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

(Amendment No.     )

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

Check the appropriate box:

CIT 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):

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders on Tuesday, May 14, 2019,12, 2020, at 11:00 a.m., Eastern Daylight Saving Time, at our corporate offices at One CIT Drive, Livingston, New Jersey 07039. Internet and telephone voting are available until 11:59 p.m., Eastern Daylight Saving Time, the day prior to the meeting.

In connection with our Annual Meeting, we have provided our stockholders with our Notice of Annual Meeting, Proxy Statement, proxy card and 20182019 Annual Report. These documents provide detailed information related to the matters to be addressed during the Annual Meeting, as well as our business activities and operating performance. On April 4, 2019,2, 2020, we mailed to our stockholders a notice of the Internet availability of proxy materials (“Access Notice”) containing instructions on how to access these materials online. Electronic delivery expedites your receipt of proxy materials, while lowering expenses and reducing the environmental impact of our Annual Meeting. If you received an Access Notice by mail, you will not receive printed copies of the materials unless you request them by following the instructions in the Access Notice.

In addition to the formal items of business to be brought before the Annual Meeting, we will respond to stockholder questions.Whether or not you are personally able to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the enclosed postage paid envelope as soon as possible, or follow the instructions to vote online or by telephone. Your vote is very important. Submitting your vote by proxy will not limit your right to attend the Annual Meeting.

On behalf of the entire Board of Directors, we thank you for your support of CIT and hope to see you at our Annual Meeting.

Sincerely,

Ellen R. Alemany

Chairwoman and Chief Executive Officer

April 4, 20192, 2020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 14, 201912, 2020

To the Stockholders of CIT Group Inc.:

Notice is hereby given that the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of CIT Group Inc., a Delaware corporation (“CIT”), will be held at CIT’s officesoffices* at One CIT Drive, Livingston, New Jersey 07039, on Tuesday, May 14, 201912, 2020 at 11:00 a.m., Eastern Daylight Saving Time, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

Only stockholders of record as of the close of business on March 21, 2019,19, 2020, are entitled to receive notice of, to attend, and to vote at the Annual Meeting. Internet and telephone voting are available until 11:59 p.m., Eastern Daylight Saving Time, the day immediately prior to the Annual Meeting. To ensure that your vote is counted at the Annual Meeting, please vote your proxy as soon as possible.

Instructions to vote online, by telephone or by mail are in the Question and Answer section of the Proxy Statement included with this notice of Annual Meeting (“Notice of Annual Meeting”) and can also be found in the notice of the Internet availability of proxy materials mailed to you on April 4, 20192, 2020 (“Access Notice”). To vote online, by telephone or by mail,you need your personal Control Number, which is included in the Access Notice. There is no charge for requesting printed proxy materials. Stockholders who request printed proxy materials for 20192020 will continue to receive printed proxy materials in future years until such time as they may opt out of paper delivery. To facilitate timely delivery of the proxy materials for the Annual Meeting, please make your request on or before May 1, 2019.April 28, 2020.

Go towww.cit.com to be connected to CIT’s website.

By Order of the Board of Directors,

James P. ShanahanR. Hubbard

SeniorExecutive Vice President, Chief Regulatory

General Counsel and Corporate Secretary

Livingston, New Jersey

April 4, 20192, 2020

Table of Contents

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General Information

Our Board of Directors (the “Board”) is soliciting proxies from our stockholders in connection with our annual meeting of stockholders (“Annual Meeting”) to be held on May 14, 2019,12, 2020, and any adjournment of such meeting. No business can be conducted at the Annual Meeting unless a majority of all outstanding shares entitled to vote are either present in person or represented by proxy at the Annual Meeting. The only matters to be brought before the Annual Meeting are those referred to in this proxy statement (“Proxy Statement”). If any additional matters are properly presented at the Annual Meeting, the persons named as proxies may vote your shares in their discretion.

As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to this Proxy Statement, proxy card and our 20182019 Annual Report (“Annual Report”) to you electronically via the Internet atwww.proxyvote.com, beginning on April 4, 2019.2, 2020. We believe that these rules allow CIT Group Inc. (“CIT” or the “Company”) to provide you with the information you need while reducing the environmental impact of the Annual Meeting and reducing expenses. If you are a holder of record, you will also receive this Proxy Statement, proxy card and our Annual Report by mail.

If you received a notice of the Internet availability of proxy materials mailed on April 4, 20192, 2020 (“Access Notice”) you will not receive a printed copy of the proxy materials in the mail. The Access Notice instructs you how to access and review all of the important information contained in the Proxy Statement, proxy card and Annual Report. The Access Notice also instructs you how to submit your vote over the Internet, by telephone or by mail. If you received an Access Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Access Notice or as set forth below under “How do I vote? — Vote by Mail”.

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Questions and Answers About the Annual Meeting and Voting

When and where is the Annual Meeting?

When: Tuesday, May 14, 2019,12, 2020, at 11:00 a.m., Eastern Daylight Saving Time.

Where: One CIT Drive, Livingston, New Jersey 07039.

Who is soliciting my vote?

CIT’s Board of Directors is soliciting your vote for our Annual Meeting.

What will I vote on?

You are being asked to vote:

You may also vote on any other business that properly comes before the Annual Meeting.

What is the record date for the Annual Meeting?

The record date for the Annual Meeting is the close of business on March 21, 201919, 2020 (“Record Date”). The Record Date is used to determine those stockholders who are entitled to vote at the Annual Meeting and at any adjournment or postponement thereof.

How many votes can be cast by all stockholders?

A total of 99,017,41198,317,232 votes may be cast on each matter presented, consisting of one vote for each share of CIT common stock, par value $0.01 per share, which was outstanding on the Record Date. There is no cumulative voting.

How many votes must be present to hold the Annual Meeting?

A quorum of a majority of the votes entitled to be cast, or 49,508,70649,158,617 votes, must be present in person or represented by proxy to hold the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting. This will help us know as soon as possible that enough votes will be present to hold the Annual Meeting. In determining whether a quorum exists, we will include in the count shares represented by proxies that reflect abstentions and “brokernon-votes” (as further described in this Proxy Statement under “What happens if I hold my shares through a broker but do not give my broker specific voting instructions?”).

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Questions and Answers About the Annual Meeting and Voting

How do I vote?

