Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
(Address of Registrant’s principal executive offices) |
(Zip Code) |
Title of Each Class |
Trading Symbols |
Name of Exchange | ||
5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share |
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
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Item 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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 | ||
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 |
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 • Senior Deputy Comptroller for Large Bank Supervision in the Office of the Comptroller of the Currency |
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 |
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. |
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 |
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 |
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 |
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 |
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 |
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.) |
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 LeadersPrior 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 |
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. |
• Majority Voting in Director Elections. • Lead Director. 10-K/A under the heading “Board Leadership Structure.”• Absence of a Stockholder Rights Plan. • Stock Ownership Requirements. • Political Contributions. 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 • Executive Sessions. • Limitations on Participation on Other Boards. • Hedging, Margin Accounts and Pledged Securities. • Board and Board Committee Evaluations. • Proxy Access. 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. |
• | 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. |
• | 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. |
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. |
Item 11. |
EXECUTIVE COMPENSATION |
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 $10,000 for serving on more than one Board Committee. The range of compensation listed in the “Equity-Based Award” and “Total” rows of the table represent the foregoing amounts. The maximum amounts in such ranges presume that a director serves as Audit Committee Chair and Lead Director and serves on more than one Board Committee. |
Name |
Fees Earned or Paid in Cash (1) ($) |
Stock Awards (2) (3) ($) |
Total ($) |
|||||||||
Ellen R. Alemany (4) |
$ | — | $ | — | $ | — | ||||||
Michael L. Brosnan |
$ | 100,000 | $ | 140,000 | $ | 240,000 | ||||||
Michael A. Carpenter |
$ | 100,000 | $ | 125,000 | $ | 225,000 | ||||||
Dorene C. Dominguez |
$ | 100,000 | $ | 115,000 | $ | 215,000 | ||||||
Alan L. Frank |
$ | 100,000 | $ | 140,000 | $ | 240,000 | ||||||
William M. Freeman |
$ | 90,000 | $ | 125,000 | $ | 215,000 | ||||||
R. Brad Oates |
$ | 100,000 | $ | 145,000 | $ | 245,000 | ||||||
Gerald Rosenfeld |
$ | 100,000 | $ | 135,000 | $ | 235,000 | ||||||
Vice Admiral John R. Ryan |
$ | 90,000 | $ | 165,000 | $ | 255,000 | ||||||
Sheila A. Stamps |
$ | 100,000 | $ | 125,000 | $ | 225,000 | ||||||
Khanh T. Tran |
$ | 100,000 | $ | 115,000 | $ | 215,000 | ||||||
Laura S. Unger |
$ | 100,000 | $ | 125,000 | $ | 225,000 |
(1) | Mr. Rosenfeld elected to receive 100% of his 2020 retainer in the form of RSUs. All of the other non-employee directors received their retainers as cash. The grant date fair value of RSUs received at each director’s election did not exceed the value of the foregone cash retainer, and no amount related to such awards is therefore included in the “Stock Awards” column. The retainer amounts were converted to a number of RSUs based on the closing price of CIT common stock on the respective grant dates, and are scheduled to vest 100% on the first anniversary of the grant date. The number of RSUs granted and the grant date fair value of awards granted at Mr. Rosenfeld’s election are as follows: 3,053 RSUs granted on May 12, 2020 ($45,000), and 1,709 RSUs granted on October 19, 2020 ($45,000). |
(2) | Represents the aggregate grant date fair value of RSUs granted during 2020 for each non-employee director, other than for RSUs granted to Mr. Rosenfeld as part of the annual retainer and described in footnote 1 above. These amounts do not represent the actual value realized by each director. The grant date fair value is determined in accordance with FASB ASC Topic 718 based on the closing price of CIT common stock on the date of grant. The number of RSUs granted during 2020 was determined based on the closing price of CIT common stock on each grant date and are scheduled to vest 100% on the first day of the calendar month following the first anniversary of the date of the award. The number of RSUs and grant date fair value of awards granted to each non-employee director are as follows: |
Name |
Grant Date |
# RSUs |
Grant Date Fair Value |
|||||||
Mr. Ryan |
5/12/2020 | 11,194 | $ | 165,000 | ||||||
Mr. Oates |
5/12/2020 | 9,837 | $ | 145,000 | ||||||
Messrs. Brosnan and Frank |
5/12/2020 | 9,498 | $ | 140,000 | ||||||
Mr. Rosenfeld |
5/12/2020 | 9,159 | $ | 135,000 | ||||||
Messrs. Carpenter and Freeman; Mses. Stamps and Unger |
5/12/2020 | 8,480 | $ | 125,000 | ||||||
Ms. Dominguez and Mr. Tran |
5/12/2020 | 7,802 | $ | 115,000 |
(3) | The following table sets forth the aggregate number of equity-based awards to each non-employee director outstanding at December 31, 2020: |
Name |
# RSUs |
|||
Mr. Brosnan |
10,157 | |||
Mr. Carpenter |
18,304 | |||
Ms. Dominguez |
8,398 | |||
Mr. Frank |
10,251 | |||
Mr. Freeman |
11,887 | |||
Mr. Oates |
15,585 | |||
Mr. Rosenfeld |
37,404 | |||
Mr. Ryan |
20,385 | |||
Ms. Stamps |
11,590 | |||
Mr. Tran |
8,398 | |||
Ms. Unger |
25,929 |
(4) | Ms. Alemany’s compensation for 2020 was based solely on her role as CEO of CIT, as disclosed in the “Summary Compensation Table” and discussed in the “Compensation Discussion and Analysis” section below. |
Executive Compensation Highlights | ||
2020 Named Executive Officers |
This CD&A describes the compensation of our continuing 2020 NEOs: • Ellen R. Alemany • John J. Fawcett • David M. Harnisch • Denise M Menelly • Steve Solk: | |
2020 Compensation Program Highlights |
Our executive compensation programs are periodically adjusted and refined to reflect our business evolution. Our 2020 compensation programs were designed around our continuing vision of creating a leading national bank focused on lending and leasing to middle market and small businesses. |
• | Performance-Driven |
• | Short-Term Incentive “STI” years--but equally weighted. For 2020, maximum STI for all of our NEOs remained limited to 150% of target. |
• | Long-Term Incentive “LTI” “PSUs” “TSR” |
• | Clawback |
• | Long-Term Focus one-year vesting requirement, no single-trigger change of control provisions, no grants of stock options or stock appreciation rights below 100% of fair market value). |
Philosophy and Objectives of Our Executive Compensation Program | ||
Guiding Principles |
||
Attract, retain and motivate high-quality executives and staff |
• Target pay levels designed to be competitive with market practice. • Differentiation of compensation by individual, reflecting his or her role, experience, performance and expected contributions. | |
Pay for performance / Meritocracy |
• Our program includes short-term and long-term performance-based elements, encompassing both objective and subjective goals, and considers corporate, business segment, individual, and both absolute and relative performance. • Total direct compensation is expected to vary each year and over the long term to reflect our strategic objectives and performance. | |
Reinforce long-term view of CIT performance and value creation |
• A significant portion of incentive compensation is stock-based and long-term in focus. • Robust equity holding requirements and prohibition on hedging. | |
Make compensation decisions in accordance with strong governance and risk management |
