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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.              )

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Preliminary Proxy Statement
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Citigroup Inc.

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Citigroup Inc.
388 Greenwich Street
New York, New York 10013

March 15, 2023

Dear Stockholder:

We cordially invite you to attend Citi’s 2023 Annual Meeting, which will be held on Tuesday, April 25, 2023, at 9:00 a.m. Eastern Time. This year’s Annual Meeting will be held in a virtual format through a live webcast to facilitate stockholder attendance regardless of location and reduce the carbon footprint of Citi’s activities. Details relating to the Annual Meeting logistics are provided in this 2023 Proxy Statement and at www.virtualshareholdermeeting.com/CITI2023.

At the Annual Meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the Proxy Statement.

Thank you for your support of Citi.

Sincerely,
 
John C. Dugan
Chair of the Board


 

 

   
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2023 Board Letter to Stockholders

 

 

 

Early in 2022 at Investor Day, with the Board’s full support, Citi laid out its key strategic and Transformation goals, both to improve its financial performance over time and to position itself to weather significant challenges. This proved timely, as the remainder of 2022 did indeed present some difficult and unexpected challenges, and Citi made real progress on its key goals in ways that helped the company successfully navigate those challenges.

One such challenge, of course, was the series of events set in motion by the war in Ukraine. When the war began, Citi had the largest presence of any U.S. bank in both Ukraine and Russia. Drawing on long experience in managing country risk, the company was able to keep its operations running in Ukraine without interruption, while strongly supporting our local employees. In Russia, Citi swiftly and substantially reduced its risk exposures and losses while taking decisive action to begin winding down its operations. The Board is very proud of the agile and effective measures that management has taken in both countries.

A second key challenge was macroeconomic, as inflation became so pronounced for the first time since the 1980s that the Federal Reserve was forced to embark on a historically sharp series of interest rate hikes – a course of action that has profoundly impacted global markets and businesses, including Citi’s.

Despite these challenges, Citi made substantial progress on the Board-approved strategic goals laid out at Investor Day. First, on the goal to divest 14 non-U.S. consumer businesses, the firm announced closings of five sales of consumer businesses in 2022; another two in the first quarter of 2023; and that two more are on track to close later in 2023. In addition, the firm made substantial progress in the wind downs of its consumer business in Korea and its overall business in Russia, and announced the intent to wind down its consumer business in China. And with respect to the consumer business of Citibanamex – our largest consumer business outside the United States – Citi made significant progress in a rigorous sales process to identify a buyer or, in the alternative, to pursue an initial public offering. While there are near-term costs associated with these divestitures, their net effect will simplify Citi, significantly reduce the number of its employees, and release capital over time.

Citi also delivered in 2022 on the short-term financial goals announced at Investor Day. Due to the challenges described above, some of our businesses performed better than projected, and some worse. For example, higher interest rates significantly increased interest income and the performance of our credit card and services businesses, especially the Treasury and Trade Solutions business. Similarly, significant market volatility translated into a strong year for our markets business. On the other hand, the precipitous decline in deal activity throughout the world produced a down year for our banking business, and the decline in equity prices proved a significant headwind for parts of our Global Wealth business. Overall, our consolidated financial results for the year were solid, as the company met or exceeded nearly all short-term Investor Day targets, most notably for increased revenue; total expenses; a higher risk-based capital ratio; and well managed cost of credit. This demonstrated the strength of Citi’s diverse sources of income and management’s ability to navigate the business through periods of real uncertainty.

While meeting short-term financial goals is important, the Board recognizes that there remains a significant gap between the performance of Citi and many of its large bank competitors. We are also keenly aware of and disappointed in Citi’s performance as measured by the key metric of Total Shareholder Return. But the whole point of the refreshed strategy announced at Investor Day is to change the dynamic that has produced these outcomes: to simplify, divest, adjust the business mix, and transform our risk management and control environment. Most of these actions increase expenses in the near term, but they should reduce expenses and increase revenues in both the mid- and longer term, which in turn will increase Citi’s critically important Return on Tangible Common Equity – and that, we believe, is the clearest path to increasing Total Shareholder Return. Management achieved the short-term goals of the first year of the Investor Day strategy; now it must continue to execute to achieve the goals in 2023 and beyond.

Turning to the transformation of Citi’s risk and control environment, the end of 2022 marked the end of the Transformation’s first, foundational phase. Here also there was progress. With respect to the Consent Orders entered into with the Federal Reserve and the Office of the Comptroller of the Currency that are directly related to the Transformation, the Board determined that Citi prepared remediation plans that were responsive to the company’s objectives. In addition, in terms of execution, management performed above 90% relative to targets on each metric

Citi 2023 Proxy Statement

 

   
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category for Phase I. Among the key tangible outcomes are: new stress testing capabilities that enable faster, better informed risk decisions, which proved extremely useful in addressing the potential consequences from the war in Ukraine; significantly improved standardization of our reporting ledgers; a greatly streamlined approval process for new products; and establishment of comprehensive new governance and prioritization processes for improving Citi’s data quality.

Notwithstanding this progress, the Board recognizes that Phase 1 was just that: the earliest, foundational phase with a challenging list of outcomes to achieve in subsequent phases to successfully transform Citi’s risk and control environment. The Board’s Transformation Oversight Committee is focusing its oversight, in Phase 2 and beyond, on management’s execution resulting in measurable and tangible improvements in Risk Management and Controls – not just at the end of the Transformation, but during every phase along the way.

In sum, 2022 was a year in which Citi set forth a clear strategy and took concrete measures to successfully execute the near-term goals of that strategy. Your Board of Directors believes that, despite some difficult and unusual challenges, the company is on track – but with more work to do as we move forward with the refreshed strategy and the Transformation. 

Thank you for your ongoing support of Citi. Dialogue with stockholders is a fundamental feature of a well governed organization, and we will continue to make it a priority. Please write with any concerns or suggestions to: Citigroup Inc. Board of Directors, c/o Brent J. McIntosh, General Counsel and Corporate Secretary, 388 Greenwich Street, New York, NY 10013.

Ellen M. Costello Duncan P. Hennes Diana L. Taylor
Grace E. Dailey Peter B. Henry James S. Turley
Barbara J. Desoer S. Leslie Ireland Casper W. von Koskull
John C. Dugan Renée J. James  
Jane N. Fraser Gary M. Reiner  

 

www.citigroup.com

 

   
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Notice of Annual Meeting of Stockholders

 

Citigroup Inc.
388 Greenwich Street
New York, New York 10013

Dear Stockholder:

Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 25, 2023, at 9:00 a.m. Eastern Time (E.T.) through a virtual meeting platform. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the meeting. Live audio of the 2023 Annual Meeting will be webcast at www.citigroup.com. You or your proxyholder can participate, vote, ask questions, and examine the rules of the meeting at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2023 and using your 16-digit control number. Electronic entry to the meeting will begin at 8:45 a.m. E.T. and the meeting will begin promptly at 9:00 a.m. E.T. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/CITI2023.

At the meeting, stockholders will be asked to:
1. elect the directors listed in Proposal 1,
2. ratify the selection of Citi’s independent registered public accountants for 2023,
3. consider an advisory vote to approve our 2022 executive compensation,
4. approve additional shares for the Citigroup 2019 Stock Incentive Plan,
5. consider an advisory vote to approve the frequency of future advisory votes on executive compensation,
6. act on certain stockholder proposals, and
7. consider any other business properly brought before the meeting, or any adjournment or postponement thereof, by or at the direction of the Board of Directors.

Citi has utilized the Securities and Exchange Commission (SEC) rule allowing companies to furnish proxy materials to its stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 2023 Annual Meeting.

In accordance with this rule, on or about March 15, 2023, we sent to those current stockholders who were stockholders at the close of business on February 27, 2023, a notice of the 2023 Annual Meeting containing a Notice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice.

By order of the Board of Directors,

 

Brent J. McIntosh
Corporate Secretary
March 15, 2023

www.citigroup.com

 

   
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Contents

PROXY STATEMENT HIGHLIGHTS 10
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS 13
Executive Compensation and Human Capital Resources and Management Highlights 16
CORPORATE GOVERNANCE 20
Corporate Governance Materials Available on Citi’s Website 21
Annual Report 21
Corporate Governance Guidelines 21
Director Independence 23
Meetings of the Board of Directors and Committees 27
Meetings of Non-Management Directors 27
Board Leadership Structure 27
Board Diversity 28
Director Education Program 28
Board Self-Assessment Process 29
Board’s Role in Risk Oversight 29
Committees of the Board of Directors 32
Involvement in Certain Legal Proceedings 37
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation 37
Indebtedness 39
Citi’s Hedging Policies 39
Reputation Risk Committees 40
Ethics, Conduct and Culture 40
Code of Ethics for Financial Professionals 41
Ethics Hotline 42
Code of Conduct 42
Communications with the Board 42
STOCK OWNERSHIP 43
PROPOSAL 1: ELECTION OF DIRECTORS 45
Director Criteria and Nomination Process 45
Director Qualifications 46
The Nominees 50
Directors’ Compensation 63
AUDIT COMMITTEE REPORT 67
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 68
PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2022 EXECUTIVE COMPENSATION 70
Compensation Discussion and Analysis 70
The Compensation, Performance Management and Culture Committee Report 99
2022 Summary Compensation Table and Compensation Information 100
Additional Compensation Disclosures 109
PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE CITIGROUP 2019 STOCK INCENTIVE PLAN 111
PROPOSAL 5: ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY  
VOTES ON EXECUTIVE COMPENSATION 120
STOCKHOLDER PROPOSALS 121
Submission of Future Stockholder Proposals 131
Cost of Annual Meeting and Proxy Solicitation 131
Householding 131
ABOUT THE 2023 ANNUAL MEETING 132
ANNEX A 138
Additional Information Regarding Proposal 3 138
Citigroup – Quantitative Scorecard Metric Details and Reconciliations 139
ANNEX B 141
Citigroup 2019 Stock Incentive Plan 141

 

www.citigroup.com

 

   
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Proxy Statement Highlights

Voting Items

Proposal 1: Election of Directors (Pages 45-66)

The Board recommends you vote FOR each nominee

Proposal 2: Ratification of Selection of Independent Registered Public Accountants (Pages 68-69)

The Board recommends you vote FOR this proposal

Proposal 3: Advisory Vote to Approve Our 2022 Executive Compensation (Pages 70-110)

The Board recommends you vote FOR this proposal

Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan (Pages 111-119)

The Board recommends you vote FOR this proposal

Proposal 5: Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation (Page 120)

The Board recommends you vote FOR 1-Year on an advisory vote on executive compensation

Stockholder Proposals 6-9 (Pages 121-130)

The Board recommends you vote AGAINST each of the stockholder proposals

Meeting and
Voting Information

(For additional information, please see About the 2023 Annual Meeting starting on page 132.)
    Date and Time
April 25, 2023, 9:00 a.m. E.T.
     
    Record Date
February 27, 2023
     
    Voting
Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on.
     
    Admission Procedures
Please register to attend Citi’s 2023 Annual Meeting. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the virtual meeting. Go to www.virtualshareholder meeting.com/CITI2023 to attend the virtual meeting. Please remember to submit your 16-digit control number on your proxy card or voting instruction form as well as your first and last name and your email address.
 
 

 

Board and Corporate Governance Highlights

Citi’s Board of Directors

The members of the Board of Directors each have the qualifications and experience to guide Citi’s strategy and oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.

 

Independence

 

  92% of our Board members are Independent.  

Board Refreshment

 

  The average tenure of our Board members is 7 years and only one Board member has served for more than 10 years. There have been 4 new Directors elected within the past 5 years, one of whom was elected in 2023.  

Diversity 

  Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect the diversity represented by our employees, customers, stockholders, and stakeholders. Based on the voluntary self-identification of gender, race, ethnicity, and sexual orientation by our Board members, the graphs disclose the diversity of the Board.  

 

Citi 2023 Proxy Statement
 

 

   

Proxy Statement Highlights

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Citi’s Board of Directors

Name and
Primary Qualifications
Age Director
Since
Principal Occupation and Other Current
Public Company Directorships
Citi Committees
A CPC E NGP RM T

Ellen M. Costello

68 2016 Former President and CEO, BMO Financial
Corporation, and Former U.S. Country Head,
BMO Financial Group
Board: Diebold Nixdorf, Inc. (until April 27, 2023)
         i  

Grace E. Dailey

62 2019 Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency            

Barbara J. Desoer

70 2019 Chair, Citibank, N.A.
Board: DaVita Inc.
           

John C. Dugan

67 2017 Chair, Citigroup Inc.            

Jane N. Fraser

55 2020 Chief Executive Officer, Citigroup Inc.            

Duncan P. Hennes

66 2013 Co-Founder and Partner, Atrevida Partners, LLC
Board: RenaissanceRe Holdings Ltd.
       

Peter B. Henry

53 2015 Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University
Board: Nike, Inc.
       

S. Leslie Ireland

 

63 2017 Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence
Board: KnightSwan Acquisition Corp.
         

Renée J. James

 

58 2016 Founder, Chair and CEO, Ampere Computing
Board: Oracle Corporation
     

Gary M. Reiner

 

68 2013 Operating Partner, General Atlantic LLC
Board: Hewlett Packard Enterprise Company
       

Diana L. Taylor

i 

68 2009 Former Superintendent of Banks, State of New York
Board: Brookfield Asset Management
       

James S. Turley

 

67 2013 Former Chairman and CEO, Ernst & Young
Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc.
         

Casper W. von Koskull

 

62 2023 Former President and Group Chief Executive Officer, Nordea Bank Abp      

Qualifications

Compensation   Human Capital Management   committee member
  committee chair
  Consumer Business and
Financial Services
  Institutional Business A Audit
CPC Compensation, Performance Management and Culture
  Corporate Governance   International Business or Economics E Executive
Cybersecurity and
Data Management
  Legal, Regulatory and Compliance NGP Nomination, Governance and Public Affairs
RM Risk Management
  ESG   Risk Management T Technology
  Financial Reporting    

www.citigroup.com
 

 

   
12 Proxy Statement Highlights 

 

Corporate Governance Highlights

Citigroup Inc. (Citigroup, Citi, or the Company) is active in ensuring its governance practices are at the leading edge of best practices. Highlights include:

  Alignment with Stockholders   Adherence to Corporate Governance Best Practices  
 

•  The Board of Directors lowered the threshold for stockholders to call a Special Meeting from 20% to 15%

•  Citi provides Proxy Access to eligible stockholders, which gives them the right to include their own Board nominees in the Company’s proxy materials

•  Stockholders have the right to act by written consent

•  Citi has an Independent Chair; if there is no Independent Chair, the Board will appoint a Lead Independent Director

•  Majority vote standard for uncontested Director elections

•  No super-majority vote provisions in our governing instruments

 

•  The Board of Directors formed a Transformation Oversight Committee, an ad hoc committee, to provide oversight of Citi’s efforts to improve its Risk and Control environment. (Please see page 31 to review additional disclosure regarding the Transformation Oversight Committee)

•  Citi’s Compensation, Performance Management and Culture Committee has oversight of Citi’s efforts to ensure ethical behavior in Citi’s culture, business practices, and employees

•  Members of Citi’s Board of Directors and Citi’s executive officers are not permitted to hedge their Citi securities or to pledge their Citi securities as collateral for a loan; see Citi's Hedging Policies on pages 39-40

•  Citi’s Board of Directors include seven women and one racially diverse director

•  Ongoing Board refreshment, with 8 of our 13 current directors having tenures of seven years or less

•  Citi appointed a Chief Sustainability Officer in September 2019

•  In 2021, Citi announced its commitment to reach net zero greenhouse gas emissions by 2050

 

Our Investor Engagement Program*

*In the period following the 2022 Annual Meeting and prior to the issuance of the 2023 Proxy Statement, Citi engaged with investors regarding, among other topics, the following: executive compensation, human capital management (including diversity and inclusion and gender pay equity), culture, risks and controls, climate change risk and disclosures, human rights, Board refreshment and governance, and certain stockholder proposals. For information about our engagement efforts in advance of the 2023 Annual Meeting, please see pages 97-98.

 

Citi 2023 Proxy Statement
 

 

   
13

 

Environmental, Social and Governance
(ESG) Highlights

ESG Governance at Citi

The full Board reviews and provides oversight of ESG priorities, and four Board-level committees also have direct oversight responsibility for specific ESG-related activities, which are delegated based on each such committee’s responsibility and expertise as set forth in their charters. Management organizations provide strategic guidance and help drive activities, with senior-level review, on ESG topics.

Board of Directors   Senior Management & Committees
     
Members of Citi’s Board have expertise on key ESG matters, including regulatory trends, community investment, talent and diversity, and climate change. For more information on the qualifications of our Board members, please refer to the Election of Directors section on pages 45-62.  

•  Executive Management Team

•  Global ESG Council

•  Reputation Risk Committees

•  Climate and Sustainability Council

•  Climate Risk Steering Group

•  ESG Disclosure Committee

•  Chief Sustainability Officer

•  Chief Diversity, Equity and Inclusion Officer and Global Head of Talent

•  Head of Environmental and Social Risk Management

•  Head of Climate Risk

•  Head of Community
Investing and Development

       
Nomination, Governance
and Public Affairs Committee
  Risk Management
Committee
 
       
Oversees Citi’s ESG activity, including reviewing Citi’s policies and programs for environmental sustainability, climate change, human rights, supplier diversity and other ESG issues, as well as advising on engagement with external stakeholders   Reviews Citi’s risk appetite framework, including reputation risk appetite, and reviews key risk policies, including those focused on environmental, social and climate risk  
Compensation, Performance
Management and
Culture Committee
  Audit Committee    
Oversees incentive compensation structure for senior management, management’s efforts to foster and support Citi’s desired culture and promote ethical decision-making within the organization, and efforts to promote diversity and inclusion in the workplace in Citi’s hiring, retention and staff development practices   Reviews and discusses management’s evaluation of disclosure controls and procedures for Citi’s ESG metrics and related disclosures and periodically reviews management’s plans and progress in enhancing the design and operating effectiveness of such internal controls and procedures.    

Key ESG Initiatives

Sustainable Progress Strategy
Our Sustainable Progress Strategy lays out our approach to advance solutions that address climate change and transition to a low-carbon economy. The strategy is organized under three primary pillars:

Low-Carbon
Transition
    Climate Risk     Sustainable
Operations
 
Finance and facilitate low-carbon solutions and support Citi’s clients in their decarbonization and transition strategies Measure, manage and reduce the climate risk and impact of our client portfolio Reduce the environmental footprint of our facilities and strengthen our sustainability culture

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14 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS 

 

$1 Trillion Commitment to Sustainable Finance
In April 2021, we committed $1 trillion to sustainable finance by 2030. Through this commitment, we will finance and facilitate an array of climate solutions such as renewable energy, energy efficiency, sustainable transportation and circular economy and social finance solutions including affordable housing, diversity and equity, economic inclusion, food security and healthcare. As of year-end 2022, we have financed and facilitated over $345 billion in activities that contribute towards our $1 trillion commitment.