		You may vote by proxy or in person at the Annual Meeting
		If you are aholder of record (that is, if your shares are registered in your own name with our transfer agent), we have furnished you with the proxy materials, including a proxy card. You may vote by mail, by telephone, on the Internet, or by attending the Annual Meeting and voting in person, as described below.
		If you hold your shares instreet name (that is, you hold your shares through a broker, bank or other holder of record), please refer to the information on the voting instruction form forwarded to you by your bank, broker or other holder of record to determine which voting options are available to you.
		Vote by Mail
		To vote by mail, simply mark, sign and date the proxy card and return it in the postage-paid envelope provided. If you received an Access Notice, you can vote by mail by requesting paper copies of the Proxy Statement, proxy card and other materials by calling1-800-579-1639, or going towww.proxyvote.com or by sending an email to sendmaterial@proxyvote.com and requesting a proxy card.
		If you request a proxy card bye-mail, please send a blanke-mail to sendmaterial@proxyvote.com with your Control Number in the subject line. Your Control Number can be found in the Access Notice. Upon receipt of your request, the proxy card and printed copies of the Annual Report and other proxy materials will be mailed to you. Upon receipt, simply mark, sign and date your proxy card and return it in the enclosed postagepre-paid envelope.
		If you request printed copies, then in future years, you will continue to receive printed copies of the proxy card and other proxy materials automatically until such time as you mayopt-out of receiving printed copies.
		If you wish to vote by mail, please make your request for paper copies of the proxy card and other proxy materials on or before May 1, 2019.April 28, 2020. Votes by mailed proxy card must be received at CIT Group Inc., c/o Vote Processing, Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by 8:00 a.m., Eastern Daylight Saving Time, on May 14, 2019,12, 2020, the day of the Annual Meeting.
		Vote by Telephone
		You can vote by calling1-800-690-6903. You will need your Control Number, which can be found in the Access Notice. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Saving Time, on May 13, 2019.11, 2020.
		Vote on the Internet
		You can also choose to vote on the Internet by going to www.proxyvote.com.www.proxyvote.com. You will need your Control Number, which can be found in the Access Notice. Use the Internet to transmit your vote up until 11:59 p.m., Eastern Daylight Saving Time, on May 13, 2019.11, 2020.
		Vote at the Annual Meeting
		If you want to vote in person at the Annual Meeting and you are a holder of record, you must register with the Inspector of Election at the Annual Meeting (“Inspector of Election”), and produce valid, government-issued photo identification, such as a driver’s license or passport. If you want to vote in person at the Annual Meeting and you hold your shares in street name, you must obtain an additional proxy from your bank, broker or other holder of record authorizing you to vote. You must bring such proxy to the Annual Meeting, present it to the Inspector of Election, and produce valid, government-issued photo identification, such as a driver’s license or passport.
		As part of our precautions regarding the coronavirus, or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communications. If we take this step, we will announce the decision to do so as promptly as practicable, and will issue a press release with details on how to participate in the Annual Meeting and how to inspect a list of the stockholders of record electronically. The press release will be posted to our websitewww.cit.com/2020proxy and filed with the SEC as additional proxy material.

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Questions and Answers About the Annual Meeting and Voting

What does it mean to give a proxy?

A proxy is your designation of another person to vote stock you own. Your properly completed proxy card will appoint Douglas S. Witte,James R. Hubbard, Shannon Lowry Bender and James P. Shanahan, each of whom is an officer of CIT, as proxies to vote your shares in the manner directed by you. Your proxy card permits you to direct the proxies to vote “for” or “against,” or “abstain” from voting, regarding each of the nominees for director and each of Proposals 2 and 3. All of your shares entitled to vote and represented by a properly completed proxy card received prior to the Annual Meeting and not revoked will be voted at the Annual Meeting in accordance with your instructions.

How many votes will be required to elect directors or to adopt the other proposals?

Because this election is not a contested election, a nominee for director must receive a favorable (i.e., a “for”) vote from a majority of the votes cast at the Annual Meeting in order to be elected. A nominee for director shall be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. “Votes cast” exclude abstentions and “brokernon-votes” (as further described below under “What happens if I hold my shares through a broker but do not give my broker specific voting instructions?”).

The affirmative vote of a majority of the shares present at the Annual Meeting in person or by proxy and entitled to vote is required to: (a) ratify the appointment of CIT’s independent registered public accounting firm (Proposal 2); and (b) approve thenon-binding advisory vote on executive compensation (Proposal 3). Abstentions will not be included in the affirmative vote and thus will have the same effect as a vote “against” each of Proposals 2 and 3. Although the advisory vote on Proposal 3 isnon-binding, as provided by law, the Board will review the result of the vote and may take it into account in considering executive compensation going forward.

Can a director be elected without receiving votes from a majority of the shares outstanding?

Yes. Pursuant to theBy-Laws of CIT(“By-Laws”) and our corporate governance guidelines (“Corporate Governance Guidelines”), if the election of directors is uncontested, meaning that the only nominees are those recommended by the Board, each nominee for director must receive more votes “for” than “against” his or her election. Abstentions and “brokernon-votes” (as further described below under “What happens if I hold my shares through a broker but do not give my broker specific voting instructions?”) are not counted for these purposes. Any nominee who fails to receive the required vote “for” his or her election must promptly tender his or her resignation to the Chairwoman of the Board. If an incumbent director fails to receive the required vote forre-election, the Nominating & Governance Committee of the Board (the “Governance Committee”) will promptly consider the resignation submitted by such director and will recommend to the Board whether to accept such resignation. The Board will act on the recommendation of the Governance Committee no later than 90 days following the date of the Annual Meeting. See “Corporate Governance — Majority Voting for Directors” and “Corporate Governance — Appointment of Directors” in this Proxy Statement.

Under theBy-Laws, a director may be elected by a plurality of the votes cast in a contested election, whereby a stockholder has provided notice of an intention to nominate one or more candidates to compete with the Board’s nominees, in accordance with the requirements of theBy-Laws, and such stockholder has not withdrawn such nomination by the tenth day before we mail our Notice of Annual Meeting. This means that the twelve nominees who receive the most votes “for” would be elected, even if it is less than a majority of the total shares outstanding, and stockholders would not be permitted to vote “against” a nominee.

The election of directors at the Annual Meeting is uncontested.

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Questions and Answers About the Annual Meeting and Voting

Can I change or revoke my proxy?

Yes, you may change your vote or revoke your proxy at any time before it is exercised. To do so, you should:

Written revocations of a prior vote must be sent by mail to CIT’s Corporate Secretary at One CIT Drive, Livingston, NJ 07039, or by delivering a duly executed proxy bearing a later date. If you attend the Annual Meeting and vote in person, your vote will revoke any previously submitted proxy. If you hold your shares in street name, you must contact your broker if you wish to change your vote.

What if I do not return a signed proxy card, or do not return a signed proxy card on a timely basis?

If you are a holder of record and you do not return a signed proxy card to vote shares held in your name, or if your signed proxy card is received by CIT after 8:00 a.m., Eastern Daylight Saving Time, on May 14, 2019,12, 2020, those shares will not be voted. If you vote by telephone or Internet before 11:59 p.m., Eastern Daylight Saving Time, on May 13, 2019,11, 2020, or vote in person at the Annual Meeting, then you do not need to return a signed proxy card, and your shares will be voted as instructed.

