Form 10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

Amendment No. 1

☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2020

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number:

001-31369

CIT GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware		65-1051192
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

11 West 42nd Street, New York, New York		10036
(Address of Registrant’s principal executive offices)		(Zip Code)

(212)

461-5200

Registrant’s telephone number including area code:

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Exchange
Common Stock, par value $0.01 per share	CIT	New York Stock Exchange
5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share	CITPRB	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

At April 22, 2021, there were 99,066,261 shares of CIT’s common stock, par value $0.01 per share, outstanding.

The aggregate market value of voting common stock held by

non-affiliates

of the registrant, based on the New York Stock Exchange Composite Transaction closing price of Common Stock ($52.16 per share, 98,387,491 shares of common stock outstanding), which occurred on April 22, 2021, was $5,131,891,531. For purposes of this computation, all officers and directors of the registrant are deemed to be affiliates. Such determination shall not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 on Form

10-K/A

(this “

Form

10-K/A

”) amends our Annual Report on Form

10-K

for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “

SEC

”), on February 19, 2021 (the “

Original Filing

”). We are filing this Form

10-K/A

to include the information required by Part III and not included in the Original Filing. This Form

10-K/A

amends the Original Filing to include the information required by Part III of the Original Filing because we have not and will not file a definitive proxy statement within 120 days after the end of our 2020 fiscal year. As required by

Rule 12b-15 under

the Securities Exchange Act of 1934, as amended (the “

Exchange Act

”), this Form

10-K/A

amends Item 15 of Part IV of the Original Filing to include new certifications by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Form

10-K/A

should be read in conjunction with our filings with the SEC subsequent to the date of the Original Filing.

Table of Contents

TABLE OF CONTENTS


		Page
PART THREE

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		1

	Directors		1
	Corporate Governance		6
	Executive Officers		11
	Delinquent Section 16(a) Reports		14

Item 11.	EXECUTIVE COMPENSATION		14

	Director Compensation		14
	2020 Director Compensation Table		15
	Compensation Discussion and Analysis		16
	Compensation Tables and Narrative		35
	Narrative Disclosure to 2020 Summary Compensation Table and 2020 Grants of Plan-Based Equity Awards Table		38
	2020 Outstanding Equity Awards at Fiscal Year End		39
	2020 Option Exercises and Stock Vested		40
	2020 Pension Benefits		40
	2020 Nonqualified Deferred Compensation		41
	Narrative Information Relating to Potential Payments Upon Termination or Change of Control		41
	2020 Compensation Committee Report		44
	Compensation Committee Interlocks, Insider Participation and Banking Interlocks		44
	CEO Pay Ratio		44

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		45

	Security Ownership of Certain Beneficial Owners		45
	Security Ownership of Directors and Executive Officers		45

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		46

	Related Person Transactions Policy		46
	Director Independence		47

Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		48

	Fees for Professional Services Paid to Auditors		48
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm		48

PART FOUR

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		49

SIGNATURES			53

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PART THREE

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The information below includes each director’s age and business experience during at least the past five years. CIT knows of no family relationships among the directors or between any director and an executive officer of CIT. Certain directors may also be directors or trustees of privately held businesses or

not-for-profit

entities that may not be referred to below. With the exception of Ms. Alemany, all of the directors are independent of management.


Name	Age	Principal Occupation
Ellen R. Alemany	65	Chairwoman and Chief Executive Officer of CIT and Chairwoman and Chief Executive Officer of CIT Bank, N.A.
Michael L. Brosnan	62	Retired Examiner-in-Charge for Midsize Bank Supervision — Office of the Comptroller of the Currency
Michael A. Carpenter	74	Retired Chief Executive Officer, Ally Financial, Inc.
Dorene C. Dominguez	58	Chairwoman and Chief Executive Officer of Vanir Group of Companies, Inc.
Alan L. Frank	69	Retired Partner of Deloitte & Touche LLP
William M. Freeman	68	Executive Chairman of CDF Group Inc.
R. Brad Oates	67	Chairman and Managing Partner of Stone Advisors, LP
Gerald Rosenfeld	74	Strategic Advisor and Vice Chairman of U.S. Investment Banking of Lazard Ltd.
Vice Admiral John R. Ryan, USN (Ret.)	75	President and Chief Executive Officer of the Center for Creative Leadership and Retired Vice Admiral of the U.S. Navy
Sheila A. Stamps	63	Former Executive Vice President, DBI, LLC and Senior Banking Executive
Khanh T. Tran	64	President and Chief Executive Officer of Aviation Capital Group
Laura S. Unger	60	Independent Consultant, Former Commissioner of the U.S. Securities and Exchange Commission



Ellen R. Alemany, Age: 65

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. Ms. Alemany also currently serves as a member of The Center for Discovery board, Operation HOPE advisory board, The Partnership for New York City board, The Catholic Charities of the Archdiocese of New York board, a member of the advisory board of the Mayor’s Fund to Advance New York 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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Michael L. Brosnan, Age: 62

Board Committees: • Audit • Nominating & Governance Director Since: November 2016 Other Public Directorships: • None		Senior Leadership Positions: • Director of CIT Bank, N.A. Prior Senior Leadership Positions: • Examiner-in-Charge for Midsize Bank Supervision in the Office of the Comptroller of the Currency • Senior Deputy Comptroller for Large Bank Supervision in the Office of the Comptroller of the Currency

Mr.

