8-KLeadership ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Dec 14, 2016)

Filed December 14, 2016For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

This 8-K filing by Citizens Financial Group, Inc. (CFG) announces a significant change in its executive leadership. The company has appointed John F. Woods as its new Executive Vice President and Chief Financial Officer (CFO), effective February 13, 2017, with Mr. Woods officially succeeding the interim CFO on March 4, 2017. Mr. Woods brings extensive financial experience, having previously served as CFO of the Americas for Mitsubishi UFJ Financial Group, Inc. (MUFG) and holding senior finance roles at major institutions like JPMorgan Chase. The appointment comes with a comprehensive compensation package designed to attract and retain Mr. Woods, including a substantial base salary, target bonus opportunity, and significant buy-out awards to compensate for forfeited benefits from his prior employer. These awards are subject to board approval and will be granted partly in cash and partly as restricted stock units, aligning his incentives with the company's performance. Investors should note the provisions for severance in case of termination without cause or in connection with a change of control, as well as the credit for prior service towards retirement eligibility.

Key Highlights

  • 1John F. Woods appointed as Executive Vice President and Chief Financial Officer (CFO) of Citizens Financial Group, Inc.
  • 2Mr. Woods' start date is February 13, 2017, and he will officially take over from the interim CFO on March 4, 2017.
  • 3Mr. Woods has a strong financial background, previously serving as CFO of the Americas for MUFG.
  • 4His compensation package includes an initial annual base salary of $700,000 and a target bonus of $2,700,000.
  • 5Mr. Woods will receive substantial buy-out awards totaling approximately $7,000,000 to offset forfeitures from his previous employer, to be granted in cash and restricted stock units.
  • 6The employment agreement includes severance provisions for termination without cause or in connection with a change of control.
  • 7Mr. Woods will be credited with five years of service for retirement eligibility upon commencement of employment.

Frequently Asked Questions

John F. Woods has been appointed as the new Executive Vice President and Chief Financial Officer (CFO) of Citizens Financial Group, Inc.

Mr. Woods will join the company on February 13, 2017, and will succeed the interim CFO, John Fawcett, effective March 4, 2017.

The compensation includes an initial annual base salary of $700,000, a target bonus opportunity of $2,700,000, and approximately $7,000,000 in buy-out awards related to forfeited benefits from his previous employer. These buy-out awards will be granted partially in cash and partially as restricted stock units, subject to board approval.

In the event of termination by the Company without 'cause', Mr. Woods will receive a minimum of 26 weeks of base salary. In case of termination related to a 'change of control' within 18 months of his start date, he will receive an amount equal to 100% of his base salary and target bonus opportunity, not less than $3,400,000, subject to his execution of a release of claims.