Climate Change
Citi announced its net zero greenhouse gas (GHG) emissions commitment in 2021, which targets net zero GHG emissions for our financing by 2050 as well as net zero GHG emissions for our operations by 2030. We published our initial Net Zero Plan in early 2022 in our 2021 Task Force on Climate-Related Financial Disclosures (TCFD) Report, including baseline emissions and 2030 targets for Energy and Power loan portfolios. In our subsequent 2022 TCFD Report, we published 2030 targets for four additional loan portfolios: Auto Manufacturing, Commercial Real Estate, Steel and Thermal Coal Mining. The 2022 Report also discusses the following:

•  Expanded climate activities around the firm including the expansion of capacity on our Climate Risk team and specialized banking units as well as the launching of climate training pilots for first line banking teams, Risk and Global Functions personnel.

•  Development and piloting of a tool to assess the strength of our clients’ transition plans and facilitate targeted engagement as well as a tool to understand the climate risk profiles of our individual corporate clients.

•  Citi’s participation in the Sustainable STEEL Principles (See highlight on the following page)

•  Updates to a number of climate-related metrics including: our inventory of emissions associated with operations, employee activity and our supply chain. We also include an update to our climate risk credit exposure heat map, which indicates vulnerability levels for transition and physical risks to each sector.

Workforce Diversity, Equity and Inclusion (DEI)
Our approach to workforce DEI includes broadening the representation of those working within all levels of our firm, creating a more inclusive environment and thinking of ways to widen our impact for our suppliers, clients, customers and communities we serve. Since 2018, we have disclosed our adjusted and unadjusted (or “raw”) pay gaps for both women and minorities and in the same year, we set goals to increase women leadership globally and Black leadership in the United States at the firm by the end of 2021. After meeting and exceeding these goals, Citi announced new 2025 aspirational diversity representation goals. The new goals are more global and are inclusive of additional dimensions of diversity. In 2022, we promoted one of the largest and most diverse Managing Director (MD) classes in Citi’s history – including 110 women, which is the most women promoted to MD ever. Last year, Citi also expanded the use of diverse slates in its recruiting efforts to have at least two women or minorities interviewed for all U.S.-based roles and at least two women interviewed for global roles at the AVP to MD levels. To retain and develop our talent, we support internal mobility by investing in career development programs, mentorship, networking, rotational programs and initiatives with our global employee resource groups.
Action for Racial Equity
In September 2020, building on our longstanding focus on advancing financial inclusion and economic opportunity for communities of color in the United States, Citi and the Citi Foundation announced our Action for Racial Equity initiative to help close the racial wealth gap and increase economic mobility. The effort aims to provide greater access to banking and credit in communities of color, increase investment in Black-owned businesses, expand affordable housing and homeownership among Black Americans and advance anti-racist practices in our company and the financial services industry. As part of Action for Racial Equity, Citi and the Citi Foundation have already invested more than $1 billion in strategic initiatives. For more information on the progress of our Action for Racial Equity commitments, please refer to page 80.

 

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15

ESG Highlights

Financed and facilitated
over $345 billion
in
sustainable finance,
which counted toward our
$1 trillion sustainable finance by
2030 commitment
  Released 2030 emissions
reduction targets for
our
Auto Manufacturing,
Commercial Real
Estate, Steel and
Thermal Coal Mining

loan portfolios as part of
our Net Zero Plan and
provided updates on
progress toward our
2030 Energy and Power
emissions reduction targets
  Updated our Environmental
and Social Risk
Management (ESRM)
Policy to incorporate additional
sector-specific requirements
for clients active in soy
and beef production
         
Engaged a third-party to conduct a racial
equity audit
to assess the design
and implementation of the
Action for Racial Equity initiative
  Signed onto the Sustainable STEEL Principles (SSP), the first framework for lenders to measure steel industry emissions. We have utilized the SSP Methodology to aid the scope, boundaries and target setting of this sector within
our Net Zero Plan
  Performance scorecards of members of the Executive Management Team include relevant ESG metrics
on diversity, sustainable
and net zero finance
         
Based on voluntary
self-identification by Board members, the Board is currently composed of
54% women and 8% U.S. minorities
  Set new 2025 aspirational representation goals for women globally, Black talent in North America and Brazil, Hispanic/Latino talent in the U.S. and underrepresented groups in the U.K. and set new campus recruiting goals for women and LGBTQ+ individuals globally as well as underrepresented communities in the U.K. and North America   Expanded the Citi Impact Fund to $500 million, more than tripling our initial commitment to investing in private companies helping to address societal challenges
         
Financed nearly $6 billion in U.S. affordable housing projects   Citi’s 2022 pay equity review determined that on an adjusted basis, women globally are paid on average more than 99% of what men are paid at Citi, and that there was not a statistically significant difference in adjusted compensation for U.S. minorities and non-minorities.

 

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Executive Compensation and
Human Capital Resources and
Management Highlights

Summary of 2022 Executive Compensation Decisions

This Proxy Statement provides detailed information concerning our executive compensation program and its alignment with our performance and the compensation we paid to our executive officers named in this Proxy Statement (named executive officers), beginning on page 71. The following supplements that discussion by summarizing the principal executive compensation decisions we made for 2022.

CEO Compensation

The Compensation, Performance Management and Culture Committee (Compensation Committee) set Ms. Fraser’s total compensation for 2022, her first full year as our Chief Executive Officer (CEO), at $24.5 million, consisting of a base salary of $1.5 million and an incentive award of $23 million. That determination was primarily based on its conclusion that Ms. Fraser’s leadership in furtherance of the achievement of Citi’s strategic objectives during 2022 was exemplary. In setting the amount of Ms. Fraser’s incentive award, the Committee took into account absolute and relative total returns for Citi’s shareholders for 2022 as well as an analysis of market levels of pay for CEOs of peer companies.

2022 was Ms. Fraser’s first full calendar year as our CEO. She established a clear set of priorities for Citi to increase shareholder value over time. These priorities are Citi’s Transformation, Strategic Refresh, and Improved Culture and Talent. Executing these priorities is expected to generate improved returns over the medium-term.

Notwithstanding challenging macroeconomic and geopolitical developments, under Ms. Fraser’s leadership Citi made solid progress on each of our priorities, and the Compensation Committee recognized the strategic direction that took shape during 2022. That progress included:

putting a strategic plan in place focused on five interconnected businesses designed to create long-term value for our shareholders and to simplify the firm
executing on our strategy refresh, closing the sales of consumer businesses in five markets, as well as signing agreements for the sales of businesses in four other consumer markets, making substantial progress on the wind down of consumer businesses in two other markets and announcing the wind down of our consumer business in China
bringing very strong talent into the firm and strengthening our culture of enhanced accountability, excellence, and shareholder alignment
strengthening Citi’s risk and control environment
progress on remediating the issues identified in the Consent Orders issued in 2020 by the Federal Reserve Board (FRB) and the Office of the Comptroller of the Currency (OCC) (Consent Orders) and on other outstanding regulatory issues

 

Ms. Fraser’s incentive compensation was delivered in three parts. First, 35% of total incentive compensation was delivered in the form of deferred Citi common stock awards, an increase from 20% in 2021. Second, 15% of total incentive compensation for 2022 was paid in cash at the beginning of 2023, a decrease from 30% in 2021. The changes from 2021 were designed to further align Ms. Fraser’s incentive compensation with the interests of shareholders. Third, the remainder of Ms. Fraser’s incentive compensation, 50% of total incentive compensation, was delivered in the form of Performance Share Units (PSUs).  

 

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Other Executive Compensation

Citi has since 2013 delivered a portion of incentive compensation for our Executive Management Team (EMT) in the form of PSUs. For 2022, we expanded the use of PSUs in our compensation program, so that members of our Global Operating Team also receive PSUs in addition to deferred stock and immediate cash awards where permitted by local law.

The Compensation Committee determined not to make any payments in respect of PSUs granted as part of our 2019 incentive compensation awards, on the basis that performance during the three-year performance period for those awards, from 2020 through 2022, did not meet threshold achievement levels.

To incentivize effective execution in connection with the Consent Order programs and to drive change in Citi’s risk and control environment and culture, in August 2021 the Compensation Committee approved a long-term performance-based bonus program (the Transformation Bonus Program). Following the completion of the first performance measurement period under the Transformation Bonus Program, the Compensation Committee determined that the Performance Achievement Percentage for that period would be 94%, reflecting the Compensation Committee’s assessment of performance relative to the preset targets established for that Program. While Ms. Fraser is not eligible to participate in the Transformation Bonus Program, all other members of our EMT at the time the Program was adopted, as well as approximately 250 other employees who are deemed to be critical to execution in connection with the Consent Order programs, are eligible to participate. The targets established for the first performance period included the submission by Citi to our regulators of plans to remediate the issues addressed by the Consent Orders. Citi provides both regulators on an ongoing basis information regarding its plans and progress and continues to work constructively with the regulators to reflect their feedback on remediation efforts. The Citi Board of Directors has determined that our plans are responsive to our objectives and that we continue to make progress on our execution. A discussion of the Compensation Committee’s determination is on page 91.

Human Capital Resources and Management

Attracting and retaining a highly qualified and motivated workforce is a strategic priority for Citi. Citi seeks to enhance the competitive strength of its workforce through the following efforts:

Continuously innovating the recruitment, training, compensation, promotion and engagement of colleagues
Actively seeking and listening to diverse perspectives at all levels of the organization
Optimizing transparency concerning workforce goals to promote accountability, credibility and effectiveness in achieving those goals
Providing compensation programs that are competitive in the market and aligned to strategic objectives

Workforce Size and Distribution

As of December 31, 2022, Citi employed approximately 240,000 colleagues in over 90 countries. The Company’s workforce is constantly evolving and developing, benefiting from a strong mix of internal and external hiring into new and existing positions. In 2022, Citi welcomed nearly 60,000 new colleagues in addition to the roles filled by colleagues through internal mobility. The following table shows the geographic distribution of Citi’s employee population by segment, region and gender:

  Segment or component(1)   North America   EMEA   Latin America   Asia   Total(2)   Women(3)   Men(3)   Unspecified(3)  
  Institutional Clients Group   19,162   19,635   7,569   27,882   74,248   44.1 % 55.9 % 0.03 %
  Personal Banking and Wealth Management   39,952   2,227   452   14,084   56,715   56.8   43.2   0.02  
  Legacy Franchises   58   21   35,776   14,392   50,247   55.1   44.9    
  Corporate/Other   27,690   10,894   7,281   12,828   58,693   46.8   53.2   0.02  
  Total   86,862   32,777   51,078   69,186   239,903   50.1 % 49.9 % 0.02 %

(1) Colleague distribution is based on assigned business and region, which may not reflect where the colleague physically resides.

(2) Part-time colleagues represented less than 1.5% of Citi’s global workforce.

(3) Information regarding gender is self-identified by colleagues.

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18 Executive Compensation and Human Capital Resources and Management Highlights 

 

Driving a Culture of Excellence and Accountability

Citi continues to make progress on a talent and culture transformation to drive a culture of excellence and accountability that is supported by strong risk and control management.

Citi’s new Leadership Principles of “taking ownership, delivering with pride and succeeding together” have been reinforced through a behavioral science-led campaign, Citi’s New Way, that reinforces the key working habits that support Citi’s leadership culture.

Citi’s performance management approach also emphasizes the Leadership Principles through a new four-pillar system, evaluating what colleagues deliver against financial performance, risk and control, and client and franchise goals as well as how colleagues deliver from a leadership perspective. The performance management and incentive compensation processes and associated policies and frameworks have been redesigned to enhance accountability through increased rigor and consistency, in particular for risk and controls.

The culture shift is also being supported by changes in the way Citi identifies, assesses, develops and promotes talent, particularly at the most senior levels of the organization.

Diversity, Equity and Inclusion

Citigroup’s Board is committed to ensuring that the Board and Citi’s EMT are composed of individuals whose backgrounds reflect the diversity of Citi’s employees, customers and other stakeholders. In addition, Citi has increased its efforts to diversify its workforce, including, among other things, taking actions with respect to pay equity, setting representation goals and using diverse slates in recruiting.

Pay Transparency and Pay Equity

Citi values pay transparency and has taken significant action to ensure that both managers and employees have greater clarity around Citi’s compensation philosophy. Over the past two years, Citi introduced market-based salary structures and bonus opportunity guidelines in various countries worldwide. In addition, Citi recently began posting salary ranges on all external U.S. job postings, which aligns with strategic objectives of pay equity and transparency. Citi also raised its U.S. minimum wage in 2022, the second broad-based increase in less than two years.

Citi has focused on measuring and addressing pay equity within the organization:

In 2018, Citi was the first major U.S. financial institution to publicly release the results of a pay equity review comparing its compensation of women to that of men, as well as that of U.S. minorities to U.S. non-minorities. Since 2018, Citi has continued to be transparent about pay equity, including disclosing its unadjusted or “raw” pay gap for both women and U.S. minorities. The raw pay gap measures the difference in median compensation. The existence of Citi’s raw pay gap reflects a need to increase representation of women and U.S. minorities in senior and higher-paying roles.
Citi’s 2022 pay equity review determined that on an adjusted basis, women globally are paid on average more than 99% of what men are paid at Citi, and that there was not a statistically significant difference in adjusted compensation between U.S. minorities and non-minorities.
Citi’s 2022 raw pay gap analysis showed that the median pay for women globally is 78% of the median for men, up from 74% in 2021 and 2020. The raw median pay for U.S. minorities is more than 97% of the raw median for non-minorities, which is up from just above 96% in 2021 and 94% in 2020.

Representation Goals

Citi’s management believes that a diverse workforce is key to the Company’s success in serving diverse clients and communities. In 2022, Citi announced that it exceeded its Company-wide, aspirational diversity representation goals for 2018–2021 to increase its percentages of women colleagues globally and Black talent in the U.S.

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Recognizing that this was just a starting point, Citi has set new goals for 2025. The new goals are more global, embrace more dimensions of diversity and include all levels of the Company.

Citi’s 2025 aspirational representation goals are embedded in its business strategy. Citi has goals for hiring and promoting colleagues into roles at the AVP to MD levels across the organization, as well as goals for campus hiring from colleges and universities. Having aspirational goals across all levels—from early career through senior leadership roles—will help ensure Citi not only has diverse talent in leadership roles, but will also help the Company build a diverse talent pipeline for the future.

Workforce Development

Citi’s numerous programmatic offerings aim to reinforce its culture and values, foster understanding of compliance requirements and develop competencies required to deliver excellence to its clients. Citi encourages career growth and development by offering broad and diverse opportunities to colleagues, including the following:

Citi provides a range of internal development and rotational programs to colleagues at all levels, including an extensive leadership curriculum, allowing the opportunity to build the skills needed to transition to supervisory and managerial roles. Citi’s tuition assistance program further enables colleagues in North America to pursue their educational goals.
Citi has a focus on internal talent development and aims to provide colleagues with career growth opportunities, with more than 33,000 open positions filled internally in 2022. These opportunities are particularly important as Citi focuses on providing career paths for its internal talent base as part of its efforts to increase organic growth and promotions within the organization.

Wellness and Benefits

Citi is proud to provide a wide range of benefits that support its colleagues mentally, emotionally, physically and financially and through various life stages and events. The Company is focused on providing equitable benefits that are designed to attract, engage and retain colleagues.

Citi has significantly enhanced mental well-being programs by offering free counseling sessions for colleagues and their family members and adding real-time text, video and message-based counseling in the U.S, as well as offering an online tool so that all colleagues around the globe can easily find their local Employee Assistance Programs and resources.

Citi also continues to value the importance of physical wellbeing – providing employees in several office locations and countries access to onsite medical care clinics, fitness centers, subsidized gym memberships and virtual fitness programs.

Citi continues expanding employee benefits to support colleagues and their families. In early 2020, Citi expanded its Paid Parental Leave Policy to include Citi colleagues around the world. Citi also began to offer additional leave opportunities to eligible colleagues, including the “Refresh, Recharge, Reenergize” program, whereby employees are able to take up to 12 weeks for a sabbatical to pursue a personal interest, and the “Giving Back” program, allowing employees to take up to four weeks to work with a charitable institution.

In 2022, Citi implemented a global, flexible work approach to provide colleagues with the ability to balance the demands of their home lives with the work conditions that are necessary for success. The “How We Work” approach includes a new work model for Citi, defined by three role designations for colleagues globally: Resident, Hybrid or Remote. By embracing a hybrid model of work, Citi has focused on keeping its approach consistent and aligned with its values and priorities.

For additional information about Citi’s human capital management initiatives and goals, see Citi’s 2021 ESG report available at www.citigroup.com. The 2021 ESG report and other information included elsewhere on Citi’s investor relations website are not incorporated by reference into, and do not form any part of, this Proxy Statement.

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Corporate Governance

Citi continually strives to maintain the highest standards of ethical conduct: reporting results with accuracy and transparency and maintaining full compliance with the laws, rules, and regulations that govern Citi’s businesses. Citi is active in ensuring its governance practices are at the leading edge of best practices. Below is a compilation of Citi’s Corporate Governance initiatives:

Good
Governance

●  Citi committed in 2021 to conduct a racial equity audit of its Action for Racial Equity commitments. In December 2022, Citi released the results of the audit, which assessed the design and implementation for Citi’s Action for Racial Equity;

●  Citi’s Board is committed to diversity – currently 54% of its members are women and 8% are racially diverse;

●  Citi has appointed the first female CEO of a major U.S. financial institution;

●  Citi has an Independent Chair; the By-laws provide that if Citi does not have an Independent Chair of the Board, the Board is required to elect a lead independent Director;

●  92% of Citi’s Board members are independent;

●  In 2019, Citi was the first U.S. company to disclose our unadjusted or “raw” pay gap for women and U.S. minorities, which measures median total compensation unadjusted for factors such as job function, level, and geography; and

●  Citi appointed a Chief Sustainability Officer in September 2019.

Stockholder
Rights

●  Citi’s By-laws provide that stockholders holding at least 15% of the outstanding common stock have the right to call a special meeting;

●  No super-majority vote provisions in our Restated Certificate of Incorporation;

●  Annual election of all Directors;

●  Majority vote standard for uncontested Director elections;

●  Proxy Access By-law; and

●  Stockholders may act by written consent.