Brosnan

has served as a director of CIT and of CIT Bank, N.A. since November 2016. He served as

Examiner-In-Charge

for Midsize Bank Supervision at the Office of the Comptroller of the Currency (“

OCC

”) from May 2013 to May 2016. Prior to that he was Senior Deputy Comptroller for Large Bank Supervision from December 2010 to April 2013. In addition, he served as a member of the OCC’s Executive Committee and the Committee on Bank Supervision. From 2004 to 2008, Mr. Brosnan served in executive management roles at MBNA and Bank of America, including Enterprise Operational Risk Executive responsible for risk management of the Global Technology and Operations, Chief Administrative Office, and Supplier Risk Management organizations of the bank. Mr. Brosnan previously served as Compliance Executive for Bank of America Card Services, and he oversaw the Operational Risk Management Division of MBNA America. Prior to his tenure with MBNA and Bank of America, Mr. Brosnan spent 21 years with the OCC. In 2003, he was named Senior National Bank Examiner, the highest honor and designation available to bank examiners. Mr. Brosnan received a Bachelor of Science degree and an MBA from Lynchburg College in Virginia. He also earned the Chartered Financial Analyst designation.

Qualifications:

Mr. Brosnan provides the Board with experience in executive management, finance, commercial banking, and enterprise risk management, key areas for certain of CIT’s businesses. His experience as

Examiner-In-Charge

and Senior Deputy Comptroller at the OCC provides the Board with invaluable regulatory and executive management experience.


Michael A. Carpenter, Age: 74

Board Committees: • Compensation • Risk Management Director Since: May 2016 Other Public Directorships: • AutoWeb, Inc. Senior Leadership Positions: • Chairman and Director for Law Financial Group • 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, SVF Sponsor III (DE) LLC and as Chairman of Law Finance Group. Mr. Carpenter also serves as Chairman of the Board of Year Up South Florida, a

not-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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Dorene C. Dominquez, Age: 58

Board Committees:		Senior Leadership Positions:

• Nominating & Governance		• Chairwoman and Chief Executive Officer, Vanir Group of Companies, Inc.

Director Since:		• Director of CIT Bank, N.A.

February 2017		Prior Senior Leadership Positions:

Other Public Directorships:		• Director, American River Bank

• KB Home

• Douglas Emmett, Inc.

Ms.

Dominguez

has served as a director of CIT since February 2017 and of CIT Bank, N.A. since September 2015. She is the Chairwoman and CEO of Vanir Group of Companies, Inc. and its subsidiaries, Vanir Construction Management, Inc., which ranked #24 in revenue by Engineering News & Review, and Vanir Development Company, Inc. Ms. Dominguez currently is a director on the KB Home board and is a member of its audit and compliance and nominating and corporate governance committees. She was recently elected to the Board of Directors of Douglas Emmett, Inc., a real estate investment trust. She is an active member of the Coca-Cola Hispanic Advisory Council, which advises Coca-Cola senior management on various issues related to its business operations as they impact the Hispanic community. An active community booster, Ms. Dominguez is a part of the Governors group that purchased the National Basketball Association “Sacramento Kings” in a successful effort to keep the team in California’s capital city. She thus became the first Latina to hold the distinction of NBA Governors group status. Her philanthropic activities are many and varied. She founded The Dominguez Dream, a 501(c)(3)

non-profit

in memory of her late father, which serves elementary schools in underserved communities by empowering children to achieve their full potential in Literacy and S.T.E.A.M. (Science, Technology, Engineering, Arts, Math). She has also partnered with the Nicholas Academic Centers, which seeks “to provide support to underserved high school students to improve their academic performance, achieve their full potential, promote their admission to colleges and universities, retention and graduation and to impart the skills and knowledge necessary to live successful and productive lives.” Ms. Dominguez is the former Chairwoman of the University of Notre Dame Latino Studies Advisory Council and is currently a Trustee at the University of Notre Dame. She also serves on the Board of Directors of the California Chamber of Commerce, is active on the Chamber’s political action committee and is a board member of Pride Industries, Latino Donor Collaborative, Inc., Aspen Institute Latinos & Society, Latino Los Angeles Chamber of Commerce and National Catholic Association Latino Leaders. In recognition of her national business, philanthropic, and community efforts, Ms. Dominguez has been recognized by “Fortune” magazine as one of “The 50 Most Powerful Latinas of 2017 & 2018.”

Qualifications:

Ms. Dominguez graduated from the University of Notre Dame with a Bachelor’s degree in finance and holds a Certificate in Corporate Governance from Harvard University. Ms. Dominguez provides the Board with extensive experience in executive management, finance, asset management and corporate governance.


Alan L. Frank, Age: 69

Board Committees:		Senior Leadership Positions:

• Audit (Chair)		• Director of CIT Bank, N.A.

Director Since:		Prior Senior Leadership Positions:

• August 2015		• Director of OneWest Bank N.A.

Other Public Directorships:		• Partner of Deloitte & Touche LLP

• None		• 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.


William M. Freeman, Age: 68

Board Committees:		Senior Leadership Positions:

• Nominating & Governance (Chair)		• Executive Chairman of CDF Group Inc.

• Compensation		• Board of Trustees of Drew University

Director Since:		Prior Senior Leadership Positions:

July 2003		• Director, Value Added Holdings, Inc.

Other Public Directorships:		• Director of TerreStar Corporation

• None		• Chairman of the Board of Arbinet-thexchange, Inc.

		• Chief Executive Officer and Director Leap Wireless International

		• Chief Executive Officer of Bell Atlantic-Washington, D.C.

		• President of the Public Communications Group of Verizon Communications Inc.