What if I return a signed proxy card but do not indicate my vote for one or more of the matters on my proxy card?

If you return a signed proxy card without indicating your vote, your shares will be voted “for” each of the twelve nominees named in “Proposal 1 — Election of Directors”, and “for” Proposals 2 and 3 (except in the case of a “brokernon-vote” as described below under “What happens if I hold my shares through a broker but do not give my broker specific voting instructions?”).

What happens if I hold my shares through a broker but do not give my broker specific voting instructions?

Under New York Stock Exchange (“NYSE”) rules, if you hold your shares in street name with a broker who is a member of the NYSE and do not instruct your broker as to how to vote your shares, your broker can vote your shares on the ratification of the selection of our independent registered public accounting firm (Proposal 2), in your broker’s discretion. Absent specific voting instructions, however, your broker cannot vote on the election of directors (Proposal 1) or thenon-binding advisory vote on executive compensation (Proposal 3), and your proxy would represent shares reflecting a “brokernon-vote” with respect to Proposals 1 and 3.

A “brokernon-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner, or person entitled to vote, and does not have discretionary authority to vote the shares. This could occur on Proposals 1 and 3, but not on Proposal 2.

Shares represented by proxies that reflect a brokernon-vote will, like abstentions, be counted for purposes of determining whether a quorum exists. However, with respect to Proposal 1, abstentions and brokernon-votes will not be considered votes cast, and, therefore will have no effect on whether a director is elected. With respect to Proposal 3, while abstentions will have the same effect as votes cast “against” such Proposal, brokernon-votes will not be counted as entitled to vote on Proposal 3 and thus will have no effect on the outcome of such votes.

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Questions and Answers About the Annual Meeting and Voting

Brokers who are members of the Financial Industry Regulatory Authority may vote shares held by them in nominee name if they are permitted to do so under the rules of any national securities exchange to which they belong. A member broker of the NYSE is prohibited, under NYSE rules, from voting on matters that are not routine if the beneficial owner has not provided the broker with voting instructions.

Why haven’t I received a printed copy of the Proxy Statement, proxy card or Annual Report?

We have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite your receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of proxy materials. On April 4, 2019,2, 2020, we mailed to our stockholders who did not opt out of printed copies an Access Notice containing instructions on how to access our Proxy Statement, proxy card and Annual Report online. If you received such Access Notice by mail, you will not receive a printed copy of the proxy materials, unless you specifically request one no later than May 1, 2019.April 28, 2020. The Access Notice contains instructions on how to receive a paper copy of the Annual Report, proxy card and other proxy materials. If you request a printed copy of the 20192020 proxy materials, you will continue to receive printed proxy materials in future years until such time as you opt out of paper delivery.

What if multiple stockholders share the same address?

SEC rules permit CIT to deliver a single Access Notice or, if a stockholder does not participate in electronic delivery of proxy materials, a single printed copy of the proxy materials, to stockholders who share the same address unless CIT has received contrary instructions from any stockholder at that address. This procedure, known as “householding,” is designed to reduce CIT’s printing costs and postage fees. Each stockholder who participates in householding retains a separate right to vote on all matters presented at the Annual Meeting. If you participate in householding and wish to receive a separate copy of the Access Notice or proxy materials, please call1-866-540-7095 or mail your request to: CIT Group Inc., c/o Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. A separate copy of the Access Notice or proxy materials, as applicable, will be delivered promptly upon request. Any such stockholder may also opt out of householding and continue to receive separate copies of the Access Notice or proxy materials in the future by notifying CIT at the above-referenced address or telephone number. Other stockholders who have multiple accounts in their names or who share an address with other stockholders can request householding by notifying CIT at the above-referenced address or telephone number.

Is this Proxy Statement available on the Internet?

Yes. You can also view this Proxy Statement on the Internet by going to CIT’s website atwww.cit.com/2019proxy.2020proxy. You can elect to receive future proxy statements and annual reports over the Internet instead of receiving paper copies by mail by following the instructions set forth in the Access Notice or as set forth above under “Questions and Answers About the Annual Meeting and Voting — How do I vote?”

Will my vote be confidential?

Yes. We have a policy of confidentiality in the voting of shares. Individual stockholder votes are kept confidential, unless disclosure is: (i) necessary to meet legal requirements or to assert or defend claims for or against CIT, or (ii) made during a contested proxy solicitation, tender offer, or other change of control situations.

What if there is voting on other matters?

OurBy-Laws provide that business may be transacted at the Annual Meeting only if it is (a) stated in the Notice of Annual Meeting, (b) proposed at the direction of our Board or (c) proposed by any CIT stockholder who is entitled

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Questions and Answers About the Annual Meeting and Voting

to vote at the Annual Meeting and who has complied with the notice procedures in ourBy-Laws. We did not receive notice of any stockholder proposals for the Annual Meeting, and we do not know of any other business to be transacted at the Annual Meeting other than the matters described in this Proxy Statement. However, if the Board proposes any other matter proper for action at the Annual Meeting, or should any other matters properly come before the Annual Meeting, the proxies you have authorized to vote on your behalf will vote your shares using their discretion.

What was the deadline for stockholders to notify us of proposals for the Annual Meeting?

The deadline for submitting stockholder proposals for the Annual Meeting for inclusion in the Proxy Statement was November 29, 2018.December 6, 2019. The deadline for submitting stockholder proposals for the Annual Meeting for inclusion on the agenda was February 7, 2019.14, 2020.

What is the deadline for stockholders to notify us of proposals for the 20202021 Annual Meeting of Stockholders?

The deadline for submitting stockholder proposals for the 20202021 annual meeting of stockholders (“20202021 Annual Meeting”) for inclusion in the 20202021 proxy statement is December 6, 2019.3, 2020. The deadline for submitting stockholder proposals for the 20202021 Annual Meeting for inclusion on the agenda is February 14, 2020.11, 2021.

Will a representative of CIT’s independent registered public accounting firm be present at the Annual Meeting?

Yes, a representative of Deloitte will attend the Annual Meeting and can answer questions that you may have. The representative will also have the opportunity to make a statement if Deloitte desires to do so. The Audit Committee has approved the appointment of Deloitte as our independent registered accounting firm and auditors for 2019.2020.

How can I attend the Annual Meeting?

