AGM 2021

Apr 22, 2021

Hello, and welcome to the Annual Meeting of Stockholders of Citizens Financial Group. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You may submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Bruce Vinson, Chairman and Chief Executive Officer of Citizens Financial Group. Mr. Vinson, the floor Thank you. Good morning, ladies and gentlemen. Will the meeting please come to order? Thank you. I would like to welcome you to the annual meeting of stockholders of Citizens Financial Group Inc. In an effort to support the health and well-being of our stockholders, employees, partners and In the ongoing COVID-nineteen pandemic, we are holding this meeting virtually, and we thank those of you participating online. Today's agenda and the rules and procedures for conduct of the meeting that we will follow are posted in the files section of the meeting site, Which you should be able to see in the lower left of your screen. If you wish to view a copy of the proxy statement, Annual report on Form 10 ks or my letter to stockholders, these are also posted. We will have a Q and A session at the end of the meeting, But you can submit questions online at any time by clicking on the message icon that you can see on your screen. It is now my privilege to introduce the members of your Board of Directors who are with us today on the call. We have Lee Alexander, EVP and Chief Information Officer, The Clearing House Chris Cumming, Retired First Vice President and COO of the Federal Reserve New York, Bill Hankowsky, former Chairman, President and CEO of Liberty Property Trust Howard Hanna, Chairman of Hanna Holdings Lee Higdon, Past President of Connecticut College Ned Kelly, Retired Chairman, Institutional Clients Group of Citigroup Inc. Bud Koch Rob Leary, former CEO, O'Lion Group Terry Lillis, Retired CFO, Principal Financial Group Inc. Shaul, Wendy Watson, Retired EVP of Global Services at State Street Bank and Trust Company and Marita Zuraitis, Director, President and CEO of Horace Mann Educators Corporation. One member of our Board, Chris Swift, has provided apologies for not being able to attend the meeting Mr. Hanna is not standing for reelection to the Board today, and his current term will expire at the conclusion of this meeting. It's been a great pleasure working with him. And on behalf of the Board, I would like to thank him for his service and the contributions he made during his time on the Board. Thank you, Bruce. Okay. Now I'll turn it over to Robin Elkowitz, our Corporate Secretary, to establish that the meeting has been duly called and that a quorum is present for the annual meeting. Robin? Thanks, Bruce. The Board fixed February 26, 2021 as the record date for determining stockholders entitled to vote at this meeting. The company has a copy of the affidavit attesting to the fact that the notice of meeting and proxy materials were mailed to all stockholders of record Beginning on March 10, 2021, Rebecca Lyons of Computershare, the Corporation's transfer agent, has been appointed to act as Inspector of Elections at Approximately 91% of the voting power of the outstanding shares as of the date is present at this meeting. Accordingly, Mr. Chairman, a quorum is present. On the basis of the secretary's report, this meeting is properly convened, a quorum is present and the proposed resolution set forth in the proxy I will now move on to offer some brief remarks and a management presentation. Let me start off by summarizing the key aspects of our journey since the IPO in 2014. Our mission is to help our customers, colleagues and We set an objective to be a top performing bank distinguished by its customer centric culture, Our mindset of continuous improvement and our excellent capabilities. We've also built a great board and leadership team, And we've done a nice job of balancing the need to invest for the future with the need to execute well in the near term. In 2020, we faced many challenges related to the pandemic, but we proved resilient As the strength and diversity of our business model came through, our fee growth was 24% paced by strong results in mortgage, Which led to positive operating leverage of 4% and pre provision net revenue growth of 12%. Under a new accounting pronouncement, CECL, our reserving methodology changed and we had to build a huge credit reserve that dropped Our return on tangible common equity from 12.9% to 7.5%. As the economic outlook improves, We're already getting some of that reserve back in the Q1. Our capital and liquidity both finished the year at very strong levels. This next slide summarizes some of the key 2020 comparisons with 2019 for our underlying results. Starting at the top left and then moving across the top, You can see our period end loan growth was 3%. That was outpaced by deposit growth of 17%, Big uptick in deposits given much of the federal and stimulus and also monetary stimulus from the Federal Reserve. Common Equity Tier 1, in spite of putting away those big reserves, was stable at 10%. Pre provision profit It was up 12%, which was top in our peer group. Our efficiency ratio dropped by over 2%, Which is a very nice improvement. And our operating leverage, which means our revenues grew faster than our expenses, was 4.1%, again, which is topped in our peer group. The stock price has consistently improved relative to peers given the progress in our financial performance. If you look back to the time of the IPO, we've outperformed our peers by over 25%. And again in 2020, we outperformed the peer median by 4%. Even in a challenging year, our pre provision profit continued on its positive trend line. You can see the chart on the top left shows back in 2015 that was 2.7% of revenue that's now up to 3 point 9%. And what's really been driving that are multiyear investments in our feed generation capabilities, Including some selective acquisitions, we've had a series of what we refer to as TOP program, Tapping Our Potential, Which looks for efficiencies in how we're running the bank and also some revenue opportunities. And then lastly, our BSO, balance sheet optimization, continues to focus on how to improve risk adjusted returns, our funding costs and our capital efficiency. As we look forward, we're focused on a few strategic priorities that should allow us to come out National expansion leveraging Citizens Access and our national lending capabilities, also our Citizens Pay point Sale of product offering and then also focus on deepening relationships, where we can do more for our customers. On the commercial side, over on the right, you can see we're focused on enhancing our coverage model, expanding our geographic reach And then building out further our solution sets and fee capabilities, again, so we can be trusted advisor to our customers and do more for them. Underlying these strategies are executions of several critical enterprise initiatives, which are listed at the bottom of the page. You can see next gen technology, a new operating model focused on agile ways of working, Bringing in great new talent and focused on having a great culture and great leaders and then also an effort around enterprise wide payments and making sure we're positioned well for the future. It's worth pausing and reflecting on our purpose and credo and how the challenges of 2020 gave us the chance to live out our values and help our customers, Communities and local economies really make it through a very challenging period. And I would point to our colleagues who did a great job in bringing All of these initiatives to light. In the chart here, you can see several of The details stands out for me really on the customers. We had 2 rounds of PPP funding, and we provided over 5,000,000,000 Further into this year with a new round of PPP, there's another $1,800,000,000 on top of that. But that took a huge effort on the part of the company Working kind of night and day for a couple of very intense weeks to make sure we stood up that program and got money out to support our customers. On a colleague front, I think that we took good care of our colleagues, made sure they were safe so they could continue to deliver for our customers. And then community, what stands out there is we had 2 special programs, 1st where we committed $5,000,000 to help And then later, as we saw some of the issues around social injustice and Racial inequality, we committed $10,000,000 to support minority owned businesses and have other initiatives targeted at change, Constructive change. So a lot of good things happened. This slide offers some more details, And I guess you can take those in. But again, here what stands out for me, over on the top right under colleagues, Our organizational health index, which we've been tracking since the IPO, finally made it into the Top quartile. So we saw another jump in the latest year. And I think what really drove that is that our people Felt safe and cared for, and they really valued the opportunity to make an impact in helping other people and helping communities. So Very good engagement inside the company. So with that, let me just sum up and say that overall, I thought 20 2020 was a year of successful execution for Citizens. When we look forward to 2021, we're going to focus on strengthening our franchise, Positioning Citizens for sustainable success. And I do think as we're seeing uptick In forecast for economic recovery in 2021, we certainly are well positioned to benefit from that. So let me stop there, And we'll continue on with the formal business. So we're going to pick up the formal business as set 4th in the notice of the meeting, the polls for each matter voted on at this meeting will open when all of the proposals have been presented And we'll close immediately prior to the question and answer section of the agenda. Let's turn to the election of directors and the 3 management proposals in the proxy. So on behalf of the Board of Directors, I nominate the following 13 persons as named in the proxy statement For election as directors to serve until the 2021 Annual Meeting or until their successors have been duly elected and qualified. Lee Alexander, Christine Cumming, Bill Hankowski, Lee Higdon, Ned Kelly, Bud Koch, Robert Leary, Terry Lillis, The first management proposal is an advisory resolution on executive compensation. Your Board of Directors recommends a vote 4, the advisory resolution to approve executive compensation. The second management proposal is an advisory resolution on the frequency Our future advisory votes on executive compensation. Your Board of Directors recommends a vote for 1 year on the frequency of the advisory resolution to approve executive compensation. The 3rd management proposal is to ratify the appointment of Deloitte and Touche, LLP as the corporation's independent registered public accounting firm for the current year. Your Board of Directors recommends a vote 4, the ratification of Deloitte and Touche LLP as independent registered public accountants for the current year. We'll now move to the next item on the agenda, voting. Stockholders have sent in proxies need not Any further action with respect to any of the matters to be voted on today. If you have not voted or wish to change your vote, You may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote Just give it another half a minute. Any votes collected before the polls close, but not reflected in the preliminary report, Will be reflected in the final report of the Inspector of Elections. I call upon the Secretary to present the preliminary report Mr. Chairman, the Inspector of Elections has presented her preliminary report. She has Determined that each of the 13 directors nominated by the Board for election received in excess of 93% of the votes cast for election of directors. Inspector of Elections has also determined that at least 92% of votes cast present in person or represented by proxy Thank you, Robin. Based upon the preliminary report of the Inspector of Elections, I declare that all 13 directors have been elected And all management proposals have been approved in accordance with the recommendations of our Board of Directors. There being no further business to come before the meeting and all votes having been submitted, the polls are now closed. So now we will move on to the final item on the agenda. At this time, we would like to take any questions that you might have for us Mr. Chairman, the Carpenters Union Pension Funds have a collective ownership position of 381,500 As long term investors, we believe the executive compensation plan should be designed to drive the successful execution of the company's long term strategic business plans. We support the company's plan and suggest it be brought through both every 3 years as opposed to annually. The committee's revisions to the 2020 performance stock unit plan to account for the pandemic's impact were prudent and fair. The percentage of restricted stock units have been increased in the long term plan and are considered at risk income. Could you or the committee chair outline the rationale for Okay. Well, thank you for your support. I appreciate your continued Long term nature of your shareholding and also the questions that you tend to submit at these meetings. So first off, with respect to the RSUs, it's generally industry practice that RSUs are cliff tested with a 3 year, vesting date. So we're basically in line with peer practices and that's quite important when we consider mobility around firms. And so we think that's appropriate. You stated that they were pro rata vested, but in fact they are cliff vested. Another comment you made in there was The frequency of the say on paid voting, again, there the kind of regular practice of peers and The market in general has been annual say on paid voting. So I do have some sympathy to maybe take a longer But just in keeping things within peer and market practice, we tend to favor just sticking with the 1 year I'll stay on pay voting frequency. Okay. Second question from Mr. Holmes. Mr. Chairman, the topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long term pension fund investors, Carpenter Funds appreciates the sentiment of consolidation and stakeholder capitalism's perspective, but feel that execution Could you discuss the Board's perspective on the concept of stakeholder capitalism and Thank you, Another great question. Thank you for that. So as you know, historically, when we Separated off from RBS, we set an objective to be a top performing bank that delivers well for all stakeholders. So I think we were on the notion of stakeholder capitalism before the rest of the business roundtable and Corporate America caught up to that. So our view is that to really run a successful company, you have to Certainly deliver well for your shareholders, but also you've got to do a great job with your customers in terms of serving them well. You need to be a great place to work and build a career for colleagues who can really attract great talent. And then as a financial institution, we have a We have a unique role in supporting communities and local economies. And so we want our communities to be Great places to live, work and play. So that's been our mantra really from the get go as a public company. And so we set objectives for ourselves each year in terms of how we're going to do more in delivering for each of those stakeholder groups. And once you get that flywheel going, if you're doing a great job for customers and you're attracting great talent, you're positively impacting your communities, that's going to be in how you're running the bank and you put up good financial numbers and that gives you the wherewithal to keep making the investments to deliver more and more for those stakeholders. So I think we've got that down very well. And You can see, just based on the journey over the last 6 or 7 years, I think we've really upped our game across the board In terms of delivering for each of those stakeholder groups. There are no further questions. Okay, great. Well, this concludes our meeting. And again, thanks everybody for dialing in today. We appreciate your