8-KLeadership ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Dec 19, 2018)

Filed December 19, 2018For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced significant changes to its Board of Directors through an 8-K filing on December 19, 2018. The primary development is the election of Mr. Edward J. Kelly III to the Board, effective February 1, 2019. Mr. Kelly brings extensive experience from his former role as Chairman of Citigroup's Institutional Clients Group, and his appointment is expected to temporarily increase the Board's size to 14 directors until the April 2019 annual meeting. He will also serve on key committees, including Compensation and Human Resources and Nominating and Corporate Governance, indicating a focus on strengthening expertise in these critical areas. Concurrently, the company announced the retirement of Mr. Arthur F. Ryan from the Board following the April 2019 annual meeting, due to reaching the mandatory retirement age. Mr. Ryan's departure marks the end of his long tenure, during which he served as lead independent director and chaired the Compensation and Human Resources Committee. These board transitions, alongside other previously announced changes, suggest a strategic refresh of the board's composition and expertise to align with the company's future strategic direction.

Key Highlights

  • 1Edward J. Kelly III elected to the Board of Directors, effective February 1, 2019.
  • 2Mr. Kelly has significant prior experience as Chairman of Citigroup's Institutional Clients Group.
  • 3Board size will temporarily increase to 14 directors until the April 2019 annual meeting.
  • 4Mr. Kelly will serve on the Compensation and Human Resources and Nominating and Corporate Governance Committees.
  • 5Arthur F. Ryan, lead independent director, will retire from the Board in April 2019 upon reaching mandatory retirement age.
  • 6Mr. Ryan's retirement follows his long service since 2009, including chairing the Compensation and Human Resources Committee.

Frequently Asked Questions

Edward J. Kelly III has been elected to the Board of Directors effective February 1, 2019. He brings substantial experience to the board, having most recently served as Chairman of Citigroup's Institutional Clients Group from 2011 until his retirement in July 2014.

Arthur F. Ryan is retiring from the Board after his current term expires at the annual shareholders' meeting in April 2019 because he has reached the mandatory retirement age as stipulated by the Company's Corporate Governance Guidelines. He has been a director since 2009 and currently serves as the lead independent director and chair of the Compensation and Human Resources Committee.

The election of Mr. Kelly will temporarily increase the Board's size to 14 directors until the next annual meeting in April 2019. Mr. Kelly's appointment and Mr. Ryan's retirement, along with other previously announced changes, indicate a transition and potential refresh of the Board's composition and expertise.

Mr. Kelly will serve on the Compensation and Human Resources Committee and the Nominating and Corporate Governance Committee of the Board.