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 25, 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 25, 2015, Citizens Financial Group, Inc. (the “Company”) announced the appointment of Donald H. McCree as Vice Chairman and Head of Commercial Banking effective as of September 1, 2015.

Mr. McCree, 53, held a number of senior leadership positions over the course of 31 years at JPMorgan Chase & Co. and its predecessor companies (“JPMorgan”). Prior to his retirement from JPMorgan in June 2014, Mr. McCree was the Head of Corporate Banking and Chief Executive Officer of Global Treasury Services. Prior to that, Mr. McCree was the Head of Global Credit Markets, North American Co-Head of Fixed Income, European Co-Head of Investment Banking and Head of European and Asian Syndicated Finance. He also served as Head of Wholesale Risk Management and Head of Treasury and Corporate Development.

In connection with his appointment, Mr. McCree entered into an employment agreement with the Company on March 23, 2015. Mr. McCree’s employment agreement provides that he will have an initial annual base salary of $700,000 and a guaranteed variable compensation award of $869,260 for 2015. For years subsequent to 2015, Mr. McCree’s initial target bonus opportunity will be $2,500,000, with the actual amount of any such award to be determined in the Company’s sole discretion, based on attainment of Company and individual performance metrics. Variable compensation awards will be payable in the same form and timeframe as for the Company’s other executive committee members.

Mr. McCree’s employment agreement provides that in the event his employment is terminated by the Company without “cause” (as defined in the employment agreement), he will receive a minimum of 26 weeks of base salary and his guaranteed 2015 variable compensation award (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 Mr. McCree’s employment is terminated in connection with a “change in control” (as defined in the employment agreement) of the Company during 2016, he will receive an amount equal to 100% of his base salary and target bonus opportunity, subject to his execution and non-revocation of a release of claims in favor of the Company. Upon commencement of Mr. McCree’s employment, he will be credited with five years of service solely for the purpose of calculating retirement eligibility under the Company’s employee benefit plans. Mr. McCree will be provided with an annual gross housing allowance of $100,000 for years 2015 through 2017, with the 2015 allowance pro-rated based on his start date.

Mr. McCree is subject to restrictive covenants prohibiting solicitation or hiring of employees, and solicitation and interference with customers and prospective clients, in each case, for twelve months following the termination of his employment with the Company for any reason, and 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, provided that Mr. McCree must provide 90 days written notice of his resignation.

A copy of the Company’s press release announcing Mr. McCree’s appointment 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 25, 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/ Stephen T. Gannon
	Stephen T. Gannon
	Executive Vice President, General Counsel and Chief Legal Officer

Date: March 25, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Company, dated March 25, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Media Relations:	Jim Hughes
March 25, 2015		781.751.5404
		Jim.Hughes@citizensbank.com
	Investor Relations:	Ellen A. Taylor
		203.897.4240
		Ellen.Taylor@citizensbank.com

Citizens Financial Group Names Donald H. McCree Vice Chairman and Head of Commercial Banking

31-year JPMorgan Chase veteran to head Citizens Commercial Banking effective Sept. 1, 2015

Providence, R.I. – Citizens Financial Group, Inc. (NYSE: CFG) today announced the appointment of Donald H. McCree as Vice Chairman and Head of Commercial Banking. He will serve on the company’s Executive Committee and report to Chairman and CEO Bruce Van Saun. McCree will join Citizens effective Sept. 1, 2015.

McCree comes to Citizens having served in a number of senior leadership positions over the course of 31 years at JPMorgan Chase & Co. and its predecessor companies. He has extensive experience in commercial banking gained through positions at JPMorgan including Head of Corporate Banking and CEO of Global Treasury Services, Head of Global Credit Markets, North American Co-Head of Fixed Income, European Co-Head of Investment Banking and Head of European and Asian Syndicated Finance. He also served as Head of Wholesale Risk Management and Head of Treasury and Corporate Development. He retired from JPMorgan in mid-2014.

The Commercial Banking Vice Chairman position at Citizens had been held by Robert Matthews through December 2014, when Mr. Matthews tragically passed away. Bob Rubino, Head of Corporate Finance and Capital Markets, and Steve Woods, Head of Corporate Banking, have served as interim co-heads of Commercial Banking and will continue to do so until McCree’s arrival in September.

Van Saun commented, “I am delighted to have someone of Don’s stature and caliber join the Citizens management team to lead Citizens Commercial Banking through its next growth phase. Robert, Bob and Steve have done a terrific job of putting an excellent foundation in place, and I am confident that Don can help take us take it to the next level. Our success as a company rests on our ability to attract great people, and the hiring of Don for this role following our recent hiring of Eric Aboaf as CFO demonstrates our capacity to do that.”

Don McCree stated, “I am very pleased to join Bruce and the leadership team at Citizens as they work towards building a top-performing regional bank. It is a great platform, and I am excited by this opportunity to drive the business forward.”

Donald H. McCree - Biography

Donald H. McCree is joining Citizens Financial Group in September 2015 as Vice Chairman and Head of Commercial Banking. McCree comes to Citizens following his mid-2014 retirement from JPMorgan Chase, where he held a number of senior leadership roles over 31 years at JPMorgan and its predecessor companies. Most recently he was Head of Corporate Banking and CEO of Global Treasury Services, with responsibility for providing relationship banking services to commercial clients as well as innovative treasury and trade finance solutions to small businesses, multinational corporations, financial services firms and government entities worldwide.

Prior to that, McCree led and transformed a variety of large, complex businesses and functions in roles including Head of Global Credit Markets, North American Co-Head of Fixed Income and Head of Wholesale Risk Management. He also served as Head of Treasury and Corporate Development, a key role in JP Morgan’s finance organization. He was based in London for several years earlier in his career, where he served as European Co-Head of Investment Banking and Head of European and Asian Syndicated Finance.

Active in the community, McCree serves on several charitable boards. He is a graduate of the University of Vermont, and he sits on the UVM board of trustees and on the UVM Foundation board of directors.

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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