8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 9, 2015

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)

One Citizens Plaza Providence, RI	02903
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2015, Citizens Financial Group, Inc. (the “Company”) announced that John Fawcett will retire from his role as Executive Vice President and Chief Financial Officer of the Company effective April 6, 2015 and will retire from the Company on April 30, 2015. On March 9, 2015, the Company appointed Eric Aboaf as Executive Vice President and Chief Financial Officer effective April 6, 2015. Mr. Fawcett’s responsibilities through his retirement date from the Company will include working with Mr. Aboaf on a smooth and effective transition.

Mr. Aboaf, 50, most recently was the Global Treasurer for Citigroup, a role he held since 2009. Prior to that, he served as Chief Financial Officer of both Citigroup’s North American Consumer Group and its Institutional Client Group. Previously, Mr. Aboaf was a partner and co-head of the U.S. financial services practice at Bain & Company.

On March 9, 2015, Mr. Aboaf entered into an employment agreement with the Company. Mr. Aboaf’s employment agreement provides that he will have an annual base salary of $700,000 and a role-based allowance of $800,000, which will be pro-rated in 2015. In the event that Mr. Aboaf’s role-based allowance is removed, diminished or altered, an appropriate adjustment will be made such that his total compensation opportunity in any non-prorated calendar year shall remain no less than $3,000,000. Mr. Aboaf will also receive a guaranteed variable compensation award of $1,700,000 for 2015, which will be paid in the same form and timeframe as for similarly situated colleagues serving in “Material Risk Taker” roles under the European Banking Authority rules as determined by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Compensation Committee”). In addition, Mr. Aboaf will receive a buy-out award with an approximate value of $3,200,000 in consideration for awards from his previous employer that will be forfeited as a result of his resignation, which will be granted partially in the form of deferred cash and partially as restricted stock units, subject to approval by the Compensation Committee.

Mr. Aboaf’s employment agreement provides that in the event his employment is terminated by the Company without cause, he will receive a minimum of 26 weeks of base salary, his guaranteed 2015 variable compensation award (to the extent it has not yet been paid), and 52 weeks of his role-based allowance (only if the termination occurs in 2015 and only to the extent it has not yet been paid), subject to his execution and non-revocation of a release of claims in favor of the Company. In addition, in the event of Mr. Aboaf’s termination without cause in connection with a change in control of the Company during 2016, he will receive 200% of fixed pay, which includes base salary and role-based allowance (regardless of whether the role-based allowance is being paid at the time of termination), subject to the execution and non-revocation of a release of claims in favor of the Company. Mr. Aboaf is subject to restrictive covenants prohibiting solicitation of employees, and solicitation and interference with customers and prospective clients for twelve months following the termination of his employment with the Company for any reason as well as a confidentiality covenant of perpetual duration. His employment with the Company will be at-will and terminable by either party at any time and for any reason.

A copy of the Company’s press release announcing Mr. Fawcett’s retirement and Mr. Aboaf’s hiring is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Press Release issued by the Company, dated March 9, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ Bruce Van Saun
	Bruce Van Saun
	Chairman and Chief Executive Officer

Date: March 9, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Company, dated March 9, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Media Relations:	Jim Hughes
March 9, 2015		781.751.5404
		Jim.Hughes@citizensbank.com
	Investor Relations:	Ellen A. Taylor
		203.897.4240
		Ellen.Taylor@citizensbank.com

Citizens Financial Group Names Former Citigroup Veteran Eric Aboaf CFO

Aboaf to succeed retiring CFO John Fawcett

Providence, R.I. – Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Eric Aboaf as Executive Vice President and Chief Financial Officer. He will serve on the company’s Executive Committee and report to Chairman and CEO Bruce Van Saun. Aboaf will join Citizens effective April 6, 2015 and will succeed CFO John Fawcett, who is retiring April 30, 2015.

