DEF 14A of Citigroup Inc

Filed Apr 2, 2026 · FY20250001206774-26-000185

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 | 53 | 2025 | Former Head of Legacy Franchises, Citigroup Inc. Board: Datadog, Inc. | | | | | ● | ● | | Ellen M. Costello | 71 | 2016 | Chair, Citibank, N.A. | ● | | ● | | ● | ● | | Grace E. Dailey | 65 | 2019 | Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency | ● | | | | ● | | | John C. Dugan | 70 | 2017 | Lead Independent Director, Citigroup Inc. | ● | | ● | ● | ● | | | Jane Fraser | 58 | 2020 | Chair and Chief Executive Officer, Citigroup Inc. | | | ● | | | | | Duncan P. Hennes | 69 | 2013 | Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd. | ● | ● | ● | | ● | | | Peter B. Henry | 56 | 2015 | Stanford University: Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies Boards: Nike, Inc. and Analog Devices, Inc. | | ● | | ● | | | | Renée J. James | 61 | 2016 | Founder and CEO, Rule42 Board: Portland General Electric Co. | ● | ● | ● | | | ● | | Jonathan P. Moulds | 60 | 2025 | Chair, Citigroup Global Markets Limited (CGML) | | | | | ● | | | Gary M. Reiner | 71 | 2013 | Former Operating Partner, General Atlantic LLC Board: Hewlett Packard Enterprise Company | | ● | | ● | | ● | | Diana L. Taylor | 71 | 2009 | Former Superintendent of Banks, State of New York Board: Brookfield Corporation | | ● | ● | ● | | ● | | James S. Turley | 70 | 2013 | Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc. | ● | | ● | | ● | | | Casper W. von Koskull | 65 | 2023 | Former President and Group Chief Executive Officer, Nordea Bank Abp | | ● | | ● | ● | |
Financial Performance
While the absolute achievements listed above are suggestive of strong performance, the Compensation Committee also considered progress in performance relative to industry peers, including both Citi’s full compensation peer group identified on page 92 and the narrower peer group consisting of U.S.-based global banks with lines of business and scale similar to ours. Most notable in this regard was Citi’s 2025 stock price performance, which led all industry peers by a significant margin and was 14 percentage points above the next-best performing peer. Citi’s 2025 TSR exceeded the performance of the S&P Financial Index benchmark referenced in our Pay for Performance table on page 105, by approximately 55.5 percentage points. The Compensation Committee also noted that the recent ratio of Citi’s stock price to reported earnings is above industry benchmarks, suggesting a market expectation of continued relative outperformance.
2025 Annual Incentive Compensation Components
2025 Annual Incentive Compensation Components Similar to 2024, Ms. Fraser’s annual incentive compensation for 2025 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 2026. 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 annual incentive compensation was equity-based, and 59% of that equity-based compensation was delivered in the form of PSUs to align Ms. Fraser’s compensation with the creation of long-term stockholder value and the core metrics that drive it. CEO Special Award On October 22, 2025, the Compensation Committee awarded Ms. Fraser a one-time equity award consisting of restricted stock units (RSUs) with an approved value of $25 million and 1.055 million Citigroup stock options(1) with an approved value of $35 million. The Compensation Committee presented the proposal to Citi’s entire Board, excluding Ms. Fraser, and it was unanimously supported. The Special Award was principally made, designed and timed (1) to recognize Ms. Fraser’s performance since she was appointed CEO in 2021, (2) for retention purposes, (3) for competitive reasons, in light of similar actions taken by most of Citi’s core peers over the last few years and (4) to incentivize Ms. Fraser’s continued focus on Citi’s strategy and performance. The Compensation Committee believes that the compensation opportunity presented by the Special Award was warranted based on Ms. Fraser’s performance over the past five years and provides an important and strong retention incentive that is consistent with incentive and retention compensation trends for CEOs of peer companies. It is important to note that the Special Award represents an opportunity for Ms. Fraser to earn additional compensation in the future and is not a payment of additional compensation today or a guarantee that additional compensation will be delivered in the future. The value realized through the Special Award depends on Citi’s TSR in the future and Ms. Fraser’s continued employment through the vesting period.
Our Journey
| ● | In 2020, the year prior to Ms. Fraser’s being appointed to the CEO role, Citi’s one-year and three-year annualized TSR against its identified peer group was 12th and 10th out of 14, respectively. For 2025, it was 1st out of 14 for both the one-year and three-year periods. |
Our Journey
| Ø | We have been investing in our Markets business, where we maintain our dominance in Fixed Income and continue filling product capability gaps, improving capacity, reducing latency and increasing resiliency. These actions supported 11% revenue growth in 2025, in particular areas such as Prime Brokerage, which grew by 50%. We are also investing in AI and technology to drive new capabilities in FX, Equities, Spread Products and Rates. |
Size of the Special Award and Compensation Trends Among Peers
