darden Graduate School of Business Administration at the University of Virginia.

Mr. Koch—we considered his experience as an executive in the financial services industry, including his experience as Chief Executive Officer of Charter One Financial, his experience serving on the boards of other public companies and the FHLB of Cincinnati and his experience in the retail banking sector.

Mr. Ryan—we considered his experience as an executive in the financial services industry, including his experience as Chief Executive Officer of Prudential Financial, Inc. and President and Chief Operating Officer of Chase Manhattan Bank, his experience serving on the boards of other public companies and his experience in the retail banking sector.

Mr. Subramaniam—we considered his extensive business and management expertise, including his experience as Chief Executive Officer of FM Global, and his experience serving on the boards of directors of FM Global and Lifespan Corporation and the board of trustees of Bryant University.

Ms. Watson—we considered her experience as an executive in the financial services industry, including her experience as Executive Vice President, Global Services for State Street Bank & Trust Company, her extensive financial background, her fellowship with the National Association of Corporate Directors, her credentials as a CPA and Certified Fraud Examiner, and her experience serving on the boards of other financial services companies.

Ms. Zuraitis—we considered her experience as an executive in the financial services industry, her experience serving on the boards of Horace Mann Educators Corporation and NCCI Holdings, Inc. and her experience in the insurance sector.

Selecting Nominees for DirectorBoard Selection and Refreshment

Our Board has delegated responsibility for the review and recommendation of director nominees to the Nominating and Corporate Governance Committee the responsibility for reviewing and recommending to the Board nominees for director. In accordance with our Corporate Governance Guidelines,Committee. Upon the Nominating and Corporate Governance Committee evaluates and recommends candidates for Board membership to the Board annually and as vacancies or newly created positions occur. Upon theCommittee’s recommendation, of the Nominating and Corporate Governance Committee, a slate of directors is nominated by the Board and submitted to a stockholder vote annually.

The Nominating and Corporate Governance Committee will consideralso review and recommend candidates for nomination persons who have demonstrated leadership, have experience or relevant knowledge, time availability and commitment, the highest character, reputation and integrity, the analytical and critical thinking skills, the financial literacy, risk management and other business experience and acumen, the ability to work as a team constructively in a collegial environment and who exhibited independent thought and judgment.

The Nominating and Corporate Governance Committee also recommends individuals for membership on the committees of the Board annually and as vacancies or newly created positions occur.

In making its recommendations for Board and committee membership, the Nominating and Corporate Governance Committee reviews candidates’ qualifications for membership on the Board or committee (including making a specific determination as to the independence of the candidate) based on the criteria described above and taking into account the enhanced independence, financial literacy and financial and risk management expertise standards that may be required under law, regulation or NYSE rules for committee membership purposes. In addition, the Nominating and Corporate Governance Committee evaluates current directors for re-nomination to the Board or committee, including assessing such directors’ performance and reassessing their independence. The Nominating and Corporate Governance Committee also periodically reviews the composition of the Board and its committees in light of the current challenges and needs of the Board and the Company, and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience.

New candidates may be identified to serve on the board of directors through recommendations from independent directors or members of management, search firms discussions withor other persons who may know of suitable candidates to serve on the board of directors,sources, and stockholder recommendations.stockholders. Evaluations of prospective candidates typically include a review of the candidate’s background and qualifications by the Nominating and Corporate Governance Committee, interviews with the committee as a whole, one or more members of the committee, or one or more other board members, and discussions within the committee and the full board of directors.

TheIn preparation for the retirements of Mr. Di Iorio and Mr. Ryan, the Board engaged a highly regarded leadership consulting firm, Spencer Stuart, to assist in identifying and evaluating potential new Board members. After a review of a range of highly qualified candidates by the Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders as well asbased on the criteria outlined above, the Nominating and Corporate Governance Committee submitted their recommendations from other sources. to the Board and Mr. Lillis and Mr. Kelly were appointed effective February 1, 2019.

