DEF 14A of Citigroup Inc

Filed Mar 18, 2025 · FY20240001145443-25-000075

Open on EDGAR

Citi’s Board of Directors Nominees
Citi’s Board of Directors Nominees
Citi’s Board of Directors Nominees
| Name and Primary Qualifications | Age | Director Since | Principal Occupation and Other Current Public Company Directorships | Citi Committees | | | | | | | | | | | A | CPC | E | NGP | RM | T | | Titi Cole | 52 | 2025 | Former Head of Legacy Franchises, Citigroup Inc. Board: Datadog, Inc. | | | | | ● | ● | | Ellen M. Costello | 70 | 2016 | Former President and CEO, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group | ● | | | | ● | | | Grace E. Dailey | 64 | 2019 | Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency | ● | | | | ● | | | John C. Dugan | 69 | 2017 | Chair, Citigroup Inc. | ● | | ● | ● | ● | | | Jane N. Fraser | 57 | 2020 | Chief Executive Officer, Citigroup Inc. | | | | | | | | Duncan P. Hennes | 68 | 2013 | Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd. | ● | ● | ● | | ● | | | Peter B. Henry | 55 | 2015 | Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University Boards: Nike, Inc. and Analog Devices, Inc. | | ● | | ● | | | | Renée J. James | 60 | 2016 | Founder, Chair and CEO, Ampere Computing | ● | ● | ● | | | ● | | Gary M. Reiner | 70 | 2013 | Former Operating Partner, General Atlantic LLC Board: Hewlett Packard Enterprise Company | | ● | | ● | | ● | | Diana L. Taylor | 70 | 2009 | Former Superintendent of Banks, State of New York Board: Brookfield Corporation | | ● | ● | ● | | | | James S. Turley | 69 | 2013 | Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc. | ● | | ● | | ● | | | Casper W. von Koskull | 64 | 2023 | Former President and Group Chief Executive Officer, Nordea Bank Abp | | ● | | ● | ● | |
Conclusion
Conclusion Under Ms. Fraser’s leadership Citi has formulated a strong strategic direction, demonstrated its significant financial and operational achievements, including progress concerning the Consent Orders despite the Civil Money Penalty Consent Orders, simplified and restructured the overall business platform, and registered important accomplishments in attracting and retaining the talent needed to continue these successes. As in 2023, Ms. Fraser’s incentive compensation for 2024 was delivered in three parts. First, 35% was delivered in the form of deferred Citi common stock awards. Second, 15% was paid in cash at the beginning of 2025. Third, the remaining 50% of Ms. Fraser’s incentive compensation was delivered in the form of Performance Share Units (PSUs). Overall, 85% of Ms. Fraser’s incentive compensation was equity-based, and 59% of the equity-based compensation was delivered in the form of PSUs to align Ms. Fraser’s compensation with the creation of long-term stockholder value.
Transformation Bonus Program
Transformation Bonus Program To incentivize effective execution in connection with the Consent Order programs and to drive change in Citi’s risk and control environment and culture, in August 2021 the Compensation Committee approved a transformation bonus program (Transformation Bonus Program). A description of the Transformation Bonus Program was included in our 2022 Proxy Statement. Additional information related to the Transformation Bonus Program can be found in the supplemental solicitation materials Citi filed with the SEC in 2022 (which can be accessed at www.citigroup.com). Ms. Fraser has not been eligible to participate in the Transformation Bonus Program. As discussed on page 14, in July 2024 the FRB and OCC took further regulatory actions in connection with the Consent Orders. Citi has acknowledged that, despite making good progress in simplifying our firm and remediating the Consent Orders, there were areas where we have not made progress quickly enough, such as in our data quality management related to governance and regulatory reporting. These areas impacted the award metrics and thus had an impact on the payout of tranche 3 of the Transformation Bonus Program. Following the completion of the third and final performance measurement period under the Transformation Bonus Program, the Compensation Committee determined that the payout for the period ending on December 31, 2024 would be down, consistent with Citi’s fourth quarter 2024 earnings call and 2024 Annual Report on Form 10-K, and set the Performance Achievement Percentage at 53%. The terms and conditions of the Transformation Bonus Program were not changed for 2024. In approving the Transformation Bonus Program, the Compensation Committee did not intend that it would be a replacement, substitution or make-up for any other compensation amount, nor does the Compensation Committee expect to make other special awards related to our transformation efforts in the future. For further information concerning the Transformation Bonus Program see pages 89 to 91.
Performance Share Units
Performance Share Units As described on page 88, the Compensation Committee determined that 66.4% of the target number of shares subject to PSUs granted as part of our 2021 incentive compensation awards were earned for the three-year performance period from 2022 through 2024. Cumulative TSR for the performance period was 12.5%. The resulting payout value was equal to 78.9% of initial value, reflecting the impact of both financial performance and TSR, as compared to a 93% payout for the prior three-year performance period, from 2021 through 2023, related to 2020 incentive compensation awards. Citi delivers a portion of incentive compensation for our Executive Management Team (EMT) in the form of PSUs. For 2024, we expanded the use of PSUs in our compensation program by extending the use of PSUs to Citi Operating Team members. Formed during 2023, that team includes the EMT and, as of December 31, 2024, an additional 11 executives. Human Capital Resources and Management Citi strives to deliver to its full potential by focusing on its strategic priority of attracting and retaining highly qualified and motivated employees. Citi’s vision remains — to be the preeminent banking partner for institutions with cross-border needs, a global leader in wealth management and a valued personal bank in the U.S. Citi is structured around five core interconnected businesses—Services, Markets, Banking, Wealth and USPB, a centralized client organization to strengthen how Citi delivers for clients across the Company and an international unit to oversee the local delivery of the Company’s services and products to clients in each of the markets where Citi has an on-the-ground presence to serve and support large and mid-sized companies. Citi seeks to enhance the competitive strength of its workforce through the following efforts:
Performance Share Units
| 16 | Executive Compensation and Human Capital Resources and Management Highlights |
Performance Share Units
| ● | Continuously innovating its efforts to recruit, train, develop, compensate, promote and engage employees |
Performance Share Units
| ● | Actively seeking and listening to diverse perspectives at all levels of the organization |
Performance Share Units
| ● | Providing compensation programs that are competitive in the market and aligned to strategic objectives |
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board has nominated all of the current Directors for election, or re-election, as applicable at the 2025 Annual Meeting, except for Barbara Desoer who will be retiring from the Board as of the Annual Meeting having reached the retirement age set forth in Citi’s Corporate Governance Guidelines, and S. Leslie Ireland who decided not to stand for re-election. The size of the Board will be reduced to reflect these changes at the commencement of the Annual Meeting. Each of the Directors was last elected at the 2024 Annual Meeting, except for Titi Cole, who the Board elected on January 31, 2025. Ms. Cole was recommended as a candidate for election to Citi’s Board by a number of Citi’s Board members. Directors are not eligible to stand for re-election after reaching the age of 72. If elected, each nominee will hold office until the 2026 Annual Meeting or until his or her successor is qualified and elected. Director Criteria and Nomination Process The Nomination, Governance and Public Affairs Committee considers all qualified candidates identified by members of the Nomination, Governance and Public Affairs Committee, by other members of the Board, by senior management, and by security holders. During 2024, the Committee engaged Spencer Stuart to assist in identifying and evaluating potential nominees. Stockholders who would like to propose a Director candidate for consideration by the Nomination, Governance and Public Affairs Committee may do so by submitting the candidate’s name, résumé, and biographical information to the attention of the Corporate Secretary, Citigroup Inc., 388 Greenwich Street, New York, NY 10013. All proposals for nominations by stockholders received by the Corporate Secretary will be presented to the Committee for its consideration. In considering the composition of the Board of Directors, the Nomination, Governance and Public Affairs Committee inventories the categories of risks faced by Citi, given its size, business mix, and geographical presence, and seeks to identify candidates with the skills and experience necessary to enable the Board of Directors to provide proper oversight of those risks. The Nomination, Governance and Public Affairs Committee also takes Director tenure into consideration when making Director nomination decisions and believes that it is desirable to maintain a mix of longertenured, experienced Directors and newer Directors with fresh perspectives. The Nomination, Governance and Public Affairs Committee and the Board also believe that longer-tenured, experienced Directors are a significant strength of the Board, given the large size of our Company, the breadth of our product offerings, and the international scope of our organization. The Board’s composition, and the individuals nominated for consideration by stockholders, are the result of careful consideration by the Committee of the correspondence between the risk inventory and skills and experience of the Board members and candidates. In addition to the ability to assist the Board in its oversight of a particular risk or risks, as more fully described in each nominee’s biography, the members of the Board are assessed based on a variety of factors, including the following criteria, which have been developed by the Nomination, Governance and Public Affairs Committee and approved by the Board:
Proposal 1: Election of Directors
| ● | Whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards; |
Proposal 1: Election of Directors
| ● | Whether the candidate has had business, governmental, non-profit or professional experience at the chair, chief executive officer, chief operating officer, or equivalent policy-making and operational level of a large organization with significant international activities across many regulatory jurisdictions and regions that indicates that the candidate will be able to make a meaningful and immediate contribution to the Board’s discussion of and decision-making on the array of complex issues facing a large financial services business that operates on a global scale; |
Proposal 1: Election of Directors
| ● | Whether the candidate has special skills, expertise and a diverse background that would complement the attributes of the existing Directors, taking into consideration the diverse communities and geographies in which the Company operates; |
Proposal 1: Election of Directors
| ● | Whether the candidate has the financial expertise required to provide effective oversight of a diversified financial services business that operates on a global scale; |
Proposal 1: Election of Directors
| ● | Whether the candidate has achieved prominence in his or her business, governmental, or professional activities and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that the Board is called upon to make; |
Proposal 1: Election of Directors
| Proposal 1: Election of Directors | 45 |
Proposal 1: Election of Directors
| ● | Whether the candidate will effectively, consistently, and appropriately take into account and balance the legitimate interests and concerns of all of the Company’s stockholders and other stakeholders in reaching decisions, rather than advancing the interests of a particular constituency; |
Proposal 1: Election of Directors
| ● | Whether the candidate possesses a willingness to challenge management while working constructively as part of a team in an environment of collegiality and trust; and |
Proposal 1: Election of Directors
| ● | Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a Director. |
Proposal 1: Election of Directors
Application of these factors involves the exercise of judgment by the Nomination, Governance and Public Affairs Committee and the Board. In addition, see Board Composition on page 28 for additional factors considered by the Board when selecting candidates. Based on its assessment of each candidate’s independence, skills and qualifications and the criteria described above, the Nomination, Governance and Public Affairs Committee will make recommendations regarding potential Director candidates to the Board. The Nomination, Governance and Public Affairs Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board of Directors, and members of senior management. For the 2025 Annual Meeting, Citi did not receive notice from any stockholders regarding a nomination to the Board of Directors. Director Qualifications The nominees for the Board of Directors each have the qualifications and experience to approve and guide Citi’s strategy and to oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills, experience, and diverse backgrounds necessary to oversee Citi’s efforts toward becoming a simpler, smaller, safer, and stronger financial institution, while mitigating risk and operating within a complex financial and regulatory environment. The nominees listed below are leaders in business, the financial community, and academia because of their intellectual acumen and analytical skills, strategic vision, ability to lead and inspire others to work with them, and records of outstanding accomplishments over a period of decades. Each has been chosen to stand for election in part because of his or her ability and willingness to ask difficult questions, understand Citi’s unique challenges, and evaluate the strategies proposed by management, as well as their implementation. Each of the nominees has a long record of professional integrity, a dedication to his or her profession and community, a strong work ethic that includes a commitment to coming fully prepared to meetings and being willing to spend the time and effort needed to fulfill professional obligations and the ability to maintain a collegial environment. Many of our nominees are either current or former chief executive officers or chairs of other large international corporations or have experience leading and operating large, complex academic or governmental departments. As such, they have a deep understanding of, and extensive experience in, many of the areas that are outlined below as being of critical importance to Citi’s proper operation and success. For the purposes of its analysis, the Board has determined that nominees who have served as a chief executive officer or a chair of a major corporation or large, complex institution have extensive experience with strategic planning, financial statement preparation, compensation determinations, regulatory compliance (if their businesses are or were regulated), corporate governance, public affairs, and legal matters.
