Table of Contents

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.            )

Filed by the Registrant [X]
Filed by a Partyparty other than the Registrant [   ] 
 
Check the appropriate box:
 
[   ]      Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material Pursuant tounder §240.14a-12

 Citigroup Inc. 
 (Name of Registrant as Specified In Its Charter) 
 
     
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box)all boxes that apply):
[X]      No fee required.required

[   ]

 

Fee paid previously with preliminary materials

[   ]

Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
[   ]Fee paid previously with preliminary materials.
[   ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:


Table of Contents



 
20192022Citigroup Inc.
2022 Notice of Annual
Meeting and
and Proxy Statement
           



April 16, 201926, 2022
9:00 a.m. Eastern Time



Virtual Annual Meeting Location:Site:
Citi’s Headquarters
388 Greenwich Street
New York, New York 10013www.virtualshareholdermeeting.com/CITI2022




Table of Contents




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

 

 

March 6, 201915, 2022

 

Dear Shareholder:Stockholder:

We cordially invite you to attend Citi’s 20192022 Annual Meeting. The Annual Meeting, which will be held on Tuesday, April 16, 2019,26, 2022, at 9:00 a.m. at Citi’s Headquarters, 388 Greenwich Street, New York, New York 10013. DirectionsEastern Time. This year’s Annual Meeting will be held in a virtual format through a live webcast to support the health, well-being, and convenience of our stockholders, employees, and directors. We will provide the webcast of the Annual Meeting location are provided in the Proxy Statement.at www.virtualshareholdermeeting.com/CITI2022.

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

Although I have served as a Citi Director for over a year, and represented the Board as independent counsel for the two prior years, the 2019 Annual Meeting will be my first as your Chair. I am deeply honored to assume this new role, and deeply grateful that my predecessor, Mike O’Neill, provided such a sterling example for me to emulate in the years ahead.

Thank you for your support of Citi.


Sincerely,
John C. Dugan
Chair of the Board


Table of Contents

4

2022 Board Letter to Stockholders




Letter from the Board
of Directors to our
Shareholders


“The Board and our Risk Committee engage deeply in the oversight of risk management practices ….always recognizing that, while Citi is in the business of taking risk, these risks must be understood, measured, monitored, and controlled.”

By most financial measures, 2018 for Citi was a year captured best by the phrase “steady progress.” Consistent with the goals set forth in our Investor Day presentation almost two years ago, and adjusting for the one-time impact of U.S. Tax Reform, the firm increased its net income by 14 percent; increased its earnings per share by 25 percent; reduced operating expenses by one percent, driving down the operating efficiency ratio to 57 percent; generated continued growth in loans and deposits; and perhaps most important, increased its return on tangible common equity (RoTCE) to 10.9 percent. While the lower effective tax rate resulting from U.S. Tax Reform contributed substantially to these results, Citi’s pre-tax earnings also increased modestly from the prior year.

You would expect that a new CEO would spend her first year engaging in a clear-eyed assessment of the strengths and weaknesses of our company; developing robust, comprehensive, and credible plans to build on the former and minimize the latter; and pivoting to the first phase of execution on these plans. Your new CEO Jane Fraser has delivered on all of that – and more – and this has defined the year since our last shareholders’ meeting.

The assessment by Jane and her management team focused on the facts that, despite the stubborn lingering of the pandemic and exceptionally low interest rates, in 2021 the company generated $22 billion in income for a 13.4 percent Return on Tangible Common Equity (RoTCE); returned nearly $12 billion in capital to you, our shareholders; and finished the year with a strong Common Equity Tier 1 capital ratio of 12.2 percent. The assessment also recognized the unique strength of Citi’s global franchise and the RoTCE strength and potential of a number of our key businesses, including, among others, Treasury & Trade Solutions, Global Wealth Management, the Commercial Bank, and core parts of our U.S. Personal Banking franchise.

Yet the assessment was also clear about the firm’s weaknesses, some of them longstanding: a business mix that, despite many years of streamlining, remained overly complex and allowed our returns gap with competitors to remain stubbornly wide; a deficient risk and control environment that not only precipitated consent orders with our regulators, but held back our competitiveness and required substantial investment to fix; and recent suboptimal financial performance, which in 2021 produced decreased revenues, increased expenses, and an unacceptably low Total Shareholder Return.

This foundational assessment caused management, with Board oversight, to develop comprehensive plans that are critical to Citi’s future. The first set of plans addressed the multi-year Transformation of Citi’s Risk and Control Environment and was submitted to our U.S. regulators last fall. These plans are detailed and robust; they holistically embrace the changes that the firm must implement to fix the operations, compliance, and reporting problems that have caused repeated risk and control deficiencies; and they require the necessary changes to Citi’s technology and operations backbone to compete even more effectively in our digital future.

Jane and her management team laid out the second set of critical plans, on Citi’s refreshed corporate strategy, at the company’s recent Investor Day. Key parts of the new strategy include: reducing complexity through divestiture of non- U.S. consumer businesses, primarily in Asia and Mexico; simplifying the company to focus on the five core interconnected businesses of services, markets, banking, global wealth management, and U.S. personal banking; and making significantly increased investments in high RoTCE businesses such as Treasury and Trade Solutions, Securities Services, Global Wealth Management, and Commercial Banking. Your board of directors strongly supports the refreshed strategy, even though it entails an increase in near term investments and expenses, because we believe it is the necessary path forward to streamline operations, reduce the cost of capital, decrease earnings volatility, and – most important – increase Citi’s overall RoTCE in a realistic way over time.

A third critical plan issued by Citi this past year, subject to Board oversight and review, focused on concrete steps to address climate change. Specifically, Citi released its initial plan to achieve net zero greenhouse gas emissions by 2050 by establishing hard targets for caps on emissions from our energy and power loan portfolios by 2030. These meaningful, ambitious targets are designed to enable Citi to facilitate the transition of our clients in these industries to net zero emissions – with the clear understanding that, as a last resort, Citi would exit relationships with a company that fails to make that transition. We believe this initial plan strikes the right balance of understanding the near term demand for fossil fuels while at the same time taking immediate action to accelerate the transition to a Net Zero future.

Finally, this past year was also about the pivot to the first phase of execution on these plans. The planned divestitures of 14 of Citi’s non-U.S. consumer businesses are well underway, with: sales announced for seven franchises at attractive prices; the wind-down of operations in Korea proceeding; and the announcement of the sale of Banamex receiving a positive response from the Mexican government. Citi just announced a 2022 technology budget of $1 billion for our vital Treasury and Trade Solutions business, a 40 percent increase over the 2020 spend; our Global Wealth Management business expanded substantially with the hiring of more than 400 new advisors globally in 2021; and our Commercial

Despite this positive operating performance, Citi’s Total Shareholder Return (TSR) for 2018 disappointed, both absolutely and relative to peers. This was partly due to a general decline in bank share prices, exacerbated by an especially sharp decrease in December for banks with substantial market-making operations. While Citi’s share price and relative TSR rebounded in the first part of this year, your Board remains very focused on Citi improving its TSR in 2019 and the years ahead – and we believe the best way for the firm to do this is to continue its steady progress, especially through improvement of its return on tangible common equity.

Management also made progress on the regulatory front last year, which we believe is critical to the firm’s success. Citi again achieved a successful result in the Federal Reserve’s annual Comprehensive Capital Analysis and Review (CCAR) stress test, enabling the return of over $18 billion of capital to common shareholders during the calendar year, while maintaining levels of regulatory capital well in excess of minimum requirements. In addition, Citi made headway on a range of heightened regulatory requirements that all large banks have faced in the wake of the financial crisis. Nevertheless, your Board will continue to pay close attention to – and expect management to make continued progress on – regulatory matters in 2019 and beyond.

As it should be for a global firm like Citi, prudent risk management was top of mind for both management and the Board in 2018. Our three lines of defense – the business lines, the control functions, and internal audit – dove deeply and, where necessary, took proactive steps in critical risk areas such as Brexit, the potential fall-out from trade wars, evolving industry underwriting standards in leveraged lending, and the potential turn of the credit cycle. Cyber risk remains a crucial priority, and the firm has invested heavily to maintain state-of-the-art defenses and cyber resilience. The Board and our Risk Committee engage deeply in the oversight of risk management practices in these and other areas, always recognizing that, while Citi is in the business of taking risk, these risks must be understood, measured, monitored, and controlled.

Much has been written about the ethical lapses that have damaged the reputation of the banking industry, including Citi, both during and after the financial crisis. We continue to believe that strong ethical standards and practices are critically important, which is why Citi, alone in the banking industry, maintains an Ethics and Culture Committee of the Board as one means to keep management striving to achieve best practices – not just at senior levels but throughout the organization.



Citi 20192022 Proxy Statement

Table of Contents

5





Citi also took firm stands in 2018 on several issues of real importance. On diversity and inclusion, we became the first financial services company to voluntarily disclose adjusted pay gaps between women and men in the United States, the U.K., and Germany, and between minorities and non-minorities in the U.S. – and then took concrete steps to eliminate those gaps. In response to the epidemic of gun violence in the U.S., we were the first bank to announce a Commercial Firearms Policy, which requires our retail sector clients to establish such best practices as background checks and age restrictions. And in our Sustainable Progress Initiative, the firm recorded $38.4 billion in transactions toward our 10-year, $100 billion Environmental Finance goal. The Board fully supported each of these measures.

Finally, at our annual review of strategy, which we conduct each year at our July meeting, we will examine closely management’s plans to continue Citi’s path forward to achieve increased sustainable returns; address challenges from potential disruptors; improve our operations and technology; increase our efficiency; and continue to prudently manage risk. Our focus: continued steady progress toward Citi’s longer-term goal of a 16% RoTCE.

Thank you for your ongoing support of Citi. Dialogue with shareholders 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 Rohan Weerasinghe,

Bank just announced its intent to hire 400 new bankers over the next three years. Meanwhile, execution is in full swing on the first phase of the Transformation, with management achieving early milestones to improve the control environment while maintaining close contact with our regulators as we progress to later phases, including with appropriate adjustments to plans.

Looking to next year and beyond, last year’s heavy emphasis on assessment and planning will give way to a predominant focus on execution. As this proceeds, your board will be keenly focused on management achieving tangible, risk-reducing progress in the Transformation, and, in the medium term, significantly and sustainably improving Citi’s Return on Tangible Common Equity and reducing the returns gap with our main competitors.

It has been an exceptionally active first year for Jane and her management team. We believe that their clear-eyed assessment and detailed plans have positioned Citi well for the future. The path forward now lies with strong execution.

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
Grace E. Dailey
Barbara J. Desoer
John C. Dugan
Jane N. Fraser
Duncan P. Hennes		     
Michael L. Corbat
Ellen M. Costello
John C. Dugan
Duncan P. Hennes
Peter B. Henry
Franz B. Humer		S. Leslie Ireland
Lew W. (Jay) Jacobs, IV
Renée J. James
Eugene M. McQuade
Gary M. Reiner
Anthony M. SantomeroDiana L. Taylor		     Diana L. Taylor
James S. Turley
Deborah C. Wright
Ernesto Zedillo Ponce de Leon
A WORD OF APPRECIATION

A WORD OF APPRECIATION

The Board would like to recognize four directors for the service they have provided to Citi’s Board.

Mike O’Neill,

Alexander R. Wynaendts, who retiredresigned as a Director in January, wasNovember 2021, has had a directorlong and distinguished career with more than 30 years’ experience in insurance and international finance. His insights and guidance as a former CEO of a large global financial institution, and his knowledge regarding the business and regulatory environment in Europe, have been invaluable to Citi.

Three other directors have determined not to stand for 10 yearsre-election at the Annual Meeting:

Lew W. (Jay) Jacobs, IV, brought both extensive financial services knowledge and Chairman of our Board for seven years. He was an outstanding leader who provided wise and effective oversight, and he assembled a diverse and talented Board. In addition, Franz Humer and Tony Santomero have reached our mandatory retirement age; each provided many important contributionshuman capital management experience to the Board. Thank you –He ably led the Board’s Personnel and Compensation Committee, while providing thoughtful oversight of Citi’s institutional business, and we are grateful for his many contributions to Citi.

Deborah C. Wright brought her deep experience as the leader of a minority-owned financial institution to Citi. We benefited from allher strong support of us –our community development efforts over the past five years. We will miss her commitment and valuable perspectives.

Ernesto Zedillo Ponce de Leon served on the Board since 2010 and played a critical role in helping lead the company through the aftermath of the financial crisis. Drawing on his experience as the former President of Mexico, he helped guide Citi in the execution of its strategy in Latin America. His expertise in and concern regarding climate issues have also helped shape Citi’s approach to addressing climate change. We thank him for your valuable perspectives and years of service to Citi.his many contributions.


www.citigroup.com

Table of Contents

6 
















(Intentionally Left Blank)

















Table of Contents

 7

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 16, 2019,26, 2022, at 9:00 a.m. at Citi’s Headquarters, 388 Greenwich Street, New York, New York. DirectionsEastern Time through a virtual meeting platform. Please go to the 2019 Annual Meeting location are provided on page 126of this Proxy Statement. You will need an admission ticket or proof of ownership of Citi stock“Register for Meeting” link at www.proxyvote.com to enterregister for the meeting. Live audio of the 2022 Annual Meeting will be webcast at www.citigroup.com. You or your proxyholder can participate, vote, ask questions, and examine our stocklist or rules of the meeting at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2022 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/CITI2022.

At the meeting, stockholders will be asked to:

1.elect the directors listed in this proxy statement,Proposal 1,
2.ratify the selection of Citi’s independent registered public accounting firmaccountants for 2019,2022,
3.consider an advisory vote to approve Citi’s 2018our 2021 executive compensation,
4.approve additional shares for the Citigroup 2019 Stock Incentive Plan,
5.act on certain stockholder proposals, and
6.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 20192022 Annual Meeting.

In accordance with this rule, on or about March 6, 2019,15, 2022, we sent to those current stockholders who were stockholders at the close of business on February 19, 2019,28, 2022, a notice of the 20192022 Annual Meeting containing aNotice 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,


Rohan WeerasingheBrent J. McIntosh
Corporate Secretary

March 6, 201915, 2022

www.citigroup.com

Table of Contents

8 
















(Intentionally Left Blank)

















Table of Contents

 9

Contents

PROXY STATEMENT HIGHLIGHTS10
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG) HIGHLIGHTS		13
ABOUT THE 2019 ANNUAL MEETINGCOMPENSATION AND HUMAN CAPITAL MANAGEMENT HIGHLIGHTS1617
CORPORATE GOVERNANCE22
Corporate Governance Materials
Available on Citi’s Website		23
Annual Report23
Corporate Governance Guidelines23
Director Independence25
Meetings of the Board of Directors
and Committees		29
Meetings of Non-Management Directors29
Board Leadership Structure29
Board Diversity30
Director Education Program30
Board Self-Assessment Process31
Board’s Role in Risk Oversight3132
Committees of the Board of Directors3234
Involvement in Certain Legal Proceedings3839
Certain Transactions and Relationships,
Compensation Committee Interlocks,
and Insider Participation		3839
Indebtedness4041
Business PracticesCiti’s Hedging Policies41
Reputation Risk Committees4042
Ethics, Conduct and Culture4042
Code of Ethics for Financial Professionals4143
Ethics Hotline4143
Code of Conduct4244
Communications with the Board4244
STOCK OWNERSHIP45
STOCK OWNERSHIP43
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE		45
PROPOSAL 1: ELECTION OF DIRECTORS4547
Director Criteria and Nomination Process4547
Director Qualifications4648
The Nominees5052
Directors’ Compensation6564
AUDIT COMMITTEE REPORT6968
PROPOSAL 2: RATIFICATION OF SELECTION
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ACCOUNTANTS		7069
PROPOSAL 3: ADVISORY VOTE TO APPROVE
CITI’S 2018 OUR 2021 EXECUTIVE COMPENSATION		7271
Compensation Discussion and Analysis7271
The Personnel and Compensation
Committee Report		98
20182021 Summary Compensation Table and
Compensation Information		99
Management Analysis of Potential Adverse
Effects of Compensation Plans		107
CEO Pay Ratio108107
PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE
CITIGROUP 2019 STOCK INCENTIVE PLAN		110109
STOCKHOLDER PROPOSALS119118
Submission of Future Stockholder Proposals125129
Cost of Annual Meeting and Proxy Solicitation125129
Householding125129
Directions to 2019 Annual Meeting LocationABOUT THE 2022 ANNUAL MEETING126130
ANNEX A127135
Additional Information Regarding Proposal 3127
Glossary127135
Citigroup —– Quantitative Scorecard
Metric Details and Adjusted
Results Reconciliations		128136
ANNEX B130138
The Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 26, 2022, subject to stockholder approval)130138

www.citigroup.com

Table of Contents


10 

Proxy Statement Highlights

Voting Items
Proposal 1: Election of Directors(Pages 45-64)
The Board recommends you voteFOReach nominee

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm(Pages 70-71)
The Board recommends you voteFORthis proposal

Proposal 3: Advisory Vote to Approve Citi’s 2018 Executive Compensation(Pages 72-109)
The Board recommends you voteFORthis proposal

Proposal 4: Approve the Citigroup 2019 Stock Incentive Plan(Pages 110-118)
The Board recommends you voteFORthis proposal

Stockholder Proposals 5-7(Pages 119-124)
The Board recommends you voteAGAINSTthe stockholder proposals

Voting Items

Proposal 1: Election of Directors (Pages 47-67)
The Board recommends you vote FOR each nominee

Proposal 2: Ratification of Selection of Independent Registered Public Accountants (Pages 69-70)
The Board recommends you vote FOR this proposal

Proposal 3: Advisory Vote to Approve Our 2021 Executive Compensation (Pages 71-108)
The Board recommends you vote FOR this proposal

Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan (Pages 109-117)
The Board recommends you vote FOR this proposal

Stockholder Proposals 5-9 (Pages 118-128)
The Board recommends you vote AGAINST each of the stockholder proposals


Meeting and Voting Information
(For additional information, please see About the 2022 Annual Meeting starting on page 130.)

Date and Time
April 16, 2019,26, 2022, 9:00 a.m.

Place
Citi’s Headquarters 388 Greenwich Street New York, NY 10013 E.T.

Record Date
February 19, 201928, 2022

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
*New Procedures* Procedures
An admission ticket or proof of ownership ofPlease register to attend Citi’s stock is required to enter Citi’s2022 Annual Meeting. To attend Citi’s 2019 Annual Meeting,Please go to the “Register for Meeting” link at www.proxyvote.com.www.proxyvote.com to register for the virtual meeting. Go to www.virtualshareholder meeting.com/CITI2022 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

SummaryCiti's Board of Director NomineesDirectors
The nominees formembers of the Board of Directors each have the qualifications and experience to approve and guide Citi’s strategy. The Board also overseesstrategy 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

Independence*

87%of our Board Nomineesmembers areIndependent.Independent.

Board Refreshment

The average board tenure of our sitting nomineesBoard members is56.5 yearsand no sitting nominee hasonly two Board members have served formore than 10 years.years. There have been87 new Directorselected within the last5 yearsand this year’s slate includes a new nominee., one of whom was elected in 2020.

Diversity*

Diversity

Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect thediversity 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 represent the diversity of the Board.

*Independence and Diversity discussions for our Board Nominees appear on pages 26 and 30.


Citi 20192022 Proxy Statement



Table of Contents


PROXY STATEMENT HIGHLIGHTS11

Director NomineesCiti's Board of Directors

Citi Committee Memberships*
Name and
Primary Qualifications		     Age     Director
Since		     Principal Occupation and Other Current
Public Company Directorships		     AECENGPOTPCRM
Michael L. Corbat
582012Chief Executive Officer, Citigroup Inc.
Ellen M. Costello
642016Former President and CEO, BMO Financial Corporation, and Former U. S. Country Head, BMO Financial Group
Board: Diebold Nixdorf, Inc.		⚫⚫
Barbara J. Desoer
66CEO, Citibank, N. A.**
Board: DaVita Inc.
John C. Dugan
632017Chair, Citigroup Inc.⚫⚫⚫⚫⚫
Duncan P. Hennes
622013Co-Founder and Partner, Atrevida Partners, LLC
Board: RenaissanceRe Holdings Ltd.		⚫⚫⚫
Peter B. Henry
492015Dean Emeritus and W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business
Board: Nike, Inc.		⚫⚫⚫
S. Leslie Ireland
592017Former 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⚫
Lew W. (Jay) Jacobs, IV
482018Former President and Managing Director, Pacific Investment Management Company LLC (PIMCO)⚫⚫⚫
Renée J. James
542016Chair and CEO, Ampere Computing, and Operating Executive, The Carlyle Group
Boards: Oracle Corporation, Sabre Corporation, and Vodafone Group Plc		⚫⚫
Eugene M. McQuade
702015Former Vice Chairman, Citigroup Inc. and Former CEO, Citibank, N. A.⚫
Gary M. Reiner
642013Operating Partner, General Atlantic LLC
Boards: Hewlett Packard Enterprise Company and Box Inc.		⚫⚫⚫
Diana L. Taylor
642009Former Superintendent of Banks, State of New York
Boards: Brookfield Asset Management and Sotheby’s		⚫⚫⚫
James S. Turley
632013Former Chairman and CEO, Ernst & Young
Boards: Emerson Electric Co., Intrexon Corporation, and Northrop Grumman Corporation		⚫⚫⚫
Deborah C. Wright
612017Managing Director of U.S. Jobs and Economic Opportunity, Rockefeller Foundation⚫⚫
Ernesto Zedillo
  Ponce de Leon
672010Director, Center for the Study of Globalization and Professor in the Field of International Economics and Politics, Yale University
Boards: Alcoa Corp. and Procter & Gamble Company		⚫⚫⚫
*Mr. Santomero will be retiring from the Board on April 1, 2019 and Mr. Humer will be retiring from the Board on April 16, 2019, both having reached the mandatory retirement age. Mr. Humer currently serves as the Chair of the Ethics and Culture Committee and Mr. Santomero serves as the Chair of the Risk Management Committee. The Board will appoint new Chairs for these Committees effective upon their retirements.
**Ms. Desoer will retire as CEO of Citibank, N.A. before the Annual Meeting.

Name and
Primary Qualifications		   Age   Director
Since		   Principal Occupation and Other Current
Public Company Directorships		   Citi Committees
AECCENGPPCRM

Ellen M. Costello


672016Former President and CEO, BMO Financial
Corporation, and Former U. S. Country Head,
BMO Financial Group
Board: Diebold Nixdorf, Inc.		⚫⚫

Grace E. Dailey


612019Former Senior Deputy Comptroller for Bank
Supervision Policy and Chief National Bank Examiner,
Office of the Comptroller of the Currency		⚫⚫

Barbara J. Desoer


692019Chair, Citibank, N. A.
Board: DaVita Inc.		⚫⚫

John C. Dugan


662017Chair, Citigroup Inc.⚫⚫⚫⚫⚫

Jane N. Fraser


542020Chief Executive Officer, Citigroup Inc.

Duncan P. Hennes


652013Co-Founder and Partner, Atrevida Partners, LLC
Board: RenaissanceRe Holdings Ltd.		⚫⚫⚫⚫

Peter B. Henry


522015Dean Emeritus and W. R. Berkley Professor of
Economics and Finance, New York University,
Leonard N. Stern School of Business
Board: Nike, Inc.		⚫⚫⚫

S. Leslie Ireland


622017Former 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.		⚫

Lew W. (Jay) Jacobs, IV


512018Former President and Managing Director, Pacific
Investment Management Company LLC (PIMCO)		⚫⚫⚫⚫

Renée J. James


572016Founder, Chairman and CEO, Ampere Computing
Board: Oracle Corporation		⚫⚫

Gary M. Reiner


672013Operating Partner, General Atlantic LLC
Board: Hewlett Packard Enterprise Company		⚫⚫

Diana L. Taylor


672009Former Superintendent of Banks, State of New York
Board: Brookfield Asset Management		⚫⚫⚫

James S. Turley


662013Former Chairman and CEO, Ernst & Young
Boards: Emerson Electric Co., Northrop Grumman
Corporation, and Precigen, Inc.		⚫⚫⚫

Deborah C. Wright


642017Former Chairman, Carver Bancorp, Inc.⚫⚫⚫

Ernesto Zedillo
   Ponce de Leon


702010Director, Center for the Study of Globalization and
Professor in the Field of International Economics and
Politics, Yale University
Board: Alcoa Corp.		⚫⚫

Qualifications

Qualifications
CompensationHuman Capital Management
Consumer Business and
Financial Services		Institutional Business
Corporate GovernanceInternational Business or
Economics
Consumer BusinessCybersecurity and Financial Services
Data Management		Legal, Matters
Corporate AffairsOperations and Technology
Corporate GovernanceRegulatory and
Compliance
Financial ReportingESGRisk Management
Institutional BusinessFinancial Reporting
⚫committee member
⚫committee chair
⚫committee member
⚫committee chair
AAudit
ECECCEthics, Conduct and Culture
EExecutive
NGPNomination, Governance and Public Affairs
OTOperations and Technology
PCPersonnel and Compensation
RMRisk Management


www.citigroup.com



Table of Contents


12PROXY 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

Compensation GovernanceAdherence to Corporate
Governance Best Practices

●In JanuaryDecember 2019, the Board of Directors lowered the threshold for stockholders to call a Special Meeting from 25%20% to 20%15%
●Citi adoptedprovides Proxy Access grantingto eligible stockholders, which gives them the right to include stockholdertheir own Board nominees in the Company’s proxy materials
●Stockholders have the right to act by written consent
●Citi has an independent Chair
●IfChair; if there is no independent Chair of the Board, the Board will appoint a Lead Independent Director
●Majority vote standard for uncontested Director elections
●No super-majority vote provisions in our governing instruments

Adherence to Corporate Governance Best Practices

●Emphasize pay-for-performance alignmentThe 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 33 to review additional disclosure regarding the Transformation Oversight Committee)
●Majority of total compensation based on performance
●The Personnel and Compensation Committee retainsCiti's Board includes an independent compensation consultant
●Clawback policies for employees
●Executive officers and Directors are required to retain at least 75% of the equity awarded to them as incentive compensation as long as they serve as executive officers or Directors, respectively; executive officers are required to retain 50% of such equity awards for one year following the termination of their employment
●Citi was the first financial institution to publicly release the results of a pay equity review comparing compensation of women to men, and U.S. minorities to U.S. non-minorities
●In 2019, Citi was the first financial institution to publicly disclose our unadjusted or “raw” pay gap for women and U.S. minorities; see page 76 of this Proxy Statement for further information
●Ethics, Conduct and Culture Committee of the Board
●Meaningful Political Activities Statement and disclosure of Citi’s political contributions on Citi’s website
●Links on our website to federal and state government websites where Citi’s lobbying activities are reported
●Names of significant trade and business associations, in which Citi is a participant, posted on Citi’s website
●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 loanloan; see Citi's Hedging Policies on pages 41-42
●Citi’s Nominees for DirectorBoard members include sixeight women and three minorities
●Ongoing Board refreshment, with new independent Directors added in 2015, 2016, 2017 and 2018 and a new nominee included on the slate for the 2019 Annual Meeting10 of our 15 current directors with tenures of seven years or less
●All of Citi’s nominees have served fewer than 10 yearsCiti appointed a Chief Sustainability Officer in September 2019
●In 2021, Citi announced its commitment to reach Net Zero greenhouse gas emissions by 2050

Citi 2019 Proxy Statement


Table of Contents


ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS13

Our Investor Engagement Program*

Summer
Members of senior management conduct follow-up callscommunicate with investors regarding votes at the Annual Meeting and other governance issues.

Fall
Members of the Board and senior management conduct calls with investors for input on a variety of governance, human capital management, compensation, and environmental and social matters, including climate risk.

Winter
Senior management continues to conduct engagement calls with investors regarding governance, human capital management, compensation, and environmental and social matters. The Board reviews shareholderstockholder feedback from these conversations.

Spring
Members of the Board and senior management conduct conversations with our institutional investors in advance of the Annual Meeting to provide an opportunity for discussion of compensation, management and stockholder proposals, and other governance and annual meeting matters.

Annual Stockholders’ Meeting


*

In the period following the 20182021 Annual Meeting and prior to the issuance of the 20192022 Proxy Statement, Citi engaged with investors regarding, among other topics, the following: the COVID-19 pandemic, executive compensation, human capital management including diversity and inclusion and gender pay equity, culture, risk and control, climate change risk and disclosuredisclosures including our work in response to the TaskforceTask Force on Climate-related Financial Disclosures (TCFD) Recommendations, gender pay equity,recommendations, human and indigenous peoples’ rights, diversity and inclusion, boardBoard refreshment and governance, and certain stockholder proposals. For information about our engagement efforts in advance of the 20192022 Annual Meeting, please see page 75 in this Proxy Statement.pages 85-86.

Citi 2022 Proxy Statement



Table of Contents


13

Environmental, Social and
Governance (ESG) Highlights

Citizenship and SustainabilityESG Governance at Citi

ThreeThe full Board reviews and provides oversight of ESG priorities, and three Board-level committees also have direct oversight responsibility for citizenship and sustainability-related activities and report to the full Board on these topics.ESG-related activities. Management organizations provide strategic guidance and help drive activities, with senior-level review, on citizenship and sustainabilityESG topics.

Board of DirectorsSenior Management
 

Members of Citi’s Board have expertise on key ESG matters, including regulatory trends, cybersecurity, community investment, talent and diversity, climate change and finance. For more information on the qualifications of our board members, please refer to the Election of Directors section on pages 47-63.

●Executive Management Team
●Global ESG Council
●Reputation Risk Committees
●Chief Sustainability Officer
●Chief Diversity, Equity and Inclusion Officer
●Head of Environmental and Social Risk Management
●Head of Climate Risk
●Head of Community Investing and Development
●Global Sustainability Steering Committee
●Climate Risk Steering Group
●Sustainable Banking and ESG teams embedded in key businesses
Nomination, Governance
Governance and Public Affairs
Affairs Committee		Ethics and Culture
Committee		   Risk Management
Committee		   
●EnvironmentalEthics, Conduct and Social Advisory Council
●Citizenship, Corporate Sustainability, and Environmental and Social Risk Management teams
●Business Practices Committees

Culture Committee
 

Oversees citizenship and sustainability programs and companyCiti’s ESG activity, including reviewing Citi’s policies and procedures that impact citizenship andprograms for sustainability, including climate change, human rights, supplier diversity and other issues; reviewsESG issues, as well as advising on engagement with major external stakeholders; and provides oversight of business practicesstakeholders

Oversees senior management’s efforts to reinforce and enhance a culture of ethics throughout the firm

Reviews Citi’s risk appetite framework, including reputationalreputation risk appetite, and reviews and approves key risk policies, including those focused on environmental, social and socialclimate risk

Oversees management’s efforts to foster a culture of ethics, appropriate conduct and accountability within the organization, including efforts to promote diversity and inclusion in the workplace in Citi's hiring, retention and staff development practices

Key ESG Initiatives

Sustainable Progress Strategy

Our Sustainable Progress Strategy, updated in 2020, lays out our approach to advance solutions that address climate change around the world in support of the transition to a low-carbon economy. The strategy is organized under three primary pillars:

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

www.citigroup.com



Table of Contents


14ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

Sustainability Framework

Our Sustainable Progress Strategy focuses on Climate Change, Sustainable Cities, and People and Communities, with our sustainability activities organized under three primary pillars:


Environmental
$1 Trillion Commitment to Sustainable Finance		Environmental &
Social Risk
Management (ESRM)		Operations &
Supply Chain
$100 Billion Environmental Finance Goal focused

In April 2021, we committed $1 trillion to sustainable finance by 2030, which builds on financingthe work we outlined in our updated Sustainable Progress Strategy. This commitment includes extending our prior five-year, $250 billion environmental finance goal to $500 billion by 2030 through which we will finance and facilitate an array of climate solutions

Collaborating with such as renewable energy, energy efficiency, sustainable transportation and circular economy and $500 billion in social finance including affordable housing, diversity and equity, economic inclusion, food security and healthcare. In 2021, we financed and facilitated a total of $160 billion in activities that contribute towards our clients to manage environmental and social risks and impacts associated with financed client activitiesManaging our global facilities and supply chain to minimize direct impact, reduce costs, and reflect best practices$1 trillion commitment.

Sustainable Progress Performance Highlights — 2018


Financed and facilitated
Citi’s Net Zero Commitment$38.4B
toward our$100 BILLION
ENVIRONMENTAL FINANCE
GOAL($95.3B from 2014-2018)

Formalized a newCOAL-FIRED
POWER POLICYto restrict
financing for the construction
or expansion of coal-fired power plants*

Reached62%of our
goal of100% RENEWABLE
ENERGYfor our global
facilities by 2020

IssuedINAUGURAL
GREEN BOND,
a€1 BILLION 3-year fixed rate
notes offering (2019)

InstitutedU.S. COMMERCIAL
FIREARMS POLICYrequiring
retail sector clientsFollowing the 2021 announcement of our net zero greenhouse gas (GHG) emissions commitment by 2050, in January 2022, Citi released its initial net zero plan as part of its Task Force on Climate-Related Financial Disclosures (TCFD) Report, including baseline emissions and partners
2030 targets for its Energy and Power loan portfolios. Along with the report, Citi also published a step-by-step summary detailing how we established our net zero methodology as well as the Net Zero Transition Principles that will guide our efforts. Our 2030 targets for our Energy and Power loan portfolios include a reduction of 29% absolute emissions for our Energy portfolio (143.8 million mt CO2e to adhere102.1 million mt CO2e) and a 63% reduction in emissions intensity for our Power portfolio (313.5 kg CO2e/MWh to responsible
sales practices*115 kg CO

Achieved22020 OPERATIONAL
FOOTPRINT GOALSforENERGY,
WASTEandWATERreductione/MWh).


Implementing the TCFD Recommendations

Citi continuespublished its third, dedicated climate disclosure report, Citi’s Approach to support the Paris AgreementClimate Change and was an early supporter of the Task Force on Climate-related Financial Disclosures (TCFD),Net Zero, which promotes greater understanding of climate-related risks and opportunities through better climate disclosures. Our adoptiondescribes our implementation of the TCFD Recommendations builds on over two decadesRecommendations. The report includes: an illustration of work promoting sustainability. Climateour enhanced climate change is a central focusgovernance, ranging from expanded board oversight to senior engagement across our businesses; our initial net zero plan; baseline emissions and 2030 targets for our Energy and Power loan portfolios; an initial screening-level inventory of Citi’s Sustainable Progress Strategyemissions associated with our supply chain; and we take action through strong governance, environmental financing, integration ofan updated credit exposure climate risks into environmental and social risk management, and transparent reporting on climate-related metrics and targets.

To pilot climate scenario analysis, Citi worked jointly with 15 other banks and the UN Environment Finance Initiative to develop new methodologies and toolsheat map that indicates vulnerability levels for the assessmentvarious types of transition and physical risks and opportunities within banks’ lending portfolios. Citi piloted the transition risk methodology on our North American oil and gas exploration and production portfolio and the transition and physical risk methodologies on our U.S. utilities portfolio. We shared our process and findings in our first climate disclosure report,Finance for a Climate-Resilient Future, published in November 2018. By voluntarily adopting the TCFD framework, Citi is working to better understand our own climate risks and help navigate the transition to a low-carbon economy.risk.


ESG Ratings

●CDP Climate score of A- (Leadership Band), Supply Chain score of A
●Sustainalytics overall score of 69 (79th percentile), Environmental score 87 (Leader)
●MSCI score of BB
●Inclusion in DJSI World and North America indices since 2001

Workforce Diversity, Equity and Inclusion (DEI)

Our approach to workforce DEI includes broadening the representation of those working within the top 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 United States 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, and Citi has met and exceeded these goals. In 2021, we also expanded the use of diverse slates in our recruiting, and under our campus recruiting program we have a robust pipeline of talent from Historically Black Colleges and Universities (HBCUs) and other leading universities. To support internal mobility, we invest in career development and planning for diverse talent through mentorship, networking, rotational programs and partnerships through our global employee resource groups.


Action for Racial Equity

In September 2020, building on its 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

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 abouton the progress of our environmental and social policies,Action for Racial Equity commitments, please see Citi’s Environmental and Social Policy Framework at https://www.citigroup.com/citi/sustainability/data/Environmental-and-Social-Policy-Framework.pdf.refer to page 79.


Citi 20192022 Proxy Statement



Table of Contents


ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS15

Citizenship Approach


ESG Highlights

Environmental

Financed and facilitated Executing a business model that adds value to society$130 BILLION IN ENVIRONMENTAL FINANCE, which counted toward our $1 trillion sustainable finance by 2030 commitment

     

Released Taking a stand on issues that matter and driving solutions2030 EMISSIONS REDUCTION TARGETS FOR OUR ENERGY AND POWER LOAN PORTFOLIOS as part of our initial net zero plan:

Energy: 29% reduction in absolute emissions (mt CO2e)

Power: 63% reduction in emissions intensity (kg CO2e/MWh)

     

Reporting transparently and learning through dialogue

Maintaining a focus on ethical decision making and responsible business practices

Catalyzing innovation through strategic philanthropy and employee engagement


Citizenship Performance Highlights – 2018

Provided more than
$6 BILLIONUPDATED OUR COAL-FIRED POWER SECTOR APPROACH in loansto establish time-bound expectations for
AFFORDABLE HOUSING
PROJECTSin the U.S. coal-fired power generation clients to align with Paris Agreement decarbonization pathways

CitiCHARITABLE GIVING
TOTALS $76 MILLION
in support of local communities
around the globe

First in the industry to
DISCLOSE A GENDER
PAY GAPamong global
workforce; see page 76 of this
Proxy Statement for further
information

 

EngagedFormed the 100,000 CITI
VOLUNTEERSNATURAL RESOURCES & CLEAN ENERGY TRANSITION team by combining the expertise of our Energy, Power and Chemicals teams to more effectively drive client engagement and transition efforts in projects in
more than 450 cities across
90 countries as part of annual
day of service,these sectors

CO-FOUNDED THE NET ZERO BANKING ALLIANCE, convened by the United Nations Environment Programme Finance Initiative to bring together the world’s leading banks to GLOBAL
COMMUNITY DAYHELP GUIDE THE INDUSTRY TO NET ZERO

Citi Foundation investedReceived the INTERNATIONAL WELL BUILDING HEALTH-SAFETY RATING FOR ALL CITI FACILITIES GLOBALLY — pursued in response to COVID-19


Social

Financed and facilitated $78 MILLION29 BILLION IN SOCIAL FINANCE, including
which counted toward our $1 trillion sustainable finance by 2030 commitment

Successfully $49 MILLIONMET 3-YEAR GOALS TO INCREASE DIVERSITY REPRESENTATION IN THE FIRM: 40% women in leadership positions globally, to
tackle youth unemployment
throughand 8% Black employees in leadership roles in the United States workforce

Announced a PATHWAYS TO
PROGRESSDEDICATED TEAM initiativewithin Citi that will serve as a hub TO LEAD AND EXPAND ENGAGEMENT WITH MINORITY DEPOSITORY INSTITUTIONS, DIVERSE BROKER DEALERS AND DIVERSE ASSET MANAGERS

ISSUED $1 BILLION SOCIAL FINANCE BOND to increase capital that enables access to essential services in emerging markets

SetDisclosed our REPRESENTATION
GOALSRAW PAY GAP for Black talent in
the U.S. and female talent globally
to increase representation
ACROSS ALL LEVELS OF
THE FIRMWOMEN (74%) by 2021and UNITED STATES MINORITIES (96%) as well as our ADJUSTED PAY GAP for WOMEN (99%)*


RecognitionEXCEEDED $1 BILLION IN STRATEGIC INITIATIVES FOR ACTION FOR RACIAL EQUITY

●World’s Best Bank for Corporate Responsibility - Euromoney Awards for Excellence 2018
●Most Innovative Investment Bank for CSR - The Banker Investment Banking Awards 2018
●Civic 50 - Recognized as one of, Citi’s commitment to help close the most community-minded companiesracial wealth gap in the U.S.
●2018 Organizational Climate Leadership Award - Climate Leadership Conference
●100% Score: Corporate Equality Index - Human Rights Campaign
●2018 Bloomberg Gender-Equality Index

The UN Sustainable Development Goals: Citi Priorities

The United Nations Sustainable Development Goals (SDGs) are a set of 17 global development goals for 2030. While our activities have an impact on all of the goals, Citi is focused on seven SDGs where our core business and key initiatives can have the greatest impact. We highlight those efforts in our external reporting, including in our annual Global Citizenship Report and in a standalone report, entitledBanking on 2030: Citi & the Sustainable Development Goals.United States


Governance

Based on voluntary self-identification by Board members, the Board is currently composed of 53% WOMEN and 20% UNITED STATES MINORITIES

     

Formed a GLOBAL ESG COUNCIL, CHAIRED BY THE CEO and consisting of members of senior management to provide enhanced oversight of Citi’s ESG activities and goals

     

PERFORMANCE SCORECARDS of members of the Executive Management Team include RELEVANT ESG METRICS on DIVERSITY AND ENVIRONMENTAL FINANCE



*There was no statistically significant difference in the adjusted pay gap when comparing United States minorities to non-minorities

www.citigroup.com

www.citigroup.com



Table of Contents


16ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

About the 2019 Annual MeetingESG Ratings and Rankings

Q:Who is soliciting my vote?Ratings
A:The Board
●S&P Global Corporate Sustainability Assessment (CSA) score of Directors66/100 (82nd percentile)
●Sustainalytics Score of Citigroup Inc. is soliciting your vote at the 2019 Annual Meeting27.8/100 – Medium Risk (lower score denotes better performance)
●MSCI Score of Citi’s stockholders.A
●CDP Climate Change Score of A- and Supplier Engagement Rating of A
Rankings
Q:Where
●Designated Best Bank for Sustainable Finance (N. America); Best Bank for Corporate Responsibility (Asia); Best Bank Transition Strategy (Global) by Euromoney in 2021
●3BL Media ranked Citi as the #10 Best Corporate Citizen (of 1,000 largest United States firms) in 2021
●Ranked the 15th most responsible and when willpurpose-driven company by JUST Capital in 2022
●Received a score of 100% on the 2019 Annual Meeting take place?
A:The Annual Meeting is scheduled to begin at 9:00 a.m. on April 16, 2019 at Citi’s Headquarters, 388 Greenwich Street, New York, New York. Directions to the 2019 Annual Meeting location are provided on page 126 of this Proxy Statement. Live audio of the 2019 Annual Meeting will be webcast at www.citigroup.com.
Q:Why did I receive a one-page Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?
A:Pursuant to rules adoptedCorporate Equality Index by the Securities and Exchange Commission (SEC), we have elected to mail to many of our stockholders aNotice of Internet Availability of the Proxy Materials (Notice) instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and receive a paper copy of the proxy materials by mail on request. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be foundHuman Rights Campaign in the Notice. In addition, the Notice contains instructions on how you may access proxy materials in printed form by mail or electronically on an ongoing basis. This process has allowed us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 2019 Annual Meeting.2022
Q:Why didn’t I receive a Notice in the mail about the Internet availability of the proxy materials?
A:We are providing some of our stockholders, including stockholders who have previously asked to receive paper copies of the proxy materials and some of our stockholders who are living outside of the United States, with paper copies of the proxy materials instead of a Notice. In addition, we are providing a Notice by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
Q:How can I access Citi’s proxy materials and Annual Report electronically?
A:

This Proxy Statement and the 2018 Annual Report are available on Citi’s website at www.citigroup.com. Click on “About Us,” then “Corporate Governance.” Most stockholders can elect not to receive paper copies of future Proxy Statements and Annual Reports and can instead view those documents on the Internet. Information on or connected to our website (or the website of any third party) referenced in this Proxy Statement is in addition to and not a part of or incorporated by reference into this Proxy Statement.

If you are a stockholder of record, you can choose this option and save Citi the cost of producing and mailing these documents by following the instructions provided when you vote over the Internet. If you hold your Citi stock through a bank, broker, or other holder of record, please refer to the information provided by that entity for instructions on how to elect not to receive paper copies of future Proxy Statements and Annual Reports.

If you choose not to receive paper copies of future Proxy Statements and Annual Reports, you will receive an e-mail message next year containing the Internet address to use to access Citi’s Proxy Statement and Annual Report. Your choice will remain in effect until you tell us otherwise or until your consent is deemed to be revoked under applicable law. You do not have to elect Internet access each year. To view, cancel, or change your enrollment profile, please go to www.InvestorDelivery.com.


Citi 20192022 Proxy Statement



Table of Contents


ABOUT THE 2019 ANNUAL MEETING17

Compensation and Human Capital Management Highlights

Significant Developments in Our Compensation Programs

This Proxy Statement provides detailed information concerning our executive compensation program and its alignment with our performance, beginning on page 71. The following supplements that discussion by highlighting compensation-related developments at Citi during 2021.

Several important developments in 2021 impacted our compensation programs and decisions. First, Jane Fraser became our CEO on February 26, 2021. Second, in April 2021, we announced that we will focus our consumer banking franchises in Asia and EMEA on four wealth centers and as a result pursue exits of our consumer franchises in the remaining 13 markets across the two regions. More recently, we announced our intention to exit the consumer, small business and middle market banking operations of Citibanamex. Third, we announced in 2021 an internal restructuring and formation of our new Global Wealth Management Team, and consistent with those changes we recently announced the creation of two new operating segments - Personal Banking and Wealth Management, and Legacy Franchises - in addition to our Institutional Clients Group segment.

In parallel with these major leadership and transformational developments, we are focused on meeting the expectations of our regulators as reflected in the Consent Orders we entered into with the Federal Reserve Board and the Office of the Comptroller of the Currency (OCC) in October 2020 (Consent Orders). In support of these efforts, in 2021 we increased staffing in our risk, audit and compliance functions and other relevant areas, and we continued to make enhancements to our compensation process to ensure the strongest possible link between performance and pay, address the issues raised by regulators and provide transparency to investors.

Q:In prior years, some of the mandatorily deferred portion of annual bonuses (Deferral Awards) for certain employees was paid out in cash, with interest. For Deferral Awards arising from 2021 annual bonuses, 100% of deferrals for all employees eligible for annual discretionary bonuses will be paid in Citi stock, where local regulations permit. This change further aligns the interests of our employees with our shareholders and incentivizes such employees not to take excessive risks.What will I be voting on?
A:Employees
●Election of Directors (see pages 45-64).
●Ratification of KPMG as Citi’s independent registered public accounting firm for 2019 (see pages 70-71).
●An advisory vote to approve Citi’s 2018 executive compensation (see pages 72-109).
●Approve the Citigroup 2019 Stock Incentive Plan (see pages 110-118).
●Three stockholder proposals (see pages 119-124).

An agenda will be distributed at the meeting.

Q:How many votes do I have?
A:You will have one vote for every share of Citi common stock you owned on February 19, 2019 (the record date).
Q:How many votes can be cast by all stockholders?
A:2,340,491,298, consisting of one vote for each of Citi’s shares of common stock that were outstanding on the record date. There is no cumulative voting.
Q:How many votes must be present to hold the meeting?
A:To constitute a quorum to transact business at the 2019 Annual Meeting, the holders of a majority of the votes that can be cast, or 1,170,245,650 shares, must be present or represented by proxy at the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as possible that enough votes will be present for us to hold the Annual Meeting. Persons voting by proxy will be deemed present at the meeting even if they abstain from voting on any or all of the proposals presented for stockholder action. Shares held by brokers who vote such shares on any proposal will be counted as present for purposes of establishing a quorum, and shares treated as broker non-votes for one or more proposals will nevertheless be deemed present for purposes of constituting a quorum for the Annual Meeting.
Q:Does any single stockholder control 5% or more of any class of Citi’s voting stock?
A:

Yes, there are two stockholders that each control more than 5%. According to a Schedule 13G Information Statement filed by BlackRock, Inc. and certain subsidiaries (BlackRock) on February 11, 2019, BlackRock may be deemed to beneficially own 7.1% of Citi’s common stock. According to a Schedule 13G Information Statement filed by The Vanguard Group, Inc. (Vanguard) on February 11, 2019, Vanguard may be deemed to beneficially own 7.33% of Citi’s common stock.

For further information,see Stock Ownership — Owners of More than 5% of Citi Common Stock on page 44 in this Proxy Statement.

Q:How do I vote?
A:You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, stockholders have a choice of voting over the Internet, by QR code, by phone, or by using a traditional proxy card by mail or in person.Stockholders

Vote by Internet
PORTION OF PSUs CONSTITUTING  CEO’S COMPENSATIONCiti delivers a portion of the Deferral Awards for our Executive Management Team in the form of Performance Share Units (PSUs). For 2021, we increased the portion of the incentive compensation award paid to our CEO in the form of PSUs from 35% to 50%, with the remainder paid in cash (30%) and deferred stock (20%).
20202021

www.citigroup.com


Go to www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form, or Notice.		Vote by QR code
You can scan this QR code to vote your proxy card. You will need the 16-digit number included in your proxy card, voter instruction form, or Notice.		Vote by Phone
Call the number on your proxy card or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form, or Notice.		Vote by Mail
Send the completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.		Vote in Person
See the instructions below regarding attendance at the Annual Meeting.

citigroup.com

Table of Contents


18ABOUT THE 2019 ANNUAL MEETINGCOMPENSATION AND HUMAN CAPITAL MANAGEMENT HIGHLIGHTS


In 2019, we implemented a new performance management methodology for our Executive Management Team. In 2020 we cascaded the principles of our methodology to about 400 additional employees who have the ability to expose us to material amounts of risk and created the Compensation Accountability Rationale Tool (CART) to administer those principles. In 2021:

Compensation Accountability Rationale Tool (CART)
To reduce●We further improved our administrativeapproach to establishing performance ratings under the Risk and postage costs, we ask that you vote using the Internet, by telephone, by mobile phone, or by QR code, all ofControl pillar, which are available 24 hours a day.heavily determined based on the reviews of our independent risk and control functions
ToImproved Approach
●We enhanced our process for calibrating the impact of risk and control performance on compensation decisions across the organization
Enhanced Process
●We eliminated the Financial pillar’s impact for our Chief Risk Officer, Chief Auditor and Chief Compliance Officer to ensure that your voteperformance for these executives is counted, please remembermeasured based on compliance and control behaviors and not driven by financial results
Focused Assessment
●We updated the range of potential compensation impacts for performance ratings in the different pillars, in order to submit your vote by 11:59 p.m. ET on April 15, 2019simplify, clarify and enhance the effectiveness of the pillar approach as an incentive
Simplified Impacts. If you hold your shares in a Citi employee benefit plan, please submit your vote by the date indicated on your proxy card.

If you are a record holder of Citi common stock, you may attend the 2019 Annual Meeting and vote in person. If you want to vote in person at the Annual Meeting, and you hold your Citi common stock through a securities broker (that is, in “street name”), you must obtain a proxy from your broker and bring that proxy to the Annual Meeting.


      For Deferral Awards relating to 2021 annual bonuses, we expanded and clarified the provisions governing cancellation and clawback to make them more enforceable. Among the changes, we added a “material adverse outcome” cancellation and clawback trigger to our equity-based Deferral Awards that are made for 2021 annual bonuses and thereafter.

Q:How do I getIn order to provide an incentive for select employees to successfully execute their responsibilities in connection with Consent Order programs, in August 2021 our Personnel and Compensation Committee (Compensation Committee) approved a printed proxy card?
A:If you received a Notice instead of the printed materials, there are three waysprogram that provides an opportunity for stockholdersparticipants to request a proxy card and a full set of materials at no charge. In all three examples you will need the 16-digit Control Number printedearn additional compensation based on the Notice.achievement of Citi’s Transformation goals from August 2021 through December 2024. The opportunity is divided into three parts, with payment allocated as follows: 25% in February 2023, 25% in February 2024 and 50% February 2025. We backend-loaded the vesting schedule to support several objectives, including the importance of unifying the team during the transformative process, which will take several years, and ensuring that longer-term goals under the Consent Order are appropriately considered in the context of shorter-term activities. The program applies to approximately 250 senior leaders critical to helping deliver a successful Transformation, including our named executive officers other than Jane Fraser, Citi’s Chief Executive Officer.
     
Requesting a proxy card
By telephone: 1-800-579-1639;
By Internet: www.proxyvote.com; or
By e-mail: sendmaterial@proxyvote.com (send a blank e-mail with the 16-digit Control Number in the subject line).

Q:Can I change my vote?
A:Yes. Just send in a new proxy card or voter instruction form with a later date, cast a new vote by telephone or Internet, or send a written notice of revocation to Citi’s Corporate Secretary, Rohan Weerasinghe, at 388 Greenwich Street, New York, New York 10013. If you attend the 2019 Annual Meeting and want to vote in person, you can request that your previously submitted proxy not be used.To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. ET on April 15, 2019.

Q:What if I don’t vote for some of the matters listed on my proxy card?
A:If you return a signed proxy card without indicating voting instructions, your shares will be voted in accordance with the Board’s recommendationFOR the nominees listed on the card,FOR KPMG as independent registered public accounting firm for 2019,FOR Citi’s 2018 executive compensation,FOR the Citigroup 2019 Stock Incentive Plan, andAGAINST the stockholder proposals. If you only vote for certain matters, the remaining matters will be voted as set forth above. See also “Could other matters be decided at the 2019 Annual Meeting?”

Q:Can my shares held in street name be voted if I don’t return my voter instruction card and don’t attend the 2019 Annual Meeting?
A:

If you don’t vote your shares held in street name, your broker can vote your shares on matters that the New York Stock Exchange (NYSE) has ruled discretionary.

Discretionary Items. KPMG’s appointment is a discretionary item. NYSE member brokers who do not receive instructions from beneficial owners may vote on this proposal as follows: (i) a Citi affiliated member is permitted to vote your shares in the same proportion as all other shares are voted with respect to this proposal, and (ii) all other NYSE member brokers are permitted to vote your shares at their discretion.

Non-discretionary Items. Brokers will not be able to vote your shares on the election of Directors, the advisory vote to approve Citi’s 2018 executive compensation, the Citigroup 2019 Stock Incentive Plan, and the stockholder proposals if you fail to provide instructions. Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.

If your shares are registered directly in your name, not in the name of a bank or broker, you must vote your shares or your vote will not be counted.Please vote your proxy so your vote can be counted.

Citi 20192022 Proxy Statement



Table of Contents


ABOUT THE 2019 ANNUAL MEETINGCOMPENSATION AND HUMAN CAPITAL MANAGEMENT HIGHLIGHTS19

Human Capital Management

Q:

Attracting, Retaining and Motivating Employees
Attracting and retaining a highly qualified and motivated workforce is a strategic priority for us.

Accountability, Credibility and Effectiveness

Optimizing transparency concerning workforce goals, to promote accountability, credibility, and effectiveness in achieving those goals

If I hold shares through Citigroup’s employee benefit plans

To optimize transparency and do not provide voting instructions, how will my shares be voted?

A:If you hold shares of common stock through Citigroup’s employee benefit plans or stock incentive plans promote accountability concerning workforce goals:

●we break down barriers and do not provide voting instructionsspeak with candor, welcoming challenge from each other
●we strive to the plans’ trustees or administrators, your shares will be voted in the same proportion as the shares beneficially owned through such plans for which voting instructions are received, unless otherwise required by law.foster an environment where we feel empowered to question and debate consistently and effectively to make our efforts better
●we expect and welcome diverse opinions, credible challenge and constructive feedback

Q:

Diversity

Actively seeking and listening to diverse perspectives at all levels of the organization

Citigroup’s Board is committed to ensuring that the Board and the Executive Management Team are composed of individuals whose backgrounds reflect the diversity represented by Citi’s employees, customers, and stakeholders.

What vote is required,

In 2018, Citi was the first major U.S. financial institution to publicly release the results of a pay equity review comparing compensation of women to men and how will my votes be counted,U.S. minorities to elect Directors and to adopt the other proposals?

A:The following chart describes the proposalsU.S. non-minorities. Since then, Citi has continued to be consideredtransparent about pay equity, also disclosing its unadjusted or “raw” pay gap for both women and U.S. minorities since 2018. Citi’s 2021 results found that, on an adjusted basis, women globally are paid on average more than 99% of what men are paid at Citi, and there was no statistically significant difference in adjusted compensation for U.S. minorities and non-minorities. Following the meeting,review, appropriate pay adjustments were made as part of Citi’s 2021 compensation cycle. Citi’s 2021 raw gap analysis showed that the vote required to elect Directors and to adopt eachmedian pay for women globally is 74% of the other proposals,median for men, similar to 2020, up from 73% in 2019 and 71% in 2018, and that the manner in which votes will be counted:

ProposalVoting OptionsVote Required to Adopt
the Proposal		Effect of
Abstentions		Effect of
“Broker
Non-Votes”(1)
Election of DirectorsFor, against, or abstain on each nomineeA nomineemedian pay for Director will be elected if the votes cast for such nominee exceed the votes cast against such nominee.No effectNo effect
Ratification of KPMGFor, against, or abstainThe affirmative vote of a majorityU.S. minorities is more than 96% of the sharesmedian for non-minorities, which is up from just under 94% in 2020, 94% in 2019, and 93% in 2018.