Any stockholder who wishes to recommend a prospective candidate for the board of directors for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: Corporate Secretary, 600 Washington Boulevard, Stamford, Connecticut 06901. Stockholders must propose nominees for consideration by the Nominating and Corporate Governance Committee in accordance with the procedures and other requirements set forth in our Bylaws. See “Other Information for Stockholders—Proposals for 2017”2020 Annual Meeting and Stockholder Proposals.”

While all of our directors meet the requirements of our Corporate Governance Guidelines, in recommending there-nomination of directors to the Board, the Nominating and Corporate Governance Committee reviews, among other things, all outside directorships on page 78.a facts and circumstances basis to determine whether simultaneous service on other boards could impair a director’s ability to effectively serve on our Board. Mr. Hankowsky is an active CEO and Chairman of a public company and sits on two additional public company boards, including ours. In considering

Mr. Hankowsky’sre-nomination, the Nominating and Corporate Governance Committee reviewed his (i) geographic proximity to and length of tenure on his other boards; (ii) locality to a key area of the Citizens footprint; (iii) real estate and financial services industry expertise; (iv) leadership and management experience; and (v) attendance, performance and contributions to our Board. Based upon its review, the Nominating and Corporate Governance Committee has determined that Mr. Hankowsky’s outside directorships do not impair his effectiveness as a director and valuable member of our Board.

Director Independence

As a part of its listing standards, the NYSENew York Stock Exchange (“NYSE”) has adopted certain criteria that determine director independence. As an NYSE-listed company, our Board considers when determiningutilizes these criteria to determine our director independence. Under the NYSE rules, the Board also broadly considers all other relevant facts and circumstances that bear on the materiality of each director’s relationship with the Company, including the potential for conflicts of interest, when determining director independence. In addition, the Board considers whether the Company or one of its subsidiaries has a lending relationship, deposit relationship, or other banking or commercial relationship with a director, an immediate family member, or an entity with which the director or a family member is affiliated by reason of being a director, an officer or a significant stockholder thereof. Any such relationship must meet the following criteria: (1)(i) it must be in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions withnon-affiliated persons; and (2)(ii) with respect to extensions of credit by the Company or its subsidiaries to such entity: (a) such extensions of credit have been made in compliance with applicable law, including Federal Reserve Regulation O and Section 13(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (b) no event of default has occurred and is continuing beyond any period of cure.

To assist the Board in its determination of director independence, the Nominating and Corporate Governance Committee annually evaluates each prospective and incumbent director using the foregoing standards and such other factors as the Nominating and Corporate Governance Committee deems appropriate, and makes a recommendation to the Board regarding the independence or non-independencenon- independence of each such person. As a part of this evaluation process, the Nominating and Corporate Governance Committee considers all relevant facts and circumstances and, in particular, the independence requirements of the Securities Exchange Commission (“SEC”) and the NYSE. Banking relationships with the Company or any of its subsidiaries (including deposit, investment, lending, fiduciary) that are conducted in the ordinary course of business on substantially the same terms and conditions as are otherwise available to nonaffiliatednon-affiliated customers for comparable transactions are not considered material in determining independence.

We have determined that each of Mr. Casady, Ms. Cumming, Mr. Di lorio,Iorio, Mr. Hankowsky, Mr. Hanna, Mr. Higdon, Mr. Kelly, Mr. Koch, Mr. Lillis, Mr. Ryan, Mr. Subramaniam, Ms. Watson and Ms. Zuraitis is an independent director within the meaning of the applicable rules of the SEC and NYSE. In addition, we have determined each of Mr. Di lorio, Mr. Hankowsky, Mr. Hanna, Mr. Higdon, Mr. KochCommittee member meets the independence and Ms. Watson is also an independent director under Rule 10A-3 of the Exchange Act for the purpose of audit committee membership, and each of Mr. Ryan, Mr. Hankowsky, Mr. Higdon and Ms. Watson is also an independent director under Rule 10C-1 of the Exchange Act for the purpose of compensation committee membership. Our Board has determined that each of Mr. Di lorio, Mr. Hankowsky, Mr. Hanna, Mr. Higdon, Mr. Koch and Ms. Watson is an audit committee financial expertexpertise requirements within the meaning of the applicable rules of the SEC and NYSE.