Size of the Special Award and Compensation Trends Among Peers To effectively compete for talent and align compensation with performance, Citi considers peer compensation decisions and performance achievements in its compensation philosophy and decisions. As described above, the Special Award consists of RSUs with an approved value of $25 million and 1.055 million Citigroup stock options(2) with an approved value of $35 million, for a total approved value of $60 million.
Structure of the Special Award
| ● | The RSUs will vest and the options will become exercisable on a pro-rata basis on the third, fourth and fifth anniversaries of the grant date, subject to Ms. Fraser’s continued employment with Citi through the applicable vesting date. This five-year backloaded vesting schedule was chosen because of the retention incentive it provides. |
Structure of the Special Award
| ● | Competitive considerations played an important part in the Compensation Committee’s decision regarding the design of the Special Award. Peers used a range of designs for their recent one-time awards, from all stock options or other performance-based awards to all time-vested awards. The Compensation Committee determined that a combination of RSUs and stock options, weighted in value towards options, provided the best combination of retention and motivation incentives to Ms. Fraser. The Compensation Committee believes that this combination is highly aligned with shareholder interests, and is clear and transparent insofar as performance is measured by Citi’s TSR, without incentivizing inappropriate risk-taking. |
Conclusion
Conclusion Under Ms. Fraser’s leadership, Citi has forged a strong strategic direction and achieved significant financial and operational results, including progress on enhancing safety and soundness. She has also streamlined Citi's business model, successfully attracted and retained key talent and nimbly navigated complex and rapidly evolving global regulatory and geopolitical environments. The Compensation Committee, with the full support of the Board’s non-management members regarding the Special Award, believes Ms. Fraser’s 2025 pay reflects her extraordinary performance, aligns with market benchmarks and provides timely incentives, all of which ultimately benefit Citi stockholders. A deviation from its approach would jeopardize Citi’s competitive standing. Performance Share Units As described on page 89, the Compensation Committee determined that 51.2% of the target number of shares subject to PSUs granted as part of our 2022 incentive compensation awards were earned for the three-year performance period from 2023 through 2025. The resulting payout value was equal to 126% of initial value, including the impact of both financial performance and TSR during the performance period. Our PSU target goals have been rigorous. The average portion of PSUs earned based on performance relative to target goals set by the Compensation Committee has been approximately 68% for the 11-year life of the program to date and approximately 72% for the past three years. For awards granted in 2026 related to 2025 incentive compensation, our PSU program continued to include two performance metrics – RoTCE and TBVPS – that are operational metrics used by investors to assess our performance. We disclose the target goals for the metrics at the start of the performance period to enable stockholders to assess the rigor of our goals. Targets for 2026 PSU awards are described on pages 87 to 88. Human Capital Resources and Management On December 31, 2025, Citi had approximately 226,000 full-time employees, compared to approximately 229,000 on December 31, 2024. Citi has employees in over 90 countries, across all of its segments. Approximately 31% are based in the U.S. Attracting and retaining highly qualified and motivated employees is a strategic priority. Citi seeks to enhance the competitive strength of its workforce through:
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 2026 Annual Meeting. Each of the Directors was last elected at the 2025 Annual Meeting, except for Jonathan P. Moulds, whom the Board elected on June 16, 2025. Mr. Moulds 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 2027 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 2025, 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 longer tenured, 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; | | • | 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; | | • | 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; | | • | Whether the candidate has the financial expertise required to provide effective oversight of a diversified financial services business that operates on a global scale; | | • | 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
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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; | | • | 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 | | • | 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 31 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 2026 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
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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 serving clients within the United States and more than 180 markets 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. |
Proposal 1: Election of Directors
