UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | (c) Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 11, 2024, Citizens Financial Group, Inc. (the “Company” or “Citizens”) appointed Christopher Schnirel as Controller and Chief Accounting Officer, effective October 21, 2024. On September 16, 2024, the Company issued a press release announcing Mr. Schnirel’s appointment.
Mr. Schnirel, age 53, most recently was the Senior Vice President and Assistant Controller at Huntington Bancshares Inc., where he led SEC reporting, regulatory reporting, accounting policy, treasury controllership, capital markets controllership as well as various other controllership functions over a 12-year period. Prior to joining Huntington, Mr. Schnirel held senior accounting positions with HSBC North America. He began his career at PricewaterhouseCoopers LLP.
Mr. Schnirel entered into an employment agreement with the Company on September 11, 2024. His employment agreement provides for total annual compensation of $1.1 million and also provides for a buy-out award in consideration for awards from his previous employer that will be forfeited as a result of his resignation, which will be granted in the form of restricted stock units. Mr. Schnirel will also be eligible to receive relocation benefits under the Company’s executive relocation policy.
Mr. Schnirel is subject to restrictive covenants prohibiting solicitation 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. The Company can terminate his employment at any time and for any reason and Mr. Schnirel can resign upon providing 90 days written notice. There are no transactions involving the Company and Mr. Schnirel that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing Mr. Schnirel’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) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release of Citizens Financial Group, Inc., dated September 16, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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/ John F. Woods | |
| John F. Woods | ||
| Vice Chair and Chief Financial Officer | ||
Date: September 16, 2024