Increasing the number of common stock represented atwomen globally and U.S. Black employees into assistant vice president (AVP) to managing director (MD) levels will position Citi to further close the Annual Meeting raw pay gap and entitled to vote thereon.

Treated as votes againstBrokers have discretion to vote
Advisory vote to approve Citi’s 2018 executive compensationFor, against, or abstainThe affirmative vote of a majority increase the diversity of the sharesCompany. At the AVP to MD levels, Citi established representation goals of common stock represented at40% for women globally and 8% for U.S. Black employees by the Annual Meetingend of 2021. As of December 31, 2021, Citi exceeded its goals for AVP to MD levels for women globally (at 40.6%) and entitled to vote thereon.Treated as votes againstNo effect
The Citigroup 2019 Stock Incentive PlanFor, against, or abstainThe affirmative voteU.S. Black employees (at 8.1%).

Gender parity is something we demonstrate from the very top of a majorityour organization. Eight (53%) of our 15 members of the sharesBoard of common stock represented at Directors are women and three (20%) are ethnic minorities. Jane Fraser is our first female CEO — and is the Annual Meeting first woman to lead a major U.S. financial institution. Based on existing self-identification data, 33% of our Executive Management Team are women and entitled to vote thereon.

Treated as votes againstNo effect
Three stockholder proposalsFor, against, or abstainThe affirmative vote of a majority20% are racially/ethnically diverse. Our 2021 Managing Director class represents one of the shareslargest and most diverse classes in recent history. 34.6% and 35.3% of common stock represented at the Annual Meeting and entitled to vote thereon.Treatedour new MD’s identify as votes againstNo effect

(1)A broker non-vote generally occurs when a broker is not permitted to vote on a matter without instructions from a customer having beneficial ownershipwomen globally or ethnic minorities in the securities and has not received such instructions. Broker non-votes will not be counted as shares entitled to vote on the relevant proposal.US, respectively.

If a nominee for Director is not re-elected by the required vote, he or she will remain in office until a successor is elected and qualified or until his or her earlier resignation or removal. Citi’s By-laws provide that in the event a Director nominee is not re-elected, such Director shall offer to resign from his or her position as a Director. Unless the Board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election.

The result of the votes on an advisory vote on Citi’s 2018 executive compensation is not binding on the Board, whether or not the resolution is passed under the voting standards described above. In evaluating the stockholder vote on the advisory resolution, the Board will consider the voting results in their entirety.


www.citigroup.com



Table of Contents


20ABOUT THE 2019 ANNUAL MEETINGCOMPENSATION AND HUMAN CAPITAL MANAGEMENT HIGHLIGHTS

Q:Is my vote confidential?
A:

Development

Continuously innovating in how we recruit, train, compensate, promote and engage with our workforce

Citi encourages career growth and development by offering broad and diverse opportunities to colleagues.

We focus on internal talent development to provide colleagues with career growth opportunities, with 41% of open positions filled internally.

We believe all parents deserve time to adjust to parenthood and bond with the newest member of their family. Beginning in early 2020, we started to expand our Paid Parental Leave Policy. At a minimum, all Citi employees will be eligible for 16 weeks of paid maternity leave or four weeks of paid parental leave.

In 2006,response to changes in reproductive healthcare laws in certain states in the Board adoptedU.S., beginning in 2022 we provide travel benefits to facilitate access to adequate resources.

We continue to broaden gender affirmation medical coverage and incorporate it in our basic medical plan coverage around the world. We have enhanced our fertility coverage and our support of young families however they are formed. Citi’s new Adoption and Surrogacy Assistance Program provides reimbursement to help with certain expenses in the adoption of a confidential voting policy aschild or surrogacy parenting arrangement.

To combat fatigue, we launched two different sabbatical programs to allow employees in designated jurisdictions to recharge and reenergize (12 weeks) or volunteer with a charitable institution (2-4 weeks).

As part of its Corporate Governance Guidelines. Under the policy, except as necessary to meet applicable legal requirements or as otherwise described below, all votes, whether submitted by proxies, ballots, Internet voting, telephone voting, or otherwise are kept confidential refresh of our consumer strategy in Asia, we implemented an approximately $1.1 billion voluntary early retirement plan for registered stockholders who request confidential treatment. If you are a registered stockholderemployees in Korea.

Citi has significantly enhanced our free mental wellbeing programs, including counseling and would like your vote kept confidential, please check the appropriate box on the proxy card or follow the instructions when submitting your vote by telephone, mobile phone, or by the Internet. If you hold your sharesreferrals for employees and their families, including upgraded programs with text, video, and message-based therapy in “street name” or through an employee benefit plan or stock incentive plan, your vote already receives confidential treatmentNorth America. We also expanded live, town-hall style mental wellbeing programing, including targeted events with subject matter experts aimed at parents, caregivers, and you do not need to request confidential treatment in order to maintain the confidentiality of your vote.

The confidential voting policy will not apply in the event of a proxy contest or other solicitation based on an opposition Proxy Statement and in certain other limited circumstances. For further details regarding this policy, please see the Corporate Governance Guidelines, available on Citi’s website at www.citigroup.com.at-risk groups.


Q:Could other matters be decided at the 2019 Annual Meeting?
A:We don’t know of any matters that will be considered at the Annual Meeting other than those described above. If a stockholder proposal that was excluded from this Proxy Statement is brought before the meeting, the Chair will declare such proposal out of order, and it will be disregarded, or we will vote the proxiesAGAINST the proposal. If any other matters arise at the Annual Meeting that are properly presented at the meeting, the proxies will be voted at the discretion of the proxy holders.

Q:What happens if the meeting is postponed or adjourned?
A:Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Citi 20192022 Proxy Statement



Table of Contents


ABOUT THE 2019 ANNUAL MEETINGCOMPENSATION AND HUMAN CAPITAL MANAGEMENT HIGHLIGHTS21

Q:Do I need a ticket to attend the 2019 Annual Meeting?

Workforce Size and Distribution


In 2021, Citi welcomed almost 47,000 new employees to the organization, and through internal mobility within Citi an additional 27,000 open positions were filled. Those changes mean that close to a third of our employees are new to the organization or to their roles. The changes are driven by Citi’s investments in key markets and products, ongoing Transformation efforts and a highly competitive talent market globally. A significant and growing portion of the roles were not entry level. We added programs to address the challenges arising from these changes to our workforce, including implementing new surveys to gather feedback and other integration efforts. At the same time, through increased efforts in our recruiting processes we were able to increase the share of diverse candidates that we interviewed by 26% in 2021.

www.citigroup.com


NEW ADMISSION PROCEDURES
A:

Yes, you will need an admission ticket or proof of ownership of Citi common stock to enter the Annual Meeting. Starting this year, we have streamlined the admission process for entry into the 2019 Annual Meeting. To promote an efficient admission process, we encourage all of our stockholders attending the meeting to pre-register and bring an admission ticket with them. Tickets can be printed by accessing Shareholder Meeting Registration at www.proxyvote.com and following the instructions provided (you will need the 16-digit Control Number included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials). If you are unable to print your ticket, please call Shareholder Meeting Registration Phone Support (toll free) at 1-844-318-0137 or (international toll call) at 1-925-331-6070 for assistance.

When you arrive at the Annual Meeting, you will be asked to present photo identification, such as a driver’s license, and provide one of the form(s) of alternative documentation listed below. If you arrive at the meeting without an admission ticket, we will admit you only if we are able to verify that you are a Citi stockholder. If you hold your shares in a joint account, both owners can be admitted to the Annual Meeting provided that proof of joint ownership is given. Due to space limitations, Citi will not be able to accommodate guests at the Annual Meeting. Tickets to the Annual Meeting are not transferable. A stockholder may appoint only one proxy to represent him or her at the Annual Meeting.


Record
Stockholder		Street Name HolderProxy
for Record
Stockholder		Proxy
for Street
Name Holder
One of the following:
●A printed admission ticket available online by clicking “Register for Meeting” link at www.proxyvote.com
●Notice of Internet Availability of Proxy Materials
●Proxy Card
One of the following:
●A printed admission ticket available online at www.proxyvote.com
●Notice of Internet Availability of Proxy Materials
●Voting Instruction form from your bank or broker
●A recent brokerage statement or letter from a bank or broker
●Valid, written legal proxy naming you, signed by a record stockholder
AND
Either
●Notice of Internet Availability of Proxy Materials
Or
●Proxy Card
●Valid and assignable written legal proxy naming you, signed by the street name holder’s bank or brokerage firm
AND
Either
●Notice of Internet Availability of Proxy Materials
●Voting Instruction form from the street name holder’s bank or broker
Or
●A recent brokerage statement or letter from a bank or broker

www.citigroup.com

Table of Contents

22

Corporate Governance

Citigroup Inc. (Citigroup, Citi or the Company) 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’s Board is committed to diversity — currently 53% of its members are women and 20% are racially and ethnically diverse;
●Citi has appointed the first female CEO of a major U.S. financial institution;
●A standing Ethics, Conduct and Culture Committee of the Board of Directors oversees management’s efforts to foster a culture of ethics within Citi;
●No super-majority vote provisions in our Restated Certificate of Incorporation;
●A declassified board structure;
Annual election of all Directors;
●Majority vote standard for uncontested Director elections;
●Citi has an Independent Chair; the By-laws provide that if Citi does not have an independentIndependent Chair of the Board, the Board is required to elect a lead independent Director;
●87% of Citi’s Board Nomineesmembers are independent;
●Majority vote standard for uncontested Director elections; and
●In 2019, we wereCiti was the first large 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. See page 76geography;
●Citi appointed a Chief Sustainability Officer in September 2019; and
●Citi committed in 2021 to conduct a racial equity audit of this Proxy Statementits Action for further information.Racial Equity Commitments.

Stockholder
Rights

●In 2019, the Board, taking into account the result of the stockholder vote on a proposal presented at the 20182019 Annual Meeting, amended Citi’s By-laws to provide that stockholders holding at least 20%15% of the outstanding common stock have the right to call a special meeting;
●Proxy access by-law;Access By-law; and
●Stockholders may act by written consent.

Executive
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 to pledge their Citi securities as collateral for a loan. For more information, please see Citi’s Hedging Policies on pages 41-42.

Political
Activity

●Political Activities StatementEngagement Report 2021 (formerly Citi’s Political Contributions and LobbyingActivities Statement) includes significant disclosure about our lobbying practices and oversight. The Political Activities StatementEngagement 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:
➢a link on our website to federal, state, and stateinternational government websites where our lobbying activities are reported;
➢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 independent expenditures;such activities; and
➢listing on Citi’s website the names of our significant trade and business associations on Citi’s website.in which membership dues total $100,000 or more, and the associations’ allocated portion of the dues attributable to lobbying during the calendar year.

Citi 20192022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE23

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 “About Us” and then “Corporate Governance.”


www.citigroup.com/citi/ investor/corporate_ governance.html

     
●Corporate Governance Guidelines
●Audit Committee Charter
●Ethics, Conduct and Culture Committee Charter
●Nomination, Governance and Public Affairs Committee Charter
●Operations and Technology Committee Charter
●Personnel and Compensation Committee Charter
●Risk Management Committee Charter
●Code of Conduct
●Code of Ethics for Financial Professionals
●Environmental, Social and Governance Report
●Citi’s Compensation Philosophy
●By-laws and Restated Certificate of Incorporation
●Corporate Political Activities Statement
●Global CitizenshipEngagement Report
●Banking on 2030: Citi & the Sustainable Development Goals 2021
●Environmental and Social Policy Framework
●Finance for a Climate-Resilient Future: Citi’s 2021 TCFD ReportReport: Citi’s Approach to Climate Change and Net Zero
●Sustainable Progress Strategy
●Statement on Human Rights
●Citi’s U.K. Modern Slavery Act Statement
●A list of our 20182021 Political Contributions and the names of Citi’s significant trade and business associations

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 20182021 with them. The 20182021 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 20182021 Annual Report on Form 10-K, which is included in Citi’s Annual Report to Stockholders for 2018.2021.

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 “About Us,” 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: Audit; Nomination, Governance and Public Affairs; and Personnel and Compensation be independent. 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.

www.citigroup.com

Table of Contents

24CORPORATE 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 a case-by-case 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 performingperform his or her duties as a Director. Interlocking directorates are prohibited (inside Directors and executive officers of Citi may not sit on boards of companies where a Citi outside Director is an executive officer).

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.Stockholders. All of the Directors then in office attended Citi’s 20182021 Virtual Annual Meeting.

Evaluation of Board Performance

The Nomination, Governance and Public Affairs Committee nominates one of the members of the Board to serve as Chair of the Board on an annual basis. The Nomination, Governance and Public Affairs Committee also 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 regardsregard to such matters as regulatory requirements, strategic and financial oversight, oversight of risk management, executive compensation, succession planning, and governance, matters, among many other topics. The committees evaluate their performance against the requirements of their charters and other aspects of their responsibilities. 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. SeeBoard Self-Assessment Processon page 31 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, for example, develop a deeper understanding of a business issue or a complex financial product.

Succession Planning

The Board reviews the Personnel and Compensation 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 successors to the Chief Executive Officer (CEO).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, and senior management, and/orand from recruiting firms. To develop internal candidates, Citi engages in

Citi 2019 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE25

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

Citi 2022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE25

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. SeeCertain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participationon pages 38-39 of this Proxy Statement.39-41.

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.

www.citigroup.com

Table of Contents

26CORPORATE GOVERNANCE

The Board and 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 Board 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 also 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 and current board members is independent:


●Ellen M. Costello
●Lew W. (Jay) Jacobs, IVGrace E. Dailey
●James S. Turley
●John C. Dugan
●Renée J. James
●Deborah C. Wright
●Duncan P. Hennes
     
●Eugene M. McQuade
●Ernesto Zedillo Ponce de Leon
●Peter B. Henry
●S. Leslie Ireland
●Renée J. James
●Gary M. Reiner
●S. Leslie Ireland
●Diana L. Taylor
●James S. Turley

The Board has determined that Mr. McQuade is independent because he retired from employment in May 2015, over three years ago. The Board has determined that Michael L. CorbatJane N. Fraser and Barbara J. Desoer are not independent. Mr. CorbatMs. Fraser is our Chief Executive Officer and Ms. Desoer ispreviously served as the Chief Executive Officer of Citibank, N.A., our largest banking subsidiary. Ms. Desoer is scheduled to retireThe Board has also determined that current directors Lew W. (Jay) Jacobs, Deborah C. Wright and Ernesto Zedillo Ponce de Leon, who are not standing for re-election as directors at the Chief Executive Officer of Citibank, N.A. before Citi’s 20192022 Annual Meeting.Meeting, are 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, Internal Revenue Code (IRC), 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.

Citi 20192022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE27

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.
●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 Board of Governors of the Federal Reserve, 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 Office of the Comptroller of the Currency 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.

www.citigroup.com

Table of Contents

28CORPORATE GOVERNANCE

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 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 20192022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE29

Meetings of the Board of Directors and Committees

The Board of Directors met 2029 times in 2018. During 2018,2021. Citi’s standing Board Committees met as follows: the Audit Committee met 2123 times, the Ethics, Conduct and Culture Committee met 4 times, the Nomination, Governance and Public Affairs Committee met 10 times, the Operations and Technology Committee met 59 times, the Personnel and Compensation Committee met 1316 times, and the Risk Management Committee met 1315 times. In addition, a subcommittee of the Risk Management CommitteeData Quality Subcommittee, which was terminated in February 2021, met 9 times.one time in 2021. The Executive Committee did not meet in 2018.2021.

During 2018,2021, substantially all of the members of the Board served on and/or chaired one or more ad hoc committees, covering compliance mattersincluding the Transformation Oversight Committee, or served on an international subsidiary board. In addition, during 2018, Mses. CostelloDailey, Desoer, Fraser, Ireland, and IrelandTaylor and Messrs. Hennes, McQuade, Santomero,Henry, 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 2018.2021.

*The Operations and Technology Committee and the Data Quality Subcommittee were terminated on February 1, 2021 and their responsibilities assumed by the Transformation Oversight Committee. Please see “Transformation Enhancements at Citi” on page 33.

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 2018,2021, Mr. O’NeillDugan presided at each executive session of the non-management Directors. In addition, the independent Directors met in executive session during 2018.2021.

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. 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, including, importantly, having a standing Risk Management Committee and the 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.

Citi has had an independent Chair since 2009. Following Michael O’Neill’s retirement as Chair on January 1, 2019, the Board appointed John Dugan as independent Chair to succeed him.

www.citigroup.com

Table of Contents

30CORPORATE 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 companyCompany 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 the CompanyCiti 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. The candidates nominated for election at Citi’s 20192022 Annual Meeting exemplify that diversity: sixseven nominees are women and three nominees are African-American or Hispanic.one nominee is racially 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 issues 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; financial reporting;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 2021, the Directors received training on various topics, including certain complex business products like Digital Currencies, Cybersecurity, Climate Change, Regulation O, Community Reinvestment Act, Fair Lending, AML, and Resolution and Recovery Planning among other topics.

Citi 20192022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE31

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.

Summary of the Written Evaluations

Citi’s Corporate Governance Office aggregatescoordinated a review of the form of Board self-assessment questionnaires proposed for 2021, and summarizes ourrecommended changes which were implemented for the Board’s 2021 self-assessment. After Board approval, the Corporate Governance Office circulated the self-assessment forms, and then aggregated Directors’ responses to the questionnaires, highlighting comments and high and lowthemes as well as scores on variousparticular topics. Responses are not attributed to specific Board members to promote candor. The aggregated and anonymized results, including all written comments, together with data analyzing trends or results over prior years, 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, ourthe Chair leadsheld 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 specificthe implementation of Board-related initiatives.


*

Each standing committee conductsand certain ad hoc commmittees conduct an annual written self-assessment and reports the results to the Board, which include how each committee’s effectiveness may be enhanced. Topics covered on the committee self-assessments include the mandates and authority of the committee, qualification of members, functioning of the committee, and duties and responsibilities pursuant to the charters.

www.citigroup.com

Table of Contents

32CORPORATE GOVERNANCE

Board’s Role in Risk Oversight

For Citi, effective risk management is of primary importance to its overall operations. Accordingly, Citi’s risk management process has been designed to monitor, evaluate and manage the principal risks it assumes in conducting its activities. Specifically, 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.

The Citigroup Board of Directors is responsible for oversight of risk management and holds the Executive Management Team accountable for implementing the Enterprise Risk Management (ERM) Framework and meeting strategic objectives within Citi’s risk appetite. The Board overseesof Directors formed the Transformation Oversight Committee to oversee management’s efforts to improve our risk and control environment, and oversee the FRB Order, as well as to monitor management’s progress as it relates to the broader transformation of Citi. (Please see page 33 to review additional disclosure on the Transformation Oversight Committee.)

Citi has established an ERM Framework to ensure that all of Citi’s globalrisks 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 framework.across the end-to-end risk management lifecycle. The ERM Framework also provides clarity on the expected activities in relation to risk management of the Citigroup Board of Directors, Citi’s Executive Management Team and employees across the lines of defense.

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). In addition, 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 in a consistent and effective manner.

For more information about Citi’s risk management, see the “Managing Global Risk” section of the Firm’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”).

        
Risk Management Committee
Board of Directors
●approves Citi’sreceives regular risk updates by the Chief Risk Governance Framework
●reviews and approves risk management policies on the establishment of risk limits and reviews risk management programs for Citi and its subsidiaries
●consults with management on the effectiveness of risk identification, measurement, and monitoring processes, and the adequacy of staffing and action plansOfficer at each regularly scheduled Board meeting
●provides oversight of among others,credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputational risk matters related to Citi’s Comprehensive Capital Analysis and Review (CCAR) practices, Resolution and Recovery Planning, and cybersecurity
  
Chief Risk Officer
●delivers risk report at regularly scheduled Board meetings
●responsible for Global Risk Management
●responsible for an integrated effort to identify, assess, and manage risks
●reports to the Chief Executive Officer and Risk Management Committee
●reports at least twice annually to the Personnel and Compensation Committee on incentive compensation
Board Committees:
Audit Committee
●provides oversight of compliance risk, cybersecurity risk, fraud risk,Citi’s financial reporting/internal control risk and operational risk matters
Ethics, Conduct and Culture Committee
●provides oversight of Citi’s Conduct Risk Management Program
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 Governancecorporate governance matters
Operations and Technology CommitteeTransformation Oversight Committee*
●provides oversight of cybersecurity as well as privacythe actions of Citi’s management to develop and data securityexecute a transformation of Citi’s risk and control environment required pursuant to the FRB Order
Personnel and Compensation Committee
●provides oversight of incentive compensation plans and risk related to compensation
Risk Management Committee
●reviews and considers for approval Citigroup's Enterprise Risk Management Framework
●reviews and approves risk management policies on the establishment of risk limits and reviews risk management programs for Citi and its subsidiaries
●consults with management on the effectiveness of risk identification, measurement, and monitoring processes
●provides oversight of, among others, matters related to Citi’s Comprehensive Capital Analysis and Review (CCAR) practices, Resolution and Recovery
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 at least twice annually to the Personnel and Compensation Committee on incentive compensation
 

*

The Transformation Oversight Committee is an ad hoc committee.

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

32CORPORATE GOVERNANCE33

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. GlobalIndependent Risk Management, led by the Chief Risk Officer is a company-wide function that is responsiblesets risk and control standards for an integrated effort to identify, assess,the first line of defense and manageactively manages and oversees aggregate credit, market (trading and non-trading), liquidity, strategic, operational and reputation risks across Citi, including risks that may affect Citi’s ability to execute on its corporate strategyspan categories, such as concentration risk, country risk and fulfill its business objectives.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 its other meetings.

A series of Program Groups focus on specific requirements of the Consent Order. Members of the Transformation Oversight Committee 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 of Directors provides oversight of management’s efforts to addressmitigate cybersecurity risk.risk and respond to cyber incidents. The Board receives regular reports on cybersecurity and various Committees receive periodic reports and engageengages in discussions throughout the year with management and subject-matter experts on the effectiveness of Citi’s overall cybersecurity program, exploring Citi’s inherent cybersecurity risks, the road map for addressing these risks, and Citi’s progress in doing so. Board and Committee members receive contemporaneous reporting on any significant cyber events that may occur—which includes efforts atincluding response, discussions of legal obligations, and the status of outreach and notification to regulators—regulators, and providescustomers when needed, as well as guidance to management as appropriate. In 2021, the Risk Management Committee 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 (NGPAC) 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 Ethics, Conduct and Culture Committee oversees management's efforts to reinforce and enhance a culture of ethics throughout the firm. In 2020 into 2021, the NGPAC reviewed and discussed investor and market developments related to net zero, including a shareholder proposal pertaining to net zero, and considerations for Citi as it deliberated on the implications of a potential net zero commitment. These discussions continued with the full Board throughout 2021. During 2021, the Board participated in a climate

www.citigroup.com

Table of Contents

34Corporate Governance

education session provided by the Head of Climate Risk, the Chief Sustainability Officer, and the Head of Corporate Banking. The Board received reports from the Chief Sustainability Officer regarding sustainability activities and performance, including those related to climate change and Citi’s net zero plan, and the Risk Management Committee received reports from the Head of Climate Risk regarding emerging bank regulatory trends on climate risk and Citi’s approach to meeting them. 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, environmental and social matters, including climate risk.

Committees of the Board of Directors

The followingBelow are the standing committees of the Board of Directors: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. (Please see page 33 to review additional disclosure related to the Transformation Oversight Committee).

Audit Committee

Members:

Ellen M. Costello
John C. Dugan
Peter B. Henry
Lew W. (Jay) Jacobs, IV
Anthony M. Santomero
James S. Turley (Chair)
Deborah C. Wright

Committee Meetings
in 2018:

21

Charter:

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

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 accounting firmaccountants (“Independent Auditors”), and the evaluation of the Independent Auditors’ qualifications, independence and performance;
●policy standards and guidelines for risk assessment and risk management;
●the appointment and approval of the base compensation for the Chief Auditor;
●Citigroup’s compliance with legal and regulatory requirements, including Citigroup’s disclosure controls and procedures; and
●the fulfillment of the other responsibilities set out in the Audit Committee’s charter.

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 Ms.Mses. Costello and Dailey and Messrs. Dugan, Jacobs, SantomeroHennes, and Turley qualifies as an “audit committee financial expert” as defined by the SEC and each such Director as well as Ms.Mses. James and Wright and Mr. Henry 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)

Deborah C. Wright

Committee Meetings in 2021:

23

Charter:

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

Citi 20192022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCECorporate Governance3335

Ethics, Conduct and
Culture Committee

Committee Roles and Responsibilities:

The Ethics, Conduct and Culture
Committee

oversees management’s efforts to foster a culture of ethics, appropriate conduct, and accountability within the organization. As such, the Committee oversees, receives reports from, and advises management on the development, definition, and communication of 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, mission and value proposition, and leadership principles; 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 encourage employees to escalate issues and share feedback without fear of retaliation; Citi’s response to behavioral issues and its communications with employees on these topics; management’s assessment of progress towards Citi’s target culture state; conduct risk management, including the management, minimization, and mitigation of Citi’s conduct risks, ownership of conduct risk by the first line of defense, and clarity of conduct risk oversight roles and responsibilities across the second line functions; hiring practices, including efforts to promote diversity and inclusion in the workplace in Citi’s hiring, retention, and staff development practices; and processes for the reporting and resolution of ethics issues raised by employees.

The Committee also reviews and assesses at least annually whether Citi’s Code of Conduct and Code of Ethics for Financial Professionals instill appropriate ethical behavior in Citi’s culture, business practices and employees, and recommends any proposed changes or waivers to the Board for approval. In addition, the Committee oversees certain concerns reported to the Citi Ethics Office involving Citi executive leadership or Directors.

The Committee’s role is one of oversight, recognizing that management is responsible for continuously reinforcing and championing Citi’s sound ethics, responsible conduct and principled culture throughout Citi’s employee population.

Members:

Peter B. Henry
Franz B. Humer (Chair)

S. Leslie Ireland

Lew W. (Jay) Jacobs, IV

Deborah C. Wright

Ernesto Zedillo

Ponce de Leon

Committee Meetings
in 2018:2021:

4

Charter:

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

Committee Roles and Responsibilities:

The Ethics and Culture Committee oversees management’s efforts to foster a culture of ethics within the organization; oversees and helps shape the definition of Citi’s value proposition; oversees management’s efforts to enhance and communicate Citi’s value proposition, evaluates management’s progress, and provides feedback on these efforts; reviews and assesses the culture of the organization to determine if further enhancements are needed to foster ethical decision-making by employees; and oversees management’s efforts to support ethical decision-making in the organization, evaluates management’s progress, and provides feedback on these efforts. The Committee also reviews and assesses the adequacy of Citi’s Code of Conduct and Code of Ethics for Financial Professionals and approves any waivers to either Code. The Committee also provides oversight of Citi’s Conduct Risk Management Program, whose objective is to enhance Citi’s culture of compliance and control through the management, minimization, and mitigation of Citi’s conduct risks.


Executive Committee

Members:

John C. Dugan (Chair)
Duncan P. Hennes
Franz B. Humer
Gary M. Reiner
Anthony M. Santomero
Diana L. Taylor
James S. Turley

Committee Meetings
in 2018:

None

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

Peter B. Henry
Lew W. (Jay) Jacobs, IV

Diana L. Taylor

James S. Turley

Committee Meetings in 2021:

None

www.citigroup.com

Table of Contents

3436CORPORATE GOVERNANCECorporate Governance

Nomination,
Governance
and Public
Public Affairs
Committee

Members:

John C. Dugan
Peter B. Henry
Diana L. Taylor (Chair)
Ernesto Zedillo
       Ponce de Leon

Committee Meetings in 2018:

10

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 “About Us,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

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.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. SeeCertain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participationon pages 38-39 of this Proxy Statement39-41 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 Business PracticesReputation Risk Committees; and reviewing Citi’s Citizenship and SustainabilityESG 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.

Citi 2019 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE35

Operations and
Technology
Committee

Members:

S. Leslie Ireland
Renée J. James
John C. Dugan

Peter B. Henry

Lew W. (Jay) Jacobs, IV

Gary M. Reiner

Diana L. Taylor (Chair)
Deborah C. Wright
Ernesto Zedillo
Ponce de Leon

Committee Meetings
in 2018:2021:

59

Charter:

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

Committee Roles and Responsibilities:

The Operations and Technology Committee oversees the scope, direction, quality, and execution of Citi’s technology strategies formulated by management, and provides guidance on technology as it may pertain to, among other things, Citi business products and technology platforms.

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

36Corporate GovernanceCORPORATE GOVERNANCE37

Personnel and
Compensation
Committee

Members:

John C. Dugan
Duncan P. Hennes (Chair)
Lew W. (Jay) Jacobs, IV
Gary M. Reiner
Diana L. Taylor

Committee Meetings
in 2018:

13

Charter:

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

Committee Roles and Responsibilities:

The Personnel and Compensation Committee has been delegated broad authority to oversee compensation of employees of the Company and its subsidiaries and affiliates. 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 members of Citi’s Operating Committee.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 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 amount paid to FW Cook in 2018 for advice on executive compensation matters is disclosed in theCompensation Discussion and Analysis on page 97 of this Proxy Statement.

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 Personnel and Compensation 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, and is an “outside Director,” as defined by Section 162(m) of the Internal Revenue Code.

Members:

John C. Dugan

Duncan P. Hennes

Lew W. (Jay) Jacobs,
IV (Chair)

Renée J. James

Gary M. Reiner

Diana L. Taylor

Committee Meetings in 2021:

16

Charter:

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





Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

38CORPORATE GOVERNANCE37

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’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, compliance and reputation risks across the firm, including risks that span categories, such as concentration risk country risk, and climate risk.

Members:

Ellen M. Costello

Grace E. Dailey

Barbara J. Desoer

John C. Dugan

Duncan P. Hennes
Franz B. Humer
Renée J. James
Eugene M. McQuade
Anthony M.
       Santomero (Chair)

James S. Turley
Ernesto Zedillo
       Ponce de Leon

Committee Meetings
in 2018:2021:

1315

Charter:

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

Committee Roles and Responsibilities:

The Risk Management Committee has been delegated authority to assist the Board in fulfilling its responsibility with respect to (i) oversight of Citigroup’s risk management framework, including the significant policies and practices used in managing credit, market, operational, and certain other risks, (ii) oversight of Citigroup’s policies and practices relating to funding risk, liquidity risk, and price risk, which constitute significant components of market risk, and risks pertaining to capital management, and (iii) oversight of the performance of the Fundamental Credit Risk (“FCR”) credit review function. The Committee reports to the Board of Directors regarding Citigroup’s risk profile and its risk management framework, including the significant policies and practices employed to manage risks in Citigroup’s businesses, and the overall adequacy of the Risk Management function. The Committee provides oversight of Citi’s CCAR and Resolution and Recovery Planning efforts. The Committee also reviews risk related to information security and cybersecurity, including steps taken by management to control such risks, and coordinates with the Personnel and Compensation Committee in relation to that committee’s role with respect to risk matters related to compensation, which includes the approval of the Global Head of FCR’s base compensation, adjustments and incentive compensation.

The Risk Management Committee created a subcommittee in 2016 to provide oversight of data governance, data quality, and data integrity. Ms. James and Messrs. Santomero (Chair) and Turley are members of the Risk Subcommittee. The Risk Subcommittee met 9 times in 2018.


AuditEthics,
Conduct
and
Culture		ExecutiveNomination,
Governance
and Public
Affairs		Operations
and
Technology		Personnel and
Compensation		Risk
Management
Michael L. Corbat
Ellen M. Costello●●
Grace E. Dailey●●
Barbara J. Desoer●●
John C. Dugan●●●●●
●Jane N. Fraser
Duncan P. Hennes●●●●
Peter B. Henry●●●
Franz B. Humer●●●
S. Leslie Ireland●●
Lew W. (Jay) Jacobs, IV●●●●
Renée J. James●●
Renée J. JamesGary M. Reiner●●
Eugene M. McQuade●
Gary M. Reiner●●●
Anthony M. Santomero●●●
Diana L. Taylor●●●
James S. Turley●●●
Deborah C. Wright●●●
Ernesto Zedillo
     Ponce de Leon		●●
●committee member
●committee member
●committee chair

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

38CORPORATE GOVERNANCE39

Involvement in Certain Legal Proceedings

There are no legal proceedings to which any Director, officer, or The Vanguard Group (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. owns more than 5% of Citi’s common stock. In lieu of participating in certain class action settlements of claims entered into by Citi and other banks relating to alleged manipulation of the foreign exchange market, and 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. BlackRock, Inc. owns more than 5% of Citi’s common stock.

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 “About Us,” 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 related persons.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 President, 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, 20182021 — see Stock Ownership — Owners of More than 5% of Citi Common Stock in this Proxy Statement on page 44.46. During 2018,2021, our 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

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

40CORPORATE GOVERNANCE39

basis and contain

customary terms and conditions and were on substantially the same terms as comparable transactions with unrelated third parties. 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”)(Citibanamex) entered into an agreement with BlackRock, Inc. and certain of its affiliates pursuant to which BlackRock would acquire the asset management business of Citibanamex in Mexico. The transaction includes the sale of the Impulsora de Fondos Banamex, S.A. de C.V., (“Impulsora”) (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. The closing for this transaction occurred in September 2018. Consideration for the sale consisted of $350 million and certain future payments if defined targets are met. In connection with the closing, Citibanamex and BlackRock also entered into a long-term distribution agreement to offer BlackRock asset management products to Citibanamex clients in Mexico. The agreement provides a framework under which Citibanamex would distribute BlackRock products in Mexico and includes terms relating to pricing, preferential access, and product support. Pursuant to this agreement, fees of approximately $77.32 million were paid to Blackrock in 2021. The Nomination, Governance and Public Affairs Committee reviewed the terms of the sale and approved the transaction in accordance with the Related Party Transaction Policy. Based on information contained

In 2020, Citibank, N.A., a subsidiary of Citi, entered into a binding Memorandum of Understanding (“MOU”) with BlackRock Financial Management, Inc. The MOU recorded the parties’ understanding as to the terms to be subsequently embodied in a Schedule 13G filed withSoftware Services (hosting) Agreement. The MOU reflects the SEC,parties’ understandings about a joint process to explore a hosted services arrangement for an ETF-related processing system. The system would be a technology platform for the middle- and back-office processing requirements of both BlackRock reportedsponsored ETF’s (known as iShares) and non-BlackRock sponsored ETF’s. Citi paid BlackRock a total of $4.5 million in 2021 towards the development of Aladdin for ETF Servicing.

Citigroup Capital Partners II, L.P. and Citigroup Venture Capital International Growth Partnership II, L.P. are funds that it beneficially owns more than 5% of Citi’s common stock.

were formed in 2006 and 2007, respectively. They invest either directly or via a master fund in private equity investments. Citi has established funds 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 maywere 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. In 2018,2021, there were no distributions from the funds that require disclosure.exceeded $120,000. Citigroup Capital Partners II, L.P. liquidated participant interests in 2021 and all distributions were made to participants.

In 2018,2021, 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 98 of this Proxy Statement are the current members of the Personnel and Compensation Committee.Committee; Alexander Wynaendts also served as a member of the Personnel and Compensation Committee until his resignation from the Board in November 2021. No current or former member of the Personnel and Compensation Committee was a part of a “compensation committee interlock” during fiscal year 20182021 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 Personnel and Compensation Committee had any material interest in a transaction with Citi or is a current or former officer of Citi, and no member of the Personnel and Compensation 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 2018.2021.

Mr. Corbat has entered intoCiti 2022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE41

In 2022, certain previously awarded shares granted to Ms. Desoer when she was an Aircraft Time Sharing Agreement withemployee of Citigroup Inc. that allows himvested. This award included Performance Share Units and Capital Accumulation Program Awards. On February 14, 2019, Ms. Desoer received from Citi a target award of 33,638.75 Performance Share Units. Based on adjustments due to reimburse Citiperformance conditions described in the Compensation Discussion and Analysis section, Ms. Desoer became entitled to receive 29,602.10 Performance Share Units on February 28, 2022, when the share units vested. Performance Share Units are paid in cash, and Ms. Desoer received a cash payment of $2,067,588 for the costshare units on March 11, 2022. During her employment at Citi, Ms. Desoer also received shares of his personal useCiti common stock awarded under the Capital Accumulation Program. Approximately 14,958 shares vested on January 20, 2022, representing the deferred portion of corporate aircraft based Ms. Desoer’s annual incentive awards for 2018 to 2019, which were awarded to her under the Capital Accumulation Program. These shares are reported in the Beneficial Ownership Table on the aggregate incremental cost of the flightpage 45. Ms. Desoer has 8,409 unvested shares remaining from her Capital Accumulation Program awards. These unvested shares remain subject to Citi. Aggregate incremental cost is calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service or, if higher, the charge allowed under Federal Aviation Regulation 91.501(d). Mr. Corbat reimbursedfluctuations in Citi’s common stock price as well as to Citi $223,132 related to his personal use of corporate aircraft during 2018.clawbacks.

An adult child of Mr. Humer, a Director, has been employed by Citi since 2010 and is currently employed by Citi’s Institutional Clients Group. He received 2018 compensation of $951,239. 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 the ConsumerCiti’s Personal Banking Groupand Wealth Management and received 20182021 compensation of $479,139. An adult child$1,349,259. A sister-in-law of John Gerspach,Peter Babej, Citi’s former CFO,CEO of Asia Pacific, has been employed by Citi since 20092017 and is currently employed in Citi’s Compliance Group. HeShe received 20182021 compensation of $154,765.$331,300. 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. These individualsMs. 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.

www.citigroup.com

Table of Contents

40CORPORATE GOVERNANCE

Indebtedness

Other than certain “grandfathered” margin loans, 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 20182021 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.

Business PracticesCiti’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.

www.citigroup.com

Table of Contents

42CORPORATE 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 business practices committees,Reputation Risk Committees govern the process by which material reputation risks are composedidentified, managed, and escalated, 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 our most senior executives, provide the guidance necessary for Citi's business practices to meet the highestrisk awareness and high standards of professionalism, integrity and ethical behavior across the company, consistent with Citi’s Mission and Value Proposition. The business practices committeesRegional and Business Reputation Risk Committees may escalate reputation risks for due consideration by the Group Reputation Risk Committee at the corporate level and each of Citi’s businesses and regions review business activities, transactions, sales practices, product design, potential conflicts of interest, and other franchise or reputational risk issues escalated to these committees.

Business practices concernslevel. The Group Reputation Risk Committee may be raised through a variety of sources, including business practices working groups, other in-business committees, or the control functions. Relevant issues from the business practices committees are reported on a regular basisescalate risks to the Nomination, Governance and Public Affairs Committee of the Board.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. In 2014, Citi’s Board established a standing Ethics, Conduct and Culture Committee of the Board to oversee senior management’s ongoingsustained focus on efforts to foster a culture of ethics, appropriate conduct, and accountability throughout Citi. For more information, please see the Ethics, Conduct and Culture Committee Charter, which is set forth on Citi’s website at www.citigroup.com.

Citi 20192022 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE4143

With oversight from the Ethics, Conduct 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 Standards.Principles. On an ongoing basis, the Ethics, Conduct and Culture Committee remains responsible for overseeing senior management’s efforts to reinforce sound ethics, responsible conduct and enhance aprincipled culture of ethics within Citi, which includes:

●Overseeing

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;

●Reviewing and assessing Citi’s culture to determine if further enhancements are needed to foster ethical decision-making by employees and

overseeing management’s efforts to support Citi’s desired culture and ethical decision-making by employees;in the organization, evaluating management’s progress and providing feedback on these efforts; and

●Reviewing

reviewing Citi’s Code of Conduct and Code of Ethics for Financial Professionals.

Programs and Efforts that Embed Culture

To promote ethicala culture of ethics and appropriate conduct, and enhance Citi’s culture, 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 Ethics, Conduct 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 StandardsPrinciples into key aspects of our employee life cycle,such as hiring and performance reviews.

●

Training of employees on key culture-related themes,including on 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 professionalsFinance Professionals and administrative staffAdministrative Staff in a finance role, including but not limited to Controllers, Finance & Risk Shared Services Finance and Risk Infrastructure,(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 “About Us,” 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.

Ethics Hotline

Citi expects employees to raise concerns or questions regarding ethics, discrimination or harassment matters, and to promptly report suspected violations of law, regulation, rule,these and other applicable laws, regulations, rules, or breaches of Citi policy, procedure, standard,policies, procedures, standards, 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

www.citigroup.com

Table of Contents

44CORPORATE GOVERNANCE

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.

www.citigroup.com

Table of Contents

42CORPORATE GOVERNANCE

Calls to the Ethics Hotline are received by a third-party vendor, located in the United States, which reports the calls to the Citi Ethics Office for handling. Ethical concerns may also be reported through a dedicated e-mail address, multilingual website submission, fax line, and conventional mailing address. States.

Any individual may also raise a concern by accessing Citi’s public-facing corporate website. Individuals raising concerns may choose to remain anonymous to the extent permitted by applicable laws and regulations. We prohibit retaliatory actions against anyone who raises concerns or questions in good faith, or who participates in a subsequent investigation of such concerns. The Ethics Office reports on concerns it receives via the Citi Ethics Hotline to the Audit Committees of the Board of Directors of Citigroup Inc. and Citibank, N.A. on a quarterly basis.

Code of Conduct

The Board has adopted a Code of Conduct, which provides an overview of thecertain laws, regulations, and select Citi policies and procedures applicable to the activities of Citi, and 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 “About Us,” 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, Rohan Weerasinghe,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.

Citi 20192022 Proxy Statement

Table of Contents

 4345

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 41-42.

The following table shows the beneficial ownership of Citi common stock by our Directors, nominee, named executive officers, current CFO, and Directors and executive officers as a group at February 23, 2019.28, 2022. 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, or
Mutual Fund(2)		     Total
Beneficial
Ownership(3)		Receipt
Deferred(4)		     Total
Ownership(5)
Stephen Bird170,674—95,000265,674120,952386,626
Michael L. Corbat325,778—1,781327,559273,968601,527
Ellen M. Costello15,885——15,8852,40218,287
Barbara J. Desoer44,754——44,75480,222124,976
John D. Dugan2,516——2,5162,4024,918
James A. Forese361,856——361,856221,764583,620
Jane Nind Fraser37,687——37,68799,297136,984
John Gerspach*152,183—125,601277,784125,878403,662
Duncan P. Hennes15,624——15,6242,40218,026
Peter B. Henry18,287——18,2872,40220,689
Franz B. Humer23,206——23,20660023,806
S. Leslie Ireland2,566——2,5662,4024,968
Lew W. (Jay) Jacobs, IV1,037—1,1792,2162,4024,618
Renée J. James8,926——8,9262,40211,328
Mark Mason**276——27660,92861,204
Eugene M. McQuade126,279—3,098129,3772,402131,779
Gary M. Reiner28,544——28,5442,40230,946
Anthony M. Santomero38,159——38,15960038,759
Diana L. Taylor31,619——31,6192,40234,021
James S. Turley16,750——16,7502,40219,152
Deborah C. Wright4,693——4,6932,4027,095
Ernesto Zedillo Ponce de Leon30,209——30,2092,40232,611
Total (29 Directors and
Executive Officers
as a group)1,663,290—422,5132,085,8031,424,8793,510,682

*Retired as Chief Financial Officer on February 22, 2019.
**Chief Financial Officer as of February 23, 2019.

www.citigroup.com

Table of Contents

44STOCK OWNERSHIP

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 Babej42,227——42,22788,175130,403
Ellen M. Costello40,932—60041,5322,25443,786
Grace E. Dailey5,216——5,2162,2547,470
Barbara J. Desoer86,958——86,95810,66397,621
John C. Dugan21,527——21,5272,25423,781
Jane N. Fraser124,141——124,141198,357322,498
Duncan P. Hennes24,190——24,1902,25426,444
Peter B. Henry35,231——35,2312,25437,485
S. Leslie Ireland10,437——10,4372,25412,691
Lew W. (Jay) Jacobs, IV2,430—17,72320,1532,25422,407
Renée J. James16,871——16,8712,25419,125
Mark A. L. Mason33,570—30233,872115,827149,699
Gary M. Reiner24,705——24,7052,25426,959
Diana L. Taylor41,804——41,8042,25444,058
Ernesto Torres Cantú12,752——12,75283,56596,317
James S. Turley25,316——25,3162,25427,570
Deborah C. Wright11,740——11,7402,25413,994
Paco Ybarra——452,473452,473307,859760,332
Ernesto Zedillo Ponce de Leon40,254——40,2542,25442,508
Total (31 Directors and
Executive Officers
as a group)		967,140—471,5091,438,6491,545,5252,984,174
(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.

www.citigroup.com

Table of Contents

46STOCK 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 23, 2019,28, 2022, no Director or executive officer beneficially owned more than 1% of Citi’s outstanding common stock. At February 23, 2019,28, 2022, all of the Directors and executive officers as a group beneficially owned approximately 0.09%0.08% of Citi’s common stock.
(4)Amounts represent Directors’ deferred common stock. The deferredDirectors receive an award of common stock in February 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 second anniversary of the date of grant; however, if a Director retired or resigned from the Board during the year when the award was granted, the Director would forfeit a pro rata portion of the award. Amounts also represent, as applicable, unvested shares of executive officers.grant.
(5)Total Ownership reflects the amount represented in the Section 16 filings of the relevant Director or executive officer.Executive Officer.

Mr. Reiner also owns 485 depositary shares of Citi’s 5.9% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B, which represents 0.065% of such series of preferred stock.

OWNERS OF MORE THAN 5% OF CITI COMMON STOCK

Name and Address of Beneficial Owner     Beneficial Ownership     Percent of Class     Beneficial Ownership     Percent of Class
BlackRock, Inc.(a)  
55 East 52nd Street, New York, NY 10055172,569,7097.1% 160,163,284 8.1%
The Vanguard Group, Inc.(b)  
100 Vanguard Blvd., Malvern, PA 19355179,143,8587.33% 164,986,164 8.3%
(a)Based on the Schedule 13G filed with the SEC on February 11, 2019January 28, 2022 by BlackRock, Inc. and certain subsidiaries, BlackRock reported that it had sole voting power over 150,855,81519,367,864 shares and had sole dispositive power over 172,569,709160,163,284 shares. The Schedule 13G states that the sharessecurities reported are beneficially owned by funds and accounts managed by BlackRock, Inc. and anyits subsidiaries. Any economic interestsinterest of the securities covered areby the Schedule 13G is held by BlackRock for the benefit of the funds and accounts and(and not for BlackRock’s own account.account) and no one fund or account currently owns in excess of the ownership threshold set forth in the company’s rights agreement for purposes of determining the existence of an “Acquiring Person.”
(b)Based on the Schedule 13G filed with the SEC on February 11, 20199, 2022 by Vanguard and certain subsidiaries, Vanguard reported that it had sole voting power over 2,870,4160 shares; sole dispositive power over 175,778,663156,769,306 shares; shared voting power over 558,2733,179,777 shares; and shared dispositive power over 3,365,1958,216,858 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 2,071,666 shares or .08% of Citi’s common stock as a result of its serving as investment manager of collective trust accounts. In addition, Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 2,062,626 shares or .08% of Citi’s common stock as a result of its serving as investment manager of Australian investment offerings.

Citi 20192022 Proxy Statement

Table of Contents

 4547

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Citi’s Section 16 officers and Directors, and persons who own more than 10% of a registered class of Citi’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE, and to furnish Citi with copies of the forms. Based on its review of the forms it received, or written representations from reporting persons, Citi believes that, during 2018, each of its Section 16 officers and Directors complied with all such filing requirements.

Proposal 1: Election of Directors

On November 19, 2021, Alexander Wynaendts, a director of Citigroup Inc. since 2019, resigned from the Board of Directors. The Board has nominated all of the current Directors for re-election at the 20192022 Annual Meeting, except for Mr. HumerLew W. (Jay) Jacobs, Deborah C. Wright and Mr. Santomero,Ernesto Zedillo Ponce de Leon, who willdecided not to stand for re-election to the Board having reached the retirement age under Citi’s Corporate Governance Guidelines.re-election. Directors are not eligible to stand for re-election after reaching the age of 72. Mr. O’Neill retired from the Board on January 1, 2019 having reached the retirement age. Mr. Santomero will retire from the Board on April 1, 2019 and Mr. Humer will retire from the Board on April 16, 2019. Mr. Jacobs was elected by the Board in June 2018. Mr. Jacobs was identified as a potential Director by Egon Zehnder, the Board’s nominating consultant and by a retired Board member. In addition, the Board has nominated Ms. Desoer for election to the Board at the 2019 Annual Meeting. Ms. Desoer was recommended as a candidate for election to the Citigroup Board by her fellow directors on the Citibank Board, all of whom are members of Citi’s Board. If elected, each nominee will hold office until the 20202023 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 2018,2021, the Committee engaged Egon Zehnder 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, Rohan Weerasinghe, 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

www.citigroup.com

Table of Contents

46PROPOSAL 1: ELECTION OF DIRECTORS

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

Table of Contents

48PROPOSAL 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 30 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 20192022 Annual Meeting, Citi did not receive notice from any stockholders regarding a nomination to the Board of Directors.

Director Qualifications

The nominees for the Board of Directors each have the qualifications and experience to approve and guide Citi’s strategy and to oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills, experience, and diverse backgrounds necessary to oversee Citi’s efforts toward becoming a simpler, smaller, safer, and stronger financial institution, while mitigating risk and operating within a complex financial and regulatory environment.

The nominees listed below are leaders in business, the financial community, and academia because of their intellectual acumen and analyticanalytical 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.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS47

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 2022 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS49

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 Personnel and Compensation Committee is responsible for determining the compensation of the CEO and approving the compensation of other executive officers of the Company and members of Citi’s Operating Committee.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.

   

With more than 200 million customer accounts, Citi provides services to its retail customersCiti’s Personal Banking and Wealth Management, a global leader in connection with its retail banking, private banking, credit cards real estate lending, personal loans, investmentand 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 small-in the most popular social and middle-market commercial banking, and other financial services.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. CitiIt is a global diversified bank whose businesses provide a broad range of financial services to consumer and institutional customers, making it critically important that its Board include members who have deepconsumer-oriented and financial services backgrounds.

   

Citi’s reputation is a vital asset in building trust with its clients and other stakeholders, and Citi makes every effort to communicate its corporate values to its stockholders and clients, its achievements in the areas of corporate social responsibility, sustainability, and philanthropy, and its efforts to improve the communities in which we live and work. Members of the Board with experience in the areas of corporate affairs, philanthropy, community development, communications, and corporate social responsibility assist management by reviewing Citi’s policies and programs that relate to significant public issues, including environmental, social and governance factors, as well as by reviewing Citi’s relationships with external stakeholders and issues that impact Citi’s reputation.

www.citigroup.com

Table of Contents

48PROPOSAL 1: ELECTION OF DIRECTORS

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.

www.citigroup.com

Table of Contents

50PROPOSAL 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 and sustainability performance and transparency as an important aspect 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 oversight, community investment and development, and human rights. Environmental and social issues have the potential to impede corporate plans and long-term performance, and also the ability to generate new business, 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 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 223,400 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 work force, 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 2022 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS51

     

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.

In addition to the regulatory supervision described below, 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, monitors the progress of legal proceedings, and evaluates major settlements. Citi’s Board must include members with experience in regulatory compliance, as well as an understanding of complex litigation and litigation strategies.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS49

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. Since then, Citi has continued to leverage new technologies to deliver enhanced products and services to its clients and customers such as online banking, mobile and tablet banking, and mobile check deposit. In addition, 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. In this context, Citi must be able to access reliable data to ensure that it complies with regulatory requirements, including anti-money laundering and sanctions, and to meet other information security and control objectives. Citi must ensure that its operations are efficient and there is a continuous focus on enhancing productivity to meet its operational and strategic goals. The Board must include members who have knowledge and experience in technology, including such technology-centric issues as cybersecurity, data privacy and data management, and the changing supervisory and regulatory technology landscape. 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.

   

Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and internationally, including in the U.S. the Federal Reserve Board, the Office of the Comptroller of the Currency, the FDIC,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. SeveralGiven the critical importance of ethics, conduct and culture, Citi’s Board must include members havewith experience withoverseeing 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, monitors the progress of legal proceedings, and evaluates 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, including liquidity, capital, and balance sheet risks, as well as capital markets risks, and review recommendations by management regarding risk mitigation. Given increased cybersecurity threats, Citi’s Board must have members who have sufficient experience to enable them to oversee management’s efforts to monitor, detect and prevent cyber threats to Citi. 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

Table of Contents

5052PROPOSAL 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 FOReach of the following nominees.

   

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Michael L. Corbat
Age: 58

Director of Citigroup
since 2012

Other Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
The Clearing House Association (Chairman of the Supervisory Board), Financial Services Forum (Vice Chairman), Bank Policy Institute (Permanent Board Member), The Partnership for New York City (Executive Committee Member), The Business Council (Member), Business Roundtable (Member), International Business Council of WEF (Member), and The U.S. Ski & Snowboard Team Foundation (Trustee)

Chief Executive Officer
Citigroup Inc.
●Chief Executive Officer, Citigroup Inc. – October 2012 to Present
●Chief Executive Officer, Europe, Middle East, and Africa – December 2011 to October 2012
●Chief Executive Officer, Citi Holdings – January 2009 to December 2011
●Chief Executive Officer, Citi’s Global Wealth Management – September 2008 to January 2009
●Head of Global Corporate Bank and Global Commercial Bank – March 2008 to September 2008
●Head of Global Corporate Bank – April 2007 to March 2008
●Head of Global Relationship Bank – March 2004 to April 2007
●Head of EM Sales & Trading and Capital Markets, FICC – October 2001 to March 2004
●Head of EM Sales & Fixed Income Origination – March 1988 to October 2001
Skills and Qualifications
Mr. Corbat is an experienced financial services executive and finance professional, and has been nominated to serve on the Board because of his extensive experience and expertise in the areas of Financial Services, Risk Management, Financial Reporting, Institutional Business, Corporate and Consumer Businesses, Regulatory and Compliance, and Corporate Affairs. In his role as Chief Executive Officer of Citigroup Inc., his prior position as Citi’s CEO of Europe, Middle East, and Africa, and his extensive career at Citi he has gained experience in all of Citi’s business operations, including consumer banking, corporate and investment banking, securities and trading, and private banking services. In these roles, Mr. Corbat has gained extensive financial services, financial reporting, corporate business, and risk management experience. Additionally, in his role as CEO of Citi Holdings, Citi’s portfolio of non-core businesses and assets, he oversaw the divestiture of more than 40 businesses, including the IPO and sale of Citi’s remaining stake in Primerica. Mr. Corbat also successfully oversaw the restructuring of Citi’s consumer finance and retail partner cards businesses and divested more than $500 billion in assets, reducing risk on the Company’s balance sheet and freeing up capital to invest in Citi’s core banking business.
Primary Qualifications
Financial Reporting
Institutional Business
Regulatory and Compliance
Risk Management

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS51

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Ellen M. Costello
Age: 6467

Director of Citigroup
since 2016

Director of Citibank, N.A.
since 2016

Other Public Company Directorships:
Diebold Nixdorf, Inc.

Previous Directorships within the last five years:
DH Corporation

Other Activities:
Chicago Council on Global Affairs (Board) and The Economic Club of Chicago (Member)

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– 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
Operations and TechnologyInstitutional Business
Legal, Regulatory and Compliance

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS53

Name and Age at Record Date

Position, Principal Occupation, Business Experience and Directorships

Grace E. Dailey
Age: 61

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

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 a 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

www.citigroup.com

Table of Contents

5254PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Barbara J. Desoer
Age: 6669

New NomineeDirector 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:
Board of Visitors of the University of California, Berkeley (Member) and InStride (Advisory Board Member)

Chief Executive Officer, 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 industries 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 the 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 will beis a significant asset to Citi’s Board because of her expertise in financial regulation, leadership in the operations of a large global financial institution, and technology and management expertise.management.
Primary Qualifications
Consumer Business and Financial Services
Operations and TechnologyInstitutional Business
Legal, Regulatory and Compliance
Risk Management

*Ms. Desoer will retire as CEO of Citibank, N.A. before the Annual Meeting.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS5355

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

John C. Dugan
Age: 6366

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)

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, Financial Services, Legal Matters, 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
Corporate GovernanceConsumer Business and Financial Services
Corporate Governance
Legal, Matters
Regulatory and Compliance
Risk Management

www.citigroup.com

Table of Contents

5456PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Jane N. Fraser
Age: 54

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)

Chief Executive Officer
Citigroup Inc.
●Chief Executive Officer, Citigroup Inc. – February 26, 2021 to Present
●President of Citi – January 2021 to February 2021
●President of Citi and 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 Citi’s 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

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS57

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Duncan P. Hennes
Age: 6265

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:
Syncora Holdings, Ltd.None

Other Activities:
Freeman & Co.
(Advisory Board)None

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

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

58PROPOSAL 1: ELECTION OF DIRECTORS55

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Peter B. Henry
Age: 4952

Director of Citigroup
since 2015

Director of Citibank, N.A.
since 2021

Other Public Company Directorships:
Nike, Inc.

