Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) (

CAP

) and certain financial performance measures of the Company. For further information about how we align executive compensation with the Company’s performance, refer to

Compensation Discussion and Analysis

earlier in this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to RSUs and PSUs. Refer to the

Other Compensation Tables

earlier in this proxy statement for more information.

The following table sets forth the compensation for our PEO and the average compensation for our other NEOs, each as reported in the Summary Compensation Table (

SCT

) and with certain adjustments to reflect CAP. The table also provides information with respect to cumulative TSR, peer group cumulative TSR, net income, and the Company’s selected performance measure, Core ROTCE.


					Average Compensation Summary Table Total for Non-PEO Named Executive Officers (a)		Average Compensation Actually Paid to Non-PEO Named Executive Officers (b)		Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO (a)		Compensation Actually Paid to PEO (b)						Total Stockholder Return ($) (c)		Peer Group Total Stockholder Return ($) (d)		Net Income ($ in billions) (e)		Core ROTCE (f)

2023		13,394,384		18,920,463		6,163,491		8,414,382		130		133		1.0		11.5	%

2022		14,439,223		4,257,400		4,163,136		1,912,795		87		118		1.7		20.5	%

2021		15,545,746		21,790,378		4,555,956		6,064,788		164		132		3.1		24.3	%

2020		11,622,074		15,378,775		3,386,884		4,217,807		121		98		1.1		9.1	%

(a) Compensation for our PEO, Mr. J. Brown, reflects the amounts reported in the SCT for each respective year. Mr. J. Brown served as our PEO for the entirety of 2023, 2022, 2021, and 2020. Average compensation for our other NEOs in 2023 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Hutchinson, Mr. Schugel, Mr. B. Brown and Mr. Stengel. Average compensation for our other NEOs in 2022 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. B. Brown, Mr. Stengel, and Ms. LaClair (our former Chief Financial Officer). Average compensation for our other NEOs in 2020 and 2021 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Stengel, and Ms. LaClair.

(b) Reflects CAP for the PEO and average CAP for our other NEOs, respectively, calculated as set forth in the table below in accordance with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and other NEOs during the applicable year. For information regarding the compensation decisions made by the CNGC for 2023, refer to

Compensation Discussion and Analysis

earlier in this proxy statement.


	PEO 2023		Other NEOs 2023		PEO 2022			Other NEOs 2022			PEO 2021		Other NEOs 2021		PEO 2020		Other NEOs 2020

Total Compensation as Reported in SCT		13,394,384		6,163,491		14,439,223			4,163,136			15,545,746		4,555,956		11,622,074		3,386,884

Less Stock Award Value Reported in Summary Compensation Table for the Covered Year		7,965,789		4,248,576		9,104,715			2,106,717			9,599,579		2,315,564		6,903,212		1,671,955

Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and that were Outstanding and Unvested as of the End of the Covered Fiscal Year		8,430,142		5,625,619		4,663,153			1,081,707			8,259,859		1,992,621		7,753,340		1,866,899

Change in Fair Value of Outstanding Unvested Awards from Prior Years that were Outstanding as of the End of the Covered Fiscal Year		2,703,535		351,898		(6,776,222	)		(1,443,688	)		5,974,406		1,482,603		1,773,979		380,106

Change as of the Vesting Date in Fair Value of Awards from Prior Years that Vested in the Covered Fiscal Year		1,599,348		259,425		225,458			46,160			741,708		154,065		375,912		69,224

Plus Dividends Accumulated on Awards in the Covered Year Prior to the Vesting Date that are not Otherwise Included in Total Compensation for the Covered Year		627,599		242,206		639,278			141,698			689,786		171,000		756,682		182,676

Plus Fair Value as of the Vesting Date for Awards Granted and Vested in the Covered Year		131,243		20,318		171,225			30,499			178,452		24,107		—		3,973

Compensation Actually Paid		18,920,463		8,414,382		4,257,400			1,912,795			21,790,378		6,064,788		15,378,775		4,217,807

(c) TSR is cumulative for the measurement periods beginning on December 31, 2019, and ending on December 31 of each of 2020, 2021, 2022, and 2023 respectively, calculated in accordance with Item 201(e) of Regulation

S-K.

(d) Represents cumulative TSR for the S&P Financials Index.

(e) Reflects GAAP net income as reported in the Company’s Consolidated Statement of Income in its 2020, 2021, 2022, and 2023 Annual Reports on Form

10-K.

(f) This is a

non-GAAP

financial measure. Refer to

Appendix A

for applicable definitions and reconciliations.

Named Executive Officers, Footnote

Average compensation for our other NEOs in 2023 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Hutchinson, Mr. Schugel, Mr. B. Brown and Mr. Stengel. Average compensation for our other NEOs in 2022 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. B. Brown, Mr. Stengel, and Ms. LaClair (our former Chief Financial Officer). Average compensation for our other NEOs in 2020 and 2021 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Stengel, and Ms. LaClair.

PEO Total Compensation Amount

$ 13,394,384

$ 14,439,223

$ 15,545,746

$ 11,622,074

Adjustment To PEO Compensation, Footnote

(b) Reflects CAP for the PEO and average CAP for our other NEOs, respectively, calculated as set forth in the table below in accordance with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and other NEOs during the applicable year. For information regarding the compensation decisions made by the CNGC for 2023, refer to

Compensation Discussion and Analysis

earlier in this proxy statement.


	PEO 2023		Other NEOs 2023		PEO 2022			Other NEOs 2022			PEO 2021		Other NEOs 2021		PEO 2020		Other NEOs 2020

Total Compensation as Reported in SCT		13,394,384		6,163,491		14,439,223			4,163,136			15,545,746		4,555,956		11,622,074		3,386,884

Less Stock Award Value Reported in Summary Compensation Table for the Covered Year		7,965,789		4,248,576		9,104,715			2,106,717			9,599,579		2,315,564		6,903,212		1,671,955

Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and that were Outstanding and Unvested as of the End of the Covered Fiscal Year		8,430,142		5,625,619		4,663,153			1,081,707			8,259,859		1,992,621		7,753,340		1,866,899

Change in Fair Value of Outstanding Unvested Awards from Prior Years that were Outstanding as of the End of the Covered Fiscal Year		2,703,535		351,898		(6,776,222	)		(1,443,688	)		5,974,406		1,482,603		1,773,979		380,106

Change as of the Vesting Date in Fair Value of Awards from Prior Years that Vested in the Covered Fiscal Year		1,599,348		259,425		225,458			46,160			741,708		154,065		375,912		69,224

Plus Dividends Accumulated on Awards in the Covered Year Prior to the Vesting Date that are not Otherwise Included in Total Compensation for the Covered Year		627,599		242,206		639,278			141,698			689,786		171,000		756,682		182,676

Plus Fair Value as of the Vesting Date for Awards Granted and Vested in the Covered Year		131,243		20,318		171,225			30,499			178,452		24,107		—		3,973

Compensation Actually Paid		18,920,463		8,414,382		4,257,400			1,912,795			21,790,378		6,064,788		15,378,775		4,217,807

Non-PEO NEO Average Compensation Actually Paid Amount

$ 8,414,382

1,912,795

6,064,788

4,217,807

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Financial Performance Measures

The following table sets forth an unranked list of performance measures that we view as the “most important” financial performance measures that we use for linking CAP to our NEOs performance for the most recently completed fiscal year.

Performance Measures

Core ROTCE

Total Stockholder Value

Adjusted Earnings Per Share

Total Adjusted Revenue

Core

Pre-Tax

Income

Net Interest Margin

Consolidated Net Charge Offs