Only stockholders as of the Record Date (or their proxy holders) may attend the Annual Meeting. If you plan to attend the Annual Meeting or appoint someone to attend as your proxy, please check the appropriate box on your proxy card. If you are voting by telephone or Internet, follow the instructions provided to indicate that you or your proxy holder plan to attend. You or your proxy holder will need to show (a) photo identification, and (b) if you hold your shares in street name, proof of ownership as of the Record Date, such as a letter or account statement from your broker or bank, at the reception desk to gain admittance to the Annual Meeting.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy remains valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Do any stockholders beneficially own more than 5% of our common stock?

According to public filings made with the SEC on or before February 14, 2019,2020, there were five stockholders that beneficially owned more than 5% of our common stock as of December 31, 2018:stock: BlackRock, Inc., The Vanguard Group, First Pacific Advisors, LP, Franklin Mutual Advisers, LLC, Capital World Investors, and BlackRock, Inc.Franklin Mutual Advisers, LLC. See “Security Ownership of Certain Beneficial Owners and Management — Security Ownership of Certain Beneficial Owners” in this Proxy Statement.

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Questions and Answers About the Annual Meeting and Voting

How can I review the list of stockholders eligible to vote?

A list of stockholders as of the Record Date will be available at our offices at both 11 West 42nd Street, New York, NY 10036 and One CIT Drive, Livingston, NJ 07039 from May 3, 2019,1, 2020 to the date of the Annual Meeting for inspection and review by any stockholder during regular business hours. We will also make the list available at the Annual Meeting.

In the event that the Annual Meeting is held solely by means of remote communications in light of the coronavirus, or COVID-19, we will announce the decision to do so as promptly as practicable, and will issue a press release that will include details on how to inspect a list of the stockholders of record electronically. The press release will be posted to our websitewww.cit.com/2020proxy and filed with the SEC as additional proxy material.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the Inspector of Election and published in CIT’s Current Report on Form8-K, which CIT is required to file with the SEC within four business days after the date of the Annual Meeting.

Who will pay the expenses incurred in connection with the solicitation of my vote?

CIT pays the cost of preparing proxy materials and of soliciting your vote. Proxies may be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person.

We have retained D.F. King & Co., Inc. to assist us in this proxy solicitation, and we anticipate that their fees will be approximately $18,000. We also may pay brokers, nominees, fiduciaries, and other custodians their reasonable fees and expenses for sending proxy materials to beneficial owners and obtaining their instructions.

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Directors

General Information

CIT is pleased to propose 12 director nominees for election at the Annual Meeting, each of which is standing forre-election. The nominees consist of a diverse group of professionals in their respective fields, many of whom have or have had senior leadership experience at banks, financial institutions and other business, academic and governmental organizations. In these positions, they have gained expertise in strategic and financial planning, regulatory and banking matters, financial reporting, corporate governance, risk management and leadership development, technology services, cybersecurity and mergers &and acquisitions. Several of the current directors also have a longstanding knowledge andin-depth understanding of our businesses, products, and services. The biographies below describe the skills, qualifications, attributes and experiences of each of the nominees that were considered by the Board in determining that it was appropriate to nominate these directors.

The Governance Committee and the Board believe the skills, qualities, and experience of our directors provide CIT with a diverse range of perspectives and backgrounds to engage each other and management to effectively address CIT’s needs and represent the best interests of CIT’s stockholders.

CIT’s directors are elected on an annual basis, and each nominee who is elected at the Annual Meeting will hold office until the 20202021 Annual Meeting and until his or her successor is elected and qualified, or until the director’s earlier death, resignation or removal.

During 2018,2019, our Board met 1213 times. The number of 20182019 meetings for each committee of the Board (each, a “Board Committee”) is disclosed in “Corporate Governance — Board Committees” in this Proxy Statement. During 2018,2019, all of the nominees listed below attended at least 75% of the aggregate of the total number of meetings of the Board and of any Board Committees on which he or she served that were held during his or her period of service on the Board and applicable Board Committees. Our Corporate Governance Guidelines provide that directors are expected to attend the Annual Meeting. Each of the nominees listed below attended our 20182019 annual meeting of stockholders.

Board Evaluation

RegularThe Board completes an annual self-evaluation as part of its process to ensure an effectivethat the Board is another important responsibility of the directors.functioning effectively. The Corporate Governance Guidelines provide that the Board undertake a performance evaluation every year, overseen by the Governance Committee. In practice, each year, each director completes a questionnaire reflecting his or her assessment of the effectiveness of the Board and the Board Committees on which he or she serves. Although the specific questions may vary from year to year, the topics generally include the substance and efficiency of Board and Board Committee meetings and materials, utilization of skills and committee appointments, skills and experience needed for the Board, and Board engagement and interaction. The General Counsel confidentially summarizes the directors’ responses for review by the Governance Committee, the Board and the Board Committees. The Board and Board Committees review the summary in executive session and consider what actions, if any, to take as a result.

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Directors

Nominees

The information below includes each nominee’s age and business experience during at least the past five years. CIT knows of no family relationships among the nominees or between any nominee and an executive officer of CIT. Certain directors may also be directors or trustees of privately held businesses ornot-for-profit entities that may not be referred to below. With the exception of Ms. Alemany, all of the nominees are independent of management.

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Directors

						Ellen R. Alemany,Age: 6364
						Board Committees: •  N/A   Director Since: January 2014   Chief Executive Officer Since: April 2016   Chairwoman Since: May 2016		Other Public Directorships: •  Fidelity National Information Services, Inc.   Prior Senior Leadership Positions: •  Chairman and Chief Executive Officer of RBS Citizens Financial Group, Inc. •  Head of Americas at The Royal Bank of Scotland Group plc •  Chief Executive Officer for Global Transaction Services at Citigroup •  First District Representative — Federal Advisory Council •  Board Member — Financial Services Roundtable •  Board Member — The Clearing House Payments Company
						Ms. Alemany has served as a director of CIT since January 2014 and of CIT Bank, N.A. since August 2015. She was named Chief Executive Officer of CIT in April 2016 and became Chairwoman a month later in May 2016. She also leads the principal bank subsidiary, CIT Bank N.A., as its Chairwoman and Chief Executive
Officer. Prior to joining CIT, Ms. Alemany was the Head of RBS Americas, the management structure that
oversees The Royal Bank of Scotland’s businesses in the Americas, and Chief Executive Officer of RBS Citizens Financial Group, Inc., an RBS subsidiary, until she retired in September 2013. She joined RBS as the Head of RBS Americas in June 2007, and was named to the additional role of Chief Executive Officer of RBS Citizens Financial Group, Inc., a bank holding company, in March 2008. She was also appointed the Chairman of RBS Citizens Financial Group, Inc. in March 2009. Ms. Alemany joined RBS from Citigroup, where she served as the Chief Executive Officer for Global Transaction Services from February 2006 until April 2007. Ms. Alemany joined Citigroup in 1987, and held a number of senior positions during her tenure, including Executive Vice President for the Commercial Business Group from March 2003 until January 2006, and also CitiCapital, where she served as President and Chief Executive Officer from September 2001 until January 2006. Prior to being appointed Executive Vice President for the Commercial Business Group in 2003, Ms. Alemany also held a number of executive positions in Citigroup’s Global Corporate Bank. Ms. Alemany served on the Board of Directors of Automatic Data Processing, Inc. from 2011 until 2016 and has served on the Board of Directors of Fidelity National Information Services, Inc. since July 2014, and2014. Ms. Alemany also currently serves as a member of The Center for Discovery board, Operation HOPE board, The Partnership for New York City board, and a member of the advisory board of the Mayor’s Fund to Advance New York City.City and a member of the Board of Trustees for the Conference Board.
Qualifications: Ms. Alemany brings a wealth of managerial and operational expertise to our Board with over 36 years of management experience in banking and financial services, including chief executive experience with a large, multinational commercial bank, as well as global financial management and regulatory experience and a proven track record of achievement and leadership.