Executive SessionsNYSE for the Committees on which they serve. For further information see “Corporate Governance – Board Governance and Oversight – Committees of Our Non-Management Directors

The Company’s non-employee directors participate in regularly scheduled executive sessions in which management does not participate. If the non-employee directors include directors who are not considered independent, the independent directors must also meet in executive session at least once a year.

The Lead Director (or Chairman, if the Chairman is a non-employee director) shall preside at each executive session. Currently, our Lead Director is Arthur F. Ryan. Interested persons may make their concerns known directly to the Lead Director or the non-management directors as a group by submitting their written correspondence to the Company’s Corporate Secretary located at 600 Washington Boulevard, Stamford, Connecticut 06901. The Corporate Secretary may facilitate such direct communication to the Lead Director or the non-management directors as a group by reviewing, sorting and summarizing such communications.Board.”

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that our Chief Executive Officer shall serve as Chairman of the Board, while an independent director shall serve as Lead Director. Given the significant duties designated to our independent Lead Director, the Board’s view is that having a

combined Chairman and Chief Executive Officer enables it to (i) provide efficient and effective governance and leadership to the Company, (ii) be apprised of current risks and issues that may impact the Company in a timely manner, and (iii) present a single point of leadership to all Company stakeholders. Accordingly, the Board has determined that a combined Chairman and Chief Executive Officer position, with an independent Lead Director, is the most appropriate Board leadership structure for the Company.

The Board periodically reviews its leadership structure periodically in light of the composition of the Board, the needs of the Company and its stockholders, thepeer company practices, of the Company’s peers, and other factors and retains itsthe flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer in any waymanner that is inserves the best interests of the Company at a given point in time.Company.

The Lead Director is an independent director designated by the Board, based on the recommendation of the Nominating and Corporate Governance Committee. In addition to other duties and

Key responsibilities of the Lead Director set forth in the Corporate Governance Guidelines or our Bylaws, the Lead Director shall:Director:

Currently, Mr. Van Saun serves as our Chairman of the Board and Chief Executive Officer and Mr. Ryan serves as our Lead Director.

Meetings of the Board of Directors and Attendance at the Annual Meeting

Our board of directors held ten meetings during fiscal 2018. No member attended fewer than 75% of the Board and committee meetings on which the member sits. All directors are expected to attend our annual meetings. Ten of our twelve directors serving during 2018 attended the annual meeting held April 26, 2018. The 2019 Annual Meeting is the Company’s fifth annual meeting since becoming a public company during fiscal 2014.

Executive Sessions of Our Non-Employee Directors

The Company’snon-employee directors, who are all independent, participate in regularly scheduled executive sessions in which management does not participate. Our Lead Director, currently Mr. Ryan, presides at each executive session. Interested persons may make their concerns known directly to Mr. Ryan, his successor or the non-employee directors as a group by submitting their written correspondence to the Company’s Corporate Secretary located at 600 Washington Boulevard, Stamford, Connecticut 06901. The Corporate Secretary may facilitate such direct communication to

the Lead Director or the non-employee directors as a group by reviewing, sorting and summarizing such communications.

Board, Committee and Director Evaluations

The Board, led by the Nominating and Corporate Governance Committee, conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. Under each committee’s charter, the committee evaluates and assesses its performance, skills and resources required to meet its obligations under its charter at least annually. In addition, all directors complete a self-evaluation. At least every three years, an independent party is used to conduct the Board and committee evaluations.