Proposal 1: Election of Directors
| 46 | Proposal 1: Election of Directors |
Proposal 1: Election of Directors
In evaluating the composition of the Board, the Nomination, Governance and Public Affairs Committee seeks to find and retain individuals who, in addition to having the qualifications set forth in Citi’s Corporate Governance Guidelines, have the skills, experience and abilities necessary to meet Citi’s unique needs as a highly regulated financial services company with operations within the United States and more than 100 countries around the globe. The Committee has determined it is critically important to Citi’s proper operation and success that its Board has, in addition to the qualities described above, expertise and experience in the following areas:
Proposal 1: Election of Directors
| | Citi’s Compensation, Performance Management and Culture Committee is responsible for determining the compensation of the CEO and approving the compensation of other executive officers of the Company and the EMT. In order to properly carry out its responsibilities with respect to compensation, Citi’s Board must include members who have experience evaluating the structure of compensation for senior executives. They must understand the various forms of compensation that can be utilized, the purpose of each type and how various elements of compensation can be used to motivate and reward executives and drive performance, while not encouraging imprudent risk-taking or simply having short-term goals. | | | Citi aspires to the highest standards of corporate governance and ethical conduct: doing what we say, reporting results with accuracy and transparency, and maintaining compliance with the laws, rules, and regulations that govern the Company’s businesses. The Board is responsible for shaping corporate governance policies and practices, including adopting the corporate governance guidelines applicable to the Company and monitoring the Company’s compliance with governance policies and the guidelines. To carry out these responsibilities, the Board must include experienced leaders in the area of corporate governance who must be familiar with governance issues, the constituencies most interested in those issues, and the impact that governance policies have on the functioning of a company. | | | Environmental and Sustainability matters are critical business issues, with ties to both risk and opportunity. Citi has been engaged in sustainability for over 20 years and views the environment, sustainability and transparency as important aspects of stockholder and broader stakeholder value. Citi communicates its sustainability and environmental efforts to stockholders, clients and other stakeholders. Citi’s Board must include members with experience in the areas of climate change and finance, community development, corporate social responsibility and other issues to help Citi navigate these complex and quickly evolving issues and to assist management in evaluating Citi’s policies and programs. | | | Citi’s internal controls over financial reporting are designed to ensure that Citi’s financial reporting and its financial statements are prepared in accordance with generally accepted accounting principles. While the Board and its committees are not responsible for preparing our financial statements, they have oversight responsibility, including the selection of outside independent auditors, subject to stockholder ratification, and lead audit engagement partner. The Board must include members with direct or supervisory experience in the preparation of financial statements, as well as finance, audit, and accounting expertise. |
Proposal 1: Election of Directors
| Proposal 1: Election of Directors | 47 |
Proposal 1: Election of Directors
| | Citi is a global leader providing financial services through the following business lines: (1) Services, (2) Markets, (3) Banking, (4) Wealth, and (5) USPB. Citi looks to its Board members with extensive financial services experience to assist it in evaluating its business model and strategies for reaching and servicing its clients. | | | As of December 31, 2024, Citi employs approximately 229,000 people in more than 90 countries. Human capital management is a critical capability for Citi’s Board given the strategic importance of maintaining a skilled, motivated workforce. Citi’s Board must include Directors who understand key issues related to human capital including training, talent and engagement, employee benefits, compensation programs, career trajectories, and U.S. and global labor issues. Having Directors with the appropriate expertise to review our succession strategy and leadership pipeline for key roles while taking into account Citi’s long-term corporate strategy is paramount to managing Citi’s resources—its employees. Citi seeks out Board members who have had experience overseeing and managing executive teams and a sizeable worldwide workforce, with an emphasis on development of human resources. | | | As a company with a broad international reach, Citi’s Board values the perspectives of Directors with international business or governmental experience or expertise in global economics. Citi’s presence in markets outside the United States is an important competitive advantage for Citi, because it allows us to serve U.S. and foreign businesses and individual clients whose activities span the globe. Directors with international business experience can use the experience that they have developed through their own business dealings to assist Citi’s Board and management in understanding and successfully navigating the business, political, and regulatory environments in countries in which Citi does or seeks to do business. Directors with global economics expertise can help guide Citi management in understanding the challenges faced by other markets and in developing its global strategy. | | | Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and internationally, including in the U.S. the FRB, the OCC, the FDIC, the Consumer Financial Protection Bureau, and state banking and insurance departments, as well as international financial services authorities. Having Directors with experience interacting with regulators or operating businesses subject to extensive regulation is important to furthering Citi’s continued compliance with its many regulatory requirements and fostering productive relationships with its regulators. Given the critical importance of ethics, conduct and culture, Citi’s Board must include members with experience overseeing ethics and compliance and building an effective, values-based ethics and compliance program. In addition to the regulatory supervision described above, Citi is subject to myriad laws and regulations and is party to legal actions and regulatory proceedings from time to time. Citi’s Board has an important oversight function with respect to compliance with applicable requirements, which includes monitoring the progress of legal proceedings and evaluating major settlements. |
Proposal 1: Election of Directors
| 48 | Proposal 1: Election of Directors |
Proposal 1: Election of Directors
| | Risk management is a critical function of a complex global financial services company and its proper supervision requires Board members with sophisticated risk management skills and experience. Directors provide oversight of the Company’s risk management framework, including the significant policies, procedures, and practices used in managing credit, market (trading and non-trading), liquidity, strategic, operational, compliance, reputation and certain other risks, and review recommendations by management regarding risk mitigation. Citi’s Board must include members with risk expertise to assist Citi in its efforts to properly identify, measure, monitor, report, analyze, and control or mitigate risk. | | | Citi has a long history as a technology innovator—Citibank, N.A. was one of the first banks to offer automatic teller machines for its customers during the 1970s. As Citi deploys new technology and platform innovations to gather, process, analyze, and provide information to execute transactions and meet the needs of its clients and customers, Citi must ensure that its operations are efficient and there is a continuous focus on enhancing productivity to meet its operational and strategic goals, while mitigating technology risks through efforts to improve cybersecurity, data privacy, and data management efforts. The Board must include members who have knowledge and experience in technology, including such technologycentric issues as cybersecurity, Generative AI, data privacy and data management. Members of the Board must be qualified to provide oversight of the development and maintenance of Citi’s technology platforms; Citi’s compliance with regulatory requirements; Citi’s operational efficiency and productivity strategies; the operations and reliability of Citi’s systems; and the protection of client and customer data. |
Proposal 1: Election of Directors
| Proposal 1: Election of Directors | 49 |
Proposal 1: Election of Directors
The Nominees The following tables give information—provided by the nominees—about their principal occupation, business experience, and other matters. Each nominee’s biography highlights his or her particular skills, qualifications, and experience that support the conclusion of the Nomination, Governance and Public Affairs Committee that the nominee is extremely qualified to serve on Citi’s Board.
Proposal 1: Election of Directors
| Board Recommendation The Board of Directors recommends that you vote FOR each of the following nominees. | |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former Head of Legacy Franchises Citigroup Inc. ● Head of Legacy Franchises, Citigroup Inc. – 2022 to 2024 ● Head of Operations for Global Consumer Banking, Citigroup Inc. – 2020 to 2022 ● Head of Consumer and Small Business Banking Operations and Contact Centers, Wells Fargo – 2015 to 2020 ● Head, Retail Products and Underwriting, Bank of America Corporation – 2010 to 2015 Skills and Qualifications Ms. Cole has been nominated to serve on the Board because of her significant and wide-ranging experience in the financial services industry. She has decades of experience leading global businesses and operations, as well as overseeing strategy, risk management and human capital management in regulated, financial services companies. Ms. Cole’s experience leading consumer business operations, including at Citi, enables her to contribute to the Board’s oversight of Citi’s business operations, transformation execution and data and technology strategy. In addition, Ms. Cole’s leadership in Citi’s strategic re-organization and as a member of the Compensation Committee at Datadog, Inc. enable her to contribute meaningfully to the Board’s ongoing oversight of human capital management at Citi as it executes on its strategy and transformation. Her deep understanding of technology and risk matters in the financial services context position her well to facilitate the Board’s oversight of data, technology and risk matters at the firm. Primary Qualifications | | | Titi Cole Age: 52 | | | | Director of Citigroup since 2025 Director of Citibank, N.A. since 2025 Other Public Company Directorships: Datadog, Inc. Previous Directorships within the last five years: None Other Activities: The Sickle Cell Hope Alive Foundation (Executive Director), CARE USA (Board Trustee), the Queens University of Charlotte (Board Trustee), the Council on Foreign Relations (Member), and the Executive Leadership Council (Member) | | | | | | Financial Services | | | | Human Capital Management | | | | Risk Management | | | | Technology, Cybersecurity and Data Management |
Proposal 1: Election of Directors
| 50 | Proposal 1: Election of Directors |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former President and Chief Executive Officer, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group ● President and CEO, BMO Financial Corporation and U.S. Country Head, BMO Financial Group – 2011 to 2013 ● Group Head, Personal and Commercial Banking, U.S. and President and Chief Executive Officer, BMO Harris Bank N.A., BMO Financial Group – 2006 to 2011 ● Vice Chairman and Head, Securitization and Credit Investment Management, Merchant Banking and Head of N.Y. Office, Capital Markets Group, BMO Financial Group – 2000 to 2006 ● Executive Vice President, Strategic Initiatives, Capital Markets Group, BMO Financial Group – 2000 ● Executive Vice President and Head, Global Treasury Group, BMO Financial Group – 1997 to 1999 ● Senior Vice President and Deputy Treasurer, Global Treasury Group, BMO Financial Group – 1995 to 1997 ● Managing Director and Regional Treasurer, Asia Pacific, Global Treasury Group, BMO Financial Group – 1993 to 1994 ● Managing Director and Head, North American Financial Product Sales, Global Treasury Group, BMO Financial Group – 1991 to 1993 Skills and Qualifications Ms. Costello is an accomplished financial services executive and through her prominent roles in the areas of Financial Services, Risk Management, Financial Reporting, Operations and Technology, and Regulatory and Compliance has been nominated to serve on the Board. Because Citi is an international financial services company, having former banking executives with extensive banking experience, like Ms. Costello, as Board members enables the Board to provide knowledgeable oversight to its business and regulatory activities. In her 30 years at BMO Financial Group, a global financial institution, Ms. Costello acquired extensive experience in personal and commercial banking, wealth management, and capital markets businesses in Canada, Asia, and the U.S. In her roles in Global Treasury and Global Capital Markets, she gained experience in corporate, institutional, and investment banking, securities, trading, and asset management. As CEO of BMO Harris Bank N.A., Ms. Costello gained experience in personal and commercial banking, strategic planning, marketing, regulatory compliance, financial reporting, and personnel matters. Additionally, as CEO of BMO Financial Corporation and U.S. Country Head of BMO Financial Group, she gained further experience in regulatory compliance, including capital and resolution planning, risk management, and governance. Her prior board service at DH Corporation and Diebold Nixdorf provide her with experience in global operations and financial technologies businesses. Ms. Costello’s extensive financial services background also adds significant value to Citi’s and Citibank’s relationships with various regulators and stakeholders. | | | Ellen M. Costello Age: 70 | | | | Director of Citigroup since 2016 Director of Citibank, N.A. since 2024 Other Public Company Directorships: None Previous Directorships within the last five years: Diebold Nixdorf, Inc. Other Activities: The Economic Club of Chicago (Member) | | | | | Primary Qualifications | | | | | Financial Reporting | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Proposal 1: Election of Directors