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Directors

						Michael A. Carpenter,Age: 7273
						Board Committees: •  Compensation •  Risk Management   Director Since: May 2016		Other Public Directorships: •  AutoWeb, Inc.   Senior Leadership Positions: •  Director of CIT Bank, N.A.		Prior Senior Leadership Positions: •  Chief Executive Officer of Ally Financial, Inc. •  Chairman and Chief Executive Officer of Citigroup Alternative Investments •  Chairman and Chief Executive Officer of Citigroup Global Corporate and Investment Bank •  Chief Executive Officer of Salomon Smith Barney Inc. •  Vice Chairman of Travelers Group Inc. •  Chairman, President and CEO of Kidder Peabody Group Inc. •  Vice President and Director, Boston Consulting Group
						Mr. Carpenter has served as a director of CIT and of CIT Bank, N.A. since May 2016 He served as Chief Executive Officer of Ally Financial, Inc. from November 2009 to February 2015 and as a member of its Board of Directors from May 2009 to February 2015. Mr. Carpenter previously served on the CIT Board in
2009, a position he left to become Chief Executive Officer of Ally Financial, Inc. From 2002 to 2006, he was Chairman and Chief Executive Officer of Citigroup Alternative Investments overseeing $60 billion of proprietary capital and customer funds globally. From 1998 to 2002, Mr. Carpenter was Chairman and Chief Executive Officer of Citigroup’s Global Corporate & Investment Bank with responsibility for Salomon Smith Barney Inc. and Citibank’s corporate banking activities globally. Prior to Citigroup, he was Chairman and CEO of Travelers Life & Annuity and Vice Chairman of Travelers Group Inc. From 1989 to 1994, he was Chairman of the Board, President, and CEO of Kidder Peabody Group Inc., a wholly owned subsidiary of General Electric Company. From 1986 to 1989, he was Executive Vice president of GE Capital Corporation and he joined GE in 1983 as Vice President of Corporate Business Development and Planning. Earlier in his career, Mr. Carpenter spent nine years as Vice President and Director of the Boston Consulting Group and three years with Imperial Chemical Industries of the United Kingdom. Mr. Carpenter received a Bachelor of Science degree from the University of Nottingham, England, and an MBA from Harvard Business School. He also holds an honorary degree of Doctor of Laws from the University of Nottingham. He serves on the boards of AutoWeb, Inc., Rewards Network, Client 4 Life Group, Validity Capital and as Chairman of Law Finance Group. Mr. Carpenter also serves as Chairman of the Board of Year Up South Florida, anot-for profit offering urban students a pathway to success. Mr. Carpenter has previously served as a board member of the New York Stock Exchange, General Signal, Loews Cineplex, New York City Investment Fund, U.S. Retirement Partners and various other private and public companies.
Qualifications:Mr. Carpenter provides the Board with experience in executive management, finance, asset management and restructurings, expertise in capital markets and capital management, key areas for certain of CIT’s businesses. His experience as Chief Executive Officer of major financial services companies provides the Board with invaluable executive management experience.

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Directors

						Alan Frank,Age: 6768
						Board Committees: •  Audit Committee (Chair)   Director Since: August 2015		Other Public Directorships: •  None		Senior Leadership Positions: •  Director of CIT Bank, N.A.   Prior Senior Leadership Positions: •  Director of OneWest Bank N.A. •  Partner of Deloitte & Touche LLP •  Director of IMB Holdco LLC
						Mr. Frank has served as a director of CIT and of CIT Bank, N.A. since August 2015. He also served as a director of OneWest Bank N.A. from 2014 to 2015, prior to its merger with CIT Bank. Mr. Frank spent 40 years with Deloitte & Touche LLP and retired in December 2012. With Deloitte & Touche, he led audit service teams from 1983 to 2012 and he led the Southern California consumer business and middle market audit practices from 1986 through 2010. Mr. Frank has significant experience with mergers and acquisitions, financial reporting matters, initial public offerings, and high growth companies. Mr. Frank graduated
from the University of Southern California with a Bachelor of Science Degree.
Qualifications: Mr. Frank provides the Board with over 40 years of experience in external audit matters as a partner of a nationally recognized accounting firm.

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Directors

						R. Brad Oates,Age: 6566
						Board Committees: •  Compensation (Chair) •  Risk Management   Director Since: December 2009		Other Public Directorships: •  None		Senior Leadership Positions: •  Chairman and Managing Partner of Stone Advisors, LP •  Director of CIT Bank, N.A.   Prior Senior Leadership Positions: •  Vice Chairman, of the Board of Directors of NFC Global, LLC • President and Chief Operating Officer of Bluebonnet Savings Bank, FSB •  Chairman, NFC Global, LLC •President, Lexis Nexis Risk Solutions Group •  Chairman, eBureau Data AnalyticsTexas Savings & Community Bankers
						Mr. Oates has served as a director of CIT since December 2009 and of CIT Bank, N.A. since August 2015. He currently serves as Chairman and Managing Partner of Stone Advisors, LP, a strategic advisory firm,
which is currentlyhas been engaged as a contractor by the Federal Deposit Insurance Corporation (“FDIC”) to assist in resolving failed and troubled bank receiverships.situations. Prior to joining Stone Advisors, Mr. Oates served from 1988 until 2003 as Vice Chairman, President and Chief Operating Officer of Bluebonnet Savings Bank FSB, responsible for bank operations and strategic planning in a bank turnaround situation,
and as Executive Vice President of Stone Holdings, Inc., thea bank holding company for Bluebonnet Savings Bank and a private investment company specializing in banking, information services, risk management, and emerging information technologies. Mr. Oates currently serves, or during the preceding five years served, as Chairman of the Board of Directors of Stone AdvisoryAdvisors Holdings, LLC. Mr. Oates also consults withadvises organizations seeking to increase their “Governance Capital.” He has written numerous corporate governance articles and is a guest lecturer on corporatestakeholder governance and business ethics. Mr. Oates is a former Chairmanprofessional football player in the NFL, and Director of the Texas Savings and Community Bankers Association.authored, “What Corporate America Can Learn About ‘Self-Governance’ From Championship Teams.” He is an Advisory Director to the Institute for Excellence in Corporate Governance at the University of Texas-Dallas,Co-Chair of the Wheatley Ethics Advisory Council at Brigham Young University, and holds an Executive Masters Professional Director Certification, conferred by the American College of Corporate Directors, a professional director-credentialing organization for public company directors. Mr. Oates has been involved in the financial services industry for approximately 3035 years, principally as a senior executive officer and director, with a particular expertise in bank cyber risk governance. He is the author of, “Cyber Crime: How Technology Makes It Easy and What To Do About It.” (2001)