Results of the evaluations are then presented to the Board and its committees and used to determine actions designed to enhance the operations of the Board and its committees going forward. Periodically, the Board will also complete peer evaluations. The results of all peer evaluations are reviewed by the Chair, Lead Director and Chair of the Nominating and Corporate Governance Committee. In addition, each director receives a copy of their individual report. The following outlines our annual evaluation cycle:

Board Education

Each of our Board members participates in an annual training and continuing education program which includes both full board training and board committee training. An annual schedule is developed, with input from the directors, which covers a broad range of topics to enhance and strengthen the skills, knowledge and competencies of directors, individually and collectively. Examples of such topics include cybersecurity, crisis management, regulatory developments, corporate governance, anti-money laundering and industry trends. The program encompasses presentations from internal and external speakers as well as site visits to key locations and regular meetings with management. In addition, directors are encouraged to avail themselves of educational programs offered through recognized independent providers.

Board’s Role in Strategy

The Board is responsible for guiding and ultimately approving the strategic direction of the Company and overseeing execution of the Company’s strategic plan. Every year the Board holds an offsite meeting dedicated to reviewing the Company’s long-term strategy which includes detailed discussions with management, investors, securities analysts and industry experts. In addition, the Board assesses the Company’s strategic, competitive and financial performance at each of its meetings to ensure continued alignment to the long-term strategy.

Board’s Role in Risk Oversight

The Board is responsible for oversight of the Company’s internal controls and risk management framework. This oversight generally requires evaluation of management’s systems of internal control, financial reporting and public disclosure, ensuring the accuracy and completeness of financial results, and review and approval of the Company’s enterpriseenterprise-wide risk management governance framework and ensuring that risks to the Company are properly managed. The Board has delegated itscertain risk oversight duties to the Risk Committee and, with respect to financial controls, the Audit Committee. The Board receives independent reports from each ofboth the Audit Committee and the Risk Committee at each of its meetings.

While each of the Audit and Risk Committees play a role in the oversight of risk, it is the Risk Committee which serves as the primary point of contact between the Board and the management-level committees that have responsibility for risk management. See “Corporate Governance—Board Governance and Oversight—Committees of the Board.”

Under its charter, the Risk Committee is responsible for overseeing the design, implementation and operation of the Company’s enterprise-wide risk management includinggovernance framework with respect to funding and liquidity risk, credit risk, market risk, strategic risk, business risk, reputation risk, operational risk, model risk and pension risk. The Risk Committee reviews and, as it deems appropriate, recommends to the Board the design and implementation of the Company’s risk strategy and policy, risk appetite framework and specific risk appetites and limits.

Under the oversight of the Risk Committee, the Company operates an enterprise-wide risk management framework which sets standards and provides guidance for the identification, assessment, monitoring and control of material risks that affect or have the potential to affect the value for our stockholders, customers and colleagues and the safety and soundness of the Company. The framework sets forth the risk governance model that operates within the Company and outlines the responsibilities of the Board and its committees, executive officers, colleagues and oversight committees with respect to risk governance, supervision and internal control systems.

Our cybersecurity program is overseen by both the Audit and Risk Committees. The Audit Committee is responsible for overseeing our cybersecurity program under its risk oversight responsibilities as it relates to financial controls. The Risk Committee servesis responsible for oversight of management of cybersecurity risk consistent with the Company’s enterprise-wide risk management governance framework. Both the Audit and Risk Committees receive regular reporting on cybersecurity and as cyber threats continue to evolve, under their oversight, we continually seek to enhance our layers of defense.

We remain committed to building and maintaining a strong risk management culture throughout the primary pointCompany and believe having an ethical culture that extends through every layer of contact between the BoardCompany is foundational to delivering the best possible banking experience for our customers and a great workplace for our colleagues. Our Conduct Office, overseen by the management-level committees that deal with risk management. The Risk Committee’s responsibility is one of oversight, and theAudit Committee, has no dutyoversight responsibility for monitoring the behavior of our colleagues in relation to ensure compliance with laws and regulations. See “—Committees of the Board—Risk Committee” on page 22.