Executive and Director
Compensation

●  Strong executive compensation governance practices, including clawback policies and a requirement that executive officers must hold a substantial amount of vested Citi common stock for at least one year after they cease being executive officers;

●  Stock ownership commitment for the Board and executive officers; and

●  Members of Citi’s Board of Directors and Citi’s executive officers (i.e., Section 16 Insiders) are not permitted to hedge their Citi securities or pledge their Citi securities as collateral for a loan. For more information, please see Citi’s Hedging Policies on pages 39-40.

Political
Activity

●  Political Engagement Report 2022 (formerly Citi’s Political Activities Statement) includes significant disclosure about our lobbying practices and oversight. The Political Engagement Report provides meaningful disclosure about our lobbying policies and procedures;

●  Nomination, Governance and Public Affairs Committee has oversight responsibility for trade association payments in addition to oversight responsibility for political contributions and lobbying activities; and

●  Transparency on practices around political contributions and trade and business associations through:

Ø    a link on our website to federal, state, and international government websites where our lobbying activities are reported;

Ø    requiring trade and business associations that make independent expenditures, to which Citi pays dues, to attest that no portion of such payments from Citi is used for such activities; and

Ø    listing on Citi’s website the names of our significant trade and business associations in which membership dues total $100,000 or more, and the associations’ allocated portion of the dues attributable to lobbying during the calendar year.

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Corporate Governance 21

Corporate Governance Materials Available on Citi’s Website

In addition to our Corporate Governance Guidelines, other information relating to corporate governance at Citi is available in the Corporate Governance section of our website at www.citigroup.com. Click on “Investors” and then “Corporate Governance.”

Citi stockholders may obtain printed copies of these documents by writing to Citigroup Inc., Corporate Governance, 388 Greenwich Street, 17th Floor, New York, New York 10013.

Annual Report

If you received these proxy materials by mail, you should have also received Citi’s Annual Report to Stockholders for 2022 with them. The 2022 Annual Report is also available on Citi’s website at www.citigroup.com. We urge you to read these documents carefully. In accordance with the SEC’s rules, the Five-Year Performance Graph appears in the 2022 Annual Report on Form 10-K, which is included in Citi’s Annual Report to Stockholders for 2022.

Corporate Governance Guidelines

Citi’s Corporate Governance Guidelines (the Guidelines) embody many of our long-standing practices, policies, and procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed at least annually, and revised as necessary, to continue to reflect best practices. The full text of the Guidelines, as approved by the Board, is set forth on Citi’s website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Corporate Governance Guidelines.” The Guidelines outline the responsibilities, operations, qualifications, and composition of the Board. The following summarizes certain provisions of the Guidelines.

Director Independence

Our goal is that at least two-thirds of the members of the Board be independent. Descriptions of our independence criteria and the results of the Board’s independence determinations are set forth below.

Board Committees

The Guidelines require that all members of the following committees of the Board be independent: Audit; Compensation, Performance Management and Culture; and Nomination, Governance and Public Affairs. Committee members are appointed by the Board upon the recommendation of the Nomination, Governance and Public Affairs Committee. Committee membership and Chairs are rotated periodically. The Board and each Committee have the power to hire and fire independent legal, financial, or other advisors, as they may deem necessary, without consulting or obtaining the approval of management.

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22 Corporate Governance

Additional Board Service

The number of other for-profit public or non-public company boards on which a Director may serve is subject to review and approval by the Nomination, Governance and Public Affairs Committee, in order to ensure that each Director is able to devote sufficient time to perform his or her duties as a Director. On an annual basis, the Nomination, Governance and Public Affairs Committee reviews all for-profit and not-for-profit affiliations of Citi’s Board members. Subject to the discretion of the Nomination, Governance and Public Affairs Committee, a Director may not serve on more than five for-profit public company boards, including Citigroup’s Board, and a Director who is the Chief Executive Officer of a public company may not serve on more than three for-profit public company boards, including Citigroup’s Board. Members of the Audit Committee may not serve on more than three public company audit committees, including Citi’s Audit Committee. In accordance with Citi’s Corporate Governance Guidelines, no Board nominee serves on more than five for-profit public company boards and no Audit Committee member serves on more than three public company audit committees. Our CEO does not sit on any for profit company Boards besides Citi. In addition, under the Corporate Governance Guidelines, Board members are required to disclose significant changes in professional responsibilities to the Nomination, Governance and Public Affairs Committee for consideration including Board or Board Committee leadership positions.

Change in Status or Responsibilities

If a Director has a substantial change in professional responsibilities, occupation, or business association, he or she is required to notify the Nomination, Governance and Public Affairs Committee and to offer his or her resignation from the Board. The Nomination, Governance and Public Affairs Committee will evaluate the facts and circumstances and make a recommendation to the Board whether to accept the resignation or request that the Director continue to serve on the Board. If a Director assumes a significant role in a not-for-profit entity, he or she is asked to notify the Nomination, Governance and Public Affairs Committee.

Attendance at Meetings

Directors are expected to attend Board meetings and meetings of the Committees on which they serve, and the Annual Meeting of Stockholders. All of the Directors then in office attended Citi’s 2022 Virtual Annual Meeting.

Evaluation of Board Performance

The Nomination, Governance and Public Affairs Committee conducts an annual review of Board performance in which the full Board participates, and each standing committee (except for the Executive Committee) conducts its own self-evaluation. As part of the self-evaluation, the Board engages in an examination of its own performance of its obligations with regard to such matters as regulatory requirements, strategic and financial oversight, oversight of risk management, executive compensation, succession planning, and governance, among many other topics. The committees evaluate their performance against the requirements of their charters and other aspects of their responsibilities. The Board Chair conducts one-on-one interviews with each board member. The full Board and each committee then discuss the results of their respective self-evaluations in executive session, highlighting actions to be taken in response to the discussion. See Board Self-Assessment Process on page 29 for further information.

Directors Access to Senior Management and Director Orientation

Directors have full and free access to senior management and other employees of Citi. New Directors are provided with an orientation program to familiarize them with Citi’s businesses, regions, and functions as well as its legal, compliance, regulatory, and risk profile. Citi provides educational sessions on a variety of topics throughout the year for all members of the Board. These sessions are designed to allow Directors to develop a deeper understanding of, for example, a business issue or a complex financial product.

Succession Planning

The Board reviews the Compensation, Performance Management and Culture Committee’s report on the performance of senior executives in order to ensure that they are providing the highest quality leadership for Citi. The Board also works with the Nomination, Governance and Public Affairs Committee to evaluate potential

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Corporate Governance 23

successors to the CEO. With respect to regular succession of the CEO and senior management, Citi’s Board evaluates internal, and, when appropriate, external candidates. To find external candidates, Citi seeks input from the members of the Board, senior management, and from recruiting firms. To develop internal candidates, Citi engages in a number of practices, formal and informal, designed to familiarize the Board with Citi’s talent pool. The formal process involves an annual talent review conducted by senior management at which the Board studies the most promising members of senior management. The Board learns about each person’s experience, skills, areas of expertise, accomplishments, and goals. This review is conducted at a regularly scheduled Board meeting on an annual basis. In addition, members of senior management are periodically asked to make presentations to the Board at Board meetings and Board strategy sessions. These presentations are made by senior managers of the various business units as well as those who serve in corporate functions. The purpose of the formal review and other interaction is to ensure that Board members are familiar with the talent pool inside and outside Citi from which the Board would be able to choose successors to the CEO and evaluate succession for other senior managers as necessary from time to time.

Charitable Contributions

If a Director, or an immediate family member who shares the Director’s household, serves as a director, trustee, or executive officer of a foundation, university, or other not-for-profit organization, and such entity receives contributions from Citi and/or the Citi Foundation, such contributions must be reported to the Nomination, Governance and Public Affairs Committee at least annually.

Insider Investments and Transactions

Members of Citi’s Board of Directors and Citi’s executive officers (i.e., Section 16 Insiders) are not permitted to hedge their Citi securities or to pledge their Citi securities as collateral for a loan. The Guidelines restrict certain financial transactions between Citi and its subsidiaries on the one hand and Directors, senior management, and their immediate family members on the other. Personal loans from Citi or its subsidiaries to Citi’s Directors and its most senior executives, or immediate family members who share any such person’s household, are prohibited, except for margin loans to employees of a broker-dealer subsidiary of Citi, mortgage loans, home equity loans, consumer loans, credit cards, and overdraft checking privileges, all made on market terms in the ordinary course of business. See Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation on pages 37-39.

The Guidelines prohibit investments or transactions by Citi or its executive officers and those immediate family members who share an executive officer’s household in a partnership or other privately held entity in which an outside Director is a principal, or in a publicly traded company in which an outside Director owns or controls more than a 10% interest. Directors and those immediate family members who share the Director’s household are not permitted to receive initial public offering allocations. Directors and their immediate family members may participate in Citi-sponsored investment activities, provided they are offered on the same terms as those offered to similarly situated non-affiliated persons. Under certain circumstances, or with the approval of the appropriate committee, members of senior management may participate in certain Citi-sponsored investment opportunities. Finally, there is a prohibition on certain investments by Directors and executive officers in third-party entities when the opportunity comes solely as a result of their position with Citi.

Director Independence

The Board has adopted categorical standards to assist the Board in evaluating the independence of each of its Directors. The categorical standards, which are set forth below, describe various types of relationships that could potentially exist between a Director or an immediate family member of a Director and Citi, and set thresholds at which such relationships would be deemed to be material. Provided that no relationship or transaction exists that would disqualify a Director under the categorical standards and no other relationships or transactions exist of a type not specifically mentioned in the categorical standards that, in the Board’s opinion, taking into account all facts and circumstances, would impair a Director’s ability to exercise his or her independent judgment, the Board will deem such person to be independent.

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24 Corporate Governance

The Nomination, Governance and Public Affairs Committee reviewed certain information obtained from Directors’ responses to a questionnaire asking about their relationships with Citi, and those of their immediate family members and primary business or charitable affiliations and other potential conflicts of interest, as well as certain data collected by Citi’s businesses related to transactions, relationships, or arrangements between Citi on the one hand and a Director, immediate family member of a Director, or a primary business or charitable affiliation of a Director, on the other. The Nomination, Governance and Public Affairs Committee also reviewed certain relationships or transactions between the Directors or immediate family members of the Directors or their primary business or charitable affiliations and Citi and determined that the relationships or transactions complied with the Corporate Governance Guidelines and the related categorical standards. The Board, based on the recommendation of the Nomination, Governance and Public Affairs Committee, determined that, applying the Guidelines and standards, which are intended to comply with the NYSE corporate governance rules, and all other applicable laws, rules, and regulations, each of the following Director nominees standing for re-election is independent:

 

●     Ellen M. Costello

●     Grace E. Dailey

●     Barbara J. Desoer

●     John C. Dugan

 

●     Duncan P. Hennes

●     Peter B. Henry

●     S. Leslie Ireland

●     Renée J. James

 

●     Gary M. Reiner

●     Diana L. Taylor

●     James S. Turley

●     Casper W. von Koskull

 

The Board has determined that Jane N. Fraser, our Chief Executive Officer, is not independent.

Independence Standards

To be considered independent, a Director must meet the following categorical standards as adopted by our Board and reflected in our Corporate Governance Guidelines. In addition, there are other independence standards under NYSE corporate governance rules that apply to all directors and certain independence standards under SEC, FRB, and Federal Deposit Insurance Corporation (FDIC) rules that apply to specific committees.

           
 

Categorical Standards

Advisory, Consulting and Employment Arrangements

 
    During any 12-month period within the last three years, neither a Director nor any Immediate Family Member of a Director shall have received more than $120,000 in direct compensation from Citi, other than amounts paid (a) pursuant to Citi’s Amended and Restated Compensation Plan for Non-Employee Directors, (b) pursuant to a pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) or (c) to an Immediate Family Member of a Director who is a non-executive employee of Citi or one of its subsidiaries.  
    In addition, no member of the Audit Committee may accept a direct or indirect consulting, advisory or other compensatory fee from Citi or one of its subsidiaries, other than (a) fees for service as a member of the Board of Directors of Citi or one of its subsidiaries (including committees thereof) or (b) receipt of fixed amounts of compensation under a Citi retirement plan, including deferred compensation, for prior service with Citi, provided that such compensation is not contingent in any way on continued service.  
         
  Business Relationships  
    All business relationships, lending relationships, deposit and other banking relationships between the Company and a Director’s primary business affiliation or the primary business affiliation of an immediate family member of a Director must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons.  
         

Citi 2023 Proxy Statement

 

   
Corporate Governance 25

 

           
    In addition, the aggregate amount of payments for property or services in any of the last three fiscal years by the Company to, and to the Company from, any company of which a Director is an executive officer or employee or where an immediate family member of a Director is an executive officer, must not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues in any single fiscal year.  
    Loans may be made or maintained by the Company to a Director’s primary business affiliation or the primary business affiliation of an immediate family member of a Director, only if the loan (i) is made in the ordinary course of business of the Company or one of its subsidiaries, is of a type that is generally made available to other customers, and is on market terms, or terms that are no more favorable than those offered to other customers; (ii) complies with applicable law, including the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), Regulation O of the FRB, and the Federal Deposit Insurance Corporation (FDIC) Guidelines; (iii) when made does not involve more than the normal risk of collectability or present other unfavorable features; and (iv) is not classified by the Company as Substandard (II) or worse, as defined by the OCC in its “Rating Credit Risk” Comptroller’s Handbook.  
         
  Charitable Contributions  
      Annual contributions in any of the last three calendar years from the Company and/or the Citi Foundation to a charitable organization of which a Director, or an immediate family member who shares the Director’s household, serves as a Director, trustee, or executive officer (other than the Citi Foundation and other charitable organizations sponsored by the Company) may not exceed the greater of $250,000 or 10% of the charitable organization’s annual consolidated gross revenue.  
         
  Employment/Affiliations  
    A Director shall not:  
         
      (i) be or have been an employee of the Company within the last three years;  
      (ii) be part of, or within the past three years have been part of, an interlocking directorate in which a current executive officer of the Company serves or has served on the compensation committee of a company that concurrently employs or employed the Director as an executive officer; or  
      (iii) be or have been affiliated with or employed by (a) Citi’s present or former primary outside auditor or (b) any other outside auditor of Citi and personally worked on Citi’s audit, in each case within the three-year period following the auditing relationship.  
    A Director may not have an immediate family member who:  
      (i) is an executive officer of the Company or has been within the last three years;  
      (ii) is, or within the past three years has been, part of an interlocking directorate in which a current executive officer of the Company serves or has served on the compensation committee of a company that concurrently employs or employed such immediate family member as an executive officer; or  
      (iii) (a) is a current partner of Citi’s primary outside auditor, or a current employee of Citi’s primary outside auditor and personally works on Citi’s audit, or (b) was within the last three years (but is no longer) a partner or employee of Citi’s primary auditor and personally worked on Citi’s audit within that time.  
           
  Immaterial Relationships and Transactions  
      The Board may determine that a Director is independent notwithstanding the existence of an immaterial relationship or transaction between Citi and (i) the Director, (ii) an immediate family member of the Director or (iii) the Director’s or immediate family member’s business or charitable affiliations, provided Citi’s Proxy Statement includes a specific description of such relationship as well as the basis for the Board’s determination that such relationship does not preclude a determination that the Director is independent. Relationships or transactions between Citi and (i) the Director, (ii) an immediate family member of the  
           

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26 Corporate Governance

           
      Director or (iii) the Director’s or immediate family member’s business or charitable affiliations that comply with the Corporate Governance Guidelines, including, but not limited to, the Director Independence Standards that are part of the Corporate Governance Guidelines and the sections titled Financial Services, Personal Loans and Investments/Transactions, are deemed to be categorically immaterial and do not require disclosure in the Proxy Statement (unless such relationship or transaction is required to be disclosed pursuant to Item 404 of SEC Regulation S-K).  
         
  Definitions  
      For purposes of these Corporate Governance Guidelines, (i) the term “immediate family member” means a Director’s or executive officer’s (designated as such pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act)) spouse, parents, step-parents, children, step-children, siblings, mother- and father-in law, sons- and daughters-in-law, and brothers- and sisters-in-law and any person (other than a tenant or domestic employee) who shares the Director’s household; (ii) the term “Primary Business Affiliation” means an entity of which the Director or executive officer, or an immediate family member of such a person, is an officer, partner or employee or in which the Director, executive officer or immediate family member owns directly or indirectly at least a 5% equity interest; and (iii) the term “Related Party Transaction” means any financial transaction, arrangement or relationship in which (a) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (b) Citi is a participant, and (c) any Related Person (any Director, any executive officer of Citi, any nominee for Director, any shareholder owning in excess of 5% of the total equity of Citi, and any immediate family member of any such person) has or will have a direct or indirect material interest.  
           

Citi 2023 Proxy Statement

 

   
Corporate Governance 27

Meetings of the Board of Directors and Committees

The Board of Directors met 24 times in 2022. Citi’s standing Board Committees met as follows: the Audit Committee met 28 times, the Compensation, Performance Management and Culture Committee met 9 times, the Nomination, Governance and Public Affairs Committee met 6 times, the Risk Management Committee met 16 times, and the Technology Committee, which was formed on March 28, 2022, met 9 times. The Executive Committee did not meet in 2022.

During 2022, substantially all of the members of the Board served on and/or chaired one or more ad hoc committees, including the Transformation Oversight Committee, or served on an international subsidiary board. In addition, Mses. Dailey, Desoer, Fraser, Ireland, and Taylor and Messrs. Hennes and Turley served on the Board of Directors of Citibank, N.A., which is a wholly owned subsidiary of Citi.

Each incumbent Director attended at least 75% of the meetings of the Board and of the standing committees of which he or she was a member during 2022.

*The predecessors to the Compensation, Performance Management and Culture Committee met as follows in 2022: the Ethics, Conduct and Culture Committee met once and the Personnel and Compensation Committee met 5 times.

Meetings of Non-Management Directors

Citi’s non-management Directors meet in executive session without any management Directors in attendance whenever the full Board convenes for a regularly scheduled meeting. During 2022, Mr. Dugan presided at each executive session of the non-management Directors. In addition, the independent Directors met in executive session during 2022.