Previous Directorships within the last five years:
General Electric Company Kraft Foods Inc. and Kraft Foods Group, Inc. (split into two companies in October 2012)

Other Activities:
British-American Business Council, National Bureau of Economic Research (Board), The Economic Club of New York (Board), Protiviti (Advisory Board) and Federal Reserve Bank of New York (Economic Advisory Panel)Biospring Partners (Advisory Board)

Dean Emeritus and W. R. Berkley Professor of Economics and Finance,
New York University, Leonard N. Stern School of Business
●Dean Emeritus and W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business – December 2017 to Present
●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 Corporate Responsibility and Sustainability and Governance Committees, Mr. Henry has gained valuable insights 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 valuable insight 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
Financial ReportingESG
Institutional BusinessHuman Capital Management
International Business or Economics

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

56PROPOSAL 1: ELECTION OF DIRECTORS59

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

S. Leslie Ireland
Age: 5962

Director of Citigroup
since 2017

Director of Citibank, N.A.
since 2017

Other Public Company Directorships:
NoneKnightSwan Acquisition Corp.

Previous Directorships within the last five years:
None

Other Activities:
Intelligence and National Security Alliance (INSA) (Vice-Chair of the Financial Threats Council) and The Stimson Center (Board) and Chubb Insurance (Cyber Advisory Board)

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 International Business orand Economics, Operations and Technology, 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
Institutional BusinessCybersecurity and Data Management
International Business or Economics
OperationsLegal, Regulatory and TechnologyCompliance
Risk Management

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

60PROPOSAL 1: ELECTION OF DIRECTORS57

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Lew W. (Jay) Jacobs, IV
Age: 48

Director of Citigroup
since 2018

Other Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
The Peterson Institute for International Economics (Board Member), Commercial Trust Company (Board Member), Georgetown University (Fellow), and Washington University (Trustee)

Former President and Managing Director; Pacific Investment Management Company LLC (PIMCO)
●President and Managing Director; Executive Committee Member, Compensation Committee Member, Global Risk Committee Chair, PIMCO – 2014 to 2017
●President (non-executive), Commercial Trust Company – 1998 to Present
●Managing Director and Global Head of Human Resources, PIMCO – 2008 to 2014
●Managing Director and Head of Fixed Income – Germany, PIMCO – 2006 to 2008
●Executive Vice President and Head of Fixed Income – Germany, PIMCO – 2003 to 2006
●Executive Vice President (2003), Senior Vice President (2001 to 2003), Vice President (2000 to 2001), and Associate (1998 to 2000), Office of the CEO, PIMCO – 1998 to 2003
Skills and Qualifications
Mr. Jacobs is an experienced financial services professional and has been nominated to serve on the Board because of his considerable expertise in the areas of Human Resources, Compensation, Financial Reporting, Institutional Business, and Risk Management. Citi is an international financial services company with a significant institutional business and a large diverse workforce and Mr. Jacobs, with extensive human resources experience, enhances the Board’s ability to provide knowledgeable oversight of one of its most important elements, its employees. He has been responsible for overseeing and managing executive teams and a sizeable worldwide workforce, developing and marketing of fixed-income products, and aligning financial and strategic initiatives. As a result of this experience, Mr. Jacobs brings to our Board an understanding of the global financial services industry; experience in providing insight and guidance in overseeing executive management, including executive compensation; and oversight of the challenges and risks facing large companies with complex global operations. Mr. Jacobs’ finance expertise enables him to provide a critical perspective on operational and financial aspects of the Company, including accounting and corporate finance matters.
Primary Qualifications
Compensation
Financial Reporting
Institutional Business
Risk Management

www.citigroup.com

Table of Contents

58PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Renée J. James
Age: 5457

Director of Citigroup
since 2016

Other Public Company Directorships:
Oracle Corporation Sabre Corporation and Vodafone Group Plc

Previous Directorships within the last five years:
VMware, Inc.Sabre Corporation and Vodafone Group Plc

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

ChairFounder, Chairman and CEO, Ampere Computing and Operating Executive,
The Carlyle Group
●ChairFounder, Chairman and CEO, Ampere Computing – February 2018 to Present
●Operating Executive, The Carlyle Group – February 2016 to Present
●President, Intel Corporation – 20142013 to 2016
●Executive Vice President and Head, Group GM Intel Software and Services Business –of Intel– 2004 to 2013
●Group Vice President and Division General Manager, Sales and Marketing; Group and General Manager, Microsoft Program Office, Intel –Software Development– 2001 to 2004
●Division 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 large-scale, broad international operations experience.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, Risk Management, Human Capital Management, and International and Consumer Businesses. She is an accomplished technology executive with wide-ranging international experience managing large-scale, complex global operations. Through her 28-year career as a technology executive at Intel and in her current role as ChairFounder, Chairman 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 as the Chair ofon the National Security Telecommunications Advisory Committee to the President of the United States, Ms. James 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
International Business or EconomicsCybersecurity and Data Management
Operations and TechnologyHuman Capital Management
Risk Management

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS5961

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Eugene M. McQuade
Age: 70

Director of Citigroup Inc.
since 2015

Director of Citibank, N.A.
since 2009

Other Directorships:
None

Previous Directorships within the last five years:
XL Group, Ltd. (Chairman)

Other Activities:
Promontory Financial Group (Vice Chairman), a subsidiary of IBM, Boys and Girls Clubs of America (Governor), American Ireland Fund (Director), and Catholic Charities of New York (Chairman)

Former Vice Chairman, Citigroup Inc. and
Former Chief Executive Officer, Citibank, N.A.
●Vice Chairman, Citigroup Inc. – 2014 to May 2015
●Chief Executive Officer, Citibank, N.A. – July 2009 to April 2014
●Vice Chairman and President, Merrill Lynch Bank – 2008 to 2009
●President and Chief Operating Officer, Freddie Mac – 2004 to 2007
●President, Bank of America – 2004
●President and Chief Operating Officer, FleetBoston Financial – 2002 to 2004
●Vice Chairman and Chief Financial Officer, FleetBoston Financial – 1997 to 2002
Skills and Qualifications
Mr. McQuade is an experienced financial services executive and has been nominated to serve on the Board because of his extensive skills and experience in the areas of Financial Services, Risk Management, Institutional and Consumer Businesses, Financial Reporting, Legal Matters, and Regulatory and Compliance. As the former Chief Executive Officer of Citibank, N.A., he has a deep understanding of all aspects of Citi’s institutional and consumer businesses and has managed Citibank’s capital structure, regulatory compliance, enterprise risk, and strategic planning. While a member of management, he provided oversight of Citi’s CCAR process, which enables him to significantly enhance the Board and the Risk Management Committee’s oversight of this process. Mr. McQuade has acquired valuable financial services knowledge and expertise through his service in management positions such as CEO, president, vice chairman, chief financial officer, and chief operating officer of several global, publicly traded financial institutions. He has developed broad experience in consumer banking and commercial banking through his previous experience at Bank of America, FleetBoston Financial, and Merrill Lynch. In addition, his prior board service at XL Group, Ltd. gives him greater insight into the oversight of global operations and regulated businesses. Mr. McQuade’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
Institutional Business
Regulatory and Compliance
Risk Management

www.citigroup.com

Table of Contents

60PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Gary M. Reiner
Age: 6467

Director of Citigroup
since 2013

Other Public Company Directorships:
Hewlett Packard Enterprise Company and Box Inc.

Previous Directorships within the last five years:
NoneBox Inc.

Other Activities:
None

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 Operations and Technology, 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
Operations and Technology

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

PROPOSAL62Proposal 1: ELECTION OF DIRECTORS61Election of Directors

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Diana L. Taylor
Age: 6467

Director of Citigroup
since 2009

Director of Citibank, N.A.
since 2020

Other Public Company Directorships:
Brookfield Asset Management and Sotheby’s

Previous Directorships within the last five years:
Brookfield Office PropertiesSotheby's

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

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 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, Corporate Affairs, Compensation, Corporate Governance, and Legal Matters.Sustainability. Citi’s Board provides oversight of Citi’s banking businesses and regulatory relationship, 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 the Hudson River Park Trust, 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 Affairs
Corporate Governance
ESG
Legal, Regulatory and Compliance

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

62Proposal 1: Election of DirectorsPROPOSAL 1: ELECTION OF DIRECTORS63

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

James S. Turley
Age: 6366

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

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

Previous Directorships within the last five years:
None

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

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, Legal Matters, 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.risk management. Having served as Chair and CEO of Ernst & Young, he has developed significant expertise in the areas of compensation, litigation, and corporate affairs.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
International Business or Economics
Regulatory and Compliance
Risk Management

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS63

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Deborah C. Wright
Age: 61

Director of Citigroup
since 2017

Other Directorships:
None

Previous Directorships within the last five years:
Carver Bancorp, Inc., Time Warner Inc. and Voya Financial, Inc.

Other Activities:
None

Managing Director of U.S. Jobs and Economic Opportunity Rockefeller Foundation

●Managing Director, Rockefeller Foundation – 2018 to Present
●Chairman, Carver Bancorp, Inc. – 2005 to 2016
●President and Chief Executive Officer of Carver Bancorp, Inc. and Carver Federal Savings Bank – 1999 to 2014
●President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation, a redevelopment fund – 1996 to 1999
●Commissioner of the Department of Housing Preservation and Development – 1994 to 1996
●Member of the New York City Housing Authority Board – 1992 to 1994, and served on the New York City Planning Commission – 1990 to 1992
Skills and Qualifications
Ms. Wright is an experienced financial services executive and through her prominent roles in the areas of Financial Services, Consumer Business, Risk Management, Corporate Affairs, Financial Reporting, and Regulatory and Compliance, has been nominated to serve on the Board. As a highly regulated financial services company with an extensive consumer business and a commitment to community development, Citi benefits from having Directors, like Ms. Wright, with distinguished careers in financial services and who are knowledgeable about, and committed to, community development. Ms. Wright’s experience as the former Chairman and Chief Executive Officer of Carver Bancorp, Inc. and Carver Federal Savings Bank, where she acquired significant experience in personal and commercial banking, strategic planning, marketing, regulatory compliance, financial reporting, and personnel matters, brings leadership qualities to Citi and demonstrates a practical understanding of organizations, processes, strategy, and risk management. She has valuable insight into corporate affairs through her current role as a Managing Director of U.S. Jobs and Economic Opportunity at The Rockefeller Foundation. Ms. Wright has also developed financial reporting experience as former Chair of the Audit and Finance Committee at Time Warner Inc. As a former board member of Voya Financial, Inc., and through her prior long-term service as a director of Kraft Foods Inc., she also brings the perspective and in-depth knowledge of overseeing firms that provide a wide variety of consumer products to customers.
Primary Qualifications
Consumer Business and Financial Services
Financial Reporting
Human Capital Management
Legal, Regulatory and Compliance
Risk Management

www.citigroup.com

Table of Contents

64PROPOSALProposal 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Ernesto Zedillo
Ponce de Leon
Age: 67

DirectorElection of Citigroup
since 2010

Other Directorships:
Alcoa Corp. and Procter & Gamble Company

Previous Directorships within the last five years:
Grupo Prisa

Other Activities:
BP (Member of International Advisory Board), Credit Suisse Research Institute (Advisor), The Group of Thirty (Member), Natural Resource Governance Institute (Chair of the Board), and Presidential Counselor of Laureate International Universities

Director, Center for the Study of Globalization and Professor in the Field of
International Economics and Politics, Yale University
●Director, Center for the Study of Globalization and Professor in the Field of International Economics and Politics, Yale University – September 2002 to Present
●President of Mexico – 1994 to 2000
●Secretary of Education, Government of Mexico – 1992 to 1993
●Secretary of Economic Programming and the Budget, Government of Mexico – 1988 to 1992
●Undersecretary of the Budget, Government of Mexico – 1987 to 1988
●Banco de México – Economist, Deputy Manager of Economic Research, Director General of FICORCA, Deputy Director – 1978 to 1987
Skills and Qualifications
Mr. Zedillo Ponce de Leon is the former President of Mexico, a seasoned economist, and an academic. He has been nominated to serve on the Board because of his extensive experience in the areas of International Business or Economics, Corporate Affairs, Risk Management, and Corporate Governance. As a financial services company with a significant business in Mexico, Citi benefits from having Mr. Zedillo Ponce de Leon on its Board to provide a greater understanding of the business, governmental, regulatory, and economic environment in Mexico. Through his extensive governmental experience, including his service from 1978 to 1987 at the Central Bank of Mexico, as Undersecretary of the Budget for the Mexican government from 1987 to 1988, as Secretary of Economic Programming and the Budget from 1988 to 1992, and as President of Mexico from 1994 to 2000, as well as his academic experience, including his roles as the Director of the Center for the Study of Globalization, Professor of International Economics and Politics and Professor of International and Area Studies at Yale, he has had extensive experience in the areas of international business, regulatory compliance, and risk management. His service as Chair of the Global Development Network, Chair of the High Level Commission on Modernization of World Bank Group Governance, on the Group of Thirty, and on the International Advisory Boards of BP and the Coca-Cola Company, has given him extensive international business and corporate affairs experience. Mr. Zedillo Ponce de Leon has gained experience in risk management, corporate governance, and corporate affairs as a member of the Board of Alcoa Corp., serving on the Audit Committee and Public Issues Committee; at Procter & Gamble Company, as a member of the Governance and Public Responsibility Committee; as a member of the Innovation and Technology Committee, Grupo Prisa of Spain; as a past Director of the Union Pacific Corporation, where he served on the Audit and Finance Committees; as a past Director of EDS, where he served on the Governance Committee; and as Director of Grupo Prisa of Spain until November 2017, where he served as Chair of the Governance Committee.
Primary Qualifications
Corporate Affairs
Corporate Governance
International Business or Economics
Risk Management

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS65Directors

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 to 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.

In 2018, FW Cook provided benchmarking assessments and advice on peer and broad market practices. After considering the assessments and advice as well as the factors described above, the Committee determined that the current Director Compensation Program payment structure was appropriate.

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 on the same date that annual incentives are granted to the senior executives. 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 second anniversary of the date of the grant, and Directors may elect to defer receipt of the award beyond that date. In the event a Director leaves the Board voluntarily prior to the conclusion of the two-year deferral period and before attaining age 72, the deferred stock award will be pro-rated based on the number of calendar quarters the Director served. Directors may elect to receive all or a portion of their cash retainer in the form of common stock, and Directors may elect to defer receipt of this common stock.


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, Personnel and Compensation Committee, or Risk Management 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, Personnel and Compensation Committee, or Risk Management 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 any other Committee (excluding the ExecutiveEthics, Conduct and Culture Committee, and the Preferred Stock Committee)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 is entitled to an annual $50,000 Committee Chair Fee and each member is entitled to an annual $30,000 Committee Fee. Directors are permitted to receive all or a part of their Committee Fee(s) and Committee Chair Fee(s) in common stock.
●
Mses. CostelloDailey, Desoer, Fraser, Ireland, and IrelandTaylor and Messrs. Hennes, McQuade, Santomero,Henry 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 Tabletable on page 67.
pages 66-67.
●
Ms. Taylor serves on the Board of Citigroup Global Markets Limited, an international subsidiary Board of Citi.

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

66Proposal 1: Election of DirectorsPROPOSAL 1: ELECTION OF DIRECTORS65

Chair Compensation

Since Mr. Dugan’s initial appointment as Citi’s Chair receives annual compensation in the form of a $500,000 Chair Fee, the amount of which was set by the Board in 2012 in recognition of the significant commitment of time and energy required to serve as Citi’s Chair. This Fee is in addition to the Retainer and the Deferred Stock Award payable to all Directors, as well as any relevant Committee Chair and/or Committee Fees. Throughout his term as Chair, Mr. O’Neill, our prior Chair, waived receipt of any compensation other than the Chair Fee, which was payable 75% in deferred shares of Citi common stock and 25% in cash or deferred shares of Citi common stock. The three elements of Chair compensation for our new Chair, Mr. Dugan – the Chair Fee, the Retainer and Deferred Stock Award, and Committee Fees – remain unchanged from prior practice except regarding the mix of cash and equity in the Chair Fee; specifically, beginning in 2019, the Chair Fee is payable 50% in deferred shares of Citi’s common stock and 50% in cash or deferred shares of Citi’s common stock. Mr. Duganhis annual total compensation from Citi has agreed to accept the first two elements of Chair compensation, which consist of the Chair Fee of $500,000 and the Retainer and Deferred Stock Award of $225,000 that all Directors receive. However, while Mr. Dugan will actively participate in the fourbeen $725,000. The Board Committees of which he is a member – Audit; Nomination, Governance and Public Affairs; Personnel and Compensation; and Risk Management – and will attend as many meetings of Citi’s other Committees as is feasible, he has determined to waive the Committee Fees to which he is otherwise entitled. His total annual compensation therefore is $725,000, which the Board believes this amount is appropriate in reflectionlight of the evolving role of the Chair and the virtually full-time nature of the Chair’s responsibilities. In reaching this conclusion, the Board considered many factors includingresponsibilities, Mr. Dugan’s extensive experience and knowledge of the regulatory environment, the expected time commitment attributable to both internal and external responsibilities, 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 and the Retainer and Deferred Stock Award of $225,000 that all Directors receive. These amounts remain unchanged from the amounts approved prior to Mr. Dugan’s appointment as Chair. While Mr. Dugan actively participates in the four Board Committees of which he is a member — Audit; Nomination, Governance and Public Affairs; Personnel and Compensation; and Risk Management — as well as certain ad hoc committees of which he is a member, and regularly attends meetings of the Committees of which he is not a member, he waives all Committee Fees to which he is entitled.


What We DoWhat We Don’t Do
✓Citi’s Director Compensation Program is primarily equity based.
✓Directors have a robust Stock Ownership Commitment.
✓Subject to approval by stockholders at the Annual Meeting, Citi’s 2019 Stock Incentive Plan provides that theThe 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.
  
✕Directors who are employees of Citi or its subsidiaries do not receive any compensation for their services as Directors.
✕Directors are not paid Meeting Fees.
✕Citi does not offer a Retirement Program for its Directors.
✕Directors are not permitted to hedge or pledge their Citi common stock or to engage in speculative trading in Citi's common stock. For more information on hedging, please see Citi’s Hedging Policies on pages 41-42.

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

66PROPOSAL 1: ELECTION OF DIRECTORS67

The following table provides information on 20182021 compensation for non-employee Directors:

20182021 DIRECTOR COMPENSATION

Name     Fees Earned or
Paid in Cash
($)(1)		     Stock
Awards
($)(2)		     Total
($)		     Fees Earned or
Paid in Cash
($)(1)		     Stock
Awards
($)(2)		     Total
($)
Ellen M. Costello         $171,250 $150,000 $321,250         $267,917$150,000$417,917
Grace E. Dailey$251,667$150,000$401,667
Barbara J. Desoer$292,500$150,000$442,500
John C. Dugan$165,000$150,000$315,000$575,000$150,000$725,000
Duncan P. Hennes$260,000$150,000$410,000$310,833$150,000$460,833
Peter B. Henry$146,250$150,000$296,250$215,417$150,000$365,417
Franz B. Humer$170,000$150,000$320,000
S. Leslie Ireland$130,000$150,000$280,000$180,000$150,000$330,000
Lew W. Jacobs, IV$75,000$75,000$150,000
Lew W. (Jay) Jacobs, IV$249,167$150,000$399,167
Renée J. James$135,000$150,000$285,000$196,250$150,000$346,250
Eugene M. McQuade$180,000$150,000$330,000
Michael E. O’Neill(3)$500,000—$500,000
Gary M. Reiner$155,000$150,000$305,000$167,084$150,000$317,084
Anthony M. Santomero$260,000$150,000$410,000
Diana L. Taylor$220,000$150,000$370,000$326,667$150,000$476,667
James S. Turley$260,000$150,000$410,000$265,417$150,000$415,417
Deborah C. Wright$135,000$150,000$285,000$167,500$150,000$317,500
Alexander R. Wynaendts*$302,500$150,000$452,500
Ernesto Zedillo Ponce de Leon$135,000$150,000$285,000$142,500$150,000$292,500

*Mr. Wynaendts resigned from Citi's Board on November 19, 2021.
(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 and Mr. Henry elected to receive all of theirher Citigroup 20182021 cash retainer and Committee Fees in deferred stock as represented in the chart below. Mr. O’NeillDugan elected to receivesplit his entire Chair Fee with 50% in deferred stock as representedand 50% in the chart below.cash. Messrs. Henry, Jacobs and Reiner elected to receive their cash retainers in stock (100%), but did not elect to defer receipt of their retainers; therefore, their 1,1792,799, 3,545, and 2,3102,383 shares, respectively, were distributed to them 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.
Name     Fees Paid
Currently in Cash
($)		     Deferred Fees
to Be Paid in Stock
Number of
Units		     Value of
Units
Ellen M. Costello             $25,0002,186 $146,250
John C. Dugan$165,000——
Duncan P. Hennes$260,000——
Peter B. Henry—2,186$146,250
Franz B. Humer$170,000——
S. Leslie Ireland$130,000——
Lew W. Jacobs, IV———
Renée J. James$135,000——
Eugene M. McQuade$180,000——
Michael E. O’Neill—7,458$500,000
Gary M. Reiner———
Anthony M. Santomero$260,000——
Diana L. Taylor$220,000——
James S. Turley$260,000——
Deborah C. Wright$135,000——
Ernesto Zedillo Ponce de Leon$135,000——

Fees Paid
Currently in Cash
($)		Deferred Fees
To be Paid in Stock
      Name          Number of
Units		     Value of
Units
Ellen M. Costello             $6,2503,733$261,667
Grace E. Dailey$251,667——
Barbara J. Desoer$292,500——
John C. Dugan$325,0003,566$250,000
Duncan P. Hennes$310,833——
Peter B. Henry$18,750——
S. Leslie Ireland$180,000——
Lew W. (Jay) Jacobs, IV———
Renée J. James$196,250——
Gary M. Reiner———
Diana L. Taylor$326,667——
James S. Turley$265,417——
Deborah C. Wright$167,500——
Alexander R. Wynaendts*$302,500——
Ernesto Zedillo Ponce de Leon$142,500——

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

68PROPOSAL 1: ELECTION OF DIRECTORS67

(2)The values in this column represent the aggregate grant date fair values of the 20182021 Deferred Stock Awards.Awards as computed in accordance with ASC 718. The number of deferred shares paid to each director is the grant date fair value is based on a grant date of February 15, 201811, 2021 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 2018
(#)		     Grant Date
Fair Value
($)
Ellen M. Costello2,015   $150,000
John C. Dugan2,015$150,000
Duncan P. Hennes2,015$150,000
Peter B. Henry2,015$150,000
Franz B. Humer2,015$150,000
S. Leslie Ireland2,015$150,000
Lew W. Jacobs, IV*1,028$75,000
Renée J. James2,015$150,000
Eugene M. McQuade2,015$150,000
Michael E. O’Neill——
Gary M. Reiner2,015$150,000
Anthony M. Santomero2,015$150,000
Diana L. Taylor2,015$150,000
James S. Turley2,015$150,000
Deborah C. Wright2,015$150,000
Ernesto Zedillo Ponce de Leon2,015$150,000
*The Deferred Stock Award granted to Mr. Jacobs was prorated based on the date he commenced service on Citi’s Board.
(3)Mr. O’Neill received an annual Chair Fee of $500,000 for his service as Citi’s Chair. He elected to waive all other fees in relation to his service as a Director or Committee member.

      Name     Deferred Stock
Granted in 2021
(#)		     Grant Date
Fair Value
($)
Ellen M. Costello2,378.0836   $150,000
Grace E. Dailey2,378.0836$150,000
Barbara J. Desoer2,378.0836$150,000
John C. Dugan2,378.0836$150,000
Duncan P. Hennes2,378.0836$150,000
Peter B. Henry2,378.0836$150,000
S. Leslie Ireland2,378.0836$150,000
Lew W. (Jay) Jacobs, IV2,378.0836$150,000
Renée J. James2,378.0836$150,000
Gary M. Reiner2,378.0836$150,000
Diana L. Taylor2,378.0836$150,000
James S. Turley2,378.0836$150,000
Deborah C. Wright2,378.0836$150,000
Alexander R. Wynaendts*2,378.0836$150,000
Ernesto Zedillo Ponce de Leon2,378.0836$150,000

The aggregate number of shares of deferred stock outstanding for each Director at the end of 20182021 was:

Name     Number of
Shares
Ellen M. Costello15,88437,012
Grace E. Dailey4,443
Barbara J. Desoer4,278
John C. Dugan2,51516,610
Duncan P. Hennes15,21223,778
Peter B. Henry15,97130,116
Franz B. Humer23,206
S. Leslie Ireland2,5659,883
Lew W. (Jay) Jacobs, IV1,0364,443
Renée J. James8,92516,870
Eugene M. McQuade8,613
Michael E. O’Neill89,987
Gary M. Reiner4,5644,278
Anthony M. Santomero38,159
Diana L. Taylor31,61841,803
James S. Turley15,21223,778
Deborah C. Wright4,6924,443
Alexander Wynaendts*4,443
Ernesto Zedillo Ponce de Leon30,20840,254

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

6869

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 seven 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 usit 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 onof 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 also discussed with Citigroup’sthe independent auditors all communicationsthe matters required to be discussed by PCAOB Auditing Standard Nos. 1301 and 2410.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, 20182021 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 relatedaudit-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, 20182021 for filing with the SEC.

The Audit Committee:

James S. Turley (Chair)
Ellen M. Costello
Grace E. Dailey
John C. Dugan
Peter B. HenryDuncan P. Hennes
Lew W. (Jay) Jacobs, IV
Anthony M. SantomeroRenée J. James
Deborah C. Wright

Dated: March 5, 20199, 2022

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

7069

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

The Audit Committee has selected KPMG LLP (KPMG) as theCiti’s independent registered public accounting firm of Citiaccountants for 2019.2022. KPMG has served as the independent registered public accounting firm offor Citi and its predecessors since 1969.

Arrangements have been made for representatives of KPMG to attend the 20192022 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 FirmAccountants Fees

The following is a description of the fees earned by KPMG for services rendered to Citi for the years ended December 31, 20182020 and 2017:2021:

20182017     2021     2020
(in millions of dollars)(in millions of dollars)
Audit Fees           $64.2             $64.7$72.9$70.6
Audit-Related Fees$24.5$22.8$21.3$23.0
Tax Fees$10.1$10.3$5.9$5.0
All Other Fees$0.0$0.0$0.0$0.0
Total Fees$98.8$97.8$100.1$98.6

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 20182020 and 2021 classified under “All Other Fees.” The aggregate fee amount of $11,400$10,393 is included in the total amount; however, due to rounding, this fee is not represented in the “All Other Fees” column.

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

70PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM71ACCOUNTANTS

Approval of Independent Registered Public Accounting FirmAccountants Services and Fees

Citi’s Audit Committee has reviewed and approved all fees earned in 20182020 and 20172021 by Citi’s independent registered public accounting firmaccountants 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.accountants. 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,Senior Financial Management, which reports theKPMG’s 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) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform Citi’s annual audit; and (iii) 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. The Audit Committee also reviewed external data on audit quality and performance, including recent PCAOB reports on KPMG and its peer firms. 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 2019.2022.

Board Recommendation

The Board recommends a voteFOR Proposal 2, which is the ratification of KPMG as Citi’s independent registered public accounting firmaccountants for 2019.2022.


www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

7271

Proposal 3: Advisory Vote to Approve Citi’s 2018Our 2021 Executive Compensation

We are seeking a nonbinding, advisory vote approving the compensation of Citi’sour named executive officers as 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 Citi’sour 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 herebyAPPROVED.

Board Recommendation

The Board recommends a voteFORProposal 3, which is advisory approval of Citi’sour executive compensation as disclosed in this Proxy Statement.

Compensation Discussion and Analysis

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

●2018 Company Performance (pages 72-74);2021 Named Executive Officer Annual Compensation (page 72)
●Summary of Pay Decisions2021 Named Executive Officer Long-Term Transformation Performance Bonus Program (pages 75-80);73-74)
●2018 Executive Compensation AwardsPerformance
●Financial (pages 81-93);74-76)
●Long-Term IncentivesRisk and Control Management (page 76)
●Leadership (page 77)
●Client and Franchise (pages 94-95);77-79)
●Philosophy and Framework
●Elements of Annual Compensation (pages 80-81)
●Our Process (pages 81-85)
●Stockholder Engagement (pages 85-86)
●Risk- and Control-Related Aspects of our Compensation Program (pages 86-88)
●Decisions
●Named Executive Officer Performance Assessments (pages 89-95)
●Performance Share Units (pages 96-97)
●Deferred Stock Awards (page 97)
●Additional Compensation Practices (pages 95-98).(page 98)

The 20182021 Summary Compensation Table, and accompanying tables and narrative disclosure, follow this Compensation Information followDiscussion and Analysis, beginning on pages 99-107.page 99.

Non-GAAP financial measures referred to in this Proposal 3 are identified in Annex A. Annex A includes an explanation of how such measures are determined from GAAP measures.

www.citigroup.com

Table of Contents

2018 Company Performance72PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

2021 Named Executive Officer Annual Compensation

2018 Company Performance – Solid Progress

The Personnel and Compensation Committee ofapproved the Citigroup Inc. Board of Directors (the Compensation Committee) recognized the following when awardingannual compensation described below for our named executive incentive payofficers for 2018:2021 performance:

●Citi made solid progress in 2018 toward improving its profitability and returns, despite a more challenging revenue environment.
➢For 2018, Citi reported net income of $18.0 billion on revenues of $72.9 billion, compared to a net loss of $6.8 billion on revenues of $72.4 billion in 2017.(1)Excluding the one-time impact of the Tax Cuts and Jobs Act (Tax Reform) in both periods, Citi’s net income increased 14% compared to the prior year.
➢Citi’s earnings per share were $6.65 for 2018, up 25% from the prior year, compared to $5.33 per share for 2017, excluding the one-time impact of Tax Reform in both periods.
➢Our return on tangible common equity(2)improved to 10.9% in 2018, compared to 8.1% in 2017, excluding the one-time impact of Tax Reform in both periods.
12345
Name(1)Base Salary(2)Cash Bonus(2)Performance
Share Units(3)		Deferred
Stock(3)		Annual
Compensation
for 2021
(Sum of
Columns 1-4)(4)
Jane Fraser     $1,333,333     $6,350,000     $10,583,334     $4,233,333     $22,500,000
Mark Mason$750,000$4,644,000$3,483,000$3,483,000$12,360,000
Paco Ybarra(5)$8,973,981—$5,406,646$6,608,123$20,988,750
Peter Babej$750,000$3,900,000$2,925,000$2,925,000$10,500,000
Ernesto Torres Cantú$750,000$4,140,000$3,105,000$3,105,000$11,100,000

(1)ResultsOmits Michael Corbat, who retired as our CEO in 2018 included a one-time benefit of $94 million, or $0.03 per share, due to the finalization of the provisional component of the impact of Tax Reform based on Citi’s analysis as well as additional guidance received from the U.S. Treasury Department. Results in 2017 included a one-time, non-cash charge of $22.6 billion, or ($8.31) per share, related to the enactment of Tax Reform. As used throughout this Compensation Discussion and Analysis, Citi’s results of operations excluding the impact of Tax Reform are non-GAAP financial measures. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.February 2021.
(2)ReturnReported in the Summary Compensation Table for 2021.
(3)In accordance with SEC rules, these awards are not reported in the 2021 Summary Compensation Table. They may be reportable in the Summary Compensation Table for 2022 or subsequent years. For 2021, Mr. Ybarra’s compensation reported in column 4 above will be paid as a Deferred Cash Award, consistent with prior years, for regulatory reasons. We expect that will change beginning in 2022, subject to regulatory review.
(4)This table does not include awards made during 2021 under our long-term performance-based Transformation bonus program, which is described on tangible common equity, or RoTCE,pages 73-74.
(5)Mr. Ybarra is employed in our London office and his compensation is designed to comply with U.K. and E.U. requirements. Accordingly, his entire incentive award is deferred, and there is no immediate cash bonus component. Also, for 2021, his compensation in column 3 above will be paid as a non-GAAP financial measure. ForDeferred Cash Award, consistent with prior years. We expect that will change beginning in 2022, subject to regulatory review. Finally, his compensation in column 1 above consists of a reconciliationcombination of all adjusted resultsbase salary and a fixed role-based allowance based on certain guidelines related to reported results, please see Annex Athe significance of his role. Each year the Compensation Committee considers the appropriate split between those components. His compensation is converted from British pounds to this Proxy Statement.U.S. dollars at the rate of 1.3806125 dollars per pound.

Two principal considerations shaped the overall perspective of the Compensation Committee concerning 2021 pay decisions. First, Citi 2019is in a transitional and transformational period. Ms. Fraser took over as CEO in 2021 following a thorough succession process. Our successful CEO succession from within our own management ranks facilitated a smooth and effective transition, both in respect of our strategic refresh and implementation of our compensation philosophy. Ms. Fraser quickly made a series of important strategic decisions, including the refresh of our consumer strategy in Asia, Europe and the Middle East, our intention to focus our franchise in Mexico on our Institutional and Private Bank franchises and our internal restructuring and formation of our new Global Wealth Management Team. In addition, as we have said previously, the Consent Orders highlighted our need to transform aspects of our risk and control environment and culture. Second, the Compensation Committee balanced three critical factors: disappointing stockholder returns for 2021, solid financial results and the need to retain leadership in a competitive market environment. The combination of the foregoing presented the Compensation Committee with some challenging choices, but led to results that the Compensation Committee believes are consistent with our pay for performance philosophy and with the use of our compensation programs to support our competitive needs while incentivizing prudent risk-taking behaviors.

The above table is not intended to be a substitute for the reporting of compensation in accordance with SEC rules as shown in the 2021 Summary Compensation Table beginning on page 99.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION73

➢Citi’s revenues increased 1% in 2018, including 3% underlying revenue growth in Global Consumer Banking and Institutional Clients Group, excluding the impact of previously disclosed gains on sale in 2018 and 2017.(1)
➢Citi reported revenue growth in all regions in Global Consumer Banking, reflecting continued loan and overall deposit growth, partially offset by the near-term impact of weak market sentiment on Asia wealth management revenues, as well as the impact from partnership renewal terms that went into effect in 2018 in Citi-branded cards in North America Global Consumer Banking.
➢Citi had solid revenue growth across treasury and trade solutions, private bank, securities services, equity markets, and corporate lending in Institutional Clients Group, partially offset by weakness in fixed income as well as softness in equity and debt underwriting.
➢Citi demonstrated strong expense discipline, resulting in a 1% decrease in expenses and an improved operating efficiency ratio of approximately 57%, even as Citi continued to make ongoing investments.
➢Citi’s positive operating leverage in 2018, combined with continued credit discipline, resulted in an improvement in pretax earnings.2021 Named Executive Officer Long-Term Transformation Performance Bonus Program

In connection with the Consent Orders, Citi commenced a Transformation Program across the firm to drive excellence in its risk and control environment, its operations and its service to clients. Colleagues at all levels are expected to play an active role in achieving these standards, and senior leaders are accountable for driving progress.

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). Because of its specific focus, and in light of the critical importance of the Transformation Program to our stockholders and other stakeholders, the Transformation Bonus Program:

●contains a different balance of metrics and other design features than our regular compensation program. In particular, it does not consider financial performance metrics in determining payouts, which would dilute the strong incentive intended to be created. We continuedintend for this program to optimize our capital base while maintainingprovide a simple, clear and strong capitalmessage that success is defined by a change in Citi’s risk and liquidity position.control environment and culture.
➢●We receivedprovides for payment only to employees who remain employed through a non-objection fromspecified vesting date, without regard to the Federal Reserve Boardreason for the capital plan submitted as parttermination of employment. This feature of the 2018 Comprehensive Capital Analysisprogram is designed to provide a similarly simple, clear and Review (CCAR).strong message that continued collective delivery is essential to success in this effort, and therefore is a payment condition.
➢●In 2018, Citi returned $18.4 billionfocuses on collective performance against Transformation Program goals. The baseline payout percentage will be generally consistent across all participants.

Citi’s compensation philosophy includes the accountability senior leaders at the firm have – individually and collectively – to meet the milestones required for a successful Transformation Program. Under the Transformation Bonus Program, senior leaders will have the opportunity to benefit from the achievement of Citi’s Transformation goals. Lack of sufficient progress will negatively affect the compensation of senior leaders in various ways, including potential loss of the benefit under the Transformation Bonus Program entirely.

As noted above, since the Transformation Bonus Program is specifically designed to incentivize change in Citi’s risk and control environment and culture, it does not consider financial performance metrics in determining payouts. However, half of the payout is tied to Citi’s stock price over the full multi-year performance period. This feature of the program’s design recognizes the fact that the transformation of our risk and control environment is absolutely a key stockholder interest. This feature aligns the interests of our key employees with the bottom line interest of our stockholders.

Under the Transformation Bonus Program, our named executive officers other than Ms. Fraser each have the opportunity to earn up to $5 million of additional compensation based on the achievement of Citi’s Transformation goals from August 2021 through December 2024 and satisfaction of other performance conditions. Actual payouts will reflect the collective performance in respect of Citi’s Transformation goals over this performance period, divided into three parts, with payment allocated as follows: 25% in February 2023, 25% in February 2024 and 50% February 2025.

The Transformation Bonus Program also applies to approximately 250 other senior leaders who are critical to helping deliver a successful Transformation. The amount of such participants’ potential bonuses will depend on their individual compensation levels.

The portion of the target bonus, if any, that the executives earn is tied to the following Citi-wide non-financial performance metrics applied as appropriate over the entire multi-year performance period:

●submission of capitalsuitable transformation plans to common stockholders through share repurchases and dividends. Citi repurchased over 200 million shares duringCiti’s regulators in the last year, resulting in an 8% reduction in outstanding common shares.U.S.;
➢●Notwithstanding the substantial capital return in 2018, we ended the year with capital ratios well above regulatory minimum requirements.

Summary of 2018 Business Performance

The following graphs demonstrate our achievements and progress against key metrics.



(1)Efficiency ratio is total operating expenses divided by total revenues (nettimely execution of interest expense). As a result, a lower efficiency ratio is generally better than a higher efficiency ratio.required interim measures;
(2)●Results are presented excludingtimely execution of the impact of Tax Reform in both periods. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.highest-priority risk-reduction Transformation Program components; and
(3)●Return on assets is net income divided by average assets.
(4)Return on tangible common equity is net income available to common stockholders (net income less preferred dividends) divided by average tangible common equity.
(5)Distributions include buybacks of Citi common stocksustainable outcomes in program execution, resourcing, risk reduction and dividends on Citi common stock.
(6)The payout ratio is distributions to common stockholders divided by net income available to common stockholders.
____________________
(1)Citi's reported revenues reflected the impact of foreign currency translation into U.S. dollars for reporting purposes (FX translation) as well as previously disclosed gains on sale in 2018 and 2017. Citi's results of operations excluding the impact of FX translation and gains on sale are non-GAAP financial measures.data governance.

www.citigroup.com

Table of Contents

74PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

2018 Financial ObjectivesIn addition, demonstrable, quality individual leadership in all job specific aspects of the Transformation Program is considered as a performance threshold. In other words, the ability to earn any payout under this program is predicated on a favorable individual leadership assessment.

During our outreach to stockholders, we heard that they wanted disclosure ofEarned awards may be less than but not greater than target. The Compensation Committee will evaluate performance against goals usedthese measures, with the baseline payout percentage being generally consistent across all participants.

Payment representing 50% of award value will be indexed to changes in the value of Citi’s common stock from the award date through the payment date. Cancellation and clawback is provided for in the event of misconduct and certain other circumstances.

Performance

The following summarizes highlights of Company performance in 2021 in respect of our four performance pillars. Discussion of the performance of each of the named executive scorecardsofficers individually in respect of each pillar is on pages 89-95.

Financial

The following financial performance highlights were considered by the Compensation Committee when awarding executive incentive pay for 2021. In making compensation determinations, our Compensation Committee takes into account additional financial metrics for each individual named executive officer, as described below.

INVESTOR CAPITAL

Our vision for Citi is to be the preeminent bank for institutions with cross-border needs, a global leader in wealth, and a major player in consumer payments and lending in the home market. We are making management reporting changes to align with our vision and strategy, including to assist us in decisions about resources and capital allocation and to assess business performance.

In the first quarter of 2022, we will revise our financial reporting structure to align with these management reporting changes to enable investors and others to better understand company performance. Accordingly, the chart to the right shows how Citi performed in 2018 against the principal goals we set for our executives in their scorecards. We set each 2018 goal at a level that exceeded the achievement in 2017, reflecting the challenging natureperformance and value of our goals.businesses:

●

First, we are creating a Personal Banking and Wealth Management segment. It will consist of two distinct reporting units: U.S. Personal Banking businesses and a Global Wealth Management business, which will include the private bank.

EFFICIENCY RATIO●RETURN ON TANGIBLE
COMMON EQUITY(1)		RETURN ON ASSETS(1)

Second, with respect to our Institutional Clients Group, we will begin reporting under three reporting units: Services, Banking and Markets. Services will include treasury and trade solutions and securities services, reflecting the importance of these businesses to our future. These businesses are foundational to Citi given their global footprint and full suite of product offerings.

●

(1)Results

Finally, we are presented excluding the impact of Tax Reform. Forcreating Legacy Franchises, a reconciliationsegment that will consist of all adjusted resultsthe businesses we intend to reported results, please see Annex Aexit, including our remaining legacy Holdings assets. We have substantial experience in managing businesses that are being divested and have established a dedicated team to manage this Proxy Statement.

Relative Total Shareholder Return

The group of companies shown in the following graphs is our compensation peer group. As explained on page 83, we believe this group reflects the competitive market for talent in certain key roles, including the CEO role. While our relative total shareholder returns declined from 2017 to 2018, primarily as a result of deterioration in December 2018, one- and three-year relative stock performance through November 2018 and more recent performance in 2019 are more aligned with the stronger returns for periods ending on December 31, 2017.

2018 ONE-YEAR TOTAL SHAREHOLDER RETURN(1)2018 THREE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(1)
2017 ONE-YEAR TOTAL SHAREHOLDER RETURN(1)2017 THREE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(1)

(1)Increase in share price plus reinvested dividends over one- and three-year periods endingsegment. This will enable the management teams leading our other segments to focus on December 31, 2017, and December 31, 2018, expressed as a percentage of the share price at the beginning of such periods. Source: third-party public databases and company websites.executing Citi’s strategy.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION75

Summary of Pay Decisions

The following table summarizes Citi’s reporting structure during 2021 and its new 2022 financial reporting structure:

We had disappointing absolute and relative shareholder returns in 2021. For the one-, three- and five-year periods ending with 2021 our total shareholder returns have been 1.0%, 29.4% and 17.6%, respectively. Our Stockholder Engagement

Our current executive compensation program reflects extensive stockholder engagement over the past three years. Throughout this period, the Compensation Committee and management undertook a comprehensive review of our executive compensation program, and as part of this process, we held meetings with each stockholder who accepted our invitation to engage.

In 2018, we held two sets of stockholder outreach meetings with holders of meaningful percentages of our outstanding shares, given the size of our shareholder base.2021 financial performance highlights included:

●Spring 2018:Following

Full year revenues of $71.9B, down 5% from 2020 as strength in investment banking, equity markets, the awards for 2017 performance butprivate bank and securities services in advanceour Institutional Clients Group was more than offset by normalization in market activity in fixed income markets within the Institutional Clients Group, as well as the impact of our 2018 Annual Meeting, Mr. O’Neill, then our Board Chair,lower deposit spreads and Mr. Hennes, the Chair of our Compensation Committee, led a stockholder outreach effort seeking feedback on last year’s executive compensation awards. In this round of engagement, we spoke to stockholders representing about 27.5% of our outstanding shares. The feedback we received on our executive pay program was broadly favorable, reflecting the numerous changes made in previous years in direct response to stockholder comments.card loans across Global Consumer Banking.

●Fall 2018/Winter 2019:In addition,

Net income to common stockholders for the full year of $20.9 billion, up from $10.0 billion in 2020, primarily reflecting an allowance for credit loss (ACL) release driven by continued improvement in both the fall of 2018macroeconomic environment and into early 2019, we engaged with stockholders representing about 31% of our outstanding shares in a series of meetings that focused on sustainability issues, including climate change and human capital management. In the area of human capital management, the topics we addressed with stockholders included executive compensation practices, diverse representation in senior roles at Citi, talent development and succession planning, and identifying unintended biases in Citi’s people processes, including gender pay equity.portfolio credit quality.

We were pleased with the positive feedback from our stockholders and their endorsement of our executive compensation program, which resulted in a 94.58% favorable Say on Pay vote at our 2018 Annual Meeting. In response to this favorable result, we kept the core structure of our pay program and our disclosure consistent with last year. We also increased the performance targets in the Performance Share Units awarded for 2018 performance over prior-year targets and prior-year performance to reflect our improving performance and to further align the program with stockholder interests.

OUR STOCKHOLDER-RESPONSIVE EXECUTIVE PAY PROGRAM

As set forth below, all the material features of our executive compensation program are designed to be aligned with stockholder interests and in most cases are directly responsive to stockholder feedback we have received during the past three years.

●Transparent disclosure

We generated RoTCE of annual goals.Each executive’s total incentive award (including13.4%, which equates to 14.4% excluding Asia-related divestiture impacts, up from 6.6% in 2020.

●

Full year earnings per share of $10.14, up from $4.72 in 2020.

●

We continued to optimize our capital base while supporting customers, clients and the annual cash bonus componentbroader economy, as well as maintaining a strong capital and liquidity position. We returned nearly $12 billion in capital to Citi’s common stockholders and grew our book value per share year over year by approximately 7% to $92.21. We ended the year with a Common Equity Tier 1 Capital (CET1) ratio of the total incentive award) is12.2%, up from 11.5% in 2020, based on the overall achievements ofBasel III Standardized Approach framework, as Citi and individual executive performance against predetermined goals set atbuilt the beginning of each year. We disclose three key goals — efficiency ratio, return on tangible common equity, and return on assets — aftercapital needed to absorb the endimpact of the year so stockholders can directly assess executive performance.

●Extensive disclosure of pay rationales.Our extensive scorecard disclosure clarifies the rigorous process we useStandardized Approach for determining compensation.
●Equity-based compensation.Seventy percent of the total CEO incentive opportunity is awarded as equity-based, deferred long-term incentive compensation.
●Operational performance metrics.Our Performance Share Unit program includes two performance metrics: returnCounterparty Credit Risk (SA-CCR) adopted by Citi on tangible common equity and cumulative earnings per share, which are forward-looking operational metrics used by investors to assess our performance over time. We disclose the metric targets at the start of the performance period to enable stockholders to assess the challenging nature of our goals.
●Rigorous targets.Our Performance Share Unit metrics require substantial operational improvements for target payout and exceptional performance for maximum payout. Targets have been set at higher levels each year.
●Robust clawbacks.Incentive compensation is subject to broad clawbacks, as described on page 97.
●U.S. peer group.Our 13-firm compensation peer group is a reasonable representation of the market for executive talent in which we compete.
●Limit on cash bonuses.We have a $20 million limit on individual executive officer cash bonuses.
●Governance.We have strong compensation governance practices, including an executive stock ownership commitment. Additional details on practices we employ and avoid in support of our performance-oriented culture are set forth in the table on page 80.January 1, 2022.

www.citigroup.com

Table of Contents

76PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

The following graphs illustrate our achievements in respect of key financial metrics during 2021.

NET INCOME
TO COMMON
STOCKHOLDERS		RETURN ON
ASSETS		RETURN ON
TANGIBLE COMMON
EQUITY		DISTRIBUTIONS
TO COMMON
STOCKHOLDERS		TOTAL PAYOUT RATIO

Risk and Control Management

The following risk and control management performance highlights were considered by the Compensation PhilosophyCommittee when awarding executive incentive pay for 2021. In making compensation determinations, our Compensation Committee takes into account additional risk and Frameworkcontrol metrics for each individual named executive officer, as described below.

OUR TRANSFORMATION

Given the leadership role we play in the global financial system, our regulators hold us to appropriately high standards. The Consent Orders are evidence that our performance in this area fell short. We have embarked on a transformation in the way we manage risk in our culture and its impact on controls.

Every member of our leadership team is involved in the Transformation and plays a key, hands-on role in its implementation. We have assembled an extraordinary team of top talent, consisting of long-tenured colleagues and new hires as appropriate, from across multiple differences and areas of expertise and experience, with representatives from the businesses and global functions, to lead six different Transformation programs. We are putting our best talent into this effort and have a detailed, integrated approach to address the needs of our clients, investors and regulators.

A principal objective for 2021 was to build an organization and infrastructure to manage, guide and support our Transformation. The organizational structure would need to span all Citi businesses and functions to ensure consistency. We believe that we have implemented a structure that provides the tools to achieve that objective, through our Chief Administrative Officer and her team as well as various global forums and committees.

We seekhold our leadership team accountable for their individual performance in executing against these priorities. To further enhance this accountability, we adopted our long-term performance-based Transformation Bonus Program discussed on pages 73-74. Under the Transformation Bonus Program, there are firmwide performance assessments that apply to designapproximately 250 participants, ensuring that the leadership team and management have strong responsibilities to each other as well as to other stakeholders, including investors and regulators.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION77

Leadership

The primary Leadership highlights for Citi in 2021 arose from our executive pay programCEO succession and ensuing strategy refresh.


CEO SUCCESSION

During 2021, we successfully completed a multi-year leadership succession process, with Jane Fraser succeeding Mike Corbat as Chief Executive Officer. This process commenced in 2019 with Ms. Fraser's elevation to motivate balanced behaviors,President of Citi, and subsequent promotion effective February 26, 2021, to Chief Executive Officer, and illustrates the successful management of the succession process by Mr. Corbat, the Nomination, Governance and Public Affairs Committee and the entire Board.

STRATEGIC REFRESH

Our selection of Ms. Fraser as the best person to lead our organization, following a thorough succession process, ensured a smooth and effective transition of leadership. This seamless and carefully planned transition enabled Citi to get off to a strong start on our key strategic objectives. As noted above, in April 2021, we announced that we will focus our consumer banking franchises in Asia and EMEA on four wealth centers and as a result pursue exits of our consumer franchises in the remaining 13 markets across the two regions. More recently, we announced our intention to exit the consumer, small business and middle market banking operations of Citibanamex. We also announced in 2021 an internal restructuring and formation of our new Global Wealth Management Team, and consistent with those changes we recently announced the creation of two new operating segments - Personal Banking and Wealth Management, and Legacy Franchises - in addition to our focusInstitutional Clients Group segment.

Client and Franchise

The success of our client and franchise efforts depends on balanceda long-term, firmwide approach, and we engaged in many separate projects in 2021, both large and small, in support of our goals. Last year in this space we described our actions to address enabling growth and economic progress in the midst of the COVID-19 pandemic and our Action for Racial Equity efforts. This year, we highlight three other programs that were considered by the Compensation Committee as important examples of our efforts to solidify client relationships and strengthen our franchise during 2021.

COMMUNITY INVESTING AND DEVELOPMENT

Citi Community Investing and Development (CID) is an integrated team that works across Citi’s businesses and functions to catalyze positive social impact in communities around the world.

CID comprises the following teams:

●

Citi Impact Fund: Invests in “double bottom line” U.S. companies that are addressing societal challenges, including workforce development, sustainability, infrastructure, financial capability and access to capital and economic opportunity

●

Citi Social Finance: Works across Citi businesses globally to catalyze scalable business platforms and client solutions that enable the bank, our clients and our partners to expand financial inclusion, accelerate access to basic services, boost job creation and scale social infrastructure development

●

U.S. Business Partnerships: Leads Citi’s relationships with national civil rights and consumer protection organizations to gain insights into issues affecting low- and moderate-income communities and communities of color, and catalyze product and service innovations that help expand financial access and close the racial wealth gap

●

U.S. Community Relations: Catalyzes social impact by engaging and partnering with local community leaders and organizations across the country. The team connects Citi’s people, including through Citi Volunteers, expertise, resources, products and services to help expand equitable opportunities for all

www.citigroup.com

Table of Contents

78PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

The Citi Foundation is a separate legal entity funded by Citi to organize flagship community programming in three areas: youth economic opportunities, financial inclusion and community solutions.

Underlying our approach is the notion that no single institution can address systemic challenges by working in a silo. CID strives to be the best possible partner to our stakeholders — clients, governments, nongovernmental organizations, academic institutions and companies ranging from startups to large, multi-national corporations — as we collaborate on shared agendas that support positive social impact.

SUPPORT OF LOCAL COMMUNITIES

In 2021 we received an “Outstanding” rating on our U.S. Community Reinvestment Act (CRA) performance evaluation from the OCC. Citi’s investment in and support of local communities is core to our mission to enable growth and economic progress. We are the largest affordable housing development lender in the U.S., providing $7 billion in loans for affordable housing projects last year.

The OCC assessed Citi’s performance in helping to meet the credit needs of low- and moderate-income (LMI) individuals, as well as delivering products and services in LMI communities where we operate. Citi’s lending, investments, and services from 2017 to 2019 were analyzed for their responsiveness and impact on the community’s needs.

The CRA requires banks to help meet the credit needs of the communities in which they are chartered, including LMI neighborhoods. For the evaluation period, Citibank allocated over $125.6 billion in CRA activities. Of this amount, Citibank targeted the needs of its CRA assessment areas through approximately:

●135,000 mortgages and 599,000 small business loans totaling $68.4 billion
●$12.3 billion in community development lending to helping LMI communities
●$7.6 billion in community development investments and an additional $147.6 million in grants and donations
●13,000 staff hours to non-profit organizations that provide services targeted to LMI individuals and communities, with focus on financial education, technical assistance for small businesses, and first-time homebuyer education
●Growing its proprietary Access Account, which offers Citibank’s digital capabilities with low or avoidable monthly charges and no overdraft fees, to represent 20 percent of all accounts in the U.S.

SUSTAINABLE FINANCE

In April 2021, we announced our $1 trillion commitment to sustainable finance by 2030, following the 2020 announcement of our new five-year, 2025 Sustainable Progress Strategy to help accelerate the transition to a low-carbon economy.

This commitment aligns with the ambitious agenda of the United Nations’ Sustainable Development Goals (SDGs) and builds on the work we outlined in our 2025 Sustainable Progress Strategy. Crucially, this $1 trillion includes extending our current environmental finance target from $250 billion by 2025 to $500 billion by 2030. We will finance and facilitate a wide array of climate solutions — from renewable energy and clean technology, to water conservation and sustainable transportation — and will further accelerate the transition to a sustainable, low-carbon economy that balances the environmental, social and economic needs of society.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION79

In addition, we finance many other activities in support of the SDGs outside of environmental finance. These include important investments in education, affordable housing, health care, economic inclusion, community finance, international development finance, racial and ethnic diversity and gender equality. We are committing an additional $500 billion to these activities by 2030, as part of our $1 trillion sustainable finance effort.

Given our global footprint and our activities supporting economic activity around the world, Citi has a role to play in achieving the SDGs. As the pandemic made clear, our economic and physical health, our environment and our social stability are all inextricably linked. At Citi, our response is similarly multi-pronged and interconnected, and our commitment to sustainable finance is an important part of our contribution. While there is still much to do and the challenges are immense, our goals are both ambitious and urgent and our commitment to collective action — with governments, clients and competitors — is strong.

ACTION FOR RACIAL EQUITY

Effectively responding to the needs of communities of color represents a strategic goals. imperative for the private sector. As shifting population demographics lead to growth in these communities, their purchasing and saving power should grow as well, expanding opportunities for companies both in talent acquisition and product marketing. In addition, with wealth shifting to the next generation and many young people making financial decisions based on alignment with their values, companies are increasingly expected to play a role in addressing societal issues, with economic inequality and social injustice, including issues of racial equity, high among the list.

In September 2020, Citi and the Citi Foundation announced Action for Racial Equity (ARE), during a time of increased calls for racial equity, made more pressing by a global pandemic that disproportionately affected communities of color. ARE aims to help close the racial wealth gap in the U.S. primarily through Citi’s core business products and services across four key areas of activity: providing greater access to banking and credit in communities of color, increasing investment in Black-owned businesses, expanding affordable housing and homeownership among Black Americans, and advancing anti-racist practices in our company and the financial services industry.