		• President and Chief Executive Officer of Bell Atlantic-New Jersey

Mr. Freeman

has served as a director of CIT since July 2003. He retired in February 2010 as Chairman of the Board of Arbinet-thexchange, Inc., in which capacity he had served since November 2007. Previously, Mr. Freeman served as President and Chief Executive Officer and Director of Arbinet-thexchange, Inc. from November 2007 until September 2008. Prior to joining Arbinet-thexchange, Mr. Freeman was elected to the board of Motient Corp., (predecessor to TerreStar Corporation), in February 2007, and Chairman of Motient/TerreStar in March 2007. Mr. Freeman also served as Chief Executive Officer and Director of Leap Wireless International, Inc. from May 2004 to February 2005 and as President of the Public Communications Group of Verizon Communications Inc. from 2000 to February 2004. Mr. Freeman served on the Board of Directors of Summit Bancorp from 1999 to 2002. Mr. Freeman served as President and Chief Executive Officer of Bell

Atlantic-New

Jersey from 1998 to 2000, President and Chief Executive Officer of Bell Atlantic-Washington, D.C. from 1994 to 1998, and in a number of other executive and management positions at Verizon since 1974. Mr. Freeman was a founder and

co-owner

of Synthesis Security LLC, a closely held telecommunications company. Mr. Freeman currently serves, or during the preceding five years served, on the Board of Directors of TerreStar Corporation, the Board of Trustees of Drew University, and as a director of Value Added Holdings, Inc., a privately held communications company, and is the Executive Chairman of CDF Group Inc., a privately held beverage marketing and distribution company.

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Qualifications:

Mr. Freeman provides the Board with extensive experience in managing organizations of various sizes and extensive experience in the telecommunications industry, a key market for CIT’s lending products.


R. Brad Oates, Age: 67

Board Committees:		Senior Leadership Positions:

• Compensation (Chair)		• Chairman and Managing Partner of Stone Advisors, LP

• Risk Management		• Chairman and Partner of Stakeholder IQ

Director Since:		• Director of CIT Bank, N.A.

December 2009		Prior Senior Leadership Positions:

Other Public Directorships:		• Vice Chairman, President and Chief Operating Officer of Bluebonnet Savings Bank, FSB

• None		• Chairman, NFC Global, LLC

		• President, Lexis Nexis Risk Solutions Group

		• Chairman, Texas 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 has been engaged as a contractor by the Federal Deposit Insurance Corporation (“

FDIC

”) to assist in resolving failed and troubled bank situations and is also Chairman and Partner of Stakeholder IQ. 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, and as Executive Vice President of Stone Holdings, Inc., a bank holding company and a private investment company specializing in banking, 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 Advisors Holdings, LLC. Mr. Oates also advises organizations seeking to increase their “Governance Capital.” He has written numerous corporate governance articles and is a guest lecturer on stakeholder governance and business ethics. Mr. Oates is a former professional football player in the NFL, and 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, 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 35 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)

Qualifications:

Mr. Oates provides the Board with

in-depth

governance experience in successfully managing financial institutions transformation and a strong background in operating regulated commercial banks and strategic planning. His extensive experience in interacting with the FDIC and other bank regulators during his career provides the Board with insight into bank regulatory matters and supervisory expectations and communications. He also has experience in technology disruption and risk management.


Gerald Rosenfeld, Age: 74

Board Committees:		Senior Leadership Positions:

• Risk Management (Chair)		• Strategic Advisor and Vice Chairman of U.S. Investment Banking of Lazard Ltd.

Director Since:		• Director of Continental Grant Company

January 2010		Trustee, New York University School of Law

Other Public Directorships:		• Director of CIT Bank, N.A.

• None		Prior Senior Leadership Positions:

		• Deputy Chairman of Rothschild North America

		• President of G Rosenfeld & Co LLC

		• Head of Investment Banking and a member of the Management Committee of Lazard Freres

Mr.

Rosenfeld

has served as a director of CIT since January 2010 and of CIT Bank, N.A. since August 2015. He

re-joined

Lazard Ltd. as Vice Chairman of United States investment banking effective March 1, 2011. He was Deputy Chairman of Rothschild North America from 2007 to 2011 and served as its Chief Executive Officer from 1999 to 2007. Prior to joining Rothschild, he was President of G Rosenfeld & Co LLC, an investment banking firm. Prior to founding G Rosenfeld & Co LLC in 1998, he was Head of Investment Banking and a member of the Management Committee of Lazard Freres & Co. LLC. Mr. Rosenfeld joined Lazard in 1992 after holding significant management positions at Bankers Trust Company, Salomon Inc. and its Salomon Brothers subsidiary and McKinsey & Company. Prior to joining McKinsey, Mr. Rosenfeld was a member of the faculty of the City College of New York, New York University and the University of Maryland. Mr. Rosenfeld currently serves, or during the preceding five years served, as a member of the Board of Directors of Continental Grain Company, as a Trustee of the New York University School of Law, where he is also a Professor of Practice. Mr. Rosenfeld previously served on the Board of Overseers of New York University’s Stern School of Business, where he also served as an Adjunct Professor of Finance.

Qualifications:

Mr. Rosenfeld provides the Board with extensive experience and expertise in risk management and sophisticated financial matters gained by both practical experience in a regulated environment and through research and teaching finance-related courses at several prominent universities. He also has management experience as a senior executive in commercial banking, investment banking and capital markets.

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Vice Admiral John R. Ryan, USN (Ret.), Age: 75

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., Board Member of the U.S. Naval Academy Foundation and has previously served as a Director and member of the Audit Committee of Cablevision Systems Corporation.

Qualifications:

Vice Admiral Ryan provides the Board with experienced leadership and an expertise in managing large complex organizations, primarily in academia and the military. In addition, Mr. Ryan provides the Board with extensive experience in strategic planning, logistics, talent development and succession planning. His tenure as a director, and as Lead Director, of CIT enables him to provide the Board with valuable experience in overseeing CIT’s business and providing leadership to the Board.