| Proposal 1: Election of Directors | 51 |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency ● Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency – 2016 to 2019 ● Assistant Deputy Comptroller, Office of the Comptroller of the Currency – 2015 to 2016 ● Examiner-in-Charge – U.S. Bank, Office of the Comptroller of the Currency – 2010 to 2015 ● Deputy Comptroller – Large Bank Supervision, Office of the Comptroller of the Currency – 2001 to 2010 ● Examiner-in-Charge – Citibank, N.A., Office of the Comptroller of the Currency – 1997 to 2001 ● Various Roles, Office of the Comptroller of the Currency – 1983 to 1997 Skills and Qualifications Ms. Dailey is an experienced former banking regulator who has been nominated to serve on the Board because of her extensive skills and knowledge in the areas of Financial Services, Financial Reporting, Regulatory and Compliance, and Risk Management. Ms. Dailey’s service as the former Senior Deputy Comptroller for Bank Supervision Policy and as the former Chief National Bank Examiner enables her to bring deep experience in risk management, banking, and financial regulation. In addition, her extensive financial services background adds significant value to Citi’s Board. Her 36 years of experience as a banking regulator gives her a unique understanding of our industry and insight into key issues facing financial institutions. Ms. Dailey’s extensive risk management, regulatory, compliance, and government affairs experience well qualify her to serve on Citi’s Board. Primary Qualifications | | | Grace E. Dailey Age: 64 | | | | Director of Citigroup since 2019 Director of Citibank, N.A. since 2020 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: None | | | | | | Financial Reporting | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Proposal 1: Election of Directors
| 52 | Proposal 1: Election of Directors |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Chair Citigroup Inc. ● Chair, Citigroup Inc. – January 2019 to Present ● Director, Citigroup Inc. – 2017 to Present ● Partner and Chair, Financial Institutions Group, Covington & Burling LLP – 2011 to 2017 ● Comptroller of the Currency – 2005 to 2010 ● Partner (1995 to 2005) and Of Counsel (1993 to 1995), Covington & Burling LLP ● Assistant Secretary for Domestic Finance and Deputy Assistant Secretary for Financial Institutions Policy, U.S. Department of the Treasury – 1989 to 1993 ● Minority General Counsel and Counsel for the U.S. Senate Committee on Banking, Housing, and Urban Affairs – 1985 to 1989 Skills and Qualifications Mr. Dugan is an experienced former banking regulator and former law firm partner who has been nominated to serve on the Board because of his extensive skills and knowledge in the areas of Risk Management, Compensation, Financial Services, Corporate Governance, and Legal, Regulatory and Compliance. Because Citi operates in a highly regulated industry, having Board members like Mr. Dugan, with valuable expertise and perspective in regulatory, legal, and compliance matters, is vital to enhancing the Board’s oversight of the Company. During his tenure as Comptroller of the Currency, Mr. Dugan led the agency through the financial crisis and the ensuing recession that resulted in numerous regulatory, supervisory, and legislative actions for national banks. As a former partner at Covington & Burling LLP, Mr. Dugan advised financial institution clients, including boards of directors, on a range of issues arising from increased regulatory requirements resulting from the financial crisis, including the implementation of the Dodd-Frank Act. In the international arena, Mr. Dugan developed important expertise and insights from serving on the Basel Committee on Banking Supervision as it formulated the “Basel III” regulatory standards; chairing the Joint Forum of banking, securities, and insurance supervisors; performing an active role at the Financial Stability Board; and serving as a member of the Global Advisory Board of Mitsubishi UFJ Financial Group, Inc. Mr. Dugan also developed valuable perspective on accounting issues from his five years of service as Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board and the Government Accounting Standards Board. Primary Qualifications | | | John C. Dugan Age: 69 | | | | Director of Citigroup since 2017 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: University of Michigan, “Michigan in Washington” program (Advisory Board) | | | | | | Corporate Governance | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Proposal 1: Election of Directors
| PROPOSAL 1: ELECTION OF DIRECTORS | 53 |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Chief Executive Officer Citigroup Inc. ● Chief Executive Officer, Citigroup Inc. – February 26, 2021 to Present ● President of Citi – October 2019 to February 2021 ● Chief Executive Officer, Global Consumer Banking – 2019 to 2020 ● Chief Executive Officer, Citi Latin America – 2015 to 2019 ● CEO, U.S. Consumer and Commercial Banking and CitiMortgage – 2013 to 2015 ● Global Head of Citi Private Bank – 2009 to 2013 ● Global Head of Strategy and Mergers & Acquisitions – 2007 to 2009 Skills and Qualifications Ms. Fraser is an experienced financial services executive and finance professional who has been nominated to serve on the Board because of her extensive experience and expertise in the areas of Financial Services, Human Capital Management, Regulatory and Compliance, and International Business. Ms. Fraser has gained leadership experience as the President of Citi, extensive consumer business experience as the CEO of Citi’s Global Consumer Banking business, and as the CEO of Citi’s U.S. Consumer and Commercial Banking and Mortgage businesses. She also has experience in global and institutional business operations as the CEO of Citi Latin America, and strategic planning experience as the Global Head of Strategy and Mergers & Acquisitions. With extensive knowledge and experience of Citi’s business segments as well as experience leading from the top of the house, Ms. Fraser is uniquely qualified to serve on the Board. In her previous role as President and in her current role as CEO of Citigroup Inc. she has gained extensive experience with Citi’s governance, regulatory interaction, human capital management, sustainability initiatives, and values and culture. She also brings significant risk management, regulatory, and international experience to our Board. The Board believes that Ms. Fraser, with her financial background, leadership and operational skills, and expertise in regulatory matters and banking, is a valuable resource for the Board. Primary Qualifications | | | Jane N. Fraser Age: 57 | | | | Director of Citigroup since 2020 Director of Citibank, N.A. since 2020 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: Financial Services Forum (Chair), Council on Foreign Relations (Board Member), Harvard Business School (Board of Dean’s Advisors), Stanford Advisory Board (Member), Business Roundtable (Member), and the Partnership for New York City (Member) | | | | | | Financial Services | | | | Human Capital Management | | | | International Business or Economics | | | | Legal, Regulatory and Compliance |
Proposal 1: Election of Directors
| 54 | PROPOSAL 1: ELECTION OF DIRECTORS |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Co-Founder and Partner Atrevida Partners, LLC ● Co-Founder and Partner, Atrevida Partners, LLC – 2007 to Present ● Co-Founder and Partner, Promontory Financial Group – 2000 to 2006 ● Chief Executive Officer, Soros Fund Management – 1999 to 2000 ● Executive Vice President/Treasurer, Bankers Trust Corporation – 1987 to 1999 ● Audit Manager, Arthur Andersen & Co. – 1979 to 1987 Skills and Qualifications Mr. Hennes is an experienced financial services professional who has been nominated to serve on the Board because of his considerable expertise in the areas of Compensation, Financial Services, Risk Management, Financial Reporting, and Regulatory and Compliance. Because Citi is an international financial services company with a need to ensure proper risk management, having an executive, like Mr. Hennes, with extensive institutional and risk management experience, enables the Board to provide knowledgeable oversight of its business and its risk management function. In his role as the Co-Founder of Atrevida Partners, LLC, a private asset management firm, and his prior experience at Promontory Financial Group and Bankers Trust Corporation, Mr. Hennes has developed wide-ranging skills and experience in financial services, risk management, regulatory compliance, corporate and investment banking, and securities and trading. While at Bankers Trust Corporation, Mr. Hennes served as Treasurer and was Chairman of Oversight Partners I, the consortium of 14 firms that participated in the equity recapitalization of Long-Term Capital Management. As the Chairman of Oversight Partners I, Mr. Hennes gained experience in credit and risk management, and personnel matters. In his capacity as CEO of Soros Fund Management, Mr. Hennes gained experience in investing, operational infrastructure, and trading, including arbitrage activities. Mr. Hennes’s experience as a Certified Public Accountant has also given him audit, financial reporting, and risk management expertise. Primary Qualifications | | | Duncan P. Hennes Age: 68 | | | | Director of Citigroup since 2013 Director of Citibank, N.A. since 2013 Other Public Company Directorships: RenaissanceRe Holdings Ltd. Previous Directorships within the last five years: None Other Activities: None | | | | | | Compensation | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Proposal 1: Election of Directors
| PROPOSAL 1: ELECTION OF DIRECTORS | 55 |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University ● Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University – September 2022 to Present ● Dean Emeritus, New York University, Leonard N. Stern School of Business – December 2017 to Present ● W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business – 2017 to 2022 ● Dean, New York University, Leonard N. Stern School of Business – 2010 to 2017 ● Faculty Member, Stanford University – 1997 to 2009 ● Fellow, National Science Foundation – 1993 to 1996 Skills and Qualifications Mr. Henry, a leading academic and seasoned international economist, has been nominated to serve on the Board because of his extensive expertise in the areas of International Business and Economics, Financial Services, Risk Management, Financial Reporting, Human Capital Management, Environmental and Sustainability and Corporate Governance. As a renowned international economist, he shares important perspectives with the Board on emerging markets, which is a focus of Citi’s strategy. The experience he gained in his role as Dean of the Leonard N. Stern School of Business enables him to provide an important perspective to the Board’s discussions on public affairs, financial, and operational matters. As a member of the Board of Nike, Inc. and its Audit, Corporate Responsibility and Sustainability, and Governance Committees, Mr. Henry has gained knowledge about the consumer business environment, sustainability issues, and governance. Mr. Henry’s governmental advisory roles, including leadership of President Obama’s Transition Team’s review of international lending agencies and his service as an economic advisor to governments in developing and emerging markets, have given him valuable insights and perspectives on international business and financial services. Mr. Henry brings to the Board experience in executive leadership at a large private university, including a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world. Primary Qualifications | | | Peter B. Henry Age: 55 | | | | Director of Citigroup since 2015 Other Public Company Directorships: Nike, Inc. and Analog Devices, Inc. Previous Directorships within the last five years: None Other Activities: National Bureau of Economic Research (Board), The Economic Club of New York (Board), Protiviti (Advisory Board), Biospring Partners (Advisory Board), Makena Capital (Advisory Board), and Two Bridges Football Club (Board) | | | | | | Corporate Governance | | | | Environmental and Sustainability | | | | Human Capital Management | | | | International Business or Economics |
Proposal 1: Election of Directors
| 56 | PROPOSAL 1: ELECTION OF DIRECTORS |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Founder, Chair and CEO, Ampere Computing ● Founder, Chair and CEO, Ampere Computing – 2017 to Present ● Operating Executive, The Carlyle Group – 2016 to Present ● President, Intel Corporation – 2013 to 2016 ● Executive Vice President of Intel Corporation – 2004 to 2013 ● Group Vice President and General Manager, Software Development – 2001 to 2004 ● Chief Operating Officer, Intel Online Solutions – 1999 to 2001 ● Chief of Staff to Intel Founder, Chairman and CEO Andrew Grove – 1995 to 1999 Skills and Qualifications Ms. James is a seasoned technology leader with broad international operations experience managing large-scale, complex global operations. An accomplished operational executive, Ms. James has been nominated to serve on the Board because of her expertise in the areas of Technology, Cybersecurity and Data Management, Risk Management, Human Capital Management, Compensation, and International Business. Through her 28-year career as a technology executive at Intel and in her current role as Founder, Chair and CEO of Ampere Computing, a private technology company, and her role as Operating Executive with the Media and Technology Practice at The Carlyle Group, a global investment firm, as well as in her role on the National Security Telecommunications Advisory Committee to the President of the United States, Ms. James has developed extensive expertise in cybersecurity and emerging technologies. These skills are particularly important to Citi as a member of an industry facing cyber threats and as a company embracing innovation and new technologies including Generative Artificial Intelligence. Through her career at Intel and her previous service on the boards of other prominent international companies (Oracle Corporation, Sabre Corporation, and Vodafone Group Plc), Ms. James has had executive experience with consumer risk management and corporate governance issues. Primary Qualifications | | | Renée J. James Age: 60 | | | | Director of Citigroup since 2016 Other Public Company Directorships: None Previous Directorships within the last five years: Oracle Corporation, Sabre Corporation and Vodafone Group Plc Other Activities: President’s National Security Telecommunications Advisory Committee (Member and Prior Chair) and University of Oregon (Trustee) | | | | | | Compensation | | | | Human Capital Management | | | | Risk Management | | | | Technology, Cybersecurity and Data Management |
Proposal 1: Election of Directors
