8-KLeadership ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Sep 27, 2018)

Filed September 27, 2018For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced a change to its Board of Directors, effective February 1, 2019. Terrance J. Lillis, former Executive Vice President and Chief Financial Officer of Principal Financial Group, Inc., will join the Board, expanding its size to 13 members. Mr. Lillis brings extensive financial experience, having held senior leadership roles over 35 years, and will serve on the Audit Committee. Concurrently, the company announced the retirement of long-serving director Anthony Di Iorio. Mr. Di Iorio, who has been on the Board since 2014, will retire at the annual shareholders' meeting in April 2019 due to the company's mandatory retirement age policy. These board changes are intended to refresh the board's composition and leverage new expertise while ensuring adherence to governance policies.

Key Highlights

  • 1Appointment of Terrance J. Lillis to the Board of Directors, effective February 1, 2019.
  • 2Terrance J. Lillis brings significant financial experience, having served as EVP and CFO of Principal Financial Group.
  • 3Mr. Lillis will join the Audit Committee of the Board.
  • 4Board size will increase from 12 to 13 directors.
  • 5Director Anthony Di Iorio will retire from the Board after his current term expires at the April 2019 annual meeting.
  • 6Mr. Di Iorio's retirement is due to the company's mandatory retirement age of 75.
  • 7A press release detailing these changes is attached as an exhibit.

Frequently Asked Questions

Terrance J. Lillis is the incoming director, effective February 1, 2019. He previously served as Executive Vice President and Chief Financial Officer for Principal Financial Group, Inc. before his retirement in May 2017. He has 35 years of experience in senior leadership roles at Principal Financial Group.

Anthony Di Iorio is retiring from the Board because he has reached the company's mandatory retirement age of 75. His retirement will occur at the annual meeting of shareholders in April 2019.

The appointment of Terrance J. Lillis will increase the size of the Board from 12 to 13 directors. Mr. Lillis will serve on the Audit Committee, and Mr. Di Iorio, who is retiring, also serves on the Audit Committee and the Nominating and Corporate Governance Committee.

Mr. Lillis will be compensated for his services as a director in accordance with the Citizens Financial Group, Inc. Non-Employee Directors Compensation Policy.