Sheila A. Stamps, Age: 63

Board Committees: • Audit • Nominating & Governance Director Since: February 2014 Other Public Directorships: • Atlas Air Worldwide Holdings Inc. • Pitney Bowes, Inc. • Forest Road Acquisition Corp.		Senior Leadership Positions: • Director of CIT Bank, N.A. • Board of Directors, IES Abroad • Board Advisory Services faculty member, Board Leadership Fellow and Director of National Association of Corporate Directors NY Chapter Prior Senior Leadership Positions: • Executive Vice President, DBI, LLC • Commissioner, New York State Insurance Fund • Director of Pension Investments and Cash Management at the New York State Common Retirement Fund • Group Head and Managing Director, Bank of America Corporation • Managing Director & Head of European Asset-Backed Securitization, Bank One Corporation (now, JPMorgan.)

Ms.

Stamps

has served as a director of CIT since February 2014 and of CIT Bank, N.A. since August 2015. From 2014 to 2018 she served as a Commissioner and Audit Committee Chair on the board of the New York State Insurance Fund, the largest worker’s compensation insurance provider in the State of New York. She previously served as Executive Vice President at DBI, LLC, a private mortgage investment company, from 2011 to 2012. She served from 2008 to 2011 as Director of Pension Investments and Cash Management at the New York State Common Retirement Fund, and from 2004 to 2005 as a Fellow at the Weatherhead Center for International Affairs at Harvard University. Prior to this, Ms. Stamps served as a Managing Director and Head of Relationship Management, Financial Institutions at Bank of America. From 1982 to 2003, she held a number of executive positions with Bank One Corporation (now, JPMorgan), including Managing Director and Head of European Asset-Backed Securitization and Managing Director and Senior Originator of Asset-Backed Securitization. Ms. Stamps is a Director of Pitney Bowes Inc., and Forest Road Acquisition Corp. She holds an MBA in Finance from the University of Chicago.

Qualifications:

Ms. Stamps provides the Board with

in-depth

knowledge of middle market commercial banking and capital markets in both the US and European markets. She is a senior financial executive with strategy, risk and business development expertise, and is also an experienced banker to the financial services industry. Her experience as a Director/Portfolio Manager at the New York State Common Retirement Fund also enables her to provide the Board with an investor’s perspective and experience serving as a fiduciary in a complex financial environment.


Khanh T. Tran, Age 64

Board Committees: • Risk Management Director Since: July 2017 Other Public Directorships: • None		Senior Leadership Positions: • Director of CIT Bank, N.A. • Board of Counselors Argyros School of Business and Economics, Chapman University • Founder and Chairman Orange County Chapter of Ascend Pan-Asian Leaders Prior Senior Leadership Positions: • President and Chief Executive Officer of Aviation Capital Group • Director of Aviation Capital Group • Various Leadership Positions with Pacific Life Insurance Company, including President, Chief Investment Officer, Chief Financial Officer, Vice President of Corporate Development and Treasurer

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Mr.

Tran

has served as a director of CIT and of CIT Bank, N.A. since July 2017. He served as President and Chief Executive Officer and Director of Aviation Capital Group, a full-service aircraft leasing and asset management 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 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).

Qualifications:

Mr. Tran provides the Board with extensive experience in executive management, finance, investments, mergers and acquisitions, new business ventures, business/corporate strategy, risk management and corporate governance. He has significant investment experience through a variety of senior roles, including his experience at Pacific Life Insurance Company and Aviation Capital Group. Mr. Tran also for many years has been an active member of the business and finance community in Southern California, a key market for CIT in both our Consumer Banking and Commercial Banking operating segments.


Laura S. Unger, Age 60

Board Committees: • Audit • Nominating & Governance Director Since: January 2010 Other Public Directorships: • Navient Corporation • NHI, Inc.		Senior Leadership Positions: • Director of CIT Bank, N.A. • Board Member, Children’s National Medical Center Foundation Prior Senior Leadership Positions: • Chair, CIT Nominating & Governance Committee • Director of Ambac Financial Group Inc. • Acting Chairperson, Securities and Exchange Commission • Commissioner, Securities and Exchange Commission • Counsel to the United States Senate Committee on Banking, Housing and Urban Affairs • Director of MBNA Corporation • Director of CA Technologies, Inc.

Ms.

Unger

has served as a director of CIT since January 2010 and of CIT Bank, N.A. since May 2016. She served as Commissioner of the SEC from November 1997 to February 2002, including as Acting Chairperson from February to August 2001. Subsequently, she served as a Regulatory Expert and commentator for CNBC from May 2002 to May 2003. Before being appointed to the SEC, Ms. Unger served as Counsel to the United States Senate Committee on Banking, Housing and Urban Affairs from October 1990 to November 1997. Prior to working on Capitol Hill, she was an attorney with the Enforcement Division of the SEC from January 1988 to October 1990. Ms. Unger currently serves, or during the preceding five years served, as a director of CA Technologies, Inc., Navient Corporation, and three subsidiaries of Nomura Holdings, Inc: Nomura Holdings America, Nomura Global Financial Products and Nomura Securities, Inc. and Children’s National Medical Center. She also acts or has acted as Special Adviser to Promontory Financial Group from January 2011 to January 2015, and as an Independent Consultant to JP Morgan Chase from May 2004 to November 2010 for the Global Analyst Conflict Settlement.

Qualifications:

Ms. Unger provides the Board with insight into dealing with regulators and operating in a regulatory environment, based on her experience as both a former Commissioner and a former enforcement attorney with the SEC. In addition, Ms. Unger provides the Board with insight into policy and the legislative process, based on her experience as a Committee Counsel in the U.S. Senate. She also has significant corporate governance and financial market expertise.