| PROPOSAL 1: ELECTION OF DIRECTORS | 57 |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former Operating Partner General Atlantic LLC ● Operating Partner, General Atlantic LLC – September 2010 to December 2024 ● Senior Vice President and Chief Information Officer, General Electric Company – 1996 to 2010 ● Partner, Boston Consulting Group – 1986 to 1990 Skills and Qualifications Mr. Reiner is an experienced executive who has been nominated to serve on the Board because of his experience in the areas of Technology, Cybersecurity and Data Management, Financial Reporting, Compensation, Corporate Governance, and International Business. In his former role as Operating Partner of General Atlantic LLC, a private equity firm, he has continued to broaden his considerable expertise in technology and management. Through his tenure as Chief Information Officer at General Electric, Mr. Reiner gained extensive experience in the management of a large, complex, multinational operation, developing technology innovations, strategic planning, and marketing to an international consumer and institutional customer base. He also has significant knowledge and insight in information technology through his many years of service as a partner of Boston Consulting Group, where he focused on strategic issues for technology businesses and in advising on cybersecurity issues. Mr. Reiner’s expertise as an innovative technology leader assists Citi in meeting the operational, technology, and cybersecurity challenges inherent in operating a financial services company in the 21st century. Through his service on the Hewlett Packard Board of Directors, Mr. Reiner has developed additional leadership, sustainability and corporate governance expertise as the Chair of its Nominating, Governance and Social Responsibility Committee. Primary Qualifications | | | Gary M. Reiner Age: 70 | | | | Director of Citigroup since 2013 Other Public Company Directorships: Hewlett Packard Enterprise Company Previous Directorships within the last five years: Box Inc. Other Activities: None | | | | | | Compensation | | | | Corporate Governance | | | | International Business or Economics | | | | Technology, Cybersecurity and Data Management |
Proposal 1: Election of Directors
| 58 | PROPOSAL 1: ELECTION OF DIRECTORS |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former Superintendent of Banks, State of New York ● Vice Chair, Solera Capital LLC – 2014 to 2018 ● Managing Director, Wolfensohn Fund Management, L.P. – 2007 to 2014 ● Superintendent of Banks, State of New York – 2003 to 2007 ● Deputy Secretary, Governor Pataki, State of New York – 2002 to 2003 ● Chief Financial Officer, Long Island Power Authority – 2001 to 2002 ● Vice President, KeySpan Energy – 1999 to 2001 ● Assistant Secretary, Governor Pataki, State of New York – 1996 to 1999 ● Executive Vice President, Muriel Siebert & Company – 1993 to 1994 ● President, M.R. Beal & Company – 1988 to 1993 and 1995 to 1996 Skills and Qualifications Ms. Taylor is an experienced financial services executive and former regulator who has been nominated to serve on the Board because of her wide-ranging experience in the areas of Financial Services, Regulatory and Compliance, Risk Management, Compensation, Corporate Governance, and Sustainability. Citi’s Board provides oversight of Citi’s banking businesses and regulatory relationships, areas where Ms. Taylor is highly skilled; it also provides oversight of Citi’s compensation programs and governance, including public affairs matters, where Ms. Taylor is able to use her valuable perspective to enhance the Board’s oversight. Ms. Taylor has broad bank regulatory and risk management experience, having served as the Superintendent of Banks for the New York State Banking Department. Her financial services experience includes in-depth private equity, fund management, and investment banking experience as a Vice Chair at Solera Capital LLC and as a Managing Director of Wolfensohn Fund Management, L.P., a fund manager; and Founding Partner and President of M.R. Beal & Company, a full-service investment banking firm. Ms. Taylor also served as Chief Financial Officer of the Long Island Power Authority. In addition, through her work on the Sotheby’s Compensation Committee, the Brookfield Properties Governance Committee, as Chair of Accion and former Chair of the New York Women’s Foundation and the YMCA of Greater New York, Ms. Taylor has gained additional knowledge in corporate affairs, corporate governance, financial reporting, compensation, and legal matters. Primary Qualifications | | | Diana L. Taylor Age: 70 | | | | Director of Citigroup since 2009 Director of Citibank, N.A. since 2020 Other Public Company Directorships: Brookfield Corporation Previous Directorships within the last five years: Sotheby’s Other Activities: Accion (Chair), Columbia Business School (Board of Overseers),Friends of Hudson River Park (Chair), Mailman School of Public Health (Board of Overseers), The Economic Club of New York (Member), Council on Foreign Relations (Member), Hot Bread Kitchen (Board Chair), Cold Spring Harbor Lab (Member), and New York City Ballet (Board Chair) | | | | | | Compensation | | | | Corporate Governance | | | | Environmental and Sustainability | | | | Legal, Regulatory and Compliance |
Proposal 1: Election of Directors
| PROPOSAL 1: ELECTION OF DIRECTORS | 59 |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former Chairman and CEO Ernst & Young ● Chairman and CEO, Ernst & Young – 2001 to 2013 ● Regional Managing Partner, Ernst & Young – 1994 to 2001 Skills and Qualifications Mr. Turley, the retired Global Chair and CEO of Ernst & Young, brings to Citi his insights and expertise from his exceptional career in the accounting profession, both in the U.S. and internationally, as well as his executive experience from leading a major public accounting firm. Mr. Turley has been nominated to serve on the Board because of his extensive knowledge and expertise in the areas of Financial Reporting, Corporate Affairs, International Business, Human Capital Management, Legal, Regulatory and Compliance, and Risk Management. As Chair of the Audit Committee and a member of the Risk Management Committee, Mr. Turley adds significant value to the Board’s oversight of financial reporting, regulatory matters, compliance, internal audit, legal issues, and risk management. Having served as Chair and CEO of Ernst & Young, he has developed significant expertise in the areas of compensation, litigation, and corporate governance. Mr. Turley, the former Chairman of the Board of Catalyst, is recognized as a champion of diversity, having received the prestigious Crystal Leadership Award for his support of equal marketplace access for women and the groundbreaking programs he oversaw at Ernst & Young that enable the strategic development of women-owned businesses, and provides guidance to Citi on diversity matters as well. Primary Qualifications | | | James S. Turley Age: 69 | | | | Director of Citigroup since 2013 Director of Citibank, N.A. since 2013 Other Public Company Directorships: Emerson Electric Co., Northrop Grumman Corporation and Precigen, Inc. Previous Directorships within the last five years: None Other Activities: Boy Scouts of America (past Chair), Municipal Theatre Association of St. Louis (past Chair), Forest Park Forever (Board Member), and Concordance (Board Member) | | | | | | Financial Reporting | | | | Human Capital Management | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Proposal 1: Election of Directors
| 60 | PROPOSAL 1: ELECTION OF DIRECTORS |
Proposal 1: Election of Directors
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former President and Group Chief Executive Officer, Nordea Bank Abp ● Former President and Group Chief Executive Officer, Nordea Bank Abp – 2015 to 2019 ● Executive Vice President and Head, Wholesale Banking, Nordea Bank Abp – 2011 to 2015 ● Executive Vice President and Head, Corporate Merchant Banking & Capital Markets, Nordea Bank Abp – 2010 to 2011 ● Managing Director and Partner; Head, Nordic Investment Banking, Goldman Sachs International – 2006 to 2010 ● Head, European Technology Banking, Goldman Sachs International – 2002 to 2006 ● Managing Director, Nordic M&A, Goldman Sachs International – 1998 to 2002 ● Managing Director, Nordic Investment Banking, UBS AG – 1994 to 1998 ● Head, Derivatives Marketing & Structuring, German Corporate Clients, Citibank – 1992 to 1994 Skills and Qualifications Mr. von Koskull is an experienced international financial services executive and serves on the Board because of his extensive experience in the areas of International Business, Regulatory and Compliance, Financial Services, Risk Management, and Environmental and Sustainability matters. Mr. von Koskull brings more than 35 years of experience in institutional and international finance having held several leadership positions at Nordea Bank Abp, including President and Group Chief Executive Officer. He returns to Citi after overseeing derivatives marketing and structuring, leveraged finance, Nordic corporate coverage operations, and investment banking at the firm and at Goldman Sachs. Mr. von Koskull’s background as a financial services executive in Europe enhances the Board’s oversight of Citi’s international operations. His service on the boards of private entities engaged in addressing sustainability issues in Europe will be beneficial to Citi as the knowledge and experience he has gained will strengthen the Board’s oversight of Citi’s sustainability and net zero initiatives, among others. His experience as a leader of a foreign bank in a heavily regulated industry enables him to assist the Board in its oversight of Citi’s relationships and engagement with its regulators, including those in the U.K. and Europe. Primary Qualifications | | | Casper W. von Koskull Age: 64 | | | | Director of Citigroup since 2023 Other Public Company Directorships: None Previous Directorships within the last five years: None Other Activities: European Business Leaders’ Convention (Chair) and Advancement of Finnish Securities Markets (Board Member) | | | | | | Environmental and Sustainability | | | | Financial Services | | | | International Business or Economics | | | | Legal, Regulatory and Compliance |
Proposal 1: Election of Directors
| PROPOSAL 1: ELECTION OF DIRECTORS | 61 |
Proposal 1: Election of Directors
Directors’ Compensation The key objectives of our Director Compensation Program are to attract qualified talent, provide pay that is commensurate with the substantial time commitment associated with service, and foster commonality of interest between Board members and our stockholders. Directors’ compensation is determined by the Board, and the Nomination, Governance and Public Affairs Committee makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent advisor. In making recommendations to the Board, the Committee considers the competitive positioning of the aggregate and individual components of compensation, as well as the mix of pay and structure versus both direct competitors and other comparable organizations. The Committee also considers the unique skill set required to serve on our Board and the intense time commitment associated with preparation for and attendance at meetings of the Board and its committees as well as external commitments, such as engagement with our stockholders and regulators. Since our initial public offering in 1986, Citi has paid outside Directors all or a portion of their compensation in common stock to ensure that the Directors have an ownership interest in common with other stockholders.
Proposal 1: Election of Directors
| Annual Cash Retainer and Deferred Stock Award | | Non-employee Directors receive an annual cash retainer of $75,000 and a deferred stock award valued at $150,000. The deferred stock award is generally granted in early January. In the event a Director retires or resigns from the Board in the year for which an award is granted before attaining age 72, a pro rata portion of the award is forfeited, based on the number of full or partial calendar quarters served. The deferred stock award generally becomes distributable on the first anniversary of the date of the grant, and Directors may elect to defer receipt of the award beyond that date. |
Proposal 1: Election of Directors
| Fees for Service on Citi’s Board Committees, Citibank’s Board, and other Board Service |
Proposal 1: Election of Directors
| | Committee Fees(1) | | Citi’s Board | Citibank’s Board(2) | TOC Program Lead | | Chair Fee: | $50,000 | $35,000 | $500,000 | $50,000 | — | | Member Fee: | $30,000 | $15,000 | (3) | $25,000 | $20,000 | | | Audit | NGPA | | | | | | CPC | | | | | | | Risk | | | | | | | Technology | | | | | | | TOC | | | | | | (1) Directors are permitted to receive all or a part of their Committee Fee(s) and Committee Chair Fee(s) in common stock. | | | | | | | (2) Mses. Cole, Costello, Dailey, Desoer, Fraser, Ireland, and Taylor and Messrs. Hennes and Turley serve on Citibank’s Board of Directors. | | | | | | | (3) Please see the Director Compensation Chart on page 63 for the amount of fees paid to each Board member. | | | | | |
Proposal 1: Election of Directors
| ● Citi reimburses its Board members for expenses incurred in attending Board and Committee meetings or performing other services for Citi in their capacities as Directors. Such expenses include food, lodging, and transportation. ● All Annual Retainers, Committee Fees, and Committee Chair Fees for Citi and Citibank are paid in four equal quarterly installments per annum. These fees are reported in the Non-Employee Director Compensation table on pages 63-64. ● Mr. von Koskull serves on the Board of Citigroup Global Markets Limited (CGML), an international subsidiary Board of Citi. |
Proposal 1: Election of Directors
| 62 | PROPOSAL 1: ELECTION OF DIRECTORS |
Proposal 1: Election of Directors
| Chair Compensation | | Since Mr. Dugan’s initial appointment as Citi’s Chair in 2019, his annual total compensation from Citi has been $725,000. The Board believes this amount is appropriate in light of the virtually full-time nature of the Chair’s responsibilities, Mr. Dugan’s extensive experience and knowledge of the regulatory environment, and the compensation paid for similar roles among direct competitors, including U.S. and non-U.S. banks as well as other high-profile global organizations. Since October of 2020, Mr. Dugan has also played an active and important role in connection with Citi’s transformation, including chairing the Transformation Oversight Committee, as Citi seeks to drive excellence in its risk and control environment, operations, and service to clients. The components of Mr. Dugan’s compensation include a Chair Fee of $500,000 plus fees that all directors receive, which include the Retainer and Deferred Stock Award that total $225,000, as described above. These amounts remain unchanged from the amounts approved prior to Mr. Dugan’s appointment as Chair. While Mr. Dugan actively serves as the Chair and participates in three other Board Committees of which he is a member–Audit; Nomination, Governance and Public Affairs; and Risk Management–participates in ad hoc committees of which he is a member, and attends meetings of Board Committees of which he is not a member, Mr. Dugan waives all Committee Fees to which he is entitled. |
Proposal 1: Election of Directors
| What We Do | What We Don’t Do | | ✓ Citi’s Director Compensation Program is primarily equity based. ✓ Directors have a robust Stock Ownership Commitment. ✓ The maximum number of shares subject to awards to an individual Director in a calendar year, taken together with any cash fees paid during the calendar year to the Director for services as a member of the Board, may not exceed $1 million in value. While the Board may approve a higher limit for the non-Executive Chair, as noted above, amounts actually paid to the Chair are substantially below the $1 million cap. | û Directors who are employees of Citi or its subsidiaries do not receive any compensation for their services as Directors. û Directors are not paid Meeting Fees. û Citi does not offer a Retirement Program for its Directors. û Directors are not permitted to hedge or pledge their Citi common stock or engage in speculative trading in Citi’s common stock. For more information on hedging, please see Citi’s Hedging Policies on pages 39-40. |
