CITIZENS FINANCIAL GROUP INC/RI Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H false 0000759944 0000759944 2024-09-11 2024-09-11 0000759944 us-gaap:CommonStockMember 2024-09-11 2024-09-11 0000759944 us-gaap:SeriesEPreferredStockMember 2024-09-11 2024-09-11 0000759944 us-gaap:SeriesHPreferredStockMember 2024-09-11 2024-09-11

 

 

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): September 11, 2024

 

 

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: (203) 900-6715

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

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 12b-2 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

(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

Exhibit 99.1

Media: Peter Lucht - 781.655.2289

Investors: Kristin Silberberg - 203.900.6854

Citizens Appoints Christopher Schnirel as Controller and Chief Accounting Officer

PROVIDENCE, RI—Today, Citizens Financial Group (NYSE: CFG) announced that it has appointed Christopher Schnirel as Controller and Chief Accounting Officer, effective October 21, 2024.

“We are pleased to welcome Chris to Citizens, where he will play a key role in maintaining a high standard of excellence in financial reporting and controls as well as supporting our strategic agenda,” said John Woods, Vice Chair and Chief Financial Officer. “He brings great expertise and over 20 years of strong leadership experience in financial services.”

Schnirel, 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 his 12 years.

Prior to joining Huntington, Mr. Schnirel held senior accounting positions with HSBC North America. He began his career at PricewaterhouseCoopers LLP. He succeeds Jack Read who left Citizens in August for a career outside of the banking sector.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $219.9 billion in assets as of June 30, 2024. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,300 ATMs and approximately 1,000 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

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Document and Entity Information
Sep. 11, 2024
Document And Entity Information [Line Items]  
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Entity Central Index Key 0000759944
Document Type 8-K
Document Period End Date Sep. 11, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-36636
Entity Tax Identification Number 05-0412693
Entity Address, Address Line One One Citizens Plaza
Entity Address, City or Town Providence
Entity Address, State or Province RI
Entity Address, Postal Zip Code 02903
City Area Code (203)
Local Phone Number 900-6715
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Pre Commencement Issuer Tender Offer false
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Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common stock, $0.01 par value per share
Trading Symbol CFG
Security Exchange Name NYSE
Series E Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol CFG PrE
Security Exchange Name NYSE
Series H Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H
Trading Symbol CFG PrH
Security Exchange Name NYSE
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