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Directors

						Vice Admiral John R. Ryan, USN (Ret.),Age: 7374
						Board Committees: •  Compensation •  Risk Management   Director Since: July 2003   Lead Director Since: May 2008		Other Public Directorships: •  Barnes & Noble Education, Inc.		Senior Leadership Positions: •  President and Chief Executive Officer of the Center for Creative Leadership   Prior Senior Leadership Positions: •  Director of Cablevision Systems Corporation •  Chancellor of the State University of New York •  President of the State University of New York Maritime College •  Superintendent of the U.S. Naval Academy •  Commander of the Fleet Air Mediterranean, U.S. Navy •  Commander of the Patrol Wings for the U.S. Pacific Fleet, U.S. Navy •  Director of Logistics for the U.S. Pacific Command, U.S. Navy
						Vice Admiral Ryan has served as a director of CIT since July 2003 and was appointed lead director (“Lead Director ”) by the Board in May 2008. He has been President and Chief Executive Officer of the Center for
Creative Leadership in Greensboro, North Carolina since May 2007. Previously, Mr. Ryan served as Chancellor of the State University of New York from June 2005 to June 2007. Mr. Ryan also served as President of the State University of New York Maritime College from June 2002 until June 2005 while also serving as the Interim President of the State University of New York at Albany from February 2004 until February 2005. From 1998 to 2002, Mr. Ryan was Superintendent of the U.S. Naval Academy, Annapolis, Maryland. Mr. Ryan served in the U.S. Navy from 1967 to July 2002, including as Commander of the Fleet Air Mediterranean in Naples, Italy from 1995 to 1998, Commander of the Patrol Wings for the U.S. Pacific Fleet in Pearl Harbor from 1993 to 1995, and Director of Logistics for the U.S. Pacific Command in Aiea, Hawaii from 1991 to 1993. Mr. Ryan currently serves as Lead Director and member of the Compensation Committee and Chair of the Corporate Governance & Nominating Committee of Barnes & Noble Education, Inc., and has previously served as a Director and member of the Audit Committee of Cablevision Systems Corporation.

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Directors

						Khanh T. Tran,Age: 6263
						Board Committees: •  Risk Management   Director Since: July 2017		Other Public Directorships: •  None		Senior Leadership Positions: •  President and Chief Executive Officer of Aviation Capital Group •  Director of Aviation Capital Group • Director of CIT Bank, N.A. •  Board of Counselors Argyros School of Business and Economics, Chapman University •  Co-Chairman  Founder and Chairman Orange County Chapter—Chapter of AscendPan-Asian Leaders   Prior Senior Leadership Positions: •  Various Leadership Positions with Pacific Life Insurance Company, including President, Chief Investment Officer, Chief Financial Officer, Vice President of Corporate Development and Treasurer
Mr. Tran has served as a director of CIT and of CIT Bank, N.A. since July 2017. He currently serves as President and Chief Executive Officer and Director of Aviation Capital Group, a full-service aircraft leasing and asset management company that is 75.5%company; which became wholly owned by Tokyo Century Corporation in December of 2019. Prior to the 2019 buyout, Mr. Tran had been with Pacific Life Insurance Company. Mr. Tran has been with Pacific LifeCompany for 25 years, serving as its President, Chief Investment Officer, Chief Financial Officer, Vice President of Corporate Development and Treasurer during his tenure. Before joining Pacific Life in 1990, Mr. Tran held financial positions at The Vons Companies, Inc., a supermarket retailer in Southern California, and The Flying Tiger Line, Inc., then the world’s largest global airfreight company that was acquired by Federal Express in 1988. He started his career at United California Bank in 1980. Mr. Tran received his Master of Business Administration in Finance and Marketing from the University of California Los Angeles and Bachelor of Arts in Economics and Political Science from Whittier College. He has previously served as a Director of Pacific Mutual Holding Company, Pacific LifeCorp., Pacific Life, Chairman of College Savings Bank, and Pacific Life’s other various subsidiaries. He also served on the board of Asset Management Finance Corp. (acquired by Credit Suisse), Prandium, Inc. (OTC), and Scottish Re Group (NYSE).

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Directors

Director Qualifications and Experience

The table below includes the qualifications and experience of each director that assisted the Board in determining the directors are qualified to serve on the Board and that the Board is composed of directors with diverse backgrounds and experiences.

Summary ofDirectorQualificationsand ExperienceEllenAlemanyMichaelBrosnanMichaelCarpenterDoreneDominguezAlanFrankWilliamFreemanR. BradOatesGeraldRosenfeldJohnRyanSheilaStampsKhanhT. TranLauraUnger Leadership / BusinessManagement Accounting / Finance& Capital Allocation Banking Expertise CorporateGovernance Government /Regulatory Investor /ShareholderPerspective Marketing Regional Expertise inRelevant GeographicMarkets Risk ManagementTechnology Services and Cybersecurity Mergers and Acquisitions

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Corporate Governance

CIT is committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values promote long-term performance and reevaluates our governance policies on an ongoing basis to ensure they sufficiently meet CIT’s needs and our stockholders’ interests. Listed below are some of theour significant corporate governance practices and policies we have adopted.policies.

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Corporate Governance

Additional information is provided below regarding these and certain other key corporate governance policies which we believe enable us to manage our business in accordance with the highest standards of business practices and in the best interests of our stockholders. CIT’s Board established the Corporate Governance Guidelines to further its long-standing objective of providing effective governance of CIT for the long-term benefit of CIT’s shareholders. The Board regularly reviews and revises the Corporate Governance Guidelines to ensure they continue to reflect best practices. Investors can find a copy of CIT’s Corporate Governance Guidelines and other governance policies on our website athttps://www.cit.com/about/us/governance/. InformationThe Corporate Governance Guidelines and information contained on the CIT website doesare not incorporated by reference in, and do not constitute part of, this Proxy Statement.