Board Leadership Structure

Citi currently has an independent Chair separate from the CEO, a structure that has been in place since 2009. The Board believes it is important to maintain flexibility in its Board leadership structure and has had in place different leadership structures in the past, depending on the Company’s needs at the time, but firmly supports having an independent Director in a Board leadership position at all times. Accordingly, Citi’s Board, on December 15, 2009, adopted a By-law amendment which provides that if Citi does not have an Independent Chair, the Board will elect a lead independent Director having similar duties to an independent Chair, including leading the executive sessions of the non-management Directors at Board meetings. Citi’s Chair provides independent leadership of the Board. Having an independent Chair or Lead Director enables non-management Directors to raise issues and concerns for Board consideration without immediately involving management. The Chair or Lead Director also serves as a liaison between the Board and senior management and regularly meets with Citi’s stockholders, stakeholders, and regulators on behalf of the Company. Citi’s Board has determined that the current structure, an independent Chair separate from the CEO, is the most appropriate structure at this time, while ensuring that, at all times, there will be an independent Director in a Board leadership position. The Board believes its approach to risk oversight, which includes: (i) a report at every regular Board meeting from the Chief Risk Officer on significant risk matters for discussion with the Board, (ii) a standing Risk Management Committee of the Board and (iii) a direct reporting line of the Chief Risk Officer to the Risk Management Committee, ensures that the Board can choose many leadership structures without experiencing a material impact on its oversight of risk.

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28 Corporate Governance

Board Diversity

Diversity is among the critical factors that the Nomination, Governance and Public Affairs Committee considers when evaluating the composition of the Board. For a Company like Citi, which operates in more than 100 countries around the globe, diversity includes race, ethnicity, nationality, and gender as well as the diversity of the communities and geographies in which Citi operates. Included in the qualifications for Directors listed in the Company’s Corporate Governance Guidelines is “whether the candidate has special skills, expertise and background that would complement the attributes of the existing Directors, taking into consideration the diverse communities and geographies in which Citi operates.” Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect the diversity represented by our employees, customers, and stakeholders. When considering new Director candidates, the Nomination, Governance and Public Affairs Committee instructs its recruiting firm to include diverse candidates in each slate. In this context, eight of the candidates nominated for election at Citi’s 2023 Annual Meeting are diverse. In addition, each Director candidate contributes to the Board’s overall diversity by providing a variety of perspectives, personal and professional experiences, and backgrounds, as well as other characteristics, such as global and international business experience. The Board believes that the current nominees reflect an appropriate diversity of gender, age, race, national origin, geographical background, and experience and is committed to continuing to consider diversity in evaluating the composition of the Board.

Director Education Program

Citi has a robust Director Education Program that begins with an orientation for newly appointed Directors, providing two days of in-depth training covering all aspects of our business, including, among other things, coverage of Citi’s institutional and consumer businesses; our regional operations; an overview of the Company’s risk management, audit, compliance, operations and technology, governance, regulatory, finance, human capital management, government affairs, and legal functions; and an overview of Citi’s primary banking subsidiary, Citibank, N.A. There is also a continuing education program, which includes presentations focusing on industry, regulatory and governance topics and presentations from the various lines of our business on emerging issues or strategic initiatives to provide our Directors with the opportunity to expand their insight into Citi’s business operations and activities. Directors also have access to external programming and seminars to supplement their Citi-provided education. In 2022, the Directors received training on various topics, including ESG matters, Political Contributions, Net Zero, Technology, including the Cloud and Cybersecurity, Regulation O, Community Reinvestment Act, Fair Lending, Bank Secrecy Act / Anti-Money Laundering, Risk Appetite, Equities, Digital Assets, and International Business Franchises, among other topics.

Citi 2023 Proxy Statement

 

   
Corporate Governance 29

Board Self-Assessment Process

Annual Board Self-Evaluations*
The Board conducts annual evaluations through the use of both individual interviews by the Chair with each Board member and a written questionnaire completed by all Board members that covers a broad range of matters relating to governance, meetings, materials, and other agenda topics, including Strategic Planning, Corporate Oversight, Succession Planning, Conduct and Culture, Corporate Governance, Risk Management Oversight, Regulatory Requirements, and Management Compensation.
 
Written Evaluations
Citi’s Corporate Governance Office coordinated a review of the form of Board self-assessment questionnaires proposed for 2022, and recommended changes that were implemented for the Board’s 2022 self-assessment. After Board approval, the Corporate Governance Office circulated the self-assessment forms and then aggregated Directors’ responses to the questionnaires, highlighting themes as well as scores on particular topics. The aggregated and anonymized results, including all written comments, are shared with the Board.
 
Chair Conversations
The Chair held individual interviews with each Board member and consolidated the feedback for discussion with the full Board.
 
Board Review
Using the aggregated results of the written evaluations and the themes of the Chair’s individual discussions with the Board members as a guide, the Chair held a discussion with the full Board during an executive session. All Board members are encouraged to provide feedback on the results.
 
Actions
As an outcome of these discussions, the Board takes specific actions which may include providing guidance to management on the implementation of Board-related initiatives.

*Each standing committee and each ad hoc committee conducts an annual written self-assessment and reports on the results to the Board. Topics covered on each committee self-assessment include the mandates and authority of the committee, qualification of members, functioning of the committee, and duties and responsibilities of the committee, pursuant to its charter.

Board’s Role in Risk Oversight

For Citi, effective risk management is of primary importance to its overall operations. Accordingly, Citi has established an Enterprise Risk Management (ERM) Framework to ensure that all of Citi’s risks are managed appropriately and consistently across Citi and at an aggregate, enterprise-wide level. The ERM Framework details the principles used to support effective enterprise-wide risk management across the end-to-end risk management lifecycle. The ERM Framework also provides clarity on risk management roles and responsibilities of the Citigroup Board of Directors, Citi’s Executive Management Team and employees across the lines of defense. Citi’s culture and values drive a strong risk and control environment, and are at the heart of the ERM Framework, underpinning the way Citi conducts business. The activities that Citi engages in, and the risks those activities generate, must be consistent with Citi’s Mission and Value Proposition and the key principles that guide it, as well as Citi’s risk appetite.

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30 Corporate Governance

The Citigroup Board of Directors is responsible for oversight of risk management and holds the Executive Management Team accountable for implementing the ERM Framework and managing risk within the defined risk appetite as it meets its strategic objectives. The Board of Directors formed the Transformation Oversight Committee to oversee management’s progress as it relates to the broader transformation of Citi and management’s remediation of issues identified under the Consent Order, dated October 7, 2020, entered into by Citi with the Federal Reserve Board (FRB Consent Order), including issues related to our risk and control environment. A similar Committee was formed by the Citibank, N.A. (CBNA) Board to provide oversight of management’s remediation of issues identified under the Consent Order, dated October 7, 2020, entered into by CBNA with the OCC (OCC Consent Order and together with the FRB Consent Order, the Consent Orders). (Please see page 31 to review additional disclosure on the Transformation Oversight Committee.) In addition, the Board of Directors has delegated oversight of specific risks, as set forth below, to certain other Board committees, based on their mandates.

Citi uses a lines of defense model as a key component of its ERM Framework to manage its risks. The lines of defense model brings together risk-taking, risk oversight and risk assurance under one umbrella and provides an avenue for risk accountability of the first line of defense, a construct for effective challenge by the second line of defense (Independent Risk Management and Independent Compliance Risk Management), and empowers independent risk assurance by the third line of defense (Internal Audit). Citi has enterprise support functions that support safety and soundness across Citi. Each of the lines of defense and enterprise support functions, along with the Board, are empowered to perform relevant risk management processes and responsibilities in order to manage Citi’s risks within the defined risk appetite in a consistent and effective manner.

For more information about Citi’s risk management, see the “Managing Global Risk” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (2022 Form 10-K).

         
 

Board of Directors

         receives regular risk updates from the Chief Risk Officer at each regularly scheduled Board meeting

         provides oversight through its committees of credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputation risk matters

         periodically receives reports from outside advisors with respect to potential risks that could impact the Company

 
         
 

Board Committees:

Audit Committee

●  provides oversight of Citi’s financial and ESG reporting and internal control risk, including significant operational or compliance control breaks

Compensation, Performance Management and Culture Committee

●  provides oversight of incentive compensation plans and risk related to compensation

Nomination, Governance and Public Affairs Committee

●  provides oversight of reputational issues, ESG and sustainability, and legal and regulatory compliance risks as they relate to corporate governance matters

Risk Management Committee

●  reviews and considers for approval Citigroup’s Enterprise Risk Management Framework pertaining to credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputation risk

●  reviews and approves key risk policies on the establishment of risk limits and reviews risk management programs for Citi and its subsidiaries

●  provides oversight of Citi’s risk profile

●  provides oversight of, among others, matters related to Citi’s Comprehensive Capital Analysis and Review (CCAR) practices, Resolution and Recovery

 

Technology Committee

●  provides oversight of technology-based risk management, including significant technology risk exposures, such as risks related to information security, fraud, data protection, business continuity, and cybersecurity

Transformation Oversight Committee*

●  provides oversight of the actions of Citi’s management to develop and execute a transformation of Citi’s risk and control environment required pursuant to the FRB Consent Order

 
         
 

Chief Risk Officer

●  delivers risk report at regularly scheduled Board meetings

●  responsible for oversight, review and challenge of risk management activities globally

●  responsible for independently identifying, measuring, monitoring, controlling, reporting and escalating risks

●  reports to the Chief Executive Officer and Risk Management Committee

●  reports to the Compensation, Performance Management and Culture Committee semi-annually regarding the risk attributes of Citi's Incentive Compensation Programs

 
         
*The Transformation Oversight Committee is an ad hoc committee.

Citi 2023 Proxy Statement

 

   
Corporate Governance 31

At each regularly scheduled Board meeting, the Board receives a risk report from the Chief Risk Officer with respect to the Company’s approach to management of major risks, including management’s risk mitigation efforts, where appropriate. Independent Risk Management, led by the Chief Risk Officer, sets risk and control standards for the first line of defense and actively manages and oversees aggregate credit, market (trading and non-trading), liquidity, strategic, operational and reputation risks across Citi, including risks that span categories, such as concentration risk, country risk, compliance risk, and climate risk. The Board’s role is to oversee this effort.

The Risk Management Committee enhances the Board’s oversight of risk management. The Committee’s role is one of oversight, recognizing that management is responsible for executing Citi’s risk management policies.

Transformation Enhancements at Citi

Citi is fully committed to a broad-based transformation of its risk management and controls. Citi believes the Transformation is essential, not only to address regulatory matters in an effective, timely, and sustainable manner, but also as a broader strategic imperative for the firm. Citi’s priorities revolve around three interconnected elements: the Transformation, strategy, and culture and talent. Driving toward excellence in risk and controls in the Transformation is mutually reinforcing with Citi’s business strategy, and success for both can only be achieved with significant shifts in culture and talent.

The Board established the Transformation Oversight Committee in October 2020, to serve as the primary forum for Board oversight of the Transformation. Given this overall responsibility of the Transformation Oversight Committee and the need for holistic oversight, all non-management directors on the Board serve on the Committee. The full Board focuses on non-Transformation matters in other forums.

A series of Program Groups focus on specific requirements of the Consent Order. Certain members of the Transformation Oversight Committee (Lead Directors) who have been assigned to the various Program Groups, work closely with the Executive Management Team members responsible for the relevant Program Groups to provide oversight and challenge to the Program Groups as they prepare for meetings with the entire Transformation Oversight Committee, in much the same way as Board Committee Chairs interact with individual Executive Management Team members in preparation for committee meetings.

Board’s Role in Cybersecurity Oversight

The Board directly or through one or more Committees provide oversight of Management’s efforts to mitigate cybersecurity risk and respond to cyber incidents. The Board and/or one or more Committees receive regular reports on cybersecurity and engage in discussions throughout the year with Management and subject-matter experts on the effectiveness of Citi’s overall cybersecurity program, cybersecurity risks, Citi’s strategies for addressing these risks, and Citi’s implementation thereof. Board and Committee members receive reporting on significant cyber events including response efforts, legal obligations, and outreach and notification to regulators and/or customers when needed, as well as provide guidance to management as appropriate. The Risk Management Committee has approved a standalone Cybersecurity Risk Appetite Statement against which Citi’s performance is measured quarterly.

Board’s Role in ESG Matters

Citi’s Board of Directors has ultimate oversight of Citi’s work to identify, assess and integrate ESG and sustainability-related risks and opportunities throughout Citi. In addition to oversight by the full Board, the Nomination, Governance and Public Affairs Committee of the Board oversees Citi’s ESG activity, including reviewing our policies and programs for sustainability, climate change, human rights, diversity and other ESG matters. The Risk Management Committee of the Board reviews key risk policies, including those related to environmental, social and climate risk. The Audit Committee has oversight over the controls and procedures related to Citi’s group level ESG and climate-related reporting, including both voluntary disclosures and regulatory filings. The Nomination, Governance and Public Affairs Committee has held a number of meetings to review shareholder proposals (including ones related to fossil fuel financing and biodiversity) and received an ESG update in 2022.

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32 Corporate Governance

During 2022, the Risk Management Committee received updates on climate risk including the climate management framework, client-level climate methodology and results of climate scenario analysis. In 2022, at two meetings the Audit Committee reviewed existing ESG disclosure controls and procedures. The Board also received reports from the Head of Community Investing and Development on Citi and the Citi Foundation’s social impact activities and performance, including Action for Racial Equity and the investments of the Citi Impact Fund. In addition, the Board received reports on Citi’s diversity, equity and inclusion efforts, including pay equity and representation goals, from the Global Chief Diversity, Equity and Inclusion Officer and Global Head of Talent. Members of the Board also participated in investor calls on a variety of governance and environmental and social matters, including climate risk.

Committees of the Board of Directors

Below are the standing committees of the Board of Directors. In addition, the Board of Directors has an ad hoc committee, the Transformation Oversight Committee, which oversees management’s efforts to enhance its risk and control environment and achieve operational excellence. The Board of Directors also formed the Technology Committee in 2022, which oversees Citigroup’s technology strategy and operating plan and technology-based risk management, including cybersecurity. (Please see page 31 to review additional disclosure related to the Transformation Oversight Committee).

  Audit Committee    

Committee Roles and Responsibilities:

The Audit Committee assists the Board in fulfilling its oversight responsibility relating to:

●     the integrity of Citigroup’s consolidated financial statements, financial reporting process, and systems of internal accounting and financial controls;

●     the performance of the internal audit function (Internal Audit);

●     the annual independent integrated audit of Citigroup’s consolidated financial statements and effectiveness of Citigroup’s internal control over financial reporting, the engagement of the independent registered public accountants (Independent Auditors), and the evaluation of the Independent Auditors’ qualifications, independence and performance;

●     the effectiveness of Citigroup’s control environment and status of corrective actions, including the timely remediation of control breaks (including, without limitation, significant compliance or operational control breaks);

●     policy standards and guidelines for risk assessment and risk management;

●     the appointment and approval of the base and incentive compensation for the Chief Auditor;

●     Citigroup’s compliance with legal and regulatory requirements, including Citigroup’s disclosure controls and procedures;

●     the fulfillment of the other responsibilities set out in the Audit Committee’s charter; and

●     management’s evaluation of disclosure controls and procedures for Citigroup’s ESG metrics and disclosures and management’s plans and progress in enhancing the design and operating effectiveness of such internal controls and procedures, where applicable.

The report of the Committee required by the rules of the SEC is included in this Proxy Statement.

The Board has determined that each of Mses. Costello and Dailey and Messrs. Dugan, Hennes, and Turley qualifies as an “audit committee financial expert” as defined by the SEC and each such Director as well as Ms. James is considered “financially literate” under NYSE rules, and, in addition to being independent according to the Board’s independence standards as set out in its Corporate Governance Guidelines, each is independent within the meaning of applicable SEC rules, the corporate governance rules of the NYSE, and the FDIC guidelines.

 
         
 

Members:

Ellen M. Costello
Grace E. Dailey
John C. Dugan
Duncan P. Hennes
Renée J. James
James S. Turley (Chair)

Committee Meetings 
in 2022:

28

Charter:

The Audit Committee Charter, as adopted by the Board, is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

     
       

Citi 2023 Proxy Statement

 

   
Corporate Governance 33

 

  Compensation, Performance Management and Culture Committee    

Committee Roles and Responsibilities:

The Compensation, Performance Management and Culture Committee has been delegated broad authority to oversee compensation of employees of the Company and its subsidiaries and affiliates, as well as the authority to oversee management’s sustained focus on fostering a principled culture of sound ethics, responsible conduct and accountability within the organization. The Committee regularly reviews Citi’s management resources and performance of senior management. The Committee is responsible for determining the compensation for the CEO and approving the compensation of other executive officers of the Company and the Executive Management Team. The Committee is also responsible for approving the incentive compensation structure for other members of senior management and certain highly compensated employees (including discretionary incentive awards to covered employees as defined in applicable bank regulatory guidance), in accordance with guidelines established by the Committee from time to time. The Committee also has broad oversight of compliance with bank regulatory guidance governing Citi’s incentive compensation.

The Committee receives reports from management on efforts to foster and support Citi’s desired culture and promote ethical decision-making in the organization via training or other initiatives, including management’s efforts to achieve its target culture state and to encourage employees to escalate issues and share feedback without fear of retaliation. The Committee also reviews at least annually whether Citi’s Code of Conduct instills appropriate ethical behavior in Citi’s culture, business practices and employees and recommends any proposed changes or waivers to the Board for approval. The Committee reviews certain concerns reported to the Citi Ethics Office as appropriate.

The Committee annually reviews and discusses the Compensation Discussion and Analysis required to be included in the Company’s Proxy Statement with management, and, if appropriate, recommends to the Board that the Compensation Discussion and Analysis be included. Additionally, the Committee reviews and approves the overall goals of Citi’s material incentive compensation programs, including as expressed through Citi’s Compensation Philosophy, and provides oversight for Citi’s incentive compensation programs so that they both (i) appropriately balance risk and financial results in a manner that does not encourage employees to expose Citi to imprudent risks, and (ii) are consistent with bank safety and soundness. Toward that end, the Committee meets periodically with Citi’s Chief Risk Officer to discuss the risk attributes of Citi’s incentive compensation programs.

The Committee has the power to hire and fire independent compensation consultants, legal counsel, or financial or other advisors as it may deem necessary to assist it in the performance of its duties and responsibilities, without consulting or obtaining the approval of senior management of the Company. The Committee has retained Frederic W. Cook & Co. (FW Cook) to provide the Committee with advice on Citi’s compensation programs for senior management.

The Board has determined that in addition to being independent according to the Board’s independence standards as set out in its Corporate Governance Guidelines, each of the members of the Compensation, Performance Management and Culture Committee is independent according to the corporate governance rules of the NYSE. Each of such Directors is a “non-employee Director,” as defined in Section 16 of the Securities Exchange Act of 1934.

       
 

Members:

John C. Dugan (Chair)
Duncan P. Hennes
Peter B. Henry
Renée J. James
Gary M. Reiner
Diana L. Taylor
Casper W. von Koskull

Committee Meetings
in 2022:

9

(The predecessors to the Compensation, Performance Management and Culture Committee met during 2022 as follows: the Ethics, Conduct and Culture Committee met once and the Personnel and Compensation Committee met 5 times.)

