8-KLeadership ChangesExhibits & Filings

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Executive Changes (Aug 12, 2025)

Filed August 12, 2025For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) has announced a significant leadership change with the appointment of Aunoy Banerjee as its new Executive Vice President and Chief Financial Officer (CFO), effective October 24, 2025. Mr. Banerjee brings extensive experience from his previous role as CFO of Barclays Bank PLC and a 25-year career in financial services. His appointment signifies a strategic move to leverage his expertise in global financial operations and business line support. This change follows the previously announced departure of current CFO John Woods on August 15, 2025, with Chris Emerson stepping in as interim CFO.

Key Highlights

  • 1Aunoy Banerjee appointed as new Executive Vice President and Chief Financial Officer (CFO), effective October 24, 2025.
  • 2Mr. Banerjee has a strong background, previously serving as CFO of Barclays Bank PLC and holding senior roles at State Street Corporation.
  • 3His responsibilities at Citizens will encompass Financial Planning & Analysis, Controller, Investor Relations, Treasury, Tax, Capital Management, and more.
  • 4Current CFO John Woods will depart on August 15, 2025; Chris Emerson will serve as interim CFO.
  • 5Mr. Banerjee's employment agreement includes an annual base salary of $700,000.
  • 6He will receive guaranteed 2025 incentive compensation of $3,700,000 (subject to reduction based on prior employer allowances) and a $5,000,000 buy-out award (mix of cash and RSUs vesting over four years).
  • 7Severance provisions include two weeks' salary per year of service (minimum 26 weeks) for termination without cause, and enhanced severance (2x base + pro-rata bonus) for termination without cause or for good reason within 24 months of a change of control.

Frequently Asked Questions

Aunoy Banerjee has been appointed as the new Executive Vice President and Chief Financial Officer (CFO) of Citizens Financial Group, Inc. He will officially join the company on October 24, 2025.

Mr. Banerjee, age 47, has 25 years of experience in financial services. Most recently, he was the CFO of Barclays Bank PLC, overseeing significant global operations. Prior to that, he held several senior positions at State Street Corporation over eight years.

Mr. Banerjee's employment agreement includes an annual base salary of $700,000, guaranteed 2025 incentive compensation of $3,700,000 (discounted by any role-based allowance from his former employer), and a buy-out award valued at approximately $5,000,000 in a mix of cash and restricted stock units, vesting over four years.

In case of termination by the Company without 'cause,' Mr. Banerjee will receive two weeks' salary for each year of service, with a minimum of 26 weeks of base salary. If terminated without 'cause' or for 'good reason' within 24 months of a 'change of control,' he is entitled to two times his base salary plus average prior cash bonuses, and a pro-rata cash bonus for the year of termination.