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

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 our significant corporate governance practices and policies.

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• Majority Voting in Director Elections. If an election is uncontested, each of our director nominees agrees to tender his or her irrevocable contingent resignation if he or she is not elected by a majority of the votes cast by stockholders. Our Governance Committee will promptly consider the director’s resignation and recommend to our Board whether to accept or reject the resignation. Our Board will act on the Governance Committee’s recommendation within 90 days of the applicable stockholder meeting and will then publicly disclose its decision. • Lead Director. Our Corporate Governance Guidelines establish the role of an independent lead director who is elected annually by a majority vote of the independent directors. More information about the role of the lead director and our Board structure may be found in this Form 10-K/A under the heading “Board Leadership Structure.” • Absence of a Stockholder Rights Plan. We do not have a stockholder rights plan and are not currently considering adopting one. • Stock Ownership Requirements. Both our directors and senior executive officers are required, within a specified period of time of becoming a director or senior executive officer, to own a minimum amount of CIT’s common stock and to retain such ownership at all times thereafter while they remain with CIT. • Political Contributions. CIT believes that an important part of responsible corporate citizenship is participation in the political and public policy process. However, even where legally permitted, CIT’s policy is not to use any company funds or property for any candidate campaign, including candidate campaign committees, political parties, caucuses, or independent expenditure committees (super PACs). CIT also maintains a non-partisan political action committee for our employees to participate in the political process, which is funded entirely through voluntary contributions from eligible CIT employees, and uses those funds to support candidates, political parties, and other political action committees that are supportive of CIT’s public policy goals.		• Related Person Transactions Policy . Our Governance Committee is responsible for approving or ratifying transactions involving CIT and related persons and determining if the transaction is in, or not inconsistent with, the best interests of CIT and our stockholders. More information about our Related Person Transactions Policy may be found below under the heading “Related Person Transactions Policy.” • Executive Sessions. Our Board meets regularly in executive sessions without the presence of management, including our Chairwoman. These sessions are led by our Lead Director. • Limitations on Participation on Other Boards. To ensure that our directors have sufficient time to devote proper attention to their responsibilities as directors of CIT, unless otherwise approved by the Governance Committee, employed directors are limited to service on one board of another publicly traded company, while other directors may not serve on the boards of more than four other public companies. • Hedging, Margin Accounts and Pledged Securities. CIT’s directors and employees are prohibited from entering into financial transactions to hedge their ownership interest in CIT’s securities, holding CIT’s securities in a margin account, or otherwise pledging CIT’s securities as collateral for a loan. • Board and Board Committee Evaluations. Each year, each director completes a questionnaire reflecting his or her assessment of the effectiveness of the Board and the committees on which he or she serves. The General Counsel confidentially summarizes the directors’ responses for review by the Governance Committee, the Board and Committees. The Board and Committees review the summary in executive session and consider what actions, if any, to take as a result. • Proxy Access. CIT believes that it is appropriate for certain stockholders to be able to use our proxy statement and proxy card to nominate one or more director candidates. Our By-Laws generally allow stockholders owning 3% or more of the Company’s total voting stock for three years to use the Company’s proxy statement to nominate the greater of two or 20% of the director positions subject to vote at an annual meeting.

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 at www.cit.com/about/us/governance/. The Corporate Governance Guidelines and information contained on the CIT website are not incorporated by reference in, and do not constitute part of, this Form

10-K/A.

Director Tenure

The average tenure of CIT’s directors is approximately nine years, with more than half of the directors 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, three

mid-tenured

directors having a tenure of six to nine years, and four newer directors having a tenure of approximately five years or less. The Governance Committee, which is responsible for nominating individuals to the Board, considers tenure, among other factors, when making its determinations.

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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.

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 and

re-nomination

to the Board, including:

•

judgment, integrity, commitment, and candor;

•

leadership and decision-making experience in complex organizations, including corporations, banking and financial institutions, and government, education, and military institutions;

•

expertise, knowledge, and skills useful for overseeing our business; and

•

diversity of background, perspectives, skills and experience.

When considering directors for

re-nomination,

the Governance Committee also considers attendance, preparedness, participation and candor.

The Governance Committee reviews with the Board the skills, characteristics and diversity of background appropriate for CIT’s directors. When seeking to fill Board vacancies, the Governance Committee evaluates the skills and characteristics of the existing directors, including the diversity of background, perspectives, and experience of the directors, to identify any gaps that should be filled. The Governance Committee then utilizes that information to guide its search for new director nominees.

CIT is honored to have a diverse board of directors that bring unique perspectives to the governance of the Company. The Company was recognized by the Women’s Forum of New York for its gender diversity on the board. CIT’s Board is also represented by diverse ethnicities.

Majority Voting for Directors

Under our

By-Laws

and Corporate Governance Guidelines, in an uncontested election (i.e., director nominees are all nominated by CIT), a nominee for director is elected if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election; however, directors are elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Corporate Secretary of CIT receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees set forth in our

By-Laws,

and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before CIT first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, as permitted under Delaware law and our

By-Laws,

stockholders shall not be permitted to vote “against” a nominee. Votes cast shall not include abstentions with respect to the election of directors. Under our Corporate Governance Guidelines, if a majority vote is required, any nominee who fails to receive the required vote “for” his or her election or

re-election

must promptly tender his or her resignation to the Chairwoman of the Board. If an incumbent director fails to receive the required vote for

re-election,

the Governance Committee will promptly consider the resignation submitted by such director and will recommend to the full Board whether to accept such resignation. The Governance Committee will consider all factors that it deems relevant in making its recommendation, including any stated reasons why stockholders voted “against” the director, the length of service and qualifications of the director, the director’s contributions to CIT and CIT’s Corporate Governance Guidelines.