Proposal 1: Election of Directors
| PROPOSAL 1: ELECTION OF DIRECTORS | 63 |
Proposal 1: Election of Directors
The following table provides information on 2024 compensation for non-employee Directors: 2024 DIRECTOR COMPENSATION
Proposal 1: Election of Directors
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($) | | Ellen M. Costello | $243,750 | $150,000 | $393,750 | | Grace E. Dailey | $228,333 | $150,000 | $378,333 | | Barbara J. Desoer | $297,500 | $150,000 | $447,500 | | John C. Dugan | $575,000 | $150,000 | $725,000 | | Duncan P. Hennes | $360,000 | $150,000 | $510,000 | | Peter B. Henry | $170,000 | $150,000 | $320,000 | | S. Leslie Ireland | $167,500 | $150,000 | $317,500 | | Renée J. James | $265,000 | $150,000 | $415,000 | | Gary M. Reiner | $180,000 | $150,000 | $330,000 | | Diana L. Taylor | $230,000 | $150,000 | $380,000 | | James S. Turley | $278,333 | $150,000 | $428,333 | | Casper W. von Koskull | $280,000 | $150,000 | $430,000 |
Proposal 1: Election of Directors
| (1) Directors may elect to receive all or a portion of the cash retainer in the form of Citi common stock and may elect to defer receipt of Citi common stock. Certain Directors elected to defer receipt of the shares. Ms. Costello elected to receive all of her Citigroup 2024 cash retainer and Committee Fees in deferred stock as represented in the chart below. Mr. Dugan elected to split his Chair Fee with 50% in deferred stock and 50% in cash as represented in the chart below. Mr. Reiner elected to receive his cash retainers in stock (100%) but did not elect to defer receipt of the retainer; therefore, his 2,819 shares were distributed to him in 2024. The price used to determine the number of shares awarded was the average consolidated NYSE closing price of Citigroup common stock for the last five days of the last month of the quarter. |
Proposal 1: Election of Directors
| Director | Fees Paid Currently in Cash ($) | Deferred Fees To be Paid in Stock | | | | | Number of Units | Value of Units | | Ellen M. Costello | $18,750 | 3,535 | $225,000 | | Grace E. Dailey | $228,333 | — | — | | Barbara J. Desoer | $297,500 | — | — | | John C. Dugan | $325,000 | 3,917 | $250,000 | | Duncan P. Hennes | $360,000 | — | — | | Peter B. Henry | $170,000 | — | — | | S. Leslie Ireland | $167,500 | — | — | | Renée J. James | $265,000 | — | — | | Gary M. Reiner | — | — | — | | Diana L. Taylor | $230,000 | — | — | | James S. Turley | $278,333 | — | — | | Casper W. von Koskull | $280,000 | — | — |
Proposal 1: Election of Directors
| 64 | Proposal 1: Election of Directors |
Proposal 1: Election of Directors
| (2) The values in this column represent the aggregate grant date fair values of the 2024 Deferred Stock Awards as computed in accordance with ASC 718. The number of deferred shares paid to each Director is the grant date fair value based on a grant date of January 2, 2024 and dividing the grant date fair value of the award by a grant price determined by the average NYSE closing prices of Citi’s common stock on the immediately preceding five trading days. The amounts in the charts below represent Deferred Stock Awards only and not shares awarded in lieu of the cash retainer and/or Chair or Committee Chair Fees. The grant date fair value of the Deferred Stock Awards is set forth below: |
Proposal 1: Election of Directors
| Director | Deferred Stock Granted in 2024 (#) | Grant Date Fair Value ($) | | Ellen M. Costello | 2,922 | $150,000 | | Grace E. Dailey | 2,922 | $150,000 | | Barbara J. Desoer | 2,922 | $150,000 | | John C. Dugan | 2,922 | $150,000 | | Duncan P. Hennes | 2,922 | $150,000 | | Peter B. Henry | 2,922 | $150,000 | | S. Leslie Ireland | 2,922 | $150,000 | | Renée J. James | 2,922 | $150,000 | | Gary M. Reiner | 2,922 | $150,000 | | Diana L. Taylor | 2,922 | $150,000 | | James S. Turley | 2,922 | $150,000 | | Casper W. von Koskull | 2,922 | $150,000 |
Proposal 1: Election of Directors
The aggregate number of shares of deferred stock outstanding at the end of 2024 was:
Proposal 1: Election of Directors
| Director | 2024 | | Ellen M. Costello | 66,669 | | Grace E. Dailey | 3,023 | | Barbara J. Desoer | 2,922 | | John C. Dugan | 32,012 | | Duncan P. Hennes | 35,977 | | Peter B. Henry | 30,660 | | S. Leslie Ireland | 20,313 | | Renée J. James | 28,190 | | Gary M. Reiner | 2,922 | | Diana L. Taylor | 56,298 | | James S. Turley | 35,977 | | Casper W. von Koskull | 3,023 |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Ø | Performance Share Units (page 86) |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Transformation Bonus Program (page 89) |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Ø | Tranche 3 Payout Determination (page 90) |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Ø | Our Compensation Peer Group (page 94) |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | | Annual Variable Compensation ($) | | | | Equity Based Awards | | Name | Salary | Cash Bonus | Performance Share Units | Deferred Stock | Total Compensation(1) | % of Annual Variable Compensation | | Jane Fraser | 1.5 | 5.0 | 16.5 | 11.6 | 34.5 | 85% | | Mark Mason | 1.0 | 5.6 | 4.2 | 4.2 | 15.1 | 60% | | Viswas Raghavan | 0.6 | 8.8 | 6.6 | 6.6 | 22.6 | 60% | | Andrew Morton | 1.0 | 8.2 | 6.2 | 6.2 | 21.5 | 60% | | Andy Sieg | 1.0 | 4.8 | 3.6 | 3.6 | 13.0 | 60% |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Amounts paid in respect of Performance Share Units upon vesting may differ from the amounts set forth in the table above based on Citi’s results during the applicable performance period and the applicable metrics, as described on pages 86 through 88. Note this table is not the SEC-required 2024 Summary Compensation Table, which is on page 100.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| the Middle East and Mexico as part of our strategic refresh, we closed sales in nine of those markets, and the wind-downs of Citi’s consumer businesses in China and Korea and overall presence in Russia are nearly complete. Most notably, at the end of 2024, we successfully separated our consumer, small and middle market banking businesses in Mexico (Banamex) from our institutional business, a significant undertaking and critical accomplishment in our path to executing an initial public offering of Banamex stock. We are currently in the midst of the sales process for our consumer business in Poland. | | A second part of that initiative involved rethinking our operating model. During 2024 we finalized the implementation of a new, flatter management model, eliminating layers and regional structures, and enhancing leadership accountability in each interconnected business to make Citi a simpler, better-controlled firm that can operate faster, improve client service and unlock value for stockholders. | | CEO COMPENSATION | | The Compensation Committee increased Ms. Fraser’s total compensation from $26 million in 2023 to $34.5 million in 2024 in recognition of the progress and achievements described above, because it concluded that Ms. Fraser’s strategy was solid, and her leadership in regard to the execution of the strategic objectives exemplary, and in light of competitive pay considerations. | | In making its decision, the Compensation Committee also considered Citi’s absolute and relative TSR during 2024, including the various elements of Citi’s executive compensation program that tie compensation to TSR. | | To align Ms. Fraser’s compensation with stockholder interests, the Compensation Committee determined that the components of her 2024 incentive compensation would, as in prior years, be weighted toward stock-based compensation. Ms. Fraser’s compensation is aligned with stockholder interests through various features of our compensation program that tie the amount of compensation to our TSR and financial metrics. For further information regarding that alignment, see the disclosure on pages 107 to 110 concerning pay versus performance. | | TRANSFORMATION BONUS PROGRAM | | To incentivize effective execution in connection with the Consent Order programs and to drive change in Citi’s risk and control environment and culture, in August 2021 the Compensation Committee approved the Transformation Bonus Program. A description of the Transformation Bonus Program was included in our 2022 Proxy Statement. Additional information related to the Transformation Bonus Program can be found in the supplemental solicitation materials Citi filed with the SEC in 2022, which can be accessed at www.citigroup.com. Ms. Fraser has not been eligible to participate in the Transformation Bonus Program. | | Following the completion of the third and final performance measurement period under the Program, the Compensation Committee determined that the Performance Achievement Percentage for the period ending on December 31, 2024 would be 53%. The Performance Achievement Percentage determination reflected the Compensation Committee’s assessment of performance relative to preset objective targets. | | The terms and conditions of the Transformation Bonus Program were not changed for 2024. In approving the Transformation Bonus Program, the Compensation Committee did not intend that it would be a replacement, substitution or make-up for any other compensation amount, nor does the Compensation Committee expect to make other special awards related to our transformation efforts in the future. | | For further information concerning the Transformation Bonus Program see pages 89 to 91. | | OTHER CONSIDERATIONS | | As described on page 88, the Compensation Committee determined that 66.4% of the target number of shares subject to PSUs granted as part of our 2021 incentive compensation awards were earned for the three-year performance period from 2022 through 2024. The resulting payout value was equal to 78.9% of initial value, including the impact of both financial performance and TSR during the three-year performance period from 2022 through 2024, as compared to a 93% payout for the prior performance period. | | Citi delivers a portion of incentive compensation for our EMT in the form of PSUs. For 2024, we expanded the use of PSUs to cover all 11 members of the Citi Operating Team to further align the incentive program for those leaders. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation | 73 |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Our Compensation Philosophy Our Compensation Philosophy is designed to encourage prudent risk-taking and management of controls while attracting the world-class talent necessary for our success. The full statement of our Compensation Philosophy is available on our public website at www.citigroup.com. Consistent with our Compensation Philosophy, we design our executive pay program to motivate balanced behaviors. The compensation of our executive officers is determined based on a disciplined policy of goal setting and measurement and assessment of performance against pre-established goals. Transparency, discipline and performance feedback are key factors in our approach to executive officer compensation. Implementation of the process spans the full year.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 74 | Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
2024 Citi Performance Pages 92 to 93 below describe our annual compensation process. As set forth below, the Compensation Committee approves scorecard goals for each named executive officer early in the annual compensation cycle. The goals fall into four performance pillars: Risk and Control, Financial, Client and Franchise, and Leadership. The type and number of goals for each pillar vary by named executive officer, based on the nature of his or her position. Before we address individual performance in respect of each of those pillars, the discussion on the pages that follow summarizes highlights of overall Company performance in 2024 in respect of our four performance pillars.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Financial Pillar |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
The Compensation Committee has seen specific and tangible results in financial performance resulting from efforts to transform the organization over the last few years. The following highlights were considered by the Compensation Committee when awarding executive incentive compensation for 2024.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 FINANCIAL PERFORMANCE HIGHLIGHTS |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| RETURN ON ASSETS | REVENUE GROWTH | DILUTED EPS | TOTAL PAYOUT RATIO | BOOK VALUE PER SHARE | TANGIBLE BOOK VALUE PER SHARE | | | | | | | |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 Annual Incentive Compensation: | Key Compensation Committee Considerations ● Ms. Fraser provided disciplined leadership of Citi’s various transformation efforts. ● Ms. Fraser further built out her leadership team. ● Ms. Fraser improved accountability of business leaders and their financial results. ● The benchmark compensation amount used as a starting point for Ms. Fraser’s compensation decision was the market benchmark. ● Ms. Fraser’s final total (base salary plus incentive) compensation amount for 2024 reflected: Ø Upward adjustments to reflect performance in the Financial, Leadership, and Client and Franchise Pillars. Ø Downward adjustments to reflect performance in the Risk and Control Pillar. ● Total compensation: $34.5 million. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 Annual Incentive Compensation: | Key Compensation Committee Considerations ● Mr. Mason showed notable commitment to the firm in the face of challenges. ● Mr. Mason led and made clear progress in key areas, setting an effective tone from the top about financial discipline driving stockholder value, and improving returns. ● The benchmark compensation amount used as a starting point for Mr. Mason’s compensation decision was the market benchmark adjusted to reflect experience and time in this role. ● Mr. Mason’s final total (base salary plus incentive) compensation amount for 2024 reflected: Ø Upward adjustments to reflect performance in the Financial, Leadership, and Client and Franchise Pillars. Ø Downward adjustments to reflect performance in the Risk and Control Pillar. ● Total compensation: $15.08 million. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Mr. Mason’s Dashboard for 2024: Financial:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | 2024 Result | | Citigroup Income from Continuing Operations Before Taxes | $17.0 billion | | Citigroup Operating Leverage | 764 bps | | Citigroup Return on Common Equity | 6.1% | | Citigroup Return on Tangible Common Equity | 7.0% |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Mason continued to lead the firm and his Finance team amidst considerable challenges, including a significant increase in spend for our transformation efforts and a major restructuring of our businesses. | | ● | Mr. Mason managed Citi’s balance sheet, including capital allocation, and the firm continued to deliver on its external commitments, which is reflected in the full-year earnings results. | | ● | Mr. Mason led the firm in making critical strategic choices during 2024, using organizational simplification to drive positive change for the long term. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Risk and Control:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Mason focused on building his engagement with key stakeholders to remediate the shortcomings identified in certain transformation programs. | | ● | There is more work to be done within the Finance organization to ensure the firm is on the path to closure for various streams of deliverables. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Client and Franchise:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Mason developed key strategic relationships with clients and investors regarding Citi’s value proposition and strategy. | | ● | Mr. Mason is a strong connector across our five businesses and with external stakeholders, including investors. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Mason is a trustworthy and dynamic leader within his organization, the firm, and the external environment. | | ● | Mr. Mason has been committed to creating and developing a dedicated team to execute his organization’s tasks and the firm’s strategy effectively. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation | 83 |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | Andrew Morton Head of Markets |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 Annual Incentive Compensation: | Key Compensation Committee Considerations ● Mr. Morton successfully drove change throughout the Markets organization, focusing on delivering broad, strategic solutions. ● Mr. Morton garnered positive feedback from many stakeholders. ● The benchmark compensation amount used as a starting point for Mr. Morton’s compensation decision was the market benchmark. ● Mr. Morton’s final total (base salary plus incentive) compensation amount for 2024 reflected: Ø Upward adjustments to reflect performance in the Financial and Client and Franchise Pillars. Ø Downward adjustments to reflect performance in the Risk and Control Pillar. ● Total compensation: $21.525 million. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Mr. Morton’s Dashboard for 2024: Financial:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | 2024 Result | | Citigroup Income from Continuing Operations Before Taxes | $17.0 billion | | Markets Income from Continuing Operations Before Taxes | $6.2 billion | | Citigroup Operating Leverage | 764 bps | | Markets Operating Leverage | 679 bps | | Citigroup Return on Common Equity | 6.1% | | Citigroup Return on Tangible Common Equity | 7.0% | | Markets Return on Tangible Common Equity | 9.1% |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | As Head of Markets, Mr. Morton is responsible for overseeing revenue, expense and capital performance across Rates, Foreign Exchange, Spread Products, Commodities, Markets Treasury, Equities and Other Citi Markets. Markets had a positive year, driven by strong performance in Equities and Spread Products, and lower year-over-year expenses. | | ● | For 2024, Mr. Morton oversaw an improvement in RoTCE of 180 basis points versus the previous year. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Risk and Control:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Morton was a valued contributor on regulatory programs that were on track in 2024 and he continues to make progress strengthening Risk and Controls. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Client and Franchise:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Morton focused on franchise-wide opportunities during 2024, with tangible results in several strategic transactions. | | ● | Mr. Morton significantly increased his engagement with key clients and made continued progress on culture and talent priorities for the business, thereby enhancing the franchise. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Morton is a respected and decisive leader. He has been successful in driving change by making bold strategic decisions, balancing the needs of the firm and the business. | | ● | Mr. Morton’s leadership and collaboration with key stakeholders continue to showcase the importance of Citi’s global Markets business. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 84 | Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | Andy Sieg Head of Wealth |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 Annual Incentive Compensation: | Key Compensation Committee Considerations ● Mr. Sieg joined Citi as Head of Wealth in September 2023. He has set a new path for the business, has made many of the necessary, material changes to improve performance and brought in significant new talent. ● 2024 has been a challenging year for the Wealth business, but Mr. Sieg has built significant momentum. ● The benchmark compensation amount used as a starting point for Mr. Sieg’s compensation decision was his prior-year total compensation. ● Mr. Sieg’s final total (base salary plus incentive) compensation amount for 2024 reflected: Ø Upward adjustment to reflect performance in the Financial and Client and Franchise Pillars. Ø Downward adjustments to reflect performance in the Risk and Control Pillar. ● Total compensation: $13.02 million. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Mr. Sieg’s Dashboard for 2024: Financial:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | 2024 Result | | Citigroup Income from Continuing Operations Before Taxes | $17.0 billion | | Wealth Income from Continuing Operations Before Taxes | $1.3 billion | | Citigroup Operating Leverage | 764 bps | | Wealth Operating Leverage | 900 bps | | Citigroup Return on Common Equity | 6.1% | | Citigroup Return on Tangible Common Equity | 7.0% | | Wealth Return on Tangible Common Equity | 7.6% |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Sieg is responsible for the Citi Private Bank, Citigold Private Client, and Wealth at Work businesses. While the Private Bank underperformed, other parts of the franchise have performed well and made an upward turn under his leadership. | | ● | Mr. Sieg focused on optimization, lowering costs, and improving revenue generation within Wealth in 2024, including significant growth in Net New Investment Assets (NNIA). |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Risk and Control:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Sieg took steps to improve Wealth’s risk and control environment, which was stable during 2024. | | ● | Mr. Sieg oversaw significant progress in aspects of the control infrastructure for Wealth, and supported transformation work. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Client and Franchise:
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Sieg actively led a project to improve the client experience by focusing on the full end-to-end delivery of investment solutions, resulting in improvements to our alternative booking process and training, more seamless transferring of client assets and other enhancements. | | ● | Mr. Sieg was actively engaged with clients and asset managers, and took opportunities to reach out broadly through speaking and media engagements. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ● | Mr. Sieg was decisive in steering his organization’s performance, disciplines, and practices. | | ● | Mr. Sieg is driving a culture of intense client focus. | | ● | Mr. Sieg drove strong external talent acquisitions for the Wealth business, adding considerable depth to his leadership team. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation | 85 |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Components of Our Incentive Compensation Program Elements of Annual Compensation The total incentive awarded to executive officers is delivered in three parts: (a) annual cash bonus, (b) Deferred Stock Awards the value of which depends on our stock price, and (c) PSUs, the value of which, if any, depends on our stock price and achievement of performance goals. Our incentive awards foster a balance between annual and long-term components, with the majority of incentive compensation delivered in awards that pay out over multiple years. Long-term incentives, including both PSUs and Deferred Stock Awards, are subject to performance-based vesting criteria. In determining the percentages to grant of each award type, the Compensation Committee considered applicable regulatory requirements and guidelines as well as market practices.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| ELEMENT | AWARD TYPE | PORTION OF TOTAL INCENTIVE COMPENSATION | PERFORMANCE LINK AND VESTING | COMPENSATION TYPE | | Salary | N/A | N/A | ● Fixed portion of total pay at a competitive level that enables us to attract and retain talent | Cash | | Short-Term Incentive | Annual Bonus | CEO: 15% Other NEOs: 40% | ● Performance assessment determines amount | Cash | | Long-Term Incentives | Performance Share Units | CEO: 50% Other NEOs: 30% | ● Performance assessment and share price determine target number of units | Equity-linked, performance-based and cash-settled | | | | | ● Earned units based on financial metrics over three-year performance period (a description of the metrics for 2024 awards is included on pages 86 to 87) | | | | | | ● Earned units are paid following a three-year performance period | | | | | | ● Ultimate amount received based on our TSR | | | | | | ● Award capped at 100% of target if our TSR is negative over performance period | | | | | | ● Subject to cancellation and clawbacks | | | | Deferred Stock Awards | CEO: 35% Other NEOs: 30% | ● Performance assessment and share price determine number of shares | Equity | | | | | ● Ultimate amount received based on our TSR | | | | | | ● Paid ratably over a four-year period | | | | | | ● Subject to cancellation and clawbacks including the performance-based vesting condition described on page 95 | |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Performance Share Units Under the general structure of our annual executive compensation program, 50% of CEO variable pay and 30% of other named executive officer variable pay is awarded as PSUs.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 PSU AWARD DESIGN |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
The following summarizes the terms of PSUs awarded by us in 2025 in respect of performance during 2024 (2024 PSUs). The performance metrics approved for the 2024 PSUs are RoTCE and TBVPS, and cover the period January 1, 2025 through December 31, 2027. The RoTCE metric has been adjusted compared to the prior year PSUs to use change in RoTCE, rather than absolute RoTCE, for relative performance purposes reflecting stockholder feedback. The TBVPS grid metrics have been increased consistent with past practice. METRIC PERFORMANCE AND RELATED EARNED PSUs
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| AWARD FEATURE | PERFORMANCE YEAR 2024 PSU DESCRIPTION | | | | | Performance Period | ● | January 1, 2025 through December 31, 2027 | | | | Target Number of PSUs | ● | Target is derived from the portion of total incentive award allocated to the PSU program divided by the average of the closing prices of our common stock for the five trading days immediately preceding the February 13, 2025 grant date ($81.432). | | | | Performance Metrics and Targets | | WEIGHTED AVERAGE RoTCE (50%) | ● | RoTCE for each year is net income (less preferred dividends) divided by Average Tangible Common Equity for the year. | | | | | ● | Average RoTCE is a weighted average of annual RoTCE performance for 2025, 2026 and 2027, in the following proportion: 20%/30%/50%. The weighting gives greater import to RoTCE performance in the medium term than in the short term. | | | | | ● | For purposes of relative performance, the peer group consists of Bank of America, Barclays, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, UBS, and Wells Fargo. | | | | CUMULATIVE TBVPS (50%) | ● | Cumulative tangible book value per share (TBVPS) is determined by adding the TBVPS as of December 31, 2025, 2026 and 2027. | | | Performance between fixed outcomes as set forth above is determined by straight-line interpolation. Relative Performance for the RoTCE metrics is based on change in RoTCE for the performance period and is determined as follows: | | | |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Relative Change in RoTCE | PSUs Earned | | <50th percentile | 0%-100% | | 50th-75th percentile | 100%-150% | | >75th percentile | 150% |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| TSR Factor | ● | The number of PSUs that may be earned is capped at target if our TSR is negative over the three-year performance period, regardless of the outcome of the performance metrics. | | Award Delivery | ● | After the end of the performance period, the number of earned PSUs will be multiplied by the average of our common stock price over the 20 trading days preceding the final vesting date, and the resulting value will be paid in cash, except for employees resident in the U.K. where deferrals for up to seven years are required by law. This practice links the payout to changes in the price of our common stock while limiting stockholder dilution. | | Vesting | ● | PSUs are subject to three-year cliff vesting with a provision for early retirement. | | Dividend Equivalents | ● | Dividend equivalents will be accrued and paid on the number of earned PSUs after the end of the performance period; dividend equivalents on PSUs that are not earned will be forfeited. | | Cancellation and Clawbacks | ● | PSUs are subject to cancellation and clawback provisions. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| PERFORMANCE SHARE UNIT PAYOUTS |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
The chart below illustrates the components of the payout amounts for PSUs settled in 2023 through 2025, illustrating the relative impact of stock price change and operational performance metrics. 66.4% of PSUs awarded in 2022 and settled in 2025 were earned based on performance against operational financial metrics during the performance period, including equitable adjustments for 2024 as required under the applicable award agreements for unusual and non-recurring items arising from the impacts of restructuring, separations, currency reserves in certain jurisdictions and a FDIC special assessment (net $884 million increase in earnings before taxes). PSU PAYOUT – AWARDS SETTLED IN 2023–2025