Aboaf comes to Citizens from Citigroup, where he most recently held the role of Global Treasurer. He also previously served as CFO of both Citigroup’s North American Consumer Group and its Institutional Client Group. Aboaf also previously held the role of partner and co-head of the U.S. Financial Services Practice at Bain & Company.

In announcing Aboaf’s appointment, Van Saun thanked Fawcett for his leadership as CFO, a position Fawcett has held since 2007.

“It has been a pleasure to work with John, particularly over the past 18 months since my arrival at Citizens,” Van Saun said. “John has played a key role in many of our achievements over this period, including the enhancement of our reporting to public company standards, operational separation from RBS, the sale of our Chicago region, and of course the successful IPO. He will be missed, and we wish him all the best in his life’s next chapter.”

John Fawcett commented, “I am proud to have been a part of the Citizens team and to have played a role in its transformation. Now feels like a good time to take a step back, recharge my batteries, take some time with my family and consider what I’d like to do next. I had the pleasure of working with Eric at Citi and know he will do a great job of helping Bruce and the rest of the management team navigate the next leg of the Citizens journey.”

“We are very pleased to have someone of Eric’s talent and experience joining the Citizens management team,” Van Saun said. “Eric’s diverse background in finance and strategy is a great fit for Citizens as we pursue our goal of becoming a top-performing regional bank. He has been a finance leader across a variety of financial service business lines and has deep experience in balance sheet management. We plan a brief overlap period with John, but I expect Eric to hit the ground running.”

Eric Aboaf added, “I am excited to take on the CFO role at Citizens and to partner with Bruce and the Executive Committee on the execution of Citizens’ well-defined turnaround plan that already is delivering strong value for Citizens stakeholders. I look forward to contributing to these efforts.”

As CFO, Aboaf will have responsibility for the business line finance groups and for the company’s Financial Planning and Analysis, Controller, Investor Relations, Strategy, Treasury, Tax and Capital Management functions.

Eric Aboaf - Biography

Eric Aboaf is joining Citizens Financial Group as Executive Vice President and Chief Financial Officer from Citigroup, where he held a variety of leadership roles over a 12-year period. As Citi’s Global Treasurer, he was responsible for managing the company’s balance sheet, ensuring strong liquidity and optimizing the capital structure. He also managed the company’s U.S. investment portfolio and met regularly with major investors, clients and regulators.

Prior to becoming Treasurer, Eric held the chief financial officer positions for both the Institutional and Consumer bank segments at Citi. He was Global CFO for the Institutional Clients Group, leading the finance and strategy functions for Capital Markets, Investment Banking, Transaction Services and Alternative Investments. And he served as CFO for the North American Consumer Group, which included Credit Cards, Retail Banking, Consumer Finance and Insurance. Before holding those roles he served as Citi’s head of Financial Planning and Analysis.

Prior to joining Citi, Aboaf was a partner at Bain & Company and Co-Head of its U.S. Financial Services Practice. He has extensive business strategy consulting experience spanning a number of industries. He also worked at Oliver Wyman & Company, a New York-based strategy firm.

Aboaf is a graduate of both the Wharton School of Business and the Engineering School at the University of Pennsylvania. He holds a Master of Science degree from Massachusetts Institute of Technology.

About Citizens Financial Group, Inc.

Citizens Financial Group Inc. is one of the nation’s oldest and largest financial institutions, with $132.9 billion in assets as of December 31, 2014. Headquartered in Providence, Rhode Island, the company offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Consumer Banking helps its retail customers “bank better” with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank and Charter One branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides mortgage lending, auto lending, student lending and commercial banking services in selective markets nationwide. Citizens Commercial Banking offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services including lending and deposits, capital markets, treasury services, foreign exchange and interest hedging, leasing and asset finance, specialty finance and trade finance. Citizens operates via subsidiaries Citizens Bank, N.A., and Citizens Bank of Pennsylvania. Additional information about Citizens and its full line of products and services can be found at www.citizensbank.com.

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