| | 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. | | | Citi is a global leader providing financial services through the following business lines: (1) Services, (2) Markets, (3) Banking, (4) Wealth, and (5) U.S. Consumer Cards. 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. |
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
| | As of December 31, 2025, Citi employs approximately 226,000 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. | | | 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. |
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
| | Sustainability matters are important 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 efforts to stockholders, clients and other stakeholders. Citi’s Board must include members with experience in the areas of climate-related issues and sustainable 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 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 maintain efficient operations and 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 technology-centric 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. |
Director’s Qualifications and Skills Chart
Director’s Qualifications and Skills Chart
Director’s Qualifications and Skills Chart
| Board Member | Compensation | Corporate Governance | Financial Reporting | Financial Services | Human Capital Management | International Business or Economics | Legal, Regulatory and Compliance | Risk Management | Sustainability | Technology: AI, Cybersecurity and Data Management | | Cole | ● | | | ● | ● | ● | ● | ● | | ● | | Costello | | ● | ● | ● | | | ● | ● | | ● | | Dailey | | | ● | ● | ● | | ● | ● | | | | Dugan | ● | ● | ● | ● | | | ● | ● | ● | | | Fraser | | | ● | ● | ● | ● | ● | ● | ● | | | Hennes | ● | | | ● | ● | | ● | ● | | | | Henry | ● | ● | | | ● | ● | | | ● | | | James | ● | ● | ● | | ● | | | ● | | ● | | Moulds | | | ● | ● | | ● | ● | ● | | | | Reiner | ● | ● | | ● | ● | ● | | | | ● | | Taylor | ● | ● | | ● | | | ● | | ● | | | Turley | ● | ● | ● | | ● | ● | ● | ● | | | | von Koskull | ● | | | ● | | ● | ● | ● | ● | |
Director’s Qualifications and Skills Chart
l Primary Qualification
Director’s Qualifications and Skills Chart
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Director’s Qualifications and Skills Chart
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.
Director’s Qualifications and Skills Chart
| Board Recommendation The Board of Directors recommends that you vote FOR each of the following nominees. | |
Director’s Qualifications and Skills Chart
| 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: 53 | | | | Director of Citigroup since 2025 Director of Citibank, N.A. since 2025 Other Public Company Directorships: Datadog, Inc. Previous Directorships within the past five years: None Other Activities: The Sickle Cell Hope Alive Foundation (Executive Director), CARE USA (Board Trustee), the Council on Foreign Relations (Member), and the Executive Leadership Council (Member) | | | | | | Financial Services | | | | Human Capital Management | | | | Risk Management | | | | Technology: AI, Cybersecurity and Data Management |
Director’s Qualifications and Skills Chart
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Director’s Qualifications and Skills Chart
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Chair Citibank, N.A. ● Chair, Citibank, N.A. – 2025 to Present ● 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 who has been nominated to serve on the Board because of her extensive skills and knowledge in the areas of Financial Services, Risk Management, Financial Reporting, Operations and Technology, and Regulatory and Compliance. 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: 71 | | | | Director of Citigroup since 2016 Director of Citibank, N.A. since 2024 Other Public Company Directorships: None Previous Directorships within the past five years: Diebold Nixdorf, Inc. Other Activities: None | | | | | Primary Qualifications | | | | | Financial Reporting | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Director’s Qualifications and Skills Chart
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Director’s Qualifications and Skills Chart
| 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: 65 | | | | Director of Citigroup since 2019 Director of Citibank, N.A. since 2020 Other Public Company Directorships: None Previous Directorships within the past five years: None Other Activities: None | | | | | | Financial Reporting | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
Director’s Qualifications and Skills Chart
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Director’s Qualifications and Skills Chart
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Lead Independent Director Citigroup Inc. ● Lead Independent Director, Citigroup Inc. – October 2025 to Present ● Chair, Citigroup Inc. – January 2019 to October 2025 ● 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: 70 | | | | Director of Citigroup since 2017 Other Public Company Directorships: None Previous Directorships within the past five years: None Other Activities: University of Michigan, “Michigan in Washington” program (Advisory Board) | | | | | | Corporate Governance | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