More than a year into our three-year pledge, we have already invested $1 billion into initiatives expanding economic opportunity for communities of color, putting us on track to far exceed our original $1.1 billion commitment set in 2020. That includes providing growth equity and extending invitations to Minority Depository Institutions to participate in revenue generation opportunities alongside Citi, investing venture capital in Black-founded companies through the Citi Impact Fund, and committing equity to Black real estate developers to preserve affordable and workforce housing. We have engaged across our firm to think and act in support of equity. Throughout 2021, we worked on one of our key measures of success — institutionalizing the commitment to racial equity across the firm. For example, we have started to develop a centralized Financial Inclusion and Racial Equity Segment Team within U.S. Personal Banking to develop targeted and integrated segment strategies, drive seamless customer-centric execution, and champion greater financial inclusion, racial equity, and customer protection within the U.S. We have also created a Diverse Financial Institutions Group, which will serve as a hub to lead and expand firmwide engagement with Minority Depository Institutions, Diverse Broker Dealers and Diverse Asset Managers. We view ARE as a critical step in our racial equity journey, and we continue to work to evolve our approach. In 2021, Citi committed to conduct a third-party racial equity audit of ARE. Conducting this audit will not only help assess the impact of our current efforts, but also help inform how to adapt and grow our work going forward.

www.citigroup.com

Table of Contents

80PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

Philosophy and Framework

Our Compensation Philosophy as summarized as a set of objectives below, is designed to encourage prudent risk-taking and management of controls while attracting the world-class talent necessary to Citi’sour success. Our Compensation Philosophy is summarized by the following five objectives:

OUR COMPENSATION PHILOSOPHY
●Reinforce a business culture based on the highest ethical standards
●Manage our risks to Citi by encouraging prudent decision-making
●Reflect regulatory guidance in compensation programs
●Attract and retain the best talent to lead Citius to success
●Align compensation programs, structures, and decisions with stockholder and other stakeholder interests

OUR LEADERSHIP ON PAY EQUITYThe full statement of our Compensation Philosophy is available on our public website.

We continueConsistent with our Compensation Philosophy, we design our executive pay program to align our compensation programs with stakeholder interests through our pay equity disclosures, related changes to pay, and announced representation goals. In 2017, Citi was the first large U.S. financial institution to publicly release the results of a pay equity review. Our 2017 review comparedmotivate balanced behaviors. The compensation of womenour executive officers is determined based on a disciplined policy of goal setting and measurement and assessment of performance against pre-established goals. Transparency, discipline and performance feedback are key factors in our approach to menexecutive officer compensation. Implementation of the process spans the full year.

Elements of Annual Compensation

The total incentive awarded to executive officers is delivered in three parts: (a) annual cash bonus, (b) deferred stock awards, the value of which depends on our stock price, and (c) performance share units (PSUs), the value of which, if any, depends on our stock price and achievement of performance goals, except as required by regulatory requirements in the U.S.,U.K. as described herein.

Our incentive awards foster a balance between annual and long-term components, with the U.K., and Germany, and,majority of incentive compensation delivered in the U.S., minorities to non-minorities. Our review adjustedawards that pay to account for a number of factors to make the comparisons meaningful, including job function, level, and geography, and we modified pay in response to the results. In 2018, we extended our pay equity review to include employees globally, and we found that in 2018 women globally were paid on average 99% of what men are paid at Citi and that there is no statistically significant difference between what U.S. minorities and non-minorities are paid at Citi. As in 2017, we modified pay in 2018 in response to the findings.

Earlier this year, we were the first large 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. The analysis shows that the median pay at Citi for women globally isout over multiple years. 71% of the median for men,long-term incentives delivered to our CEO, and the median pay at Citi for U.S. minorities is 93%50% of the medianlong-term incentives delivered to our other named executive officers, are subject to performance-based vesting criteria. In determining the percentages to grant of each award type, the Compensation Committee considered applicable regulatory requirements and guidelines for non-minorities. We are committing to reduce the raw pay gap numbers over time by increasing the representation of women and U.S. minorities in senior and higher-paying roles. As a starting point, our goal is to increase the representation in mid- and senior-level roles to at least 40% for women globally and 8% for Black employees in the U.S. by the end of 2021.


OUR EXECUTIVE COMPENSATION FRAMEWORK

Our Compensation Philosophy is reflected in our executive compensation Framework, which enables incentive compensation awards to closely reflect business and individual performance, consistent with our pay-for-performance approach. Full information on our executive compensation Framework appears on page 82.

deferral as well as market practices.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION7781

2018 CEO Compensation

As it has done the past several years, the Compensation Committee evaluated 2018 CEO performance using our executive compensation Framework that measures results against quantitative and qualitative goals set at the beginning of the year. As explained in more detail on page 81, we use a rating system of 1 to 5 to assess performance against each goal, with 1 being the highest (Significant Outperform) and 5 being the lowest (Significant Underperform). The green color coding signifies that a quantitative goal set for 2018 was met or exceeded.


SUMMARY OF CEO SCORECARD RESULTSELEMENT
Quantitative Goal (Glossary on Page 127) 2018 Result(1)(2)     Rating(2)
Citigroup Income from Continuing
Operations Before Taxes$23.4 billion3
Citigroup Efficiency Ratio57.4%3
Citigroup Return on Tangible
Common Equity10.9%2
Citigroup Return on Assets0.93%3
Risk
Citigroup Risk Appetite Ratio151%
Citigroup Risk Appetite Surplus$7.61 billion1
Qualitative Goal    Rating(2)AWARD
TYPE		PORTION OF
TOTAL INCENTIVE
COMPENSATION		PERFORMANCE LINK AND VESTINGCOMPENSATION
TYPE
Protect and enhanceSalary
our reputationN/A3
N/ADevelop client-relevant
value propositions2
Produce extraordinary
client experiences2
Deliver our financial
commitments3


(1)Return on Tangible Common Equity and Return on Assets exclude the impact of Tax Reform in 2018. In addition, as used throughout this Compensation Discussion and Analysis, Risk Appetite Ratio and Risk Appetite Surplus are non-GAAP financial measures. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)Explanations of the colors and ratings used in the scorecards appear on page 81.

Pages 84-85 present a detailed overview of the CEO’s scorecard and the performance evaluation process, which resulted in the Compensation Committee awarding Mr. Corbat $24 million in total annual compensation for 2018. His total annual compensation consisted of his base salary of $1.5 million (unchanged since 2013) and a total annual incentive award of $22.5 million, representing a 4% increase over his 2017 total annual compensation of $23 million. Using Citi’s balanced scorecard approach to determining pay, the Compensation Committee favorably assessed Mr. Corbat’s leadership in multiple critical areas, including enhancing our reputation, delivering value to clients, and continued progress toward Citi’s longer-term targets. In addition to Citi’s positive operating results, the Compensation Committee also considered market levels of pay for the CEO role at peer institutions.

LINKING 2018 CEO PAY ELEMENTS TO PERFORMANCE

●Over 90% variableFixed portion of total pay for 2018.at a competitive level that enables us to attract and retain talent
Cash
Short-term
Incentive		Annual
Bonus		CEO: 30%
Other named executive officers: 40%
●Performance assessment determines amount
Cash
Long-Term
Incentives		Performance
Share Units		CEO: 50%
Other named executive officers: 30%
●Performance assessment and share price determine target number of units
●70%Earned units based on financial metrics over three-year performance period (a description of variable paythe metrics for 2021 awards is deferred long-term incentives subject to multi-year vesting and clawbacks.included on page 101)
●70%Earned units are paid at the end of variable pay is equity-based to align stockholder and executive interests.the three-year performance period
●Total incentive award and annual bonus areUltimate amount received based on the overall achievements of Citi and individual performance against goals set at the beginning of the year.our total shareholder return
●PSUs are earned only to the extent Citi performs against two forward-looking metrics: RoTCE in 2021 and cumulative EPSAward capped at 100% of target if our total shareholder return is negative over the 2019-2021 performance period.period
●PSU metrics require substantial operational improvements for target payout and exceptional performance for maximum payout.Subject to clawbacks
Equity-linked,
performance-
based and
cash-settled
Deferred
Stock
Awards		CEO: 20%
Other named executive officers: 30%
●Performance assessment and share price determine number of shares
●Ultimate amount received based on our total shareholder return
●Paid ratably over a four-year period
●Subject to clawbacks
Equity

Our Process

The following summarizes the principal elements of our process for setting incentive compensation for our named executive officers. Set forth on pages 86-88 is a detailed description of how we take risk into account in our compensation process and award features.

PERFORMANCE ASSESSMENT

We adopted CART, our compensation accountability and rationale tool, in 2020 as a means for administering our new compensation principles and practices. CART is an integral part of our compensation framework. CART is a process tool that resulted in significantly increased transparency, discipline and thoughtfulness with respect to the impact of risk and control performance on compensation decisions. While CART requires a notably disciplined approach to year-end performance assessment, its most important feature is that it requires managers to provide a detailed explanation of performance across each of the four CART pillars — Risk and Control, Financial, Client and Franchise, and Leadership — to support compensation decisions.

www.citigroup.com

Table of Contents

7882PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

CART creates a comprehensive record evidencing how risk was considered in compensation decisions. This practice enables us to systematically hold each senior manager accountable in a disciplined way for management of risk and control and for determining compensation.

2018 Pay Elements

Citi’sEach named executive officer’s total incentive awards deliveredaward is based on our overall achievements, individual executive performance against applicable goals and a market benchmarking process. Metrics and goals for each named executive officer’s total incentive award are contained in the executive’s scorecard. A market benchmarking process, with market rates of pay adjusted to reflect each named executive officer’s experience and the scope of his or her role is the starting point. In addition, written narrative assessments for each of the four CART pillars are completed for each named executive officer. The Compensation Committee completes this assessment for our CEO and contributes to the CEO andassessments for our other executive officers. These factors, considered together, form the other named executive officers (NEOs) are a mix of cash bonus, Performance Share Units, and Deferred Stock Awards. This incentive structure establishes a balance between annual and long-term compensation, withbasis for the majorityCompensation Committee’s determination of incentive compensation delivered in Performance Share Units and Deferred Stock Awards that vest over multiple years. In determining the percentages to award as cash bonuses, Performance Share Units, and Deferred Stock Awards, theamounts.

Under our compensation framework, our Compensation Committee considered applicable regulatory requirementsuses a five-step process when making final determinations regarding named executive officer incentive compensation. The steps are illustrated in the following graphic and guidelines for deferral as well as market practices.

% OF
VARIABLE PAY		COMPENSATION
ELEMENT     CEO        NEOs     AWARD TYPE     PERFORMANCE LINK AND VESTING     TYPE
Fixed
SalaryN/AN/ABase Pay
●Fixed portion of total pay at a competitive level that enables Citi to attract and retain talent
Cash
Variable
Annual
Incentive		30%40%Annual Bonus
●Scorecard assessment determines value
●Plan limits on executive officer cash bonuses
Cash

Deferred/
Long-Term
Incentives
(LTI)

70%

60%

Performance
Share Units
(50% of LTI)

●Scorecard assessment determines target number of units
●Earned units based 50% on return on tangible common equity in 2021 and 50% on cumulative earnings per share over 2019-2021
●Ultimate value of earned units linked to Citi total shareholder returns
●Award capped at 100% of target if Citi’s total shareholder return is negative over 2019-2021
●Subject to clawbacks
●Other than increases in targets, no change in award terms as compared to last year

Equity-based,
but settled in
cash to limit
dilution to
stockholders

Deferred Stock
Awards
(50% of LTI)

●Scorecard assessment determines number of shares granted
●Ultimate value based on Citi total shareholder returns
●Vest ratably over a four-year period
●Subject to reduction in the event of pretax losses in any year of the deferral period
●Subject to clawbacks
●No change in award terms as compared to prior years

Equity

Performance Share Unit Targetssummarized immediately below the graphic.

We have consistently set challenging targets for our Performance Share Units. For the Performance Share Units awarded for 2018 performance:

●We have set a target return on tangible common equity achievement of 14% by 2021, which is meaningfully higher than the 10.9% we achieved in 2018 (excluding the impact of Tax Reform). Although this metric is stated as a 2021 target, it also incentivizes consistent improvement in returns throughout the performance period.
●We have set a cumulative earnings per share target for the three-year performance period 2019 through 2021 of $26.25, which is reflective of significant earnings per share growth over the period. Cumulative earnings per share mitigates potential risk associated with a single year-end target and drives balanced improvement in operational performance over the performance period.
Step 1 – Goal Setting for Scorecards
●The Compensation Committee sets scorecard goals for each named executive officer early in the annual compensation cycle. The goals fall into four categories or performance “pillars”: Risk and Control; Financial; Client and Franchise; and Leadership. The type and number of goals for each pillar vary by named executive officer, based on the nature of his or her position:
➢Risk and Control goals include:
✓Risk and Control Behavior Assessment
✓Anti-money laundering and other specific regulatory criteria
✓Progress on regulatory remediation programs
➢Financial goals include:
✓Company-wide goals for all named executive officers that reflect our annual business plan
✓Business unit-specific goals for named executive officers who are business unit leaders that reflect annual plans for our individual business units
➢Client and Franchise goals include:
✓Goals relating to metrics that are important to the strength of the franchise and, for executives who are business leaders, goals relating to growth in our client relationships
➢Leadership goals include:
✓Leadership values, including diversity and other human capital management goals
Step 2 – Performance Assessment
●At the end of each year, a named executive officer’s performance against each goal is assessed. A performance rating is assigned for each performance pillar.
●Each named executive officer is categorized into one of four classifications, which are driven by our Risk Governance Framework. We have established prescribed compensation adjustment ranges by performance pillar and rating for each of these four classifications.
●The Compensation Committee rates the CEO’s performance, and the CEO and Compensation Committee rate the performance of the other named executive officers.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION7983

➢As a matter of policy, our preference is to redeploy earned capital within our businesses, provided that such investments are expected to produce returns above our cost of capital. To the extent that the capital we generate exceeds our ability to productively redeploy it in our businesses, we intend to return it to stockholders.
➢We have several mechanisms in place to ensure that our earnings per share measure drives appropriate long-term decision-making. Buyback levels are subject to oversight by both the Citigroup Board and the Federal Reserve Board (through the CCAR process), and they are calibrated against a range of considerations, including current capital levels, alternative uses for excess capital, and safety and soundness.
●To reflect and focus on our improving performance, we set the targets at levels that are more challenging than the targets for last year’s awards, which were a return on tangible common equity of 13% by 2020 and cumulative earnings per share of $22.50 for the three-year performance period 2018 through 2020.

Full details on our Performance Share Units for performance in 2018 appear on page 94.

Performance Share Unit Payouts

The variability of the value of our Performance Share Unit awards demonstrates the strong link between Citi’s executive pay and Citi’s performance. As an example, the following chart compares the grant date value of Mr. Corbat’s recent Performance Share Units to the value ultimately earned.

CEO PERFORMANCE SHARE UNIT PAYOUTSStep 3 – Evaluation of Market Pay
●The Compensation Committee reviews prior year market pay to determine a market benchmark for each named executive officer role. Ranges are developed based on public information and third-party market surveys of compensation for the same or comparable roles at peer firms. This market benchmark is then adjusted based on the scope of the role at Citi, and experience of the executive.
●This practice helps us set named executive officer pay at levels that reflect market rates based on tenure, experience, and the skill set of each executive.
Step 4 – Linking Performance to Compensation
●The Compensation Committee then applies each named executive officer’s performance rating for each pillar against the prescribed compensation adjustment range to determine an appropriate compensation adjustment for each pillar. The net aggregate compensation adjustments are then applied to the adjusted market benchmark to determine a forecasted compensation amount.
●The Compensation Committee retains the authority to further adjust pay to reflect unusual performance outcomes that are not within the scope of the four pillars.
●The Compensation Committee further adjusts pay to reflect any required impacts under our Accountability Framework.
Step 5 – Committee Determination
●The Compensation Committee retains the authority to adjust goals, performance ratings, and compensation adjustments.
●The Compensation Committee, exercising its fiduciary judgment, determines the final award amount for each named executive officer.

www.citigroup.com

Table of Contents

8084PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

Compensation Governance Practices

In addition to our performance-sensitive direct compensation structure, Citi has strong compensation governance practices. Over the past several years, we have refined many of our governance practices as a result of feedback obtained through our ongoing engagement with stockholders.


COMPENSATION GOVERNANCE PRACTICES WE EMPLOY
We have strong compensation governance practices that are regularly refined as a result of engagement with stockholders and regulators and our attention to evolving best practices.
CITI’S PRACTICESPRACTICES WE AVOID
Ongoing investor outreach.Regular The Compensation Committee and management conduct regular stockholder engagement to solicit feedback on compensation and governance.
Performance-based compensation.For 2018,2021, variable performance-based incentive compensation was at least 94%more than 90% of CEO annual compensation. 70% of incentive compensation is delivered in deferred equity or equity-linked units, and the equity-linked units are subject to vesting based on three-year performance-based financial metrics.
Rigorous Performance-Assessment Process. CART facilitates a rigorous performance-assessment process under which the Compensation Committee participates in the development of a comprehensive written analysis of executive officer performance in respect of the four pillars.
Shareholder transparency. We provide transparency in our annual proxy statement concerning the process and metrics evaluated by the Compensation Committee in determining incentive compensation for our named executive officer annual compensation. The deferred variable award is furtherofficers. For example, we disclose the performance goals for our PSU program at risk based on the valuebeginning of Citi common stock over multi-year vesting periods.each three-year performance cycle.
Limit on cash bonus.LimitRisk and control management. Effective management of $20 million on the portion of eachrisk and control is a key driver in determining compensation for executive officer’s annual incentive award that may be paid in cash.officers.
Regulatory requirements. Our governance practices are designed to comply with the principles for sound incentive compensation practices promulgated by our regulators, who provide ongoing oversight and engagement in respect of those practices.
Clawbacks.Subjected Performance Share Units Our PSUs and Deferred Stock Awards are subject to clawbacks, as described on page 97.88.
Stock ownership commitment.Executive Under our policies, executive officers are required to hold at least 75% of the net after-tax shares acquired through our incentive compensation programs as long as they are executive officers.
Post-employment stock holding requirement. Effective January 1, 2013, Our policies require each executive officer mustto retain at least 50% of the shares subject to the stock ownership commitment for one year after ceasing to be an executive officer, even if he or she is no longer employed by Citi.us.
Peer group review.Annual evaluation of The Compensation Committee annually evaluates our industry peer group to ensure ongoing relevancethat inclusion of each member.member continues to be appropriate for compensation benchmarking purposes.
Compensation Committee independent advice and executive sessions. An independent compensation consultant attends Compensation Committee meetings and provides the Compensation Committee with advice. The Compensation Committee regularly meets in executive session without management present, both with and without its independent advisor.
Annual Risk management.Strong risk and control policies and considerationAssessment. As part of our governance process, all of our incentive compensation plans throughout the world are analyzed through a central risk management factors in making compensation decisions, as described on pages 95-97.
Independent advice.Independent compensationmodel developed and administered by a third-party consultant with input into the Compensation Committee’s decisions, as described on page 97.from us.
No excessive perks.We do not provide personalexcessive perquisites such as free personal use of private aircraft or special executive medical benefits.
No executive pensions.Executive officers are not eligible for additional benefit accrualspensions under nonqualified executive retirement programs.
No hedging or pledging of Citi stock.We have a blanket prohibition against hedging or pledging Citiour common stock by executive officers.officers and also prohibit our executive officers from engaging in speculative trading in Citi common stock.
No tax gross-ups.Citi does We do not allow tax gross-ups except through itsour tax equalization program for expatriates, which is available to all salaried employees.
No multi-year compensation guarantees.We avoid features that could incentivize imprudent risk-taking, such as multi-year guarantees.
No “single trigger” upon a change of control.Our stock incentive plan has a “double trigger” change-of-control feature, meaning that both a change of control of Citigroup and an involuntary termination of employment not for gross misconduct must occur for awards to vest.
No change-of-control or other “golden parachute” agreements.Executive officers do not have special agreements covering their compensation in the event of a change of control and are not entitled to severance pay upon termination of employment in excess of broad-based benefits.
No unearned dividends paid.We do not pay dividend equivalents on unearned Performance Share Units or unvestedour PSUs and Deferred Stock Awards. Dividend equivalents onAwards only if and when the underlying awards are earned awards commence payment at the time of vesting, and thedelivered. The dividend rate is the same for the executive officers as for other stockholders.
No extensive use of employment agreements. None of the named executive officers has an employment agreement with Citi. We make limited Except as required by law, we do not use offixed-term employment agreements and their terms are subject to controls under our policies. Under a policy adopted by the Board, employment agreementsfor executive officers. Agreements with executive officers may not provide for post-retirement personal benefits of a kind not generally available to other employees or retirees.
No “springloading” of equity awards. Citi does not time the granting of equity awards to take advantage of information that may enhance their value to recipients.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION8185

2018 Executive Compensation AwardsOUR COMPENSATION PEER GROUP

2018 Named Executive Officer Compensation

The Compensation Committee approved the following compensation for performance in 2018:

123

4		Annual
Compensation
for 2018
(Sum of
Columns 1-4)
Name     Base Salary(1)     Cash Bonus(1)     Performance
Share Units(2)		     Deferred Stock
Awards(2)		     
Michael Corbat$1,500,000$6,750,000$7,875,000$7,875,000    $24,000,000
John Gerspach$500,000$4,600,000$3,450,000$3,450,000$12,000,000
James Forese$500,000$7,800,000$5,850,000$5,850,000$20,000,000
Stephen Bird$500,000$4,400,000$3,300,000$3,300,000$11,500,000
Jane Fraser$500,000$3,500,000$2,625,000$2,625,000$9,250,000

(1)Reported in the 2018 Summary Compensation Table.
(2)In accordance with SEC rules, these awards are not reportable in the 2018 Summary Compensation Table because they were not awarded during 2018. They will be reportable next year in the 2019 Summary Compensation Table.

The above table is not intended to be a substitute for the reporting of compensation in accordance with SEC rules as shown in the 2018 Summary Compensation Table.

Roadmap for the Scorecards on Pages 84-93

The scorecards on pages 84-93 illustrate how our executive compensation Framework is used by the Compensation Committee to make compensation decisions.

The scorecards:

●Show how the Compensation Committee assessed each named executive officer’s performance against quantitative and qualitative goals established early in the year.
●Explain the size and scope of each named executive officer role to provide context for the Compensation Committee’s decision and level of pay.
●Explain how the Compensation Committee arrived at its decision on each named executive officer’s compensation.

The colors in the Quantitative Goal section of the scorecards are intended to visually signify relative performance against operational and risk-related quantitative goals, as follows:

Signifies that an operational goal result achieved the 2018 goal or exceeded the 2018 goal by up to 10%.(1)Signifies that a risk goal result was achieved.

Signifies that an operational goal result was below the 2018 goal by 10% or less. Signifies that a risk goal had a positive but below-target result.

Signifies that an operational goal result was below the 2018 goal by more than 10%. Signifies that a risk goal had a negative result.


(1)Additional colors or definitions would be provided if any achievements are greater than 10% of a goal.

The Compensation Committee assesses performance against each quantitative and qualitative goal according to the following scale:

Score     1     2     3     4     5
RatingSignificant
Outperform		OutperformMeets
Expectations		UnderperformSignificant
Underperform

www.citigroup.com

Table of Contents

82PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

Citi’s Executive Compensation Framework

Our Compensation Committee uses a five-step process to determine named executive officer incentive compensation.

Step 1 – Goal Setting and Goal Weightings for Scorecards
●

The Compensation Committee sets scorecard goals for each named executive officer early in each year. Performance goals fall into two categories, quantitative and qualitative, and vary by named executive officer:

➢

Quantitative goalsinclude:

✓

Company-wide goals for all named executive officers that reflect our annual business plan, and

✓

Business unit-specific goals for named executive officers who are business unit leaders that reflect annual plans for our individual business units.

➢

Qualitative goalsfocus on:

✓

Enhancing Citi’s reputation,

✓

Delivering value to clients, and

✓

Continued progress toward Citi’s longer-term targets.

●

When we set the goals, we also assign weightings to the goals. For 2018 and consistent with prior years, quantitative goals were weighted 70% and qualitative goals were weighted 30% in the calculation of the year-end overall scorecard rating for each named executive officer.

Step 2 – Scorecard Assessment
●

After the end of each year, a named executive officer’s performance against each quantitative and qualitative goal is assessed.

●

A performance rating is assigned for each goal on a scale of 1 to 5, with 1 being “significant outperform” and 5 being “significant underperform,” reflecting a subjective assessment of the executive’s performance against the goal.

●

In accordance with the relative weightings established early in 2018, quantitative goal ratings were averaged and weighted 70% and qualitative goals were averaged and weighted 30% in arriving at an overall scorecard rating for each named executive officer.

●

The Compensation Committee rates the CEO’s performance, and the Compensation Committee and the CEO rate the performance of the other named executive officers.

Step 3 – Evaluation of Market Pay
●

The Compensation Committee reviews an estimated market pay range for each named executive officer role. Ranges are developed based on public information and third-party market surveys of compensation for the same or comparable roles at peer firms.

●

This practice ensures that our named executive officer pay appropriately reflects market pay, based on varying levels of performance.

Step 4 – Linking Performance to Compensation
●

The Compensation Committee then evaluates each named executive officer’s overall scorecard rating relative to the estimated market-based pay range for each named executive officer role.

●

The overall scorecard rating determines whether compensation should be preliminarily targeted at, above, or below the estimated market median pay for the role. An overall scorecard rating of 3 would generally correspond to market median pay levels, with an overall 2 rating generally corresponding to above market median and an overall 4 rating generally corresponding to below market median.

●

The Compensation Committee believes that the simultaneous evaluation of scorecard performance and market pay is the most effective approach to aligning pay and performance in an industry where market levels of pay can change dynamically.

Step 5 – Committee Determination
●

Based on the evaluation of the scorecard ratings and market pay described in Step 4, the Compensation Committee, exercising its discretion, determines the final award amount for each named executive officer. The objective, non-formulaic factors (such as risk behaviors) that inform the decision are explained in detail within each named executive officer’s scorecard.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION83

Our Compensation Peer Group

The Compensation Committee believes that market compensation levels must frame compensation decisions in order to retain the executive talent necessary to execute the Company’s business strategy.decisions. Accordingly, a criticalan important step in our executive compensation Frameworkframework is the Compensation Committee’s understandinganalysis of market pay, which it develops through consideration ofis based on surveys of historic peer firm compensation for each named executive officer role.

In 2016, theThe Compensation Committee, with input from its independent compensation consultant, established the compensation peer group Citiwe currently usesuse to determine market pay ranges. The Compensation Committee evaluates the compensation peer group on an annual basis to ensure that the group continues to be appropriate. The Compensation Committee continues to believe that a U.S.-based peer group reflects the relevant market for executive talent and the relevant regulatory environment for Citi’sour executive compensation.

OurWe chose the peers were chosen because they operate in one or more lines of business that are similar to Citi’sours and compete in similar labor markets, although manymost do not have global scale that isor size comparable to Citi.

2018 COMPENSATION PEER GROUP

AIG (AIG)
American Express (AXP)
Bank of America (BAC)
BNY Mellon (BK)
Capital One (COF)

Goldman Sachs (GS)
JPMorgan Chase (JPM)
MetLife (MET)
Morgan Stanley (MS)
PNC (PNC)

Prudential (PRU)
U.S. Bancorp (USB)
Wells Fargo (WFC)

All compensation peer group firms were included in preparing the market data for the CEO and CFO roles. Not all compensation peer group firms have roles comparable to Citi’s named executive officer roles other than the CEO and CFO roles (e.g., the Institutional Clients Group role), so not all ofours. In selecting the compensation peer group, firms were represented in the market data for each of the other named executive officer roles. Compensation Committee uses size-based metrics as primary screening criteria among financial services firms.

2021 COMPENSATION PEER GROUP
AIG (AIG)Goldman Sachs (GS)Prudential (PRU)
American Express (AXP)JPMorgan Chase (JPM)U.S. Bancorp (USB)
Bank of America (BAC)MetLife (MET)Wells Fargo (WFC)
BNY Mellon (BK)Morgan Stanley (MS)
Capital One (COF)PNC (PNC)

In evaluating the market for named executive officer compensation, the Compensation Committee additionally focusedfocuses primarily on compensation for comparable roles at the U.S.-based global banks with lines of business and scale similar to Citi’s. That group includesours: Bank of America, Goldman Sachs, JP MorganJPMorgan Chase, Morgan Stanley, and Wells Fargo. The information is compiled with the assistance of an outside third-party survey firm using a proprietary database.

Stockholder Engagement

The following summarizes our engagement with stockholders and our stockholders’ feedback concerning our executive compensation program in 2021.

STOCKHOLDER ENGAGEMENT AND STOCKHOLDER FEEDBACK

Our executive compensation program reflects feedback received from investors through an extensive stockholder engagement process.

In selecting the compensation peer group, the Compensation Committee used size-based metrics as primary screening criteria among financial services firms. Due to the absence2021, we held two rounds of a sufficient numberstockholder engagement with holders of comparably sized direct peers, the result is a peer group where Citi is above the 75th percentile in size, meaning that the market for target compensation prior to considerationmeaningful percentages of performance could be the upper quartile. Where Citi pays executives above median, the size and scope of their responsibilities and their performance tend to be critical factors in determining pay ranges.our outstanding shares.

2018 CITI POSITIONING RELATIVE TO PEER COMPANIES

(1)AIG employees as of 12/31/2017; MET employees as of 10/1/2017; PRU employees as of 12/31/2017.

www.citigroup.com

Table of Contents

84PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

CEO Scorecard and Pay Explanation

Mr. Corbat has been CEO of Citi since October 2012. He joined Citi in 1983 and has held various management positions throughout Citi in multiple businesses and geographies.

QUANTITATIVE SCORECARD
Category     Quantitative Goal (Glossary on Page 127)     2018 Result(1)(2)     Rating(2)
Profitability Citigroup Income from Continuing Operations Before Taxes $23.4 billion 3
Expense Management Citigroup Efficiency Ratio 57.4% 3
Use of Capital   Citigroup Return on Tangible Common Equity 10.9% 2
   Citigroup Return on Assets 0.93% 3
Risk Citigroup Risk Appetite Ratio 151% 1
  Citigroup Risk Appetite Surplus $7.61 billion 

QUALITATIVE SCORECARD

Qualitative Goal

Result Highlights (Glossary on Page 127)

Rating(2)

Protect and enhance our reputation

●Mr. Corbat continues to provide prominent and clear messaging across the company around the firm’s culture of ethics and conduct.
●Under Mr. Corbat’s sponsorship, Citi received no objection from regulators to its capital plan submitted as part of the 2018 CCAR process, enabling the return of $18.4 billion of capital to common stockholders during 2018. Citi repurchased over 200 million shares during 2018, resulting in an 8% reduction in outstanding common shares.
●Notwithstanding the continued progress in returning capital to shareholders, each of Citi’s key regulatory capital metrics remained strong.
●Control metrics generally improved year-over-year across Citi, and as measured by objective risk metrics, Citi’s risk profile was stable in 2018. Many outstanding regulatory issues were resolved, while others remain as focus areas.
●Mr. Corbat championed Citi’s leadership in disclosing gender and U.S. minority pay gaps and making related adjustments to compensation globally. We have published our goals to improve representation of women and U.S. minorities in senior roles throughout Citi.
●Mr. Corbat continued his outreach to external stakeholders globally, including investors, regulators, and government officials.
➢He led investor outreach by conducting 36 investor meetings in 2018.
➢In addition to regular bank supervisory meetings, he participated in 56 meetings in 2018 with regulators, central bankers, and government officials from the U.S. and other countries.

3

Develop client-relevant value propositions

●Mr. Corbat maintained regular client contact by holding, on average, approximately 40 client meetings per month in cities around the world.
●Mr. Corbat drove continued focus on key investments in Global Consumer Banking and Institutional Clients Group that are already showing results, such as digital and mobile innovations in consumer banking and investments in our equities business.

2

Produce extraordinary client experiences

●Innovations sponsored by Mr. Corbat have led to improved client satisfaction scores on objective surveys in Global Consumer Banking and Institutional Clients Group.
●Key digital user metrics improved substantially year-over-year, and in Institutional Clients Group, we have significantly improved the client onboarding experience.

2

Deliver our financial commitments

●Key financial metrics, including Citi’s 2018 return on tangible common equity, exceeded 2017 results (excluding the impact of Tax Reform in both periods) and our 2018 business plan.

3


(1)Return on Tangible Common Equity and Return on Assets exclude the impact of Tax Reform in 2018. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)Explanations of the colors and ratings used in the scorecards appear on page 81.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION85

SIZE AND SCOPE OF ROLE

●

As CEO,Spring 2021: Following the awards for 2020 performance but in advance of our 2021 Annual Meeting, Mr. Corbat is responsible for Citi’s global business operations. Citi’s Global Consumer Banking businesses operate in North America, Mexico,Dugan, our Board Chair and Asia and provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and retail services. Citi’s Institutional Clients Group provides corporate, institutional, public sector, and high-net-worth clients around the world with a full rangemember of wholesale banking products and services.

●

Citi has approximately 200 million customer accounts and does business in over 160 countries and jurisdictions. Citi believes this global network provides a strong foundation for servicing the broad financial services needs of its large multinational clients and for meeting the needs of retail, private banking, commercial, public sector, and institutional clients around the world.

●

As of December 31, 2018, Citi had:

➢

revenues of $72.9 billion for full year 2018,

➢

assets of approximately $1.92 trillion,

➢

market capitalization of $123 billion,

➢

approximately 204,000 employees, and

➢

deposits of approximately $1.01 trillion.


COMMITTEE’S PAY RATIONALE

Scorecard Assessment Summary

●

Company-wide financial results reflected solid progress toward improving Citi’s profitability and returns, including return on tangible common equity, in a more challenging revenue environment. Citi attained the targets set at the beginning of 2018 and demonstrated improved operating performance over 2017.

●

Theour Compensation Committee, consideredand Mr. Corbat’s notable 2018 qualitative goal achievements, such asJacobs, the leadership demonstrated in the 2018 favorable CCAR result, which enabled the returnChair of $18.4 billion in capital to stockholders during 2018.


Linking Performance to Compensation

●

Company business performance at or above targets combined with Mr. Corbat’s strong performance against qualitative goals resulted in an overall scorecard rating of 2.43, which points toward compensation above market median for the CEO role within our 13-firm compensation peer group. The overall scorecard rating was determined by averaging the quantitative goal ratings and weighting the result 70%, averaging the qualitative goal ratings and weighting the result 30%, then adding the two amounts ([2.4 x 0.7] + [2.5 x 0.3] = 2.43).


Final Award

●

The Compensation Committee, awarded Mr. Corbat $24 million in total annual compensation for 2018, consisting ofled a base salary of $1.5 million and a total annual incentive award of $22.5 million, an increase of 4% over his total annual compensation for 2017 of $23 million. Mr. Corbat’s compensation was above market median for the CEO role basedstockholder outreach effort seeking feedback on a comparison to CEO pay in our 13-firm compensation peer group, consistent with the results produced by our executive compensation Framework, while at the same time was below the median of CEO pay at other U.S.-based global banks. In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the executive compensation Framework and considered Citi’s solid progress toward its financial goals, market levels of pay at other U.S.-based global banks, and Mr. Corbat’s qualitative results.awards.

www.citigroup.com

Table of Contents

86PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

In this round of engagement, we reached out to stockholders representing 36.4% of our outstanding shares and spoke to stockholders representing almost 32.9% of our outstanding shares. The feedback we received on our executive pay program was broadly favorable, reflecting the numerous changes made in previous years in direct response to stockholder comments. Noting no concerns that merited discussion, investors representing approximately 1.3% of our outstanding shares declined our invitation to participate in the Spring 2021 engagement effort. In addition, notwithstanding our request for engagement, investors representing about 2.2% of our outstanding shares did not respond to our request.
●

Fall 2021 through Winter 2022: In the Fall of 2021 and into early 2022, we conducted a second round of engagement with stockholders representing about 24.23% of our outstanding shares in a series of meetings that focused on sustainability issues, including climate change and Citi’s net zero plan, human capital management and corporate governance. In the area of human capital management, the topics included our racial equity audit, diverse representation in senior roles at Citi, talent development and succession planning, our response to the COVID-19 pandemic and gender pay equity.

CFO ScorecardAll the material features of our executive compensation program are designed to be aligned with stockholder interests and Pay Explanation

John Gerspach has been CFO of Citi since July 2009in most cases are directly responsive to stockholder feedback we have received during engagement as outlined above and has served in various executive financial management roles globally since joining Citi in 1990. He retired fromprevious years, including the CFO role on February 22, 2019.following:

QUANTITATIVE SCORECARD
Category     Quantitative Goal (Glossary on Page 127)     2018 Result(1)(2)     Rating(2)
ProfitabilityCitigroup Income from Continuing Operations Before Taxes$23.4 billion3
Expense ManagementCitigroup Efficiency Ratio57.4%3
Use of CapitalCitigroup Return on Tangible Common Equity10.9%2
Citigroup Return on Assets0.93%3
RiskCitigroup Risk Appetite Ratio151%1
Citigroup Risk Appetite Surplus$7.61 billion

QUALITATIVE SCORECARD
Qualitative GoalResult Highlights (Glossary on Page 127)●Rating(2)Extensive disclosure of pay rationales. Our extensive disclosure of individual named executive officer performance describes the rigorous process we use for determining compensation.
Protect and enhance
our reputation●
●Under Mr. Gerspach’s leadership, Citi received no objection from regulators to its capital plan submitted as partEquity-based compensation. Seventy percent of the 2018 CCAR process, enabling the return of $18.4 billion of capital to common stockholders during 2018. Citi repurchased over 200 million shares during 2018, resulting in an 8% reduction in outstanding common shares.total CEO incentive opportunity is awarded as equity-based, deferred long-term incentive compensation.
●Notwithstanding the continued progress in returning capital to shareholders, each of Citi’s key regulatory capital metrics remained strong.
●Control metrics generally improved year-over-year across the Finance function, while areas of focus remain.
●Succession planning efforts in Finance resulted in the orderly succession process pursuant to which Mark Mason was promoted to Citi CFO.

3

Develop client-
relevant value
propositions

●
●Under Mr. Gerspach’s leadership, Citi Ventures continued to build a successful investment portfolio, resulting in substantial cost savings and incremental revenue to Citi.
●The Finance function has continued to make productivity and process improvements that have lowered cost, improved the quality of financial reporting and analysis, and improved the effectiveness of our control environment.

3

Produce extraordinary
client experiences

●Mr. Gerspach has sponsored multiple initiatives to deliver better insights to clients and faster execution.

3

Deliver our financial
commitments

●Key financialOperational performance metrics. Our PSU program includes two performance metrics including Citi’s 2018— return on tangible common equity exceeded 2017 results (excludingand tangible book value per share — that are operational metrics used by investors to assess our performance. We disclose the impacttarget goals for the metrics at the start of Tax Reform in both periods) andthe performance period to enable stockholders to assess the rigor of our 2018 business plan.
●Finance function efforts resulted in a reduction of Citi’s effective tax rate.

2


(1)Returngoals. Targets for 2022 PSU awards are described on Tangible Common Equity and Return on Assets exclude the impact of Tax Reform in 2018. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.page 96.
(2)●Explanations of the ratings used in the scorecards appearRigorous targets. Our PSU target goals generally require operational improvements for target payout.
●Robust clawbacks. Deferred incentive compensation is subject to broad clawbacks, as described on page 81.88.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION87

SIZE AND SCOPE OF ROLE
●

Mr. Gerspach was Citi CFO throughout 2018 and until February 22, 2019. The Citi CFOPeer group. Our 13-firm compensation peer group is responsiblea reasonable representation of the market for managing Citi’s balance sheet and Citi’s financial reporting processes. At December 31, 2018, Citi had approximately $1.92 trillion of assets and $1.01 trillion of deposits.executive talent in which we compete.

●

Among the disciplines reporting to the Citi CFOLimited cash bonuses. 70% of incentive compensation for our CEO, and 60% for our other named executive officers is Citi’s treasury function, which manages our capital, funding, and liquidity. In addition, the treasury function manages corporate oversight of risks related to liquidity, interest rates, and currency translation.paid on a deferred basis.

●

Governance. We have strong compensation governance practices, including a disciplined and systematic process for taking risk into account in compensation decisions. The Citi CFO leads the teams coordinating Citi’s responsesBoard reviews all stockholder proposals, including those related to global financial regulatory reform. The Finance function also plays a central role in our CCAR capital planning process.

●

The Citi CFO leads many of Citi’s expense management initiatives and Finance also leads or participates in a range of financial control activities throughout the businesses.

executive compensation.

COMMITTEE’SOUR SAY ON PAY RATIONALE
Scorecard Assessment Summary
●

Company-wide financial results reflected solid progress toward improving Citi’s profitability and returns, including return on tangible common equity, in a more challenging revenue environment. Citi attained the targets set at the beginning of 2018 and demonstrated improved operating performance over 2017.

●

The Compensation Committee considered Mr. Gerspach’s notable 2018 qualitative goal achievements, such as the leadership demonstrated in the 2018 favorable CCAR result and company-wide productivity improvements.


Linking Performance to Compensation
●

Company business performance at or above targets combined with Mr. Gerspach’s strong performance against qualitative goals resulted in an overall scorecard rating of 2.505, which points toward compensation above market median for the CFO role within our 13-firm compensation peer group. The overall scorecard rating was determined by averaging the quantitative goal ratings and weighting the result 70%, averaging the qualitative goal ratings and weighting the result 30%, then adding the two amounts ([2.4 x 0.7] + [2.75 x 0.3] = 2.505).


Final Award
●

The Compensation Committee awarded Mr. Gerspach $12 million in annual compensation for 2018, a 9% increase over his 2017 annual compensation of $11 million, in recognition of a gap to market levels of compensation for similar roles at U.S.-based global banks as well as Mr. Gerspach’s performance. Mr. Gerspach’s compensation was above market median for the CFO role based on a comparison to CFO pay in our 13-firm compensation peer group, consistent with the results produced by our executive compensation Framework, while at the same time was below the median of CFO pay at other U.S.-based global banks. In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the executive compensation Framework and considered Citi’s solid progress toward its financial goals, market levels of pay at other U.S.-based global banks, and Mr. Gerspach’s qualitative results.

RESULTS

www.citigroup.com

Table of Contents

88PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

Citi PresidentWhile we strive to continuously improve our practices, we were pleased with the positive feedback from our stockholders and Institutional Clients Group CEO Scorecard and Pay Explanation

James Forese is President of Citi and CEO of Institutional Clients Group (ICG). He assumed expanded duties as President of Citi in June 2015 after serving as Co-President of Citi and CEO of ICG since January 2013. Mr. Forese joined Citi in 1985 and has held various executive positions in multiple geographies throughout the businesses comprising ICG.

QUANTITATIVE SCORECARD
Mr. Forese’s performance on most quantitative metrics was evaluated on the basis of both company-wide and ICG results, consistent with his roles as President of Citi and as CEO of ICG.

Category     Quantitative Goal (Glossary on Page 127)     2018 Result(1)(2)     Rating(2)
ProfitabilityCitigroup Income from Continuing Operations Before Taxes     $23.4 billion3
ICG Income from Continuing Operations Before Taxes$15.8 billion
Expense ManagementCitigroup Efficiency Ratio57.4%3
ICG Efficiency Ratio56.7%
Use of CapitalCitigroup Return on Tangible Common Equity10.9%3
ICG Return on Tangible Common Equity14.3%
Citigroup Return on Assets0.93%3
ICG Return on Assets0.87%
RiskICG Risk Appetite Ratio219%2
ICG Risk Appetite Surplus$8.15 billion

QUALITATIVE SCORECARD
Qualitative GoalResult HighlightsRating(2)
Protect and enhance
our reputation
●As Citi President, Mr. Forese continues to provide prominent and clear messaging across the company around the firm’s culture of ethics and conduct.
●Control metrics generally improved year-over-year across ICG. Many outstanding regulatory issues were resolved, while others remain as focus areas.
●Led by Mr. Forese, ICG demonstrated improvement in key diversity metrics and ethical culture scores and implemented new approaches to entry-level hiring that have already increased diversity.
3

Develop client-
relevant value
propositions

●Earnings in three priority areas – equities, investor services, and treasury and trade solutions – exceeded 2017 results and the 2018 business plan. Private bank revenues continued to grow.
●Led by Mr. Forese, ICG continued to enhance controls while simplifying client-facing processes.
2

Produce extraordinary
client experiences

●ICG greatly simplified and streamlined the client onboarding experience through use of technology in multiple areas, including trading platforms.
●ICG continued to improve client satisfaction significantly, as measured in objective surveys.
1

Deliver our financial
commitments

●Although ICG 2018 financial results fell short of its business plan, ICG’s underlying results in 2018 showed solid growth over 2017 levels. Led by Mr. Forese, ICG productivity improvements exceeded targets.

 2


(1)Citigroup Return on Tangible Common Equity and Citigroup Return on Assets exclude the impact of Tax Reform in 2018. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)Explanations of the colors and ratings used in the scorecards appear on page 81.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION89

SIZE AND SCOPE OF ROLE
●

As President of Citi, Mr. Forese leads enterprise-wide initiatives, including those designed to improve Citi’s execution of its business strategy and efforts to shape Citi’s culture through our common mission and value proposition statements.

●

Mr. Forese is also CEO of ICG, which provides corporate, institutional, public sector, and high-net-worth clients around the world with a full range of wholesale banking products and services, including fixed income and equity sales and trading, foreign exchange, prime brokerage, derivative services, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance, and securities services.

●

ICG’s international presence is supported by trading floors in approximately 80 countries and a proprietary network in 98 countries and jurisdictions. At December 31, 2018, ICG had approximately $1.4 trillion of assets and $690 billion of deposits, while two of its businesses, securities services and issuer services, managed approximately $17.5 trillion of assets under custody.


COMMITTEE’S PAY RATIONALE
Scorecard Assessment Summary
●

Company-wide financial results reflected solid progress toward improving Citi’s profitability and returns, including return on tangible common equity, in a more challenging revenue environment. Citi attained the targets set at the beginning of 2018 and demonstrated improved operating performance over 2017. ICG had solid revenue growth across treasury and trade solutions, private bank, securities services, equity markets, and corporate lending, partially offset by weakness in fixed income as well as softness in equity and debt underwriting.

●

The Compensation Committee considered Mr. Forese’s notable 2018 qualitative goal achievements, including the success of investments in targeted ICG businesses.


Linking Performance to Compensation
●

Company business performance at or above targets and ICG business performance above or near targets combined with Mr. Forese’s strong performance against qualitative goals resulted in an overall scorecard rating of 2.635, which points toward compensation within the range of market median for Mr. Forese’s role as CEO of ICG. The overall scorecard rating was determined by averaging the quantitative goal ratings and weighting the result 70%, averaging the qualitative goal ratings and weighting the result 30%, then adding the two amounts ([2.8 x 0.7] + [2.25 x 0.3] = 2.635).


Final Award
●

The Compensation Committee awarded Mr. Forese $20 million in annual compensation for 2018, the same as his 2017 annual compensation of $20 million. Mr. Forese’s 2018 compensation was within the range of market median for his ICG role considering compensation at U.S.-based global banks, consistent with the results produced by our executive compensation Framework. In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the executive compensation Framework, which reflect market levels of compensation, ICG’s 2018 business performance, and Mr. Forese’s qualitative results.

www.citigroup.com

Table of Contents

90PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

Global Consumer Banking CEO Scorecard and Pay Explanation

Stephen Bird became CEO of Global Consumer Banking (GCB) in June 2015. Previously, Mr. Bird was CEO of Citi’s Asia Pacific region, responsible for Citi’s business lines across the region. He joined Citi in 1998 and has held regional executive roles in Operations & Technology as well as business executive roles in GCB.

QUANTITATIVE SCORECARD
Mr. Bird’s performance on most quantitative metrics was evaluated on the basis of both company-wide and GCB results, consistent with his roles as an executive officer of Citi and as CEO of GCB.

Category     Quantitative Goal (Glossary on Page 127)     2018 Result(1)(2)     Rating(2)
ProfitabilityCitigroup Income from Continuing Operations Before Taxes$23.4billion4
GCB Income from Continuing Operations Before Taxes$7.6billion
Expense ManagementCitigroup Efficiency Ratio57.4%4
GCB Efficiency Ratio55.0%
Use of CapitalCitigroup Return on Tangible Common Equity10.9%4
GCB Return on Tangible Common Equity16.4%
Citigroup Return on Assets0.93%4
GCB Return on Assets1.36%
RiskGCB Risk Appetite Ratio173%2
GCB Risk Appetite Surplus$3.46billion

QUALITATIVE SCORECARD
Qualitative GoalResult HighlightsRating(2)

Protect and enhance
our reputation

●Control metrics generally improved year-over-year across GCB, and many outstanding regulatory issues were resolved.
●Led by Mr. Bird, GCB demonstrated improvement in key diversity metrics and ethical culture scores.
●Mr. Bird demonstrated leadership in revising his organizational structure, and the changes are already resulting in improved business performance.
3

Develop client-
relevant value
propositions

●GCB delivered solid performance on its strategic mobile initiatives, with digital and mobile usage above 2018 targets.
●In 2018, investments in Citibanamex resulted in significant progress toward 2020 targets.
2

Produce extraordinary
client experiences

●Key digital user metrics improved substantially year-over-year, and we are winning industry awards for exceptional digital and mobile experiences.
●The GCB client experience is rapidly improving, as indicated by client survey results.
2

Deliver our financial
commitments

●Led by Mr. Bird, GCB financial performance for 2018 generally showed improvement over 2017 and was near its business plan.

3


(1)Citigroup Return on Tangible Common Equity and Citigroup Return on Assets exclude the impact of Tax Reform in 2018. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)Explanations of the colors and ratings used in the scorecards appear on page 81.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION91

SIZE AND SCOPE OF ROLE
●

As CEO of GCB, Mr. Bird’s global responsibilities include all consumer and commercial banking businesses in 19 countries and jurisdictions.

●

GCB provides traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. GCB is focused on its priority markets in the U.S., Mexico, and Asia with 2,410 branches as of December 31, 2018. At December 31, 2018, GCB had approximately $432 billion of assets and $308 billion of deposits.

➢

At December 31, 2018, North America GCB had 689 retail bank branches, approximately 9.1 million retail banking customer accounts, $56.8 billion in retail banking loans, and $181.2 billion in deposits. In addition, North America GCB had approximately 121 million Citi-branded and Citi retail services card accounts with $144.5 billion in outstanding loan balances.

➢

At December 31, 2018, Latin America GCB had 1,463 retail branches in Mexico, approximately 29.4 million retail banking customer accounts, $19.7 billion in retail banking loans, and $27.7 billion in deposits. In addition, Latin America GCB had approximately 5.6 million Citi-branded card accounts with $5.7 billion in outstanding loan balances.

➢

At December 31, 2018, Asia GCB had 258 retail branches, approximately 16.0 million retail banking customer accounts, $69.2 billion in retail banking loans, and $99.2 billion in deposits. In addition, Asia GCB had approximately 15.3 million Citi-branded card accounts with $19.3 billion in outstanding loan balances.


COMMITTEE’S PAY RATIONALE
Scorecard Assessment Summary
●

Company-wide financial results reflected solid progress toward improving Citi’s profitability and returns, including return on tangible common equity, in a more challenging revenue environment. Citi attained the targets set at the beginning of 2018 and demonstrated improved operating performance over 2017. GCB reported revenue growth in all regions, reflecting continued loan and overall deposit growth, partially offset by the near-term impact of weak market sentiment on Asia wealth management revenues, as well as the impact from partnership renewal terms that went into effect in 2018 in Citi-branded cards in North America GCB.

●

The Compensation Committee considered Mr. Bird’s notable 2018 qualitative goal achievements, such as the gains in the digital space, along with key achievements in important markets.


Linking Performance to Compensation
●

Company performance at or above targets and GCB business performance generally near targets plus Mr. Bird’s strong performance against qualitative goals resulted in an overall scorecard rating of 3.27, which points toward compensation within the range of market median for Mr. Bird’s role. The overall scorecard rating was determined by averaging the quantitative goal ratings and weighting the result 70%, averaging the qualitative goal ratings and weighting the result 30%, then adding the two amounts ([3.6 x 0.7] + [2.5 x 0.3] = 3.27).


Final Award
●

The Compensation Committee awarded Mr. Bird $11.5 million in 2018 annual compensation, a 9.5% increase over his 2017 pay of $10.5 million, in recognition of a gap to market levels of compensation for similar roles at U.S.-based global banks as well as Mr. Bird’s performance. Mr. Bird’s 2018 compensation was within the range of market median for his role considering compensation at U.S.-based global banks, consistent with the results produced by our executive compensation Framework. In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the executive compensation Framework, which reflect market levels of compensation, GCB’s 2018 business performance, and Mr. Bird’s qualitative results.

www.citigroup.com

Table of Contents

92PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

Latin America CEO Scorecard and Pay Explanation

In June 2015, Jane Fraser became CEO of Citi’s Latin America (LatAm) region. Previously, she was CEO of Citi’s U.S. Consumer and Commercial Banking and CitiMortgage. From 2009 to 2013, Ms. Fraser served as CEO of Citi’s Private Bank, and before then, she held key strategy roles. She joined Citi in 2004.

QUANTITATIVE SCORECARD
Ms. Fraser’s performance on most quantitative metrics was evaluated on the basis of both company-wide and LatAm results, consistent with her roles as an executive officer of Citi and as CEO of LatAm.

Category     Quantitative Goal (Glossary on Page 127)     2018 Result(1)(2)     Rating(2)
ProfitabilityCitigroup Income from Continuing Operations Before Taxes$23.4billion2
LatAm Income from Continuing Operations Before Taxes$3.8billion
Expense ManagementCitigroup Efficiency Ratio57.4%2
LatAm Efficiency Ratio49.4%
Use of CapitalCitigroup Return on Tangible Common Equity10.9%1
LatAm Return on Tangible Common Equity23.3%
Citigroup Return on Assets0.93%1
LatAm Return on Assets2.23%
RiskLatAm Risk Appetite Ratio305%2
LatAm Risk Appetite Surplus$2.78billion

QUALITATIVE SCORECARD
Qualitative GoalResult HighlightsRating(2)

Protect and enhance
our reputation

●Control metrics generally improved year-over-year across the LatAm region, and many outstanding regulatory issues were resolved.
●The control and governance environment has strengthened considerably under Ms. Fraser’s stewardship, as we continue to focus on further improvements.
●Led by Ms. Fraser, the LatAm region demonstrated improvement in key diversity metrics and ethical culture scores.
3

Develop client-
relevant value
propositions

●Citi continued to execute on its investment plan for Citibanamex (totaling more than $1 billion through 2020). Ms. Fraser is leading the transformation of Citi’s consumer banking platform in Mexico, which demonstrated significant progress in 2018.
●In 2018, Citibanamex made progress toward a market leadership position through development of new strategic business combinations and partnerships.
2

Produce extraordinary
client experiences

●Under Ms. Fraser’s leadership, digital and mobile users in Mexico have increased significantly.
●Targeted businesses in LatAm ICG improved wallet share and revenues compared to 2017, while the region’s operating efficiency improved year-over-year.
2

Deliver our financial
commitments

●Overall the region delivered results that exceeded the business plan in addition to demonstrating year-over-year improvement in financial results.
1

(1)Citigroup Return on Tangible Common Equity and Citigroup Return on Assets exclude the impact of Tax Reform in 2018. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)Explanations of the colors and ratings used in the scorecards appear on page 81.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION93

SIZE AND SCOPE OF ROLE
●

The CEO of LatAm is responsible for LatAm GCB in Mexico and ICG’s businesses in the 23 countries and jurisdictions where Citi is present in this region.

●

LatAm GCB provides traditional retail banking, including commercial banking, and its Citi-branded cards products to retail customers and small to mid-sized businesses in Mexico through Citibanamex, one of Mexico’s largest banks. At December 31, 2018, LatAm GCB had 1,463 retail branches in Mexico, with approximately 29.4 million retail banking customer accounts, $19.7 billion in retail banking loans, and $27.7 billion in deposits.

●

In addition, LatAm GCB had approximately 5.6 million Citi-branded card accounts with $5.7 billion in outstanding loan balances at December 31, 2018.

●

LatAm ICG has a long-standing institutional presence in the region and leverages Citi’s global network, digital capabilities, and deep local market expertise. In 2018, LatAm ICG had $4.5 billion in revenue.


COMMITTEE’S PAY RATIONALE
Scorecard Assessment Summary
●

Company-wide financial results reflected solid progress toward improving Citi’s profitability and returns, including return on tangible common equity, in a more challenging revenue environment. Citi attained the targets set at the beginning of 2018 and demonstrated improved operating performance over 2017. The LatAm region performed well, with financial performance above or in line with targets.