Corporate Governance Guidelines, Committee Charters andour Code of Business Conduct and Ethics,

Our Board has adopted Corporate Governance Guidelines, which set forth Sales Practices and other key policy considerations on a flexible framework within which our Board, assisted by Board committees, directs our affairs. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, director independence, compensation of directors, management succession and review, Board committees and selection of new directors. Our Corporate Governance Guidelines are available on the corporate governance section of our investor relations website at www.citizensbank.com/investor-relations. The charters for each of the Audit, Compensation, Nominating and Corporate Governance, Risk and Executive Committees are also available on the corporate governance section of our investor relations website at www.citizensbank.com/investor-relations.

Our Board has also adopted a Code of Business Conduct and Ethics (the “Code”), which sets forth key guiding principles concerning ethical conduct and is applicable to all of our directors, officers and employees. The Code addresses, among other things, conflicts of interest, protection of confidential information and compliance with laws, rules and regulations, and describes the process by which any concerns about violations should be reported. The Code is available on the corporate governance section of our investor relations website at www.citizensbank.com/investor-relations. You may also obtain a copy, free of charge, by writing to our Corporate Secretary at 600 Washington Boulevard, Stamford, Connecticut 06901. We expect that any amendments to the Code, or any waivers of its requirements, will be disclosed on our website.Company-wide basis.

Committees of the Board

Our board of directorsBoard has six standing committees. Four of these committees (Audit, Compensation, Nominating and Corporate Governance and Risk) meet on a regular basis. The Executive Committee meets as needed and is composed of our Chairman and Chief Executive Officer, our Lead Director and the chairChair of our Nominating and Corporate Governance Committee. The Executive Committee may act on behalf of the Board and reports its actions to the full Board. The Equity Committee acts as needed and is composed of our Chairman and Chief Executive Officer. The

Equity Committee makesOfficer and acts as needed to make equity grants (subject to certain limitations determined by the Compensation Committee) between annual grant cycles and reports its actions to the Compensation Committee. See “—Compensation Matters—Compensation Discussion and Analysis—Process for Approval of Equity Grants.” The following table shows the current members of each of the four primary standing committees and the number of meetings held during fiscal 2015.

*  =  chair.

Audit Committee. The Audit Committee reviews and, as it deems appropriate, recommends to our Board our internal accounting and financial controls and the accounting principles and auditing practices and procedures to be employed in preparation and review of our financial statements. The Audit Committee is also directly responsible for the engagement and oversight of our independent public auditors.

During fiscal 2015, the Audit Committee held thirteen meetings. Each member of the Audit Committee meets the independence requirements of the NYSE and is financially literate, and each member of the Audit Committee is an independent director under Rule 10A-3 under the Exchange Act. In addition, each member of the Audit Committee is an audit committee financial expert.

Compensation and Human Resources Committee. The Compensation Committee is responsible for, among other things, reviewing and approving our overall compensation philosophy, determining the compensation of our executive officers and directors, administering our incentive and equity-based compensation plans, and succession planning as described in further detail in the Compensation Discussion and Analysis.

During fiscal 2015, the Compensation Committee held eight meetings. Each member of our Compensation Committee meets the independence requirements of the NYSE and Rule 10C-1 of the Exchange Act, is a “non-employee director” under Exchange Act Rule 16b-3, and is an “outside director” under Section 162(m) of the Internal Revenue Code. If, at any time, all directors serving on the Compensation Committee do not meet the “non-employee director” requirements of Exchange Act Rule 16b-3 and “outside director” requirements of Section 162(m) of the Internal Revenue Code, the

Compensation Committee will delegate to a special Section 16b-3 and Section 162(m) subcommittee consisting of those Compensation Committee members who meet such requirements the authority to approve grants of equity-based compensation subject to Section 16(b) of the Exchange Act and Section 162(m) of the Internal Revenue Code.