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | PSU Grant Value | | | Amount of increase or decrease based on performance against metrics | | | Amount of increase or decrease based on the changes in the FMV of the target shares plus dividends | | | Amount of increase or decrease based on performance against metrics PSU Final Payout Amount |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| AWARD FEATURE | DEFERRED STOCK AWARD DESCRIPTION | | Vesting Period | Vests 25% each year over a four-year period, subject to a provision for early retirement. | | Number of Shares | The number is derived from the portion of total incentive award allocated to Deferred Stock Awards divided by the average of the closing prices of our common stock for the five trading days immediately preceding the February 13, 2025 grant date ($81.432). | | Dividend Equivalents | Dividend equivalents will be accrued and paid on vested shares after the end of the vesting period; dividend equivalents on Deferred Stock Awards that are not earned will be forfeited. | | Clawbacks | Deferred Stock Awards are subject to cancellation and clawback provisions, including the performance-based vesting condition described on page 95. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Compensation Process and Governance Our Annual Compensation Process The following summarizes the principal elements of our process for setting incentive compensation for our NEOs. We adopted our Compensation Accountability and Rationale Tool in 2020 as a means for administering our new compensation principles and practices. CART is an integral part of our compensation framework that resulted in significantly increased transparency and discipline with respect to the impact of risk and control performance on compensation decisions. CART’s most important feature is that it requires managers to provide performance details across each of the four CART pillars – Risk and Control, Financial, Client and Franchise, and Leadership – to support compensation decisions. CART creates a comprehensive record evidencing how risk was considered in compensation decisions. This practice enables us to systematically hold each manager of an in-scope employee accountable in a disciplined way for management of risk and controls and for determining compensation. Each named executive officer’s total incentive award is based on a market benchmarking process, Citi’s overall achievements, and individual executive performance against applicable goals. Target compensation is aligned through a market benchmarking process, with market rates of pay adjusted to reflect each named executive officer’s experience and scope of role as the starting point for incentive pay. Each named executive officer’s performance is evaluated against the four pillars and is informed by metrics contained in the executive’s scorecard. The Compensation Committee then considers how performance in each pillar impacts the incentive compensation amount and written narrative assessments for each of the four pillars are completed linking pay to performance. The Compensation Committee completes this assessment for our CEO and contributes to the assessments for our other executive officers. Under our compensation framework, our Compensation Committee uses a five-step process when making final determinations regarding named executive officer incentive compensation. The steps are illustrated in the following graphic and summarized immediately below the graphic.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 1 | Goal Setting for Scorecards Approve employee-by-employee customized scorecard goals aligned to each of the four performance pillars and the employee’s job responsibilities |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| · | The Compensation Committee reviews market pay to determine a market benchmark for each NEO role. Ranges are developed based on public information and third-party market surveys of compensation for the same or comparable roles at peer firms. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Our Compensation Peer Group Our vision for Citi is to be the preeminent bank for institutions with cross-border needs, a global leader in wealth, and a major player in consumer payments and lending in our home market. Because of our need to compete in the market for talent while at the same time aligning compensation with performance, considering the compensation decisions and performance achievements of peers is a key factor in Citi’s compensation decisions. The Compensation Committee considers named executive officer compensation in the context of pay levels and performance at a 13-member peer group and a smaller core peer group consisting of five U.S.-based global banks with lines of business and scale similar to ours. The Compensation Committee, with input from its independent compensation consultant, established our compensation peer group. The Compensation Committee evaluates the compensation peer group on an annual basis to ensure that the group continues to be appropriate. The Compensation Committee continues to believe that a U.S.-based peer group reflects the relevant market for executive talent and the relevant regulatory environment for our executive compensation. We chose the peers because they operate in one or more lines of business that are similar to ours and compete in similar labor markets. In selecting the compensation peer group, the Compensation Committee uses size-based metrics as primary screening criteria among financial services firms. Citigroup’s size relative to its full peer group is generally near or above the 75th percentile but is closer to median when compared to its core peers. Citi’s business is relatively complex compared to peers because of the global scope and depth of its business.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| 2024 COMPENSATION PEER GROUP | | | | AIG (AIG) | Goldman Sachs (GS) | Prudential (PRU) | | American Express (AXP) | JPMorgan Chase (JPM) | U.S. Bancorp (USB) | | Bank of America (BAC) | MetLife (MET) | Wells Fargo (WFC) | | BNY Mellon (BK) | Morgan Stanley (MS) | | | Capital One (COF) | PNC (PNC) | |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| POTENTIAL TRIGGER | PERFORMANCE SHARE UNITS | DEFERRED STOCK AWARDS | | Misconduct or materially imprudent judgment that caused harm to any of our business operations, or that resulted or could result in regulatory sanctions, including either failure to supervise employees who engaged in such behavior or failure to escalate such behavior. | | | | Significant responsibility for a Material Adverse Outcome (MAO). | | | | Award received based on materially inaccurate publicly reported financial statements. | | | | Employee knowingly engaged in providing materially inaccurate information relating to publicly reported financial statements. | | | | Material violation of any risk limits established or revised by senior management and/or risk management. | | | | Gross misconduct. | | | | Intentional misconduct or fraud that requires the restatement of previously filed financial statements. | | |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Material Adverse Outcome includes occurrences that lead to a 5% or more reduction in revenue or net income for the Company for any fiscal quarter. The Material Adverse Outcome performance-based vesting condition is not applicable to PSUs, which include other performance-based vesting conditions. In addition to the cancellation and clawback provisions described in the table above, to comply with U.K. and E.U. regulatory guidance, additional cancellation and clawback terms are applicable to certain of Mr. Morton’s outstanding incentive awards covering various compliance issues. Also, similarly, Citi has adopted a policy that complies with the SEC Rule 10D-1 regarding compensation clawbacks in the event of certain financial statement restatements. We will consider making public disclosures whenever a decision has been made to cancel deferred compensation payable to an executive officer because he or she had significant responsibility for a Material Adverse Outcome or otherwise.
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Risk and control management. Effective management of risk and control is a key driver in determining compensation for executive officers. Regulatory requirements. Our governance practices are designed to comply with the principles for sound incentive compensation practices promulgated by our regulators, who provide ongoing oversight and engagement in respect of those practices. Clawbacks. Our PSUs, Deferred Stock Awards and all time-based vesting equity awards are subject to clawbacks. Stock ownership commitment. Under our policies, executive officers are required to hold at least 75% of the net after-tax shares acquired through our incentive compensation programs as long as they are executive officers. Post-employment stock holding requirement. Our policies require each executive officer to retain at least 50% of the shares subject to the stock ownership commitment for one year after ceasing to be an executive officer, even if he or she is no longer employed by us. Peer group review. The Compensation Committee annually evaluates our industry peer group to ensure that inclusion of each member continues to be appropriate for compensation benchmarking purposes. Compensation Committee independent advice and executive sessions. An independent compensation consultant attends Compensation Committee meetings and provides the Compensation Committee with advice. The Compensation Committee regularly meets in executive session without management present, both with and without its independent advisor. Annual risk assessment. As part of our governance process, all our incentive compensation plans throughout the world are analyzed through a central risk management model developed and administered by a third-party consultant with input from us. Governance. We have strong compensation governance practices, including a disciplined and systematic process for taking risk into account in compensation decisions. The Board of Directors reviews all stockholder proposals, including those related to executive compensation. The Compensation Committee received regular feedback from investors concerning our compensation practices. | No unearned dividends paid. We pay dividend equivalents on our PSUs and Deferred Stock Awards only if and when the underlying awards are earned and delivered. The dividend rate is the same for the executive officers as for other stockholders. No extensive use of employment agreements. Except as required by law, we do not use fixed-term employment agreements for executive officers. Agreements with executive officers may not provide for post-retirement personal benefits of a kind not generally available to other employees or retirees. No “springloading” of equity awards. Citi does not time the granting of equity awards to take advantage of information that may enhance their value to recipients. In respect of the disclosure required by new SEC rules concerning the timing of the grant of stock options or similar awards, Citi has not granted any such awards for more than 10 years. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| OUR INDEPENDENT COMPENSATION CONSULTANT |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Jane Fraser | 2024 | $1,500,000 | $4,950,000 | $24,656,800 | $— | $— | $20,700 | $31,127,500(7) | | CEO | 2023 | $1,500,000 | $3,675,000 | $18,701,013 | $1,562,500 | $— | $19,800 | $25,458,313 | | | 2022 | $1,500,000 | $3,450,000 | $15,533,265 | $1,562,500 | $— | $18,300 | $22,064,065 | | Mark Mason CFO | 2024 | $1,000,000 | $5,632,000 | $8,551,578 | $— | $2,799 | $20,700 | $15,207,077 | | | 2023 | $1,000,000 | $4,930,000 | $7,535,196 | $1,001,378 | $2,122 | $19,800 | $14,488,496 | | | 2022 | $1,000,000 | $5,216,000 | $7,201,834 | $1,608,239 | $1,792 | $18,300 | $15,046,165 | | Viswas Raghavan(8) Head of Banking | 2024 | $579,235 | $8,800,000 | $39,376,634(9) | $— | $— | $384,239 | $49,140,108 | | Andrew Morton(8) Head of Markets | 2024 | $1,000,000 | $8,210,000 | $10,933,541 | $4,233,537 | $— | $45,085 | $24,422,163 | | | 2023 | $7,708,719(10) | $1,081,628 | $11,610,885 | $3,895,621 | $— | $292,612 | $24,589,465 | | Andy Sieg(8) Head of Wealth | 2024 | $1,000,000 | $7,513,993 | $7,632,240 | $— | $1,012 | $20,700 | $16,167,945 | | | 2023 | $268,493 | $4,400,000 | $9,440,673 | $— | $769 | $— | $14,109,935 |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| (5) These amounts represent the increases in the present value of pension benefits for Messrs. Mason and Sieg, as more fully described in the 2024 Pension Benefits Table. The amount of each named executive officer’s above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified was $0. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| (4) Deferred Stock Award associated with the replacement of forfeited equity from prior employer. See footnote 8 to the Outstanding Equity Awards at December 31, 2024 Table below for the vesting schedule applicable to these awards. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
le to these awards. | | (5) Granted in relation to the amount of the second tranche of each Transformation Bonus Program to comply with U.K. and E.U
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
regulatory guidance. | | Proposal 3: Advisory Vote to Approve Our 2024 Execut
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
e Compensation | 103 | Outstanding Equity Awards at December 31, 2024 The market values below were computed using the closing price of Citi common stock on December 31,
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
024, which was $70.39. | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Jane Fraser | 2/11/2021 | 19,797(1) | $1,393,511 | — | — | | | 2/10/2022 | — | — | 31,814(2) | $2,239,387 | | | 2/10/2022 | 105,623(3) | $7,434,803 | — | — | | | 2/16/2023 | — | — | 118,605(4) | $8,348,606 | | | 2/16/2023 | — | — | 225,915(5) | $15,902,157 | | | 2/15/2024 | — | — | 159,422(6) | $11,221,715 | | | 2/15/2024 | — | — | 227,745(7) | $16,030,971 | | Mark Mason | 2/11/2021 | 12,544(1) | $882,972 | — | — | | | 2/10/2022 | — | — | 26,175(2) | $1,842,458 | | | 2/10/2022 | 34,760(3) | $2,446,756 | — | — | | | 2/16/2023 | — | — | 57,637(4) | $4,057,068 | | | 2/16/2023 | — | — | 76,850(5) | $5,409,472 | | | 2/15/2024 | — | — | 68,742(6) | $4,838,749 | | | 2/15/2024 | — | — | 68,742(7) | $4,838,749 | | Viswas Raghavan | 7/9/2024 | — | — | 623,837(8) | $43,911,886 | | Andrew Morton | 2/13/2020 | 11,900(9) | $837,641 | — | — | | | 2/11/2021 | — | — | 38,065(10) | $2,679,395 | | | 2/10/2022 | — | — | 35,686(11) | $2,511,938 | | | 2/16/2023 | — | — | 186,428(12) | $13,122,667 | | | 2/20/2023 | — | — | 17,785(13) | $1,251,886 | | | 2/15/2024 | — | — | 112,209(14) | $7,898,392 | | | 2/15/2024 | — | — | 68,725(15) | $4,837,553 | | Andy Sieg | 10/5/2023 | — | — | 237,143(16) | $16,692,496 | | | 2/15/2024 | — | — | 61,351(6) | $4,318,497 | | | 2/15/2024 | — | — |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
,351(7) | $4,318,497 | | (1) This Deferred Stock Award vested in four equal annual installments beginni
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
on January 20, 2022. | | (2) This Deferred Stock Award vests in four equal annual installments beginn
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
g on January 20, 2023. | | (3) These are the PSUs awarded in 2022 and discussed on page 88. This PSU award vests in three equal annual installments beginning on January 20, 2023, subject to performance conditions based on RoTCE and TBVPS. The value of earned PSUs is delivered in full after the end of the three-year performance period. Based on attainment of the performance metrics of the award, 66.4% of the target number of units was delivered to each executive. The performance period for the award ended on December 31, 2024. The table presents the award values at December 31, 2024 and reali
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