●

The Compensation Committee considered Ms. Fraser’s notable 2018 qualitative goal achievements, including the success of new client initiatives in the region.


Linking Performance to Compensation
●

Company performance at or above targets and LatAm business performance above targets combined with Ms. Fraser’s strong performance against qualitative goals resulted in an overall scorecard rating of 1.72, which points toward compensation above market median for Ms. Fraser’s role. The overall scorecard rating was determined by averaging the quantitative goal ratings and weighting the result 70%, averaging the qualitative goal ratings and weighting the result 30%, then adding the two amounts ([1.6 x 0.7] + [2.0 x 0.3] = 1.72).


Final Award
●

The Compensation Committee awarded Ms. Fraser $9.25 million in 2018 annual compensation, a 9% increase over her 2017 annual compensation of $8.5 million. Ms. Fraser’s 2018 compensation was within the range of market median for her role, considering compensation at U.S.-based global banks. In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the executive compensation Framework, focusing on the overall performance of Citi while recognizing the strong performance of the LatAm region and Ms. Fraser’s qualitative results.

www.citigroup.com

Table of Contents

94PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

Long-Term Incentives

Performance Share Units

Thirty-five percent of CEO variable pay and 30% of other named executive officer variable pay are awarded as Performance Share Units, which represent half of Citi’s long-term incentive awards for these executives. The performance target levels for this year’s awards were updated, but there were no other changes to the terms of the Performance Share Units as compared to last year.

AWARD FEATURE     PERFORMANCE YEAR 2018 PSU DESCRIPTION
Performance PeriodJanuary 1, 2019 through December 31, 2021
Target Number
of PSUs		Portion of total incentive award allocated to PSU program divided by the average of the closing prices of Citi common stock for the five trading days immediately preceding the February 14, 2019 grant date ($62.428)
Performance Metrics
and Targets		RoTCE for 2021Cumulative EPS over 2019-2021

RoTCE is net income (less preferred dividends) divided by average tangible common equity for the year.

Half of units earned on RoTCE performance based on the following performance grid:

Cumulative EPS is determined by adding the diluted earnings per share based on net income allocated to common stockholders from our quarterly earnings reports for the 12 quarters ending in 2019 through 2021.

Half of units earned on cumulative EPS based on the following performance grid:

RoTCE for 2021Percent of Target
PSUs Earned		Cumulative EPS,
2019-2021		Percent of Target
PSUs Earned
Less than 10%0%Less than $22.500%
10%50%$22.5050%
14%100%$26.25100%
16% or more150%$29.00 or more150%

Performance between the thresholds in the table will be determined by straight-line interpolation to avoid encouraging imprudent risk-taking through artificial cliffs in the design of the PSUs.

Example: If Citi has RoTCE for 2021 of 14% and cumulative EPS of $22.50 over the performance period, the executives will receive 75% of the target PSUs, which assigns equal weight to performance against the RoTCE metric (100% performance) and the cumulative EPS metric (50% performance).

Rationale for
Performance Metrics
and Target Levels		The rationale for our performance metrics and target levels appears on pages 78-79.
Award DeliveryAfter the end of the performance period, the number of earned PSUs will be multiplied by the average Citi common stock price over the 20 trading days preceding the final vesting date, and the resulting value will be paid in cash. This practice links the payout to changes in the price of Citi common stock while limiting stockholder dilution.
TSR FactorThe number of PSUs that may be earned is capped at 100% of target if Citi’s total shareholder return is negative over the three-year performance period, regardless of the outcome of the performance metrics.
Dividend EquivalentsDividend equivalents will be accrued and paid on the number of earned PSUs after the end of the performance period; dividend equivalents on PSUs that are not earned will be forfeited.
ClawbacksSubject to clawbacks in a range of circumstances, including misconduct and failure to supervise others.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION95

Deferred Stock Awards

Thirty-five percent of CEO variable pay and 30% of other named executive officer variable pay are awarded as Deferred Stock Awards, which represent half of Citi’s long-term incentive awards for these executives. There have been no changes to the termstheir endorsement of our Deferred Stock Awards since 2013.executive compensation program, which resulted in an 86.6% favorable say on pay vote at our 2021 Annual Meeting.

AWARD FEATURE     DEFERRED STOCK AWARD (DSA) DESCRIPTION

Vesting Period

Vests 25% each year over a four-year period

Number of Shares

Portion of total incentive award allocated to DSAs divided by the average of the closing prices of Citi common stock for the five trading days immediately preceding the February 14, 2019 grant date ($62.428)

Performance-Based Vesting Condition

If Citigroup has pretax losses in any year of the deferral period, the portion of the DSA that is scheduled to vest in the year following the loss year will be reduced by a fraction:

the amount of the pretax loss
the highest level of annual pretax profit for Citigroup in the three years
immediately preceding the loss year

If that fraction would result in a cancellation of 20% or less of the shares, the shares scheduled to vest will be reduced by 20% (i.e., there is a minimum cancellation level in the event of pretax losses).
●This provision cannot result in an increase in award value; the feature can only result in the cancellation of unvested shares.

Example

This example shows how the portion of a DSA granted in February 2019 of 20,000 shares that is scheduled to vest in January 2020 — 5,000 shares — would be affected, assuming the following pretax profit (loss) history for Citigroup.

Pretax profit (loss) for Citigroup (in millions)
Scheduled vesting date2019201820172016
January 2020($500)$23,445$22,761$21,477

The profit amounts for 2016, 2017, and 2018 in the example are derived from current publicly reported financial information. The pretax loss amount for 2019 in the example is a hypothetical assumption for illustrative purposes only.

The reduction produced by the formula (500 divided by 23,445) is 2.13%. Due to the minimum cancellation level, 20% of shares scheduled to vest in January 2020 would be cancelled. Therefore, 1,000 shares of the 5,000 that were scheduled to vest would be cancelled (1,000 = 20% of 5,000).

Dividend Equivalents

Dividend equivalents will be accrued and paid on vested shares after the end of the vesting period; dividend equivalents on DSAs that are not earned will be forfeited.

Clawbacks

Subject to clawbacks.


Additional Compensation Practices

RiskRisk- and Citi’s IncentiveControl-Related Aspects of our Compensation ProgramsProgram

Our compensation programs are designed in accordance with our responsibility to assume only risks that are prudent and well-understood and to effectively manage those risks to protect the franchise. Our programs have the following important elements:

●

Our Compensation Philosophyrequires us to consider risk management when making discretionary incentive compensation awards. Our Compensation Philosophy is available on our public website.

(continued on next page)reinforce and are aligned with our risk governance framework.

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

96PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION87

IMPACT ON INCENTIVE AWARD AMOUNTS

Our Compensation Philosophy requires us to consider risk management when making discretionary incentive compensation awards. We adjust the amount of compensation upwards to recognize exemplary behaviors and downwards to disincentivize employees from taking inappropriate risks. Our incentive compensation awards have the following important elements:

●

The Chief Risk Officer reports at least twice annually to the Compensation Committeeon risk levels and trends across Citi, as well as incentive compensation frameworks at the senior executive level and throughout Citi. The Chief Risk Officer has reviewed ourOur executive compensation Framework to help ensure that compensation is aligned with long-term performance in a manner that does not encourage imprudent or excessive risk-taking.

●

Citi’s executive compensation Framework explicitlyframework takes risk and implicitly adjusts incentive awards for risk. Citi’s executive compensation Framework takes riskcontrol management into account in a number ofseveral ways, including:

➢●

Usingusing financial metrics intended to assessthat reflect risk levels as an element of each executive’s quantitative goals;

financial goals
➢●

Evaluatingevaluating risk management performance, including effectiveness of the control environment, as part of the qualitative goals; and

performance assessment
➢●

Takingproviding for forfeiture of the deferred portion of incentive awards based on adverse risk outcomes into account when determining incentive compensation.

●

An assessment of risk management behaviors is taken into account in determining individual incentive awards.For individual coveredWe systematically identify employees (several hundred of the most senior employees at Citi), Citi has established an annual control function review process in which reviewers from the control functions provide an evaluation of each covered employee’s risk behaviors. The control functions are Finance, Independent Compliance Risk Management, Internal Audit, Legal, and Risk Management. The process is designed to evaluate current behavior and attitudes toward risk. The rating from the control function review process informs and influences the covered employee’s performance review conducted by the employee’s manager, and the results of the process are reported to the Compensation Committee. We believe this process has improved awareness of the importance of risk management behaviors and has resulted in the strengthening of Citi’s risk culture. The named executive officers other than Mr. Corbat were evaluated on risk behaviors by Citi’s control functions through this annual control function review process, and Mr. Corbat was assessed on risk behaviors by the Compensation Committee with input from the control functions. These reviews resulted in positive ratingswho, individually or assessments on risk behaviors for the named executive officers. The positive ratings were not determinative of the size of the annual incentive awards for 2018, as a positive rating on risk behaviors is an expected element of job performance in all covered employee roles. A negative risk rating on risk behaviors would have resulted in the reduction or elimination of incentive compensation awarded for 2018.

Citi’s control functions provide direct feedback on a senior manager’s risk behaviors as part of a group, have authorities or responsibilities that may subject the annual performance assessment process.
●

Annual incentive awardsfirm to covered employees, including the named executive officers, have design features intended to discourage imprudent or excessive risk-taking.material risks. Through a systematic annual process, Citi identifieswe identify the inherent material risks to the firm and then identifiesidentify employees with influence over those risksrisks. We refer to those employees as covered“covered employees.” The compensation structure for covered employees, including the named executive officers, includes substantial deferrals and clawbacks intended to cover a range of behaviors. Furthermore, performance-based vesting criteriaThe portion of incentive awards that are a partsubject to deferral increases with the size of all deferred incentive compensation awarded to covered employees.awards.

●

Citi has a strong globalOur executive compensation governance process covering Citi’sensures that risk and control performance is taken into account in evaluating performance for covered employees. Under our process, covered employees can receive adjustments to their incentive awards in amounts ranging from negative 100% to positive 25% of total compensation to reflect their performance assessment for the Risk and Control pillar.

●Regulatory matters are reflected in performance assessments for covered employees and regulatory-related goals are cascaded to other employee performance evaluations as appropriate to the applicable roles throughout Citi.
●Our Chief Risk Officer and Chief Compliance Officer report at least twice annually to the Compensation Committee on risk levels and trends across our businesses and on the design and operation of our incentive compensation plans.program.Citi’s formulaic incentive compensation plans, including its sales incentive plans, provide variable compensation to a broad-based population of employees predominantly in Global Consumer Banking. The plans are administered through a global governance process that is designed to eliminate incentives to engage in illegal or imprudent conduct or take imprudent or excessive risks. As part of this governance process, all of Citi’s incentive compensation plans throughout the world are analyzed through a central risk management model developed and administered by a third-party consultant with input from Citi. Six potential sources of risk are assessed: incentive program design, misalignment with Citi’s strategy and goals, pay opportunity offered by the plan, payout approval process, extent of monitoring as part of plan governance, and risks associated with plan administration. Plans are remediated based on the results of the risk assessment, if appropriate. This global governance model ensures that best practices are communicated and shared throughout Citi.


2021 CHANGES TO OUR COMPENSATION AND SUCCESSION PROCESSES

Citi 2019 Proxy StatementDuring 2021 we adopted a new Risk and Control Behavior Assessment (RCA) process for assessing performance for approximately 450 senior managers across our businesses and functions with significant risk and control responsibility. These assessments are central to ratings for those employees in our Risk and Control pillar. Under the new process, assessments are determined by the rating of their independent risk and control function colleagues in Risk, Internal Audit, Compliance and Legal. We ensured that Risk and Control pillar ratings were consistent with the RCA process and the other internal independent performance inputs, and calibrated the ratings across businesses, business units, and regions. Of the employees included in the RCA process in 2021, approximately 37% received a positive impact to compensation as a result of their work to build a stronger risk and control environment, while approximately 15% received a negative impact for unsatisfactory risk and control behavior and for the rest compensation was not impacted.

In addition, during 2021 we included a Risk and Control evaluation as a key component to assess candidates as successors for our top leadership roles. The Risk and Control evaluation reviews data including stakeholder feedback through the RCA process, employee scorecards, manager feedback and year end performance evaluation on Risk and Control.

www.citigroup.com

Table of Contents

88PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION97

●

Clawbacks applicable to Performance Share Units and Deferred Stock Awards.Citi’s robust clawback policies are applicable to incentive awards to the named executive officers and all other eligible employees. The clawback provisions provide Citi with the right to cancel unvested deferred incentive compensation under a range of adverse outcomes and are summarized in the table below:

CLAWBACK PROVISIONS

We maintain multiple policies, listed below, that apply to incentives awarded to the named executive officers and all other employees eligible for similar awards. The clawback provisions provide us with the right to cancel unpaid deferred incentive compensation and clawback previously paid amounts under a range of adverse outcomes. The following lists the principal triggers.

APPLICABLE
CLAWBACK
POLICY		     POTENTIAL TRIGGER     PERFORMANCE
SHARE UNITS		     DEFERRED
STOCK
AWARDS
GeneralMisconduct or materially imprudent judgment that caused harm to any of Citi’sour business operations, or that resulted or could result in regulatory sanctions, including either failure to supervise employees who engaged in such behavior or failure to escalate such behavior.
Material Adverse OutcomeSignificant responsibility for a Material Adverse Outcome (MAO), which is defined as serious financial or reputational harm to Citi..
CitiAward received based on materially inaccurate publicly reported financial statements.
CitiEmployee knowingly engaged in providing materially inaccurate information relating to publicly reported financial statements.
CitiMaterial violation of any risk limits established or revised by senior management and/or risk management.
CitiGross misconduct.
Sarbanes-OxleyIntentional misconduct or fraud that requires a financial restatement.

At a minimum, CitiIn addition to the clawback provisions described in the table above, to comply with U.K. and E.U. regulatory guidance, additional clawbacks are applicable to Mr. Ybarra’s incentive awards covering various compliance issues.

We will consider whether a Material Adverse Outcome has occurred and potential impact on Performance Share Units if there is an annual pretax loss at any of the following three reportable financial segments: Citigroup (the entire company), Global Consumer Banking, and Institutional Clients Group. Citi will also consider making public disclosures whenever a decision has been made to cancel deferred compensation payable to an executive officer because he or she had significant responsibility for a Material Adverse Outcome or otherwise.

Citi 2022 Proxy Statement

Our Independent Compensation ConsultantTable of Contents

The Board’s compensation consultant does no work for Citi other than advising the Board.PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION89

Decisions

The foregoing sections of our Compensation Discussion and Analysis set forth the 2021 annual compensation of our named executive officers, summarize our performance highlights in the four performance pillars of CART — Financial, Risk and Control, Client and Franchise, and Leadership — during 2021 and outline our compensation philosophy and framework. The following provides further detail concerning the decisions made by the Compensation Committee in respect of 2021 compensation for our named executive officers.

Named Executive Officer Performance Assessments

The summaries that follow describe the assessment of performance during 2021 of each of our named executive officers in each of the four pillars of CART.

For a reconciliation of all adjusted results to reported results, please see Annex A.

Jane Fraser - Chief Executive Officer

Jane Fraser became Citi’s CEO on February 26, 2021. As CEO, Ms. Fraser is responsible for our global business operations.

HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE ASSESSMENT

●Ms. Fraser had a strong first year as CEO.
●Citi’s overall performance has excelled in some areas but continues to lag the competition in some key financial indicators.
●The benchmark compensation amount used as a starting point for Ms. Fraser’s compensation decision was $24,500,000, which the Compensation Committee adjusted down by $2 million to reflect Ms. Fraser’s newness to her role.
●Ms. Fraser’s final compensation amount, $22,500,000, equals the actual tenure-adjusted market benchmark amount based on performance assessments, reflecting:
●An upward adjustment to reflect her performance in the Leadership pillar; and
●A downward adjustment to reflect her performance in the Risk and Control pillar.

Financial2021 Result
Citigroup Income from Continuing Operations Before Taxes$27.469 billion
Citigroup Operating Leverage(1,340)bps
Citigroup Return on Tangible Common Equity13.4%
●For 2021, Citigroup reported net income of $22.0 billion on revenues of $71.9 billion, compared to net income of $11.0 billion on revenues of $75.5 billion for the full year 2020.
●Earnings per share of $10.14 are significantly higher than the prior-year period.
●Absolute and relative returns on investments in our stock for 2021 were disappointing.
●ICG had solid performance compared to peers, with a few areas of relative strength and other areas of relative underperformance and challenges. We continue to make significant investments in talent, and we see a solid pipeline of transactions ahead of us. Parts of Citi’s consumer businesses continued to weather COVID’s disruptive impact on customer behavior. In the U.S., strong sales continued to be offset by elevated payment rates, but we did see seasonal loans increase in Branded Cards. Deposits and AUM continued to grow, with digital deposits up nearly 20% for 2021.

www.citigroup.com

Table of Contents

90Proposal 3: Advisory Vote to Approve OUR 2021 Executive Compensation

Risk and Control
●Throughout 2021, Ms. Fraser made risk and control a top focus and articulated a strategy that Citi’s leaders and employees can understand and for which they can be held accountable. Ms. Fraser has made strategic leadership and organizational changes to further the risk and control goals of the firm’s Transformation. She has taken an active role in rallying the entire bank to drive Citi’s Transformation efforts including our Consent Order remediation plan submissions.
●Overall, Ms. Fraser’s 2021 risk and control metrics reflect progress through: on time remediation, high severity reductions and increased self-identification. However, results need to improve on other key risk and control metrics through the Transformation.
●Ms. Fraser has defined the right strategy to drive her risk and control priorities and has shifted focus to provide leadership and oversight over the execution and holding her management team accountable for delivering.

Client and Franchise

●Ms. Fraser quickly launched Citi’s strategy refresh to reposition Citi for the decade ahead, including the planned divestiture of 13 Asia and EMEA Consumer franchises, the intention to exit the consumer, small business and middle-market banking operations of Citibanamex, the establishment of Global Wealth Management, and funded key investments on primary growth channels.
●Complementing the strategy refresh, Ms. Fraser changed Citi’s organizational and reporting structure to support the future vision.
●Ms. Fraser refined the strategic vision for the firm and the core global franchises in which we need to invest.
●On Ms. Fraser’s first day as CEO, she announced Citi’s commitment to Net Zero by 2050 and worked to finalize the plan throughout 2021. She also established the $1 Trillion Sustainable Finance Goal by 2030 ($500MM Environmental, $500MM Social).
●In her first year as CEO, Ms. Fraser prioritized stakeholder engagement, including 279 client and government meetings and 24 investor meetings.

Leadership

●Ms. Fraser quickly articulated a very compelling strategy to simplify the firm and established her agenda and key priorities.
●Ms. Fraser debuted Citi’s new leadership principles to align the firm on the culture we are building.
●Ms. Fraser has built a strong rapport with her leadership team and done an exceptional job building her relationships with Board members.
●Ms. Fraser committed to stakeholders (internally and externally) to be transparent in communicating decisions as we make them and has done so, establishing a tone of transparency, clear vision, optimism, and authenticity.
●Ms. Fraser has performed well on issues arising from or relating to the pandemic, investments in talent, external leadership stature and employee diversity and job satisfaction.

Citi 2022 Proxy Statement

Table of Contents

Proposal 3: Advisory Vote to Approve OUR 2021 Executive Compensation91

Mark Mason - Chief Financial Officer of Citi

Mark Mason has been CFO of Citi since February 2019. Our CFO is responsible for our financial management, including managing our balance sheet, capital planning and financial reporting processes, as well as playing a central role in our strategic decisions. In addition, Mr. Mason has oversight of Citi Ventures, which includes innovation and our investments in innovative products and services.

HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE ASSESSMENT
●Finance has made progress in addressing historical long-standing issues. Continued inroads are critical to further the Transformation efforts.
●Citi’s overall performance has excelled in some areas, but continues to lag the competition in key financial indicators.
●The benchmark compensation amount used as a starting point for Mr. Mason’s compensation decision was the market benchmark.
●Mr. Mason’s final compensation amount, $12,360,000, reflects:
●A downward adjustment to reflect his performance in the Risk and Control pillar; and
●Upward adjustments to reflect his performance in the Client and Franchise and Leadership pillars.

Financial

2021 Result
Citigroup Income from Continuing Operations Before Taxes$27.469 billion
Citigroup Operating Leverage(1,340)bps
Citigroup Return on Tangible Common Equity13.4%
●For 2021, Citigroup reported net income of $22.0 billion on revenues of $71.9 billion, compared to net income of $11.0 billion on revenues of $75.5 billion for the full year 2020.
●Earnings per share of $10.14 are significantly higher than the prior-year period.
●Absolute and relative returns on investments in our stock for 2021 were disappointing.
●Mr. Mason’s focus on execution strategy, coupled with both strong Markets revenue performance and ACL releases, contributed materially to the favorable elements of our financial performance.

Risk and Control

●Mr. Mason is responsible for managing risk and control within the Finance function. This includes issue management, risk and control deliverables as part of the Consent Order and Transformation as well as building a stable risk and control environment to minimize financial risk exposure.
●Our present-day Finance function reflects an accumulated history of factors that drove complexity. That evolution needs to be addressed and mitigated expeditiously, but at the same time deliberately and with care.
●Mr. Mason has demonstrated personal ownership and accountability for management of risk and control in Finance. However, the overall performance associated with the corresponding metrics needs continued improvement. He has provided significant resources, strong leadership and oversight, and maintains the right tone, attitude, and behaviors to drive accountability across his organization through governance routines and organizational changes.

Client and Franchise

●Under Mr. Mason’s leadership, Finance has played a pivotal role leading the firm through critical priorities including the ongoing pandemic, the various components of the strategy refresh and the firm’s Transformation.
●Throughout the year, Mr. Mason and his team actively enhanced their engagement with stakeholders including our regulators, clients, shareholders and employees.
●Mr. Mason’s oversight of Citi Ventures led to key accomplishments, including employee engagement around innovation topics, more than 200 client meetings in close coordination with ICG, and the launch of Bridge built by Citi, a small business lending marketplace developed in partnership with Citi’s Commercial Bank, and investments in minority-owned banks, and early stage seed investments in businesses that are led or owned by women and minorities and venture capital funding for Black founders.

www.citigroup.com

Table of Contents

92Proposal 3: Advisory Vote to Approve OUR 2021 Executive Compensation

Leadership
●Mr. Mason displayed strong leadership this year in his efforts to support Citi’s Transformation, strategic refresh, and firm resourcing.
●Mr. Mason demonstrated that he is a diligent and focused leader. He has worked to strengthen the Finance function by bringing in new and diverse external and internal talent both at his leadership table and beyond, improve the culture within the function and focus on collaboration and other key initiatives. These efforts should continue as part of our broader Transformation.
●Mr. Mason’s excellent leadership managing certain stockholder relationships allowed us to gain valuable insight to help guide our strategy.

Paco Ybarra - Chief Executive Officer of Institutional Clients Group

Paco Ybarra is CEO of the ICG. He assumed his current position in May 2019. ICG provides corporate, institutional, public sector, and high-net-worth clients around the world with a full range of wholesale banking products and services.

HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE ASSESSMENT
●ICG delivered on financial goals and positioned itself for further financial success.
●While ICG made progress with respect to management of risk and controls, there is more to be done.
●The benchmark compensation amount used as a starting point for Mr. Ybarra’s compensation decision was the market benchmark.
●Mr. Ybarra’s final compensation amount, $20,988,750, reflects:
➢A downward adjustment to reflect his performance in the Risk and Control pillar; and
➢Upward adjustments to reflect his performance in the Financial and Client and Franchise pillars.

Financial





2021 Result
Citigroup Income from Continuing Operations Before Taxes$27.469 billion
ICG Income from Continuing Operations Before Taxes$20.287 billion
Citigroup Operating Leverage(1,340)bps
ICG Operating Leverage(1,037)bps
Citigroup Return on Tangible Common Equity13.4%
ICG Return on Tangible Common Equity16.8%
●Under Mr. Ybarra’s leadership, in 2021 ICG delivered on financial goals and maintained financial responsibility and efficiency, which was particularly notable given the continued strains and unexpected challenges during the year from the pandemic. ICG had solid performance compared to peers, with a few areas of relative strength and other areas of relative underperformance and challenges.
●ICG’s results benefited from a favorable credit environment that led to an unwinding of reserves and strong revenue performance by the Banking, Capital Markets and Advisory unit and Equities.
●Absolute and relative returns on investments in our stock for 2021 were disappointing.

Risk and Control

●Mr. Ybarra’s risk and control responsibilities include strengthening ICG’s control environment with proactive management of risks and issues, providing leadership and oversight over Citi’s regulatory commitments and Transformation Program for ICG, and managing ICG’s risk-taking during challenging market conditions related to geopolitics and the pandemic. Mr. Ybarra is focused on both the historic and the current risk, controls, compliance, and infrastructure issues facing the ICG and led with urgency on this front in 2021, but there is more work to do.
●Efforts around enhancing ICG’s controls have been evident in the year-over-year advances in most of the scorecard metrics.
●Mr. Ybarra has evolved and strengthened his team, which is investing in technology and oversight improvements, particularly credit and liquidity risk management, as well as operations and settlement processes and controls to address manual processing, data integrity and reporting risk.

Citi 2022 Proxy Statement

Table of Contents

Proposal 3: Advisory Vote to Approve OUR 2021 Executive Compensation93

Client and Franchise
●In 2021, Mr. Ybarra led the ICG business to a solid year in terms of progress in our client and franchise performance, evidenced in overall positive results on the market share and sales scorecard metrics.
●Mr. Ybarra’s work was recognized externally, as Citi was ranked #1 in client satisfaction in addressing clients’ needs during the COVID-19 Pandemic in an important survey.
●Mr. Ybarra met or exceeded all his goals related to digitalization.
●Mr. Ybarra positioned the ICG business to continue advancing in regard to key business priorities, and is delivering action plans behind each of the ICG focus areas for the strategy in 2022, and strengthening underlying returns.

Leadership

●In 2021, Mr. Ybarra demonstrated thoughtful leadership during a time of increased uncertainty, not only concerning the ICG, but also in respect of the firm as a whole. He showed his care for the health and safety of our colleagues as he managed through the increasingly difficult geopolitical consequences related to the pandemic. He was successful in filling several important open roles and improving the ICG Voice of the Employee scores across all indexes.
●Mr. Ybarra was successful in leading ICG to generally meet or exceed its diversity and representation goals. He contributed to creating an inclusive and diverse culture within ICG by co-leading the LGBTQ Affinity Group, leading a mentoring circle of Black Managing Directors, and setting goals for women and Black talent pipelines at the Analyst level.

Peter Babej - Chief Executive Officer of Citi Asia Pacific

Peter Babej is CEO of Citi Asia Pacific (APAC), responsible for all businesses in the 17 countries and jurisdictions where Citi is present.

HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE ASSESSMENT
●Mr. Babej delivered strong leadership in executing Citi’s strategy refresh in Asia while maintaining the franchise and driving risk and control performance.
●He helped to build positive momentum across the region in relation to client engagement, which will be critical to the strength of the ICG business as the strategic refresh implementation continues.
●The benchmark compensation amount used as a starting point for Mr. Babej’s compensation decision was the market benchmark.
●Mr. Babej’s final compensation amount, $10,500,000, reflects:
➢Upward adjustments to reflect his performance in the Risk and Control, Client and Franchise, and Leadership pillars.

Financial

2021 Result
Citigroup Income from Continuing Operations Before Taxes$27.469 billion
Citigroup Operating Leverage(1,340)bps
Citigroup Return on Tangible Common Equity13.4%

●Mr. Babej is responsible for the overall financial performance of the APAC region. This includes delivering against plan on revenue, expenses, and cost-of-credit line items in the P&L, as well as the overall Balance Sheet and resulting returns.
●In 2021, he was also accountable for two key drivers of Citi’s longer-term financial success: our strategy refresh in Asia and execution of Win in Wealth in Asia.
●While key financial results were mixed, they were substantially affected by the drag on revenues caused by the interest rate environment and the pandemic, as well as by our strategy refresh in Asia, and there is positive momentum across the region in relation to client engagement.
●Absolute and relative returns on investments in our stock for 2021 were disappointing.

www.citigroup.com

Table of Contents

94PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

Risk and Control
●Mr. Babej has been a strong leader regarding risk and control across Citi, setting an appropriate tone from the top and placing an emphasis on building a culture of risk, controls and compliance. He has focused on building effective working relationships with regulators across the region.
●Mr. Babej has focused the businesses and functions on remediation activities in support of our Transformation efforts.
●Mr. Babej actively led Citi’s efforts to create a culture of accountability, follow-up and appropriate escalation by sponsoring new initiatives that focus on our control environment and engaging in consistent and constructive dialogue with regulators.
Client and Franchise
●Mr. Babej led Citi APAC through times filled with uncertainty and unrest, including increased China-Taiwan political tensions, the evolving Hong Kong market and the ongoing pandemic and lockdowns. Despite these challenges, Mr. Babej was able to make strides in key areas of growth within the franchise.
●Overall, with respect to market share and sales, Mr. Babej had mostly positive results.
●Mr. Babej actively engages with clients and partners, implemented a more coordinated and client-centric approach to delivering the franchise and delivered increased customer satisfaction by emphasizing a client-centric culture and strategy.
Leadership
●Mr. Babej displayed great leadership in managing the execution of our strategic refresh in Asia consumer banking. He engaged with key stakeholders and facilitated frequent conversations with potential buyers while collaborating with key partners on planning.
●Mr. Babej also continued to demonstrate strong leadership capabilities through his effective crisis management. He maintained a macro-level management focus and prioritized our key strategic priorities in the region.
●Mr. Babej placed a strong focus in 2021 on developing talent in the region and on succession planning, including by adding new talent from outside of APAC.

Ernesto Torres Cantú - Chief Executive Officer of Latin America

Ernesto Torres Cantú is CEO of Citi Latin America, responsible for all businesses in the 20 countries where Citi is present in the region.

HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE ASSESSMENT
●Mr. Torres Cantú delivered strong leadership in formulating Citi’s strategy refresh approach in Mexico.
●He and his team executed on several important initiatives to drive results and position Citi for future growth, while achieving solid results in risk and control management.
●The benchmark compensation amount used as a starting point for Mr. Torres Cantú’s compensation decision was the market benchmark.
●Mr. Torres Cantú’s final compensation amount, $11,100,000, reflects:
➢Upward adjustments to reflect his performance in each of the four pillars.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION95

Financial2021 Result
Citigroup Income from Continuing Operations Before Taxes$27.469 billion
Citigroup Operating Leverage(1,340)bps
Citigroup Return on Tangible Common Equity13.4%
●Mr. Torres Cantú and his team executed on several important initiatives to drive results and position Citi for future growth.
●Financial metrics in the region were generally positive, driven by progress both on the revenue and expense side.
●Strong cost of credit performance (driven by near record lows in net credit losses) and ACL releases led to a significant increase in earnings, generating year-over-year growth of 99%.
●Absolute and relative returns on investments in our stock for 2021 were disappointing.
Risk and Control
●Overall, Mr. Torres Cantú achieved solid results in risk and control management during 2021, evidenced by the region’s mostly positive risk and control scorecard metrics. His rigor and discipline was reflected throughout the region.
●Mr. Torres Cantú is setting an appropriate tone from the top. He has established a very rigorous discipline to manage risk and control across the region. He ensures that risk and control matters are discussed in all monthly business reviews with cluster and product heads to constantly identify concerns and ensure that open issues are promptly managed.
●Mr. Torres Cantú embedded among his leadership team a culture of ownership and accountability. He required all Regional Product/Function/Cluster Heads to track metrics on a monthly basis to identify areas of focus and matters requiring attention. He becomes personally involved when necessary.
Client and Franchise
●Mr. Torres Cantú has proven to be a strong leader who values partnership across the Executive Management Team and collaborates across the businesses, which has led to positive interactions with clients. He led the LatAm region through an incredibly volatile year, impacted by the pandemic, and cemented himself as a key voice across the Executive Management Team.
●As a result of Mr. Torres Cantú’s efforts, LatAm saw strong growth across digital narratives and new disruptors and a robust pipeline of new potential clients. LatAm also performed well in market share, sales and consumer payments and lending, although not all scorecard goals were achieved.
Leadership
●Mr. Torres Cantú led both strategic discussions and tactical planning sessions relating to our strategic refresh in Mexico. He impressively brought together a wide set of partners and experts to drive to a productive decision. His detail orientation and emphasis on relationships with stakeholders were keys to the success of the initiative’s announcement.
●Mr. Torres Cantú launched our Critical Business Services Simplification program, which is  now an enterprise-wide program. His leadership in the rollout of this program was a key highlight for Mr. Torres Cantú for 2021.
●Mr. Torres Cantú played a leadership role in key diversity and representation efforts.

www.citigroup.com

Table of Contents

96PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

Performance Share Units

Under the general structure of our annual executive compensation program, 50% of CEO variable pay and 30% of other named executive officer variable pay is awarded as PSUs.

2021 PSU AWARD DESIGN

The following summarizes the terms of PSUs awarded by us in 2022 in respect of performance during 2021. The performance metrics approved for the 2021 PSUs, which cover the period January 1, 2022 through December 31, 2024, are the same as the 2020 metrics. However, in support of the continuous progress we expect from management in improving financial results, the target performance goals are set at higher levels.

AWARD FEATUREPERFORMANCE YEAR 2021 PSU DESCRIPTION
Performance PeriodJanuary 1, 2022 through December 31, 2024
Target Number
of PSUs		     Target is derived from the portion of total incentive award allocated to PSU program divided by the average of the closing prices of our common stock for the five trading days immediately preceding the February 10, 2022 grant date ($66.532).
Performance Metrics
and Targets		Average RoTCE for 2022-2024Cumulative TBVPS for 2022-2024
RoTCE for each year is net income (less preferred dividends) divided by average tangible common equity for the year.
 		Cumulative tangible book value per share (TBVPS) is determined by adding the TBVPS as of December 31, 2022, 2023 and 2024.
Half of units are earned based on RoTCE performance in accordance with the following performance grid:Half of units are earned based on cumulative TBVPS based on the following performance grid:
Average RoTCEPercent of Target
PSUs Earned		Cumulative TBVPS,
2022-24		Percent of Target
PSUs Earned
Less than 5.0%
5.0% to less
than 10.0%		0%
From 0% to 150%,
depending on
performance relative
to peers		Less than $225.00
$225.00		0%
50%
10.0% to less
than 11.0%		Greater of
(i) interpolation from
100% to 150% and
(ii) earned percentage
based on performance
relative to peers		$255.00 to less than
$265.00		100%
11.0% or more150%$275.00 or more150%
For RoTCE, performance relative to peers is determined as follows: (i) zero to 100% PSUs earned for relative performance in the bottom half of the peer group, (ii) 100% to 150% PSUs earned for relative performance between the 50th and 75th percentile of the peer group and (iii) 150% PSUs earned for relative performance at or above the 75th percentile of the peer group. For this purpose, the peer group consists of Bank of America, Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, UBS, and Wells Fargo.
For each metric, performance between fixed outcomes described above is determined by straight-line interpolation. The design avoids encouraging imprudent risk-taking through artificial cliffs in the design of the PSUs.
Award DeliveryAfter the end of the performance period, the number of earned PSUs will be multiplied by the average of our common stock price over the 20 trading days preceding the final vesting date, and the resulting value will be paid in cash. This practice links the payout to changes in the price of our common stock while limiting stockholder dilution.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION97

TSR FactorThe number of PSUs that may be earned is capped at 100% of target if our total shareholder return is negative over the three-year performance period, regardless of the outcome of the performance metrics.
Dividend EquivalentsDividend equivalents will be accrued and paid on the number of earned PSUs after the end of the performance period; dividend equivalents on PSUs that are not earned will be forfeited.
ClawbacksPSUs are subject to clawbacks.

PERFORMANCE SHARE UNIT PAYOUTS

The chart below illustrates the components of the payout amounts for PSUs settled in 2020 through 2022, illustrating the relative impact of stock price change and operational performance metrics. 88% of PSUs awarded in 2019 and settled in 2022 were earned based on performance against operational financial metrics during the performance period. The performance against operational financial metrics during the performance period reflects an equitable adjustment as required under the applicable award agreements for unusual and non-recurring items arising from the execution of Citi’s strategy refresh in Australia and Korea, consisting of a $694 million revenue impact and $1.171 billion expense impact. Since the implementation of our PSU program, the average number of PSUs earned for the six completed cycles is 74.5%.

PSU PAYOUT — AWARDS SETTLED IN 2020–2022

Deferred Stock Awards

Under the general structure of our executive compensation program, 20% of CEO variable pay and 30% of other named executive officer variable pay is awarded as Deferred Stock Awards.

AWARD FEATUREDEFERRED STOCK AWARD DESCRIPTION
Vesting PeriodVests 25% each year over a four-year period(1)
Number of SharesThe number is derived from the portion of total incentive award allocated to Deferred Stock Awards divided by the average of the closing prices of our common stock for the five trading days immediately preceding the February 10, 2022 grant date ($66.532).
Dividend EquivalentsDividend equivalents will be accrued and paid on vested shares after the end of the vesting period; dividend equivalents on Deferred Stock Awards that are not earned will be forfeited.
ClawbacksDeferred Stock Awards are subject to clawbacks.

(1)Mr. Ybarra’s awards vest over a five-year period with a six-month holdback.

www.citigroup.com

Table of Contents

98Proposal 3: Advisory Vote to Approve our 2021 Executive Compensation

Additional Compensation Practices

OUR INDEPENDENT COMPENSATION CONSULTANT

FW Cook has been the Compensation Committee’s independent advisor since 2012. FW Cook provides no services to Citius other than its services to the Board, has no other ties to management that could jeopardize its fully independent status, and has strong internal governance policies that help ensure that it maintains its independence. Representatives of FW Cook attended all Compensation Committee meetings during 2018,2021, including executive sessions as requested, and engaged with Compensation Committee members between meetings. FW Cook advised the Compensation Committee regarding the compensation awarded to the CEO and other executive officers. FW Cook also provided extensive guidance and analysis regarding the Compensation Committee’s and the Board’s responses to Citi’sour advisory say-on-pay votes, offered market insights, and provided advice to the Compensation Committee on Citi’sour executive compensation plan design and the presentation of itsour programs to stockholders.stockholders through the investor outreach process described earlier as well as required SEC disclosures. FW Cook also providedprovides advice to the Board on non-executive director compensation. In 2018, FW Cook was paid fees of $282,428 for advice regarding executive compensation. Pursuant to SEC and NYSE rules, the Compensation Committee assessed the independence of FW Cook most recently in January 20192022 and determined that FW Cook is independent from Citiour management and that its work for the Compensation Committee has not raised any conflicts of interest.

www.citigroup.comTAX DEDUCTIBILITY OF INCENTIVE COMPENSATION

TableSection 162(m) of Contents

98PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

Tax Deductibility of and Limits on Incentive Compensation

Annual incentive awards for 2018 were awardedthe Internal Revenue Code limits our ability to deduct compensation paid to our named executive officers under the 2011 Executive Performance Plan (the EPP). The EPP was originally adoptedfor U.S. federal income tax purposes, generally to preserve the deductibility$1 million per year. Further, once any of incentive compensation paid to the named executive officers that might otherwise not be deductibleour employees is considered a “covered employee” under Section 162(m) of the Internal Revenue Code. However, Tax Reform amended Section 162(m) ofCode, that person will remain a “covered employee” so long as the Internal Revenue Code by removing the exception for qualified performance-basedperson receives compensation and expanding it to cover the CFO, thereby reducing the potential for deductible executive compensation for 2018 and later years. While Citi has sought to preserve deductibility of compensation paid to the named executive officers to the extent permitted by law, Citi has retained the flexibility to provide nondeductible compensation arrangements it believes are necessary to recruit, incentivize, and retain its executives.

Citi does not intend to change its pay-for-performance approach to awarding executive pay even though Tax Reform eliminated the tax benefits of awarding qualified performance-based compensation. Accordingly, the Committee awarded named executive officer incentive compensation for 2018 performance under the EPP and subject to its limits on executive compensation. The EPP specifies a maximum amount that can be awarded to a participant for any year based on Citigroup’s income from continuing operations before income taxes. The amount of annual incentive actually awarded for the year, however, is determined by the Compensation Committee, applying the executive compensation Framework described in this Compensation Discussion and Analysis and subject to the condition that Citi may pay less (but not more) than the maximum. For 2018, the Compensation Committee certified the maximum amount payable under the EPP as $46.8 million per executive (0.2% of Citigroup pretax earnings) and exercised its negative discretion to award lesser amounts under the plan. In addition to this limit on total incentive pay, the EPP limits the annual cash bonus portion of individual executive officer incentive pay to $20 million.Citi.

The Personnel and Compensation Committee Report

The Personnel and Compensation Committee has evaluated the performance of and determined the compensation for the CEO, approved the compensation of executive officers, and approved the compensation structure for other members of senior management and other highly compensated employees. The Personnel and Compensation Committee reviewed and discussed the foregoing Compensation Discussion and Analysis with members of senior management and, based on this review, the Personnel and Compensation Committee recommended to the Board of Directors of Citigroup Inc. that the Compensation Discussion and Analysis be included in Citi’sour Annual Report on Form 10-K and Proxy Statement on Schedule 14A filed with the SEC.

The Personnel and Compensation Committee:

Duncan P. HennesLew W. (Jay) Jacobs, IV (Chair)
John C. Dugan
Lew W. (Jay) Jacobs, IVDuncan P. Hennes
Renée James
Gary M. Reiner
Diana L. Taylor

Dated: March 5, 20199, 2022

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVEOUR 2021 ExECUTIVE COMPENSATION99

20182021 Summary Compensation Table and
Compensation Information

20182021 Summary Compensation Table

The following table shows the compensation for 2018, 2017,2021 and 2016applicable prior years for any person serving as Citi’s CEO, or CFO, during 2018 and Citi’sthe three other most highly compensated executive officers.officers as of December 31, 2021, and Citi’s former CEO. These six individuals are referred to in this Proxy Statement as Citi’s named“named executive officers.”

Name and
Principal
Position(1)		   Year   Salary
($)		   Bonus(3)
($)		   Stock
Awards(4)
($)		   Non-Equity
Incentive Plan
Compensation(5)
($)		   Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings(6)
($)		   All Other
Compensation(7)
($)		   Total
($)
Michael Corbat2018$1,500,000$6,750,000$15,912,666$0$4,548$16,500$24,183,714
       CEO2017$1,500,000$6,450,000$9,831,752$0$3,731$16,200$17,801,683
2016$1,500,000$4,200,000$7,645,356$1,848$4,271$30,283$13,381,758
John Gerspach2018$500,000$4,600,000$6,661,116$0$0$16,500$11,777,616
       CFO(2)2017$500,000$4,200,000$5,116,524$0$79,241$16,200$9,911,965
2016$500,000$3,400,000$4,332,368$1,355$48,949$15,900$8,298,572
James Forese2018$500,000$7,800,000$12,370,644$0$4,151$16,500$20,691,295(8) 
       President,2017$500,000$7,800,000$8,908,771$2,611$1,524$16,200$17,229,106
       Citi; CEO,2016$500,000$5,920,000$7,901,877$1,056,412$4,342$15,900$15,398,531
       Institutional
       Clients Group
Stephen Bird2018$500,000$4,400,000$6,343,920$0$0$16,500$11,260,420
       CEO, Global2017$500,000$4,000,000$5,116,751$1,250$0$3,143,844$12,761,845
       Consumer2016$499,623$3,400,151$3,766,294$509,673$0$5,122,985$13,298,726
       Banking
Jane Fraser2018$500,000$3,500,000$5,075,136$398,854$0$16,500$9,490,490
       CEO, Latin2017$500,000$3,200,000$4,454,386$452,764$0$20,265$8,627,415
       America2016$500,000$2,960,000$3,302,904$895,061$0$18,730$7,676,695
       Region
Name and
Principal
Position(1)		     Year     Salary
($)		     Bonus(2)
($)		     Stock
Awards(3)
($)		     Non-Equity
Incentive Plan
Compensation(4)
($)		     Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(5)
($)		     All Other
Compensation(6)
($)		     Total
($)
Jane Fraser
CEO(7)		2021$1,333,333$6,350,000$11,215,773$1,562,500—$79,718$20,541,324
2020$500,000$6,660,000$7,406,892$1,562,500—$581,332$16,710,724
2019$500,000$4,800,000$11,995,705$1,276—$16,800$17,313,781
Mark Mason
CFO		2021$750,000$4,644,000$7,106,691$844,167$1,167$17,400$13,363,425
2020$500,000$4,220,000$6,236,418$1,189,719$1,387$17,100$12,164,624
2019$496,301$4,041,480$1,657,500$1,537,803$1,722$16,800$7,751,607
Paco Ybarra(8)
CEO,
Institutional
Clients
Group		2021$8,973,981—$4,809,382$4,684,706—$23,466$18,491,535
2020$8,355,669—$5,514,311$3,816,983$63,074$23,290$17,773,327
2019$6,423,980—$4,581,107$2,740,779$46,188$21,972$13,814,026
 
 
Peter Babej(9)
CEO, Asia
Pacific		2021$750,000$3,900,000$5,074,043$861,312—$558,007$11,143,362
 
 
Ernesto Torres
Cantú(9)
CEO, Latin
America		2021$750,000$4,140,000$5,137,195$334,697—$76,523$10,438,415
 
 
 
Michael Corbat
Former CEO		2021$250,000—$13,780,581—$6,633$17,400$14,054,614(10) 
2020$1,500,000$5,260,500$16,202,576—$3,914$17,100$22,984,090
2019$1,500,000$6,750,000$17,237,115—$4,846$16,800$25,508,761

(1)

The principal position for each named executive officer is the position he or she held on December 31, 2018.2021. Mr. Corbat was not a Citi executive officer at December 31, 2021, but his 2021 and prior-year compensation is required to be disclosed under SEC rules because he was Citi CEO through February 26, 2021, when Ms. Fraser assumed the role.

(2)Mr. Gerspach retired as Citi CFO effective February 22, 2019, and from Citi employment on March 1, 2019. Mr. Gerspach did not receive any special compensation as a result of his retirement.
(3)

Amounts in this column show cash bonuses for service in the listed year.

(4)(3)

In accordance with SEC rules, the amounts in this column for 20182021 are the aggregate grant date fair values of Performance Share Units and Deferred Stock Awards awarded under the 2014 Stock Incentive Plan, in each case granted in February 2018 forduring 2021, even where performance in 2017. SEC rules require the presentation of awards granted during calendar year 2018, not awards made in respect of performance in 2018.relates to 2020 service. The separate grant date value of each award shown in the Stock Award column is disclosed in the 20182021 Grants of Plan-Based Awards Table.Table on page 101. The aggregate grant date fair values of the awards shown in this column are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.718 (ASC 718). The assumptions made, if any, when calculating the amounts in this column are found in Note 7 to the Consolidated Financial Statements of Citigroup Inc. and its subsidiaries, as filed with the SEC on Form 10-K for 2018.2021. The amounts reported in the Summary Compensation Table for the Performance Share Units are the values at the grant date under applicable accounting principles,as determined in accordance with ASC 718, which take into account the probable outcome of the performance conditions. Consequently, these values differ from the nominal amountamounts of the awards made by the Compensation Committee, which isare divided by the Citi common stock price as determined on the grant date to yield a target number of Performance Share Units. The values of the Performance Share Units at the 20182021 grant

www.citigroup.com

Table of Contents

100Proposal 3: Advisory Vote to Approve our 2021 Executive Compensation

date awarded for 2020 performance and shown in the 20182021 Summary Compensation Table, assuming that the highest levels of performance conditions are achieved, are: Ms. Fraser, $7,492,500; Mr. Mason, $4,747,500; Mr. Babej, $3,389,625; Mr. Torres Cantú, $3,431,813; and Mr. Corbat, $11,287,500; Mr. Gerspach, $4,725,000; Mr. Forese, $8,775,000; Mr. Bird, $4,500,000; and Ms. Fraser, $3,600,000.$9,205,875.

(continued on next page)

www.citigroup.com

Table of Contents

100PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

(5)(4)

The amounts shown in the Non-Equity Incentive Plan Compensationthis column represent the amount of each Deferred Cash Award considered earned in the applicable year even though the awards were granted in prior years in respect of prior yearprior-year service. Deferred Cash Awards are granted to executives (1) who are not eligible for Performance Share Units, which are awarded only to the CEO and executives who report directly to him. Like our Performance Share Units, Deferred Cash Awards represent 50% of each executive’sher or (2) whose compensation is designed to comply with U.K. and E.U. regulatory guidance, such as Mr. Ybarra. Generally, these awards vest in equal portions over four years and are credited with notional interest at market rates, subject to regulatory requirements. In addition, Ms. Fraser was granted a special deferred incentive award for the applicable performance year with Deferred Stock Awards representing the other 50%. Deferred Cash Awards earn notional interest at a fixed market rate and vest over a period of four years, and the portion of the award (including notional interest) that vests for a yearin 2019, which is included in the Summary Compensation Table for the year of vesting. The amount shown for her in this column. The amounts shown in this column for 2021 include the 2018 Summary Compensation Table for Ms. Fraser for 2018 therefore includes $382,988 for a portion of the Deferred Cash Award granted in February 2016 for performance in 2015 and $15,866 infollowing notional interest earnedamounts: Mr. Mason, $47,292; Mr. Ybarra, $40,595; Mr. Babej, $47,562; and Mr. Torres Cantú, $18,721. No notional interest is paid in 2018, for a total of $398,854.connection with Ms. Fraser’s special award. Mr. Ybarra’s Deferred Cash Awards are denominated in British pounds asbecause they were awarded for years in which Ms. Fraser was employedrelate to his service in London. The amounts presented above for Ms. FraserThey are shown as converted from British pounds to U.S. dollars at the December 31, 2018,2021, conversion rate used to prepare Citi’s financial statements (1.2736(1 British pound = 1.35445 U.S. dollars). Mr. Torres Cantú’s Deferred Cash Awards are denominated in Mexican pesos because they related to his service in Mexico. They are shown as converted from Mexican pesos to U.S. dollars at the December 31, 2021, conversion rate used to prepare Citi’s financial statements (1 Mexican peso = 1 British pound)0.04876265 U.S. dollars).

(6)(5)

These amounts represent the increases in the present value of pension benefits for Mr. Corbat,Mason, Mr. Gerspach,Ybarra, and Mr. Forese,Corbat, as more fully described in the 20182021 Pension Benefits Table. The value of Mr. Gerspach’sYbarra’s benefit under The Citigroup PensionCitibank HOG Plan decreased by ($15,058), and the value of his benefit under the Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates decreased by ($11,824)15,274). The decreases in value of Mr. Gerspach’sYbarra’s pension benefits were primarily attributable to increases in the discount rate assumptions applicable to the plans.plan. The amount of each named executive officer’s above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified was $0. Mr. Bird and Ms. Fraser have never been eligible to participate in a defined benefit pension plan under the terms of Citi’s broad-based retirement programs in effect in their employment countries; they have participated only in defined contribution retirement plans since the commencement of their employment.

(7)(6)

Set forth below is a breakdown of All Other Compensation for 20182021 (including personal benefits):


     Name     Employer
Retirement Plan
Contribution
($)		     Tax
Reimbursement
Costs
($)		     Temporary
Living and
Home Leave
Costs
($)		     Housing
and Cost
of Living
Differential
($)		     Relocation
Expenses
($)		     Total
($)
Michael Corbat$16,500$0$0$0$0$16,500
John Gerspach$16,500$0$0$0$0$16,500
James Forese$16,500$0$0$0$0$16,500
Stephen Bird$16,500$0$0$0$0$16,500
Jane Fraser$16,500$0$0$0$0$16,500

All named executive officers received 401(k) plan matching contributions pursuant to the formula applicable to all eligible U.S. employees.
Name     Employer
Retirement Plan
Contribution
($)		     Tax
Reimbursement
($)		     Housing/Cost
of Living/
Security
($)		     Relocation
($)		     Total
($)
Jane Fraser$17,400——$62,318$79,718
Mark Mason$17,400———$17,400
Paco Ybarra$23,466———$23,466
Peter Babej$17,400$287,711$251,376$1,520$558,007
Ernesto Torres Cantú$17,400—$59,123—$76,523
Michael Corbat$17,400———$17,400
Mr. Bird had no expatriate benefits for 2018 but had significant tax equalization benefits for 2016 and 2017. He moved from Hong Kong to New York on an expatriate assignment effective July 1, 2015, with benefits provided under the general terms of Citi’s Expatriate Program. Mr. Bird’s expatriate assignment ended on December 31, 2016, at which time he became a U.S. local employee. Mr. Bird is not eligible for expatriate benefits for service after 2016. The benefits made available to Mr. Bird were fully in accordance with Citi’s Expatriate Program and are generally available to similarly situated employees who accept assignments outside their home countries. The Expatriate Program enables Citi to quickly fill specific business needs through relocating employees for a transitional period and neutralizing the tax and other personal financial consequences of the move. The tax equalization benefits were intended to limit Mr. Bird’s tax liabilities and related expenses to what they would have been had he remained employed in Hong Kong in 2016 and, as such, are not additional incentive compensation.
Mr. Corbat has reimbursed Citi for his personal use of corporate aircraft pursuant to an Aircraft Time Sharing Agreement with Citigroup Inc. For additional disclosure regarding the use of corporate aircraft, see page 39 of this Proxy Statement.

Except for Mr. Ybarra, the named executive officers received 401(k) plan matching contributions pursuant to the formula applicable to all eligible U.S. employees. Ms. Fraser received relocation benefits under a generally applicable policy incident to her relocation from Miami to New York in 2020. The amount in the table for Mr. Ybarra is a taxable cash payment in lieu of an employer contribution to a broad-based retirement plan and is determined according to a generally applicable formula. The amounts shown are converted from British pounds to U.S. dollars at the December 31, 2021, conversion rate used to prepare Citi’s financial statements (1 British pound = 1.35445 U.S. dollars). Messrs. Babej and Torres Cantú received the benefits set forth in the table above under generally applicable policies.

(7)

Ms. Fraser became Citi’s CEO on February 26, 2021. Prior to that date, she was Citi’s President and CEO - Global Consumer Banking.

(8)

The Salary column for Mr. Ybarra shows base salary plus a fixed role-based allowance delivered in cash. Role-based allowances are awarded based on certain guidelines related to the significance of the role. Mr. Ybarra’s base salary and role-based allowance are paid in British pounds, and the total is shown as converted from British pounds to U.S. dollars at an average 2021 conversion rate (1 British pound = 1.3806125 U.S. dollars). Mr. Ybarra’s entire annual incentive award is deferred, consistent with Citi’s overall approach to compliance with U.K. and E.U. regulatory guidance.

(9)

2019 and 2020 compensation amounts for Messrs. Babej and Torres Cantú are not required to be disclosed because they were not named executive officers for those years.

(10)

As indicated in footnote 3 above, in accordance with SEC rules, the amounts in the Stock Awards column are the aggregate grant date fair values of Performance Share Units and Deferred Stock Awards awarded during 2021, even where performance relates to 2020 service. For Mr. Corbat, $13,780,581 of the amount shown in the Total Compensation column for 2021 represents the grant date fair value of Performance Share Units and Deferred Stock Awards awarded to him for his service during 2020.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSALProposal 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATIONAdvisory Vote to Approve our 2021 Executive Compensation101

(8)Mr. Forese’s reported compensation exceeded Mr. Corbat’s reported compensation in 2016 in part because Mr. Forese was awarded Deferred Cash Awards in prior years when Mr. Corbat was awarded Performance Share Units. Deferred Cash Awards are reported as Non-Equity Incentive Plan Compensation over time as they vest while Performance Share Units are reported in full as Stock Awards for the year of grant. Therefore, Mr. Forese had significant amounts of prior year compensation reported in the Summary Compensation Table while parallel compensation for Mr. Corbat appeared in the Summary Compensation Table for earlier years. In addition, the Bonus column shows a significantly lower amount for Mr. Corbat than for Mr. Forese for 2016 in part because the Compensation Committee increased the percentage of Mr. Corbat’s compensation deferred in the form of Deferred Stock Awards and Performance Share Units, both of which are reported in the Summary Compensation Table for 2017 rather than 2016, but did not increase the deferral percentage for any other named executive officer. Notwithstanding the foregoing, Mr. Forese’s annual compensation has been comparable to Mr. Corbat’s. The Compensation Committee has recognized Mr. Forese’s performance in his franchise-wide role as Citi President as well as his role as CEO of Institutional Clients Group, with its broad range of complex products and services and its exceptional global scale. The Compensation Committee has also considered market levels of pay for the roles.