Charter:

The Compensation, Performance Management and Culture Committee Charter is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

   

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34 Corporate Governance

  Executive Committee    

Committee Roles and Responsibilities:

The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the full Board can be held.

       
 

Members:

Barbara J. Desoer
John C. Dugan (Chair)
Duncan P. Hennes
Renée J. James
Diana L. Taylor
James S. Turley

Committee Meetings in 2022:

None

   
     

 

  Nomination, Governance and Public Affairs Committee    

Committee Roles and Responsibilities:

The Nomination, Governance and Public Affairs Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board the Director nominees for the next Annual Meeting of Stockholders. It leads the Board in its annual review of the Board’s performance and makes recommendations as to the composition of the committees for appointment by the Board. The Committee takes a leadership role in shaping corporate governance policies and practices, including recommending to the Board the Corporate Governance Guidelines and monitoring Citi’s compliance with these policies and practices and the Guidelines. The Committee is responsible for reviewing and approving all related party transactions involving a Director or an immediate family member of a Director and any related party transaction involving an executive officer or immediate family member of an executive officer if the transaction is valued at $50 million or more, in each case, other than certain enumerated ordinary course transactions. See Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation on pages 37-39 for a complete description of the Policy on Related Party Transactions.

The Committee, as part of the Board’s executive succession planning process, evaluates and nominates potential successors to the CEO and provides an annual report to the Board on CEO succession. The Committee also reviews Director Compensation and Benefits. The Committee is responsible for reviewing Citi’s policies and programs that relate to public issues of significance to Citi and the public at large and reviewing relationships with external constituencies and issues that impact Citi’s reputation. The Committee also has the responsibility for reviewing public policy and reputational issues facing Citi; reviewing political contributions and lobbying expenditures and payments to trade associations made by Citi, and charitable contributions made by Citi and the Citi Foundation; reviewing Citi’s policies and practices regarding supplier diversity; reviewing the work of Citi’s Reputation Risk Committees; and reviewing Citi’s ESG policies and programs, including environmental and human rights policies. The Committee makes recommendations to Citibank’s Board with respect to the following duties and responsibilities set forth in Oversight of Corporate Governance: size, Chair and membership of Citibank’s Board and Committees; independence of Citibank’s non-management Board members; and compensation paid to Citibank’s non-management Board members. The Committee’s focus is global, reflecting Citi’s global footprint. The Committee also makes recommendations to the Board regarding amendments to the Company’s Major Expenditure Program — Limits of Authority.

The Board has determined that, in addition to being independent according to the Board’s independence standards as set out in its Corporate Governance Guidelines, each of the members of the Nomination, Governance and Public Affairs Committee is independent according to the corporate governance rules of the NYSE.

       
 

Members:

John C. Dugan
Peter B. Henry
Gary M. Reiner
Diana L. Taylor (Chair)
Casper W. von Koskull

Committee Meetings in 2022:

6

Charter:

The Nomination, Governance and Public Affairs Committee Charter, as adopted by the Board, is available
on our website at
www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

   
     
     

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Corporate Governance 35

 

  Risk Management
Committee
   

Committee Roles and Responsibilities:

The Risk Management Committee has been delegated authority to assist the Board in fulfilling its responsibility with respect to (1) oversight of Citigroup’s risk management framework, including the significant policies and practices used in managing credit, market (trading and non-trading), liquidity, strategic, operational, compliance, reputation and certain other risks, including those pertaining to capital management, and (2) oversight of the performance of the Global Risk Review (GRR) credit, capital and collateral review function. The Committee reports to the Board of Directors regarding Citigroup’s risk profile, as well as its risk management framework, including the significant policies and practices employed to manage risks in Citigroup’s businesses, as well as the overall adequacy of the Risk Management function. The Committee also has responsibility for the oversight of the Conduct Risk Management Program. The Committee’s role is one of oversight, recognizing that Management is responsible for executing Citigroup’s risk management and related Treasury policies. While the Committee has the responsibilities and powers set forth in the Risk Management Committee Charter, Management is responsible for designing, implementing and maintaining an effective risk program. Line business managers are responsible for managing risks in the areas for which they are responsible. The duties and responsibilities of the Independent Risk Management functions are described in the Enterprise Risk Management Framework.

The Citigroup Chief Risk Officer (CRO) heads the Independent Risk Management function, which sets risk and control standards for the first line of defense and actively manages and oversees aggregate credit, market (trading and non-trading), liquidity, strategic, operational, and reputation risks across the firm, including risks that span categories, such as concentration risk country risk, and climate risk.

The Citigroup Chief Compliance Officer (CCO) is responsible for the Independent Compliance Risk Management (ICRM) function. The CCO reports to Citigroup’s General Counsel with a matrix reporting line into the CRO. To support the independent status of the ICRM function, the CCO has regular and unrestricted access to committees of the Citigroup Board, including the Audit Committee and Risk Management Committee.

       
 

Members:

Ellen M. Costello
Grace E. Dailey
Barbara J. Desoer
John C. Dugan
Duncan P. Hennes (Chair)
James S. Turley
Casper W. von Koskull

Committee Meetings
in 2022:

16

Charter:

The Risk Management Committee Charter is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

   
     
     

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36 Corporate Governance

  Technology
Committee
   

Committee Roles and Responsibilities:

The purpose of the Technology Committee is to assist the Board in fulfilling its responsibility with respect to oversight of: (1) the planning and execution of Citigroup’s technology strategy and operating plan, (2) the development of Citi’s target state operating model and architecture, including the incorporation of Global Business Services, (3) technology-based risk management, including risk management framework, risk appetite and risk exposures of Citi, including Cyber Security, (4) resource and talent planning of the Technology function, and (5) Citi’s third-party management policies, practices and standards that relate to Technology.

The Committee provides oversight of Citi’s technology strategy and operating plan; technology initiatives across the Consent Orders; the Technology Transformation initiative; business-led initiatives; elements of the Data plan under the Consent Orders and the development and deployment of Data Quality Metrics; management’s efforts to monitor and control risks related to information security, fraud, data protection, business continuity, third-party and Cyber Security; and technology change management. The Committee reviews trends that may affect the Company’s strategy, including distributed ledgers, cryptocurrency, Artificial Intelligence and Machine Learning.

       
 

Members:

Barbara J. Desoer
John C. Dugan
S. Leslie Ireland
Renée J. James (Chair)
Gary M. Reiner

Committee Meetings
in 2022:

9

Charter:

The Technology Committee Charter, as adopted by the Board, is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

   
     
     

 

      Audit   Compensation,
Performance
Management and
Culture
  Executive   Nomination,
Governance
and Public
Affairs
  Risk
Management
  Technology  
  Ellen M. Costello                      
  Grace E. Dailey                      
  Barbara J. Desoer                    
  John C. Dugan              
  Jane N. Fraser                          
  Duncan P. Hennes                  
  Peter B. Henry                      
  S. Leslie Ireland                        
  Renée J. James                  
  Gary M. Reiner                    
  Diana L. Taylor                    
  James S. Turley                    
  Casper W. von Koskull                    
 

 committee member

committee chair

 

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Corporate Governance 37

Involvement in Certain Legal Proceedings

There are no legal proceedings to which any Director, officer, or The Vanguard Group (Vanguard) (which owns more than 5% of Citi’s common stock), or any affiliate thereof, is a party adverse to Citi or in which any such person has a material interest adverse to Citi. BlackRock, Inc. (BlackRock) owns more than 5% of Citi’s common stock. In lieu of participating in certain class action settlements entered into by Citi and other banks relating to alleged manipulation of the foreign exchange market, which received final court approval in 2018, numerous BlackRock funds and other plaintiffs filed a complaint in U.S. District Court for the Southern District of New York on November 7, 2018 against Citi and 15 other banks. In this action, plaintiffs assert that defendants conspired to manipulate the foreign exchange market between 2003 and 2013.

Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation

The Board has adopted a policy setting forth procedures for the review, approval, and monitoring of transactions involving Citi and related persons (Directors, Senior Managers, 5% stockholders, Immediate Family Member or Primary Business Affiliations). A copy of Citi’s Policy on Related Party Transactions is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citi Policies.” Under the policy, the Nomination, Governance and Public Affairs Committee is responsible for reviewing and approving all related party transactions involving Directors, Immediate Family Members of Directors, and 5% stockholders. Directors may not participate in any discussion or approval of a related party transaction in which he or she or any member of his or her immediate family is a related person, except that the Director must provide all material information concerning the related party transaction to the Nomination, Governance and Public Affairs Committee. The Nomination, Governance and Public Affairs Committee is also responsible for reviewing and approving all related party transactions valued at more than $50 million involving an executive officer or an Immediate Family Member of an executive officer. The Transaction Review Committee, composed of Citi’s General Counsel, Chief Financial Officer, Chief Compliance Officer, Chief Risk Officer, and Head of Human Resources, is responsible for reviewing and approving all related party transactions valued at less than $50 million involving an executive officer or an Immediate Family Member of an executive officer. The policy also contains a list of categories of transactions involving related persons that are pre-approved under the policy, and therefore need not be brought to the Nomination, Governance and Public Affairs Committee or the Transaction Review Committee for approval.

The Nomination, Governance and Public Affairs Committee and the Transaction Review Committee will review the following information when assessing a related party transaction:

the terms of such transaction;
the related person’s interest in the transaction;
the purpose and timing of the transaction;
whether Citi is a party to the transaction, and if not, the nature of Citi’s participation in the transaction;
if the transaction involves the sale of an asset, a description of the asset, including date acquired and cost basis;
information concerning potential counterparties in the transaction;
the approximate dollar value of the transaction and the approximate dollar value of the related person’s interest in the transaction;
a description of any provisions or limitations imposed as a result of entering into the proposed transaction;
whether the proposed transaction includes any potential reputational risk issues that may arise as a result of, or in connection with, the proposed transaction; and
any other relevant information regarding the transaction.

Based on information contained in a Schedule 13G filed with the SEC, BlackRock and Vanguard each reported that they beneficially owned 5% or more of the outstanding shares of Citi’s common stock as of December 31, 2022 — see Stock Ownership — Owners of More than 5% of Citi Common Stock on page 44. During 2022, our

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38 Corporate Governance

subsidiaries provided ordinary course lending, trading, and other financial services to BlackRock and Vanguard and their respective affiliates and clients. These transactions were entered into on an arm’s length basis and contain customary terms and conditions and were on substantially the same terms as comparable transactions with unrelated third parties. In 2018, Acciones y Valores Banamex, S.A. de C.V., Servicios Corporativos de Finanzas, S.A. de C.V., and Grupo Financiero Citibanamex, S.A. de C.V. (Citibanamex) entered into an agreement with BlackRock, Inc. and certain of its affiliates pursuant to which BlackRock acquired the asset management business of Citibanamex in Mexico. The transaction included the sale of the Impulsora de Fondos Banamex, S.A. de C.V. (Impulsora) legal vehicle, and its advisory role for 52 mutual funds and certain managed account relationships, and certain intellectual property and vendor contracts required to operate the business. Consideration for the sale consisted of $350 million and certain future payments if defined targets were met. In connection with the closing, Citibanamex and BlackRock also entered into a long-term distribution agreement (the Services Framework Agreement) to offer BlackRock asset management products to Citibanamex clients in Mexico. The agreement provides a framework under which Citibanamex distributes BlackRock products in Mexico and includes terms relating to pricing, preferential access, and product support. Pursuant to this agreement, fees of approximately $75 million were paid to Blackrock in 2022. The Nomination, Governance and Public Affairs Committee reviewed the terms of the sale and approved the transaction in accordance with the Related Party Transactions Policy.

In January 2023, Citibanamex and BlackRock executed an amendment to the Services Framework Agreement (the 2023 Amendment). The 2023 Amendment provides for investment commitments from Citibanamex that are consistent with historical expenditures, and termination of certain rights and guarantees if certain conditions are met. The Nomination, Governance and Public Affairs Committee reviewed and approved the terms of the 2023 Amendment in accordance with the Related Party Transactions Policy, and the Board of Directors of Citigroup Inc. approved the 2023 Amendment in accordance with its Major Expenditure Program.

Citigroup Venture Capital International Growth Partnership II, L.P. is a fund that was formed in 2007. It invests either directly or via a master fund in private equity investments. Citi established this fund in which employees have invested. In addition, certain of our executive officers have from time to time invested their personal funds directly or directed that funds for which they act in a fiduciary capacity be invested, in funds arranged by Citi’s subsidiaries on the same terms and conditions as the other outside investors in these funds, who are not our executive officers or employees. Other than certain “grandfathered” investments, in accordance with Sarbanes-Oxley and the Citi Corporate Governance Guidelines, executive officers were able to invest in certain Citi-sponsored investment opportunities only under certain circumstances and with the approval of the appropriate committee. Executive officers are not eligible to participate in the funds on a leveraged basis. A distribution exceeding $120,000 from Citigroup Venture Capital International Growth Partnership II, L.P. was made to the following executive officer in 2022:

  Current or Former
Executive Officer
Citigroup Venture Capital
International Growth
Partnership II, L.P.
Cash Distribution
 
  Paco Ybarra $236,770  

In 2022, Citi performed corporate banking and securities brokerage services in the ordinary course of our business for certain organizations in which some of our Directors, executive officers, or their family members, are officers or directors. In addition, in the ordinary course of business, Citi may use the products or services of organizations in which some of our Directors, executive officers, or family members, are officers or directors.

The persons listed on page 99 are the current members of the Compensation, Performance Management and Culture Committee. No current or former member of the Compensation, Performance Management and Culture Committee was a part of a “compensation committee interlock” during fiscal year 2022 as described under SEC rules. In addition, none of our executive officers served as a director or member of the compensation committee of another entity that would constitute a “compensation committee interlock.” No member of the Compensation, Performance Management and Culture Committee had any material interest in a transaction with Citi or is a current

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Corporate Governance 39

or former officer of Citi, and no member of the Compensation, Performance Management and Culture Committee is a current employee of Citi or any of its subsidiaries. In addition, no member of the Board, or any immediate family member of the Board, engaged FW Cook for any compensation-related services in 2022.

In 2023, certain previously awarded shares granted to Ms. Desoer when she was an employee of Citigroup vested. During her employment at Citi, Ms. Desoer received shares of Citi common stock awarded under the Capital Accumulation Program. Approximately 8,409 shares vested on January 20, 2023, representing the deferred portion of Ms. Desoer’s annual incentive awards for 2019, which was awarded to her under the Capital Accumulation Program. The shares are reported in the Beneficial Ownership Table on page 43.

A sibling of Sara Wechter, the Head of Human Resources, has been employed by Citi since 2008, first as an intern and then, beginning in 2010, as a full-time employee. She is employed by Citi’s Personal Banking and Wealth Management and received 2022 compensation of $1,501,384. A sister-in-law of Peter Babej, Citi’s CEO of Asia Pacific, has been employed by Citi since 2017 and is currently employed in Citi’s Compliance Group. She received 2022 compensation of $332,297. The compensation for these employees was established by Citi in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Ms. Wechter and Mr. Babej do not have an interest in the employment relationship of, nor do they share a household with, their respective family members who are employees of Citi.

Indebtedness

In accordance with Sarbanes-Oxley and the Citi Corporate Governance Guidelines, no margin loans may be made to any executive officer unless such person is an employee of a broker-dealer subsidiary of Citi and such loan is made in the ordinary course of business.

Certain transactions in excess of $120,000 involving loans, deposits, credit cards, and sales of commercial paper, certificates of deposit, and other money market instruments and certain other banking transactions occurred during 2022 between Citibank, N.A. and other Citi banking subsidiaries on the one hand, and certain Directors or executive officers of Citi, members of their immediate families, corporations or organizations of which any of them is an executive officer or partner or of which any of them is the beneficial owner of 10% or more of any class of securities, or associates of the Directors, the executive officers or their family members, on the other. The transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, that prevailed at the time for comparable transactions with other persons not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable features. Personal loans made to any Director or an executive officer must comply with Sarbanes-Oxley, Regulation O, and the Corporate Governance Guidelines, and must be made in the ordinary course of business.

Citi’s Hedging Policies

Citi’s Corporate Governance Guidelines prohibit the hedging of Citi common stock held by Directors and executive officers, whether the shares of stock are granted as compensation or are otherwise held by the director or executive officer. For this purpose, an executive officer means any person designated by Citi as an “officer” under Section 16 of the Exchange Act.

Citi’s Code of Conduct, which applies to all Citi employees, executive officers and Directors, states that when considering personal investments in Citi securities, an individual must avoid any personal trade or investment in a security, derivative, futures contract, commodity, or other financial instrument if the trade or investment might affect or appear to affect the individual’s ability to make unbiased business decisions for Citi.

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40 Corporate Governance

In addition, Citi’s Personal Trading and Investment Policy (the PTIP) prohibits the hedging in any manner (other than currency hedges) by Covered Persons (including directors and executive officers) of unvested restricted stock or deferred stock awarded as compensation under Citi’s Capital Accumulation Program. The PTIP also prohibits engaging in speculative transactions in Citi securities, including sales of naked calls and speculative option strategies, as well as any other transaction that would benefit from a decline in the value of a Citi security. The PTIP generally allows Covered Persons (excluding directors and executive officers) to hedge vested long positions of then deliverable Citi securities. Covered Persons under the PTIP include (but are not limited to) individuals who 1) may have access to material non-public information regarding Citi, 2) are employed by Citi’s Institutional Clients Group, 3) are FINRA-registered employees or associates of any of Citi’s U.S. broker dealer entities, or 4) work in a securities or advisory business in Citi Personal Wealth Management, as well as certain individuals who are related to Covered Persons. Because directors and executive officers who are Covered Persons under the PTIP are also subject to the hedging policy applicable to directors and executive officers pursuant to the Corporate Governance Guidelines, a proposed transaction by a director or executive officer may be prohibited by application of one policy even if the transaction would be permissible under the other policy.

Finally, Citi maintains policies specific to U.K. and European regulatory requirements. These policies provide that all employees in the applicable countries who receive a portion of their remuneration in stock or any other deferral mechanism designated by Citi must not take out insurance contracts or engage in personal hedging strategies, or remuneration or liability-related contracts of insurance, that undermine, or may undermine, any risk alignment effects of their remuneration arrangements.