• Retain an independent compensation consultant to advise the Compensation Committee. • Maintain robust clawback provisions. • Chief Risk Officer (“ CRO |
Sound Pay Practices | ||
What We Do: |
What We Don’t Do: | |
• Significant emphasis on performance-based compensation and deferrals, with majority of incentive compensation dependent on long-term performance (including relative TSR performance) • Balanced portfolio of metrics that drive annual, long-term financial and strategic goals • All LTI and STI subject to clawbacks that extend post-vesting • LTI is 100% performance based, with 50% of LTI value in PSUs and 50% in PBRSUs • Stock ownership and retention requirements that reinforce alignment between executives and shareholders • Independent compensation consultant advising the Compensation Committee |
• No golden parachute tax gross-ups for our executives• No participation in executive pension arrangements for executives • No excessive perquisites • No repricing of underwater stock options, grants of discounted stock options or grants of stock options with reload provisions (no stock options granted since 2010 and no stock options remain outstanding) • No single-trigger change of control provisions in our equity-based awards • No hedging of CIT securities, including equity-based compensation awards, for all employees, including our NEOs |
Annual Base Salary |
Short-Term Incentive (Cash) |
Long-Term Incentive (Equity Awards) | ||
• Only element of target total compensation that is not “at risk” • Set within a competitive range of market to attract and retain top talent • Reflects responsibility, expertise and experience • Foundation from which incentives and other benefits are determined |
• Motivate and reward for achieving or exceeding annual financial, strategic, operational and other goals that ultimately support sustained long-term profitable growth and value creation • Each continuing NEO has a target opportunity expressed as a percentage of base salary reflective of the NEO’s role (185% for the CEO and between 108% and 136% for the other NEOs) • Tied directly to performance in year for which reported and granted in first quarter following end of performance year |
• Motivate and reward for delivering long-term sustained performance aligned with shareholder interests • Awards are 100% performance based and comprised of 50% PSUs and 50% PBRSUs: • PSUs cliff vest at the end of 3 years and are based on three-year average adjusted ROTCE (with a three-year cumulative TSR adjustment factor relative to the component companies of the KBW Nasdaq Bank Index); • PBRSUs vest ratably over 3 years and include a performance vesting hurdle |
Annual Base Salary | ||
About 13% to 30% of target total direct compensation Fixed Cash |
Annual base salary amounts are intended to provide a level of predictable income that reflects each executive’s level of responsibility, expertise and experience. As part of approving 2020 total direct compensation targets in February 2020, the Compensation Committee reviewed total compensation targets for our peer group in consultation with Pay Governance, as well as competitive market compensation surveys and other publicly available information. Two of our continuing NEOs received annual base salary increases: Mr. Harnisch, upon his promotion following Mr. Rubino’s departure, and Mr. Solk, who received a market adjustment; Ms. Alemany’s, Mr. Fawcett’s and Ms. Menelly’s annual base salaries were unchanged from 2019. |
NEO |
2019 Annual Base Salary |
2020 Annual Base Salary |
% Change from 2019 |
|||||||||
Ellen R. Alemany |
$ | 1,000,000 | $ | 1,000,000 | 0 | % | ||||||
John J. Fawcett |
$ | 800,000 | $ | 800,000 | 0 | % | ||||||
David M. Harnisch |
$ | 650,000 | $ | 700,000 | 8 | % | ||||||
Denise M. Menelly |
$ | 600,000 | $ | 600,000 | 0 | % | ||||||
Steve Solk |
$ | 550,000 | $ | 600,000 | 9 | % |
Short-Term Incentive Awards | ||
About 24% to 34% of target total direct compensation Performance-Based Cash Awarded after performance year in Q1 2021 Subject to Recoupment |
Short-term incentive awards are determined at year end based on annual performance and are generally paid in cash. An NEO’s short-term incentive award can be earned between 0% and 150% of target based on a year-end assessment of performance against his or her annual scorecard. Historically, annual scorecards included quantitative company-wide performance goals (for all NEOs) and business unit performance goals (for NEOs other than our CEO and CFO). For 2020, however, the Compensation Committee determined instead to base short-term incentive awards on Resilience Scorecards, described further below.As a governance matter, an STI pool for all executive officers was established under the 2015 Executive Incentive Plan based on 2% of adjusted pre-tax income. The Compensation Committee evaluated the disruptive effects of COVID-19 on our financial performance and determined that, after taking such effects into account, the pool accommodated the funding of annual incentives as determined based on the Resilience Scorecards. As a result, 2020 STI amounts appear in the “Bonus Awards” column in the Summary Compensation Table.As part of approving 2020 total direct compensation targets during the first quarter of 2020, the Compensation Committee reviewed total compensation targets for the Company’s proxy peer group (for the CEO and CFO), as well as competitive market compensation surveys from McLagan and other publicly available information. Our clawback policy (designed to discourage inappropriate or excessive risk) applies to earned short-term incentive awards, as discussed in more detail under “Clawback Provisions” below. |
NEO |
2019 Target STI Amount |
2020 Target STI Amount |
As % of Salary |
% Change in 2020 Target STI Amount (from 2019) |
||||||||||||
Ellen R. Alemany |
$ | 1,850,000 | $ | 1,850,000 | 185 | % | 0 | % | ||||||||
John J. Fawcett |
$ | 1,000,000 | $ | 1,000,000 | 125 | % | 0 | % | ||||||||
David M. Harnisch |
$ | 850,000 | $ | 950,000 | 136 | % | 12 | % | ||||||||
Denise M. Menelly |
$ | 750,000 | $ | 750,000 | 125 | % | 0 | % | ||||||||
Steve Solk |
$ | 600,000 | $ | 650,000 | 108 | % | 8 | % |
Qualitative Rating |
Achievement % Range | |
Significantly Exceeded |
125% to 150% | |
Exceeded |
110% to 125% | |
Met |
90% to 110% | |
Mostly Met |
75% to 90% | |
Partially Met |
50% to 75% | |
Did Not Meet |
0% to 50% |
• | Each NEO’s Target STI Award, which is set by the Compensation Committee as a specified dollar amount |
• | The STI Achievement Percentage applicable to each NEO, which is calculated based on the sum of: |
• | The NEO’s percentage achievement for each of the four goal categories times the respective weighting for each category (25%). |
Achievement Percentage (Resilience) |
||||||||||||||
Goal Category |
Weighting |
% Achieved |
||||||||||||
Target STI Award Amount |
X | Financial | 25% | X | 0% to 150% | = | STI Payout Amount ($) (rounded up or down to nearest $25,000) | |||||||
Strategic/Operational | 25% | 0% to 150% | ||||||||||||
Risk/Regulatory/Compliance | 25% | 0% to 150% | ||||||||||||
Culture/Talent Management | 25% | 0% to 150% |
Capped at 150% of 2020 target for the CEO and other NEOs All goal categories weighted 25% for 2020 using Resilience Scorecard |
Our NEOs’ 2020 goals and objectives, along with associated weightings, were set as described above and reflect the Company’s priorities in light of COVID-19. After the end of the performance year (in February 2021), the Compensation Committee (and Pay Governance, its independent compensation consultant) reviewed Ms. Alemany’s performance and in turn discussed its assessment with the independent members of the Board of Directors.For members of the Executive Management Committee (“ EMC |
Goal |
Weighting |
Qualitative Rating |
Weighted % Achieved | |||
1. Financial |
25% | Significantly Exceeded | 37.5% | |||
2. Strategic / Operational |
25% | Significantly Exceeded | 37.5% | |||
3. Risk / Regulatory / Compliance |
25% | Significantly Exceeded | 37.5% | |||
4. Culture / Talent Management |
25% | Significantly Exceeded | 37.5% | |||
Total Short-Term Incentive % Achieved |
150% | |||||
Total Short-Term Incentive Amount (rounded) |
$2,775,000 |
• | Proactively managed the portfolio (including sale of railcars and legacy consumer mortgage loans) and deployed agility in the marketplace to pursue opportunities in growth areas such as Asset-Based Lending, Power & Renewable Energy and Technology & Telecommunications, while also pulling back from harder hit sectors in the market |
• | Exceeded 2020 operating expense goals by about $50 million, accelerated Mutual of Omaha Bank (“ MoOB |
• | Optimized borrowing costs through issuance of $500 million in senior unsecured debt and by completing tender offer for $233 million in bank notes at a gain and reducing future interest expense by approximately $7 million per annum. |
• | Optimized deposit funding and significantly reduced deposit costs while still maintaining strong customer retention and significantly growing CAB and Commercial deposits |
• | Maintained appropriate reserves reflecting the COVID-19 environment under the new CECL standard and maintained strong capital and liquidity |
• | Partnered with clients on relief programs such as PPP, deferrals, forbearance and waiving of fees to access funds |
• | Reached an agreement to merge with First Citizens, which served as a capstone to CIT’s five year transformation, created significant shareholder value and will produce a Top 20 U.S. bank. |
• | Proactively managed through an unprecedented pandemic to prioritize employee safety, business and operational continuity and client relationships |
• | Shifted to a primarily remote-working model, while still advancing business goals and strong engagement |
• | Implemented a plan to keep branches open, while keeping customers and employees safe |
• | Worked closely with clients on PPP, payment deferrals, loan forbearance and fee waivers |
• | Deployed enhanced employee communications and resources to help the team adapt to the new working model |
• | Completed the integration of MoOB ahead of schedule and exceeded planned expense goals |
• | Completed sale of the wealth management business |
• | Completed branch optimizations |
• | Maintained disciplined underwriting standards through the pandemic and adjusted our market presence in harder-hit industries through the economic disruption |
• | Built operational capabilities to participate in the PPP and Main Street programs and implemented other relief efforts for customers during the pandemic |
• | Maintained strong regulatory and compliance rigor during the pandemic |
• | Deployed robust business continuity efforts to ensure employee and customer wellbeing, uninterrupted service to our customers and management of our business |
• | Continued to drive culture at all levels through the remote working model through frequent all team calls, written communications and leadership forums |
• | Launched more defined core values in January to drive the integration with Mutual of Omaha Bank |
• | Further built on the Be You diversity and inclusion program through many employee forums, including those that focused on social justice and equity |
• | Launched the Be You HEARD employee resource group for black employees and allies |
• | Committed $1M+ to community partners in support of COVID-19 relief efforts |
• | Ranked as one of the Best Midsize Employers for 2020 by Forbes and Best Places to Work, Corporate Equality Index 2020 by the Human Rights Campaign Foundation. |
• | To recognize our employee wellbeing efforts, we received the First Coast Worksite Wellness Council’s (FCWWC) Healthiest Companies platinum award winner in Jacksonville and the Thrive NYC Workplace Mental Health Champion award |
• | Served in a leadership role with key industry organizations such as the Midsized Bank Coalition of America, The Partnership for NYC and Council for Economic Development to ensure that CIT’s issues were represented and that we had access to key industry information. |
Name |
Weighting |
Target STI |
Rating |
Weighted % Achieved |
Calculated STI Value |
Actual STI Value |
||||||||||||||
Mr. Fawcett |
$ |
1,000,000 |
131% |
$ |
1,312,500 |
$ |
1,500,000 |
|||||||||||||
1. Financial |
25% | $ | 250,000 | Exceeded | 31% | $ | 312,500 | |||||||||||||
2. Strategic/Operational |
25% | $ | 250,000 | Significantly Exceeded | 38% | $ | 375,000 | |||||||||||||
3. Risk/Regulatory/Compliance |
25% | $ | 250,000 | Exceeded | 31% | $ | 312,500 | |||||||||||||
4. Culture/Talent Management |
25% | $ | 250,000 | Exceeded | 31% | $ | 312,500 | |||||||||||||
Mr. Harnisch |
$ |
950,000 |
100% |
$ |
950,000 |
$ |
950,000 |
|||||||||||||
1. Financial |
25% | $ | 237,500 | Met | 23% | $ | 213,750 | |||||||||||||
2. Strategic/Operational |
25% | $ | 237,500 | Exceeded | 28% | $ | 261,250 | |||||||||||||
3. Risk/Regulatory/Compliance |
25% | $ | 237,500 | Mostly Met | 19% | $ | 178,125 | |||||||||||||
4. Culture/Talent Management |
25% | $ | 237,500 | Significantly Exceeded | 31% | $ | 296,875 | |||||||||||||
Ms. Menelly |
$ |
750,000 |
129% |
$ |
965,625 |
$ |
1,125,000 |
|||||||||||||
1. Financial |
25% | $ | 187,500 | Met | 28% | $ | 206,250 | |||||||||||||
2. Strategic/Operational |
25% | $ | 187,500 | Significantly Exceeded | 38% | $ | 281,250 | |||||||||||||
3. Risk/Regulatory/Compliance |
25% | $ | 187,500 | Met | 28% | $ | 206,250 | |||||||||||||
4. Culture/Talent Management |
25% | $ | 187,500 | Significantly Exceeded | 36% | $ | 271,875 | |||||||||||||
Mr. Solk |
$ |
650,000 |
114% |
$ |
739,375 |
$ |
750,000 |
|||||||||||||
1. Financial |
25% | $ | 187,500 | Met | 28% | $ | 178,750 | |||||||||||||
2. Strategic/Operational |
25% | $ | 187,500 | Exceeded | 31% | $ | 203,125 | |||||||||||||
3. Risk/Regulatory/Compliance |
25% | $ | 187,500 | Met | 23% | $ | 146,250 | |||||||||||||
4. Culture/Talent Management |
25% | $ | 187,500 | Significantly Exceeded | 33% | $ | 211,250 |
• | Financial: COVID-19 markets, realizing coupon savings in excess of 500 basis points; completed tender offer for $233 million or 43% of outstanding bank note program at an advantageous price and reducing future interest expense; worked closely with all deposit franchises to drive dramatic reductions in consumer and commercial deposit offer rates; supported Payroll Protection Program (“PPP |
• | Strategic/Operational: COVID-19; substantially aligned capital ratios with peer bank universe, albeit below CET1 internal target as a result of MoOB closing on January 1, 2020 and Q1 2020 emergence of COVID-19; realized synergies from MoOB acquisition better than budget; supported successful disposition of MoOB Wealth Business; continued progress with Finance transformation; managed liquidity pool higher during the onset of COVID-19 and ramped it back down as market and perceived risks to CIT normalized; successfully transitioned Finance to remote work, including quarterly close process; drove full integration of CECL into financial and risk reporting; actively engaged in portfolio management strategies in investment securities, rail and LCM portfolio. |
• | Risk/Regulatory/Compliance: |
• | Culture/Talent Management: COVID-19; maintained transparency as core operating principle in Finance. |
• | Financial: Achieved loan growth in 2020, with earning asset levels ahead of budget, despite COVID-19 impact on several businesses; quickly pivoted origination away from higher risk COVID-19 impacted sectors and allocated capital and investment into growing sectors, resulting in stronger pipeline activity and business during 2020; achieved significant success in deposit raising and pricing in 2020 despite COVID-19; significantly improved loan to debt ratio; reduced commercial deposit costs through improved deposit pricing discipline, exit of higher priced customer deposits, and reduced market interest rates; executed integration of MoOB businesses into Commercial Finance; remained disciplined around expense and human capital management during 2020 and COVID-19 despite increased demands. |
• | Strategic/Operational : non-apparel sectors and increased coverage through direct sales force; Commercial staff successfully transitioned to working from home with operations and client delivery continuing seamlessly. |
• | Risk/Regulatory/Compliance : COVID-19, initiated Daily Portfolio and Industry Vertical reporting and update meetings in March 2020 given pace, velocity, and severity of business and market contraction; conducted multiple special sector “Deep Dives” with Credit Risk; executed a “risk fence” of vulnerable industry sectors and clients within three weeks of COVID-19; reallocated resources, shifting staff to both Portfolio Management and Workout (“PLM”) to ensure sufficient risk management resources during COVID-19 and to protect balance sheet and franchise; performed strongly on regulatory exams. |
• | Culture/Talent Management : COVID-19; supported increased movement across businesses while reducing attrition risk and improved career progression; fostered culture of working collaboratively across Commercial Finance; continued to support cross-business talent pollination and movement between businesses; ensured constant and effective communication with Commercial Finance staff, along with increased communication in 2020 given COVID-19 and the Merger. |
• | Financial: COVID-19 through application rationalization, IT vendor optimization, offshoring, reduced infrastructure spending, and automation; managed MoOB integration expenses below budget, and on track for 30% reduction in total footprint; achieved top tier industry benchmarks for technology expense ratios in management/overhead, telecom expenses, and end user computing; successfully executed MoOB integration ahead of schedule, exceeding expense save goals for 2020; redeployed >350 employees to execute COVID-19 programs; drove higher than expected recoveries on gross losses in Business Capital through collection initiatives. |
• | Strategic/Operational: pre-COVID-19 COVID-19, rapidly and successfully provisioned >93% of workforce to work from home at full capacity while successfully minimizing impact to branch employees and others requiring office access; rapidly and successfully executed solutions for multiple government-mandated relief programs as well as loan deferrals, collections, and forbearance activities; conducted extensive due diligence related to M&A initiatives; delivered key components of end-to-end |
• | Risk/Regulatory/Compliance: COVID-19; raised and maintained heightened threat level for most of 2020 due to increased attacks during COVID-19 pandemic, including blocking an average of 100,000 cyber-attacks and malicious activity attempts per month; implemented new customer identity and access management system; maintained effective controls mitigating external threats without incremental resources; provided secure environment for remote workforce and effectively managed impact of natural disasters and civil unrest. |
• | Culture/Talent Management: COVID-19 planning, with focus on employee safety and successful execution of business functions; continued technology resource transformation, upgrading talent, replacing contractors with full time employees and reducing spans and layers; integrated MoOB employees into T&O organization and culture; assumed responsibility for Equipment Finance originations team and completed staffing and alignment of Jacksonville Tech COE; ensured focus on diversity hires and assignments to key roles and co-chaired Diversity & Inclusion Council and Be YOU Women, increasing membership and improving culture. |
• | Financial: Pre-Tax Income improvement based on LCM loan sales revenue, lower deposit costs and operating expenses, and solid loan volumes; significantly reduced mortgage forbearances as well as loan deferrals for Small Business Administration loans; significantly lowered cost of funds across all products in Branch and Direct channels, while retaining fewer rate-sensitive customers; achieved cost synergies in alignment with MoOB integration plan; worked closely with more than 475 customers to provide substantial support through SBA PPP loans. |
• | Strategic/Operational: Non-Maturing Deposits and Certificates of Deposit; achieved significant increases in Merchant Services and Small Business customers driven by deposits through branch referrals – with continued focus and integration of educational and support platforms across branch network; completed rationalization of all products, procedures and services associated with the MoOB integration, implemented strong deposit pricing framework and remained on track with all MoOB integration-related expense and revenue synergies; consolidated eight branches during 2020; continued to strengthen connectivity with communities served by CIT, and drove initiatives to support CRA plans; Savings Builder awarded 2020 Fintech Breakthrough Award and Money Magazine featured Direct Bank’s Savings Products in Money’s Best Savings Accounts of 2020. |
• | Risk/Regulatory/Compliance: COVID-19, civil unrest and natural disasters – while maintaining service continuity for Consumer Banking customers and clients; took measures to maintain clean and sanitized environment in branches and adhered to social distancing; maintained disciplined risk management processes from onset of COVID-19, including processes supporting regulatory examinations and oversight; originated loans through PPP that were favorable to CRA initiatives and Fair Lending. |
• | Culture/Talent Management: COVID-19, while maintaining extremely high productivity levels with limited disruption for employees and customers; maintained training and development opportunities; provided proactive and strong counseling and support opportunities to employees to help manage issues in connection with COVID-19 and other significant events during 2020; made continual “wellness calls” to branch customers, with additional focus on elderly customers. |
Long-Term Incentive Awards | ||
About 40% to 64% of target total direct compensation Performance-Based PSUs earned based on ROTCE and TSR performance for 2020-2022 performance period PBRSUs earned over 3 years Subject to forfeiture and/or recoupment |
2020 LTI awards were granted 50% in PSUs based on achievement of three-year average adjusted ROTCE (with a three-year cumulative TSR adjustment factor) and 50% in PBRSUs with a performance vesting hurdle (minimum Common Equity Tier 1 for well-capitalized banks). PSUs link executive compensation with the Company’s financial performance over a three-year period while maintaining a significant portion of total compensation in equity-based awards. • Given the importance to our business strategy to drive ROTCE performance, the Compensation Committee and the Board of Directors determined that it was appropriate to continue to use three-year average adjusted ROTCE as a metric in the long-term incentive design. • Under the TSR adjustment factor, earnout may be increased or decreased by up to 20% depending on the Company’s three-year cumulative TSR results relative to the component companies of the KBW Nasdaq Bank Index (to which CIT was added during 2019) for the performance period (with no increase permitted if the Company’s TSR for the performance period is negative). • PSUs also complement our other compensation elements by incentivizing our NEOs to focus on improved profitability over the three-year period, with clawbacks designed to discourage inappropriate or excessive risk. Both our Chief Risk Officer (“ CRO |
NEO |
2019 Target LTI Amount |
2020 Target LTI Amount |
% Change from 2019 |
|||||||||
Ellen R. Alemany |
$ | 5,000,000 | $ | 5,000,000 | 0 | % | ||||||
John J. Fawcett |
$ | 1,600,000 | $ | 1,600,000 | 0 | % | ||||||
David M. Harnisch |
$ | 1,000,000 | $ | 1,250,000 | 25 | % | ||||||
Denise M. Menelly |
$ | 900,000 | $ | 900,000 | 0 | % | ||||||
Steve Solk |
$ | 850,000 | $ | 900,000 | 6 | % |
NEO |
2018 PSU Award Value at Target |
2018 PSU Value Realized |
||||||
Ellen R. Alemany |
$ | 2,375,000 | $ | 0 | ||||
John J. Fawcett |
$ | 800,000 | $ | 0 | ||||
Denise M. Menelly |
$ | 400,000 | $ | 0 | ||||
Steve Solk |
$ | 425,000 | $ | 0 |
NEO |
Supplemental Award Amount |
% of 2018 PSU Award Value at Target |
||||||
Ellen R. Alemany |
$ | 768,757 | 32 | % | ||||
John J. Fawcett |
$ | 258,956 | 32 | % | ||||
Denise M. Menelly |
$ | 129,465 | 32 | % | ||||
Steve Solk |
$ | 137,574 | 32 | % |
Incentive Compensation |
||||||||||||||||||||||||
Name |
Annual Base Salary ($) |
STI ($) |
LTI ($) at Target |
2020 Annual TDC ($) |
2020 Supplemental Equity Award (S) |
2020 Annual TDC + Supplemental ($) |
||||||||||||||||||
Ellen R. Alemany |
$ | 1,000,000 | $ | 2,775,000 | $ | 5,000,000 | $ | 8,775,000 | $ | 768,757 | $ | 9,543,757 | ||||||||||||
John J. Fawcett |
$ | 800,000 | $ | 1,500,000 | $ | 1,600,000 | $ | 3,900,000 | $ | 258,956 | $ | 4,158,956 | ||||||||||||
David M. Harnisch |
$ | 700,000 | $ | 950,000 | $ | 1,250,000 | $ | 2,900,000 | $ | — | $ | 2,900,000 | ||||||||||||
Denise M. Menelly |
$ | 600,000 | $ | 1,125,000 | $ | 900,000 | $ | 2,625,000 | $ | 129,465 | $ | 2,754,465 | ||||||||||||
Steve Solk |
$ | 600,000 | $ | 750,000 | $ | 900,000 | $ | 2,250,000 | $ | 137,574 | $ | 2,387,574 |
• | Executive Management Goals |
• | Overall Short-Term Incentive Funding |
• | Executive Management Compensation |
• | Compensation Policies and Procedures |
• | Covered Employees |
• | Annual Assessment |
Associated Banc-Corp | Fifth Third Bancorp | Signature Bank | ||
BOK Financial | First Horizon National | SVB Financials Group | ||
Citizens Financial Group, Inc. | Huntington Bancshares Inc. | Synovus Financial Corp | ||
Comerica Incorporated | KeyCorp | Wintrust Financial Corp. | ||
Cullen/Frost Bankers | People’s United Financials, Inc. | Zions Bancorporation | ||
East West Bancorp | Regions Financial Corp. |
• | PBRSUs non-competition, non-solicitation, non-inducement, confidential information, inventions, developments, proprietary property or notice period. Unvested PBRSUs are also subject to forfeiture if the executive retires from CIT to work for a competitor. |
• | PSUs pre-tax GAAP loss occurs for either of the two years following the end of the performance period as a result of credit losses incurred with respect to loan and lease transactions originated and booked during the performance period. Pre-Tax GAAP losses are determined based on pre-tax income after excluding the impact of (1) adjustments to or impairment of goodwill or other intangible assets; (2) changes in accounting principles during the performance period; (3) Fresh Start Accounting charges and prepayment charges related to the prepayment or early extinguishment of CIT’s debt; (4) restructuring or business characterization activities, including, but not limited to, terminations of office leases, or reductions in force, that are reported by CIT; and (5) any other extraordinary or unusual items as determined by the Compensation Committee. |
• | Cash STI Awards non-competition, non-solicitation, non-inducement, confidential information, inventions, developments, proprietary property or notice period. |
Name and Principal Position |
Year |
Salary (1) ($) |
Bonus Awards (2) ($) |
Stock Awards (3) ($) |
Non-Equity Incentive Compensation (4) ($) |
All Other Compensation (5) ($) |
Total ($) |
|||||||||||||||||||||
Ellen R. Alemany (6) Chairwoman and Chief Executive Officer of CIT Group |
|
2020 2019 2018 |
|
$ $ $ |
1,000,000 1,000,000 1,000,000 |
|
$ $ $ |
2,775,000 — — |
|
$ $ $ |
5,768,757 5,000,000 5,750,000 |
|
$ $ $ |
— 2,275,000 2,125,000 |
|
$ $ $ |
35,201 64,413 86,198 |
|
$ $ $ |
9,578,958 8,339,413 8,961,198 |
| |||||||
John J. Fawcett Executive Vice President and Chief Financial Officer |
|
2020 2019 2018 |
|
$ $ $ |
800,000 800,000 800,000 |
|
$ $ $ |
1,500,000 — — |
|
$ $ $ |
1,858,956 1,600,000 1,600,000 |
|
$ $ $ |
— 1,350,000 1,100,000 |
|
$ $ $ |
14,602 14,352 14,102 |
|
$ $ $ |
4,173,558 3,764,352 3,514,102 |
| |||||||
David M. Harnish President, Commercial Finance |
|
2020 2019 |
|
$ $ |
677,083 177,500 |
|
$ $ |
950,000 1,215,000 |
|
$ $ |
1,250,000 2,000,000 |
|
$ $ |
— 850,000 |
|
$ $ |
14,602 101 |
|
$ $ |
2,891,686 4,242,601 |
| |||||||
Denise M. Menelly Executive Vice President and Head of Technology and Operations |
|
2020 2019 2018 |
|
$ $ $ |
600,000 600,000 583,333 |
|
$ $ $ |
1,125,000 — — |
|
$ $ $ |
1,029,465 900,000 800,000 |
|
$ $ $ |
— 950,000 800,000 |
|
$ $ $ |
14,602 14,352 14,102 |
|
$ $ $ |
2,769,067 2,464,352 2,197,435 |
| |||||||
Steve Solk President, Consumer Banking |
|
2020 2019 2018 |
|
$ $ $ |
591,667 550,000 550,000 |
|
$ $ $ |
750,000 — — |
|
$ $ $ |
1,037,574 850,000 850,000 |
|
$ $ $ |
— 600,000 625,000 |
|
$ $ $ |
14,452 13,902 29,352 |
|
$ $ $ |
2.393,693 2,013,902 2,054,352 |
| |||||||
Robert Rubino (7) Former President of CIT Bank, N.A. and Head of Commercial Banking |
|
2020 2019 |
|
$ $ |
336,364 678,974 |
|
$ $ |
— 2,800,000 |
|
$ $ |
1,900,000 4,400,000 |
|
$ $ |
— 1,100,000 |
|
$ $ |
1,504,523 11,535 |
|
$ $ |
3,740,887 8,990,509 |
|
(1) | The amounts shown represent the salaries earned through December 31 of each year. Ms. Menelly received an increase resulting in an annual base salary rate of $600,000 effective March 1, 2018, Mr. Harnisch was paid an annual base salary at the rate of $650,000 upon joining CIT during 2019 and received an increase resulting in an annual base salary rate of $700,000 effective June 16, 2020, Mr. Solk received an increase resulting in an annual base salary rate of $600,000 effective March 1, 2020, and Mr. Rubino was paid an annual base salary at the rate of $800,000 upon joining CIT during 2019. |
(2) | The 2020 amounts shown represent the 2020 short-term incentives paid in cash, as described in the Compensation Discussion and Analysis. The 2019 amounts shown for Messrs. Harnisch and Rubino represent Sign-On Awards granted in connection with the commencement of their employment with CIT and which were intended to compensate them for incentive compensation forfeited or repaid upon termination of employment with their prior employers. |
(3) | Amounts in this column represent the aggregate grant date fair market value of stock awards (PBRSUs and PSUs at target, as applicable) granted during 2020, 2019, and 2018 and computed in accordance with FASB ASC Topic 718 (“ ASC 718 |
(4) | Amounts shown for 2019 and 2018 represent short-term incentives paid in cash for each respective year. 2020 short-term incentives are reported in the bonus column as described in footnote 2, and therefore no amounts are reported in this column for 2020. |
(5) | The following supplemental table sets forth for 2020 the components of compensation reported as All Other Compensation above, based on the incremental cost to CIT of providing the benefit: |
Name |
Car and Driver for Security ($) |
401(k) Match /Supplemental Employer Contribution ($) |
Life Insurance ($) |
Severance ($) |
Total ($) |
|||||||||||||||
Ellen R. Alemany |
$ | 20,599 | $ | 14,200 | $ | 402 | $ | — | $ | 35,201 | ||||||||||
John J. Fawcett |
$ | — | $ | 14,200 | $ | 402 | $ | — | $ | 14,602 | ||||||||||
David M. Harnisch |
$ | — | $ | 14,200 | $ | 402 | $ | — | $ | 14,602 | ||||||||||
Denise M. Menelly |
$ | — | $ | 14,200 | $ | 402 | $ | — | $ | 14,602 | ||||||||||
Steve Solk |
$ | — | $ | 14,050 | $ | 402 | $ | — | $ | 14,452 | ||||||||||
Robert Rubino |
$ | — | $ | 14,200 | $ | 168 | $ | 1,490,155 | $ | 1,504,523 |
(6) | Ms. Alemany’s compensation for 2020 was based solely on her role as CEO of CIT; Ms. Alemany did not receive additional compensation for serving as a director of CIT during 2020. |
(7) | Mr. Rubino was an executive officer through May 12, 2020. |
Name |
Grant Date |
Award Approval Date (1) |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) |
Estimated Future Payouts Under Equity Incentive Plan Awards (3) |
All Other Stock Awards: Number of Shares of |
Grant Date Fair Value of Stock and Option |
||||||||||||||||||||||||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
Stock or Units (#) |
Awards (4) ($) |
|||||||||||||||||||||||||||||
Ellen R. Alemany |
10/19/20 | 10/19/20 | 29,197 | (5) | $ | 768,757 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 52,149 | (7) | $ | 2,500,000 | |||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 19,790 | 49,476 | 74,213 | $ | 2,500,000 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | $ | — | $ | 1,850,000 | $ | 2,775,000 | |||||||||||||||||||||||||||||
John J. Fawcett |
10/19/20 | 10/19/20 | 9,835 | (5) | $ | 258,956 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 16,688 | (7) | $ | 800,000 | |||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 6,333 | 15,832 | 23,748 | $ | 800,000 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | $ | — | $ | 1,000,000 | $ | 1,500,000 | |||||||||||||||||||||||||||||
David M. Harnisch |
06/10/20 | 06/10/20 | 5,022 | (6) | $ | 125,000 | ||||||||||||||||||||||||||||||
06/10/20 | 06/10/20 | 2,139 | 5,349 (6 | ) | 8,023 | $ | 125,000 | |||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 10,430 | (7) | $ | 500,000 | |||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 3,958 | 9,895 | 14,843 | $ | 500,000 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | $ | — | $ | 950,000 | $ | 1,425,000 | |||||||||||||||||||||||||||||
Denise M. Menelly |
10/19/20 | 10/19/20 | 4,917 | (5) | $ | 129,465 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 9,387 | (7) | $ | 450,000 | |||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 3,562 | 8,906 | 13,358 | $ | 450,000 | ||||||||||||||||||||||||||||||
Steve Solk |
10/19/20 | 10/19/20 | 5,225 | (5) | $ | 137,574 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 9,387 | (7) | $ | 450,000 | |||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 3,562 | 8,906 | 13,358 | $ | 450,000 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | $ | — | $ | 650,000 | $ | 975,000 | |||||||||||||||||||||||||||||
Robert Rubino |
02/20/20 | 02/20/20 | 19,816 | (7) | $ | 950,000 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | 7,520 | 18,801 | 28,201 | $ | 950,000 | ||||||||||||||||||||||||||||||
02/20/20 | 02/20/20 | $ | — | $ | 1,100,000 | $ | 1,650,000 |
(1) | Plan-based compensation awards are granted to employees by action of the Compensation Committee and/or the full Board of Directors. Approvals for 2020 target short-term incentive, 2020 Long-Term PBRSU and 2020 PSU awards and the associated grant dates are shown in the table above. |
(2) | Represents the target maximum STI amount payable to each NEO according to each NEO’s 2020 Resilience Scorecard. As discussed in the Compensation Discussion and Analysis, short-term incentives are payable in cash, and may increase or decrease from the target value with actual payouts ranging from 0% to 150%. Actual amounts paid in cash for 2020 performance are included in the Bonus column of the 2020 Summary Compensation Table and further described in the CD&A. |
(3) | Represents PSUs granted in 2020 for the 2020-2022 performance period. PSU payouts may increase or decrease from the target grant, with actual payouts ranging from 0% to 150% of the target grant based on performance against pre-established adjusted ROTCE with a TSR adjustment factor, subject to 3-year cliff vesting. The threshold amount shown assumes the lowest thresholds attainable are met, resulting in a payout of 40% of the target number of PSUs granted. If performance thresholds are not met, then the payout would be 0% of the PSUs granted. |
(4) | Stock awards are valued in accordance with ASC 718, based on the fair market value of CIT common stock on each respective date of grant, and awards subject to performance conditions are determined based on the probable outcome of such conditions. Fair market values for RSU and PBRSU awards granted during 2020 are based on the closing price of CIT common stock on each respective date of grant. Grant date fair market values for PSU awards granted during 2020 reflect the impact of the TSR adjustment factor described in the Compensation Discussion and Analysis, calculated using a Monte Carlo simulation model. |
(5) | Represents a one-time grant of supplemental PBRSUs to Ms. Alemany, Mr. Fawcett, Ms. Menelly and Mr. Solk, as discussed above on page 28. These PBRSUs vested on December 31, 2020. |
(6) | Represents incremental PBSRUS and incremental PSUs to Mr. Harnisch in connection with an increase to his LTI upon his promotion in 2020. The PBRSUs will vest in three equal installments on July 1, 2021, March 1, 2022 and March 1, 2023. The PSUs granted are for the 2020-2022 performance period. PSU payouts may increase or decrease from the target grant, with actual payouts ranging from 0% to 150% of the target grant based on performance against pre-established ROTCE subject to 3-year cliff vesting. The threshold amount shown assumes the lowest thresholds attainable are met, resulting in a payout of 40% of the target number of PSUs granted. If performance thresholds are not met, then the payout would be 0% of the PSUs granted. |
(7) | Represents the portion of 2020 long-term incentives in the form of PBRSUs, granted during 2020. These PBRSUs are scheduled to vest one-third per year over three years subject to an additional performance vesting hurdle (if the Company does not meet or exceed the applicable minimum Common Equity Tier 1 capital ratio required for well-capitalized banks as established by the Federal Reserve for the prior year, the Compensation Committee will determine whether a portion, if any, of the PBRSUs will vest). |
Stock Awards |
||||||||||||||||
Name |
Number of Shares or Units of Stock That Have Not Vested (1) (#) |
Market Value of Shares or Units of Stock That Have Not Vested (2) ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) |
||||||||||||
Ellen R. Alemany |
118,045 | $ | 4,237,816 | 138,394 | $ | 4,968,345 | ||||||||||
John J. Fawcett |
32,087 | $ | 1,151,923 | 45,013 | $ | 1,615,967 | ||||||||||
David M. Harnisch |
37,926 | $ | 1,361,543 | 26,814 | $ | 962,623 | ||||||||||
Denise M. Menelly |
17,740 | $ | 636,866 | 24,413 | $ | 876,427 | ||||||||||
Steve Solk |
17,568 | $ | 630,691 | 24,408 | $ | 876,247 | ||||||||||
Robert Rubino |
64,687 | $ | 2,322,263 | 11,783 | $ | 423,010 |
(1) | This column shows the aggregate number of PBRSUs outstanding as of December 31, 2020 that remain outstanding as of that date. The remaining vesting dates are shown in the following table. All awards described below vest in three equal annual installments on the first day of the calendar month following the first anniversary of the award, unless otherwise noted. |
Name |
Grant Date |
PBRSUs Outstanding |
Remaining Vesting Dates | |||||
Ellen R. Alemany |
02/20/2020 | 52,149 | 03/01/2021, 03/01/2022, 03/01/2023 | |||||
02/21/2019 | 32,661 | 03/01/2021, 03/01/2022 | ||||||
02/21/2018 | 18,550 | 03/01/2021 (Vest in full) | ||||||
02/21/2018 | 14,685 | 03/01/2021 | ||||||
John J. Fawcett |
02/20/2020 | 16,688 | 03/01/2021, 03/01/2022, 03/01/2023 | |||||
02/21/2019 | 10,452 | 03/01/2021, 03/01/2022 | ||||||
02/21/2018 | 4,947 | 03/01/2021 | ||||||
David M. Harnisch |
06/10/2020 | 5,023 | 07/01/2021, 03/01/2022, 03/01/2023 | |||||
02/20/2020 | 10,430 | 03/01/2021, 03/01/2022, 03/01/2023 | ||||||
10/23/2019 | 7,491 | 03/01/2021, 03/01/2022 | ||||||
10/23/2019 | 14,982 | 11/01/2021, 11/01/2022 | ||||||
Denise M. Menelly |
02/20/2020 | 9,387 | 03/01/2021, 03/01/2022, 03/01/2023 | |||||
02/21/2019 | 5,879 | 03/01/2021, 03/01/2022 | ||||||
02/21/2018 | 2,474 | 03/01/2021 | ||||||
Steve Solk |
02/20/2020 | 9,387 | 03/01/2021, 03/01/2022, 03/01/2023 | |||||
02/21/2019 | 5,553 | 03/01/2021, 03/01/2022 | ||||||
02/21/2018 | 2,628 | 03/01/2021 | ||||||
Robert Rubino |
02/20/2020 | 19,817 | 03/01/2021, 03/01/2022, 03/01/2023 | |||||
02/25/2019 | 12,356 | 03/01/2021, 03/01/2022 | ||||||
02/25/2019 | 32,514 | 03/01/2021, 03/01/2022 |
(2) | Shares are valued based on a $35.90 share price, the closing price of CIT common stock on December 31, 2020, and assume achievement of performance conditions at 100% of target. |
(3) | The amounts shown in this column represent the aggregate number of PSU awards outstanding as of December 31, 2020, assuming a payout at 100% of target. Actual payouts will be determined at such time that the Compensation Committee certifies, following the end of each respective performance period, that the relevant performance measures were achieved. PSU awards are generally expected to be certified by the Committee no later than March 15 of the year immediately following the end of the respective performance period. The corresponding performance periods and remaining vesting dates are shown in the following table. |
Name |
Grant Date |
PSUs Outstanding |
Performance Period |
Vesting Dates | ||||||||
Ellen R. Alemany |
02/20/20 | 49,476 | 2020 – 2022 | 12/31/22 | ||||||||
02/21/19 | 45,830 | 2019 – 2021 | 12/31/21 | |||||||||
02/21/18 | 43,088 | 2018 – 2020 | 12/31/20 | |||||||||
John J. Fawcett |
02/20/20 | 15,833 | 2020 – 2022 | 12/31/22 | ||||||||
02/21/19 | 14,666 | 2019 – 2021 | 12/31/21 | |||||||||
02/21/18 | 14,514 | 2018 – 2020 | 12/31/20 | |||||||||
David M. Harnisch |
06/10/20 | 5,349 | 2020 – 2022 | 12/31/22 | ||||||||
02/20/20 | 9,896 | 2020 – 2022 | 12/31/22 | |||||||||
10/23/19 | 11,569 | 2019 – 2021 | 12/31/21 | |||||||||
Denise M. Menelly |
02/20/20 | 8,906 | 2020 – 2022 | 12/31/22 | ||||||||
02/21/19 | 8,250 | 2019 – 2021 | 12/31/21 | |||||||||
02/21/18 | 7,257 | 2018 – 2020 | 12/31/20 | |||||||||
Steve Solk |
02/20/20 | 8,906 | 2020 – 2022 | 12/31/22 | ||||||||
02/21/19 | 7,792 | 2019 – 2021 | 12/31/21 | |||||||||
02/21/18 | 7,711 | 2018 – 2020 | 12/31/20 | |||||||||
Robert Rubino |
02/20/20 | 3,134 | 2020 – 2022 | 12/31/22 | ||||||||
02/25/19 | 8,649 | 2019 – 2021 | 12/31/21 |
Name |
Award Vesting Date |
Award Type |
Number of Shares Acquired on Vesting (1) (#) |
Closing Price of CIT Common Stock at Vesting ($) |
Value Realized on Vesting (2) ($) |
|||||||||||||||
Ellen R. Alemany |
2/20/2020 | PSUs | 42,236 | $ | 47.94 | $ | 2,024,770 | |||||||||||||
2/28/2020 | PBRSUs | 14,685 | $ | 39.71 | $ | 583,140 | ||||||||||||||
2/28/2020 | PBRSUs | 16,331 | $ | 39.71 | $ | 648,475 | ||||||||||||||
3/13/2020 | PBRSUs | 18,034 | $ | 22.84 | $ | 411,878 | ||||||||||||||
12/31/2020 | PBRSUs | 29,197 | $ | 35.90 | $ | 1,048,172 | ||||||||||||||
|
|
|||||||||||||||||||
$ | 4,716,435 | |||||||||||||||||||
John J. Fawcett |
2/20/2020 | PSUs | 13,093 | $ | 47.94 | $ | 627,652 | |||||||||||||
2/28/2020 | PBRSUs | 4,947 | $ | 39.71 | $ | 196,426 | ||||||||||||||
2/28/2020 | PBRSUs | 5,226 | $ | 39.71 | $ | 207,512 | ||||||||||||||
3/13/2020 | PBRSUs | 5,879 | $ | 22.84 | $ | 134,274 | ||||||||||||||
12/31/2020 | PBRSUs | 9,835 | $ | 35.90 | $ | 353,077 | ||||||||||||||
|
|
|||||||||||||||||||
$ | 1,518,941 | |||||||||||||||||||
David M. Harnisch |
10/30/2020 | PBRSUs | 3,746 | $ | 29.45 | $ | 110,300 | |||||||||||||
10/30/2020 | PBRSUs | 7,491 | $ | 29.45 | $ | 220,599 | ||||||||||||||
|
|
|||||||||||||||||||
$ | 330,899 | |||||||||||||||||||
Denise M. Menelly |
2/20/2020 | PSUs | 7,509 | $ | 47.94 | $ | 359,959 | |||||||||||||
2/28/2020 | PBRSUs | 2,474 | $ | 39.71 | $ | 98,213 | ||||||||||||||
2/28/2020 | PBRSUs | 2,940 | $ | 39.71 | $ | 116,725 | ||||||||||||||
3/13/2020 | PBRSUs | 3,206 | $ | 22.84 | $ | 73,223 | ||||||||||||||
12/31/2020 | PBRSUs | 4,917 | $ | 35.90 | $ | 176,520 | ||||||||||||||
|
|
|||||||||||||||||||
$ | 824,641 | |||||||||||||||||||
Steve Solk |
2/20/2020 | PSUs | 7,978 | $ | 47.94 | $ | 382,456 | |||||||||||||
2/28/2020 | PBRSUs | 2,628 | $ | 39.71 | $ | 104,351 | ||||||||||||||
2/28/2020 | PBRSUs | 2,777 | $ | 39.71 | $ | 110,241 | ||||||||||||||
3/13/2020 | PBRSUs | 3,407 | $ | 22.84 | $ | 77,799 | ||||||||||||||
12/31/2020 | PBRSUs | 5,225 | $ | 35.90 | $ | 187,578 | ||||||||||||||
|
|
|||||||||||||||||||
$ | 862,425 | |||||||||||||||||||
Robert Rubino |
2/28/2020 | PBRSUs | 16,257 | $ | 39.71 | $ | 645,565 | |||||||||||||
2/28/2020 | PBRSUs | 6,178 | $ | 39.71 | $ | 245,315 | ||||||||||||||
|
|
|||||||||||||||||||
$ | 890,880 |
(1) | None of the NEOs has outstanding stock options, and no stock options were exercised by any of the NEOs during 2020. |
(2) | The value shown was determined by multiplying the aggregate number of PSUs and PBRSUs on each specific vesting date by the closing price of CIT common stock on that date, or the last trading date immediately preceding the vesting date in the event the vesting date occurred on a non-trading date. |
Termination Reason |
Name |
Severance (1) |
Value of Unvested Equity-Based Awards (2) |
Total |
||||||||||
Good Reason or Involuntary Without Cause |
Ellen R. Alemany | $ | 3,519,903 | $ | 9,206,064 | $ | 12,725,967 | |||||||
John J. Fawcett | $ | 2,356,106 | $ | 2,767,776 | $ | 5,123,882 | ||||||||
David M. Harnisch | $ | 1,731,693 | $ | 2,324,032 | $ | 4,055,725 | ||||||||
Denise M. Menelly | $ | 1,708,617 | $ | 1,513,210 | $ | 3,221,827 | ||||||||
Steve Solk | $ | 1,354,041 | $ | 1,506,864 | $ | 2,860,905 | ||||||||
Robert Rubino | $ | 1,490,155 | $ | 2,745,206 | $ | 4,235,361 | ||||||||
Qualifying Termination following Change of Control |
Ellen R. Alemany | $ | 12,074,170 | $ | 9,206,064 | $ | 21,280,234 | |||||||
John J. Fawcett | $ | 5,502,596 | $ | 2,767,776 | $ | 8,270,372 | ||||||||
David M. Harnisch | $ | 4,151,848 | $ | 2,324,032 | $ | 6,475,880 | ||||||||
Denise M. Menelly | $ | 4,003,772 | $ | 1,513,210 | $ | 5,516,982 | ||||||||
Steve Solk | $ | 3,207,120 | $ | 1,506,864 | $ | 4,713,984 |
(1) | Messrs. Fawcett and Harnisch, Ms. Menelly, and Messrs. Solk and Rubino are eligible to receive severance benefits pursuant to the CIT Employee Severance Plan, which generally covers all U.S. employees. In the event of a qualifying termination (other than following a Change of Control), they would be entitled to a severance amount equal to (1) one-time annual base salary, plus (2) a pro-rated severance bonus, plus (3) at the discretion of CIT, up to 12 weeks of base salary in lieu of written notice of termination from CIT, plus (4) the estimated value of the employer portion of the cost of health insurance premiums for one year for continued medical, vision, prescription drug and dental coverage under Company-sponsored health coverage plans on a self-pay basis in accordance with COBRA, which amount will be increased to cover applicable taxes, and certain outplacement services. |
(2) | Generally, represents unvested equity-based awards that are calculated based on $35.90, the closing price of CIT common stock on December 31, 2020. For employees who meet “retirement” criteria upon their resignation or involuntary termination without cause, the awards continue to vest over time on their original schedules (PSU awards are prorated in the event of involuntary termination without cause for employees who do not meet “retirement” criteria). In the event of death, disability or a qualifying termination following a Change of Control, awards vest immediately. The awards are subject to the clawback provisions described in the Compensation Discussion and Analysis. |
April 20, 2021 | Compensation Committee | |
R. Brad Oates, Chair | ||
Dorene C. Dominguez | ||
Michael A. Carpenter | ||
William M. Freeman | ||
John R. Ryan |
Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Title Of Class Of Stock |
Name And Address Of Beneficial Owner |
Amount And Nature Of Beneficial Ownership |
Percentage Of Common Stock |
|||||||
Common Stock |
Blackrock, Inc. 55 East 52 nd StreetNew York, NY 10055 |
11,616,874 | (1) | 11.8 | % | |||||
Common Stock |
The Vanguard Group 100 Vanguard Blvd. Malvern, Pa 19355 |
9,305,984 | (2) | 9.44 | % | |||||
Common Stock |
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 0211 |
5,287,105 | (3) | 5.37 | % |
(1) | This information was derived from the Schedule 13G/A filed on January 27, 2021 by BlackRock, Inc., which reports that BlackRock, Inc. has sole power to vote or direct the vote over 11,351,825 shares and sole power to dispose or direct the disposition of 11,616,874 shares. |