20182021 Grants of Plan-Based Awards

The table below provides information regarding awards granted by the Compensation Committee to the named executive officers in 2018. The values shown are each equity award’s grant date fair value as determined under applicable accounting standards.2021.



Estimated Future Payouts Under
Equity Incentive Plan Awards

Grant Date
Fair Value of
Stock and
Option Awards
($)(1)		Estimated Future Payouts Under
Non-Equity Incentive Plan Awards		Estimated Future Payouts Under
Equity Incentive Plan Awards		Grant Date
Fair Value of
Name     Grant Date     Threshold
(#)		     Target
(#)		     Maximum
(#)		          Grant Date     Threshold
($)		     Target
($)		      Maximum
($)		     Threshold
(#)		     Target
(#)		     Maximum
(#)		     Stock Awards(1)
($)
Jane Fraser2/11/2021————79,190(2)79,190       $4,995,000
2/11/2021————79,190(3)118,785$6,220,773
Mark Mason2/11/2021————50,177(2)50,177$3,165,000
2/11/2021————50,177(3)75,265$3,941,691
8/13/2021—$5,000,000(5)$5,000,000————
Paco Ybarra2/11/2021————83,645(2)83,645$4,809,382
2/11/2021—$4,340,497(4)$4,340,497————
8/13/2021—$5,000,000(5)$5,000,000————
Peter Babej2/11/2021————35,825(2)35,825$2,259,750
2/11/2021————35,825(3)53,739$2,814,293
8/13/2021—$5,000,000(5)$5,000,000————
Ernesto Torres Cantú2/11/2021————36,271(2)36,271$2,287,875
2/11/2021————36,271(3)54,406$2,849,320
8/13/2021—$5,000,000(5)$5,000,000————
Michael Corbat2/15/20180101,088(2) 101,088$7,525,0002/11/2021————97,299(2)97,299$6,137,250
2/15/20180101,088(3) 151,632$8,387,6662/11/2021————97,299(3)145,948$7,643,331
John Gerspach2/15/2018042,315(2) 42,315$3,150,000
2/15/2018042,315(3) 63,472$3,511,116
James Forese2/15/2018078,586(2) 78,586$5,850,000
2/15/2018078,586(3) 117,879$6,520,644
Stephen Bird2/15/2018040,300(2) 40,300$3,000,000
2/15/2018040,300(3) 60,450$3,343,920
Jane Fraser2/15/2018032,240(2) 32,240$2,400,000
2/15/2018032,240(3) 48,360$2,675,136

(1)

The assumptions used in determining grant date fair value are the same as those set forth in footnote 43 to the 20182021 Summary Compensation Table. TheseThe amounts shown in the table do not necessarily represent the actual value that may be realized by the named executive officer. The amounts reported in the 20182021 Grants of Plan-Based Awards Tabletable for the Performance Share Units are the values at the grant date under applicable accounting principles, which take into account the probable outcome of the performance conditions. Consequently, these values differ from the nominal amount of the awards made by the Compensation Committee, which is divided by the Citi common stock price as determined on the grant date to yield a target number of Performance Share Units.

(2)

These Deferred Stock Awards were granted under the 20142019 Stock Incentive Plan for performance in 2017.2020. More detailed information about the terms of these awards appears on page 95.97.

(3)

These awards are Performance Share Units for performance in 2017.2020. More detailed information about the terms of these awards appears on page 94,pages 96-97, except that the performance metrics for these awards are as follows:


     RoTCE for 2020Percent of Target
PSUs Earned		Cumulative EPS,
2018-2020		Percent of Target
PSUs Earned
Less than 9%0%Less than $19.000%
9%50%$19.0050%
13%100%$22.50100%
15% or more150%$25.00 or more150%
Average RoTCE
2021-2023		     Percent of Target PSUs Earned     Cumulative TBVPS
2021-2023		     Percent of Target PSUs Earned
Less than 5.0%0%Less than $190.000%
5% to less than 9.5%From 0% to 150% depending on performance relative to peers$190.0050%
9.5% to less than 10.0%Greater of (i) interpolation from 100% to 150% and (ii) earned percentage based on performance relative to peers$225.00 to $235.00100%
10.0% or more150%$245.00 or more150%
(4)

Granted for performance in 2020 in lieu of Performance Share Units to comply with U.K. and E.U. regulatory guidance. The amounts shown are converted from British pounds to U.S. dollars at the December 31, 2021, conversion rate used to prepare Citi’s financial statements (1 British pound = 1.35445 U.S. dollars). These deferred cash awards vest in equal annual portions over a five-year period, each installment of which is subject to a six-month holdback after the vesting date.

(5)

These awards are Transformation Bonus Plan awards. More detailed information about the terms of these awards appears on pages 73-74.

www.citigroup.com

Table of Contents

102PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

Outstanding Equity Awards at 20182021 Fiscal Year End

The market values below were computed using the closing price of Citi common stock on December 31, 2018,2021, which was $52.06.$60.39.

Option AwardsStock AwardsStock Awards
Name   Grant
Date		   Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)		   Option
Exercise
Price
($)		   Option
Expiration
Date		   Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)		   Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		   Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		   Equity
Incentive
Plan Awards:
Market
or Payout
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)		     Grant Date     Number of
Shares or
Units of Stock
That Have Not
Vested
(#)		     Market Value of
Shares or Units
of Stock That
Have Not Vested
($)		     Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#)		     Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($)
Jane Fraser2/15/20188,060(1)$486,743——
2/14/2019——21,024(2) $1,269,639
2/14/201937,003(3)$2,234,611——
11/25/2019——42,013(4) $2,537,165
2/13/2020——34,215(5) $2,066,244
2/13/2020——45,620(6) $2,754,992
2/11/2021——79,190(7)$4,782,284
2/11/2021——79,190(8) $4,782,284
Mark Mason2/15/20185,138(1)$310,284——
2/14/2019——13,275(2) $801,677
2/13/2020——28,808(5) $1,739,715
2/13/2020——38,411(6) $2,319,640
2/11/2021——50,177(7) $3,030,189
2/11/2021——50,177(8) $3,030,189
Paco Ybarra2/16/201714,833(9)$895,765
2/15/2018——29,093(10) $1,756,926
2/14/2019——47,837(11) $2,888,876
2/13/2020——60,238(12) $3,637,773
2/11/2021——83,645(13) $5,051,322
Peter Babej2/15/20185,440(1)$328,522——
2/14/2019——13,095(2) $790,807
2/13/2020——16,192(5) $977,835
2/13/2020——21,589(6) $1,303,760
2/11/2021——35,825(7) $2,163,472
2/11/2021——35,825(8) $2,163,532
Ernesto Torres Cantú2/15/20182,160(1) $130,442——
2/14/2019——5,449(2) $329,065
2/13/2020——10,451(5) $631,136
2/13/2020——13,934(6) $841,474
2/11/2021——36,271(7) $2,190,406
2/11/2021——36,271(8) $2,190,406
Michael Corbat2/18/2015———17,055(1) $887,883——2/15/201825,272(1) $1,526,176——
2/16/2016—————60,728(2) $3,161,5002/14/2019——63,072(2) $3,808,918
2/16/2016———100,858(3) $5,250,667——2/14/2019111,008(3) $6,703,773——
2/16/2017—————62,463(4) $3,251,8242/13/2020——74,846(5) $4,519,950
2/16/2017—————83,285(5) $4,335,8172/13/2020——99,794(6) $6,026,560
2/15/2018—————101,088(6) $5,262,6412/11/2021——97,299(7) $5,875,887
2/15/2018—————101,088(7) $5,262,6412/11/202197,299(8) $5,875,887
John Gerspach2/18/2015———10,381(1) $540,435——
2/16/2016—————34,412(2)  $1,791,489
2/16/2016———57,153(3) $2,975,385——
2/16/2017—————32,506(4) $1,692,262
2/16/2017—————43,342(5) $2,256,385
2/15/2018—————42,315(6) $2,202,919
2/15/2018—————42,315(7) $2,202,919
James Forese1/14/200929,745(8) $106.101/14/2019————
1/14/200929,745(8) $178.501/14/2019————
2/18/2015———19,317(1) $1,005,643——
2/16/2016—————62,766(2) $3,267,598
2/16/2016———104,242(3) $5,426,839——
2/16/2017—————56,599(4) $2,946,544
2/16/2017—————75,466(5) $3,928,760
2/15/2018—————78,586(6) $4,091,187
2/15/2018—————78,586(7) $4,091,187
Stephen Bird2/18/2015———11,160(1) $580,990——
2/16/2016—————32,387(2) $1,686,067
2/16/2016———53,789(3) $2,800,255——
2/16/2017—————32,508(4) $1,692,366
2/16/2017—————43,344(5) $2,256,489
2/15/2018—————40,300(6) $2,098,018
2/15/2018—————40,300(7) $2,098,018
Jane Fraser2/18/2015———9,099(1) $473,694——
2/16/2016—————28,402(2) $1,478,608
2/16/2016———47,171(3) $2,455,722——
2/16/2017—————28,299(4) $1,473,246
2/16/2017—————37,733(5) $1,964,380
2/15/2018—————32,240(6) $1,678,414
2/15/2018—————32,240(7) $1,678,414

(1)This Deferred Stock Award granted on February 18, 2015, vested in four equal annual installments beginning on January 20, 2016, subject to a performance-based vesting condition described2019.
(2)This Deferred Stock Award vests in four equal annual installments beginning on page 95.January 20, 2020.

Citi 20192022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION103

(2)This Deferred Stock Award granted on February 16, 2016, vests in four equal annual installments beginning on January 20, 2017, subject to a performance-based vesting condition described on page 95.
(3)This Performance Share Unit award granted on February 16, 2016, vestedvests in three equal annual installments beginning on January 20, 2017,2020, subject to performance conditions based on relative total shareholder return.return on tangible common equity and cumulative earnings per share. The value of earned Performance Share Units is delivered in full after the end of the three-year performance period. Based on attainment of the performance metric of the award, 83.0%88.0% of the target number of units was delivered to each executive. The performance period for the award ended on December 31, 2018.2021. The table presents the award values at December 31, 2018;2021; the values of the awards on the 20192022 delivery date are different and were determined using an average Citi common stock price as of the final vesting date (January 20, 2019)2022), such that the realized values of the awards (including accrued dividend equivalents) were as follows: Ms. Fraser, $2,584,486 and Mr. Corbat, $5,931,274; Mr. Gerspach, $3,361,056; Mr. Forese, $6,130,284; Mr. Bird, $3,163,239; and Ms. Fraser, $2,774,046.$7,753,457.
(4)This Deferred Stock Award grantedvests in four equal annual installments beginning on February 16, 2017,November 20, 2020.
(5)This Deferred Stock Award vests in four equal annual installments beginning on January 20, 2018, subject to a performance-based vesting condition described on page 95.2021.
(5)(6)This Performance Share Unit award granted on February 16, 2017, vests in three equal annual installments beginning on January 20, 2018,2021, subject to performance conditions based on return on tangible common equity and cumulative earnings per share. The value of earned Performance Share Units is delivered in full after the end of the three-year performance period. The table includes the entire value of Performance Share Units assuming that 100% of target for both performance metrics is achieved and the Citi common stock price at December 31, 2018,2021, remains unchanged through the end of the performance period in 2019.2022.
(6)(7)This Deferred Stock Award granted on February 15, 2018, vests in four equal annual installments beginning on January 20, 2019, subject to a performance-based vesting condition described on page 95.2022.
(7)(8)This Performance Share Unit award granted on February 15, 2018, vests in three equal annual installments beginning on January 20, 2019,2022, subject to performance conditions based on return on tangible common equity and cumulative earningstangible book value per share. The value of earned Performance Share Units is delivered in full after the end of the three-year performance period. The table includes the entire value of Performance Share Units assuming that 100% of target for both performance metrics is achieved and the Citi common stock price at December 31, 2018,2021, remains unchanged through the end of the performance period in 2020.2023.
(8)(9)This stock option granted on January 14, 2009, vestedDeferred Stock Award vests in fourfive equal annual installments beginning on January 14, 2010. The numbers of options and exercise prices have been adjusted for the 10-for-1 reverse stock split effective May 6, 2011.February 20, 2018, subject to a six-month holdback period after each vesting date.
(10)This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2019, subject to a six-month holdback period after each vesting date.
(11)This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2020, subject to a six-month holdback period after each vesting date.
(12)This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2021, subject to a six-month holdback period after each vesting date.
(13)This Deferred Stock Award vests in five equal annual installments beginning on February 20, 2022, subject to a six-month holdback period after each vesting date.

Option Exercises and Stock Vested in 20182021

Option AwardsStock AwardsOption AwardsStock Awards(1)
Name     Number of
Shares Acquired
on Exercise
(#)		     Value Realized
on Exercise
($)		     Number of
Shares Acquired
on Vesting
(#)		     Value
Realized
on Vesting(1)
($)		     Number of Shares
Acquired on
Exercise
(#)		     Value Realized on
Exercise
($)		     Number of Shares
Acquired on
Vesting
(#)		     Value Realized
on Vesting
($)
Jane Fraser——77,821$5,006,275
Mark Mason——26,663$1,698,219
Paco Ybarra——60,385$3,972,182
Peter Babej——22,059$1,404,982
Ernesto Torres Cantú——10,672$679,705
Michael Corbat——152,752$11,893,893——130,832$8,314,408
John Gerspach——88,485$6,888,431
James Forese——163,473$12,725,657
Stephen Bird——90,882$7,073,569
Jane Fraser——32,734$2,559,510

(1)The values in the Stock Awards columncolumns reflect, for each named executive officer, the number of shares underlying Deferred Stock Awards and earned Performance Share Units that were settled in 2021, and the cash and value of shares delivered to the named executive officers in 2018.settlement thereof.

www.citigroup.comwww.citigroups.com

Table of Contents

104PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION

20182021 Pension Benefits

NamePlan NameNumber of Years
Credited Service
(#)		     Present Value
of Accumulated
Benefit(1)
($)		     Plan Name     Number
of Years
Credited
Service
(#)		     Present
Value of
Accumulated
Benefit(1)
($)		     Payments
During
Last Fiscal
Year
($)
Jane FraserN/A———
Mark MasonThe Citigroup Pension Plan6.0$48,921$0
Paco YbarraThe Retirement Plan for Specified Non-United States
International Staff of Citibank, N.A. and Participating Companies
(International Staff Plan)		13.8$457,275$0
Peter BabejN/A———
Ernesto Torres CantúN/A———
Michael CorbatThe Citigroup Pension Plan24.4$122,877The Citigroup Pension Plan24.4$0$138,270
John Gerspach(2) The Citigroup Pension Plan17.7$524,489
Supplemental ERISA Compensation Plan of Citibank, N.A. and
Affiliates (Pay Cap Plan)		11.7$345,193
James ForeseThe Citigroup Pension Plan24.5$111,711
Stephen Bird———
Jane Fraser———

(1)The mortality table, plan discount rate, interest crediting rate, and payment form assumptions used in determining the present value of The Citigroup Pension Plan, International Staff Plan, and Pay Cap Plan benefits are the same as the year-end 20182021 assumptions used to prepare Note 8 to the Consolidated Financial Statements of Citigroup Inc. and its subsidiaries, as filed with the SEC on Form 10-K for 2018. An interest crediting rate on cash balance plan benefits of 3.25% is also an assumption used in determining these present values. The interest crediting rate assumption is not required to be stated in that Note 8.2021. Benefits in the 20182021 Pension Benefits Table have been calculated using a normal retirement age of 65, as defined in the plans.
(2)Mr. Gerspach has more years of credited service under The Citigroup Pension Plan than under the Pay Cap Plan because benefit accruals under the Pay Cap Plan ceased before benefit accruals under The Citigroup Pension Plan ceased.

Citi’s policy is that executives should accrue retirement benefits on the same basis generally available to Citi employees under Citi’s broad-based, tax-qualified retirement plans. Citi has not granted extra years of credited service under any retirement plan to any of the named executive officers. Mr. BirdMs. Fraser and Ms. FraserMessrs. Babej and Torres Cantú have never been eligible to participate in a defined benefit pension plan under the terms of Citi’s broad-based retirement programs in effect in their employment countries; they have participated only in defined contribution retirement plans since the commencement of their employment at Citi.

The following describes the pension plans listed in the 20182021 Pension Benefits Table.

The Citigroup Pension Plan.The purpose of this broad-based, tax-qualified retirement plan is to provide retirement income on a tax-deferred basis to all eligible U.S. employees. Effective December 31, 2006, The Citigroup Pension Plan was closed to new members and generally ceased benefit accruals effective December 31, 2007. Mr. Corbat Mr. Gerspach, and Mr. ForeseMason are eligible for benefits under this plan. Mr. Corbat’s and Mr. Forese’sTheir entire benefits are cash balance benefits, and Mr. Gerspach accrued a cash balance benefit from 2000 through 2007.benefits.

The Citigroup Pension Plan cash balance benefit is expressed as a hypothetical account balance. Prior to January 1, 2008, the plan generally provided for the annual accrual of benefit credits for most of the covered population, including the covered named executive officers, at a rate between 1.5% and 6% of eligible compensation; the benefit credit rate increased with age and service. Eligible compensation generally included base salary and incentive awards, but excluded compensation payable after termination of employment, certain non-recurring payments, and other benefits. Annual eligible compensation was limited by the Internal Revenue Code to $225,000 for 2007 (the final year of cash balance benefit accrual). Interest credits continue to be applied annually to each participant’s account balance; these credits are based on the yield on 30-year Treasury bonds (as published by the Internal Revenue Service).

Prior to 2000, Mr. Gerspach accrued a benefit under the Citibank Retirement Plan formula, which is a component of The Citigroup Pension Plan. That formula generally provided for an annual benefit of 2% of annual average compensation per year of service for up to 30 years of credited service plus 0.75% of average annual compensation for up to an additional five years of credited service, reduced by an offset based on an estimated Social Security benefit. Annual compensation included base salary and excluded bonus and incentive pay, and average annual compensation was the average of the five highest years of annual compensation out of the final 10 annual computation periods. Annual compensation was also subject to limits imposed by the Internal Revenue Code.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION105

Benefits under The Citigroup Pension Plan are payable in annuity form or in other optional forms, including a lump sum, upon termination of employment. The Citigroup Pension Plan’s normal retirement age is 65. The portion of an eligible participant’s benefit determined under the Citibank Retirement Plan formula may be paid upon early retirement, which is defined for this purpose as the first day of the month after the later of the participant’s 55th birthday or the date on which the participant completes a year of service (as defined in the plan). Mr. Gerspach has attained eligibility for early retirement, and there would be no reduction in his benefits attributable to early retirement under the terms of the plan because he attained age 60 while employed.

Supplemental ERISA CompensationThe Retirement Plan for Specified Non-United States International Staff of Citibank, N.A. and Affiliates (Pay CapParticipating Companies (International Staff Plan).The Pay CapInternational Staff Plan is an unfunded, nonqualified deferred compensation plan.plan that was offered to a select group of management or highly compensated employees. The Pay CapInternational Staff Plan provided benefits not otherwise provided undera retirement benefit to internationally mobile staff participating in the Citi Expatriate Program who, due to their mobile status, were ineligible for any other Citi defined benefit retirement plan. Benefits mirrored the Citibank Retirement Plan and, after 1999, The Citigroup Pension Plan. The International Staff Plan because of limits imposed by the Internal Revenue Code on eligible payclosed to new members and benefits. To the extent that a participant’sgenerally ceased benefit was determined under the cash balance formula inaccruals effective December 31, 2007, like The Citigroup Pension Plan, eligible compensation under the Pay Cap Plan was limited to $500,000 beginning January 1, 2000. Future benefit accruals under the Pay Cap Plan ceased effective January 1, 2002, for most participants in the plan, including Mr. Gerspach. Benefits under the Pay Cap Plan are payable at the same time as benefits are payable under The Citigroup Pension Plan; accordingly, Mr. Gerspach is eligible for early retirement and immediate commencement under the Pay Cap Plan.

2018 Nonqualified Deferred Compensation

Name and Plan     Executive
Contributions
in Last Fiscal
Year
($)		     Registrant
Contributions
in Last Fiscal
Year
($)		     Aggregate
Earnings in
Last Fiscal
Year(1)
($)		     Aggregate
Withdrawals/
Distributions
($)		     Aggregate
Balance at
Last Fiscal
Year End(2)
($)
Michael Corbat—————
John Gerspach
Citicorp Deferred Compensation Plan		$0$0($129,480)$0$1,819,039
James Forese—————
Stephen Bird—————
Jane Fraser—————

(1)The amount reported as “Aggregate Earnings in Last Fiscal Year” was not required to be reported in the 2018 Summary Compensation Table.
(2)The amount in the “Aggregate Balance at Last Fiscal Year End” column was not required to be reported in any prior year Summary Compensation Table.

The following is additional information on the plan shown in the 2018 Nonqualified Deferred Compensation Table.

Citicorp Deferred Compensation Plan.Mr. Gerspach participates in the Citicorp Deferred Compensation Plan, which was closed in 2001 and provided for mandatory and voluntary deferrals of compensation from 1996 through 2000 for employees of Citicorp. All mandatory deferrals under the Citicorp Deferred Compensation Plan have been distributed to participants, but voluntary deferrals are notionally invested at the participant’s election in one of six pre-determined investment alternatives. Participants may change investment elections up to four times per year. All amounts deferred under the Citicorp Deferred Compensation Plan are fully vested and are distributed in a lump sum or installments at the participant’s election upon termination at or after the attainment of age 55.

Potential Payments upon Termination or Change of Control

Mr. Gerspach’s Retirement.Mr. Gerspach retired as Citi CFO effective February 22, 2019, immediately following the filing of Citi’s Annual Report on Form 10-K for the fiscal year ending December 31, 2018. He retired from Citi employment effective March 1, 2019. Mr. Gerspach did not receive any special compensation as a result of his retirement.

www.citigroup.com2022 Proxy Statement

Table of Contents

106PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018OUR 2021 EXECUTIVE COMPENSATION105

Mr. Ybarra accrued benefits under the International Staff Plan from 1994 through 2007. From 1994 through 1999, Mr. Ybarra accrued an International Staff Plan benefit determined using the Citibank Retirement Plan formula described above, and from 2000 through 2007, Mr. Ybarra accrued an International Staff Plan benefit determined using The Citigroup Pension Plan cash balance benefit formula previously described. Limits on eligible compensation and benefits imposed by the Internal Revenue Code on tax-qualified retirement plans generally did not apply to International Staff Plan benefit accruals because the International Staff Plan is nonqualified; however, the International Staff Plan was amended over time to include certain limits. Effective January 1, 2000, eligible compensation under the International Staff Plan was limited to $500,000, and effective January 1, 2002, the limit on eligible compensation imposed by the Internal Revenue Code applied to International Staff Plan benefit accruals.

Mr. Ybarra is eligible for early retirement under the Citibank Retirement Plan formula, meaning that he is eligible for a benefit, actuarially reduced for early commencement, under the International Staff Plan commencing upon his termination of employment. He is eligible for an unreduced benefit commencing immediately if he terminates employment after attaining age 60, or, if he terminates employment before age 60, he is eligible for an unreduced benefit commencing at age 65. The International Staff Plan offered lump sum and life annuity distribution options to participants.

Payments upon Termination or Change of Control

General Policies.Citi does not provide guaranteed executive severance or change of control agreements, and none of the named executive officers has an individually negotiated employment or separation agreement.agreements.

Potential Payments Table.Set forth below is a table showing the estimated value of outstanding awards that would have been delivered over time to each named executive officer employed by Citi on December 31, 2021, had the applicable employment termination or other event occurred on December 31, 20182021 and assuming that all award vesting and performance conditions are satisfied. Unless the awards are forfeited, the awards shown in the Potential Payments Table vest on schedule following termination of employment and do not accelerate by their terms except in the case of death. The closing price of Citi’s common stock on December 31, 20182021 ($52.06)60.39) was used in developing the estimates shown in the Potential Payments Table.

Name     Change of
Control of
Citigroup
($)		     Termination for
Gross Misconduct
($)		     Involuntary
Termination
not for Gross
Misconduct
($)		     Voluntary
Resignation or
Retirement
($)		     Death or
Disability
($)		     Change of
Control of
Citigroup
($)		     Termination for
Gross Misconduct
($)		     Involuntary Termination
not for Gross Misconduct
($)		     Voluntary
Resignation or
Retirement
($)		     Death or
Disability
($)
Michael Corbat
Jane Fraser
Deferred Stock Awards$0$0$12,563,848$12,563,848$12,563,848——$8,604,910$8,604,910$8,604,910
Performance Share Units(1)$0$0$14,849,125$14,849,125$14,849,125——$9,771,887$9,771,887$9,771,887
Deferred Cash Awards$0$0$0$0$0—————
John Gerspach
Mark Mason
Deferred Stock Awards$0$0$6,227,105$6,227,105$6,227,105——$5,881,865$5,881,865$5,881,865
Performance Share Units(1)$0$0$7,434,741$7,434,741$7,434,741——$5,349,829$5,349,829$5,349,829
Deferred Cash Awards$0$0$0$0$0——$1,348,050—$1,348,050
James Forese
Paco Ybarra
Deferred Stock Awards——$14,230,662$14,230,662$14,230,662
Performance Share Units—————
Deferred Cash Awards(2)——$14,261,897$14,261,897$14,261,897
Peter Babej
Deferred Stock Awards$0$0$11,310,972$11,310,972$11,310,972——$4,260,636$4,260,636$4,260,636
Performance Share Units(1)$0$0$13,446,838$13,446,838$13,446,838——$3,467,292$3,467,292$3,467,292
Deferred Cash Awards$0$0$0$0$0——$1,360,844$1,360,844$1,360,844
Stephen Bird
Deferred Stock Awards$0$0$6,057,441$6,057,441$6,057,441
Performance Share Units(1)$0$0$7,154,814$7,154,814$7,154,814
Deferred Cash Awards$0$0$0$0$0
Jane Fraser
Deferred Stock Awards$0$0$5,103,962$5,103,962$5,103,962
Performance Share Units(1)$0$0$6,098,568$6,098,568$6,098,568
Deferred Cash Awards(2)$0$0$437,751$437,751$437,751

www.citigroup.com

Table of Contents

106PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

Name     Change of
Control of
Citigroup
($)		     Termination for
Gross Misconduct
($)		     Involuntary Termination
not for Gross Misconduct
($)		     Voluntary
Resignation or
Retirement
($)		     Death or
Disability
($)
Ernesto Torres Cantú
Deferred Stock Awards$0$0$3,281,049$3,281,049$3,281,049
Performance Share Units(1)$0$0$3,031,880$3,031,880$3,031,880
Deferred Cash Awards(3)$0$0$532,933$532,933$532,933
Michael Corbat(4)
Deferred Stock Awards$0$0$0$15,730,931$0
Performance Share Units(1)$0$0$0$18,606,220$0
Deferred Cash Awards$0$0$0$0$0

(1)

The Potential Payments Table includes (a) the value of the Performance Share Units granted in February 20162019 assuming that relative total shareholder return and the Citi common stock price at December 31, 2018,2021 remained unchanged through the final vesting date; and (b) the value of the Performance Share Units granted in February 20172020 and February 20182021 assuming that Performance Share Units are earned at 100% of target levels and that the Citi common stock price at December 31, 2018,2021 remains unchanged through the final vesting date.

(2)

Ms. Fraser’sMr. Ybarra’s Deferred Cash Awards are denominated in British pounds asbecause they were awarded for years in which shehe was employed in London. The amounts presented above for Ms. FraserMr. Ybarra are shown as converted from British pounds to U.S. dollars at the December 31, 2018,2021 conversion rate used to prepare Citi’s financial statements (1.2736(1 British pound = 1.35445 U.S. dollars).

(3)Mr. Torres Cantú’s Deferred Cash Awards are denominated in Mexican pesos because they were awarded for years in which he was employed in Mexico. The amounts presented in the table for Mr. Torres Cantú are shown as converted from Mexican pesos to U.S. dollars at the December 31, 2021, conversion rate used to prepare Citi’s financial statements (1 Mexican peso = 1 British pound)0.04876265 U.S. dollars).

(4)Mr. Corbat retired as our CEO in February 2021.

Deferred Stock Awards; Rule of 60.Deferred Stock Awards granted to the named executive officers under the 20142019 Stock Incentive Plan and predecessor plans vest over a period of four or five years subject to performance conditions. Deferred Stock Awards provide for accelerated vesting if a participant dies but provide for vesting on schedule in all other circumstances in which vesting occurs after termination of employment. If a participant’s combined years of age and service meet the Rule of 60 at the time he or she voluntarily resigns, the participant’s Deferred Stock Awards will continue to vest on schedule over the four-yearvesting period, provided he or she does not work for a “significant competitor” during the vesting period. A participant meets the Rule of 60 if his or her age plus full years of service equals at least 60 and he or she either: (i) is at least age 50 with at least five full years of service; or (ii) is under age 50 with at least 20 full years of service. Partial years of age and service are each rounded down to the nearest whole number. In contrast, if a participant does not meet the Rule of 60 and voluntarily resigns, any unvested Deferred Stock Awards shares are forfeited, unless the participant becomes employed in an “alternative career.”

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION107

Under the “alternative career” provisions of Citi’s Deferred Stock Awards, employees may continue to vest in their deferred awards if they resign from Citi to work full-time in government or at a charitable organization or to teach full-time at an educational institution. All of the named executive officers had attained the Rule of 60 prior to 2018,before December 31, 2021, so none of them are eligible for the “alternative career” provisions, and each of them would be eligible for continued vesting following resignation without regard to whether they pursued an “alternative career.”

Performance Share Units.Performance Share Units have the same vesting provisions covering termination of employment as those applicable to Citi’s Deferred Stock Awards, including the Rule of 60. Any named executive officer who meets the Rule of 60 will receive his or her earned Performance Share Units unless: (i) he or she voluntarily resigns during the performance period and performs services for a competitor, or (ii) he or she is terminated for gross misconduct (in which case the undelivered award is cancelled)canceled). If a named executive officer who meets the Rule of 60 resigns and competes, at the end of the performance period, he or she will forfeit a prorated Performance Share Unit award, based on his or her service during the performance period. For example, if such a named executive officer resigns after the first year of the performance period to work for a competitor, he or she will receive one-third of the earned Performance Share Units after the end of the three-year performance period and the other two-thirds will be forfeited.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION107

Deferred Cash Awards.Deferred Cash Awards were grantedhave the same vesting provisions covering termination of employment as those applicable to senior executives before the creation of our Performance Share Unit program and are also granted to executives who are not eligible for Performance Share Units, which are awarded only to the CEO and executives who report directly to him. Like our Performance Share Units, Deferred Cash Awards represent 50% of each executive’s deferred incentive award for the applicable performance year withCiti’s Deferred Stock Awards, representingincluding the other 50%. Deferred Cash Awards are a fixed amount that earns notional interest at a fixed market rate and vests over a periodRule of four years. The treatment of Deferred Cash Awards upon termination of employment is the same as the treatment of Deferred Stock Awards.60.

“Double Trigger” Change of Control Requirement.Citi’s 2019 Stock Incentive Plan and its predecessor, the 2014 Stock Incentive Plan, hashave a “double trigger” requirement, which provides that an involuntary termination of employment not for gross misconduct must occur as a result of a “change of control” of Citi before any vesting of equity awards may occur in connection with the change of control. The 2019 Stock Incentive Plan, which is subject to stockholder approval at the 2019 Annual Meeting pursuant to Proposal 4 of this Proxy Statement, has the same provision. In addition, the Compensation Committee has a policy that equity awards granted to executive officers will not be accelerated solely by reason of a change of control of Citigroup Inc. The intent of the policy is for such a change of control to have no impact on the applicable awards.awards, absent a qualifying termination of employment. The same change of control provisions apply to Citi’s Performance Share Units and Deferred Cash Awards.

Under the 20142019 Stock Incentive Plan, a “change of control” means: (i) a person acquiring direct or indirect beneficial ownership of Citigroup Inc. securities representing 30% or more of the combined voting power of then outstanding securities of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board); (iii) a sale, transfer, or distribution of all or substantially all of the assets of Citigroup Inc. or a dissolution or liquidation of Citigroup Inc.; or (iv) consummation of a reorganization, merger, consolidation, or other corporate transaction that results in stockholders of Citigroup Inc. not owning more than 50% of the combined voting power of Citigroup Inc. or other corporation resulting from the transaction. The 20192014 Stock Incentive Plan hashad the same provision.

Management Analysis of Potential Adverse Effects of Compensation Plans

Citi has adopted multiple coordinated strategies to manage the risk of material adverse effects to the franchise through the design and administration of its incentive compensation programs, including those applicable to the named executive officers. During 2018, Citi continued its efforts to align its processes with the U.S. Interagency Guidance on Sound Incentive Compensation PoliciesThose strategies, including regular analyses and the Financial Stability Board’s Principles for Sound Compensation Practices.reviews by Citi’s approach to risk and incentive compensation plans isChief Risk Officer, are detailed on pages 95-97 of this Proxy Statement.81-88. On the basis of the foregoing analysis, management has concluded that Citi’s compensation plans are not reasonably likely to have a material adverse effect on Citi.

www.citigroup.com

Table of Contents

108PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

●For 2018,2021, the median annual total compensation of all employees of our company (other than the CEO) was $49,766,$55,285, and the annual total compensation of our CEO was $24,195,749.$20,554,067.(1)
●Based on this information, for 2018,2021, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was estimated to be 486372 to 1.

CEO Pay Ratio Supplemental Information

Citi aims to provide competitive pay and benefits for each employee’s role in every business and geography. Market levels of pay are therefore important factors in determining pay for every role at Citi, including senior executive roles. In addition, Citi’s business mix and global footprint drive the median pay level at Citi. Over 65% of our workforce is employed outside the U.S., and 52% of our workforce is employed in Global Consumer Banking.

HEADCOUNT AT DECEMBER 31, 2018
By Business or FunctionBy Region

(2)(1)

Includes Finance, Human Resources, Independent Compliance Risk Management, Legal, Risk Management,This number is the sum of the 2021 total compensation reported in the 2021 Summary Compensation Table and headcount attributablethe value of employer contributions to legacy assets and operations. Additional Compliance and Risk Management staff arebroad-based employee benefit plans not already included in business headcounts.the Summary Compensation Table.

www.citigroup.com

Table of Contents

108PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2021 EXECUTIVE COMPENSATION

How We Calculated the Ratio

●

The “median annual total compensation of all employees” is the annual total compensation of a single employee who is at the midpoint of employees ranked in order of compensation amounts. When determining our midpoint, we considered compensation of 204,147210,152 Citi employees (other than the CEO) who were employed by Citi on December 31, 2018,2020, in about 100 countries. We did not exclude any countries and we did not make any adjustments for the cost of living.


(1)

This number is We applied the sumdata used to determine the 2020 median in the calculation of the 2018 total compensation reported2021 ratio because management believes that there has been no change in the 2018 Summary Compensation Table and the value of employer contributions to broad-based employee benefit plans not already included in the Summary Compensation Table.population or employee compensation arrangements that would significantly impact Citi’s CEO pay ratio disclosure.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2018 EXECUTIVE COMPENSATION109

●SEC regulations allow employers to identify the midpoint based on a “consistently applied compensation measure” (CACM). We used 20182020 base pay and cash payments under our incentive compensation plans as our CACM to determine the midpoint of our employee population. We chose this CACM because these two pay elements were consistently available across all countries in which we have employees.
➢Where full year information from our formulaic incentive compensation plans was not available, we estimated such amounts using third quarter payments as a proxy for fourth quarter payments, consistent with the design of the plans and our experience with the data. The incentive compensation plans for Citi employees with compensation in the range of our midpoint generally have quarterly payment schedules.payments.
➢Compensation paid in foreign currency was converted to U.S. dollars using a monthly average.
➢We did not consider discretionary cash incentives, equity awards, or deferred cash awards as part of the analysis because all employees eligible for discretionary incentives, equity awards, or deferred cash awards are paid well above our midpoint, and therefore, including or excluding such compensation would not affect our midpoint.
●As permitted by SEC regulations, weWe then calculated the 2021 “annual total compensation” for a group of representative employees with compensation at or very near our 2020 midpoint (our “midpoint group”). We used the 2021 annual total compensation of the employee with 2020 annual total compensation at approximately the median of our midpoint group to determine our CEO pay ratio.
➢In determining the “annual total compensation” for each employee in our midpoint group, we followed the methodology required under SEC regulations for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table and as permitted under the SEC regulations, added the value of employer contributions to broad-based employee benefit plans not already included in the Summary Compensation Table.
●The SEC rules for identifying the median-paid employee and calculating the CEO pay ratio allow companies to apply various methodologies and assumptions and, as a result, the CEO pay ratio reported by Citi may not be comparable to the CEO pay ratio reported by other companies.

www.citigroup.comCiti 2022 Proxy Statement

Table of Contents

110109

Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan

On the recommendation of the Compensation Committee, the Board has unanimously approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan), which will become effective on April 16, 2019, if approved. The amendment would increase the authorized number of shares available for grant by stockholders at our Annual Meeting. Upon approval, the 2019 Plan will become the only equity compensation plan under which we will grant shares. Currently, we grant equity awards exclusively under the 2014 Stock Incentive Plan (the 2014 Plan), and the 2014 Plan will expire by its terms on April 16, 2019. The 2019 Plan is proposed to replace the 2014 Plan.36 million. The discussion and description of the 2019 Plan, as amended, that follows is qualified in its entirety by the text of the 2019 Plan that is included as Annex B.

Board Recommendation

The Board recommends that you voteFOR FORapproval of the amendment to the Citigroup 2019 Stock Incentive Plan increasing the number of shares, as described in Proposal 4.

Executive Summary

●3036 million shares are requested.
●Key facts:No other changes are being proposed for the 2019 Plan.
●As of February 28, 2022:
➢42.4015.37 million shares are reserved for issuance and available for grant under the 20142019 Plan as of December 31, 2018,
➢33.00No shares are reserved for issuance and available under any other plan
➢43.18 million shares are subject to outstanding awardsDeferral Awards under the 20142019 Plan and its predecessor plan as of December 31, 2018, andplans
➢2,340.51,972.0 million total shares of Citi common stock outstanding aswere outstanding.
●In prior years, some of the record date.mandatorily deferred portion of annual bonuses for risk-taking employees was paid in cash in future years, with interest rather than an adjustment to reflect changes in the value of Citi stock. For Deferral Awards arising from 2021 annual bonuses, 100% of deferrals for all employees eligible for annual discretionary bonuses will be indexed to and paid in Citi stock, where local regulations permit. In 2022, we granted Deferral Awards related to 23.31 million shares in respect of 2021 service, compared to Deferral Awards related to 14.21 million shares in respect of 2020 service.
●We have strong equity award practices, including limiting the percentage of deferred incentive pay awarded in stock, stock ownership requirements for executive officers, and clawbacks.
●Important terms of the 2019 Plan are aligned with stockholder interests, including a minimum one-year vesting requirement applicable to at least 95% of the shares granted under the plan,2019 Plan, stringent change of control provisions, an annual limit on the number of shares and stock options and SARs that may be granted to employees, and prohibitions on option repricings, reload options, and discounted stock options. The 2019 Plan has a fixed number of shares available for grant and limits on dividends and dividend equivalent payments.
●Significant changes from the terms of the 2014 Plan:
➢We changed our limit on Director pay. The 2014 Plan limited Director equity awards to $900,000 annually; the 2019 Plan limits each Director’s compensation (whether in the form of cash or equity) to $1 million annually, except where the Board of Directors approves a higher limit for a non-executive Board chair.
➢We changed our minimum vesting provision from three years applicable to 90% of plan shares to one year applicable to 95% of plan shares.
➢Although we eliminated language relating to qualified performance-based compensation under Section 162(m) of the Internal Revenue Code, we retained annual limits on stock and option/SAR grants to any individual.
➢We added explicit authority to adopt sub-plans, and we intend to adopt a sub-plan to offer tax-qualified awards in France.

CitiOur Recent Share Requests

At the 2019 Proxy Statement

Table of Contents

PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN111

Shares Requested

TheAnnual Meeting, stockholders approved the 2019 Plan, including an initial share authorization of the 2019 Plan will be 30 million shares, which isshares. The initial authorization was estimated to be approximately equal to the shares that would no longer be available for grant upon the expiration of the 2014 Plan. ThisStock Incentive Plan (the 2014 Plan); no additional shares were requested at our 2019 Annual Meeting. The initial share authorization isunder the 2019 Plan was intended to support grant activity for at least one year. At the 2020 Annual Meeting, we requested and received approval for an additional 15 million shares and at the 2021 meeting we requested and received approval for an additional 20 million shares, in each case which was intended to two years, and we expect to continuesupport grant activity for one year. Our current share request is consistent with our practice of asking stockholders to approve additionalapproach on share authorizations, under the 2019 Plan,which is to request increases as frequentlyoften as annually thereafter. The 2019 Plan will expire by its terms on the datebut only as needed to support grant activities for at least one year.

www.citigroup.com

Table of the annual general meeting of stockholders in 2024.Contents

110Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan

Our Equity Award Practices Are Aligned with Stockholder Interests

●

Equity compensation aligns employee and stockholder interests.Citi’s equity awards are a key component of annual incentive awards for thousands of employees worldwide, thereby aligning the interests of stockholders and a broader group of Citi employees (not just senior executives). In 2018,2022, approximately 7,3509,975 employees in 6388 countries received equity awards under the 20142019 Plan as part of theirour annual incentive awards.bonus program.

●Citi has prudent equity award practices.
➢Our equity pay mix minimizes dilution from our executive compensation programs.Under our current executive compensation practices, 50% of the deferred portion of named executive officer incentive compensation is payable in deferred stock awards with performance-based vesting features, and 50% is payable in performance share units that are paid in cash with a value linked to the value of Citi common stock.This practice links all named executive officer deferred compensation to the value of Citi common stock, yet will limit the use of shares under the 2019 Plan.
➢►All deferred equity awards have clawbacks.cancellation and clawback provisions. Citi’s equity awards are subject to one or more clawbacks that provide for cancellation inand clawback provisions covering a range of circumstances, as set forth on page 97.88. In 2022, we added a “material adverse outcome” cancellation and clawback provision for our equity awards.
➢►Stock ownership requirements.Executive officers are generally required to hold at least 75% of the net after-tax shares acquired through Citi’s incentive compensation programs as long as they are executive officers. In addition to that stock ownership commitment, effective January 1, 2013, executive officers and are required to retain at least 50% of the shares subject to the stock ownership commitment for one year after ceasing to be an executive officer, as a result of leaving Citi employment or otherwise.
➢►Share buybacks have the incidental effect of offsettingoffset dilution from equity compensation programs.In 2018, Citi continued the meaningful return ofDuring 2021, we returned nearly $7.6 billion in capital to stockholdersour shareholders through common stock repurchases and dividends, following common stock repurchase programs in each of the prior four years.share repurchases.
●Equity compensation helps Citi to comply with its regulatory obligations.Regulatory guidance in the U.S. and in other countries in which Citi does business provides that a substantial portion of variable compensation awarded to senior executives and other employees whose actions have a material impact on the risk exposure of Citi should be awarded in shares.

Overhang Table

“Overhang” refers to the potential stockholder dilution represented by outstanding employee equity awards and shares available for future grants.

     December 31, 2021     Record Date
(February 28, 2022)		     April 26, 2022
(estimated)
Simple overhang(1)3.56%2.97% 4.79%
Fully diluted overhang(2)3.44%2.88% 4.57%
(1)

Simple overhang is the sum of outstanding equity awards and shares available for grant stated as a percentage of common shares outstanding.

(2)

Fully diluted overhang is the sum of outstanding equity awards and shares available for grant stated as a percentage of fully diluted common shares (i.e., common shares outstanding plus outstanding equity awards and shares available for grant under the stock incentive plans).

Citi 2022 Proxy Statement

Table of Contents

Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan111

Run Rate Table

Our run rate is the number of shares subject to equity awards granted during a year stated as a percentage of common shares outstanding for such year, based on annual grant data and the basic weighted average number of common shares outstanding as reported in Citigroup’s Annual Report on Form 10-K for such year.

2016    2017    2018    Three-year
average
Run rates for 12-month periods ending December 310.81%0.52%0.52%0.62%
     2019     2020     2021     Three-year
average
Run rates for 12-month periods ending December 310.66%

0.59%

0.86%0.70%

Mitigating Dilution Through Return of Capital

Our burn rate and overhang shown in the preceding Overhang Table and Run Rate Table reflect that our strong history of buying back shares lowers our shares outstanding and consequently increases the burn rate and overhang.

The following table illustrates how share repurchases have offset increases in our Common Stock outstanding attributable to the use of equity awards in our compensation programs:

                   2019     2020     2021     Total/Average(4)
(a)Equity-based awards granted(1)14,920,91712,361,41217,535,97814,939,436
(b)Shares repurchased(2)(264,252,000)(40,740,000)(105,498,000)(136,830,000)
(c)Common Stock outstanding2,114,123,0002,082,090,0001,984,355,000—
(d)Common Stock outstanding (adjusted for cumulative repurchases since 2010)(3)3,143,202,0003,151,909,0003,159,672,000—
(e)Unadjusted burn rate (a/c)(5)0.7%0.6%0.9%0.7%(6)
(f)Burn rate adjusted for share repurchases (a/d)(5)0.5%0.4%0.6%0.5%(6)
(1)

Reflects the gross number of shares underlying equity-based awards granted during the applicable year. For more information on our share repurchase program and our 2021 equity-based awards, see Note 7 to our consolidated financial statements included in Part II, Item 8 of our 2021 Annual Report on Form 10-K.

(2)

Repurchases are subject to the approval of the Federal Reserve Board in the U.S. and past levels of repurchases do not guarantee any particular rate of repurchase in the future.

(3)

We repurchased approximately 1,175.3 million shares of Common Stock from the beginning of 2010 through December 31, 2021.

(4)

Average of the underlying figures.

(5)

Not adjusted for any future forfeitures or cancellation of awards to satisfy tax withholding requirements, which would further reduce the burn rate if taken into account. During 2019-2021, approximately 40% of share-based awards were canceled or remitted at delivery to satisfy tax withholding requirements.

(6)

Average of underlying burn rates.

*

Not adjusted for any future forfeitures or cancellation of awards to satisfy tax withholding requirements, which would further reduce the burn rate if taken into account. During 2019-2021, approximately 40% of share-based awards were canceled or remitted at delivery to satisfy tax withholding requirements.

www.citigroup.com

Table of Contents

112PROPOSALProposal 4: APPROVAL OF THE CITIGROUPApproval of Additional Shares for the Citigroup 2019 STOCK INCENTIVE PLANStock Incentive Plan

Overhang Table

“Overhang” refers to the potential stockholder dilution represented by outstanding employee equity awards and shares available for future grants.

     December 31, 2018(1)     April 16, 2019
(estimated)(2)
Simple overhang(3)3.18%2.69%
Fully diluted overhang(4)3.09%2.62%

(1)The following data as of December 31, 2018, was used in the calculation of overhang percentages: outstanding equity awards under the 2014 Plan and its predecessor (unvested stock awards of 32.24 million and unexercised stock options of 0.76 million, totaling 33.00 million shares); shares available for grant under the 2014 Plan (42.40 million); and common shares outstanding (2,368.5 million).
(2)Our overhang estimates at April 16, 2019, are based on the assumptions that the number of shares subject to outstanding awards on that date is the same as the number outstanding on December 31, 2018, and Proposal 4 is approved by stockholders such that 30 million shares will be available for future grants under the 2019 Plan. For purpose of this estimate, we have used the common shares outstanding as of the record date, which was 2,340.5 million.
(3)Simple overhang is the sum of outstanding equity awards and shares available for grant under the applicable plan stated as a percentage of common shares outstanding.
(4)Fully diluted overhang is the sum of outstanding equity awards and shares available for grant under the plan or plans stated as a percentage of fully diluted common shares (i.e., common shares outstanding plus outstanding equity awards and shares available for grant under the applicable plan).

The preceding Run Rate Table and the Overhang Table demonstrate our prudent use of shares.

Our Plan Terms Are Aligned with Stockholder Interests

The following features of the 2019 Plan protect the interests of our stockholders:

●No “evergreen” feature.The 2019 Plan has a fixed number of shares available for grant that will not automatically increase because of an “evergreen” feature.
●Minimum one-year vesting requirement.Our one-year minimum vesting requirement will generally apply to at least 95% of the shares that may be granted pursuant to any type of award.
●A limit on total annual compensation for Directors.The maximum number of shares subject to awards to an individual Director in a calendar year, taken together with any cash fees paid during the calendar year to the Director for services as a member of the Board, may not exceed $1 million in value, except where the Board of Directors approves a higher limit for a non-executive Board chair.
●Retention of annualAnnual limits on shares and options or SARs that can be granted to individual employees.Although no longer required to meetThe 2019 Plan limits the performance-based compensation exception to the $1 million deduction limitation under Section 162(m)number of the Internal Revenue Code, the one million share limit on shares subject to stock options and SARs that may be granted in a calendar year and theto an individual employee to one million share limit onshares. Separately, the 2019 Plan limits the number of shares subject to stock awards that may be granted in a calendar year that had been included in the 2014 Plan, are retained in the 2019 Plan.to an individual employee to one million shares.
●No discounted options or SARs.Option or SAR exercise prices must be at least 100% of fair market value on the date an option or SAR is granted.
●No repricings or cash buyouts.The 2019 Plan prohibits any “repricing” of any outstanding option or SAR, except with the approval of the stockholders of the Company. The 2019 Plan defines “repricing” to mean (i) any action that constitutes a “repricing” under GAAP or the rules of the NYSE (including any modification or amendment to an outstanding option or SAR that has the effect of reducing its exercise price); (ii) any cancellation of an outstanding option or SAR when its exercise price exceeds its fair market value in exchange for cash; (iii) any cancellation of an option or SAR in exchange for a new option or SAR with a lower exercise price; or (iv) a substitution of a stock award for an option or SAR when its exercise price exceeds fair market value; in each case other than a permitted equitable adjustment.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN113

●No reload option grants.Reload options are additional options that are granted automatically upon the exercise of previously granted options; options granted under the 2019 Plan may not include a reload feature.
●No liberal share “recycling.”If an award under the 2019 Plan, or, after April 16, 2019 (the effective date of the 2019 Plan), the 2014 Plan and the 2009 Stock Incentive Plan (the 2009 Plan), is forfeited, cancelled, or expires or is settled without the issuance of shares, the shares subject to such award will be available for future grants under the 2019 Plan. However, the 2019 Plan prohibits re-granting shares withheld or tendered to pay option exercise prices, repurchased by the Company with option exercise proceeds, or withheld or tendered to satisfy tax withholding obligations on any award. Also, shares of stock subject to SARs that are not issued on settlement may not be re-granted.
●No dividend or dividend equivalent payments on unvested shares subject to a performance vesting condition.The 2019 Plan permits payment of dividends or dividend equivalents on shares of restricted or deferred stock subject to a performance vesting condition only if and when the underlying shares vest. The 2019 Plan also prohibits the payment of dividends and dividend equivalents on shares subject to outstanding options and SARs.
●A “double trigger” change of control provision.The 2019 Plan requires that participants must experience an involuntary termination of employment for an award to vest as a result of a change of control of Citigroup Inc. (a “double trigger”). The Compensation Committee has also adopted a policy affirming that no deferred incentive awards to executive officers will vest solely by reason of a change of control of Citigroup Inc.
●No excise tax gross-ups.The 2019 Plan does not provide for excise tax gross-ups in the event of a change of control of Citigroup Inc., nor do any executive agreements.
●No liberal definition of change of control.Our definition of “change of control” of Citigroup Inc. requires the consummation, and not merely the approval, of a reorganization, merger, consolidation, or other corporate transaction that results in stockholders of Citigroup Inc. not owning more than 50% of the combined voting power of Citigroup Inc. or other corporation resulting from such transaction. Additionally, the 2019 Plan defines a “change of control” of Citigroup Inc. to meanmean: (i) a person acquiring direct or indirect beneficial ownership of Citigroup Inc. securities representing 30% or more of the combined voting power of then outstanding securities of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board); or (iii) a sale, transfer, or distribution of all or substantially all of the assets of Citigroup Inc., or a dissolution or liquidation of Citigroup Inc.

Citi 2022 Proxy Statement

Table of Contents

Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan113

●Ability to adopt sub-plans that facilitate participation by employees located outside the United States.Any special terms or conditions that the Compensation Committee considers necessary or appropriate to accommodate differences in non-U.S. law, tax policy, or custom may be included in a sub-plan that forms a part of the 2019 Plan. We intend to adopt a sub-plan that will permit awards that qualify for special tax benefits in France.

Equity Compensation Plan Information

All of Citi’s outstanding equity awards have been granted under twothree stockholder-approved plans—the 2019 Plan and two predecessor plans, the 2014 Plan and its predecessor, the 2009 Stock Incentive Plan (the 2009 Plan).Plan. There are no equity awards outstanding under plans for which stockholder approval was not required or sought. The information below is as of December 31, 2018.February 28, 2022.

Plan Category     (a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(in millions)		     (b)
Weighted-average
exercise price
of outstanding
options, warrants,
and rights
($)		     (c)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(in millions)
Equity compensation plans approved
by security holders33.00(1)$101.8442.40
Equity compensation plans not
approved by security holders0N/A0
Total33.00$101.8442.40

(1)Includes 32.24 million shares issuable upon the vesting of deferred stock awards. As such, these awards do not have an exercise price; only the 0.76 million outstanding options are considered when determining the weighted-average exercise price in column (b).
Plan Category     (a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(in millions)		     (b)
Weighted-average
exercise price
of outstanding
options, warrants,
and rights
($)		     (c)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(in millions)
Equity compensation plans approved by security holders43.18N/A15.37
Equity compensation plans not approved by security holders0N/A0
Total43.18N/A15.37

www.citigroup.com

Table of Contents

114PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN

New Plan Benefits

Awards under the 2019 Plan will beare granted by the Compensation Committee in its sole discretion. Therefore, the benefits or amounts that will be received by any particular employee or group of employees in the future is not determinable at this time.

Description of the Citigroup 2019 Stock Incentive Plan

This summary description of the 2019 Plan, as amended, is qualified in its entirety by reference to the 2019 Plan document, which is included as Annex B to this Proxy Statement.B. If Proposal 4 is approved by stockholders at our Annual Meeting, we intend to file a registration statement on Form S-8, pursuant to the Securities Act of 1933, as amended, to register the additional shares authorized for grant under the 2019 Plan.

General.If Proposal 4 is approved by stockholders, theThe 2019 Plan will becomebecame effective on April 16, 2019 and will expire on the date of the annual general meeting of stockholders to be held in 2024. The 2019 Plan provides for various types of awards denominated in shares of Citi common stock to Citi employees, officers, and non-employee Directors. The NYSE closing price of a share of Citi common stock on February 26, 201928, 2022 was $64.12.$59.23.

Administration.The 2019 Plan is administered by the Compensation Committee. All members of such Committee or a sub-committee thereof must satisfy the requirements for independence of SEC Rule 16b-3. With respect to participants who are outside Directors, the 2019 Plan is administered by the Board. The Compensation Committee may delegate some or all of its authority over administration of the 2019 Plan to one or more officers, directors, employees, or another plan administrator except with respect to persons who are Section 16(a) officers. In addition, any special terms or conditions that the Compensation Committee considers necessary or appropriate to accommodate differences in non-U.S. law, tax policy or custom may be included in a sub-plan that forms a part of the 2019 Plan.

www.citigroup.com

Table of Contents

114PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE CITIGROUP 2019 STOCK INCENTIVE PLAN

Eligibility.All “employees” of Citi—within the broad definition set forth in the instructions to the SEC Form S-8 registration statement, as in effect on April 16, 2019, but expressly excluding consultants and advisors who are not members of the Board—generally are eligible to receive awards under the 2019 Plan. Based on worldwide employment at December 31, 2018,2021, approximately 204,000223,000 persons could be eligible to participate in the 2019 Plan. However, participation is discretionary—awards are subject to approval by the Compensation Committee. In general, employees with discretionary annual incentive awards of at least $100,000 are eligible to receive at least 25% of that annual award in deferred stock. In 2019 through February 26, 2019,From January 1, 2021, for the twelve months ending March 1, 2022, awards were made under the 20142019 Plan to 1614 non-employee Directors, 1716 executive officers, and approximately 7,3509,975 employees worldwide. Former “employees” are eligible to participate in the 2019 Plan, but only with respect to their last year of service or substitute awards to replace awards granted by a prior employer acquired by the Company.

Shares subject to the 2019 Plan.Shares of Citi common stock issued in connection with awards under the 2019 Plan may be shares that are authorized but unissued, or previously issued shares that have been reacquired, or both. The initial share authorization under the 2019 Plan iswas 30 million shares. (The shares authorized underPursuant to the 2019 Plan is estimated to be approximately equal toamendment approved at the 2020 Annual Meeting, and the amendment approved at the 2021 Annual Meeting, the number of authorized shares thatincreased by 15 million and 20 million, respectively. Pursuant to the amendment described in Proposal 4, the number of authorized shares would no longer be available for grant upon expiration of the 2014 Plan.)increase by 36 million.

“Recycling” provisions.If an award under the 2019 Plan, or, after April 16, 2019 (the effective date of the 2019 Plan), the 2014 Plan and the 2009 Plan, is forfeited, cancelled, or expires or is settled without the issuance of shares, the shares subject to such award will be available for future grants under the 2019 Plan. However, shares tendered by a participant or withheld by Citi to pay an option exercise price, withheld or tendered to satisfy tax withholding obligations relating to any award, repurchased by Citi with option exercise proceeds, covered by a stock-settled SAR (without regard to the number of shares actually issued upon exercise) or withheld to satisfy any debt or other obligation owed to Citi, and cancelled fractional shares will be considered issued and shall not be added to the maximum number of shares that may be issued under the 2019 Plan.

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN115

Limits on awards.The maximum number of shares subject to awards to an individual Director in a calendar year (including awards made at the election of a Director in lieu of his or her cash retainer), taken together with any cash fees paid during the calendar year to the Director, in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), may not exceed $1,000,000$1 million in value, as determined as of the date of each award. However, the independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Director receiving any additional compensation may not participate in the decision to award such compensation. For all other eligible “employees,” the number of shares subject to stock options or SARs granted during a calendar year may not exceed one million shares, and the number of shares that may be subject to stock awards granted in a calendar year may not exceed one million shares, unless granted subject to substitute awards that replace awards of a former employer acquired by the Company.

Types of awards.The following types of awards may be made under the 2019 Plan:

●Stock options.An award of a stock option under the 2019 Plan grants a participant the right to purchase a specified number of shares of Citi common stock during a specified term in the future at an exercise price equal to at least 100% of the “fair market value” (see below) of Citi common stock on the grant date. The term of a stock option may not exceed 10 years from the date of grant.
●Stock appreciation rights (SARs).A SAR, upon exercise, entitles the participant to receive an amount equal to the difference between the fair market value of Citi common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of fair market value of a share of Citi common stock on the grant date) times the number of shares subject to the SAR. Payment to a participant upon the exercise of a SAR may be in cash and/or shares of Citi common stock. The term of a SAR may not exceed 10 years from the date of the grant.
➢Definition of “fair market value.”For purposes of setting the exercise price of any option or SAR granted under the 2019 Plan, “fair market value” means the closing price on the NYSE (or on the principal national securities exchange on which the common stock is traded or quoted, if not the NYSE) on the date on which the stock option or SAR is granted. For all other purposes under the 2019 Plan, “fair market value” will be as determined by the Compensation Committee.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE CITIGROUP 2019 STOCK INCENTIVE PLAN115

●Stock payment.The Compensation Committee may grant vested shares of Citi common stock as a stock payment.
●Restricted stock.A restricted stock award is an award of outstanding shares of Citi common stock that does not vest until vesting conditions are satisfied and which will be forfeited if conditions to vesting are not met. Unless the Compensation Committee determines otherwise, participants who receive awards of restricted stock are also generally entitled to direct the voting of the unvested shares underlying their awards on matters submitted to a vote of stockholders. All shares underlying outstanding (unvested) restricted stock awards as to which no voting instructions are received are voted proportionately, based on the voting instructions received with respect to all other restricted shares. Participants may receive dividends on the shares subject to their awards during the vesting period, unless the awards are subject to one or more performance conditions, in which case the dividends, if any, shall be paid only if and when, and only to the extent that, the underlying shares vest.
●Deferred stock.A deferred stock award is an unfunded, unsecured promise to deliver shares of Citi common stock to the participant in the future, if the participant satisfies the conditions to vesting. Participants do not have voting rights (their rights are no greater than a general unsecured creditor of the Company), but may receive dividend equivalent payments during the vesting period, unless the awards are subject to one or more performance conditions, in which case the dividend equivalents, if any, shall be paid to participants only if and when, and only to the extent that, the underlying shares vest.
●Other stock-based awards.The Compensation Committee may grant any other award that is denominated in shares of Citi common stock and that may be settled by the delivery of shares and/or cash. For the avoidance of doubt, awards that by their terms shall be settled only in cash shall not be considered to have been granted under the 2019 Plan.
●Performance-based awards.Subject to the terms of the 2019 Plan, the Compensation Committee may grant awards that are subject to one or more performance conditions related to a performance period of not less than one year.

www.citigroup.com

Table of Contents

116PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN

Minimum vesting requirement.Awards granted under the 2019 Plan may not vest earlier than the first anniversary of the date on which the award is granted, except that the Compensation Committee may grant awards that vest in less than a year (i) as a “substitute award” to replace awards of a former employer acquired by the Company, (ii) awards to Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iii) any additional awards the Compensation Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the 2019 Plan. This restriction does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability, leave of absence, termination of employment, change of control, or upon the sale or other disposition of the subsidiary employing a participant or other similar event.

Performance conditions.In the case of an award subject to a performance condition, the applicable performance condition may include one or more of the following performance conditions and be expressed in either, or a combination of, absolute or relative values or a percentage of: revenue, revenue or product growth, net income (pre-or(pre- or after-tax), earnings, earnings per share, stockholders’ equity or return on stockholders’ equity, assets or return on assets, return on risk-adjusted assets, capital or return on capital, return on risk capital, book value or book value per share, economic value-added models or equivalent metrics, operating income, pre- or after-tax income, expenses or reengineering savings, margins, cash flow or cash flow per share, stock price, total shareholder return, market share, debt reduction, net promoter scores, operating efficiency ratios, expense ratios, liquidity ratios, regulatory achievements, or any objective or subjective performance conditions selected by the Compensation Committee.

Prohibition against repricing.The 2019 Plan prohibits any action under the 2019 Plan that would constitute a ”repricing” of any outstanding option or SAR granted under the 2019 Plan, the 2014 Plan, the 2009 Plan or any other plan of the Company or of any acquired company, except with the approval of the stockholders of the Company. The 2019 Plan defines “repricing” to meanmean: (i) any action that constitutes a “repricing” under GAAP or the rules of the NYSE (including any modification or amendment to an outstanding option or SAR that has the effect of reducing its exercise price); (ii) any cancellation of an outstanding option or SAR when its exercise price exceeds its fair market value in exchange for cash; (iii) any cancellation of an option or SAR in exchange for a new option or SAR with a lower exercise price; or (iv) a substitution of a stock award for an option or SAR when its exercise price exceeds fair market value; in each case other than a permitted equitable adjustment.

Prohibition of reload options.The 2019 Plan does not permit the grant of “reload” options.

www.citigroup.com

Table of Contents

116PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE CITIGROUP 2019 STOCK INCENTIVE PLAN

Repayment obligation; right of set-off.If the Compensation Committee subsequently determines that all conditions to vesting and payment of an award, or the vesting and exercisability of an option or SAR, were not satisfied in full, the Compensation Committee may cancel such vesting or exercise and refuse to issue shares and immediately terminate the participant’s rights with respect to such award (or improperly vested portion thereof). If the vesting or exercise of any such award (or portion thereof) has already been settled by delivery of shares or cash, the participant shall be obligated, upon demand, to return the shares or cash (or higher value received at vesting or exercise), to Citi, without reduction for any shares or cash withheld to satisfy withholding tax or other obligations. Consistent with the requirements of Section 409A of the Internal Revenue Code, the 2019 Plan also provides for the set-off of vested awards against obligations a participant may owe to Citi, including but not limited to the obligation to repay improperly vested or exercised awards. Any failure to timely pay tax-related obligations owingowed to Citi in connection with an award may result in its cancellation.

Non-transferability.During the vesting period, awards and sale-restricted shares generally are not transferable other than by will or the laws of descent and distribution.

Adjustments.The 2019 Plan provides that the Compensation Committee shall make appropriate equitable adjustments to the maximum number of shares available for grant under the 2019 Plan and to the annual individual award limits expressed in numbers of shares in the event of any changes to the Company’s capital structure,

Citi 2019 Proxy Statement

Table of Contents

PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN117

including a change in the number of shares outstanding on account of any stock dividend, stock split, reverse stock split, spinoff or any similar equity restructuring, or any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or similar transaction. In the event of any such transaction, or any extraordinary dividend, divestiture, or other distribution (other than ordinary cash dividends) of assets to stockholders, the Compensation Committee shall make appropriate equitable adjustments to the number or kind of shares subject to outstanding awards, the exercise prices of outstanding options and SARs, and performance conditions, to the extent necessary to prevent the enlargement or diminution of participants’ rights.

Change of control.The Compensation Committee may, when an award is made, or at any time prior to, at, or after the time of a “change of control” (as defined below), provide for the adjustment of performance conditions to reflect the change of control, provide for the cancellation of outstanding awards if the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company) replaces the awards with new rights of substantially equivalent value, provide for the acceleration of any time periods or the waiver of any other conditions to vesting, exercise, payment, or distribution of an award upon an involuntary termination of a participant’s employment as a result of a change of control, or provide for the purchase of any award. The vesting, payment, purchase, or distribution of an award, however, may not be accelerated by reason of a change of control for any participant unless the participant’s employment is involuntarily terminated as a result of the change of control. For these purposes, a termination of employment as a result of a change of control means involuntary termination of employment other than for “gross misconduct” (as defined in the 2019 Plan) upon, or on or prior to the first anniversary of, the change of control.

The 2019 Plan defines a “change of control” to mean (i) a person acquiring direct or indirect beneficial ownership of Citigroup Inc. securities representing 30% or more of the combined voting power of then outstanding securities of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board); (iii) a sale, transfer, or distribution of all or substantially all of the assets of Citigroup Inc. or a dissolution or liquidation of Citigroup Inc.; or (iv) consummation of a reorganization, merger, consolidation, or other corporate transaction that results in stockholders of Citigroup Inc. not owning more than 50% of the combined voting power of Citigroup Inc. or other corporation resulting from the transaction.

Tax withholding.Citi retains the right to deduct or withhold, or require the participant to remit to his or her employer, an amount sufficient to satisfy federal, state, local, and foreign taxes (including hypothetical taxes owed to Citi by tax-equalized expatriates) required by law or regulation to be withheld with respect to any taxable event as a result of the 2019 Plan.

Citi 2022 Proxy Statement

Table of Contents

PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE CITIGROUP 2019 STOCK INCENTIVE PLAN117

Voting. Effective August 13, 2021, the 2019 Plan was amended to provide that unless the Compensation Committee determines otherwise, participants who receive awards of stock are generally entitled to direct the voting of the shares underlying their awards on matters submitted to a vote of stockholders. All shares underlying such awards as to which no voting instructions are received are voted proportionately, based on the voting instructions received with respect to all other such shares.

Amendment and termination.The 2019 Plan may be amended, suspended, or terminated by the Compensation Committee at any time, provided that no amendment shall be made without stockholder approval if it would materially increase the number of shares available under the 2019 Plan (other than in connection with an equitable adjustment), materially expand the types of awards available under the 2019 Plan or the class of persons eligible to participate in the 2019 Plan, materially extend the term of the 2019 Plan, materially change the method of determining the exercise price of an option or SAR granted under the 2019 Plan, delete or limit the prohibition against “repricing,” or otherwise require approval by stockholders in order to comply with applicable law or the rules of the NYSE (or principal national securities exchange upon which Citi’s common stock is traded or quoted).

Award modification.The Compensation Committee retains the right to modify outstanding awards without a participant’s prior consent if it determines that the modification is required to comply with applicable law, regulation, or regulatory guidance (including applicable tax law). Subject to certain exceptions, any other modifications, if adverse to a participant, shall not be effective without the participant’s written consent.

www.citigroup.com

Table of Contents

118PROPOSAL 4: APPROVAL OF THE CITIGROUP 2019 STOCK INCENTIVE PLAN

Certain U.S. Federal Income Tax Consequences

The following is a brief summary of the principal U.S. federal income tax consequences relating to stock options granted under the 2019 Plan, based on current U.S. federal income tax laws. This summary does not constitute tax advice and, among other things, does not describe state, local, or foreign tax consequences, which may be substantially different.

Generally, a participant will not recognize taxable income on the grant of a stock option. Upon the exercise of a stock option, a participant will recognize ordinary income in an amount equal to the difference between the fair market value of the Citi common stock received on the date of exercise and the option cost (number of shares purchased multiplied by the exercise price per share). The participant will recognize ordinary income upon the exercise of the option even though the shares acquired may be subject to further restrictions on sale or transferability. Citi will ordinarily be entitled to a deduction on the exercise date in an amount equal to the amount of ordinary income recognized by the participant upon exercise, except as may be specified under Section 162(m) of the Internal Revenue Code. Generally, upon a subsequent sale of shares acquired in an option exercise, the difference between the sale proceeds and the cost basis of the shares sold will be taxable as a capital gain or loss, including any sale of shares freed from sale restrictions to fund the payment of taxes incurred at exercise. The 2019 Plan does not provide for awards of “incentive stock options,” which have different tax consequences under the Internal Revenue Code.

Citi 2019 Proxy Statementwww.citigroup.com

Table of Contents

118119

Stockholder Proposals

Citi makes every effort to be responsive to concerns expressed by our stockholders by engaging in dialogues, participating in issuer/investor working groups, and adopting policies or initiatives we believe to be in the best interests of all stockholders. Over the years, Citi has met with several proponents and other interested parties regarding such issues as gender pay equity, proxy access, human rights, the Company’s response to regulation (Dodd-Frank, credit cards), derivatives,climate change, net zero, racial equity, culture, risk management, auditor rotation, and trade association payments, among others, and has, on certain occasions, as appropriate, taken action in response to these engagements and/or shareholderstockholder votes. For example, in 2019, Citi’s Board of Directors lowered the Special Meeting threshold in response to the stockholder vote at the 2019 Annual Meeting. We encourage our stockholders to communicate with management and the Board. Any stockholder wishing to communicate with management, the Board, or an individual Director, or obtain the addresses of any of the stockholder proponents or their Citi stock ownership information, should send a request to the Corporate Secretary, Rohan Weerasinghe,Brent McIntosh, at 388 Greenwich Street, New York, New York 10013.

Proposal 5

John Chevedden has submitted the following proposal for consideration at the 20192022 Annual Meeting:Meeting.

Proposal 5 – Shareholder Proxy Access Enhancement— Management Pay Clawback Authorization

FORShareholder
Rights

RESOLVED: Stockholders askRESOLVED, shareholders urge the Board of Directors to provide for a General Clawback policy that a substantial portion of annual total compensation of Executive Officers, identified by the board, shall be deferred and be forfeited in part or in whole, at the discretion of directorsBoard, to amend its proxy access bylaw provisionshelp satisfy any monetary penalty associated with any violation of law regardless of any determined responsibility by any individual officer; and that this annual deferred compensation be paid to the officers no sooner than 3 years after the absence of any monetary penalty; and that any forfeiture and relevant circumstances be reported to shareholders in the annual meeting proxy.

This proposal shall apply to the Executive Officers, whether or not they were responsible for any associated documents,monetary penalty. These provisions should operate prospectively and be implemented in a way that does not violate any contract, compensation plan, law or regulation. Executives would be asked to includewaive any provisions applicable to them that might delay implementation of this proposal.

On July 14, 2014, the following changeDepartment of Justice "announced a $7 billion settlement with Citigroup Inc. to resolve ... claims related to Citigroup's conduct in the ... issuance of residential mortgage-backed securities (RMBS) prior to Jan. 1, 2009. The resolution includes a $4 billion civil penalty - the largest penalty to date under the Financial Institutions Reform, Recovery and Enforcement Act (FIRREA) ....

Citigroup acknowledged it made serious misrepresentations to the public." This monetary penalty was borne by Citi shareholders who were not responsible for this unlawful conduct. Citi employees committed these unlawful acts. They did not contribute to this penalty payment, but instead undoubtedly received bonuses.

President William Dudley of the purposeNew York Federal Reserve outlined the utility of decreasingwhat he called a performance bond. "In the average amount of Company common stock the average membercase of a nominating grouplarge fine, the senior management ... would be requiredforfeit their performance bond .... Each individual's ability to holdrealize their deferred debt compensation would depend not only on their own behavior, but also on the behavior of their colleagues. This would create a strong incentive for 3-yearsindividuals to satisfy the aggregate ownership requirements to form a nominating groupmonitor the·actions of their colleagues, and to increase the possible number of proxy access director candidates:

No limitation shallcall attention to any issues .... Importantly, individuals would not be placed on the number of stockholders that can aggregate their shares to achieve the 3% of common stock required to nominate directors under our Company’s proxy access provisions.

Proxy access for shareholders enables shareholders to put competing director candidates on the company ballot to see if they can get more votes than some of management’s director candidates. A competitive election is good for everyone. This proposal can help ensure that our management will nominate directors with outstanding qualifications in order to avoid giving shareholders a reason to exercise their right to use proxy access.

Even if the 20 largest public pension funds were able to aggregate"opt out" of the firm as a way of escaping the problem. If a person knew that something is amiss and decided to leave the firm, their shares, theydeferred debt compensation would not meet the current 3% criteria for a continuous 3-yearsstill be at most companies according to the Council of Institutional Investors. This proposal addresses the situation that our company now has with proxy access potentially for only the largest shareholders who are the least unlikely shareholders to make use of it.

Since no group of shareholders at any U.S. company has yet to make use of proxy access, it is important to make sure that the current limitation of 20 shareholders is not a deterrent to shareholders using proxy access.

A more practical proxy access right would put shareholders in a better position to ask for improvement in our stock price performance of a decline from $71 to $63 in the year leading up to the submittal of this proposal.risk."

Please vote yes:

Shareholder Proxy Access Enhancement –Management Pay Clawback Authorization — Proposal 5

Citi 2022 Proxy Statement

Table of Contents

Stockholder Proposals119

Management Comment

Summary

The proposal requests that the Board adopt a policy providing that payment of a substantial portion of annual total compensation of Citi’s executive officers be deferred for at least three years and forfeited to help satisfy any monetary penalty assessed against Citi associated with any violation of law and that any such forfeited amount be publicly disclosed. Adopting such a policy would be adverse to shareholder interests because of its impact on Citi’s ability to recruit and retain employees.

As background, Citi has had in place for many years a policy of deferring substantial portions of bonus-eligible employees’ compensation for up to four years, and subjecting those deferred amounts to forfeiture, and to clawback, in a range of circumstances. Critically, those circumstances generally involve culpability on the part of the employee. The shareholder proposal would not.

Instead, the shareholder proposal would require executives to bear the cost of monetary penalties associated with any violation of law, even if the executive is not in any way responsible for the violation and without regard to the amount of the penalty. Citi believes that is not consistent with market practices among employers from which Citi recruits its executives, and therefore it would put Citi at a competitive disadvantage in recruiting and retaining key employees.

In addition to being inconsistent with market practices, Citi believes that many current and potential executives would view the shareholder proposal as unfair, just as shareholders view it as unfair that they have to bear the cost of penalties imposed on the corporation for which they have no responsibility. The Board agrees that it’s unfair in both cases. Those responsible for the conduct should be responsible for the consequences, which is how Citi’s compensation program works now. Similarly, for the flip side of that coin, Citi bases its rewards on contributions and performance.

Citi notes that the financial interests of Citi’s executives are in any case extensively aligned with the interests of shareholders, as (1) a substantial portion of executive compensation is directly tied to stock price performance, (2) an additional portion of executive compensation is indirectly tied to stock price performance because it is tied to financial performance, and (3) executives are subject to a stock ownership commitment that requires them to hold a substantial portion of the stock awarded to them as compensation until their retirement.

Important Points to Consider

➢Under Citi’s existing policies for each senior executive, which are consistent with market practices for large financial institutions, incentive compensation not yet paid may be subject to cancellation, and incentive compensation already paid may be subject to clawback if Citi’s Personnel and Compensation Committee (the Committee) determines that such executive:
●engaged in behavior constituting misconduct or exercised materially imprudent judgment that caused harm to any of Citi’s business operations, or that resulted or could result in regulatory sanctions (whether or not formalized);
●failed to supervise or monitor individuals engaging in, or failed to properly escalate behavior constituting, misconduct in accordance with Citi’s policies regarding the reporting of misconduct, or exercised materially imprudent judgment that caused harm to any of Citi’s business operations;
●failed to supervise or monitor individuals engaging in, or failed to properly escalate, behavior that resulted or could result in regulatory sanctions (whether or not formalized);
●had significant responsibility for a “material adverse outcome,” which may be financial or reputational;
●received an award based on materially inaccurate publicly reported financial statements;
●knowingly engaged in providing materially inaccurate information relating to publicly reported financial statements;
●materially violated any risk limits established or revised by senior management and/or risk management; or
●engaged in gross misconduct.

www.citigroup.com

Table of Contents

120STOCKHOLDER PROPOSALSStockholder Proposals

Management Comment

Summary

Citi implemented a progressive proxy access by-law provision for our stockholders in 2015 that is aligned with current best practices, providing stockholders with meaningful and appropriate proxy access rights while taking into account the need to balance enhancing stockholder rights with protecting the interests of all our stockholders. The Board adopted the proxy access by-law provision after careful consideration and engagement with a number of our stockholders. Since our adoption of proxy access, we have had further discussions regarding proxy access with stockholders. Based on their feedback as well as a benchmarking review of proxy access rights adopted by other companies, we continue to believe that our current proxy access structure is the most appropriate for the Company and its stockholders at this time.


➢Because Citi’s Proxy Access By-law is withincurrent clawback provisions and accompanying policies serve the mainstream of other significant U.S. public companies with proxy access rights. Specifically, our By-laws permit a stockholder, or a group of up to twenty stockholders, owning at least three percent of Citi’s outstanding shares of common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting twenty percent of the Board (but no fewer than two nominees), subject to the other procedural requirements specified in our By-laws. In fact, all of the provisions sought by the Proponent, except for the provision permitting an unlimited number of stockholders to aggregate their holdings to nominate candidates, are already included in Citi’s Proxy Access By-law. A recent study published by Sidley Austin LLP summarizes proxy access provisions adopted since January 1, 2015 and, after analyzing 565 provisions, concluded that a nominating group size limit of 20 was by far the most common limit, averaging 93% of the companies surveyed.1 Citi’s Proxy Access provisions, including its group aggregation limit, are in line with best practices among U.S. corporations.
➢The proponent acted as a proxy for the proponent (the “Original Proponent”) of a Proxy Access Stockholder Proposal (the “Original Proposal”) voted on by stockholders at the 2015 annual meeting. The Board supported the Original Proposal after negotiating and agreeing on the terms with the proponent and the Original Proponent and, after stockholders expressed support for the Original Proposal, subsequently amended the By-laws to grant stockholders the right to have stockholder nominees to the Board included in the Company’s proxy materials. The proponent now seeks to change the terms agreed to in 2015. The Proposal requests the following change to Citi’s Proxy Access By-law: no limitation on the number of stockholders that can aggregate their shares to achieve the 3% of common stock required to nominate directors. Management believes that the change put forth in the Proposal is not in the best interests of Citi’s stockholders.
✓Allowing a limited number of holders, who own a meaningful interest in the Company for a reasonable period of time, to act as a group strengthens the principle that we believe is shared by most of our stockholders–the right to nominate a director using the Company’s proxy statement should be available only forthose who have a sufficient financial stake in the Company to cause their interests to be aligned with the interests of our stockholders.
✓The existing limit on the number of holders who can aggregate their shares creates a reasonable limitation that will control the administrative costs for Citi. In the absence of a reasonable limitation, orsame objectives as the proposal requests–no limitation, on the number of stockholdersby providing very substantial incentives for executives to deter bad behavior, but do so in a group,manner consistent with competitors’ approaches, and therefore better enable Citi could be required to make burdensomerecruit and time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals

Board Recommendation

Because Citi has adopted progressive proxy access by-law provisions that serve the best interests of the Company and our stockholders and is in line with best practices among Citi’s peers and the vast majority of large cap companies, adoption of the stockholder proposal is not necessary or appropriate; thereforeretain talent, the Board recommends a voteAGAINSTthis Proposal 5.

     

1Sidley Austin LLP,Proxy Access – The Latest on Proxy Access, January 11, 2019. https://www.sidley.com/-/media/update-pdfs/2019/01/20190111-corporate-governance-update.pdf

Proposal 6

Kenneth Steiner has submitted the following proposal for consideration at the 2022 Annual Meeting.

Proposal 6 — Independent Board Chairman

FORShareholder
Rights

The shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.

The Chairman shall not be a former CEO of the company.

This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in 2020. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman.

A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of the lead director duties to the CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.

The lack of an independent Board Chairman is an unfortunate way to discourage new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would not stand up to effective oversight.

Please vote yes:

Independent Board Chairman — Proposal 6

Citi 20192022 Proxy Statement

Table of Contents

STOCKHOLDER PROPOSALSStockholder Proposals121

Proposal 6Management Comment

AFL–CIO Reserve FundSummary

Since 2009, Citi has submittedhad an independent Chair separate from the following proposal for considerationCEO. The Board firmly supports having an independent Director in a Board leadership position at all times. As such, Citi’s Board, on December 15, 2009, adopted a By-law amendment which provides that if Citi does not have an independent Chair, the 2019 Annual Meeting:

RESOLVED: ShareholdersBoard will elect an independent Lead Director having similar duties to an independent Chair, including leading the executive sessions of Citigroup Inc. (the “Company”) requestthe non-management Directors at Board meetings. Citi’s Board has determined that the Board of Directors adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service (a “Government Service Golden Parachute”).

For purposes of this resolution, “equity-based awards” include stock options, restricted stock and other stock awards granted undercurrent structure, an equity incentive plan. “Government service” includes employment with any U.S. federal, state or local government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any electoral campaign for public office.

This policy shall be implemented so as not to violate existing contractual obligations or the terms of any compensation or benefit plan currently in existence or approved by shareholders on the date this proposal is adopted, and it shall apply only to equity plans or plan amendments that shareholders approve after the date of the 2019 annual meeting.

Supporting Statement:

Our Company provides its senior executives with vesting of equity-based awards after their voluntary resignation of employmentindependent Chair separate from the Company to pursueCEO, is the most appropriate structure at this time, while ensuring that, at all times, there will be an independent Director in a career in government service. In other words, our Company givesBoard leadership position. Since Citi’s Board has adopted a “golden parachute” for entering government service. Although the Company’s current named executive officers may have attained the “rule of 60” under which deferred stock awards continue to vest on schedule, future named executive officers and other senior executives may be able to take advantage of this golden parachute.

At most companies, equity-based awards vest over a period of time to compensate executives for their labor during the commensurate period. If an executive voluntarily resigns before the vesting criteria are satisfied, unvested awards are usually forfeited. While government service is commendable, we question the practice of our Company providing continued vesting of equity-based awards to executives who voluntarily resign to enter government service.

The vesting of equity-based awards over a period of time is a powerful tool for companies to attract and retain talented employees. But contrary to this goal, our Company’s award agreements contain a “Voluntary Resignation to Pursue Alternative Career” clauseframework that provides for either an independent Chair or an independent Lead Director, the continued vesting of restricted stock of executives who voluntarily resignBoard believes that this Proposal is not necessary.

Important Points to pursue a government service career.Consider

In last year’s proxy statement, the Company responded to this proposal by stating its desire to facilitate “some degree of parity between private and public sector employment” because “unvested awards are typically replaced with new awards by a new private sector employer.” In our view, it is simply not appropriate for our Company’s employees who choose to enter government service to be “bought out” in this way.

We believe that compensation plans should align the interests of senior executives with the long-term
➢As required by Citi’s By-Laws, the Board elects its Chairman annually, and, for each of the last 11 years, the Board has elected an independent director to serve as Board Chair. Citi’s By-laws ensure that there will be an independent member of the Board in a leadership position at all times. Rather than formally separating the roles of CEO and Chairman, it is in the best interests of Citi’s shareholders to retain flexibility to determine the optimal leadership structure at any given time, while ensuring that an independent board member oversees the Board. The Board values the flexibility of selecting the structure of leadership best suited to meet the needs of the Company and its shareholders.
➢If the roles of Chairman and CEO are combined, Citi’s Guidelines provide that the Board will designate a lead director from among the independent directors. As set forth in the Guidelines, the duties of the independent Lead Director and the non-executive chair include, but are not limited to, the following functions:

✓presiding at all meetings of the Company. We oppose compensation plansBoard at which the Chair is not present, including executive sessions of the independent Directors;
✓serving as liaison between the Executive Chair and the independent Directors;
✓approving information sent to the Board;
✓approving meeting agendas for the Board;
✓approving meeting schedules to assure that provide windfallsthere is sufficient time for discussion of all agenda items; and
✓having the authority to executives that are unrelated to their performance. For these reasons, we question how our Company benefits from providing Government Service Golden Parachutes. Surely our Company does not expect to receive favorable treatment from its former executives?

call meetings of the independent Directors.
➢Citi has an empowered independent Board that provides oversight. As previously noted, Citi has had an independent Chair since 2009. Thirteen of the Board’s fifteen current directors, and 100% of each of the Board’s Audit Committee; Nomination, Governance and Public Affairs Committee; and Personnel and Compensation Committee satisfy the independence standards of the NYSE, Citi’s independence standards, and other regulatory independence requirements. Moreover, the Board holds executive sessions of its independent directors throughout the year, at which the independent Chair presides.

The shareholder proposal is unnecessary given the current framework the Board has in place to ensure independent leadership for the Board at all times and could restrict the Board’s decision-making ability and limit the options available to the Board in structuring effective leadership; therefore the Board recommends a vote AGAINST this Proposal 6.

www.citigroup.com

Table of Contents

122STOCKHOLDER PROPOSALS

Management CommentProposal 7

SummaryThe Sisters of St. Joseph, Missionary Oblates of Mary Immaculate, Monasterio Pan de Vida, and The Sisters of St. Francis of Philadelphia have submitted the following proposal for consideration at the 2022 Annual Meeting.

Citi’s deferred compensation programs, like thoseResolved: Shareholders request that the Board of many other companies, include provisionsDirectors provide a report to shareholders, at reasonable cost and omitting proprietary and confidential information, outlining how effective Citigroup’s policies, practices, and performance indicators are in respecting internationally recognized human rights standards for Indigenous Peoples’ rights in its existing and proposed general corporate and project financing.

Whereas: Internationally-recognized standards for Indigenous Peoples’ rights are the UN Declaration on the Rights of Indigenous Peoples and International Labour Organization Convention 169 concerning Indigenous and Tribal Peoples in Independent Countries.1 Violation of the rights of Indigenous Peoples presents risks for Citigroup that alter an award’s regular forfeiture conditionscan adversely affect shareholder value, including reputational damage, project delays and providedisruptions, litigation, and criminal charges.2 As a cofounder of the Equator Principles (EPs) in 2003, Citigroup was a leader in committing to only finance projects by borrowers who exhibit social and environmental responsibility.3 The company faces reputational risk if it finances projects that conflict with its own commitments. Despite contributing to EP enhancements in 2019 after its failure to respect Indigenous Rights as a lead financier of the Dakota Access pipeline (DAPL), Citigroup is providing over $5 billion in financing for vesting in a rangethe Enbridge Line 3 tar sands pipeline expansion “Line 3”.4

Similar to DAPL, Line 3 poses significant risks to the land, water, and cultural rights of circumstances (e.g., terminationseveral Anishinaabe tribes. The expansion violates numerous rights of employment on accountIndigenous Peoples as protected by international law, including the rights to free, prior, and informed consent (FPIC); health; culture; religion; security; and assembly.5 In particular, Line 3 threatens access to and health of death, disability, involuntary termination not for cause, and upon meeting certain retirement-type age and service provisions). The alternative career provision,manoomin or wild rice, which is available to all employees who are eligible for deferred compensation awards (not just senior executives), is one of these exceptions. Under the alternative career provision, an employee who is not eligible for retirement may resign to work full-time in a paid career in government service, for a charitable institution, or as a teacher at an educational institution, and have his/her awards continue to vest on schedule. (A retirement-eligible employee may work for such employers and continue to vest regardless of the alternative career provision.) We believe that the alternative career provision, like other exceptionscentral to the vesting conditionssurvival of our programs, helps us attract talented employees,Anishinaabe culture.6 The pipeline, with estimated emissions equivalent to 50 coal plants, significantly contributes to climate change, disparately affecting Tribes.7 Enbridge and its partners have consistently failed to meet the international standard of FPIC as well as domestic standards of consultation with the Anishinaabe.8

In response to protests against DAPL at Citigroup’s 2017 annual meeting, the former board chairman wished Citigroup “could have a do-over on this.”9 Line 3 presents similar material risks as DAPL, which iswas estimated to incur over $7.5 billion in costs due to material social risks.10 Line 3 has a goal that furthers both our long-term business objectiveshistory of ruptures and benefits stockholders at minimal cost.spills, most recently spilling approximately 10,000 gallons of drilling fluid between July and August 2021.11 The project has been the subject of numerous lawsuits, including challenges to the Clean Water Act permit and tribal court litigation on the natural rights of manoomin.12

Important PointsFurthermore, militarized response to Considerprotests and alleged violation of constitutional rights exposes Citigroup to reputational and litigation risk.13 Enbridge has reimbursed U.S. law enforcement over $2 million for policing protests against the construction of Line 3.14 There have been over 900 arrests, citations, and charges levied against Water Protectors, as well as harassment, surveillance,15 instances of sex trafficking, and violence against women.16

➢1Adopting a policy that erodes the features of an incentive program intended to attract and retain talented employees would be detrimental to Citi’s long-term business objectives. The alternative career provision is necessary to remain competitive for talent in the financial services industry, as it is an element of our peers’ programs. It is not an executive perk; it is a component of our broader-based incentive programs covering about 8,300 employees globally.https://www.un.org/development/desa/indigenouspeoples/declaration-on-the-rights-of-indigenous-peoples.html ; https://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO::P12100_INSTRUMENT_ID:312314
➢2The alternative career provision operates at minimal cost to Citi and its stockholders, despite broad eligibility. As of December 5, 2017, only eight participants globally, none of whom were executive officers, were vesting on schedule by reason of the provision.https://www.colorado.edu/program/fpw/sites/default/files/attached-files/social_cost_and_material_loss_0.pdf
➢3The proponent asserts in the supporting statement of its Proposal that “Our Company provides its senior executives with vesting of equity-based awards after their voluntary resignation of employment from the Company to pursue a career in government service.” The provision is not relevant to most of Citi’s current executive officers (including the five executive officers who were named executive officers in Citi’s 2018 Proxy Statement). Due to their service to Citi, these executive officers will continue to vest on schedule after resignation as long as they do not work for a “significant competitor.” Consequently, even if these executive officers were to leave Citi for government service, the provision would not apply to them. Moreover, no executive officer has resigned and continued to vest in his or her awards by reason of the provision in the last 10 years.https://www.citigroup.com/citi/sustainability/evolution.htm
➢4The provision does not result in a “windfall” to employees as they have earned the awards for services already performed. Furthermore, Citi’s deferred incentive awards are subject to business-based performance conditions during the vesting period and to meaningful clawback provisions in the event of misconduct or other specified negative circumstances. Accordingly, awards that vest on schedule by reason of alternative career or other reasons are still subject to important conditions for receipt. These clawback provisions and business-based performance vesting conditions provide for alignment of stockholder and employee interests after termination of employment during the vesting period.https://www. ran.org/wp-content/uploads/2020/12/RAN-Briefing_Line3_KXL.pdf
➢5The proponent alludes to the proposition that the goal of the alternative career provision is to enable Citi to influence government policymakers. The purpose of the government service component of the provision is not to allow Citi executives to influence government–it is to encourage public service at all employment levels at Citi.

Board Recommendationhttps://www.colorado.edu/program/fpw/sites/default/files/attached-files/cerd_request_line_3_pipeline.pdf

The alternative career provision advances stockholder interests by enabling Citi to attract and retain talented employees; adopting this Proposal would put Citi at a competitive disadvantage and could harm the Company and its employees; therefore the Board recommends a voteAGAINST this Proposal 6.

6https://static1.squarespace.com/static/58a3c10abebafb5c4b3293ac/t/5bea2acc89858370442dec08/1542073038236/fa%20ctsheet+TREATY+RIGHTS.pdf
7https://mn350.org/giant-step-backward/
8https://tbinternet.ohchr.org/Treaties/CERD/Shared%20Documents/USA/INT_CERD_ALE_USA_9448_E.pdf
9https://www.reuters.com/article/us-citigroup-shareholder-meeting/citi-meeting-protest-prompts-apology-on-pipeline-finance-steps-idUSKBN17R20Y
10https://www.colorado.edu/program/fpw/sites/default/files/attached-files/social_cost_and_material_loss_0.pdf

Citi 20192022 Proxy Statement

Table of Contents

STOCKHOLDER PROPOSALS123

Proposal 7

Kenneth Steiner has submitted the following proposal for consideration at the 2019 Annual Meeting:

Proposal 7 – Special Shareholder Meetings

Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 15% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.

Special shareholder meetings allow shareholders to vote on important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison. This proposal topic, sponsored by William Steiner, also won 78% support at a Sprint annual meeting with 1.7 Billion yes-votes. Nuance Communications (NUAN) shareholders gave 94%-support in February 2018 to a rule 14a-8 proposal calling for 10% of shareholders to call a special meeting.

This proposal topic won majority support at the 2011 Citigroup annual meeting and also 49.9% support at the 2018 Citigroup annual meeting. Both these votes would have been higher if all shareholders had access to independent proxy voting advice.

Our current higher 25%-threshold for shareholders to call a special meeting may be unreachable due to time constraints and the detailed technical requirements that can easily trigger disqualifying errors by shareholders.

Any claim that a shareholder right to call a special meeting can be costly – may be moot. When shareholders have a good reason to call a special meeting – our board should be able to take positive responding action to make a special meeting unnecessary.

Shareholder proposals such as this have taken a leadership role to improve the corporate governance rules of our company. For instance Citigroup adopted shareholder proxy access after James McRitchie submitted a proxy access proposal in 2014 and 2015.

Please vote yes:

Special Shareholder Meetings – Proposal 7


11https://minnesotareformer.com/2021/08/16/enbridge-line-3-drilling-fluid-spills-what-we-know-so-far/
12https://www.hcn.org/articles/latest-justice-wild-rice-sues-to-stop-oil-pipeline#:~:text=It%20declared%20that%20within%20White,%2C%20recovery%2C%20and%20preservation.%E2%80%9D
13https://www.promisehumanrights.blog/blog/2021/10/oil-flows-as-lawsuits-continue-over-enbridges-line-3-pipeline
14https://www.theguardian.com/uk-news/2021/oct/05/line-3-pipeline-enbridge-paid-police-arrest-protesters
15https://theintercept.com/2021/08/07/minnesota-pipeline-line-3-public-records/
16https://minnesotareformer.com/2021/03/08/shelter-reports-assaults-harassment-linked-to-line-3-pipeline-workers/ ; https://www.vice.com/en/article/g5gkpw/four-enbridge-pipeline-workers-linked-to-sex-trafficking-minnesota

Management Comment

Summary

The Proposal requests that Citi supports stockholders havingprepare a report to shareholders outlining how effective Citigroup’s policies, practices, and performance indicators are in respecting internationally recognized human rights standards for Indigenous Peoples’ rights in its existing and proposed general corporate and project financing. In the rightsupporting statement to call a special meeting,the Proposal, the proponent states that Citi is purportedly providing $5 billion in financing to the Enbridge Line 3 pipeline expansion, which is whya grossly inaccurate statement. Citi has not provided any project-related financing to the Enbridge Line 3 project and our capital extended to the entire portfolio of oil and gas storage and transportation sub-sector across numerous clients was only ~$7.17 billion in total at 2021 year-end (as disclosed on p. 53 of our 2021 Task Force on Climate-related Financial Disclosures Report: Citi’s By-laws already provided stockholders that own at least 25%Approach to Climate Change and Net Zero), with no one client comprising anywhere close to a majority of the outstanding sharesportfolio. Nonetheless, in sensitive sectors such as oil and gas, Citi reviews client portfolios to benchmark environmental and social policies and practices as well as potential “Areas of the company’s common stock the powerHigh Caution” such as Indigenous Peoples risks that trigger enhanced due diligence and engagement. Citi regularly engages with Enbridge on their environmental impact analysis, community consultation, Indigenous engagement and cultural heritage policies and processes to call a special meetingevaluate implementation of stockholders. In responseresponsible practices.

Important Points to the vote at the 2018 Annual Meeting on a proposal to lower the threshold to 15%, which did not pass but received significant shareholder support, the Board, taking into account the vote result, input from institutional investors and peer thresholds, has carefully considered the appropriate ownership threshold to call a special meeting and amended Citi’s By-laws to lower the threshold to 20%. The 20% threshold aligns Citi with many of its peers and strikes an appropriate balance between the right of shareholders to call a special meeting and the interests of Citi and our stockholders in promoting the appropriate use of Company resources. Given the number of outlets stockholders have to express their concerns, Citi believes that the adjustment to the 20% threshold properly addresses shareholder concerns, without providing undue power to a small minority of stockholders.Consider

➢Citi has demonstrated a commitment to environmental sustainability and human rights since 2003 through its Environmental and Social Risk Management (“ESRM”) Policy. This official Company policy sets forth standards for how the Company assesses its clients’ management of impacts on the environment (such as biodiversity, pollution control, climate) and society (such as employee health and safety, human rights of local communities and Indigenous Peoples), etc. As part of Citi’s commitment to the communities in which it works, in 2018 the Company updated its ESRM Policy to strengthen and expand its Area of High Caution on Indigenous Peoples globally. The ESRM Policy incorporates the International Finance Corporation (IFC) Performance Standards and the Equator Principles, a leading financial sector risk management framework for project related finance that Citi helped to co-found in 2003. Both of these frameworks cover aspects of human rights, particularly stakeholder engagement, labor issues and the rights of Indigenous Peoples.
➢Citi has long been engaged on human rights issues. In 2007, Citi became the first major U.S. bank to publish a Statement on Human Rights which has been updated as needed over time to reflect evolving market practice. Citi’s Statement publicly affirms its commitment to respecting the fundamental human rights in the Universal Declaration on Human Rights and the International Labour Organization core conventions as well as supporting the United Nations Guiding Principles on Business and Human Rights. Our most recent update of the Statement expanded the list of salient human rights issues across the Company’s value chain that it closely monitors. The Statement describes how the Company monitors and responds to human rights issues related to the Company’s business operations, including its employees’ human rights and those of its suppliers’ workers, as well as those related to its clients’ activities. Citi has in fact been recognized as a “leader” in integrating respect for human rights into its business by civil society organizations. To review our Statement on Human Rights and other ESRM Policy-related information, please visit the “Environmental and Social Information” on Citi’s website.

www.citigroup.comww.citigroup.com

Table of Contents

124STOCKHOLDER PROPOSALS

Important Points to Consider


➢Special meetingsTo promote its commitment to sustainability, the Board has delegated authority to the Nomination, Governance and Public Affairs Committee to “receive reports from and advise management on the Company’s sustainability policies and programs, including the environment, climate change and human rights” and to review “the Company’s policies and programs that relate to public issues of stockholders should only be called if a reasonably large proportion of Citi’s stockholders determine that a meeting is necessary for extraordinary events that only occur when fiduciary obligations or strategic concerns require that matters be addressed on an accelerated basis rather than waiting untilsignificance to the next annual meeting. Citi amended the threshold to 20% and believes it is a reasonable threshold in order to prevent unnecessarily frequent special meetings. The 20% ownership threshold strikes the appropriate balance between the right of stockholders to call a special meeting in appropriate circumstancesCompany and the substantial administrativepublic at large . . . and financial burdens that special meetings can impose on our Company. The 20% threshold requires large and small stockholdersadvise management as to work together to bring an important matter to the general stockholder population through a special meeting.its approach.”
➢Holding a special meeting of our stockholders would be a costly undertaking, involve substantial planning, and require us to commit significant resources and attention to the legal and logistical elements of such a meeting. Due to these costs, we believe that it is essential that this right be limited in the manner provided by the 20% threshold. The company’s stockholders should only have to bear such expenses and ourCiti’s Board and management should divert attention away from overseeingare committed to working together to continue to advance the company’s commitment to human rights. Over the past couple of years, Citi has been proud of the initiatives we have supported, which include the expansion of the Statement on Human Rights; enhancing our ESRM Policy due diligence approach to financing of projects with potential Indigenous Peoples impacts and runningleading similar enhancements to the business only when a significant percentage of stockholders agree thatEquator Principles framework; our annual reporting on our efforts to combat modern slavery through an annual U.K. Modern Slavery Act Statement; raising our minimum wage globally; and addressing gender and minority pay equity gaps, among others. These and other initiatives are disclosed in our annual Environmental, Social, and Governance Report, which details our efforts in human rights as it is worth doing so. If fewer than 20% ofrelates to inclusive growth, an inspired workforce, and our stockholders think a special stockholder meeting is required, we believe there is insufficient reason to hold one, particularly when there are other avenues for stockholders to express concerns regarding Citi.ethical and responsible standards.
➢The Proponent’s concern appearsProposal rightly highlights Citi’s leadership in developing the Equator Principles (“EP”), industry standards in environmental and social risk management in project-related finance, as well as our leadership role in strengthening EP due diligence requirements for financing projects with impacts to beIndigenous Peoples – leading to strengthened practices across the market. However, despite this recognition, the proponents fail to acknowledge that the currentEPs apply only to project-related loans where banks have increased risk and leverage, and do not apply to general corporate purpose financings. In addition, Citi’s ESRM Policy goes beyond minimum ownership thresholdEP requirements and commits to callenhanced due diligence on transactions and clients with Indigenous Peoples risks under the Areas of High Caution part of our policy even when we are not directly financing a special meeting of the Company’s stockholders unduly restricts or limits stockholders’ ability to call a special meeting of stockholders. The Board, taking into account peer thresholds, the 2018 vote of shareholders on this proposal, alternatives Citi’s shareholders have for expressing their concerns, and the input of institutional investors, lowered the ownership threshold to call a special meeting of stockholders to 20%.
➢The concerns of stockholders who might want to call a special meeting but who cannot garner the support of 20% of the Company’s stockholders have alternatives for expressing their concerns:
✓Stockholders of Citiproject. While banks do not have the abilitysame project-level leverage in general corporate finance, we still review and engage clients when these Areas of High Caution are present. Enbridge is a Citi client where our relationship provides general corporate purposes financing across a number of subsidiaries. Citi regularly engages with Enbridge on their environmental impact analysis, community consultation, Indigenous engagement and cultural heritage policies and processes to act by written consent;
✓Citi’s Board has adopted a proxy access by-law that enables stockholders to include up to two director candidates in Citi’s Proxy Statement;
✓Stockholders have ample opportunity to express their concerns at the Company’s Annual Meeting, or, alternatively, in writing, by following the instructions on page 42evaluate implementation of this Proxy Statement; and
✓Stockholders can communicate directly with our Board and management.responsible practices.

Board Recommendation

In response toThe report requested by the vote at Citi’s 2018 Shareholder meeting, Citi’s Board of Directors loweredProposal is unnecessary as our current practices effectively address the threshold to 20% to call a special meeting; this provides stockholders with assurance that a reasonable number of stockholders consider a matter important enough to merit a special meeting;
primary concerns outlined in the Proposal; therefore, the Board recommends a that you
voteAGAINSTthis Proposal 7.

   

Proposal 8

Harrington Investments, Inc. and Boston Common Asset Management have submitted the following proposal for consideration at the 2022 Annual Meeting.

Ending New Fossil Fuel Financing

Resolved: Shareholders request that the Board of Directors of Citigroup adopt a policy by the end of 2022 committing to proactive measures to ensure that the company’s lending and underwriting do not contribute to new fossil fuel supplies inconsistent with fulfilling the IEA’s Net Zero Emissions by 2050 Roadmap and the United Nations Environmental Program Finance Initiative recommendations to the G20 Sustainable Finance Working Group for credible net zero commitments.

Supporting Statement

Citigroup, as a member of the Net Zero Banking Alliance (NZBA), commits to align financing with a maximum temperature rise of 1.5 degrees Celsius.1 To close the gap between words and action, a change in policy is needed on financing of fossil fuel exploration and development.

Citi 20192022 Proxy Statement

Table of Contents

STOCKHOLDER PROPOSALS125

The United Nations Environmental Program Finance Initiative (UNEPFI), which convenes the NZBA, published an Input Paper to the G20 Sustainable Finance Working Group which defines credible net zero commitments of financial institutions, including: “A financial institution establishing a net-zero commitment should begin aligning with the required assumptions and implications of IPCC 1.5°C no/low overshoot pathways as soon as possible….All no/low overshoot scenarios indicate an immediate reduction in fossil fuels, signaling that investment in new fossil fuel development is not aligned with 1.5°C.”2 The International Energy Agency (IEA) has concluded, “There is no need for investment in new fossil fuel supply in our net zero pathway.”3

Citigroup has not committed to end funding of fossil fuel expansion. It reportedly recently financed an expanding coal operation in Russia. In September 2021 Bloomberg reported that Russia’s largest coal producer and coal plant operator, JSC SUEK, had mandated nine banks, including Citigroup, for a bond issuance with a 5-year maturity.4 JSC SUEK produces over 100 million tons of coal per year. It is expanding coal mining operations for an additional 25 million tons per year. SUEK’s coal exports are set for expansion by around 28 million tons per year.

An observer noted, “SUEK plays a central, if not THE central role in Russia’s scheme to profit as much as possible from the coal industry before the fossil era ends. It is outrageous that US and German banks are still helping to raise money for one of the world’s largest coal companies only two months before COP26 in Glasgow.”5

Ernst-Jan Kuiper of BankTrack added: “The participation of US and German banks in this bond issuance is particularly surprising given their net-zero pledges…. we need to see more from banks than signing showy net-zero initiatives.”

Financing of new oil and gas exploration and development is also inconsistent with the global goals. A study in Nature that found oil and gas production needs to fall by 3% each year until 2050 to meet the goals of the Paris Agreement.6

1https://www.unepfi.org/wordpress/wp-content/uploads/2021/04/UNEP-FI-NZBA-Commitment-Statement.pdf
2https://g20sfwg.org/wp-content/uploads/2021/10/2021-UNEP-FI.-Recommendations-for-Credible-Net-Zero-Commitments.pdf, at 15.
3https://www.iea.org/reports/net-zero-by-2050
4Bloomberg Terminal: https://blinks.bloomberg.com/news/stories/QYRCFLDWLU6U(link is external) Public Source: Anthropocene Fixed Income Institute, https://anthropocenefii.org/afii-suek-bofa-citi-cmzb(link is external)
5Urgewalt spokesperson.
6https://www.nature.com/articles/s41586-021-03821-8

Management Comment

Summary

The Proposal requests that the Board adopt a policy “committing to proactive measures to ensure that the company’s lending and underwriting do not contribute to new fossil fuel supplies inconsistent with fulfilling the IEA’s Net Zero Emissions by 2050 Roadmap and the United Nations Environmental Program Finance Initiative recommendations to the G20 Sustainable Finance Working Group for credible net zero commitments.” In 2021 Citi made a commitment to net zero emissions by 2050, and in January 2022 Citi published ambitious and climate science-based 2030 emissions reduction targets for its Energy and Power loan portfolios; the Energy target was developed using the International Energy Agency (IEA) Net Zero Emissions by 2050 scenario, and the Power target was developed using a similar IEA scenario. Citi’s recent net zero plan and 2030 targets are more specific than what the Proposal advocates for, which is a blanket commitment to not finance Energy companies. The Proposal also fails to take into account dynamics that are important to consider as part of a comprehensive strategy to assist in the transition to a net zero economy. Cutting off clients’ access to lending and investment banking services immediately, as opposed to helping drive an orderly low carbon transition over time, could have significant negative consequences for Citi, its customers and its shareholders, as well as many communities in the U.S. and globally. Such drastic action also may not result in reduced global greenhouse gas (GHG) emissions, as these client relationships could shift to other financial institutions that are not committed to helping companies transition.

www.citigroup.com

Table of Contents

126STOCKHOLDER PROPOSALS

Important Points to Consider

➢Citi’s commitment to net zero transition:
In March 2021, Citi announced its commitment to net zero GHG emissions by 2050 and in January 2022 published its initial net zero plan related to this important commitment including interim emissions targets for 2030 for the Citi’s Energy and Power portfolios. These targets are ambitious, based on climate science, and will be achieved based on an implementation strategy that is focused on helping our clients to transition. Citi believes that the combination of ambitious net zero targets combined with a focus on helping its clients to transition is a better approach than terminating clients.
➢Citi’s engagement with clients:
Citi and many of its clients recognize the significance of the collective effort needed to address our global climate challenges. Many clients have committed or are expected to commit to plans and targets to adapt their business models. Citi believes that it can support these clients and others as they make these fundamental shifts to their businesses in the coming years. Citi has expertise that it believes it can use to responsibly support these companies in this process. The Proposal, however, assumes, that terminating lending and underwriting relationships is the best strategy to fulfill the IEA’s Net Zero Emissions by 2050 Roadmap, and refers in their supporting statement to the United Nations Environmental Program Finance Initiative (“UNEP FI”) Recommendations for Credible Net-Zero Commitments from Financial Institutions. In fact, the UNEP FI recommendations acknowledge that immediate divestment is not necessarily the right approach for achieving net zero goals. Further, the UNEP FI recommendations acknowledge that methodologies for portfolio emission reductions can be “measured and deployed through a variety of approaches (methodologies and metrics), all of which are still evolving.”
➢Environmental and Social Risk Management:
Citi has a long-standing Environmental and Social Risk Management (ESRM) Policy, which has added in recent years specific sector approaches, including for thermal coal mining and coal-fired power. Notably, in 2020 and 2021, we updated our ESRM sector approaches to establish phase out targets for financing of thermal coal mining companies by 2025 and 2030; we updated our coal-fired power approach to set expectations that our coal-fired power clients transition in alignment with the Paris Agreement; and set project-related financing prohibitions for new thermal coal mines, new coal-fired power plants, and Arctic oil and gas exploration and development. The Energy sector, however, must continue to provide access to energy while transitioning to zero and low-carbon emissions. Citi’s approach to the decarbonization of its Energy loan portfolio is focused on helping clients accelerate this transition.

Citi has already substantially achieved the objectives of the Proposal with the establishment of its net zero commitment and release of 2030 emissions reductions targets for Energy and Power. The Proposal includes a similar but more general request related to the commitment that Citi has already made, but does not reflect the level of quantitative and science-based analysis necessary to manage these loan portfolios to net zero emissions. Therefore, the Board recommends a vote AGAINST this Proposal 8.

Proposal 9

National Center for Public Policy Research has submitted the following proposal for consideration at the 2022 Annual Meeting.

Civil Rights and Non-Discrimination Audit Proposal

Resolved: Shareholders of Citigroup Inc. (“the Company”) request that the Board of Directors commission a non-discrimination audit, together with or independent of an already announced racial-equity audit,1 analyzing the Company’s impacts on civil rights and non-discrimination for all Americans, and the impacts of those issues on the Company’s business. The audit may, in the Board’s discretion, be conducted by an independent and unbiased third party with input from civil-rights organizations, employees, communities in which the Company operates and other stakeholders, of all viewpoints and perspectives. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on the Company’s website.

Citi 2022 Proxy Statement

Table of Contents

STOCKHOLDER PROPOSALS127

Supporting Statement: Tremendous public attention has focused on workplace and employment practices. All agree that employee success should be fostered and that no employees should face discrimination, but there is much disagreement about what non-discrimination means.

Concern stretches across the ideological spectrum. Some have pressured companies to adopt “anti-racism” programs that seek to establish “racial equity,” which appears to mean the distribution of pay and authority on the basis of race, sex, orientation and ethnic categories rather than by merit.2 Where adopted, however, such programs raise significant objection, including concern that the “anti-racist” programs are themselves deeply racist and otherwise discriminatory.3

Many companies have been found to be sponsoring and promoting overtly and implicitly discriminatory employee-training and other employment and advancement programs, including Bank of America, American Express, Verizon, Pfizer and CVS.4 Citigroup’s recent commitment to “anti-racism” presents similar concerns.

This disagreement and controversy creates massive reputational, legal and financial risk. If the Company is, in the name of equity, diversity and inclusion, committing illegal discrimination against employees deemed “non-diverse,” then the Company will suffer in myriad ways – all of them both unforgivable and avoidable.

In developing the audit and report, the Company should consult civil-rights groups – but it must not compound error with bias by relying only on left-leaning civil-rights groups. Rather, it must consult groups across the viewpoint spectrum. This includes right-leaning civil rights groups representing people of color, such as the Woodson Center5 and Project 21,6 and groups that defend the civil rights and liberties of all Americans, not merely the ones that many companies label “diverse.” All Americans have civil rights; to behave otherwise invites disaster.