Compensation Advisory Partners, LLC provides guidance and advice to the Compensation Committee on compensation-related matters. See “—Compensation Discussion and Analysis—Executive Compensation Procedures—Role of Compensation Consultants.”

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews and, as it deems appropriate, recommends to the Board policies and procedures relating to director and board committee nominations and corporate governance policies.

During fiscal 2015, the Nominating and Corporate Governance Committee held three meetings. Each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE.

Risk Committee. The Risk Committee reviews and, as it deems appropriate, recommends to the Board the design and implementation of our risk strategy and policy, risk appetite framework and specific risk appetites and limits. The Risk Committee also oversees our risk management function and reviews the due diligence of any proposed strategic transaction. In addition, the Risk Committee oversees the Chief Risk Officer and the internal risk management function of the Company. In carrying out itstheir duties, each committee of the Risk CommitteeBoard is authorized to select, retain, terminate and approve fees and other retention terms of independent legal or other advisors as it deems appropriate without seeking approval of management or the Board. The following table shows the current members of each of the four primary standing committees and the number of meetings held during fiscal 2018.

During fiscal 2015, the Risk Committee held seven meetings.

Director		Audit		Compensation		Nominating & Corporate Governance		Risk
Mark Casady
Christine M. Cumming
Anthony Di Iorio
William P. Hankowsky
Howard W. Hanna III
Leo I. Higdon
Edward J. Kelly III*
Charles J. Koch
Terrance J. Lillis*
Arthur F. Ryan
Shivan Subramaniam
Wendy A. Watson
Marita Zuraitis
Number of meetings		14		7		4		7

Committee member

*Effective April 1, 2019

*Effective April 1, 2019

*Effective April 1, 2019

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee who served during 20152018 are current or former officers or employees of the Company or any of our subsidiaries. No Company executive officer served on the compensation committee of another entity that employed an executive officer who also served on our Board. No Company executive officer served as a director of an entity that employed an executive officer who also served on our Compensation Committee.

Meetings of the Board of DirectorsTalent Management and Attendance at the Annual MeetingSuccession Planning

Our board of directors held eleven meetings during fiscal 2015. No member attended fewer than 75% ofAt least annually, the Board and committee meetings on which the member sits. It is the Board’s policy that our directors attend our annual meetings. The Annual Meeting is the Company’s second annual meeting since becoming a public company during fiscal 2014.

Plurality Voting for Directors

Our Bylaws provide for the election of directors by a plurality of the votes cast. This means that the twelve individuals nominated for election to the board of directors who receive the most “FOR” votes (among votes properly cast in person, electronically or by proxy) will be elected.

Succession Planning and Management Development

The Compensation Committee reviews at least annually, in consultation with the Chief Executive Officer, the Company’s talent management and management succession planning,plan, including with respect to Chief Executive Officer selection and succession inother executive positions. This includes the eventreview and evaluation of the incapacitation, retirement or removal of the Chief Executive Officer, and reviews evaluations of, and development plans for any potential successors to the Chief Executive Officer role and other key positions.

Developing talent at all levels is a priority for the Company. We have two programs focused on providing the Board with additional opportunities to interact with senior management, which gives management unique access to the Board and also facilitates a deeper understanding of the organization by the Board. This includes a mentoring program that pairs executives with Board members and informal feedback sessions where directors meet with groups of senior management below the executive level. The Company also offers various talent development programs throughout the organization focused on building leadership and management skills, career development, and other areas.

Executive Officers

Our executive officers are designated by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers. Our executive officers are as follows:

Mr. Malcolm Griggs, age 55, will become our Executive Vice President and Chief Risk Officer effective April 1, 2016, upon Ms. Shanik’s retirement as Chief Risk Officer.