Reputation Risk Committees

The Reputation Risk Committees, management-level governance committees, govern the process by which material reputation risks are identified, measured, monitored, controlled and reported, and oversee that appropriate actions are taken in line with the firmwide strategic objectives, risk appetite thresholds, and regulatory expectations, while promoting a culture of risk awareness and high standards of integrity and ethical behavior across the company, consistent with Citi’s Mission and Value Proposition. Regional and Business Reputation Risk Committees may escalate reputation risks for due consideration by the Group Reputation Risk Committee at the corporate level. The Group Reputation Risk Committee may escalate risks to the Nomination, Governance and Public Affairs Committee of the Board or another Committee of the Board, as appropriate.

Ethics, Conduct and Culture

At Citi, our mission is to serve as a trusted partner to our clients by responsibly providing financial services that enable growth and economic progress.

We foster a culture of ethics through our governance framework, programs and efforts that embed our culture and expectations for behavior throughout the organization, and collaboration with key stakeholders outside Citi to improve Citi’s and the banking industry’s culture.

Governance over Culture

The cornerstone of our approach to culture is our governance framework, which begins with a strong “tone from the top” starting with the Citigroup Board of Directors. Citi’s Compensation, Performance Management and Culture Committee of the Board oversees senior management’s sustained focus on efforts to foster a culture of ethics, appropriate conduct, and accountability throughout Citi. For more information, please see the Compensation, Performance Management and Culture Committee Charter, which is set forth on Citi’s website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors' Committee Charters.”

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Corporate Governance 41

With oversight from the Compensation, Performance Management and Culture Committee, senior management has undertaken a number of efforts in support of Citi’s culture, including developing Citi’s Mission and Value Proposition and Leadership Principles. On an ongoing basis, the Compensation, Performance Management and Culture Committee remains responsible for overseeing senior management’s efforts to reinforce sound ethics, responsible conduct and principled culture within Citi, which includes:

overseeing efforts to enhance and communicate Citi’s principles relating to ethics and responsible conduct, and its expectations of employee behavior, including their expression in Citi’s tone from the top and Citi’s Mission and Value Proposition, evaluating management’s progress, and providing feedback on these efforts;
overseeing management’s efforts to support Citi’s desired culture and ethical decision-making in the organization, evaluating management’s progress and providing feedback on these efforts; and
reviewing Citi’s Code of Conduct and Code of Ethics for Financial Professionals.

Programs and Efforts that Embed Culture

To promote a culture of ethics and appropriate conduct, Citi focuses on empowering individuals by establishing global policies, programs, and processes that embed our values throughout the organization and guide and support our employees in making ethical decisions and adhering to Citi’s standards of conduct. Under the oversight of and with input and feedback from the Compensation, Performance Management and Culture Committee, senior management has prioritized a number of efforts to further embed our values and conduct expectations into the organization. The following are a few examples of our programs and associated efforts to set, reinforce, and embed our culture at Citi:

Communications and awareness efforts concerning our Mission and Value Proposition, including Citi-wide videos from senior management articulating our core principles and providing examples of these principles in action.
Embedding the Leadership Principles into key aspects of our employee life cycle, such as hiring and performance reviews.
Training of employees on key culture-related themes, including our Code of Conduct, ethical decision-making, and the importance of leadership.

Code of Ethics for Financial Professionals

The Citi Code of Ethics for Financial Professionals applies to Citi’s Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Controller (Principal Accounting Officer) and all Finance Professionals and Administrative Staff in a finance role, including but not limited to Controllers, Finance & Risk Shared Services (FRSS), Capital Planning, Financial Planning & Analysis, Productivity and Strategy, Treasury, Tax, M&A, Investor Relations and the Regional/Business teams. Citi expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules, and regulations, to deter wrongdoing, and to abide by the Citi Code of Conduct and other policies and procedures adopted by Citi that govern the conduct of its employees. The Code of Ethics for Financial Professionals is intended to supplement the Citi Code of Conduct. A copy of the Code of Ethics for Financial Professionals is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Code of Ethics for Financial Professionals.” We will disclose amendments to, or waivers from, the Code of Ethics for Financial Professionals, if any, on our website.

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42 Corporate Governance

Ethics Hotline

Citi expects members of its workforce to promptly raise concerns if they have any reason to believe that any Citi employee, or anyone working on Citi’s behalf, may have engaged in misconduct, which includes violations or potential violations of law, regulation, rule, or breaches of Citi policy, standard, procedure, or the Citi Code of Conduct. Citi offers several channels by which employees and others may report ethical concerns, including concerns about accounting, internal controls, or auditing matters. We provide a global Ethics Hotline, a toll-free number that is available 24 hours a day, seven days a week, 365 days a year, and is staffed by live operators who can connect to translators to accommodate multiple languages. Calls to the Ethics Hotline are received by a third-party vendor, located in the United States.

Any individual may also raise a concern by accessing the global Ethics Hotline via Citi’s public-facing corporate website. Individuals raising concerns may choose to remain anonymous. We prohibit retaliatory actions against anyone who raises concerns or questions in good faith, or who participates in a subsequent investigation of such concerns.

Code of Conduct

The Board has adopted a Code of Conduct, which provides an overview of certain laws, regulations, and select Citi policies standards, and procedures applicable to the activities of Citi. It also sets forth Citi’s Mission and Value Proposition, as well as the standards of ethics and professional behavior expected of employees and representatives of Citi. The Code of Conduct applies to every director, officer, and employee of Citi and its consolidated subsidiaries. All Citi employees, directors, and officers are required to read and comply with the Code of Conduct. In addition, other persons performing services for Citi may be subject to the Code of Conduct by contract or other agreement. The Code of Conduct is publicly available in multiple languages at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Code of Conduct.”

Communications with the Board

Stockholders or other interested parties who wish to communicate with a member or members of the Board, including the Chair or the non-management Directors as a group, may do so by addressing their correspondence to the Board member or members, c/o the Corporate Secretary, Brent J. McIntosh, Citigroup Inc., 388 Greenwich Street, New York, NY 10013. The Board of Directors has approved a process pursuant to which the office of the Corporate Secretary will review and forward correspondence to the appropriate person or persons for response.

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43

Stock Ownership

Citi has long encouraged stock ownership by its Directors, officers, and employees to align their interests with the long-term interests of stockholders. The Board and executive officers are subject to a stock ownership commitment, which requires these individuals to maintain a minimum ownership level of Citigroup stock. Executive officers are required to retain at least 75% of the equity awarded to them as incentive compensation (net of amounts required to pay taxes and option exercise prices) as long as they are executive officers. In addition, a stock holding period applies after the executive officer leaves Citi or is no longer an executive officer. He or she must retain, for one year after ending executive officer status, 50% of the shares previously subject to the stock ownership commitment. Directors are similarly required to retain at least 75% of the net equity awarded to them, further aligning their interests with stockholders. The Board may revise the terms of the stock ownership commitment from time to time to reflect legal and business developments warranting a change. In addition, Directors and executive officers may not enter into hedging transactions in respect of Citi’s common stock or other securities issued by Citi, including securities granted by the Company to the Director or executive officer as part of his or her compensation and securities purchased or acquired by the Director or executive officer in a non-compensatory transaction. For more information on hedging, please see Citi’s Hedging Policies on pages 39-40.

The following table shows the beneficial ownership of Citi common stock by our Directors, named executive officers, and Directors and executive officers as a group at February 27, 2023. For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person, or group of persons, is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of determination.

BENEFICIAL OWNERSHIP TABLE

  Name   Common
Stock
Beneficially
Owned
Excluding
Options(1)
  Options
exercisable
within
60 days
  Owned by or Tenant in Common with Family Member, Trust, Mutual Fund or 401(K)(2)   Total
Beneficial
Ownership(3)
  Receipt
Deferred(4)
  Total
Ownership(5)
 
  Peter Babej   61,872       61,872   113,809   175,681  
  Ellen M. Costello   50,172     600   50,772   3,353   54,125  
  Grace E. Dailey   7,643       7,643   3,353   10,996  
  Barbara J. Desoer   93,221       93,221   3,353   96,574  
  John C. Dugan   28,777       28,777   3,353   32,130  
  Jane N. Fraser   162,655       162,655   277,869   440,524  
  Duncan P. Hennes   27,503       27,503   3,353   30,856  
  Peter B. Henry   37,484       37,484   3,353   40,837  
  S. Leslie Ireland   13,174       13,174   3,353   16,527  
  Renée J. James   19,897       19,897   3,353   23,250  
  Mark A. L. Mason   57,318     314   57,632   150,805   208,437  
  Gary M. Reiner   30,554       30,554   3,353   33,907  
  Anand Selvakesari   76,627       76,627   127,248   203,875  
  Diana L. Taylor   45,864       45,864   3,353   49,217  
  James S. Turley   28,628       28,628   3,353   31,981  
  Casper W. von Koskull           3,168   3,168  
  Paco Ybarra   85,366     452,473   537,839   504,245   1,042,084  
  Total (28 Directors and Executive Officers as a group)   1,212,573     468,602   1,681,175   2,345,376   4,026,551  
(1)The stock reported for certain Directors in this column includes deferred common stock, which is fully vested and which the Director or Directors have the right to acquire within 60 days.

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44 Stock Ownership

(2)Stock held as a tenant-in-common with a family member or trust, owned by a family member, held by a trust for which the Director or executive officer is a trustee but not a beneficiary, or held by a mutual fund which invests substantially all of its assets in Citi common stock.
(3)At February 27, 2023, no Director or executive officer beneficially owned more than 1% of Citi’s outstanding common stock. At February 27, 2023, all of the Directors and executive officers as a group beneficially owned approximately 0.09% of Citi’s common stock.
(4)Amounts represent Directors’ deferred common stock. Directors receive an award of common stock in January of each year as compensation for their services during such year. 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 common stock subject to an award becomes distributable approximately on the first anniversary of the date of grant.
(5)Total Ownership reflects the amount represented in the Section 16 filings of the relevant Director or Executive Officer.

OWNERS OF MORE THAN 5% OF CITI COMMON STOCK

  Name and Address of Beneficial Owner   Beneficial Ownership   Percent of Class  
  BlackRock, Inc.(a)
55 East 52nd Street, New York, NY 10055
  163,468,812   8.4%  
  The Vanguard Group, Inc.(b)
100 Vanguard Blvd., Malvern, PA 19355
  167,689,164   8.66%  
(a)Based on the Schedule 13G filed with the SEC on February 3, 2023 by BlackRock, Inc. and certain subsidiaries, BlackRock reported that it had sole voting power over 147,309,212 shares and had sole dispositive power over 163,468,812 shares.
(b)Based on the Schedule 13G filed with the SEC on February 9, 2023 by The Vanguard Group, Inc. and certain subsidiaries, Vanguard reported that it had sole voting power over 0 shares; sole dispositive power over 159,373,081 shares; shared voting power over 2,766,224 shares; and shared dispositive power over 8,316,083 shares.

Citi 2023 Proxy Statement

 

   
  45

Proposal 1: Election of Directors

The Board has nominated all of the current Directors for re-election at the 2023 Annual Meeting. On January 11, 2023, the Board elected Casper W. von Koskull to the Board of Directors. Mr. von Koskull was recommended as a candidate for election to Citi’s Board by Spencer Stuart, the Board’s nominating consultant. Directors are not eligible to stand for re-election after reaching the age of 72. If elected, each nominee will hold office until the 2024 Annual Meeting or until his or her successor is elected and qualified.

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 2022, 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, New York 10013. All proposals for nominations 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. When nominating new director candidates, the Nomination, Governance and Public Affairs Committee instructs its recruiting firm to include diverse candidates in each slate. 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:

 

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;

www.citigroup.com

 

   
46 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.

Application of these factors involves the exercise of judgment by the Nomination, Governance and Public Affairs Committee and the Board. In addition, see Board Diversity on page 28 for additional factors considered by the Board when selecting candidates.

Based on its assessment of each candidate’s independence, skills and qualifications and the criteria described above, the Nomination, Governance and Public Affairs Committee will make recommendations regarding potential Director candidates to the Board.

The Nomination, Governance and Public Affairs Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board of Directors, and members of senior management. For the 2023 Annual Meeting, we received timely notice from two stockholders who proposed themselves for consideration to be nominated by the Nomination, Governance and Public Affairs Committee to stand for election at the Annual Meeting. The qualifications of the individuals were discussed at a meeting of the Nomination, Governance and Public Affairs Committee and the views of Spencer Stuart were considered. After deliberation, the Committee decided not to include these two individuals on the slate of candidates it proposed to the full Board for consideration. The Nomination, Governance and Public Affairs Committee used the above-mentioned criteria to evaluate the candidates.

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.

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 47

In evaluating the composition of the Board, the Nomination, Governance and Public Affairs Committee seeks to find and retain individuals who, in addition to having the qualifications set forth in Citi’s Corporate Governance Guidelines, have the skills, experience and abilities necessary to meet Citi’s unique needs as a highly regulated financial services company with operations in the corporate and consumer businesses within the United States and more than 100 countries around the globe. The Committee has determined it is critically important to Citi’s proper operation and success that its Board has, in addition to the qualities described above, expertise and experience in the following areas:

 

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 Executive Management Team. 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’s Personal Banking and Wealth Management, a global leader in banking, credit cards and wealth management, is a critical growth engine for Citi. Globally, Citi continues to introduce industry-leading digital capabilities, redesign the client experience, and embed its services in the most popular social and e-commerce platforms, enabling customers to bank anytime, anywhere, on their channel of choice. Citi looks to its Board members with extensive consumer experience to assist it in evaluating its business model and strategies for reaching and servicing its retail customers domestically and around the world. It is critically important that its Board include members who have consumer-oriented and financial services backgrounds.

     

 

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.

     

 

Citi has a long history as a technology innovator–––Citibank, N.A. was one of the first banks to offer automatic teller machines for its customers during the 1970s. As Citi deploys new technology and platform innovations to gather, process, analyze, and provide information to execute transactions and meet the needs of its clients and customers, Citi must ensure that its operations are efficient and there is a continuous focus on enhancing productivity to meet its operational and strategic goals, while mitigating technology risks through efforts to improve cybersecurity, data privacy, and data management efforts. The Board must include members who have knowledge and experience in technology, including such technology-centric issues as cybersecurity, 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.

 

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48 PROPOSAL 1: ELECTION OF DIRECTORS

 

ESG is a critical business issue, with ties to both risk and opportunity. Citi has been engaged in sustainability for over 20 years and views the environment, sustainability and transparency as important aspects of stockholder and broader stakeholder value. Citi communicates its sustainability and ESG efforts to stockholders, clients and other stakeholders, including its achievements in the areas of environmental sustainability, climate change, net zero, community investment and development, and human rights. Environmental and social issues have the potential to impede corporate plans and long-term performance, which is why it is necessary to have a sustainability-competent Board. Citi’s Board must include members with experience in the areas of climate change and finance, community development, corporate social responsibility and other ESG issues to help Citi navigate these complex and quickly evolving issues and to assist management in evaluating Citi’s ESG policies and programs.

     

 

Citi’s internal controls over financial reporting are designed to ensure that Citi’s financial reporting and its financial statements are prepared in accordance with generally accepted accounting principles. While the Board and its committees are not responsible for preparing our financial statements, they have oversight responsibility, including the selection of outside independent auditors, subject to stockholder ratification, and lead audit engagement partner. The Board must include members with direct or supervisory experience in the preparation of financial statements, as well as finance, audit, and accounting expertise.

     

 

Citi employs approximately 240,000 people in nearly 100 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, diversity, 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.

     

 

Citi provides a wide variety of services to its corporate clients, including strategic and financial advisory services, such as mergers, acquisitions, financial restructurings, loans, foreign exchange, cash management, underwriting and distributing equity, and debt and equity derivative services, markets and securities services, retail structured products, liquidity management, treasury and trade solutions and securities and fund services. With a corporate business as extensive and complex as Citi’s, it is crucial that members of the Board have the depth of understanding and experience necessary to guide management’s conduct of these lines of business.

     

 

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 49

 

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 Federal Deposit Insurance Corporation, 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.

 

www.citigroup.com

 

   

50 PROPOSAL 1: ELECTION OF DIRECTORS

The Nominees

The following tables give information—provided by the nominees—about their principal occupation, business experience, and other matters.

Each nominee’s biography highlights his or her particular skills, qualifications, and experience that support the conclusion of the Nomination, Governance and Public Affairs Committee that the nominee is extremely qualified to serve on Citi’s Board.

       

Board Recommendation

The Board of Directors recommends that you vote FOR each of the following nominees.

 
       

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Former President and Chief Executive Officer, BMO Financial Corporation, and
Former U.S. Country Head, BMO Financial Group

   President and CEO, BMO Financial Corporation and U.S. Country Head, BMO Financial Group – 2011 to 2013

   Group Head, Personal and Commercial Banking, U.S. and President and Chief Executive Officer, BMO Harris Bank N.A., BMO Financial Group – 2006 to 2011

   Vice Chairman and Head, Securitization and Credit Investment Management, Merchant Banking and Head of N.Y. Office, Capital Markets Group, BMO Financial Group – 2000 to 2006

   Executive Vice President, Strategic Initiatives, Capital Markets Group, BMO Financial Group – 2000

●    Executive Vice President and Head, Global Treasury Group, BMO Financial Group – 1997 to 1999

    Senior Vice President and Deputy Treasurer, Global Treasury Group, BMO Financial Group – 1995 to 1997

    Managing Director and Regional Treasurer, Asia Pacific, Global Treasury Group, BMO Financial Group – 1993 to 1994

    Managing Director and Head, North American Financial Product Sales, Global Treasury Group, BMO Financial Group – 1991 to 1993

 

Skills and Qualifications

Ms. Costello is an accomplished financial services executive and through her prominent roles in the areas of Financial Services, Risk Management, Institutional and Consumer Businesses, Financial Reporting, Operations and Technology, and Regulatory and Compliance, has been nominated to serve on the Board. Because Citi is an international financial services company with both consumer and institutional businesses, 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 her current board service at 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.

 

Primary Qualifications

   Consumer Business and Financial Services

   Financial Reporting

   Institutional Business

   Legal, Regulatory and Compliance

Ellen M. Costello
Age: 68
 

Director of Citigroup
since 2016

Other Public
Company Directorships:

Diebold Nixdorf, Inc. (until
April 27, 2023)

Previous Directorships within the last five years:
DH Corporation

Other Activities:
The Economic Club of Chicago (Member)






















 

Citi 2023 Proxy Statement

 

   
PROPOSAL 1: ELECTION OF DIRECTORS 51

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, 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 and has been nominated to serve on the Board because of her extensive skills and knowledge in the areas of Consumer Business and 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, consumer 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

   Consumer Business and Financial Services

   Financial Reporting

   Legal, Regulatory and Compliance

   Risk Management

Grace E. Dailey
Age: 62
 

Director of Citigroup
since 2019

Director of Citibank, N.A.
since 2020

Other Public
Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
None








 

www.citigroup.com

 

   

52 PROPOSAL 1: ELECTION OF DIRECTORS

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Chair
Citibank, N.A.