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| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Chair and Chief Executive Officer Citigroup Inc. ● Chair, Citigroup Inc. – October 22, 2025 to Present ● 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 from her role 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 Fraser Age: 58 | | | | Director of Citigroup since 2020 Director of Citibank, N.A. since 2020 Other Public Company Directorships: None Previous Directorships within the past five years: None Other Activities: Financial Services Forum (Chair), U.S. - Saudi Business Council (Co-Chair), Council on Foreign Relations (Board Member), Harvard Business School - Board of Dean’s Advisors (Board Member), Stanford Advisory Board (Board Member), Business Roundtable (Board Member), and the Partnership for New York City (Board Member) | | | | | | Financial Services | | | | Human Capital Management | | | | International Business or Economics | | | | Risk Management |
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| 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 Citi’s 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: 69 | | | | Director of Citigroup since 2013 Director of Citibank, N.A. since 2013 Other Public Company Directorships: RenaissanceRe Holdings Ltd. Previous Directorships within the past five years: None Other Activities: None | | | | | | Compensation | | | | Financial Services | | | | Legal, Regulatory and Compliance | | | | Risk Management |
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| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Stanford University: 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 – 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, Risk Management, Human Capital Management, Sustainability, and Corporate Governance. As a renowned international economist, he shares important perspectives with the Board on emerging markets, which are important to 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: 56 | | | | Director of Citigroup since 2015 Other Public Company Directorships: Nike, Inc. and Analog Devices, Inc. Previous Directorships within the past five years: None Other Activities: National Bureau of Economic Research (Chair), Protiviti (Advisory Board), Biospring Partners (Advisory Board), Makena Capital (Advisory Board), and Two Bridges Football Club (Board) | | | | | | Corporate Governance | | | | Human Capital Management | | | | International Business or Economics | | | | Sustainability |
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| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Founder and CEO, Rule42 ● Founder and CEO, Rule42 – 2025 to Present ● Founder, Former Chair and CEO, Ampere Computing – 2017 to 2025 ● 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 and currently serves as the Founder and CEO of Rule42, a sports technology and investment group. An accomplished operational executive, Ms. James has been nominated to serve on the Board because of her expertise in the areas of Technology, AI, 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 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: 61 | | | | Director of Citigroup since 2016 Other Public Company Directorships: Portland General Electric Co. Previous Directorships within the past five years: Oracle Corporation 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: AI, Cybersecurity and Data Management |
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| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Chair, Citigroup Global Markets Limited (CGML) ● Chair, Citigroup Global Markets Limited (CGML), Citi’s International Broker Dealer – 2020 to Present ● Chair, Financial Markets Standards Board – 2023 to Present ● Senior Independent Director & Risk Committee Chair, IG Group Ltd – 2020 to Present ● Board Chair, IG Group Ltd – 2019 to 2020 ● Group Chief Operating Officer, Barclays PLC – 2014 to 2016 ● CEO, Merrill Lynch International and EMEA Head – 2009 to 2013 ● Various Roles, Bank of America Merrill Lynch – 1995 to 2013, including as Head of International 2005 to 2009 ● Chair, International Swaps and Derivatives Association – 2004 to 2008 Skills and Qualifications Jonathan Moulds is an experienced financial services executive who has been nominated to serve on the Board because of his extensive leadership experience within the financial services industry. His distinguished tenure as Chief Operating Officer at Barclays PLC, and leadership roles as Chair of both the Financial Markets Standards Board and the International Swaps and Derivatives Association, highlight his significant contributions to innovation, financial advancement, and operational efficiency. He brings comprehensive expertise in derivatives and other financial services products, developed through strategic initiatives he led throughout his career. Given Citi’s strategic focus on innovation in financial services products and its global presence, Mr. Moulds is exceptionally well positioned to provide critical strategic guidance. His unique perspective is instrumental in evaluating Citi’s overseas strategies for serving clients worldwide and overseeing international financial services markets. Furthermore, his background as an executive in a regulated industry provides invaluable guidance in navigating both financial and international regulatory engagement. Primary Qualifications | | | Jonathan P. Moulds Age: 60 | | | | Director of Citigroup since 2025 Other Public Company Directorships: None Previous Directorships within the past five years: None Other Activities: Financial Markets Standards Board (Chair), IG Group Ltd (Senior Independent Director), IG North America (Director), Litigation Capital Management (Chair), London Symphony Orchestra Ltd (Trustee), Benedetti Foundation (Trustee), and J & A Beare Cultural Trust (Trustee) | | | | | | Financial Services | | | | International Business or Economics | | | | Legal, Regulatory and Compliance | | | | Risk Management |
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| 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, AI, Cybersecurity and Data Management, Financial Services, 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: 71 | | | | Director of Citigroup since 2013 Other Public Company Directorships: Hewlett Packard Enterprise Company Previous Directorships within the past five years: None Other Activities: None | | | | | | Compensation | | | | Corporate Governance | | | | International Business or Economics | | | | Technology: AI, Cybersecurity and Data Management |
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Director’s Qualifications and Skills Chart
| 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: 71 | | | | Director of Citigroup since 2009 Director of Citibank, N.A. since 2020 Other Public Company Directorships: Brookfield Corporation Previous Directorships within the past five years: None 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), New York City Ballet (Board Chair), and Wilmers Integrity Prize (Board of Trustees) | | | | | | Compensation | | | | Corporate Governance | | | | Legal, Regulatory and Compliance | | | | Sustainability |
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| 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, 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: 70 | | | | 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 past 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 |
Director’s Qualifications and Skills Chart
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Director’s Qualifications and Skills Chart
| Name and Age at Record Date | Position, Principal Occupation, Business Experience and Directorships | | | | Former President and Group Chief Executive Officer, Nordea Bank Abp ● 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 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 has returned 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 is beneficial to Citi as the knowledge and experience he has gained strengthens 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: 65 | | | | Director of Citigroup since 2023 Other Public Company Directorships: None Previous Directorships within the past five years: None Other Activities: European Business Leaders’ Convention (Chair) and Advancement of Finnish Securities Markets (Board Member) | | | | | | Financial Services | | | | International Business or Economics | | | | Legal, Regulatory and Compliance | | | | Sustainability |
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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.
Director’s Qualifications and Skills Chart
| 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. |
Director’s Qualifications and Skills Chart
| Fees for Service on Citi’s Board Committees, Citibank’s Board, and other Board Service |
Director’s Qualifications and Skills Chart
| | Committee Fees(1) | | Citi’s Board | Citibank’s Board(2) | TOC Lead Director | | Lead Independent | | | | | | | Director Fee: | — | — | $500,000 | — | — | | Committee Chair Fee: | $50,000 | $35,000 | | $50,000 | — | | Member Fee: | $30,000 | $15,000 | (3) | $25,000 | $20,000 | | | | | | | |
Director’s Qualifications and Skills Chart
| (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, Fraser, and Taylor and Messrs. Hennes and Turley serve on Citibank’s Board of Directors. | | (3) Please see the Director Compensation Chart on page 68 for the amount of fees paid to each Board member. |
Director’s Qualifications and Skills Chart
| ● | 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 68-69. |
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Director’s Qualifications and Skills Chart
| Former Chair / Lead Independent Director 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 the compensation for Mr. Dugan, who served as Board Chair for approximately six years until November of 2025, when he was appointed Lead Independent Director, is appropriate in light of the virtually full-time nature of his 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. In addition to his day-to-day leadership responsibilities and Board activities, 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 management and controls environment, operations, and service to clients. He also engages regularly with Citi’s regulators, meets periodically with Citi's clients and meets at least annually with Citi’s institutional investors (see Stockholder Engagement and Stockholder Feedback on page 96 of this Proxy Statement). Mr. Dugan, in his role as Lead Independent Director, will continue to perform many of the key leadership and oversight functions he did as Chair and will provide critical connectivity between Citi’s Chair and CEO and the independent directors. He will also continue to chair the Transformation Oversight Committee of the Board and maintain additional duties and responsibilities as outlined on page 35 of this Proxy Statement. The components of Mr. Dugan’s compensation include his Chair Fee of $500,000 (redesignated Lead Independent Director Fee) 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 initial appointment as Chair in 2019. While Mr. Dugan (i) actively serves as the Lead Independent Director; (ii) participates in three other Board Committees of which he is a member: Audit, Nomination, Governance and Public Affairs, and Risk Management; (iii) participates in ad hoc committees of which he is a member; and (iv) attends selected meetings of Board Committees of which he is not a member, Mr. Dugan waives all Committee Fees to which he is entitled. |
