8-KLeadership Changes

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Mar 13, 2015)

Filed March 13, 2015For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) filed an 8-K on March 13, 2015, reporting the retirement of its Executive Vice President and Chief Financial Officer, John Fawcett. Mr. Fawcett's retirement is effective April 6, 2015, with his full departure from the company on April 30, 2015. This filing outlines the specific terms of his separation agreement, including compensation and benefits he will receive. Investors should note the details of the financial arrangements associated with Mr. Fawcett's departure. These include the award of his 2014 performance compensation as restricted stock units, a payment in lieu of 2015 performance compensation, and provisions for attorney fees and medical costs. The agreement also includes standard post-employment covenants such as non-disclosure and non-solicitation, which are typical for executive departures and are designed to protect the company's interests.

Key Highlights

  • 1John Fawcett, EVP and CFO, is retiring effective April 6, 2015, and will leave the company on April 30, 2015.
  • 2Mr. Fawcett will receive his 2014 performance compensation ($402,500) as restricted stock units with the original vesting schedule.
  • 3A payment of $500,000 is being made to Mr. Fawcett in lieu of his 2015 performance year variable compensation.
  • 4Additional payments include $12,500 for attorney's fees and $25,000 for medical costs post-retirement.
  • 5Mr. Fawcett's outstanding equity awards will continue to vest according to existing plans and agreements.
  • 6Receipt of these benefits is contingent upon Mr. Fawcett signing a release of claims.
  • 7Mr. Fawcett is subject to 12-month post-termination covenants including non-disclosure, non-solicitation of clients, and non-solicitation/non-hire of employees.

Frequently Asked Questions

This 8-K filing is primarily to announce the retirement of John Fawcett, the Executive Vice President and Chief Financial Officer of Citizens Financial Group, Inc., and to detail the terms of his separation agreement.

Mr. Fawcett will receive his 2014 performance compensation as restricted stock units, a $500,000 payment in lieu of 2015 performance compensation, and reimbursements for attorney fees ($12,500) and medical costs ($25,000).

Yes, the receipt of these benefits is subject to Mr. Fawcett executing and not revoking a release of claims in favor of the Company. He is also bound by post-termination covenants.

Mr. Fawcett is subject to a perpetual non-disclosure covenant and 12-month post-termination covenants regarding non-solicitation of clients and non-solicitation/non-hire of employees.