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 Form

8-K

filed with the SEC.

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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 her

in-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.

To establish a liaison between the

non-management

directors and the Chairwoman and Chief Executive Officer and foster effective communication between them, the independent directors on CIT’s Board also appoint a Lead Director who is independent of management. This position is currently held by Vice Admiral John R. Ryan, USN (Ret.). The Board has structured the role of our independent Lead Director to strike an appropriate balance with the combined Chairwoman and Chief Executive Officer role and to fulfill the important requirements of independent leadership on the Board. As Lead Director, Mr. Ryan:

•

presides over all meetings of the Board at which the Chairwoman is not present;

•

presides at executive sessions of the Board;

•

develops and approves meeting agendas for the Board to ensure that management is addressing all matters of concern or interest to the Board and that sufficient time for discussion is allocated for each matter; and

•

serves as a liaison between the Chairwoman and the independent directors.

Director Succession

The Governance Committee periodically reviews with the Board the skills and characteristics appropriate for Board members. The Board seeks diversity in its members with respect to background, skills and expertise, industry knowledge, and experience. The Board, through its Governance Committee, believes that it is appropriate to consider the value of each director’s contributions and overall performance of the Board. The Board does not have a mandatory retirement age. The Board will continue to evaluate all Board members on the basis of their skills and expertise, industry knowledge, dedication and preparation, and overall contributions to the Board.

The Board’s Role in Risk Oversight

In 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 quarterly in joint sessions to ensure appropriate communications regarding areas of overlap in overseeing risk.

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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 address such deficiencies, (c) monitoring the performance, quality and trends associated with CIT’s credit portfolio, (d) assessing, jointly with the Audit Committee, the adequacy of CIT’s allowance for loan losses and management’s methodology for determining such allowance, (e) receiving, jointly with the Compensation Committee, management’s assessment of the effectiveness of the design and operation of CIT’s incentive compensation programs, and (f) overseeing CIT’s stress testing process and capital planning. The Risk Management Committee also oversees CIT’s loan review function, information security processes, business continuity planning, and the use of insurance to manage certain of CIT’s risks.

Compensation Committee

The duties of the Compensation Committee include regularly assessing risks related to our compensation programs, including our executive compensation practices. Management provides information on a regular basis to the Compensation Committee regarding compensation elements and features that could mitigate or encourage excessive risk-taking. In assessing compensation related risks, the Compensation Committee, together with the Risk Management Committee, considers the balance between annual and longer-term performance incentives, performance measures that motivate sustained performance while prudently managing risk, stock ownership guidelines that align executives’ interests with those of our stockholders, and our clawback policy to recoup compensation.

Governance Committee

The duties of the Governance Committee include reviewing and minimizing risks by ensuring appropriate policies and practices exist and are implemented to avoid or manage conflicts of interest by and among CIT, its executive officers, directors, director nominees and stockholders, overseeing an effective succession planning process, 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.

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The Board actively oversees 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.

Corporate Social Responsibility

We believe responsible companies can be a powerful force for good. At CIT, we are committed to making positive and lasting impacts in our communities through our business activities, our investments and our focus on building an inclusive culture with the highest ethical standards.

Our social responsibility framework encompasses financial and personal empowerment, support of the environment and the advancement of health and wellness. Additionally, we are committed to building an inclusive and supportive culture that allows our employees to bring their best selves to work. This is guided by our core values, which we call our Pride Pledge, and our diversity and inclusion program called Be You. For more information on CIT’s social responsibility and sustainability efforts, visit our website at www.cit.com/csr. Our website is not a part of, or incorporated by reference, in this proxy statement for any purpose.

Succession Planning

The Board is actively engaged and involved in talent management. The Board reviews the Company’s human resources strategy in support of its business strategy at least annually. This process includes a detailed discussion of the Company’s leadership bench strength and succession plans with a focus on key positions at the senior officer level. In addition, the Board Committees regularly discuss the talent depth for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events.

Audit Committee

During 2020, our Board maintained an Audit Committee. The Audit Committee is currently comprised of four directors: Messrs. Brosnan and Frank (Chair) and Mses. Stamps and Unger. The Board has determined that Mr. Frank meets the standard of “Audit Committee Financial Expert,” as defined by the rules of the SEC, and that each member of the Audit Committee is independent from management and financially literate, as defined by the NYSE listing standards.

Legal Proceedings

There are no known legal proceedings or events in the past ten years that are material to an evaluation of any director or executive officer of CIT.

Executive Officers

The following table sets forth certain information, regarding CIT’s executive officers, as of January 1, 2021. The executive officers were appointed by and hold office at the discretion of the Board. No family relationship exists among CIT’s executive officers or with any director. The executive officers, like all directors and employees, are subject to CIT’s Code of Business Conduct, which is available on our website at www.cit.com/about/us/governance/. Certain executive officers may also be directors or trustees of privately held or

not-for-profit

organizations that are not referred to below.

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Name	Age	Position
Ellen R. Alemany (1)	65	Chairwoman and Chief Executive Officer of CIT and Chairwoman and CEO of CIT Bank, N.A.
James J. Duffy	66	Executive Vice President and Chief Human Resources Officer
John J. Fawcett	62	Executive Vice President and Chief Financial Officer
Marisa J. Harney	63	Executive Vice President and Chief Credit Officer
David M. Harnisch	50	President, Commercial Finance
James R. Hubbard	62	Executive Vice President, General Counsel and Corporate Secretary
Denise M. Menelly	59	Executive Vice President and Head of Technology and Operations
Wahida Plummer	54	Executive Vice President and Chief Risk Officer
Gina M. Proia	48	Executive Vice President and Chief Marketing and Communications Officer
Steve Solk	66	President, Consumer Banking
Edward K. Sperling	56	Executive Vice President and Corporate Controller

(1)	See “Directors” in this Form 10-K/A for Ms. Alemany’s biographical information.

James J. Duffy

has served as Executive Vice President and Chief Human Resources Officer at CIT since August 2016. He is responsible for overseeing the human resources function, including the development and implementation of the company’s global employee talent programs, employment policies, compensation and benefits. Mr. Duffy was previously Chief Human Resources Officer at Ally Financial Inc., from May 2010, where he was responsible for HR, including compensation, staffing, leadership development, talent management and acquisition, employee relations and organizational development. Prior to Ally, Mr. Duffy was the chief human resources officer at CIT. Prior to joining CIT in 2006, he served as Senior Vice President of Human Resources for Citigroup’s Global Consumer Group, a $13 billion business offering a full range of consumer products with more than 200,000 employees in 50 countries. Before joining Citigroup, Mr. Duffy held senior HR positions at other major banking and manufacturing companies, including AlliedSignal, Ingersoll-Rand, Bankers Trust and GE. Mr. Duffy earned a Bachelor of Science degree in Industrial and Labor Relations from Cornell University.

John J. Fawcett

has served as Executive Vice President and Chief Financial Officer since May 2017. He is responsible for strategic planning, financial analysis, accounting, treasury management, tax and investor relations. Previously, Mr. Fawcett served as CFO of Citizens Financial Group (CFG) and Royal Bank of Scotland (RBS) Americas from 2007 through 2015. He was instrumental in leading the CFG initial public offering and separation of CFG from RBS in September 2014. Prior to this he had a

20-year

tenure at Citigroup with CFO roles in various areas including as CFO of Global Transaction Services, CFO of the Commercial Markets Business and head of Financial Planning and Analysis for the Global Corporate and Investment Bank. Most recently, Mr. Fawcett served on the board of Rabobank North America, where he served as the Chair of the Audit Committee. Mr. Fawcett holds a Bachelor of Science degree in Accounting and a Master of Business Administration degree in Finance, both from St. John’s University.

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.

David M. Harnisch

is president of Commercial Finance with responsibility for CIT’s corporate and leveraged financing to middle market companies, including CIT’s key industry verticals of Healthcare, Power & Energy, Technology, Media & Telecommunications, Aerospace & Defense, Government Contracting, Gaming, and Retail. He is also responsible for capital markets, asset management, middle market banking, asset-backed and asset-based lending, factoring and real estate financing, and is a member of the company’s Executive Management Committee. Most recently, Mr. Harnisch was executive vice president and head of Commercial Banking at Santander Bank. Prior to joining Santander, he was executive vice president and head of Commercial Banking Underwriting & Portfolio Management at Citizens Financial Group. He also held positions as the head of Leveraged Finance and head of Underwriting and Execution for Healthcare and Technology Banking at RBS Citizens. Earlier in his career, Mr. Harnisch spent nine years at CIT in Sponsor Finance, Asset Management and Problem Loan Management. His commercial banking and asset management career spans 27 years and began at Chase Manhattan Bank. Mr. Harnisch has a bachelor’s degree from Boston College and an MBA from New York University.

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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.

Denise M. Menelly

has served as Executive Vice President and Head of Technology and Operations since June 2016. With an extensive track record for transforming organizations, Ms. Menelly works with all of CIT’s stakeholders to leverage new and existing technologies to drive growth throughout the company, while also leading strategic vision for streamlined operations. Ms. Menelly is also responsible for overseeing CIT’s information security strategy. Previously, Ms. Menelly spent six years with Bank of America Merrill Lynch, most recently as Head of Enterprise Shared Services, where she managed and transformed functions shared by the bank’s corporate, commercial and consumer business lines. She joined Bank of America in 2010 as the chief operating officer for Corporate Banking and then became the global head of Commercial and Corporate Bank Operations, managing functions in more than 28 countries. Prior to joining Bank of America, Ms. Menelly served as the head of operations for RBS Citizens and vice chairman of Citizens Bank. In these roles her responsibilities included the U.S.-based banking operations for Consumer Banking, Commercial Banking and Global Transaction Services. From 1996 to 2008, Ms. Menelly worked at Citigroup, implementing technology and process changes while increasing her responsibilities in various Operations and Technology roles. These included Global Head of Securities & Fund Services (SFS) Operations and Client Delivery, Head of Operations for the Commercial Business Group, Head of CitiCapital Operations, Head of Global Transaction Services Client Delivery and Head of Domestic Cash Management Operations. Ms. Menelly began her career with Bankers Trust Company in 1983 and spent the next 13 years managing various operations and technology functions. Ms. Menelly holds a Bachelor of Science degree from Manhattan College.

Wahida Plummer

has served as Executive Vice President and Chief Risk Officer since May 2018. She is responsible for all of CIT’s enterprise risk management and joined CIT in 2017 as Executive Vice President in charge of regulatory matters. Prior to that she served as the head of the risk program office for Wells Fargo’s Consumer Lending Group from September 2015 to October 2017. She began her career at Citigroup and held a number of risk positions in the Global Transaction Services and CitiCapital divisions. Then she joined RBS, Americas and served in several risk, credit and compliance roles. Ms. Plummer holds an MBA in Finance from The Wharton School and a Bachelor of Science degree from the University of Maryland.

Gina M. Proia

has served as Executive Vice President and Chief Marketing and Communications Officer since December 2016. She is responsible for overseeing the company’s branding, marketing, advertising, communications and social responsibility strategies as well as ensuring they support CIT’s strategic priorities. She is also responsible for advancing strategies and programs to help promote a corporate culture that aligns employees with CIT’s business goals, facilitates sustained growth, and complies with regulatory requirements. Ms. Proia has extensive experience in designing communications strategies and building brand, reputation and culture during transformations and as part of strategic growth plans. She joined CIT following 10 years at Ally Financial, where she served in a number of roles, including as Chief Communications Officer. Prior to joining Ally, Ms. Proia held various positions at General Motors in the areas of financial and corporate communications, marketing communications, and 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.

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Steve Solk

has served as President of Consumer Banking since November 2016. He is responsible for the Consumer Banking business. Mr. Solk also served as President of CIT Business Capital from December 2015 until January 2018. Previously, Mr. Solk was an Executive Vice President of Commercial Finance at RBS Citizens Bank and a member of Citizens’ Executive Leadership Group from April 2010 until September 2014. In this role, he was responsible for executing growth strategies for four commercial banking specialty businesses, which included Franchise Finance, Business Capital, Asset Finance and Commercial Real Estate. Prior to RBS, Mr. Solk served in several executive roles in the financial sector, including more than 20 years at Citigroup. At Citigroup, he managed multiple lending and leasing specialty businesses and attained leading market positions in core target markets. Mr. Solk began his career at Bank of America, where he underwrote and managed corporate relationships. Mr. Solk earned a Bachelor of Arts degree in Finance from Arizona State University.

Edward K. Sperling

has served as Executive Vice President and Corporate Controller since November 2015. Prior to being named to this position, Mr. Sperling was Senior Vice President and Deputy Controller from 2011. Mr. Sperling has held numerous leadership roles at CIT in Corporate Accounting, Internal Audit, Credit, Financial Planning and Analysis, Investor Relations, Technology and Treasury since May 1986. Mr. Sperling holds a Bachelor of Science degree in Accounting from Rutgers University and an MBA in Finance from Seton Hall University.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires CIT’s directors, certain officers and persons who own more than 10% of a registered class of CIT’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Certain officers, directors and greater than 10% stockholders also are required by SEC rules to furnish CIT with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of Forms 3, 4 and 5 and any amendments thereto furnished to CIT and written representations made to CIT, CIT believes that all Section 16(a) filing requirements were timely met during 2020.

Item 11.

EXECUTIVE COMPENSATION

Director Compensation

The Governance Committee recommends to the Board the compensation and benefits for CIT’s

non-employee

directors. The objectives of the director compensation program are to attract highly qualified individuals to serve on the Board and to align their interests with our stockholders. Employee directors do not receive compensation for their services as a director.

CIT’s director compensation plan (the “

Director Compensation

Plan

”) is described below. Directors’ compensation is earned for each twelve-month period beginning in May and ending in April but is normally disclosed in the annual proxy statement on a fiscal year basis.

Annual Compensation

The following table outlines the elements of compensation paid to directors for the twelve-month period beginning in May and ending in April of the following calendar year, and determined by each director’s role on the Board, pursuant to the Director Compensation Plan.


	Lead Director, Board Committee Chairs and Directors Serving on more than one Board Committee		All Other Directors
Cash Retainer, CIT Board	$	90,000	$	90,000
Cash Retainer, CIT Bank Board	$	10,000	$	10,000
Equity-Based Award (1)	$	125,000 to $190,000	$	115,000
Total	$	215,000 to $290,000	$	215,000

(1)

CIT’s Director Compensation Plan provides for supplemental director equity-based awards in the form of RSUs as follows: $25,000 for serving as Audit Committee Chair, $20,000 for serving as Risk Management or Compensation Committee Chair, $15,000 for serving as Governance Committee Chair, $40,000 for serving as Lead Director, and $10,000 for serving on more than one Board Committee. The range of compensation listed in the “Equity-Based Award” and “Total” rows of the table represent the foregoing amounts. The maximum amounts in such ranges presume that a director serves as Audit Committee Chair and Lead Director and serves on more than one Board Committee.

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Table of Contents

Annual Cash Retainer

An annual cash retainer is payable semi-annually in May and October of each year. Directors may elect to receive their annual cash retainer in any combination of cash and RSUs that settle 100% in shares of CIT stock. RSUs granted in lieu of cash as part of the annual retainer vest in full on the first anniversary of the grant date.

Annual Equity Awards

Directors’ equity-based awards are granted in May of each year in the form of RSUs that settle 50% in cash and 50% in shares and fully vest on the first day of the calendar month following the first anniversary of the award. Directors may elect to receive 100% of vested RSUs in shares of CIT stock.

Pro-Ration

Upon Joining the Board

Annual cash retainers and the value of annual equity-based awards payable to directors with respect to the compensation year during which they are named to the Board are prorated, based on the number of months remaining in the compensation year at the time they are appointed to the Board divided by twelve. For directors who also become members of the Board of Directors of CIT Bank (the “

CIT Bank Board

”) and do not at the time of their appointment own any CIT common stock, vesting of that number of shares equal to $1,000 of the prorated annual equity-based award will be accelerated to the date that the director joins the CIT Bank Board.

Out-of-Pocket

Expenses

Directors are reimbursed for reasonable

out-of-pocket

expenses incurred in attending Board or Board Committee meetings and functions and for continuing education related to serving as a director of CIT.

2020 Director Compensation Table

The table below sets forth compensation information for our Directors for 2020.

Name

Fees Earned or Paid
in Cash (1) ($)

Stock Awards (2) (3) ($)

Total ($)

Ellen R. Alemany (4)

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SEC Form 10-K/A filed by CIT Group Inc (DEL) (Amendment)