Mr. Van Saun’s biography and related information may be found above at “Directors, Executive Officers and Corporate Governance—Nominees.”

Eric Aboaf became our Executive Vice President and Chief Financial Officer effective April 6, 2015. Prior to joining the Company, Mr. Aboaf was global Treasurer at Citigroup Inc. since 2009, where he was responsible for managing the company’s balance sheet, ensuring strong liquidity and optimizing the capital structure. Prior to becoming global Treasurer, Mr. Aboaf held the chief financial officer positions for both the Institutional and North American Consumer bank segments at Citigroup Inc. He was Global CFO for the Institutional Clients Group, leading the finance and strategy functions for Capital Markets, Investment Banking, Transaction Services and Alternative Investments. Mr. Aboaf served as CFO for the North American Consumer Group, which included Credit Cards, Retail Banking, Consumer Finance and Insurance. Before holding those roles, he served as Citigroup Inc.’s head of Financial Planning and Analysis. Prior to joining Citigroup Inc., Mr. Aboaf was a partner at Bain & Company and Co-Head of its U.S. Financial Services Practice. He also worked at Oliver Wyman & Company, a New York-based strategy firm. Mr. Aboaf is a graduate of both the Wharton School of Business and the Engineering School at the University of Pennsylvania. He holds a Master of Science degree from Massachusetts Institute of Technology.

David Bowerman is Vice Chairman, Head of Business Services with responsibility for Operations, Technology, Property, Procurement and Security. Previously, Mr. Bowerman was Managing Director, U.K. and European Operations for RBS Business Services. He joined NatWest Bank in 1982, which was acquired by RBS in 2002. During his years with RBS, he undertook a range of retail and corporate roles. Mr. Bowerman is a fellow of the Chartered Institute of Bankers in Scotland. He was educated in England and attended Harvard Business School’s Advanced Management Program. Mr. Bowerman has served on the board of the Institute for the Study and Practice of Nonviolence, in Providence, Rhode Island, since 2011.

Brad L. Conner is Vice Chairman of our Consumer Banking Division. He is responsible for Retail Banking, Business Banking, Wealth Management, Home Lending Solutions, Auto Finance and Education Finance, as well as the Consumer Phone Bank and online channels. Before joining the Company in 2008, Mr. Conner was President of JP Morgan Chase & Co.’s Home Equity and Mortgage Home Loan Direct business. He previously oversaw the combined home equity business of Chase and Bank One after the companies merged in 2004, and served as Chief Executive Officer of Chase’s Education Finance businesses. Mr. Conner served as a director for the Rhode Island Public Expenditure Council from 2010 through 2012. Since 2009, he has served on the board of trustees of the Dave Thomas Foundation for Adoption, where he has served as treasurer since 2011, and currently serves on its audit committee and committee for institutional advancement. He has also been a member of the Consumer Bankers Association board of directors since 2011. Mr. Conner has a B.A. and M.B.A. from the University of Arkansas.

Stephen T. Gannon is our General Counsel and Chief Legal Officer. Mr. Gannon is responsible for overseeing our legal department, providing strategic leadership to the management of legal risk and overseeing an integrated legal function. Prior to joining the Company in August 2014, Mr. Gannon was the Executive Vice President and Deputy General Counsel of Capital One Financial Corporation. In his seven years at Capital One Financial Corporation, Mr. Gannon was responsible for advising on litigation and regulatory matters, transactional and product line matters as well as policy affairs and governance and, in January 2014, was appointed to serve as Market President for Central Virginia. Mr. Gannon was previously the General Counsel—Retail Brokerage Group at Wachovia Securities LLC, a partner and head of the securities litigation practice at LeClair Ryan, P.C., as well as a Staff Attorney and Branch Chief at the Securities and Exchange Commission. Mr. Gannon earned an A.B. in History and a J.D. from Georgetown University.