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| What We 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 Lead Independent Director, as noted above, amounts actually paid to the Lead Independent Director are substantially below the $1 million cap. |
Director’s Qualifications and Skills Chart
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Other Fees Earned or Paid in Cash ($) | Total ($) | | Titi Cole | $210,833 | $137,500 | — | $348,333 | | Ellen M. Costello | $290,000 | $150,000 | — | $440,000 | | Grace E. Dailey | $211,667 | $150,000 | — | $361,667 | | Barbara J. Desoer | $71,667 | $37,500 | — | $109,167 | | 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 | $80,000 | $75,000 | — | $155,000 | | Renée J. James | $265,000 | $150,000 | — | $415,000 | | Jonathan P. Moulds* | $73,125 | $81,250 | $532,640 | $687,015 | | Gary M. Reiner | $180,000 | $150,000 | — | $330,000 | | Diana L. Taylor | $252,500 | $150,000 | — | $402,500 | | James S. Turley | $261,667 | $150,000 | — | $411,667 | | Casper W. von Koskull* | $180,000 | $150,000 | $100,000 | $430,000 |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| | | Annual Variable Compensation | | | | Equity-Based Awards | | Name | Salary | Cash Bonus | Performance Share Units(2) | Deferred Stock | Total Compensation(3) | % of Annual Variable Compensation | | Jane Fraser | 1.5 | 6.1 | 20.3 | 14.2 | 42.0(4) | 85% | | Mark Mason | 1.0 | 8.4 | 6.3 | 6.3 | 22.0 | 60% | | Viswas Raghavan | 1.0 | 9.6 | 7.2 | 7.2 | 25.0 | 60% | | Andrew Morton | 1.0 | 9.4 | 7.1 | 7.1 | 24.6 | 60% | | Ernesto Torres Cantú | 3.0 | 5.0 | 3.7 | 3.7 | 15.5 | 60% |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| (2) Amounts paid in respect of Performance Share Units may differ from the amounts set forth in the table above based on Citi’s results during the applicable performance period, as described on pages 87 to 88. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| (4) Excludes the Special Award, which relates to long-term performance. |
Proposal 3: Advisory Vote to Approve Our 2025 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 2025 Executive Compensation
| 2025 Annual Incentive Compensation: | Key Compensation Committee Considerations • Ms. Fraser delivered record financial results for Citi. • Ms. Fraser advanced the firm’s strategic and client-focused objectives. • Ms. Fraser demonstrated exceptional leadership in a dynamic environment. • Ms. Fraser led significant progress on the firm’s transformation and risk management and controls commitments. • 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 2025 reflected upward adjustments to reflect performance in the Financial, Risk and Control, Client and Franchise, and Leadership pillars. • Total compensation: $42.0 million. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| 2025 Annual Incentive Compensation: | Key Compensation Committee Considerations • Mr. Mason’s performance in 2025 was exceptional and he made critical contributions across all pillars. This reflects both his individual impact and his leadership in advancing the firm’s strategic objectives. • Mr. Mason’s outperformance in the Risk and Control pillar and his leadership in achieving the firm’s strong financial results were foundational to a successful year. • 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 2025 reflected upward adjustments to reflect performance in the Financial, Risk and Control, Client and Franchise, and Leadership pillars. • Total compensation: $22.0 million. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| 2025 Annual Incentive Compensation: | Key Compensation Committee Considerations • Mr. Raghavan delivered exceptional performance in 2025, including strong financial results, client and franchise growth, impactful leadership, and significant progress in the risk management and controls environment. • The benchmark compensation amount used as a starting point for Mr. Raghavan’s compensation decision was the market benchmark. • Mr. Raghavan’s final total (base salary plus incentive) compensation amount for 2025 reflected upward adjustments to reflect performance in the Financial, Client and Franchise, and Leadership pillars. • Total compensation: $25.0 million. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| 2025 Annual Incentive Compensation: | Key Compensation Committee Considerations • Mr. Morton has provided outstanding performance in the Risk and Control, Financial, and Client and Franchise pillars. • Mr. Morton’s consistent leadership has positioned the Markets business for continued success. • 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 2025 reflected upward adjustments to reflect performance in the Financial, Risk and Control, and Client and Franchise pillars. • Total compensation: $24.6 million. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| 2025 Annual Incentive Compensation: | Key Compensation Committee Considerations • Mr. Torres Cantú’s performance in 2025 was distinguished by his exemplary leadership and significant outperformance in achieving key client and franchise outcomes. • Mr. Torres Cantú’s critical contributions to Citi included strong management of the risk and control environment and solid financial results. • The benchmark compensation amount used as a starting point for Torres Cantú’s compensation decision was his prior-year total compensation. • Mr. Torres Cantú’s final total (base salary plus incentive) compensation amount for 2025 reflected upward adjustments to reflect performance in the Client and Franchise and Leadership pillars. • Total compensation: $15.5 million. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
Components of Our Incentive Compensation Program Elements of Annual Compensation The total incentive compensation 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 2025 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 • Earned units are based on financial metrics over a three-year performance period (a description of the metrics for 2026 awards is included on pages 87 to 88) • Earned units are paid following a three-year performance period • Ultimate realizable value is based on performance achievement and TSR • Award capped at 100% of target if our TSR is negative over performance period • Subject to cancellation and clawbacks | Equity-linked, performance-based and cash-settled | | | Deferred Stock Awards | CEO: 35% Other NEOs: 30% | • Performance assessment and share price determine number of shares • Ultimate realizable value is based on future share price • Settled ratably over a four-year period • Subject to cancellation and clawbacks including the performance-based vesting condition described on page 93 | Equity |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
Performance Share Units Under the general structure of our annual executive compensation program, 50% of CEO variable pay and 30% of other NEO variable pay is awarded as PSUs.
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| 2026 PSU AWARD DESIGN |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
The following summarizes the terms of PSUs awarded in 2026 in respect of performance during 2025 (2025 PSUs). The performance metrics approved for the 2025 PSUs are RoTCE and TBVPS, and cover the period January 1, 2026 through December 31, 2028. The RoTCE metric is the same as used for PSUs awarded in 2025. The TBVPS grid metrics have been increased, consistent with past practice. METRIC PERFORMANCE AND RELATED EARNED PSUs
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| AWARD FEATURE | PERFORMANCE YEAR 2025 PSU DESCRIPTION | | | Performance Period | • January 1, 2026 through December 31, 2028 | | | Target Number of PSUs | • Target is derived from the portion of the 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 11, 2026 grant date ($120.356). | | | 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 2026, 2027 and 2028, in the following proportion: 20%/30%/50%. The weighting gives greater import to RoTCE performance during the medium and long terms, while creating accountability for achievement of incremental performance in the near 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 TBVPS is determined by adding the TBVPS as of December 31, 2026, 2027 and 2028. | | | 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 2025 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 2025 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 as 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 2025 Executive Compensation
| PERFORMANCE SHARE UNIT PAYOUTS |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
The chart below illustrates the components of the payout amounts for PSUs settled in 2024 through 2026, illustrating the relative impact of stock price change and operational performance metrics. 51.2% of PSUs awarded in 2023 and settled in 2026 were earned based on performance against operational financial metrics during the performance period, including positive and negative equitable adjustments for 2025 as required under the applicable award agreements for unusual and non-recurring items arising from the impacts of restructuring, separations, goodwill impairment, currency reserves in certain jurisdictions and an FDIC special assessment (net $2.153 billion increase in earnings before taxes). PSU PAYOUT – AWARDS SETTLED IN 2024–2026 Deferred Stock Awards Under the general structure of our executive compensation program, 35% of CEO variable pay and 30% of other NEO variable pay is awarded as Deferred Stock Awards.
Proposal 3: Advisory Vote to Approve Our 2025 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 11, 2026 grant date ($120.356). | | 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 93. |
Proposal 3: Advisory Vote to Approve Our 2025 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 (CART) 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 management and controls 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 – Financial, Risk and Control, 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 NEO’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 NEO’s experience and scope of role as the starting point for incentive pay. Each NEO’s performance is evaluated against the four CART 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. The Compensation Committee makes final compensation determinations.
Proposal 3: Advisory Vote to Approve Our 2025 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 2025 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 2025 Executive Compensation
Our Compensation Peer Group Our vision is for Citi 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 NEO 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. Citi’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 its global scope and depth.
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| 2025 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 2025 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 2025 Executive Compensation
MAO includes occurrences that lead to a 5% or more reduction in revenue or net income for the Company for any fiscal quarter. That provision of the MAO 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 covering various compliance issues are applicable to certain of Mr. Morton’s outstanding incentive awards. 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 an MAO or otherwise.
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| OUR INDEPENDENT COMPENSATION CONSULTANT |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | Jane Fraser CEO | 2025 | $1,500,000 | $6,075,000 | $59,570,800 | $28,600,000 | — | — | $12,000 | $95,757,800 | | | 2024 | $1,500,000 | $4,950,000 | $24,656,800 | — | — | — | $20,700 | $31,127,500 | | | 2023 | $1,500,000 | $3,675,000 | $18,701,013 | — | $1,562,500 | — | $19,800 | $25,458,313 | | Mark Mason CFO | 2025 | $1,000,000 | $8,403,640 | $10,117,325 | — | — | $2,886 | $12,000 | $19,535,851 | | | 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 | | Viswas Raghavan(8) Head of Banking | 2025 | $1,000,000 | $22,452,175 | $15,808,320 | — | — | — | $16,474 | $39,276,969 | | | 2024 | $579,235 | $8,800,000 | $39,376,634(9) | — | — | — | $384,239 | $49,140,108 | | Andrew Morton Head of Markets | 2025 | $1,000,000 | $9,420,900 | $14,748,444 | — | $1,930,197 | — | $54,038 | $27,153,579 | | | 2024 | $1,000,000 | $8,210,000 | $10,933,541 | — | $4,233,537 | — | $45,085 | $24,422,163 | | | 2023 | $7,708,719 | $1,081,628 | $11,610,885 | — | $3,895,621 | — | $292,612 | $24,589,465 | | Ernesto Torres Cantú(8) Head of International | 2025 | $3,000,000 | $4,995,000 | $11,993,163 | — | — | — | $560,772 | $20,548,935 |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| (6) These amounts represent the increases in the present value of pension benefits for Mr. Mason, as more fully described in the 2025 Pension Benefits Table. The amount of each NEO’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 2025 Executive Compensation
| (1) The Potential Payments Table assumes the values of the Performance Share Units are earned at 100% of target levels and that the Citi common stock price at December 31, 2025 remains unchanged through the final vesting date. |
Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation
| Year | Summary Compensation Table Total(1) | | Compensation Actually Paid(2) | | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment on 12/31/20 as of Last Day of Each Year Indicated: | | Net Income ($B) | RoTCE | | | | | | | | | Citi Total Stockholder Return | S&P Financial Index Total Stockholder Return | | | | | Jane Fraser | Mike Corbat | Jane Fraser | Mike Corbat | | | | | | | | 2025 | $95,757,800 | N/A | $144,786,188 | N/A | $26,628,834 | $41,205,081 | $226.34 | $203.47 | $14.3 | 7.7% | | 2024 | $31,127,500 | N/A | $36,936,338 | N/A | $26,234,323 | $29,815,600 | $132.85 | $176.89 | $12.7 | 7.0% | | 2023 | $25,458,313 | N/A | $20,716,290 | N/A | $19,485,360 | $19,433,470 | $93.57 | $135.49 | $9.2 | 4.9% | | 2022 | $22,064,065 | N/A | $15,950,982 | N/A | $15,608,729 | $14,236,325 | $78.67 | $120.81 | $14.8 | 8.9% | | 2021 | $20,541,324 | $14,054,614 | $22,536,411 | $19,942,191 | $13,359,184 | $13,181,334 | $101.00 | $135.04 | $22.0 | 13.4% |
Proposal 3: Advisory Vote to Approve Our 2025 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 2025 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 2025 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. | | (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). | | (3) Not adjusted for any future forfeitures or cancellation of awards to satisfy tax withholding requirements, which would further reduce the burn rate if taken into account. During 2023-2025, approximately 40% of share-based awards were cancelled or remitted at delivery to satisfy tax withholding requirements. | | (4) We repurchased approximately 1,458 million shares of Common Stock from the beginning of 2010 through December 31, 2025. |

DEF 14A of Citigroup Inc

Citi’s Board of Directors Nominees

Citi’s Board of Directors Nominees

Financial Performance

2025 Annual Incentive Compensation Components

Our Journey

Our Journey

Size of the Special Award and Compensation Trends Among Peers

Structure of the Special Award

Structure of the Special Award

Conclusion

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

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Director’s Qualifications and Skills Chart

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation

Proposal 3: Advisory Vote to Approve Our 2025 Executive Compensation