(2) | This information was derived from the Schedule 13G/A filed on February 10, 2021 by The Vanguard Group, which reports that The Vanguard Group has shared power to vote or direct the vote over 96,874 shares, sole power to dispose of or direct the disposition of 9,131,639 shares and shared power to dispose or to direct the disposition of 174,345 shares. |
(3) | This information was derived from the Schedule 13G filed on February 8, 2021 by State Street Corporation, which reports that State Street Corporation has shared voting power over 4,868,098 shares and shared dispositive power over 5,287,105 shares. |
Name of Individual |
Amount and Nature of Beneficial Ownership (CIT Common Stock and Exchangeable Shares) (1) (2) |
Percentage of Class | ||
Ellen R. Alemany (3) |
303,372 | * | ||
Michael L. Brosnan |
13,883 | * | ||
Michael A. Carpenter |
14,983 | * | ||
Dorene C. Dominguez |
5,307 | * | ||
Alan L. Frank (3) |
39,797 | * | ||
William M. Freeman |
13,311 | * | ||
R. Brad Oates |
18,469 | * | ||
Gerald Rosenfeld |
26,542 | * | ||
John R. Ryan |
14,201 | * | ||
Sheila A. Stamps |
8,673 | * | ||
Khanh T. Tran |
9,185 | * | ||
Laura S. Unger (4) |
21,353 | * | ||
John J. Fawcett |
54,373 | * | ||
David Harnisch |
10,396 | * | ||
Denise M. Menelly |
28,564 | * | ||
Steve Solk |
20,594 | * | ||
Robert Rubino |
30,147 | * | ||
All Directors and Executive Officers as a group (22 persons) (5) |
678,770 | * |
* | Represents less than 1% of our total outstanding Common Stock. |
(1) | Excludes RSUs issued under our equity compensation plans that will settle 100% in stock, for which the holders do not have voting rights, and for which ownership has not vested, in the following amounts: Ms. Alemany — 147,240, Mr. Rosenfeld — 4,762, Mr. Fawcett — 53,243, Mr. Harnisch – 59,524, Ms. Menelly — 29,949, Mr. Solk — 29,786, and 93,955 to all other executive officers as a group. |
(2) | Excludes RSUs issued under our equity compensation plans, for which the holders do not have voting rights, for which ownership has not vested, and for which settlement shall be made 50% in cash and 50% in stock, in the following amounts: Mr. Brosnan — 10,156 (all of which Mr. Brosnan elected to settle 100% in stock), Mr. Carpenter — 9,139 (all of which Mr. Carpenter elected to settle 100% in stock and to defer settlement until he is no longer a member of the Board), Ms. Dominguez — 8,398, Mr. Frank — 10,251 (all of which Mr. Frank elected to settle 100% in stock), Mr. Freeman — 9,233 (2,654 of which Mr. Freeman elected to settle 100% in stock and to defer settlement until he is no longer a member of the Board), Mr. Oates — 10,590 (4,995 of which Mr. Oates elected to settle 100% in stock and to defer settlement until he is no longer a member of the Board), Mr. Rosenfeld — 37,403 (all of which Mr. Rosenfeld elected to settle 100% in stock and to defer settlement until he is no longer a member of the Board), Mr. Ryan — 12,009 (8,375 of which Mr. Ryan elected to settle 100% in stock and to defer settlement until he is no longer a member of the Board), Ms. Stamps — 9,139 (2,451 of which Mr. Stamps elected to settle 100% in stock and to defer settlement until she is no longer a member of the Board), Mr. Tran – 8,398 (596 of which Mr. Tran elected to settle 100% in stock) and Ms. Unger — 25,928 (16,790 of which Ms. Unger elected to settle 100% in stock and to defer settlement until she is no longer a member of the Board). |
(3) | Includes shares of CIT common stock held in various trusts for which the director or officer has disclaimed beneficial ownership, in the following amounts: Ms. Alemany — 254,255 and Mr. Frank — 9,097. |
(4) | Includes 10,000 shares of CIT common stock held indirectly by Ms. Unger’s spouse. |
(5) | Includes individuals who are directors and executive officers of the Company as of the date of this Form 10-K/A. Excludes Mr. Rubino since he ceased being an executive officer of the Company on May 12, 2020. |
Item 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
• | interests arising solely from the related person’s position as a director or limited partner, or from the direct or indirect ownership by the related person, and all other related persons, in the aggregate of less than a 10% equity interest in another corporation or organization that is a participant in the transaction; |
• | amounts due from related persons to CIT for purchases of goods and services subject to usual trade terms, for ordinary business travel and expense payments, and for other indebtedness transactions in the ordinary course of business; |
• | interests arising solely from the ownership of a class of CIT’s equity securities, if all holders of that class of equity securities receive the same benefit on a pro rata |
• | transactions where price is determined by competitive bid, or where the service is rendered as a common carrier or public utility at rates fixed pursuant to law; |
• | transactions that involve compensation to a director, or compensation to executive officers, approved by the Board; or |
• | interests arising solely from the related person’s position as an executive officer or director of another entity that is a participant in the transaction, where (a) the related person and his or her immediate family members own in the aggregate less than a 5% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction, and (c) the amount involved in the transaction equals less than 2% of the annual gross revenues of each of CIT and the other entity that is a participant in the transaction. |
Item 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
|||||||
Audit Fees (1) |
$ | 8,495,715 | $ | 8,289,050 | ||||
Audit-Related Fees |
— | — | ||||||
Tax Fees (2) |
863,401 | 352,500 | ||||||
All Other Fees (3) |
18,000 | 18,000 | ||||||
|
|
|
|
|||||
Total Fees |
$ | 9,377,116 | $ | 8,659,550 | ||||
|
|
|
|
(1) | Audit fees include fees in connection with professional services rendered for audit of CIT’s consolidated financial statements and effectiveness of internal controls over financial reporting, reviews of CIT’s unaudited interim consolidated financial statements included in Forms 10-Q, and as appropriate, statutory and regulatory audits, issuances of comfort letters, consents and assistance with review of documents filed with the SEC. |
(2) | Tax fees include fees for tax services rendered for tax return preparation, tax compliance and tax advice. |
(3) | All other fees include fees for licensure of an accounting research tool. |
Item 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
1. | The Consolidated Financial Statements of CIT Group Inc. and its subsidiaries, including the notes thereto, were included in Item 8. Financial Statements and Supplementary Data of the Original Filing. |
2. | All financial statement schedules are not included because they are not applicable or because the required information was included in the Consolidated Financial Statements or the notes thereto, included in Item 8. Financial Statements and Supplementary Data of the Original Filing. |
3. | The exhibits required to be filed as part of this Form 10-K/A and exhibits incorporated herein by reference to other documents are listed as follows: |
32.1** | Certification of Ellen R. Alemany pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to Exhibit 32.1 to Form 10-K filed February 19, 2021). | |
32.2** | Certification of John Fawcett pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to Exhibit 32.2 to Form 10-K filed February 19, 2021). | |
101.1 | The following materials from CIT Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | |
104 | The cover page from CIT Group Inc.’s Form 10-K for the annual period ended December 31, 2020, formatted inline XBRL (contained in exhibit 101.1). |
* |
Indicates a management contract or compensatory plan or arrangement. |
** |
This information is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any filing under the Securities Act of 1933. |
CIT GROUP INC. By: | ||||||
April 30, 2021 | /s/ Ellen R. Alemany | |||||
Ellen R. Alemany | ||||||
Chairwoman and Chief Executive Officer and Director |