Director Independence

Our Corporate Governance Guidelines require that a substantial majority of the Board be composed of directors who meet the independence criteria established by the NYSE. The Board consists of 12 directors, 11 of whom are independent. All committee chairs and members have been evaluated and determined to be independent. All directors are required to stand for election each year, providing our shareholders with frequent opportunities to express their views on each director’s individual performance. CIT’s management team benefits from engaged Board members who have experience managing a broad range of organizations in both the public and private sectors.

For a director to be considered independent, the Board must affirmatively determine that neither the director nor any of such director’s immediate family has a material relationship with CIT (either directly, or as a partner, stockholder, or officer of an organization that has a relationship with CIT). In making its determination, the Board considers all relevant facts and circumstances, both with respect to the director and with respect to any persons or organizations with which the director has an affiliation, including immediate family members. The Board also considers the specific independence criteria for directors as defined by the NYSE.

In furtherance of our Board’s commitment to maintain the independence of our independent directors, the Board implemented a charitable contributions policy. The policy requires that if any charitable contribution proposed to be made by CIT to an organization in which a director is affiliated exceeds the lesser of (i) $25,000, or (ii) 2% of the charitable organization’s most recently reported annual consolidated gross revenues, such contribution is subject to the approval of the Governance Committee. In determining whether to approve any such contribution, the Governance Committee considers whether the donation would impair the director’s independence.

Based on the foregoing considerations, the Board has determined that, except for Ms. Alemany, our Chairwoman and CEO, all of CIT’s directors are independent and each of the Board Committees is composed solely of independent directors. In making this determination, the Board considered the transactions described below under the heading “Related Person Transactions Policy”.

Director Tenure

The average tenure of CIT’s directors is six years, with more than half of the director nominees having a tenure of less than 10 years. Current tenure lengths among our directors are varied, with five seasoned directors having a tenure of 10 years or longer, fivemid-tenured directors having a tenure of four to six years, and two newer directors having a tenure of approximately three years or less. The Governance Committee, which is responsible for nominating individuals to the Board, considers tenure, among other factors, when making its determinations.

The Governance Committee believes that our longer-tenured directors have vital experience and knowledge of CIT that provide the Board with a better understanding of CIT’s business and operations. This experience continues to create long-term value for the Board and our stockholders, particularly when balanced with the unique skills, views and experiences of newer directors.

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Corporate Governance

Related Person Transactions Policy

The Board has adopted a “Related Person Transactions Policy” for the review and approval of “related person transactions,” which is defined under such policy as any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which CIT was or is to be a participant, the amount involved exceeds or is expected to exceed $120,000 in a single calendar year, and an executive officer, director, director nominee, or a 5% beneficial owner of any class of CIT’s voting securities (or any of their respective immediate family members) had or will have a direct or indirect material interest, other than the following:

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Corporate Governance

Appointment of Directors

All of CIT’s twelve nominees for director are standing forre-election. For more information, see “Directors — Nominees”.

Diversity of Directors

Under our Corporate Governance Guidelines, the Board has adopted a diversity policy and seeks diversity in its members with respect to background, skills and expertise, industry knowledge, and experience. Our Corporate Governance Guidelines set forth general criteria for nomination andre-nomination to the Board, including:

When considering directors forre-nomination, the Governance Committee also considers attendance, preparedness, participation and candor.

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Corporate Governance

The Board will act on the recommendation of the Governance Committee no later than 90 days following the date of the meeting of stockholders at which the election occurred. The Board will review the factors considered by the Governance Committee and such other information and factors as the Board deems relevant. We will promptly disclose the Board’s decision whether to accept the resignation as tendered, and provide a full explanation of the process by which the decision was reached and, if applicable, the reasons the Board rejected the tendered resignation, in a Current Report on Form8-K filed with the SEC.

If one or more directors’ resignations are accepted by the Board, the Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

Board Leadership Structure

Effective April 1, 2016, Ellen R. Alemany assumed the role of Chief Executive Officer and effective May 10, 2016, Ms. Alemany assumed the role of Chairwoman. Therefore, as of and since May 10, 2016, the positions of Chief Executive Officer and Chairwoman were held by one person, Ellen R. Alemany. In deciding to continue CIT’s practice of combining the Chief Executive Officer and Chairwoman positions, the primary factors considered by the Board were the importance of a unified strategic and operating focus, the benefits of clarity in the management structure of the organization, and the need for consistent communications to stockholders, customers, regulators and other constituencies. This structure also best assures that Ms. Alemany will be able to use herin-depth knowledge and perspective gained from running CIT to effectively and efficiently guide our Board. By being closely connected with both CIT’s senior level managers and the Board, Ms. Alemany is better able to appreciate and balance the perspectives of both groups.

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Corporate Governance

The Board’s Role in Risk Oversight

TheIn light of CIT’s evolving business and strategic direction, the Board believes that evaluating how CIT’s executive team manages the various risks confronting CIT is one of the most important areas of its oversight responsibilities and that effectively balancing risk and return is critical to the long-term success of CIT. CIT has a comprehensive enterprise risk management program that governs the policies and procedures used by management to monitor, evaluate and manage the risks we assume in conducting our business activities. Our Board’s oversight of this risk management process is conducted primarily by our Audit Committee and our Risk Management Committee; however, each of the other Board Committees also considers risk within its area of responsibility. The following describes some of the risks overseen by the Board Committees.

Audit Committee

The duties of the Audit Committee include reviewing and discussing with the appropriate members of management CIT’s major financial risk exposures, including interest rate, liquidity, foreign currency exposure, cash investment, funding, swap- counterparty, and asset-liability management risks, as well as overseeing CIT’s internal controls over financial reporting. In addition, the Audit Committee is responsible for the oversight of, and receives regular reports regarding, CIT’s internal audit and compliance functions and risks related to litigation, compliance and legal matters as well as enterprise, operations and market risks. The Audit Committee and Risk Management Committee meet together quarterly in joint sessions to ensure appropriate communications regarding areas of overlap in overseeing risk.

Risk Management Committee

The duties of the Risk Management Committee include overseeing CIT’s risk management functions and processes, including (a) reviewing and recommending to the Board an annual risk appetite statement, and reviewing management’s risk appetite limits report to confirm that CIT is operating within its risk appetite statement, (b) ensuring that management has established processes and an enterprise risk management framework and governance structures designed to identify, bring to the Board’s and/or the Risk Management Committee’s attention, and appropriately manage, monitor, control and report exposures to the major risks affecting CIT, including risk management deficiencies and the timely implementation of corrective actions to

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Corporate Governance

overseeing CIT’s Political Contributions Policy and lobbying practices, and adopting prudent governance policies. For more information, see “Corporate Governance” above for a list of significant corporate governance practices and policies.

