8-KLeadership ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Nov 30, 2020)

Filed November 30, 2020For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on November 30, 2020, significant changes to its Board of Directors, effective February 1, 2021. The company is appointing two new independent directors, Christopher J. Swift and Lee Alexander, to enhance board expertise. Mr. Swift brings extensive experience from The Hartford, particularly in risk management, and will join the Risk Committee. Mr. Alexander, with his background as CIO at The Clearing House, will contribute to the Audit Committee, strengthening the board's oversight in technology and payments infrastructure. Concurrently, long-serving director Howard Hanna will retire from the board in April 2021, following the company's mandatory age-related corporate governance guidelines. These board adjustments reflect a strategic move to infuse fresh perspectives and specialized skills while adhering to governance best practices. The board size will temporarily increase to 14 directors before settling at 13 directors after the annual shareholder meeting.

Key Highlights

  • 1Appointment of two new independent directors: Christopher J. Swift and Lee Alexander, effective February 1, 2021.
  • 2Christopher J. Swift, Chairman & CEO of The Hartford, will join the Board's Risk Committee.
  • 3Lee Alexander, EVP & CIO of The Clearing House, will join the Board's Audit Committee.
  • 4Howard Hanna, a director since 2009, will retire from the Board at the April 2021 annual shareholder meeting.
  • 5Retirement of Mr. Hanna is due to mandatory age considerations under the Company's corporate governance guidelines.
  • 6The Board size will increase from 13 to 14 directors on February 1, 2021, and then decrease to 13 directors in April 2021.
  • 7New directors will be compensated according to the Company's Non-Employee Directors Compensation Policy.

Frequently Asked Questions

The company is appointing Christopher J. Swift and Lee Alexander to bring new expertise and perspectives to the Board of Directors, particularly in areas like risk management and information technology/payments infrastructure, while also refreshing board composition in line with corporate governance best practices.

Christopher J. Swift, with his leadership role at The Hartford, brings significant experience in financial services and risk management. Lee Alexander, as CIO of The Clearing House, offers expertise in payment systems and technology, which is increasingly critical in the financial industry.

Howard Hanna is retiring due to mandatory age considerations outlined in Citizens Financial Group's corporate governance guidelines. He has served on the board since 2009 and will continue until the annual shareholder meeting in April 2021.

The Board of Directors will temporarily increase to 14 members on February 1, 2021, with the addition of the two new directors. Following Mr. Hanna's retirement in April 2021, the Board size will return to 13 directors.