•   Chair, Citibank, N.A. – April 2019 to Present

•   Chief Executive Officer, Citibank, N.A. – April 2014 to April 2019

•   Chief Operating Officer, Citibank, N.A. – October 2013 to April 2014

•   President, Bank of America Home Loans, Bank of America – 2008 to 2012

•   Global Technology & Operations Executive, Bank of America – 2004 to 2008

 

Skills and Qualifications

Ms. Desoer has been nominated to serve on the Board because of her significant insight into the financial services industry, including client services, and extensive expertise in financial management, risk management and the management of regulatory issues at large financial institutions. She has over 40 years of large bank experience, as the CEO of Citibank, N.A. for five years and a 35-year career at Bank of America, serving in such roles as the President of Bank of America Home Loans and as a Global Technology & Operations Executive. Ms. Desoer’s knowledge of and experience in the financial services qualifies her to serve on Citi’s Board. Her primary qualifications are in the following areas: Consumer Business and Financial Services, and Institutional Business through her roles at Citibank, N.A. and Bank of America; Operations and Technology experience while serving as a Global Technology & Operations Executive at Bank of America where she enabled growth and innovation through technology; Regulatory and Compliance through her service as the CEO of Citibank, N.A. and previously as the head of Citi’s Anti-Money Laundering Program; and Risk Management through her oversight of Citi’s Comprehensive Capital Analysis and Review Process and serving on Citibank’s Risk Management Committee. Ms. Desoer is a significant asset to Citi’s Board because of her expertise in financial regulation, leadership in the operations of a large global financial institution, technology and management.

 

Primary Qualifications

   Consumer Business and Financial Services

   Institutional Business

   Legal, Regulatory and Compliance

   Risk Management

Barbara J. Desoer
Age: 70
 

Director of Citigroup
since 2019

Director of Citibank, N.A.
since 2014

Other Public
Company Directorships:

DaVita Inc.

Previous Directorships within the last five years:
None

Other Activities:
InStride (Advisory Board Member)







 

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 53

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Chair
Citigroup Inc.

•   Chair, Citigroup Inc. – January 2019 to Present

•   Director, Citigroup Inc. – October 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 and 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

   Compensation

   Corporate Governance

   Legal, Regulatory and Compliance

   Risk Management

John C. Dugan
Age: 67
 

Director of Citigroup
since 2017

Other Public
Company Directorships:

None

Previous Directorships within the last five years:
None

Other Activities:
University of Michigan, “Michigan in Washington” program (Advisory Board)












 

www.citigroup.com

 

   

54 PROPOSAL 1: ELECTION OF DIRECTORS

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Chief Executive Officer
Citigroup Inc.

•   Chief Executive Officer, Citigroup Inc. – February 26, 2021 to Present

•   President of Citi – October 2019 to February 2021

•   Chief Executive Officer, Global Consumer Banking – 2019 to 2020

•   Chief Executive Officer, Citi Latin America – 2015 to 2019

•   CEO, U.S. Consumer and Commercial Banking and CitiMortgage – 2013 to 2015

•   Global Head of Citi Private Bank – 2009 to 2013

•   Global Head of Strategy and Mergers & Acquisitions – 2007 to 2009

 

Skills and Qualifications

Ms. Fraser is an experienced financial services executive and finance professional, and has been nominated to serve on the Board because of her extensive experience and expertise in the areas of Corporate and Consumer Businesses, Financial Services, Human Capital Management, Institutional Business, Regulatory and Compliance, and Corporate Affairs. Ms. Fraser has gained leadership experience as the President of Citi, extensive consumer business experience as the CEO of Citi’s Global Consumer Banking business, and as the CEO of Citi’s U.S. Consumer and Commercial Banking and Mortgage businesses. She also has experience in global and institutional business operations as the CEO of Citi Latin America, and strategic planning experience as the Global Head of Strategy and Mergers & Acquisitions. With extensive knowledge and experience with both major business lines at Citi, 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, ESG 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

   Consumer Business and Financial Services

   Human Capital Management

   International Business or Economics

   Legal, Regulatory and Compliance

Jane N. Fraser
Age: 55
 

Director of Citigroup
since 2020

Director of Citibank, N.A.
since 2020

Other Public
Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
Council on Foreign Relations (Member), Harvard Business School (Board of Dean’s Advisors), and Stanford Advisory Board (Member)










 

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 55

 

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 – June 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 and has been nominated to serve on the Board because of his considerable expertise in the areas of Compensation, Financial Services, Risk Management, Financial Reporting, Institutional Business, and Regulatory and Compliance. Because Citi is an international financial services company with a significant institutional business and a need to ensure proper risk management, having an executive, like Mr. Hennes, with extensive institutional and risk management experience, enables the Board to provide knowledgeable oversight of its institutional business and its risk management function. In his role as the Co-Founder of Atrevida Partners, LLC and his prior experience at Promontory Financial Group and Bankers Trust Corporation, Mr. Hennes has developed wide-ranging skills and experience in financial services, regulatory compliance, corporate and investment banking, and securities and trading. While at Bankers Trust Corporation, Mr. Hennes 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

    Compensation

   Institutional Business

   Legal, Regulatory and Compliance

   Risk Management

Duncan P. Hennes
Age: 66
 

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

Other Public
Company Directorships:

RenaissanceRe Holdings Ltd.

Previous Directorships within the last five years:
None

Other Activities:
None














 

www.citigroup.com

 

   

56 PROPOSAL 1: ELECTION OF DIRECTORS

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University

•     Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University – September 2022 to Present

•     Dean Emeritus and W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business – December 2017 to September 2022

•     Dean, New York University, Leonard N. Stern School of Business – January 2010 to December 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 or Economics, Financial Services, Risk Management, Financial Reporting, Institutional Business, Human Capital Management, and Corporate Governance. As a renowned international economist, he shares important perspectives with the Board on emerging markets, which is a focus of Citi’s strategy. The experience he gained in his role as Dean of the Leonard N. Stern School of Business enables him to provide an important perspective to the Board’s discussions on public affairs, financial, and operational matters. As a member of the Board of Nike, Inc. and its Audit, Corporate Responsibility and Sustainability, and Governance Committees, Mr. Henry has gained knowledge about the consumer business environment, sustainability issues, and governance. Mr. Henry’s governmental advisory roles, including leadership of President Obama’s Transition Team’s review of international lending agencies and his service as an economic advisor to governments in developing and emerging markets, have given him valuable insights and perspectives on international business and financial services. Mr. Henry brings to the Board experience in executive leadership at a large private university, including a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world.

 

Primary Qualifications

   Corporate Governance

   ESG

   Human Capital Management

   International Business or Economics

Peter B. Henry
Age: 53
 

Director of Citigroup
since 2015

Other Public Company Directorships:
Nike, Inc.

Previous Directorships within the last five years:
General Electric Company

Other Activities:
National Bureau of Economic Research (Board), The Economic Club of New York (Board), Protiviti (Advisory Board), Biospring Partners (Advisory Board), Makena Capital (Advisory Board) and Two Bridges Football Club (Board)












 

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 57

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence

•   Assistant Secretary and Head of the Office of Intelligence and Analysis, U.S. Department of the Treasury – 2010 to 2016

•   National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence – 2010 to 2016

•   President’s Daily Intelligence Briefer – 2008 to 2010

•   Iran Mission Manager – 2005 to 2008

•   Executive Advisor to the Director and Deputy Director on Central Intelligence, CIA – 2004 to 2005

•   Various Leadership, Staff and Analytical positions (classified), CIA – 1985 to 2003

 

Skills and Qualifications

Ms. Ireland, former Assistant Secretary for Intelligence and Analysis for the U.S. Department of the Treasury and National Intelligence Manager for Threat Finance, brings to Citi significant knowledge and expertise from her career in financial intelligence and cybersecurity, both in the U.S. and internationally. Ms. Ireland has been nominated to serve on the Board because of her experience in the areas of Institutional Business and Economics, Cybersecurity and Data Management, Regulatory and Compliance, and Risk Management. During her service to the U.S. Government, Ms. Ireland provided global economic and financial intelligence, developed and strengthened infrastructure to protect U.S. national security, and advised and oversaw financial intelligence processes. Ms. Ireland is able to offer unique insight and perspective to Citi’s Board on financial threats faced by organizations in the public and private sectors, including cybersecurity and money laundering. Ms. Ireland’s expertise in protecting IT systems from internal and external cybersecurity threats, and setting and evaluating organizational risks, helps enhance the Board’s oversight of cybersecurity and risk management practices.

 

Primary Qualifications

   Cybersecurity and Data Management

   International Business or Economics

   Legal, Regulatory and Compliance

   Risk Management

S. Leslie Ireland
Age: 63
 

Director of Citigroup
since 2017

Director of Citibank, N.A.
since 2017

Other Public
Company Directorships:
KnightSwan Acquisition Corp.

Previous Directorships within the last five years:
None

Other Activities:
The Stimson Center (Board) and Chubb Insurance (Cyber Advisory Board)










 

www.citigroup.com

 

   

58 PROPOSAL 1: ELECTION OF DIRECTORS

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Founder, Chair and CEO, Ampere Computing

•   Founder, Chair and CEO, Ampere Computing – February 2017 to Present

•   Operating Executive, The Carlyle Group – February 2016 to Present

•   President, Intel Corporation – 2013 to 2016

•   Executive Vice President of Intel Corporation – 2004 to 2013

•   Group Vice President and General Manager, Software Development – 2001 to 2004

•   Chief Operating Officer, Intel Online Solutions – 1999 to 2001

•   Chief of Staff to Intel Founder, Chairman and CEO Andrew Grove – 1995 to 1999

 

Skills and Qualifications

Ms. James is a seasoned technology leader with broad international operations experience managing large-scale, complex global operations. An accomplished operational executive, Ms. James has been nominated to serve on the Board because of her expertise in the areas of Technology, Cybersecurity and Data Management, Risk Management, Human Capital Management, and International and Consumer Businesses. Through her 28-year career as a technology executive at Intel and in her current role as Founder, Chair and CEO of Ampere Computing, a private technology company, and her role as Operating Executive with the Media and Technology Practice at The Carlyle Group, 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. Through her career at Intel and her 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

   Consumer Business and Financial Services

   Cybersecurity and Data Management

   Human Capital Management

   Risk Management

Renée J. James
Age: 58
 

Director of Citigroup
since 2016

Other Public Company Directorships:
Oracle Corporation

Previous Directorships within the last five years:
Sabre Corporation and Vodafone Group Plc

Other Activities:
President’s National Security Telecommunications Advisory Committee (Member and Prior Chair) and University of Oregon (Trustee)











 

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 59

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Operating Partner
General Atlantic LLC

•   Operating Partner, General Atlantic LLC – September 2010 to Present

•   Senior Vice President and Chief Information Officer, General Electric Company – 1996 to 2010

•   Partner, Boston Consulting Group – 1986 to 1991

 

Skills and Qualifications

Mr. Reiner is an experienced executive and has been nominated to serve on the Board because of his experience in the areas of Cybersecurity and Data Management, Financial Reporting, Compensation, Corporate Governance, and International and Consumer Businesses. In his current role as Operating Partner of General Atlantic LLC, 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

   Compensation

   Consumer Business and Financial Services

   Cybersecurity and Data Management

   International Business or Economics

Gary M. Reiner
Age: 68
 

Director of Citigroup
since 2013

Other Public
Company Directorships:

Hewlett Packard Enterprise Company

Previous Directorships within the last five years:
Box Inc.

Other Activities:
None











 

www.citigroup.com

 

   

60 PROPOSAL 1: ELECTION OF DIRECTORS

 

Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Former Superintendent of Banks, State of New York

•   Vice Chair, Solera Capital LLC – July 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 and has been nominated to serve on the Board because of her wide-ranging experience in the areas of Financial Services, Institutional Business, 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 and corporate business 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

    Compensation

   Corporate Governance

   ESG

   Legal, Regulatory and Compliance

Diana L. Taylor
Age: 68
 

Director of Citigroup
since 2009

Director of Citibank, N.A.

since 2020

Other Public Company Directorships:
Brookfield Asset
Management

Previous Directorships within the last five years:
Sotheby’s

Other Activities:
Accion (Chair), Columbia Business School (Board of Overseers), Girls Educational & Mentoring Services (GEMS) (Member), Friends of Hudson River Park (Chair), Ideas42, Mailman School of Public Health (Board of Overseers), The Economic Club of New York, Council on Foreign Relations (Member), Hot Bread Kitchen (Board Chair), Cold Spring Harbor Lab (Member) and New York City Ballet (Board Chair)











 

Citi 2023 Proxy Statement

 

   

PROPOSAL 1: ELECTION OF DIRECTORS 61

 

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 June 2013

•   Regional Managing Partner, Ernst & Young – 1994 to 2001

 

Skills and Qualifications

Mr. Turley, the retired Global Chair and CEO of Ernst & Young, brings to Citi his insights and expertise from his exceptional career in the accounting profession, both in the U.S. and internationally, as well as his executive experience from leading a major public accounting firm. Mr. Turley has been nominated to serve on the Board because of his extensive knowledge and expertise in the areas of Financial Reporting, Corporate Affairs, International Business, Human Capital Management, Legal, Regulatory and Compliance, and Risk Management. As Chair of the Audit Committee and a member of the Risk Management Committee, Mr. Turley adds significant value to the Board’s oversight of financial reporting, regulatory matters, compliance, internal audit, legal issues, and risk management. Having served as Chair and CEO of Ernst & Young, he has developed significant expertise in the areas of compensation, litigation, and corporate governance. Mr. Turley, the former Chairman of the Board of Catalyst, is recognized as a champion of diversity, having received the prestigious Crystal Leadership Award for his support of equal marketplace access for women and the groundbreaking programs he oversaw at Ernst & Young that enable the strategic development of women-owned businesses, and provides guidance to Citi on diversity matters as well.

 

Primary Qualifications

   Financial Reporting

   Human Capital Management

   Legal, Regulatory and Compliance

   Risk Management

James S. Turley
Age: 67
 

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

Other Public Company Directorships:
Emerson Electric Co., Northrop Grumman Corporation and Precigen, Inc.

Previous Directorships within the last five years:
None

Other Activities:
Boy Scouts of America (past Chair), Municipal Theatre Association of St. Louis (past Chair), and Forest Park Forever (Board Member)














 

www.citigroup.com

 

   
62 PROPOSAL 1: ELECTION OF DIRECTORS
Name and Age at
Record Date
  Position, Principal Occupation, Business Experience and Directorships
 

Former President and Group Chief Executive Officer, Nordea Bank Abp

•     Former President and Group Chief Executive Officer, Nordea Bank Abp – 2015 to 2019

•     Executive Vice President and Head, Wholesale Banking, Nordea Bank Abp – 2011 to 2015

•     Executive Vice President and Head, Corporate Merchant Banking & Capital Markets, Nordea Bank Abp – 2010 to 2011

•     Managing Director and Partner; Head, Nordic Investment Banking, Goldman Sachs International – 2006 to 2010

•     Head, European Technology Banking, Goldman Sachs International – 2002 to 2006

•     Managing Director, Nordic M&A, Goldman Sachs International – 1998 to 2002

•     Managing Director, Nordic Investment Banking, UBS AG – 1994 to 1998

•     Head, Derivatives Marketing & Structuring, German Corporate Clients, Citibank – 1992 to 1994

 

Skills and Qualifications

Mr. von Koskull is an experienced international financial services executive and has
been nominated to serve on the Board because of his extensive experience in the
areas of Institutional and International Businesses, Regulatory and Compliance,
Risk Management, and ESG 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, most recently serving as President and Group Chief Executive Officer. He returns to Citi after overseeing derivatives marketing and structuring, leveraged finance, Nordic corporate coverage operations, and investment banking at the firm and at Goldman Sachs. Mr. von Koskull’s background as a financial services executive in Europe, an important region for Citi, will enhance the Board’s oversight of Citi’s European operations. His service on the boards of private entities engaged in addressing ESG and sustainability issues in Europe will be beneficial to Citi as the knowledge and experience he has gained will strengthen the Board’s oversight of Citi’s ESG, sustainability and net zero initiatives, among others. His experience as a leader of a foreign bank in a heavily regulated industry will enable 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

   ESG

   Institutional Business

   International Business or Economics

   Legal, Regulatory and Compliance

Casper W. von Koskull
Age: 62
 

Director of Citigroup
since 2023

Other Public Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
European Business Leaders’
Convention (Chair) and Advancement of Finnish Securities Markets (Board Member)














 

Citi 2023 Proxy Statement

 

   
PROPOSAL 1: ELECTION OF DIRECTORS 63

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.

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.
 
Fees for Service on Citi’s Board Committees, Citibank’s Board, and other Board Service
 

●   A Citi Director who serves as Chair of the Audit Committee, Compensation, Performance Management and Culture Committee, Risk Management Committee, Technology Committee, or certain ad hoc committees is entitled to an annual $50,000 Committee Chair Fee per committee. A Director who serves as Chair of any other Committee or certain ad hoc committees is entitled to an annual $35,000 Committee Chair Fee per committee. A Citi Director who serves as a member of the Audit Committee, Compensation, Performance Management and Culture Committee, Risk Management Committee, Technology Committee, or certain ad hoc committees is entitled to an annual $30,000 Committee Fee per committee. A Citi Director who serves as a member of the Nomination, Governance and Public Affairs Committee or certain ad hoc committees is entitled to an annual $15,000 Committee Fee per committee. Directors also receive compensation for their service on the Transformation Oversight Committee. The Transformation Oversight Committee is an ad hoc committee. The Chair of the Transformation Oversight Committee is entitled to an annual $50,000 Committee Chair Fee, and each member is entitled to an annual $30,000 Committee Fee. In addition, each Program Lead Director for the Transformation Oversight Committee receives an additional fee of $20,000. Directors are permitted to receive all or a part of their Committee Fee(s) and Committee Chair Fee(s) in common stock.

●   Mses. Dailey, Desoer, Fraser, Ireland, and Taylor and Messrs. Hennes and Turley serve on Citibank’s Board of Directors. Each non-employee Director of Citibank is entitled to receive $25,000 as an annual cash retainer. The Chair of Citibank’s Board is entitled to an annual $50,000 Chair Fee.

●   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 65-66.