Cybersecurity

In addition to the risks described above, the Board is also actively involved in oversight of CIT’s cybersecurity risks. In recent years, a number of highly-publicized data breaches and other cybersecurity attacks have demonstrated that cybersecurity events can lead to significant financial losses and reputational harm to the breached company. Information security, including cybersecurity, is a high priority for CIT and the Board, and CIT continues to develop policies and technology to protect both CIT’s and its clients’ information from cyberattacks or other corruption or loss. The Risk Management Committee oversees CIT’s technology and cybersecurity risks.

CIT has implemented an Information Risk Group (“IRG”) that oversees the Chief Information Security Officer (“CISO”), who is responsible for developing, implementing, and maintaining an effective information security program. The IRG is responsible for the ongoing monitoring, testing, and measurement of effectiveness of CIT’s information security program and business continuity program. In addition, CIT has adopted the Federal Financial Institutions Examination Council’s Cybersecurity Assessment framework for the identification of inherent cybersecurity risk, measurement of cybersecurity maturity based on the risk profile of the Company, management and deployment of cybersecurity controls, and is an active participant in the Financial Services Information Sharing and Analysis Center.

The Board actively oversees the CIT’s efforts to maintain and enhance its operations resilience, and regularly reviews CIT’s cybersecurity practices. Through its committees, the Board reviews and approves information security policies and programs, including those relating to cybersecurity, security risk assessment, security strategies, disaster recovery, business continuity and incident response plans, and is briefed at least on a quarterly basis on information security matters. The CISO conducts training and awareness programs for the Board to ensure that the Board remains aware and informed on information security incidents and response plans.

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Executive Vice President of Real Estate Finance since November 2011. Previously, Mr. Galligan served as Managing Director and Head of U.S. Property Finance for Bank of Ireland where, under his leadership, his team negotiated and closed more than 30 transactions totaling $2 billion. Before joining Bank of Ireland, he served as Executive Vice President for Real Estate Capital Markets at DebtX. He has also worked for Fleet Boston Financial, Bank of Boston and Chase Manhattan in executive level positions in credit, real estate lending, debt distribution and capital markets. Mr. Galligan sits on the Commercial Real Estate Board of Governors for the Mortgage Bankers Association. Mr. Galligan received a BA in Economics/Accounting from the College of the Holy Cross and an MBA in Finance from the New York University Graduate School of Business Administration.Officers

Marisa J. Harney has served as Executive Vice President and Chief Credit Officer since May 2018 and as Chief Credit Officer since December 2016. Prior to joining CIT, Ms. Harney served as Chief Risk Officer, GE Capital Americas, with oversight of all risk activities, and as an officer of GE from August 2013 until June 2016. She served as Head of Corporate Credit Risk of the Americas for Bank of America after performing in various roles of increasing responsibility in both the credit and risk departments. Before Bank of America, she served as Unit Head for Chemical Bank’s and CIBC World Markets’ Media & Telecom groups and as a Senior Credit Executive for Credit Suisse First Boston. Ms. Harney holds an MBA from the New York University Stern School of Business and a bachelor’s degree in finance from Fordham University.

James R. Hubbard became Executive Vice President, General Counsel and Corporate Secretary on March 18, 2019. He is responsible for overseeing all legal, corporate governance, and insurance risk management for CIT. Mr. Hubbard previously served as Executive Vice President, General Counsel and Secretary of TIAA, FSB from June 2017 and its predecessor, Everbank Financial Corp., from August 2015 to June 2017. Prior to joining Everbank, Mr. Hubbard was Senior Vice President and Chief Legal Officer of Fifth Third Bancorp from February 2010 to August 2015 and served in various other positions at Fifth Third beginning in 1992. Prior to joining Fifth Third, Mr. Hubbard was with the law firms Frost Brown Todd LLC and Kaye Scholer LLP. Mr. Hubbard received a B.A. from Colgate University and a J.D. from the University of Cincinnati College of Law.

James L. Hudak has served as President of CIT Commercial Finance since December 2015. Prior to that, he served as President andCo-Head of Corporate Finance since October 2008. Previously, Mr. Hudak was President of CIT’s Communications, Media and Entertainment business since 2001. In 1994, heco-founded the Telecom Financing Group at AT&T Capital, a predecessor of CIT. Mr. Hudak originally joined AT&T Capital in 1991 in its Capital Markets Division, focusing on large project financings and leveraged leases. He started his career at Philadelphia National Bank, completing a formal bank training program and initially concentrated on commercial real estate projects, and thereafter had roles at both Merrill Lynch and Citibank, where he worked in the Leveraged Finance division. Mr. Hudak received a Bachelor of Arts from Bucknell University and an MBA from Cornell University. He is a former officer in the U.S. Army and Army Reserves.

Michael S. Jones, has served as President of CIT Business Capital since January 2018. He is responsible for CIT’s Direct Capital, Capital Equipment Finance, Equipment Finance, and Lender Finance businesses. Mr. Jones has served as Managing Director, Business Capital of CIT since 2016. Prior to that Mr. Jones served as Senior Vice President, Managing Director Vendor Equipment Finance for EverBank Equipment Finance from 2009 to 2016 and as a Director from 2004 to 2008. Mr. Jones also held management positions with US Bank Equipment Finance, JB Acquisition/USA Inc., and Sunoco Oil Company. He has also held the office of Executive Officer, Platoon Leader (Ranger) for the United States Army. Mr. Jones holds a Bachelor of Science degree in Accounting from Widener University.

Jeffrey Lytle, has served asPresident of CIT Rail Finance since April 2018. He is responsible for all of CIT’s Rail operations, which include offering customized leasing and financing solutions and managing a diversified fleet of railcars to freight shippers and carriers. Mr. Lytle joined CIT in August 2005 and most recently served as Senior Vice President, Rail Finance. Previously Mr. Lytle was employed by General Electric Company, Equipment

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Executive Officers

positions at General Motors in the areas of financial and corporate communications, marketing communications, and product publicity. She chairs the Northeast board for the nonprofit Operation HOPE, which is focused on advancing financial dignity and inclusion.creating influencer programs. Ms. Proia was recognized on PR Week’s 40 Under 40 List and received the Aiming High Award from Legal Momentum, the Women’s Legal Defense and Education Fund, which recognizes the accomplishments of women in business. In 2018 she completed the David Rockefeller Fellows program.

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Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The following table shows the name and address of each person or company that was known to CIT thatat the close of business on February 14, 2020 to beneficially ownsown more than 5% of any class of voting stock. Information in this table is as of December 31, 2018, based upon reports on Schedule 13G filed with the SEC on or before February 14, 2019.