d values of the awards. | | (4) This Deferred Stock Award vests in four equal annual installments begi
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
ing on January 20, 2024. | | (5) This PSU award vests in three equal annual installments beginning on January 20, 2024, subject to performance conditions based on RoTCE and TBVPS. The value of earned PSUs is delivered in full after the end of the three-year performance period. The table includes the entire value of PSUs assuming that 100% of target for both performance metrics is achieved and the Citi common stock price at December 31, 2024 remains unchanged through the end of the
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
rformance period in 2025. | | (6) This Deferred Stock Award vests in four equal annual installments be
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
nning on January 20, 2025. | | (7) This PSU award cliff vests on January 20, 2027, subject to performance conditions based on RoTCE and TBVPS. The value of earned PSUs is delivered in full after the end of the three-year performance period. The table includes the entire value of PSUs assuming that 100% of target for both performance metrics is achieved and the Citi common stock price at December 31, 2024 remains unchanged through the end of th
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
performance period in 2026. | | 104 | Proposal 3: Advisory Vote to Approve Ou
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
2024 Executive Compensation | | (8) This Deferred Stock Award associated with the replacement of forfeited equity from prior employer vests in annual installments as follows: 28.61% on January 20, 2026, 23.11% on January 20, 2027, 19.77% on January 20, 2028, 15.19% on January 20, 2029, 9.01% on January 20, 2030
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
d 4.31% on January 20, 2031. | | (9) This Deferred Stock Award vested in five equal annual installments beginning on February 20, 2021, subject to a six-month holdback
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
riod after each vesting date. | | (10) This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2022, subject to a six-month holdback
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
eriod after each vesting date. | | (11) This Deferred Stock Award vests in four equal annual installments beginning on February 20, 2023, subject to a twelve-month holdbac
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
period after each vesting date. | | (12) This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2024, subject to a six-month holdba
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
period after each vesting date. | | (13) Deferred stock granted pursuant to the Transformation Bonus Program for U.K. participants and vests in five equal annual installments beginning on February 20, 2024, subject to a six-month holdb
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
k period after each vesting date. | | (14) This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2025, subject to a six-month hold
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
ck period after each vesting date. | | (15) This PSU award vests 60% on February 20, 2027 and 20% on February 20, 2028 and February 20, 2029 subject to performance conditions based on RoTCE and TBVPS. The value of earned PSUs is delivered after each vesting date. The table includes the entire value of PSUs assuming that 100% of target for both performance metrics is achieved and the Citi common stock price at December 31, 2024 remains unchanged through the e
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
of the performance period in 2026. | | (16) This Deferred Stock Award associated with the replacement of forfeited equity from prior employer vests in five ins
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
llments beginning Fe
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
uary 20, 2025. | Stock Vested in 2024 | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Jane Fraser | 165,835 | $8,594,272 | | Mark Mason | 104,625 | $5,422,248 | | Viswas Raghavan | — | — | | Andrew Morton | 134,
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
8 | $7,339,495 | | Andy Sieg | — | — | | (1) The values in the Stock Awards columns reflect, for each named executive officer, the number of shares underlying Deferred Stock Awards and earned Performance Share Units that were settled in 2024, and the value of cash and shares delivered, before
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
x withholding, in settlement thereof. | | Proposal 3: Advisory Vote to Approv
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Our 2024 Executive Co
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
ensation | 105 | 2024 Pension Benefits | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Jane Fraser | N/A | N/A | N/A | N/A | | Mark Mason | The Citigroup Pension Plan | 6.0 | $55,634 | — | | Viswas Raghavan | N/A | N/A | N/A | N/A | | Andrew Morton | N/A | N/A | N/A | N/A | | Andy Sieg(2) | The Cit
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
roup Pension Plan | 2.0 | $20,137 | — | | (1) The mortality table, plan discount rate, interest crediting rate, and payment form assumptions used in determining the present value of The Citigroup Pension Plan benefits are the same as the year-end 2024 assumptions used to prepare Note 8 to the Consolidated Financial Statements of Citigroup Inc. and its subsidiaries, as filed with the SEC on Form 10-K for 2024. Benefits in the 2024 Pension Benefits Table have been calculated using a normal retire
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
nt age of 65, as defined in the plans. | | (2) Mr. Sieg was previously empl
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
ed by Citigroup from 2005 through 2009. | Citi’s policy is that executives should accrue retirement benefits on the same basis generally available to Citi employees under Citi’s broad-based, tax-qualified retirement plans. Citi has not granted extra years of credited service under any retirement plan to any of the NEOs. Ms. Fraser and Messrs. Raghavan and Morton have never been eligible to participate in a defined benefit pension plan under the terms of Citi’s broad-based retirement programs in effect in their employment countries; they have participated only in defined contribution retirement plans since the commencement of their employment at Citi. The following describes the pension plans listed in the 2024 Pension Benefits Table. The Citigroup Pension Plan. The purpose of this broad-based, tax-qualified retirement plan is to provide retirement income on a tax-deferred basis to all eligible U.S. employees. Effective December 31, 2006, The Citigroup Pension Plan was closed to new members and generally ceased benefit accruals effective December 31, 2007. Mr. Mason and Mr. Sieg are eligible for benefits under this plan. Their entire benefits are cash balance benefits. The Citigroup Pension Plan cash balance benefit is expressed as a hypothetical account balance. Prior to January 1, 2008, the plan generally provided for the annual accrual of benefit credits for most of the covered population, including the covered NEOs, at a rate between 1.5% and 6% of eligible compensation; the benefit credit rate increased with age and service. Eligible compensation generally included base salary and incentive awards, but excluded compensation payable after termination of employment, certain non-recurring payments, and other benefits. Annual eligible compensation was limited by the Internal Revenue Code to $225,000 for 2007 (the final year of cash balance benefit accrual). Interest credits continue to be applied annually to each participant’s account balance; these credits are based on the yield on 30-year Treasury bonds (as published by the Internal Revenue Service). Benefits under The Citigroup Pension Plan are payable in annuity form or in other optional forms, including a lump sum, upon termination of employment. The Citigroup Pension Plan’s normal retirement age is 65. The portion of an eligible participant’s benefit determined under the Citibank Retirement Plan formula may be paid upon early retirement, which is defined for this purpose as the first day of the month after the later of the participant’s 55th birthday or the date on which the participant completes
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
year of service (as defined in the plan). | 106 | Proposal 3: Advisory Vote t
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
Approve Our 2024 Executive Compensation | Payments upon Termination or Change of Control General Policies. Citi does not provide guaranteed executive severance or change of control agreements. Potential Payments Table. Set forth below is a table showing the estimated value of outstanding awards that would have been delivered over time to each named executive officer employed by Citi on December 31, 2024, had the applicable employment termination or other event occurred on December 31, 2024 and assuming that all award vesting and performance conditions are satisfied. Unless the awards are forfeited, the awards shown in the Potential Payments Table vest on schedule following termination of employment and do not accelerate by their terms except in the case of death. The closing price of Citi’s common stock on December 31, 2024 ($70.39) was used in developing the estim
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
es shown in the Potential Payments Table. | Name | Change of Control of Citigroup | Termination for Gross Misconduct | Involuntary Termination not for Gross Misconduct | Voluntary Resignation or Retirement | Disability or Death | | Jane Fraser | | | | | | | Deferred Stock Awards | — | — | $23,203,219 | $23,203,219 | $23,203,219 | | Performance Share Units(1) | — | — | $39,367,931 | $39,367,931 | $39,367,931 | | Deferred Cash Awards | — | — | — | — | — | | Mark Mason | | | | | | | Deferred Stock Awards | — | — | $11,621,247 | $11,621,247 | $11,621,247 | | Performance Share Units(1) | — | — | $12,694,977 | $12,694,977 | $12,694,977 | | Deferred Cash Awards | — | — | — | — | — | | Viswas Raghavan | | | | | | | Deferred Stock Awards | — | — | $43,911,886 | — | $43,911,886 | | Performance Share Units | — | — | — | — | — | | Deferred Cash Awards(2) | — | — | $12,870,175 | — | $12,870,175 | | Andrew Morton | | | | | | | Deferred Stock Awards | — | — | $28,301,919 | $28,301,919 | $28,301,919 | | Performance Share Units(1) | — | — | $4,837,553 | $4,837,553 | $4,837,553 | | Deferred Cash Awards(3) | — | — | $4,870,981 | $4,870,981 | $4,870,981 | | Andy Sieg | | | | | | | Deferred Stock Awards | — | — | $21,010,993 | $4,318,497 | $21,010,993 | | Performance Share Units(1) | — | — | $4,318,497 | $4,318,497 | $4,318,497 | |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| (1) The Potential Payments Table includes (a) the value of the Performance Share Units granted in February 2022 assuming that the Citi common stock price at December 31, 2024 remained unchanged through the final vesting date; and (b) the value of the Performance Share Units granted in February 2023 and February 2024 assuming that Performance Share Units are earned at 100% of target levels and that the Citi common stock price at December 31, 2024 remains unchanged through the final vesting date, as applicable. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| | Summary Compensation Table Total(1) | | Compensation Actually Paid(2) | | Average | | Value of Initial Fixed $100 Investment on 12/31/19 as of last day of each year indicated: | | | | | Year | Jane Fraser | Mike Corbat | Jane Fraser | Mike Corbat | Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Citi Total Stockholder Return | S&P Financial Index Total Stockholder Return | Net Income ($B) | RoTCE | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 31,127,500 | N/A | 36,936,338 | N/A | 26,234,323 | 29,815,600 | $106.76 | $173.90 | 12.7 | 7.0% | | 2023 | 25,458,313 | N/A | 20,716,290 | N/A | 19,485,360 | 19,433,470 | $75.19 | $133.20 | 9.2 | 4.9% | | 2022 | 22,064,065 | N/A | 15,950,982 | N/A | 15,608,729 | 14,236,325 | $63.22 | $118.77 | 14.8 | 8.9% | | 2021 | 20,541,324 | 14,054,614 | 22,536,411 | 19,942,191 | 13,359,184 | 13,181,334 | $81.16 | $132.75 | 22.0 | 13.4% | | 2020 | N/A | 22,984,090 | N/A | (2,054,816) | 14,006,358 | 10,647,262 | $80.36 | $98.31 | 11.0 | 6.6% |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| · | “Compensation actually paid”, as defined by the SEC’s disclosure rules, is linked to changes in our Net Income and RoTCE by virtue of the relationship between those metrics and the value of shares of Citi common stock. However, the “compensation actually paid” in the table above does not reflect the full extent of the alignment between the compensation we actually paid and our TSR, because changes in the value of vested (but unpaid) Deferred Stock Awards are not reflected in “compensation actually paid”. PSUs, for purposes of the table above, do reflect such alignment, as the compensation actually paid for PSUs do fluctuate based on the value of Citi common stock. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| · | Changes in the “compensation actually paid” to each executive is most impacted by the historical composition of their compensation packages - specifically, in the percentage of compensation in the form of PSUs granted to each executive. PSUs are granted to our EMT, including for 2023 and 2024 to EMT members residing in the U.K. One of our five 2024 NEOs was not granted PSUs in 2024 as he was hired after the PSUs were granted in 2024. |
Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation
| · | The SEC rules for identifying the median-paid employee and calculating the CEO pay ratio allow companies to apply various methodologies and assumptions and, as a result, the CEO pay ratio reported by Citi may not be comparable to the CEO pay ratio reported by other companies. |
Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan
| (1) Simple overhang is the sum of outstanding equity awards and shares available for grant stated as a percentage of common shares outstanding. |
Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan
| (2) Fully diluted overhang is the sum of outstanding equity awards and shares available for grant stated as a percentage of fully diluted common shares (i.e., common shares outstanding plus outstanding equity awards and shares available for grant under the stock incentive plans). |
Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan
| · | A limit on total annual compensation for Directors. The maximum number of shares subject to awards to an individual Director in a calendar year, taken together with any cash fees paid during the calendar year to the Director for services as a member of the Board of Directors may not exceed $1 million in value, except where the Board of Directors approves a higher limit for a non-executive Board chair. |

DEF 14A of Citigroup Inc

Citi’s Board of Directors Nominees

Citi’s Board of Directors Nominees

Conclusion

Transformation Bonus Program

Performance Share Units

Performance Share Units

Performance Share Units

Performance Share Units

Performance Share Units

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation