[8-K] Citizens Financial Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Citizens Financial Group announced that Aunoy Banerjee will join as Executive Vice President and Chief Financial Officer, replacing the current CFO who will depart in mid-August. Mr. Banerjee, a 25-year financial services veteran most recently serving as CFO of Barclays Bank PLC, will assume responsibility for Financial Planning and Analysis, Business Line Finance, Controller, Investor Relations, Treasury, Tax, Capital Management, and Property & Procurement.

He will start on October 24, 2025 and his employment agreement (entered August 6, 2025) provides a $700,000 base salary, $3,700,000 guaranteed 2025 incentive (reduced by any role-based allowance from his prior employer), and a buy-out award valued at approximately $5,000,000 paid in cash and restricted stock units vesting over four years. The company named an interim CFO to cover the period between departures, and Mr. Banerjee’s contract includes standard severance, change-of-control protections and restrictive covenants.

Positive

• Experienced hire with 25 years in financial services and recent role as CFO of Barclays Bank PLC, providing strong finance leadership.
• Comprehensive responsibilities assigned, covering FP&A, Treasury, Capital Management, Investor Relations and other key finance functions, supporting continuity.
• Orderly transition with an interim CFO named to cover the gap between departures, reducing operational risk.

Negative

• Significant compensation expense: guaranteed $3.7M incentive for 2025 and an approximately $5.0M buy-out award create near-term cash and expense implications.
• Change-of-control protections include double-trigger severance based on salary and average bonus, which could be costly if triggered.

Insights

Financial Analyst

TL;DR: Experienced global finance executive joins as CFO; compensation and buy-out are sizable, creating short-term cash and expense considerations but a neutral operational signal.

Mr. Banerjee’s background as CFO of Barclays Bank PLC and senior roles at State Street signals deep experience across consumer, corporate and investment banking finance functions, which supports continuity for Citizens’ finance organization. The guaranteed $3.7M incentive for 2025 and the approximately $5.0M buy-out create immediate incremental compensation expense and potential near-term cash outflow, but these are structured with multi-year vesting and standard severance triggers. The appointment is material from a leadership perspective but does not by itself indicate a change in operating strategy or near-term financial performance.

Corporate Governance Expert

TL;DR: The succession appears orderly with interim coverage; the employment agreement contains common restrictive covenants and customary change-of-control protections.

The contract’s provisions—at-will employment with a 120-day resignation notice, non-solicitation and confidentiality obligations, minimum severance of 26 weeks, and double-trigger change-of-control payments based on base salary plus average cash bonus—are standard for senior hires at this level. The buy-out mix of cash and restricted stock units vesting over four years aligns executive incentives with shareholder interests while compensating for forfeited awards from his prior employer. From a governance standpoint, disclosures are clear and comprehensive about material economic terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 6, 2025

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 Number)		(I.R.S. Employer Identification No.)

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

(203) 900-6715

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value per share		CFG		New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E		CFG PrE		New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H		CFG PrH		New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I		CFG PrI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 12, 2025, Citizens Financial Group, Inc. (the “Company” or “Citizens”) announced the appointment of Aunoy Banerjee as Executive Vice President and Chief Financial Officer (“CFO”). Mr. Banerjee, age 47, joins Citizens from Barclays, where he currently serves as CFO of Barclays Bank PLC, leading a large, global, multifunctional team supporting multiple lines of business including U.S. Consumer, Global Corporate and Investment Banking, and Private Bank and Wealth Management. Prior to Barclays, he served in a number of senior roles with increasing responsibility at State Street Corporation over eight years, most recently as Head of Investments & Third Party Partnerships and Chair of State Street India. A 25-year financial services veteran, Mr. Banerjee will have responsibility at Citizens for the Financial Planning and Analysis, Business Line Finance Groups, Controller, Investor Relations, Treasury, Tax, and Capital Management functions, as well as Property & Procurement.

Mr. Banerjee will join Citizens on October 24, 2025. As previously announced, current Vice Chair and CFO John Woods will depart the Company on August 15, 2025. Chris Emerson, Executive Vice President and Head of Corporate Planning & Enterprise Finance, will serve as CFO during the interim period.

In connection with his appointment, Mr. Banerjee entered into an employment agreement with the Company on August 6, 2025. Mr. Banerjee’s employment agreement provides that he will have an annual base salary of $700,000 and guaranteed 2025 incentive compensation of $3,700,000, discounted by the amount of role-based allowance received from his former employer in 2025. Incentive compensation will be payable in the same form and timeframe as for the Company’s other executive committee members. In addition, Mr. Banerjee will receive a buy-out award with a grant date value of approximately $5,000,000 as consideration for the forfeiture of awards granted by his previous employer, to be awarded in a mix of cash and restricted stock units, each vesting over four years.

Mr. Banerjee’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 two weeks’ salary for each year of service, subject to a minimum severance payment of 26 weeks of base salary and conditioned upon his execution and non-revocation of a release of claims in favor of the Company. In addition, in the event Mr. Banerjee’s employment is terminated without “cause” or for “good reason” (as defined in the employment agreement) within 24 months following a “change of control” (as defined in the employment agreement), he will receive an amount equal to two times the sum of his base salary at the time of termination and the average cash bonus paid during the prior three years, as well as a pro-rata cash bonus for the year in which termination occurs, based on the average cash bonus paid during the prior three years.

Mr. Banerjee is subject to restrictive covenants prohibiting solicitation or hiring of employees, and solicitation or interference with customers and prospective clients, in each case, 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, provided that Mr. Banerjee must provide 120 days’ written notice of his resignation.

A copy of the Company’s press release announcing Mr. Banerjee’s appointment as CFO and Mr. Emerson’s appointment as interim CFO is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)		99.1		Press Release issued by the Company, dated August 12, 2025
		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/ Bruce Van Saun
		Bruce Van Saun
		Chairman and Chief Executive Officer

Date: August 12, 2025

FAQ

Who is Citizens Financial Group's (CFG) new CFO?

The company appointed Aunoy Banerjee, formerly CFO of Barclays Bank PLC, as Executive Vice President and Chief Financial Officer.

When will CFG's new CFO start and when does the current CFO depart?

Mr. Banerjee is scheduled to join on October 24, 2025. The current Vice Chair and CFO will depart the company on August 15, 2025.

What are the key compensation terms for CFG's new CFO?

The employment agreement provides a $700,000 annual base salary, $3,700,000 guaranteed 2025 incentive (reduced by role-based allowance from his prior employer), and an approximately $5,000,000 buy-out award in cash and restricted stock units vesting over four years.

Who is covering CFO duties during the transition at CFG?

Chris Emerson, Executive Vice President and Head of Corporate Planning & Enterprise Finance, will serve as interim CFO until Mr. Banerjee joins.

Does the new CFO’s agreement include severance or change-of-control protections?

Yes. If terminated without cause he receives two weeks’ salary per year of service (minimum 26 weeks). If terminated without cause or for good reason within 24 months after a change of control, he receives two times the sum of base salary and average cash bonus plus a pro-rata cash bonus.