LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

March 9, 20188, 2019

Dear Stockholder,

We recently completed our thirdfourth year as an an independent, publicly traded company with strong overall performance and I amgood 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 pleased to invite you to attend our annual meeting of stockholders to be held on Thursday, April 26, 2018,25, 2019, at 9:00 a.m. Eastern Time, at our headquarters located at One Citizens Plaza, Providence, Rhode Island 02903. You’ll find the matters scheduled for consideration at the meeting described in detail in the following 20182019 Notice of Annual Meeting of Stockholders and Proxy Statement. If you owned shares of our stock as of March 2, 2018,February 28, 2019, we encourage you to vote 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 and we will ask you to sign an admittance card and present valid photo identification. If you held your shares in a brokerage account please be sure to bring a copy of a brokerage statement that shows you held shares as of March 2, 2018.February 28, 2019. If you are the legal representative of a stockholder, please also bring proof thereof. Cameras and recording devices will not be permitted at the meeting.

We furnish our proxy materials to stockholders on the internet 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. You will receive a notice with instructions for accessing the proxy materials and voting via the Internet in addition to information about how to obtain paper copies of our proxy materials if you would prefer.

Your vote is important and whether or not you plan to attend the meeting, we encourage you to access electronic voting via the Internet or utilize the automated telephone voting feature as described on your enclosed proxy card, or you may sign, date and return the proxy card in the envelope provided. You may also vote in person if you plan to attend the annual meeting.

On behalfFinally, 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 board of directors, wejourney to sustainable growth since becoming a public company in 2014.

We thank you for your support of Citizens Financial Group, Inc.

HOW TOVOTE

Stockholders of record may vote by using the Internet, ortelephone, by mail (if you received a proxy card by mail) by mailor 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 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.

Thenomineesfordirector all currently serve on our Board and are asfollows:

Webelievethatourdirectorsrepresent anappropriate and diverse mixofexperience andskills relevanttothesizeandnatureofourbusiness. 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.

PERFORMANCE HIGHLIGHTS – OUR JOURNEY TO SUSTAINABLE GROWTH

Prior to our initial public offering (“IPO”) in September 2014 and subsequent separation from The Royal Bank of Scotland Group plc, our performance was well-behindhad fallen behind peers given balance sheet shrinkage and there had been underinvestment in strategic initiatives, technology and talent over a number of years.  With the onboarding of Bruce Van Saun as our chief executive officer in October 2013, we outlined an aggressive turnaround plan focused on investing in infrastructure, products and talent, growing revenue and managing expenses in preparation for and following our initial public offering.

Over the past threefour years, we have executed well onaddressed many of the challenges we faced at our turnaroundIPO 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 1418 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-performingIn addition, 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%

Generated net income available to common stockholders of $1.7 billion, up 3% from 2017 Year-end Strategic Achievementsand net income available to common stockholders on an Underlying basis* of $1.7 billion, up 32%

Grew diluted earnings per common share of $3.52 by 8% from 2017 and Underlying* diluted earnings per common share of $3.56 by 38%

Revenue growth of 7% versus prior year, or 8% on an Underlying basis* with just 4% expense growth

Positive operating leverage helped drive improvement in the efficiency ratio of 181 basis points from prior year and 183 basis points on an Underlying basis*

Achieved 14.1% ROTCE in the fourth quarter on an Underlying basis*. Full Year 2018 ROTCE improved by 59 basis points from prior year and 327 basis points on an Underlying basis*

We returned $1.5 billion to common stockholders in 2018, including dividends and share repurchases, up 31% from 2017

 

	IPO-based medium-term targets				2017 GAAP results				2017 Underlying results*					4Q17 GAAP results				4Q17 Underlying results*				GAAP improvement since 3Q13				Underlying improvement since 3Q13*
ROTCE*		10.0%				12.3%				9.8%					19.9	%			10.4%				15.6%				6.1%
ROTA*	1.0%+					1.2%				0.9%					1.8	%			1.0%				1.3%				0.4%
Efficiency ratio*	~60.0%					60.9%				60.0%					60.5	%			58.5%				8.0%				10.0%

Strong CET1 ratio of 10.6% allows for attractive loan growth and continued capital returns to stockholders

 

•	Generated net income available to common stockholders of $1.6 billion, up 59% from 2016 and Adjusted/Underlying basis* net income available to common stockholders of $1.3 billion, up 28%		•	Improved ROTCE by 461 basis points from prior year and 219 basis points on an Adjusted/Underlying basis*
•	Grew diluted earnings per common share of $3.25 by 65% from 2016 and Adjusted/Underlying basis* diluted earnings per common share of $2.58 by 34%		•	We returned $1.1 billion to common stockholders in 2017, including dividends and share repurchases, up 70% from 2016
•	Revenue growth of 9% versus prior year, or 10% on an Adjusted/Underlying basis* with expense growth of just 4%, or 3% on an Adjusted/Underlying basis*		•	Strong CET1 ratio of 11.2% allows for attractive loan growth and continued capital returns to stockholders
•	Positive operating leverage helped drive improvement in the efficiency ratio of 293 basis points from prior year and 396 basis points on an Adjusted/Underlying basis*		•	Continued focus on delivering enhanced returns to stockholders through commitment to continuous improvement and positive operating leverage

Remain focused on delivering enhanced returns to stockholders through commitment to continuous improvement and positive operating leverage

 

*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

SinceOur mission is to help our initial public offering,customers, colleagues and communities reach their potential. If we have also made significant progressdo this well, we will build long-term franchise value and stand out in howa crowded banking landscape. We are committed to balancing the need for investments that position us well for the future with the imperative that we run the Company: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 towardtowards becoming atop-performing bank. We believe we have the vision, strategy, vision,leadership, capabilities and talent to continue to deliver strong performance that meetsand to continue to meet rising stockholder expectations.

CORPORATE GOVERNANCEGOVERNANCE

PROPOSAL 1 - ELECTION OF DIRECTORS

Our Charter and Bylaws provide that the Board shall 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 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 currentnumber at fourteen. The number of directors will be reduced to twelve following the retirement of Mr. Di Iorio and Mr. Ryan effective at twelve.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.

The Board has nominated twelve of the twelvefourteen directors currently serving on the Board for election at the Annual Meeting to serve until the 20192020 annual meeting or until their respective successors are duly elected and qualified. If any nominee is unable to serve as a director, the Board may reduce, by resolution, may reduce the number of directors 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 Bylaws 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 brokernon-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of 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 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 the proxy holder may determine. If the election of directors is not an uncontesteda 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.

Biographical information about the nominees for director, including information about their qualifications to serve as a director, is set forth below.

BOARD GOVERNANCEAND 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.

Corporate Governance Guidelines, Committee Charters and Code of Business 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 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. 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, our Board focuses primarily on each person’s background and experience. This includes leadership, character, financial literacy, judgment, independence, age, diversity and key skills. We believe that our directors represent an appropriate and diverse mix of backgrounds, 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.

Board Selection and Refreshment

Our Board has delegated responsibility for the review and recommendation of director nominees to the Nominating and Corporate Governance CommitteeCommittee. Upon the responsibilityNominating and Corporate Governance Committee’s recommendation, a slate of reviewing and recommending todirectors is nominated by the Board nomineesand submitted to a stockholder vote annually. The Nominating and Corporate Governance Committee will also review and recommend candidates for director.the Board as vacancies or newly created positions occur.

New candidates may be identified to serve on the board of directors through recommendations from independent directors or members of management, search firms or other sources, and 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.

In preparation for the retirements of Mr. Di Iorio and Mr. Ryan, the Board engaged a highly regarded leadership consulting firm, Spencer Stuart, to serveassist 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 based on the board of directors,criteria outlined above, the Nominating and stockholder

recommendations.Evaluationsofprospective candidatestypically includeareview ofthecandidate’sbackgroundandqualificationsbyCorporate Governance Committee submitted their recommendations to the NominatingBoard andCorporateGovernanceCommittee,interviewswiththecommitteeasawhole,one ormoremembersofthecommittee,oroneormoreotherboardmembers, Mr. Lillis anddiscussionswithin thecommitteeandthefullboardofdirectors. 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 “InformationforStockholders—20192020 AnnualMeetingand Stockholder Proposals.”

While all of our directors meet the requirements of our Corporate Governance Guidelines, in recommending there-nomination Proposals.”of directors to the Board, the Nominating and Corporate Governance Committee reviews, among other things, all outside directorships on 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