●   Ms. Taylor served on the Board of Citigroup Global Markets Limited (CGML), an international subsidiary Board of Citi, until April 2022. Mr. Henry joined the Board of CGML on September 1, 2022.

www.citigroup.com

 

   

64 PROPOSAL 1: ELECTION OF DIRECTORS

 

Chair Compensation
 

Since Mr. Dugan’s initial appointment as Citi’s Chair in 2019, his annual total compensation from Citi has been $725,000. The Board believes this amount is appropriate in light of the virtually full-time nature of the Chair’s responsibilities, Mr. Dugan’s extensive experience and knowledge of the regulatory environment, and the compensation paid for similar roles among direct competitors, including U.S. and non-U.S. banks as well as other high-profile global organizations. Since October of 2020, Mr. Dugan has also played an active and important role in connection with Citi’s Transformation Program, including chairing the Transformation Oversight Committee, as Citi seeks to drive excellence in its risk and control environment, operations, and service to clients.

The components of Mr. Dugan’s compensation include a Chair Fee of $500,000 plus fees that all directors receive, which include the Retainer and Deferred Stock Award that total $225,000, as described above. These amounts remain unchanged from the amounts approved prior to Mr. Dugan’s appointment as Chair. While Mr. Dugan actively serves as the Chair and a member of the Compensation, Performance Management and Culture Committee and participates in four other Board Committees of which he is a member—Audit; Nomination, Governance and Public Affairs; Risk Management; and Technology—as well as certain ad hoc committees of which he is a member, he waives all Committee Fees to which he is entitled.

 

What We Do   What We Don’t Do

✓   Citi’s Director Compensation Program is primarily equity based.

✓   Directors have a robust Stock Ownership Commitment.

✓   The maximum number of shares subject to awards to an individual Director in a calendar year, taken together with any cash fees paid during the calendar year to the Director for services as a member of the Board, may not exceed $1 million in value. While the Board may approve a higher limit for the non-Executive Chair, as noted above, amounts to be paid to the Chair are substantially below the $1 million cap.

 

û   Directors who are employees of Citi or its subsidiaries do not receive any compensation for their services as Directors.

û   Directors are not paid Meeting Fees.

û   Citi does not offer a Retirement Program for its Directors.

û   Directors are not permitted to hedge or pledge their Citi common stock or engage in speculative trading in Citi's common stock. For more information on hedging, please see Citi’s Hedging Policies on pages 39-40.

Citi 2023 Proxy Statement

 

   
PROPOSAL 1: ELECTION OF DIRECTORS 65

The following table provides information on 2022 compensation for non-employee Directors:

2022 DIRECTOR COMPENSATION

 

Name

 

Fees Earned
or Paid in Cash
($)
(1)

 

Stock
Awards
($)
(2)

 

Total
($)

 
 

Ellen M. Costello

   

$265,000

   

$150,000

   

$415,000

 
 

Grace E. Dailey

   

$222,500

   

$150,000

   

$372,500

 
 

Barbara J. Desoer

   

$310,000

   

$150,000

   

$460,000

 
 

John C. Dugan

   

$575,000

   

$150,000

   

$725,000

 
 

Duncan P. Hennes

   

$310,000

   

$150,000

   

$460,000

 
 

Peter B. Henry

   

$227,083

   

$150,000

   

$377,083

 
 

S. Leslie Ireland

   

$193,750

   

$150,000

   

$343,750

 
 

Lew W. (Jay) Jacobs, IV*

   

$93,750

   

$75,000

   

$168,750

 
 

Renée J. James

   

$265,000

   

$150,000

   

$415,000

 
 

Gary M. Reiner

   

$180,000

   

$150,000

   

$330,000

 
 

Diana L. Taylor

   

$255,000

   

$150,000

   

$405,000

 
 

James S. Turley

   

$260,000

   

$150,000

   

$410,000

 
 

Deborah C. Wright*

   

$78,750

   

$75,000

   

$153,750

 
 

Ernesto Zedillo Ponce de Leon*

   

$63,750

   

$75,000

   

$138,750

 
*Ms. Wright and Messrs. Jacobs and Zedillo retired from Citi's Board on April 26, 2022 and their stock award was pro-rated.
(1)Directors may elect to receive all or a portion of the cash retainer in the form of Citi common stock and may elect to defer receipt of Citi common stock. Certain Directors elected to defer receipt of the shares. Ms. Costello elected to receive all of her Citigroup 2022 cash retainer and Committee Fees in deferred stock as represented in the chart below. Mr. Dugan elected to split his Chair Fee with 50% in deferred stock and 50% in cash. Mr. Reiner elected to receive his cash retainer in stock (100%) but did not elect to defer receipt of his retainer; therefore, his 3,596 shares were distributed to him quarterly on January 1, April 1, July 1, and October 1. The price used to determine the number of shares awarded was the average consolidated NYSE closing price of Citigroup common stock for the first 10 days of the last month of the quarter.
     

Fees Paid Currently in Cash ($)

 

Deferred Fees
To Be Paid in Stock

 
       

Number of Units

 

Value of Units

 
 

Ellen M. Costello

   

 

5,295

 

$

265,000

 
 

Grace E. Dailey

   

$222,500

 

   

 
 

Barbara J. Desoer

   

$310,000

 

   

 

John C. Dugan

   

$325,000

 

4,996

 

$

250,000

 
 

Duncan P. Hennes

   

$310,000

 

   

 
 

Peter B. Henry

   

$227,083

 

   

 

S. Leslie Ireland

 

$193,750

 

   

 
 

Lew W. (Jay) Jacobs, IV*

   

$93,750

 

   

 
 

Renée J. James

   

$265,000

 

   

 

Gary M. Reiner

 

 

   

 
 

Diana L. Taylor

   

$255,000

 

   

 
 

James S. Turley

   

$260,000

 

   

 

Deborah C. Wright*

 

$78,750

 

   

 
 

Ernesto Zedillo Ponce de Leon*

   

$63,750

 

   

 
*Ms. Wright and Messrs. Jacobs and Zedillo retired from Citi's Board on April 26, 2022 and their stock awards were pro-rated.

www.citigroup.com

 

   
66 PROPOSAL 1: ELECTION OF DIRECTORS
(2)The values in this column represent the aggregate grant date fair values of the 2022 Deferred Stock Awards as computed in accordance with ASC 718. The number of deferred shares paid to each Director is the grant date fair value based on a grant date of February 10, 2022 and dividing the grant date fair value of the award by a grant price determined by the average NYSE closing prices of Citi’s common stock on the immediately preceding five trading days. The amounts in the chart below represent Deferred Stock Awards only and not shares awarded in lieu of the cash retainer and/or Chair or Committee Chair Fees. The grant date fair value of the Deferred Stock Awards is set forth below:
 

Director

 

Deferred Stock Granted in 2022
(#)

 

Grant Date
Fair Value
($)

 
 

Ellen M. Costello

 

2,255

   

$150,000

 
 

Grace E. Dailey

 

2,255

   

$150,000

 
 

Barbara J. Desoer

 

2,255

   

$150,000

 
 

John C. Dugan

 

2,255

   

$150,000

 
 

Duncan P. Hennes

 

2,255

   

$150,000

 
 

Peter B. Henry

 

2,255

   

$150,000

 
 

S. Leslie Ireland

 

2,255

   

$150,000

 
 

Lew W. (Jay) Jacobs, IV*

 

1,127

   

$75,000

 
 

Renée J. James

 

2,255

   

$150,000

 
 

Gary M. Reiner

 

2,255

   

$150,000

 
 

Diana L. Taylor

 

2,255

   

$150,000

 
 

James S. Turley

 

2,255

   

$150,000

 
 

Deborah C. Wright*

 

1,127

   

$75,000

 
 

Ernesto Zedillo Ponce de Leon*

 

1,127

   

$75,000

 
*Ms. Wright and Messrs. Jacobs and Zedillo retired from Citi's Board on April 26, 2022 and their stock awards were pro-rated.

The aggregate number of shares of deferred stock outstanding for each Director at the end of 2022 was:

     

2022

 
 

Ellen M. Costello

 

46,251

 
 

Grace E. Dailey

 

4,858

 
 

Barbara J. Desoer

 

4,632

 
 

John C. Dugan

 

21,960

 
 

Duncan P. Hennes

 

27,090

 
 

Peter B. Henry

 

32,370

 
 

S. Leslie Ireland

 

12,619

 
 

Lew W. (Jay) Jacobs, IV*

 

3,557

 
 

Renée J. James

 

19,897

 
 

Gary M. Reiner

 

4,632

 
 

Diana L. Taylor

 

45,863

 
 

James S. Turley

 

27,090

 
 

Deborah C. Wright*

 

3,694

 
 

Ernesto Zedillo Ponce de Leon*

 

32,792

 
*Ms. Wright and Messrs. Jacobs and Zedillo retired from Citi's Board on April 26, 2022 and their stock awards were pro-rated.

Citi 2023 Proxy Statement

 

   
67

Audit Committee Report

The Audit Committee (Committee) operates under a charter that specifies the scope of the Committee’s responsibilities and how it carries out those responsibilities.

The Board of Directors has determined that all six members of the Committee are independent based upon the standards adopted by the Board, which incorporate the independence requirements under applicable laws, rules and regulations.

Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, Citigroup’s independent registered public accounting firm (independent auditors) is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Committee’s responsibility is to monitor and oversee these processes and procedures. The members of the Committee are not professionally engaged in the practice of accounting or auditing and are not professionals in these fields. The Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Committee also relies on the opinions of the independent auditors of the consolidated financial statements and the effectiveness of internal control over financial reporting.

The Committee’s meetings facilitate communication among the members of the Committee, management, the internal auditors, and Citigroup’s independent auditors. The Committee separately met with each of the internal and independent auditors with and without management, to discuss the results of their examinations and their observations and recommendations regarding Citigroup’s internal controls. The Committee discussed with the independent auditors the matters required to be discussed by the applicable requirements of the PCAOB.

The Committee reviewed and discussed the audited consolidated financial statements of Citigroup as of and for the year ended December 31, 2022 with management, the internal auditors, and Citigroup’s independent auditors.

The Committee has received the written disclosures required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence.” The Committee discussed with the independent auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence.

The Committee has reviewed and approved the amount of fees paid to the independent auditors for audit, audit-related and tax compliance, and other services. The Committee concluded that the provision of services by the independent auditors did not impair their independence.

Based on the above-mentioned review and discussions, and subject to the limitations on our role and responsibilities described above and in the Committee charter, the Committee recommended to the Board that Citigroup’s audited consolidated financial statements be included in Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.

The Audit Committee:

James S. Turley (Chair)
Ellen M. Costello
Grace E. Dailey
John C. Dugan
Duncan P. Hennes
Renée J. James

Dated: March __, 2023

www.citigroup.com

 

   
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Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee has selected KPMG LLP (KPMG) as the independent registered public accounting firm of Citi for 2023. KPMG has served as the independent registered public accounting firm of Citi and its predecessors since 1969.

Arrangements have been made for representatives of KPMG to attend the 2023 Annual Meeting. The representatives will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate stockholder questions.

Disclosure of Independent Registered Public Accounting Firm Fees

The following is a description of the fees earned by KPMG for services rendered to Citi for the years ended December 31, 2021 and 2022:

     

2022

 

2021

 
     

(in millions of dollars)

 
 

Audit Fees

 

$77.7

 

$72.9

 
 

Audit-Related Fees

 

$20.0

 

$21.3

 
 

Tax Fees

 

$5.2

 

$5.9

 
 

All Other Fees

 

$0.0

 

$0.0

 
 

Total Fees

 

$102.9

 

$100.1

 

 

Audit Fees

This includes fees earned by KPMG in connection with the annual integrated audits of Citi’s consolidated financial statements and internal control over financial reporting under Sarbanes-Oxley Section 404, audits of subsidiary financial statements, comfort letters and consents related to SEC registration statements, and other capital-raising activities and certain reports relating to Citi’s regulatory filings, reports on internal control reviews required by regulators, evaluation of accounting for completed transactions, and reviews of Citi’s interim financial statements.

Audit-Related Fees

This includes fees for services performed by KPMG that are closely related to audits and in many cases could only be provided by our independent registered public accounting firm. Such services may include accounting consultations, internal control reviews not required by regulators, securitization-related services, employee benefit plan audits, certain attestation services as well as certain agreed upon procedures, and due diligence services related to contemplated mergers and acquisitions.

Tax Fees

This includes preparation and review of corporate tax returns, expense allocation reports for tax purposes, and other tax compliance services.

All Other Fees

Citi engaged KPMG for one service in 2021 classified under “All Other Fees.” The aggregate fee amount of $10,393 is included in the total amount; however, due to rounding, this fee is not represented in the “All Other Fees” column. There is no service provided under this fee category in 2022.

Citi 2023 Proxy Statement

 

   
69

Approval of Independent Registered Public Accounting Firm Services and Fees

Citi’s Audit Committee has reviewed and approved all fees earned in 2021 and 2022 by Citi’s independent registered public accounting firm and actively monitored the relationship between audit and non-audit services provided. The Audit Committee has concluded that the fees earned by KPMG were consistent with the maintenance of the external auditors’ independence in the conduct of its auditing functions.

The Audit Committee must pre-approve all services provided and fees earned by Citi’s independent registered public accounting firm. The Audit Committee annually considers the provision of audit services and, if appropriate, pre-approves certain defined audit fees, audit-related fees, and tax-compliance fees with specific dollar-value limits for each category of service. The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved (e.g., internal control and certain tax compliance engagements) or that exceed pre-approved fee amounts. On an interim basis, any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regular meeting.

The Accounting Firm Engagement Standard is the primary basis upon which management ensures the independence of its independent registered public accounting firm. Administration of the Standard is centralized in, and monitored by, Citi senior corporate financial management, which reports the engagements earned by KPMG throughout the year to the Audit Committee. The Standard also includes limitations on the hiring of KPMG partners and other professionals to ensure that Citi satisfies applicable auditor independence rules.

KPMG has served as the independent registered public accounting firm of Citi and its predecessors since 1969. As in prior years, Citi and its Audit Committee have engaged in a review of KPMG in connection with the Audit Committee’s consideration of whether to recommend that stockholders ratify the selection of KPMG as Citi’s independent auditor for the following year. In that review, the Audit Committee considers both the continued independence of KPMG and whether retaining KPMG is in the best interests of Citi and its stockholders. Citi’s management prepares an annual assessment of KPMG for the Audit Committee that includes (i) the results of a management survey of KPMG’s overall performance; (ii) review of external data on audit quality and performance, including recent PCAOB reports on KPMG and its peer firms; (iii) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform Citi’s annual audit; and (iv) KPMG’s fees and services provided to Citi both on an absolute basis, noting, of course, that KPMG does not provide any non-audit services, other than those described in the Proxy Statement, to Citi, and compared to services provided by other auditing firms to peer institutions. In addition, KPMG reviews with the Audit Committee its analysis of its independence in accordance with the Accounting Firm Engagement Standard and PCAOB Rule 3526. In performing its analysis, the Audit Committee considered the length of time KPMG has been Citi’s independent auditor, the breadth and complexity of Citi’s business and its global footprint and the resulting demands placed on its auditing firm in terms of expertise in Citi’s businesses, the quantity and quality of staff, and global reach. The Audit Committee recognized the ability of KPMG to provide both the necessary expertise to audit Citi’s business and the matching global footprint to audit Citi worldwide and other factors, including the policies that KPMG follows with respect to rotation of the key audit personnel, so that there is a new partner-in-charge at least every five years. Citi’s Audit Committee oversees the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-year mandatory rotation period. At the Audit Committee’s instruction, KPMG selects candidates to be considered for the lead engagement partner role, who are then interviewed by members of Citi’s senior management. After considering the candidates recommended by KPMG, senior management makes a recommendation to the Audit Committee regarding the new lead engagement partner. After discussing the qualifications of the proposed lead engagement partner with the current lead engagement partner and senior leadership of KPMG, the members of the Audit Committee, individually and/ or as a group, interview the leading candidate. The Audit Committee then considers the appointment and votes as an Audit Committee on the selection. Based on the results of its review this year, the Audit Committee concluded that KPMG is independent and that it is in the best interests of Citi and its investors to appoint KPMG to serve as Citi’s independent registered accounting firm for 2023.

       

Board Recommendation

The Board recommends a vote FOR ratification of KPMG as Citi’s independent registered public accounting firm for 2023.

 
       

www.citigroup.com

 

   
70  

Proposal 3: Advisory Vote to Approve Our 2022 Executive Compensation

We are seeking a nonbinding, advisory vote approving the compensation of our named executive officers disclosed in this Proxy Statement, as required by Section 14A and Rule 14a-21(a) of the Securities Exchange Act of 1934. We ask for this advisory vote annually. You are asked to vote on the following nonbinding advisory resolution:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.

Board Recommendation

The Board recommends a vote FOR Proposal 3, which is advisory approval of our executive compensation as disclosed in this Proxy Statement.

  

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis is organized into the following sections:

2022 Named Executive Officer Annual Compensation and Compensation Rationale (page 71)
Our Compensation Philosophy (page 74)
2022 Citi Performance (page 75)

  Financial Pillar (page 75)
  Risk and Control Management Pillar (page 76)
  Leadership Pillar (page 77)
  Client and Franchise Pillar (page 79)

2022 NEO Performance (page 81)
Components of Our Incentive Compensation Program (page 87)

  Elements of Annual Compensation (page 87)
  Performance Share Units (page 87)
  Deferred Stock Awards (page 89)

Transformation Bonus Program (page 90)
Compensation Process and Governance (page 92)

  Our Annual Compensation Process (page 92)
  Our Compensation Peer Group (page 93)
  Clawback Provisions (page 95)
  Compensation Governance Practices (page 96)

The 2022 Summary Compensation Table, and accompanying tables and narrative disclosure, follow this Compensation Discussion and Analysis, beginning on page 100.

As used throughout this Proxy Statement, Citi’s revenues and expenses excluding divestiture-related impacts, Tangible Book Value per Share and Return on Tangible Common Equity are each non-GAAP financial measures. Annex A includes an explanation of how such measures are defined and determined from GAAP measures.

Citi 2023 Proxy Statement

 

   
PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2022 EXECUTIVE COMPENSATION 71

 

2022 Named Executive Officer Annual Compensation and Compensation Rationale

2022 COMPENSATION DECISIONS

The Compensation Committee approved the annual compensation described below for our named executive officers for 2022 performance(1):

      1   2   3   4   5  
  Name   Base Salary(2)   Cash Bonus(2)   Performance
Share Units(3)
    Deferred
Stock(3)
  Total Compensation for 2022 (sum of columns 1-4)  
  Jane Fraser   $1,500,000   $3,450,000     $11,500,000     $8,050,000   $24,500,000  
  Mark Mason   1,000,000   5,216,000     3,912,000     3,912,000   14,040,000  
  Paco Ybarra(4)   7,963,258           14,596,742   22,560,000  
  Anand Selvakesari   1,000,000