Similarly, when including employees in its audit, the Company must allow employees to speak freely without fear of reprisal or disfavor, and in confidential ways. Too many employers have initiated discriminatory programming that itself chills contributions from employees who disagree with the premises of the programming, and then have pretended that the employees who have been empowered to express themselves by the programming represent the true and only voice of all employees. This by itself creates a deeply hostile workplace for some groups of employees, and is both immoral and likely illegal.

1

https://blog.citigroup.com/2021/10/citi-will-conduct-a-racial-equity-audit/

2

https://www.sec.gov/Archives/edgar/data/1048911/000120677421002182/fdx3894361- def14a.htm#StockholderProposals88; https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/asyousownike051421-14a8-incoming.pdf; https://www.sec. gov/divisions/corpfin/cf-noaction/14a-8/2021/nyscrfamazon012521-14a8-incoming.pdf; https://www.sec.gov/Archives/edgar/ data/1666700/000119312521079533/d108785ddef14a.htm#rom1 08785_58

3

https://www.americanexperiment.org/survey-says-americans-oppose-critical-race-theory/; https://www.newsweek.com/ majority-americans-hold-negative-view-critical-race-theory-amid-controversy-1601337; https://www.newsweek.com/coca-cola-facing-backlash-says-less-white-learning-plan-was-about-workplace-inclusion-1570875; https://nypost.com/2021/08/11/ american-express-tells-its-workers-capitalism-is-racist/; https://www.city-journal.org/verizon-critical-race-theory-training

4

https://www.city-journal.org/bank-of-america-racial-reeducation-program; https://www.city-journal.org/verizon-critical-race-theory-training; https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/; https://www. foxbusiness.com/politics/cvs-inclusion-training-critical-race-theory; https://www.msn.com/en-us/money/other/pfizer-sets-race-based-hiring-goals-in-the-name-of-fighting-systemic-racism-gender-equity-challenges/ar-AAOiSwJ.

5

https://woodsoncenter.org/

6

https://nationalcenter.org/project-21/

Management Comment

Summary

The Proposal requests that “the Board of Directors commission a non-discrimination audit, together with or independent of an already announced racial equity audit, analyzing the Company’s impacts on civil rights and non-discrimination for all Americans, and the impacts of those issues on the Company’s business.” The Supporting Statement expresses a concern that anti-racism programs are themselves deeply racist, and states that Citi’s commitment to anti-racism presents concerns that Citi is “sponsoring and promoting overtly discriminatory and implicitly discriminatory employee-training and other employment and advancement programs” against what it terms “non-diverse” employees.

www.citigroup.com

Table of Contents

128STOCKHOLDER PROPOSALS

Citi disagrees with the proponent’s fundamental concern that anti-racist programs are themselves deeply racist. Citi has a long-standing commitment to equal employment opportunities for all employees. This commitment applies to all aspects of employment, as well as to hiring, training, and other programs. Citi prohibits discrimination based on any employee’s race, as well as numerous other personal characteristics, as outlined in Citi’s Code of Conduct.

Citi’s global workforce represents a wide range of backgrounds, perspectives and experience. Diversity and inclusion, as well as hiring and advancing employees based on merit, are all core values to us; we do not view them as being in conflict with each other. Around the world, we strive to be a company where the best people – from every background – want to work, and where opportunities to develop are widely available. These values are reflected in existing publicly disclosed reports and disclosures, including Citi’s annual Talent & Diversity Report, annual Environmental Social and Governance (“ESG”) Report, Statement on Human Rights, Code of Conduct, and other employment policies and trainings, which are periodically reviewed.

Important Points to Consider

➢Adoption of the Proposal would not be in the best interests of Citi’s stockholders because the audit requested is unnecessary and duplicative in light of Citi’s periodic review and updating of its policies and trainings, which prohibit discrimination against employees on the basis of any protected class. Citi also already regularly analyzes workforce demographics in a number of ways, including in hiring, employee engagement, and workforce representation, and publishes, in the U.S., its U.S. workforce representation by gender and race/ethnic origin. Thus, Citi already addresses the core concerns of the Proposal.
➢Citi’s commitment to non-discrimination extends to all employees, clients, customers, and stakeholders. Citi has demonstrated its ongoing commitment to social justice and racial equity in its operations, business dealings, and engagement with stakeholders, customers, and employees. In that regard, The Proposal states that the requested audit could be conducted “together with” or “independent of” the ongoing audit of Citi’s Action for Racial Equity (“ARE”). ARE is a set of strategic initiatives launched in September 2020 to help close the racial wealth gap in the U.S.; the scope and objective of the audit of that work, which is designed to further equality, is different from that described in the Proposal.

Citi believes that the stockholder Proposal is not necessary in light of the Citi’s ongoing work, policies, and training supporting equal employment opportunities for all employees; therefore, the Board recommends a vote AGAINST this Proposal 9.

Citi 2022 Proxy Statement

Table of Contents

STOCKHOLDER PROPOSALS129

Submission of Future Stockholder Proposals

Under SEC Rule 14a-8, a stockholder who intends to present a proposal at the next Annual Meeting of stockholdersStockholders and who wishes the proposal to be included in the Proxy Statement for that meeting must submit the proposal in writing to the Corporate Secretary of Citi Rohan Weerasinghe, at 388 Greenwich Street, New York, New York 10013. The proposal10013 and send to the following email address: shareholderrelations@citi.com. Proposals for the 2023 Annual Meeting must be received no later than November 7, 2019.15, 2022. The proposal and its proponent must satisfy all applicable requirements of Rule 14a-8.

Citi’s By-laws permit a stockholder or group of stockholders (up to 20) who have owned at least 3% of Citi common stock for at least three years to submit Director nominees (up to the greater of two nominees or 20% of the Board, as determined in accordance with the By-laws) for inclusion in Citi’s Proxy Statement if the nominating stockholder(s) satisfies the requirements specified in the By-laws. With respect to stockholder nominees for Director election submitted for inclusion in Citi’s Proxy Statement for the 20202023 Annual Meeting, written notice of nominations must be provided by the stockholder proponent(s) to Citi in accordance with Citi’s By-laws. The notice must be delivered to, or mailed and received by, Citi’s Corporate Secretary between October 8, 201916, 2022 and November 7, 2019.15, 2022. These deadlines are based on the 150th day and 120th day, respectively, before the one-year anniversary of the date that the Proxy Statement for this Annual Meeting was first sent to stockholders (which date, for purposes of Citi’s By-laws, is March 6, 2019)15, 2022). The ability to include a nominee in Citi’s Proxy Statement is subject to the terms and conditions set forth in Citi’s By-laws.

With respect to stockholder nominees for Director election at the next Annual Meeting (other than nominees submitted for inclusion in Citi’s proxy materials) and stockholder proposals for consideration at the next Annual Meeting that are not submitted for inclusion in Citi’s proxy materials under Rule 14a-8, written notice of nominations and proposals must be provided by the stockholder proponent to Citi in accordance with Citi’s By-laws. The notice must be delivered to, or mailed and received by, Citi’s Corporate Secretary, Rohan Weerasinghe, between December 18, 201927, 2022 and January 17, 202026, 2023 and must comply with all applicable provisions of Citi’s By-laws. You may obtain a copy of Citi’s By-lawsBylaws on Citi’s website or by writing to theBrent J. McIntosh, Corporate Secretary, Rohan Weerasinghe, at 388 Greenwich Street, New York, New York 10013.10013 or to the following email address: shareholderrelations.citi.com.

In addition to the notice and information requirements contained in Citi's By-laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Citi's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2023.

Cost of Annual Meeting and Proxy Solicitation

Citi pays the cost of the Annual Meeting and the cost of soliciting proxies. In addition to soliciting proxies by mail, Citi may solicit proxies by personal interview, telephone, and similar means. No Director, officer, or employee of Citi will be specially compensated for these activities. Citi also intends to request that brokers, banks, and other nominees solicit proxies from their principals and will pay the brokers, banks, and other nominees certain expenses they incur for such activities. Citi has retained Morrow Sodali LLC, 470 West Avenue,333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, a proxy soliciting firm, to assist in the solicitation of proxies, for an estimated fee of $30,000 plus reimbursement of certain out-of-pocket expenses.

Householding

Under SEC rules, a single set of Annual Reports and Proxy Statements may be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. In accordance with a notice sent to certain stockholders who shared a single address, only one Annual Report and Proxy Statement will be sent to that address unless any stockholder at that address requested multiple sets of documents be sent. However, if any stockholder who agreed to householding wishes to receive a separate Annual Report or Proxy Statement, he or she may telephone toll-free 1-866-540-7095 or write to Broadridge Financial Services, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders sharing an address who wish to receive a single set of reports may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting Broadridge at the address set forth above, if they are record holders.

www.citigroup.com

Table of Contents


126130

Directions to 2019About the 2022 Annual Meeting Location

Q:Who is soliciting my vote?
A:

Date and Time     April 16, 2019, 9:00 a.m.The Board of Directors of Citigroup Inc. is soliciting your vote at the 2022 Annual Meeting of Citi’s stockholders.

 
Q:

Place  

Citi’s HeadquartersWhere and when will the 2022 Annual Meeting take place?

A:

388 Greenwich Street (between North MooreThe Annual Meeting is scheduled to begin at 9:00 a.m. E.T. on April 26, 2022 through a virtual meeting platform. You or your proxyholder can participate, vote, ask questions, and Beach Streets)
New York, New York 10013

Key Information for attending Citi’s 2019 Annual Meeting:

●Please register forexamine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2022 and using your 16-digit control number. Electronic entry to the meeting will begin at www.proxyvote.com.
●Print your ticket8:45 a.m. E.T. and the meeting will begin promptly at home or call Shareholder Meeting Registration Phone Support (toll free) at 1-844-318-0137 or (international toll call) at 1-925-331-6070 for assistance.
●Deadline date isApril 15, 2019.
●Citi’s Headquarters at 388 Greenwich Street is accessible by public transportation.9:00 a.m. E.T. If you plan to visit by car,encounter difficulties accessing the virtual meeting, please allow extra time to navigate New York City traffic and to secure parking. There are multiple parking garages in Tribeca; however, it is recommendedcall the technical support number that you contact a parking garage ahead of time to ensure availability.

By Subwaywill be posted at www.virtualshareholdermeeting.com/CITI2022.

train to Franklin Street, walk 2 blocks west to Greenwich Street and North Moore Street.
 trains to Canal Street, walk 3.5 blocks west to Greenwich Street and Beach Street.
●For more information, please visit: www.mta.info.
 
Q:

By Car

Why did I receive a one-page Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?
A:●From

Pursuant to rules adopted by the East Side, useSecurities and Exchange Commission, we have elected to mail to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the FDR Driveproxy materials. All stockholders receiving the Notice will have the ability to South Street Viaduct/West Street. Continueaccess the proxy materials over the Internet and receive a paper copy of the proxy materials by mail on request. Instructions on how to Hubert Street, makingaccess the proxy materials over the Internet or to request a right turnpaper copy may be found in the Notice. In addition, the Notice contains instructions on Hubert Street, proceed 2 blockshow you may access proxy materials in printed form by mail or electronically on an ongoing basis. This process has allowed us to Greenwich Street, make a right turn onto Greenwich Streetexpedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and proceed 1 block to 388 Greenwich Street on your right.

●Fromreduce the Upper West Side, take the West Side Highway to Vestry Street (approximately 3 blocks after Canal Street). Turn left onto Vestry Street, turn right at the 2nd cross street onto Greenwich Street and proceed 3 blocks to 388 Greenwich Street on your right.
●Please Note: Citi’s Headquarters at 388 Greenwich Street does not have designated visitor parking. Limited street parking is available, and there are nearby parking garages.environmental impact of our 2022 Annual Meeting.

 
Q:

By Bus

Why didn’t I receive a Notice in the mail about the Internet availability of the proxy materials?
A:●Buses arrive at

We are providing some of our stockholders, including stockholders who have previously asked to receive paper copies of the Port Authority Bus Terminal at 42nd Street. Please take eitherproxy materials and some of our stockholders who are living outside of the subway orUnited States, with paper copies of the proxy materials instead of a Notice. In addition, we are providing a Notice by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an MTA bus downtown. Please visit: www.mta.info for further information.e-mail containing a link to the website where those materials are available and a link to the proxy voting website.

 
Q:

By Railroad

How can I access Citi’s proxy materials and Annual Report electronically?
A:●
Long distance trains (i.e., Amtrak, LIRR

This Proxy Statement and NJT) generally arrivethe 2021 Annual Report are available on Citi’s website at www.citigroup.com. Click on “About Us,” then “Corporate Governance.” Most stockholders can elect not to receive paper copies of future Proxy Statements and Annual Reports and can instead view those documents on the Internet. Information on or connected to our website (or the website of any third party) referenced in Penn Station (at 34th Streetthis Proxy Statement is in addition to and 7th Avenue). From Penn Station, either takenot a taxi to 388 Greenwich Street,part of or incorporated by reference into this Proxy Statement.

If you are a downtown train stockholder of record, you can choose this option and save Citi the cost of producing and mailing these documents by following the instructions provided when you vote over the Internet. If you hold your Citi stock through a bank, broker, or(follow subway directions above). For more information, other holder of record, please visit: www.mta.info.

●Metro North Commuter trains (servicing Hudson, Harlem, and New Haven lines) arrive in Grand Central Terminal. From Grand Central, take a taxi to 388 Greenwich Street, or subway using the shuttle to Times Square and transferrefer to the downtowninformation provided by that entity for instructions on how to elect not to receive paper copies of future Proxy Statements and Annual Reports.

If you choose not to receive paper copies of future Proxy Statements and Annual Reports, you will receive an e-mail message next year containing the Franklin Street stop. Exit the Franklin subway stationInternet address to use to access Citi’s Proxy Statement and walk 2 blocks west and turn right onto Greenwich Street. Citi’s headquartersAnnual Report. Your choice will remain in effect until you tell us otherwise or until your consent is on the northwest corner of Greenwich and North Moore Streets.deemed to be revoked under applicable law. You do not have to elect Internet access each year. To view, cancel, or change your enrollment profile, please go to www.InvestorDelivery.com.

Citi 20192022 Proxy Statement


Table of Contents

ABOUT THE 2022 ANNUAL MEETING127131

Q:What will I be voting on?
A:
●Election of Directors (see pages 47-67).
●Ratification of KPMG as Citi’s independent registered public accountants for 2022 (see pages 69-70).
●An advisory vote to approve our 2021 executive compensation (see pages 71-108).
●Approval of additional shares for the Citigroup 2019 Stock Incentive Plan (see pages 109-117).
●Five stockholder proposals (see pages 118-128).

An agenda and rules of procedures for the meeting will be posted on the virtual meeting platform on the day of the meeting.

Q:How many votes do I have?
A:

You will have one vote for every share of Citi common stock you owned on February 28, 2022 (the record date).

Q:How many votes can be cast by all stockholders?
A:

1,972,474,129, consisting of one vote for each of Citi’s shares of common stock that were outstanding on the record date. There is no cumulative voting.

Q:How many votes must be present to hold the meeting?
A:

To constitute a quorum to transact business at the 2022 Annual Meeting, the holders of a majority of the votes that can be cast, or 986,237,066 shares, must be present or represented by proxy at the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as possible that enough votes will be present for us to hold the Annual Meeting. Persons voting by proxy will be deemed present at the meeting even if they abstain from voting on any or all of the proposals presented for stockholder action. Shares held by brokers who vote such shares on any proposal will be counted as present for purposes of establishing a quorum, and shares treated as broker non-votes for one or more proposals will nevertheless be deemed present for purposes of constituting a quorum for the Annual Meeting.

Q:Does any single stockholder control 5% or more of any class of Citi’s voting stock?
A:

Yes, there are two stockholders that each control more than 5%. According to a Schedule 13G Information Statement filed by BlackRock, Inc. and certain subsidiaries (BlackRock) on January 28, 2022, BlackRock may be deemed to beneficially own 8.1% of Citi’s common stock. According to a Schedule 13G Information Statement filed by The Vanguard Group, Inc. (Vanguard) on February 9, 2022, Vanguard may be deemed to beneficially own 8.3% of Citi’s common stock.

For further information, see Stock Ownership — Owners of More than 5% of Citi Common Stock on page 46.

Q:How do I vote?
A:

You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, stockholders have a choice of voting over the Internet, by QR code, by phone, or by using a traditional proxy card by mail. You can also vote at the Annual Meeting by accessing the virtual meeting platform at www.virtualshareholdermeeting.com/CITI2022. You will need your 16-digit control number.


Vote by Internet
Go to www.proxyvote.com. You will need the 16-digit control number included in your proxy card, voter instruction form, or Notice.		Vote by QR Code
You can scan this QR code to vote your proxy card. You will need the 16-digit control number included in your proxy card, voter instruction form, or Notice.		Vote by Phone
Call the number on your proxy card or the number on your voter instruction form. You will need the 16-digit control number included in your proxy card or voter instruction form.		Vote by Mail
Send the completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.		Vote at the Virtual Meeting
You can vote at the Virtual Annual Meeting by visiting the virtual meeting platform listed above and using your 16-digit control number.

www.citigroup.com

Table of Contents

132ABOUT THE 2022 ANNUAL MEETING

To reduce our administrative and postage costs, we ask that you vote using the Internet, by telephone, by mobile phone, or by QR code, all of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. E.T. on April 25, 2022. If you hold your shares in a Citi employee benefit plan, please submit your vote by the date indicated on your proxy card.

If you attend the Virtual Annual Meeting, you may vote your shares at the meeting by accessing www.virtualshareholdermeeting.com/CITI2022. You will need your 16-digit control number to vote. If you hold your Citi common stock through a securities broker (that is, in “street name”), you must obtain a proxy from your broker and access www.virtualshareholdermeeting.com/CITI2022 by using your 16-digit control number.

Q:How do I get a printed proxy card?
A:

If you received a Notice instead of the printed materials, there are three ways you may request a proxy card and a full set of materials at no charge. In all three examples you will need the 16-digit control number printed on the Notice.

Requesting a proxy card

By telephone: 1-800-579-1639;
By Internet: www.proxyvote.com; or
By e-mail: sendmaterial@proxyvote.com (send a blank e-mail with the 16-digit control number in the subject line).

Q:Can I change my vote?
A:

Yes. Just send in a new proxy card or voter instruction form with a later date, cast a new vote by QR code, telephone or Internet, or send a written notice of revocation to Citi’s Corporate Secretary, Brent J. McIntosh, at 388 Greenwich Street, New York, New York 10013. If you attend the 2022 Virtual Annual Meeting you can change your vote by voting on the virtual meeting platform, but simply attending the 2022 Virtual Annual Meeting without voting will not change your vote or revoke a previously granted proxy.

Q:What if I don’t vote for some of the matters listed on my proxy card?
A:

If you return a signed proxy card without indicating voting instructions, your shares will be voted in accordance with the Board’s recommendation FOR the nominees listed on the card, FOR KPMG as independent registered public accountants for 2022, FOR our 2021 executive compensation, FOR an amendment to the Citigroup 2019 Stock Incentive Plan for the approval of additional shares, and AGAINST the stockholder proposals. If you only vote for certain matters, the remaining matters will be voted as set forth above. See also “Could other matters be decided at the 2022 Annual Meeting?”

Q:Can my shares held in street name be voted if I don’t return my voter instruction card and don’t attend the 2022 Annual Meeting?
A:

If you don’t vote your shares held in street name, your broker can vote your shares on matters that the New York Stock Exchange (NYSE) has ruled discretionary.

Discretionary Items. KPMG’s appointment is a discretionary item. NYSE member brokers who do not receive instructions from beneficial owners may vote on this proposal as follows: (i) a Citi affiliated member is permitted to vote your shares in the same proportion as all other shares are voted with respect to this proposal, and (ii) all other NYSE member brokers are permitted to vote your shares at their discretion.

Non-discretionary Items. Brokers will not be able to vote your shares on the election of Directors, the advisory vote to approve our 2021 executive compensation, the amendment to the Citigroup 2019 Stock Incentive Plan for the approval of additional shares, and the stockholder proposals, if you fail to provide instructions. Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.

If your shares are registered directly in your name, not in the name of a bank or broker, you must vote your shares or your vote will not be counted. Please vote your proxy so your vote can be counted.

Citi 2022 Proxy Statement

Table of Contents

ABOUT THE 2022 ANNUAL MEETING133

Q:If I hold shares through Citigroup’s employee benefit plans and do not provide voting instructions, how will my shares be voted?
A:

If you hold shares of common stock through Citigroup’s employee benefit plans or stock incentive plans and do not provide voting instructions to the plans’ trustees or administrators, your shares will be voted in the same proportion as the shares beneficially owned through such plans for which voting instructions are received, unless otherwise required by law.

Q:What vote is required, and how will my votes be counted, to elect Directors and to adopt the other proposals?
A:

The following chart describes the proposals to be considered at the meeting, the vote required to elect Directors and to adopt each of the other proposals, and the manner in which votes will be counted:


ProposalVoting OptionsVote Required to Adopt
the Proposal		Effect of
Abstentions		Effect of
“Broker
Non-Votes”(1)

Election of Directors

For, against, or abstain on each nominee

A nominee for Director will be elected if the votes cast for such nominee exceed the votes cast against such nominee.

No effect

No effect

Ratification of KPMG

For, against, or abstain

The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon.

Treated as votes against

Brokers have discretion to vote

Advisory vote to approve our 2021 executive compensation

For, against, or abstain

The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon.

Treated as votes against

No effect

Approval of additional shares for the Citigroup 2019 Stock Incentive Plan

For, against, or abstain

The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon.

Treated as votes against

No effect

Five stockholder proposals

For, against, or abstain

The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon.

Treated as votes against

No effect


(1)A broker non-vote generally occurs when a broker is not permitted to vote on a matter without instructions from a customer having beneficial ownership in the securities and has not received such instructions. Broker non-votes will not be counted as shares entitled to vote on the relevant proposal.

If a nominee for Director is not re-elected by the required vote, he or she will remain in office until a successor is elected and qualified or until his or her earlier resignation or removal. Citi’s By-laws provide that in the event a Director nominee is not re-elected, such Director shall offer to resign from his or her position as a Director. Unless the Board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election.

The result of the votes on an advisory vote on our 2021 executive compensation is not binding on the Board, whether or not the resolution is passed under the voting standards described above. In evaluating the stockholder vote on the advisory resolution, the Board will consider the voting results in their entirety.

www.citigroup.com

Table of Contents

134About the 2022 Annual Meeting

Q:Is my vote confidential?
A:In 2006, the Board adopted a confidential voting policy as part of its Corporate Governance Guidelines. Under the policy, except as necessary to meet applicable legal requirements or as otherwise described below, all votes, whether submitted by proxies, ballots, Internet voting, telephone voting, or otherwise are kept confidential for registered stockholders who request confidential treatment. If you are a registered stockholder and would like your vote kept confidential, please check the appropriate box on the proxy card or follow the instructions when submitting your vote by telephone, mobile phone, QR Code or by the Internet. If you hold your shares in “street name” or through an employee benefit plan or stock incentive plan, your vote already receives confidential treatment and you do not need to request confidential treatment in order to maintain the confidentiality of your vote.
The confidential voting policy will not apply in the event of a proxy contest or other solicitation based on an opposition Proxy Statement and in certain other limited circumstances. For further details regarding this policy, please see the Corporate Governance Guidelines, available on Citi’s website at www.citigroup.com.
Q:Could other matters be decided at the 2022 Annual Meeting?
A:We don’t know of any matters that will be considered at the Annual Meeting other than those described above. If a stockholder proposal that was excluded from this Proxy Statement is brought before the meeting, the Chair will declare such proposal out of order, and it will be disregarded, or we will vote the proxies AGAINST the proposal. If any other matters arise at the Annual Meeting that are properly presented at the meeting, the proxies will be voted at the discretion of the proxy holders.
Q:What happens if the meeting is postponed or adjourned or encounters technical difficulties?
A:Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our Investor Relations website, including information on when the meeting will be reconvened.
Q:Do I need to register to attend the 2022 Annual Meeting?
A:Yes. To register for the meeting you will need to access the Shareholder Meeting Registration at www.proxyvote.com and follow the instructions provided (you will need the 16-digit control number included on your proxy card, voter instruction form, or Notice of Internet Availability of Proxy Materials). We encourage stockholders to log in to this website and access the webcast before the Virtual Annual Meeting’s start time. Further instructions on how to attend, participate in and vote at the Virtual Annual Meeting, including how to demonstrate your ownership of our stock as of the record date, are available at www.virtualshareholdermeeting.com/CITI2022.
Q:Can I submit a question during or in advance of the Annual Meeting?
A:Yes. Stockholders may submit questions during the virtual meeting or in advance. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number and entering your first and last name and email address. If you are submitting questions in advance, please remember to submit your question by 11:59 p.m. E.T. on April 22. Questions may also be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/CITI2022. All stockholders will need their 16-digit control number to ask questions; that number can be found on the proxy cards, voting instruction forms or other notices you received previously as well as your first and last name and email address. You will be prompted to submit your name and write your question. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/CITI2022.
Q:What is the appropriate subject matter for questions during the Annual Meeting?
A:Citi's Chair and/or CEO will answer your questions relating to Citi's business and operations. If you need assistance with a personal financial issue, please enter your concern in the web portal during the meeting and a member of Citi's Customer Service Team will contact you. Questions that are substantially similar may be grouped and answered once to avoid repetition. Questions related to personal matters, that are not pertinent to Annual Meeting matters, or that contain derogatory references to individuals, use offensive language, or are otherwise out of order or not suitable for the conduct of the Annual Meeting will not be addressed during the meeting.

Citi 2022 Proxy Statement

Table of Contents

135

Annex A

Additional Information Regarding Proposal 3

Glossary

GlossaryBook Value per Share is Common Equity at year end divided by Common Shares outstanding at year end.

CCARrefers to the Federal Reserve Board’s annual Comprehensive Capital Analysis and Review. CCAR is an important regulatory supervisory mechanism for assessing the capital adequacy of banks, including, among other things, ensuring that banks have sufficient capital to continue to provide key financial services under adverse economic and financial market scenarios. Banks may not return capital to stockholders or take other capital actions unless the Federal Reserve Board indicates that it has “no objection” to a bank’s capital plan, including its requested capital actions.

Cumulative Earnings Perper Sharefor our Performance Share Units is determined by adding the diluted earnings per share based on net income allocated to common stockholders from our quarterly earnings reports for the 12 quarters of the applicable three-year performance period.

Efficiency Ratiois total operating expenses divided by total revenues (net of interest expense). This ratio generally compares the cost of generating revenue to the amount of revenue generated. A lower cost is preferable to a higher cost in generating the same amount of revenue, and therefore a lower efficiency ratio is generally better than a higher one. This metric encourages management to consider the costs of generating additional revenue instead of simply maximizing revenue, and can be used on a relative basis to identify which businesses are managed better than others.

Income from Continuing Operations Before TaxesLiquidity Coverage Ratio (LCR) is revenues minus expensesHigh-Quality Liquid Assets (HQLA) divided by Net Outflows. The LCR is designed to ensure that banks maintain an adequate level of HQLA to meet liquidity needs under an acute three-day stress scenario.

Operating Leverage represents the annual change in [(Revenues, net of Interest Expense in bps), less (the annual change in Operating Expenses in bps)].

Return on Assets (ROA) is net income divided by average assets as determined under U.S. GAAP.

Return on Tangible Common Equity (RoTCE) is net income for a business or Citigroup (minus preferred dividends in the case of Citigroup) divided by average tangible common equity for the year. Management views this metric as an appropriate indication of the long-term potential of Citi’s operating businesses to deliver long-term value to stockholders.

Total Payout Ratio is the sum of dividends paid to common shareholders plus common share repurchases, divided by (Net Income, less preferred dividends).

www.citigroup.com

Table of Contents

136Annex A

Citigroup – Quantitative Scorecard Metric Details and costReconciliations

(In millions of credit, before taxesdollars, except ratios and discontinued operations.bps)

20212020 2021 vs. 2020
Change in bps
     Citigroup     GCB     ICG     Citigroup     GCB     ICG     Citigroup     GCB     ICG
Income from Continuing
Operations before
Income Taxes$27,469 $7,791$20,287 $13,632
Less: Provision for
Income Taxes5,4511,7454,5242,525
Add: Income from
Discontinued Operations7——(20)
Less: Noncontrolling Interests73(11)8340
Net Incomerepresents a company’s after-tax profits. Net Income is an element of the metrics that measure return on assets or capital.

$21,952$6,057$15,680$11,047
Average Assets$2,347,709$2,226,454
Return on Assets (ROA)(Net
Income/Average Assets)0.94%is net income divided by average assets as determined under U.S. GAAP.

0.50%
Return on Tangible Common EquityRevenues, Net of Interest
is net income for a business or Citigroup (minus preferred dividends Expense$71,884$27,330$43,887$75,501$30,342$45,088(479.1)(992.7)(266.4)
Total Operating Expenses$48,193$20,035$26,513$44,374$17,834$24,617860.61,234.2770.2
Efficiency Ratio (Operating
Expenses/Revenues, Net
of Interest Expense)67.0%58.8%
Operating Leverage in
bps [(annual change
in the case of Citigroup) divided by average tangible common equity for the year. Management views this metric as an appropriate indication of the long-term potential of Citi’s operating businesses to deliver long-term value to stockholders.

Risk Appetite Ratiois the ratio between the earnings of a business unit, including expected losses (defined as revenues,Revenues, net of interest expense, minus operating expenses, minus expected losses) (the numerator) and the stress losses (i.e.

Interest Expense in bps), unexpected losses) of Citi or the applicable business segment under a 1-in-10 year stress scenario (the denominator). The applicable business unit should produce sufficient earnings each year, so that it does not lose money under a moderate stress event (i.e., a 1-in-10 year stress scenario). As long as the relationship is higher than 1-to-1, then the business unit “passes” the Risk Appetite Ratio test. The Risk Appetite Ratio is currently viewed as a baseline standard or a minimum goal.
less (annual change in
Operating Expenses
in bps)](1,340)(2,227)(1,037)
Net Income$21,952$11,047
Preferred Stock Dividends1,0401,095
Income Available to
Common Shareholders$20,912$9,952

Citi 2022 Proxy Statement

Table of Contents

Risk Appetite Surplus, for a business unit, is earnings (defined as revenues, net of interest expense, minus operating expenses) minus both expected losses and unexpected losses (i.e., the stress losses of the business unit under a 1-in-10 year stress scenario). The Risk Appetite Surplus metric is intended to measure the ability of a business unit to withstand a moderate stress event without incurring an annual loss. Risk Appetite Surplus is used as a more nuanced qualitative tool to evaluate the capital generation power of businesses that may “pass” the Risk Appetite Ratio test.
Annex A137

2021 2020 2021 vs. 2020
Change in bps
     Citigroup     GCB     ICG     Citigroup     GCB     ICG     Citigroup     GCB     ICG
Total Citigroup Stockholders’
Equity at December 31,
2021 and 2020$201,972$199,442
Less: Preferred Stock18,99519,480
Total Common Equity at
December 31, 2021
and 2020$182,977$179,962
Less:
Goodwill at December 31,
2021 and 202021,29922,162
Intangible Assets (Other
than Mortgage
Servicing Rights (MSRs))
at December 31, 2021
and 20204,0914,411
Goodwill and Intangible
Assets (Other Than
MSRs) Related to
Assets Held-For-Sale at
December 31, 2021510—
Tangible Common Equity at
December 31, 2021
and 2020$157,077$153,389
Average Tangible Common
Equity during 2021
and 2020$156,253$93,500$149,892
Return on Tangible
Common Equity13.4%16.8%6.6%
Average Common Equity$182,421$175,508
Return on Common Equity
[(Reported Net Income
less Preferred Dividends)/
Average Common Equity]11.5%5.7%
Common Dividends $4,196 $4,299
Common Stock Repurchases7,6002,925
Distributions to Common
Shareholders (Total Payout) $11,796 $7,224
Total Payout Ratio [Total
Payout/(Net Income less
Preferred Dividends)]56%73%

www.citigroup.com

Table of Contents

www.citigroup.com

138

Table of ContentsAnnex B

Citigroup 2019 Stock Incentive Plan

128ANNEX A

Citigroup – Quantitative Scorecard Metric Details and Adjusted Results Reconciliations

(In millions of dollars, except ratios and earnings per share)

201820172018 vs. 2017
     Citigroup     GCB     ICG     Latin
America		     Citigroup     %
Increase
Reported Income from Continuing
       Operations before Income Taxes		$23,445$7,601$15,831$3,810$22,761
Less: Provision for Income Taxes5,3571,8393,63199429,388
Add: Income from Discontinued Operations(8)———(111)
Less: Noncontrolling Interests35717—60
Reported Net Income (Loss)$18,045$5,755$12,183$2,816$(6,798)
Less: Impact of Tax Reform(1)$(94)$22,594
Adjusted Net Income$17,951$15,79614%
Reported Diluted Earnings Per Share (EPS)$6.68$(2.98)
       Impact of Tax Reform(1)0.03(8.31)
Adjusted Diluted EPS$6.65$5.3325%
Average Assets (in billions of dollars)$1,920,200$423,000$1,404,000$126,000$1,875,500
Reported ROA (Reported Net Income/
       Average Assets)		0.94%1.36%0.87%2.23%(0.36%)
Adjusted ROA (Adjusted Net Income/
       Average Assets)		0.93%0.84%
Revenues, Net of Interest Expense$72,854$33,777$36,994$10,264$72,444
Total Operating Expenses$41,841$18,590$20,979$5,068$42,232
Efficiency Ratio (Operating Expenses/Revenues,
       Net of Interest Expense)		57.4%55.0%56.7%49.4%58.3%
Adjusted Net Income (from above)$17,951$15,796
Preferred Stock Dividends1,1731,213
Adjusted Income Available to
       Common Shareholders		$16,778$14,583
Total Common Equity at December 31, 2018
       and 2017		$177,760$181,487
Less:
       Goodwill at December 31, 2018 and 201722,04622,256
       Intangible Assets (Other Than Mortgage
              Servicing Rights) at December 31, 2018
              and 2017		4,6364,588
Tangible Common Equity at December 31, 2018
       and 2017		$151,078$154,643
Average Tangible Common Equity during 2018
       and 2017		$153,343$35,000$85,000$12,100$180,458
Adjusted Return on Tangible Common Equity
       (Excluding the Impact of Tax Reform)		10.9%16.4%14.3%23.3%8.1%
Average Common Equity$179,497$207,413
Return on Common Equity ((Reported Net
       Income less Preferred Dividends)/
       Average Common Equity)		9.4%(3.9%)
Common Dividends$3,865$2,595
Common Stock Repurchases14,54514,533
Distributions to Common Shareholders
       (Total Payout)		$18,410$17,128
Reported Total Payout Ratio (Total Payout/
       (Net Income less Preferred Dividends))		109%(214%)
Adjusted Total Payout Ratio (Total
       Payout/(Adjusted Net Income less
       Preferred Dividends))		110%117%

Citi 2019 Proxy Statement

Table of Contents

ANNEX A129

201820172018 vs. 2017
     Citigroup     GCB     ICG     Latin
America		     Citigroup     %
Increase
Risk Appetite Ratio:
       Unexpected Losses$14,979$4,716$6,837$1,359
       Expected Losses$8,420$7,016$1,024$1,055
       Risk Appetite Ratio (RAR) = (Revenues -
              Operating Expenses - Expected Losses)/
              Unexpected Losses		151%173%219%305%
       Risk Appetite Surplus (RAS) = (Revenues -
              Operating Expenses - Expected Losses -
              Unexpected Losses)		$7,614$3,455$8,154$2,782
Reported Global Consumer Banking (GCB) 2017 GCB
       Revenues$33,777$32,838
       Less: Impact of Foreign Exchange Translation—(132)
       Less: Gain on Sale of a Mexico Asset
              Management Business		250—
Adjusted GCB Revenues$33,527$32,7063%
Reported Institutional Clients Group (ICG) 2017 ICG
       Revenues$36,994$36,474
       Less: Gain on Sale of a Fixed Income
              Analytics Business		—580
Adjusted ICG Revenues$36,994$35,8943%

(1)Represents the 2017 one-time impact of the enactment of the Tax Cuts and Jobs Act (Tax Reform), which was signed into law on December 22, 2017, as well as the 2018 one-time impact of the finalization of the provisional component of the impact based on Citi’s analysis as well as additional guidance received from the U.S. Treasury Department related to Tax Reform.

www.citigroup.com

Table of Contents

130

Annex B

Citigroup 2019 Stock Incentive Plan

(effective April 16, 2019,

(as amended and restated as of April 26, 2022, subject to stockholder approval)
(marked to show changes from the version of the Plan last approved by stockholders on April 27, 2021)

1. Purpose

The purposes of the Citigroup 2019 Stock Incentive Plan (as amended from time to time, the “Plan”) are to (i) align incentive compensation programs with the Company’s long-term business objectives and the interests of stockholders; (ii) attract and retain Employees by providing compensation opportunities that are competitive within the global financial services industry; and (iii) provide compensation opportunities that do not create incentives to take imprudent risks.

2. Effective Date and Term

The Plan will become effective on April 16, 2019 (the “Effective Date”), subject to approval by the stockholders of the Company. Unless terminated earlier by the Committee, the Plan will expire on the date of the annual general meeting of stockholders to be held in 2024. The Plan replaces the 2014 Stock Incentive Plan (the “2014 SIP”) for Awards granted on or after the Effective Date. Awards may not be granted under the 2014 SIP beginning on the Effective Date, but the adoption and effectiveness of the Plan will not affect the terms or conditions of any outstanding awards granted under the Prior Plans or any other plan prior to the Effective Date.

3. Definitions

“Award”shall mean an Option, SAR, or Stock Award granted under the Plan.

“Award Agreement”shall mean one or more documents (in either paper or electronic form (including by posting on the Company’s intranet or other shared electronic medium controlled by the Company to which a Participant has access)) evidencing the terms and conditions of an Award.

“Board”shall mean the Board of Directors of the Company.

“Change of Control”shall have the meaning set forth in Section 11.

“Code”shall mean the Internal Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder.

“Committee”shall mean the Personnel and Compensation Committee of the Board, or a sub-committee thereof, the members of which shall qualify as “Non-Employee Directors” under Rule 16b-3 of the 1934 Act; provided, however, that with respect to the application of the Plan to Directors, unless specifically provided otherwise herein, “Committee” shall mean the Board. Unless expressly provided otherwise herein or not permitted by applicable law, “Committee” includes any authorized delegate of the Committee, including each Plan Administrator. For avoidance of doubt, a failure of one or more members of the Committee to qualify as “Non-Employee Directors” under Rule 16b-3 of the 1934 Act shall not impair the validity of actions taken by the Committee, including the granting of any Award.

“Common Stock”shall mean the common stock of the Company, par value $.01 per share.

Citi 2022 Proxy Statement

Table of Contents

ANNEX B139

“Company”shall mean Citigroup Inc., a Delaware corporation.

Citi 2019 Proxy Statement

Table of Contents

ANNEX B131

“Deferred Stock Award”shall mean an Award payable in shares of Common Stock at the end of a specified deferral period that is subject to the terms, conditions, limitations, and restrictions set forth in the Plan and an Award Agreement.

“Director”shall mean a member of the Board who is not also an active employee or officer of the Company or a Subsidiary.

“Employee”shall have the meaning set forth in General Instruction A to the Registration Statement on Form S-8 promulgated under the Securities Act of 1933, as amended, in effect on the Effective Date. Notwithstanding the foregoing, consultants and advisors (other than Directors) shall not be eligible to receive Awards under the Plan.

“Fair Market Value” shall mean, in the case of a grant of an Option or a SAR, the closing price of a share of Common Stock on the New York Stock Exchange (or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted) on the date on which the Option or the SAR is granted. For all other purposes of administering an Award (including Options and SARs granted as Substitute Awards), “Fair Market Value” shall be as determined pursuant to the valuation methodology approved for such purpose by the Committee.

“GAAP” shall mean U.S. generally accepted accounting principles.

“Gross Misconduct” shall mean any conduct by a Participant (a) while employed by the Company or a Subsidiary that is competitive with the Company’s or any Subsidiary’s business operations, (b) that is in breach of any obligation that Participant owes to the Company or any Subsidiary or of that Participant’s duty of loyalty to the Company or any Subsidiary, (c) that is materially injurious to the Company or any Subsidiary, or (d) that otherwise constitutes “gross misconduct” as determined pursuant to guidelines adopted by the Committee or a Plan Administrator.

“Option” shall mean the right to purchase a specified number of shares of Common Stock at a stated exercise price for a specified period of time subject to the terms, conditions, limitations, and restrictions set forth in the Plan and an Award Agreement.

“Participant” shall mean an Employee or former Employee who holds an Award under the Plan (and the legal representative of the estate of a deceased Participant).

“Performance Condition” shall mean any condition to the vesting of an Award based on the performance of the Company (including one or more of its Subsidiaries), the performance of any branch, business unit of the Company (or of any Subsidiary), or the performance of an individual Participant (other than remaining employed by the Company or a Subsidiary), whether based on absolute or relative performance measures.

“Plan Administrator” shall mean any officer or employee of the Company or a Subsidiary performing a function related to administration of the Plan as part of his or her normal job duties, and any director, officer, or employee, whether acting alone or as part of a committee or other group, or non-employee agent, to whom any authority over any matter related to administration of the Plan or any Award has been directly or indirectly delegated by the Committee.

“Prior Plans” shall mean the 2014 SIP and the Citigroup 2009 Stock Incentive Plan.

“Repricing” shall mean (a) any action that constitutes a “repricing” under GAAP or the rules of the New York Stock Exchange (including any modification or amendment to an outstanding Option or SAR that has the effect of reducing its exercise price), (b) any cancellation of an Option or SAR when its exercise price exceeds Fair Market Value in exchange for cash, (c) any cancellation of an Option or SAR in exchange for a new Option or SAR with a

www.citigroup.com

Table of Contents

140ANNEX B

lower exercise price, or (d) a substitution of a Stock Award for an Option or SAR when its exercise price exceeds Fair Market Value; in each case other than an adjustment to an outstanding Award that is consistent with the requirements of Section 6(d).

“Restricted Stock Award” shall mean an Award of Common Stock that is subject to the terms, conditions, limitations, and restrictions set forth in the Plan and an Award Agreement.

“SAR” shall mean “stock appreciation right,” which is a right to receive a payment, during a specified term, in cash, Common Stock, or a combination thereof, in an amount equal to the excess of the Fair Market Value of a specified number of shares of Common Stock at the time the SAR is exercised over the exercise price of such SAR, which right is subject to the terms, conditions, limitations, and restrictions set forth in the Plan and an Award Agreement.

“Section 16(a) Officer” shall mean an Employee who is subject to the reporting requirements of Section 16(a) of the 1934 Act.

“Stock Award” shall mean a Deferred Stock Award, a Restricted Stock Award, a Stock Payment, or Other Stock-Based Award.

“Stock Payment” shall mean an immediately vested payment in shares of Common Stock that may or may not be in lieu of cash.

“Subsidiary” shall mean any of the consolidated subsidiaries of the Company.

“Substitute Award” shall mean an Award designated as such and granted in connection with a transaction between the Company or a Subsidiary and another entity or business in substitution or exchange for, or conversion, adjustment, assumption, or replacement of, awards previously granted by such other entity to any individuals who have become Employees of the Company or any Subsidiary as a result of such transaction or who were formerly employed by the acquired entity. An Award granted as an inducement to joining the Company or a Subsidiary in replacement of an award forfeited when leaving a previous employer to join the Company or a Subsidiary shall not be considered a Substitute Award.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder and any successor thereto.

4. The Committee

(a)

Committee Authority. The Committee shall have full and exclusive power to administer and interpret the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures, and guidelines governing the Plan and Awards as it deems appropriate from time to time. The Committee’s authority shall include, but not be limited to, the authority to (i) determine the type of Awards to be granted under the Plan; (ii) select Award recipients and determine the extent of their participation; and (iii) establish all other terms, conditions, limitations, and restrictions applicable to Awards, Award programs and the shares of Common Stock issued pursuant thereto. Subject to the limitations set forth in the Plan, the Committee may suspend, accelerate, or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Stock issued pursuant to Awards, and make any and all other determinations that it deems appropriate with respect to the administration of the Plan.

(b)

Administration of the Plan. The administration of the Plan shall be managed by the Committee. The Committee shall have the power to prescribe and modify, as necessary, the form of Award Agreement, to correct any defect, supply any omission, or clarify any inconsistency in the Plan and/or in any Award Agreement and to take such actions and make such administrative determinations that the Committee

Citi 2022 Proxy Statement

Table of Contents

ANNEX B141

deems appropriate. Any decision of the Committee in the administration of the Plan shall be final, binding, and conclusive on all parties concerned, including the Company, its stockholders and Subsidiaries, and all Participants.

(c)

Delegation of Authority. To the extent not inconsistent with applicable law, the rules of the New York Stock Exchange, or other provisions of the Plan, the Committee may at any time delegate to a Plan Administrator some or all of its authority over the administration of the Plan, with respect to persons who are not Section 16(a) Officers. Actions taken or determinations made by or ratified by a duly authorized Plan Administrator shall have the same force and effect as if undertaken or made by the Committee, and all references in the Plan to the Committee (except with respect to actions or determinations related exclusively to Section 16(a) Officers) shall be deemed to include a reference to a duly authorized Plan Administrator.

(d)

Prohibition Against Repricing. Notwithstanding any provision of the Plan to the contrary, in no event shall any action be taken under the Plan that constitutes a Repricing of any Option or SAR granted under the Plan, or of any option or stock appreciation right granted under the Prior Plans or of an acquired company, except with approval of the stockholders of the Company.

(e)

Indemnification. No member of the Committee or any Plan Administrator shall be personally liable for any action or determination made with respect to the Plan, except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and every Plan Administrator shall be entitled to indemnification and reimbursement from the Company, to the extent permitted by applicable law and the By-laws and policies of the Company. In the performance of its functions under the Plan, the Committee (and each member of the Committee and every Plan Administrator) shall be entitled to rely in good faith upon information and advice furnished by the Company’s officers, employees, accountants, counsel, and any other party they deem appropriate, and neither the Committee nor any Plan Administrator shall be liable for any action taken or not taken in reliance upon any such advice.

5. Participation

(a)

Eligible Employees. The Committee shall determine which Employees shall be eligible to receive Awards under the Plan, provided that consultants and advisors (other than members of the Board in their roles as such) shall not be eligible to receive Awards under the Plan.

“Fair Market Value”shall mean, in Former Employees may be eligible to receive Awards under the casePlan, but only if a Substitute Award or with respect to their last year of a grant of an Option or a SAR, the closing price of a share of Common Stock on the New York Stock Exchange (or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted) on the date on which the Option or the SAR is granted. For all other purposes of administering an Award (includingservice. With respect to Employees subject to U.S. income tax, Options and SARs granted as(unless Substitute Awards), “Fair Market Value” shall only be as determined pursuantgranted to the valuation methodology approved for such purpose by the Committee.

“GAAP”shall mean U.S. generally accepted accounting principles.

“Gross Misconduct”shall mean any conduct by a Participant (a) while employed byEmployees who provide direct services to the Company or a Subsidiary that is competitive with the Company’s or any Subsidiary’s business operations, (b) that is in breach of any obligation that Participant owes to the Company as of the date of grant of the Option or any Subsidiary orSAR.

(b)

Participation by Employees of that Participant’s dutySubsidiaries. Employees of loyaltySubsidiaries may participate in the Plan upon approval of Awards to such Employees by the Committee. Awards to Employees of Subsidiaries may be conditioned upon the Subsidiary’s agreement to reimburse the Company or any Subsidiary, (c) that is materially injurious to the Company or any Subsidiary, or (d) that otherwise constitutes “gross misconduct”for costs and expenses of such participation, as determined pursuantby the Committee.

(c)

Participation Outside of the United States. In order to guidelinesfacilitate the granting of Awards to Employees who are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Any special terms or conditions adopted by the Committee orin accordance with this Section 5(c) may be set forth in a sub-plan, which shall constitute a part of this Plan; provided that the terms and conditions of any such sub-plan shall not be inconsistent with the terms and conditions of this Plan, Administrator.as then in effect.

www.citigroup.com

Table of Contents

142Annex B

(d) Maximum Individual Awards

(i)“Option”Limits on Awards to Directors. shall mean the right to purchase a specifiedThe maximum number of shares of Common Stock atsubject to Awards granted during a stated exercise pricesingle calendar year to any Director, taken together with any cash fees paid during the calendar year to the Director, in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards in accordance with GAAP). The independent members of the Board may make exceptions to this limit for a specified periodnon-executive chair of timethe Board, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation.
(ii)Limits on Options and SARs. The aggregate number of shares of Common Stock that may be subject to all Options and SARs granted to an individual Employee (other than as a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)).
(iii)Limits on Stock Awards. The aggregate number of shares of Common Stock that may be subject to all Stock Awards granted to an individual Employee (other than as a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)).
(iv)Substitute Awards. Notwithstanding the foregoing, shares subject to an Award that is a Substitute Award shall not count against any individual Award limit in this Section 5(d).

6. Available Shares of Common Stock

(a)Shares Subject to the Plan. Common Stock issued pursuant to Awards granted under the Plan may be shares that have been authorized but unissued, or have been previously issued and reacquired by the Company, or both. Reacquired shares may consist of shares purchased in open market transactions or otherwise. Pursuant to and subject to the terms, conditions, limitations,other provisions of this Section 6, the aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed the sum of (i) thirty million (30,000,000) shares; and restrictions(ii) any additional number of shares that may be authorized for issuance pursuant to any amendments to the Plan approved by stockholders of the Company after the Effective Date. Effective April 21, 2020, pursuant to an amendment to the Plan approved by stockholders of the Company, an additional 15 million (15,000,000) shares of Common Stock were authorized for issuance to Participants pursuant to Awards granted under the Plan. Effective April 27, 2021, pursuant to an amendment to the Plan approved by stockholders of the Company, an additional 20 million (20,000,000) shares of Common Stock were authorized for issuance to Participants pursuant to Awards granted under the Plan.Effective April 26, 2022, pursuant to an amendment to the Plan approved by stockholders of the Company, an additional 36 million (36,000,000) shares of Common Stock were authorized for issuance to Participants pursuant to Awards granted under the Plan.
(b)Forfeited and Expired Awards. Awards granted under the Plan or the Prior Plans that, after the Effective Date, are forfeited, expire, or are cancelled or settled without issuance of shares shall not count against the maximum number of shares that may be issued under the Plan as set forth in Section 6(a) and shall be available for future Awards under the Plan. Notwithstanding the foregoing, all shares of Common Stock that are (i) withheld or tendered in payment of an Option exercise price or repurchased by the Company with Option exercise proceeds; (ii) withheld or tendered to satisfy any tax withholding obligation (in connection with any Option, SAR, Stock Award, or otherwise); (iii) covered by a SAR (to the extent that it is settled in shares of Common Stock, without regard to the number of shares of Common Stock that are actually issued to the Participant upon exercise); (iv) withheld by the Company to satisfy any debt or other obligation owed to the Company or any Subsidiary; and (v) fractional shares of Common Stock that are cancelled pursuant to Section 7(f), shall be considered issued pursuant to the Plan and shall not be added to the maximum number of shares that may be issued under the Plan as set forth in Section 6(a).

Citi 2022 Proxy Statement

Table of Contents

Annex B143

(c)Other Items not Included in Allocation. The maximum number of shares that may be issued under the Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection with outstanding Awards; or (ii) the grant of Substitute Awards. Any shares purchased by or on behalf of Participants in a dividend reinvestment program established under the Plan shall not count against the maximum number of shares that may be issued under the Plan as set forth in Section 6(a), provided that such shares are purchased in open-market transactions or are treasury shares purchased directly from the Company at Fair Market Value at the time of purchase.
(d)Adjustments. In the event of any change in the Company’s capital structure, including but not limited to a change in the number of shares of Common Stock outstanding, on account of (i) any stock dividend, stock split, reverse stock split, spinoff or any similar equity restructuring, or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting the Company’s capital structure, to reflect such change in the Company’s capital structure, the Committee shall make appropriate equitable adjustments to (i) the maximum number of shares of Common Stock that may be issued under the Plan as set forth in Section 6(a), and (ii) the maximum number of shares that may be granted to any single individual pursuant to the limits set forth in Section 5(d). In the event of any extraordinary dividend, divestiture, or other distribution (other than ordinary cash dividends) of assets to stockholders, or any transaction or event described above, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award, the exercise price applicable to an outstanding Award, and/or a Performance Condition. Any adjustments under this Section 6(d) shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the 1934 Act, to the extent applicable. The Company shall give each Participant notice of an adjustment to an Award Agreement.hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee shall decline to adjust any Award made to a Participant if such adjustment would violate applicable law.

7. Awards Under the Plan

Awards under the Plan may be granted as Options, SARs, or Stock Awards, as described below. Awards may be granted singly, in combination, or in tandem as determined by the Committee. Subject to the terms of the Plan (including but not limited to the minimum vesting requirement of Section 7(d)), Awards shall have such terms, conditions, limitations, and restrictions as may be determined by the Committee from time to time, and may include vesting, forfeiture, cancellation and clawback provisions.

(a)“Participant”Options. Options shall meanexpire after such period, not to exceed 10 years, as may be determined by the Committee. If an EmployeeOption is exercisable in installments, such installments or former Employee who holdsportions thereof that become exercisable shall remain exercisable until the Option expires or is otherwise cancelled pursuant to its terms or the terms of the Plan. In no event shall any Option issued under the Plan be a “reload” Option or carry any similar rights.

(i)Exercise Price. The Committee shall determine the exercise price per share for each Option, which shall not be less than 100% of the Fair Market Value on the grant date, unless the Option is a Substitute Award.
(ii)Exercise of Options. Upon satisfaction of the applicable conditions relating to vesting and exercisability, as determined by the Committee, and upon provision for the payment in full of the exercise price and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the number of shares of Common Stock issuable in connection with the Option exercise. The shares issued in connection with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to time. An Option may be exercised by any method as may be permitted by the Committee from time to time, including but not limited to any “net exercise” or other “cashless” exercise method.

www.citigroup.com

Table of Contents

144Annex B

(b)Stock Appreciation Rights. SARs granted under the Plan shall expire after such term, not to exceed 10 years, as may be determined by the Committee. The exercise price per share of Common Stock subject to a SAR shall not be less than 100% of Fair Market Value on the grant date, unless the SAR is a Substitute Award.
(c)Stock Awards

(i)Stock Payment. Subject to the terms of the Plan, the Committee may grant vested shares of Common Stock as a Stock Payment. A Stock Payment may be in lieu of cash compensation, but may be subject to restrictions on sale or transfer, or cancellation and recoupment, as determined by the Committee. A Stock Payment under the Plan may be granted as, or in payment of, a bonus determined pursuant to any other plan. Any shares of Common Stock granted as a Stock Payment in lieu of cash compensation shall be valued at their Fair Market Value.
(ii)Restricted Stock. Unvested shares of Common Stock issued pursuant to a Restricted Stock Award shall be entitled to voting rights as provided in Section 9, unless determined otherwise by the Committee.Upon satisfaction of all conditions to vesting and any tax withholding obligations, and upon the lapse of any post-vesting restrictions on sale or transfer, shares of Common Stock subject to a Restricted Stock Award shall be delivered to a Participant free of restriction.
(iii)Deferred Stock. A Deferred Stock Award represents only an unfunded, unsecured promise to deliver shares of Common Stock in the future and does not give a Participant any greater rights than those of an unsecured general creditor of the Company. Upon satisfaction of all conditions to vesting and any tax withholding obligations, shares of Common Stock subject to a vested Deferred Stock Award will be issued, and upon the lapse of any post-vesting restrictions on sale or transfer, such shares of Common Stock will be delivered to a Participant free of restriction.
(iv)Other Stock-Based Awards. To the extent not prohibited by applicable law, the Committee may grant any other Award that is denominated in shares of Common Stock and that may be settled in cash and/ or by the delivery of shares of Common Stock (for the avoidance of doubt, an award that by its terms may be settled only in cash shall not be an Award under this Plan).

(d)Minimum Vesting Requirement. Notwithstanding any other provision of the Plan (andto the legal representativecontrary, Awards granted under the Plan shall vest no earlier than the first anniversary of the estatedate on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) Awards to Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iii) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 6(a) (subject to adjustment under Section 6(d)); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability, leave of absence, termination of employment, Change in Control, upon the sale or other disposition of a deceased Participant).Participant’s employer, or any other similar event, as specified in the Award Agreement.

(e)“Performance Condition”Performance-Based Awardsshall mean any condition

(i)The Committee may grant Awards that are subject to the vestingachievement of one or more Performance Conditions related to a period of performance of not less than one year.
(ii)Performance Conditions may be expressed in either, or a combination of, absolute or relative values or a percentage of: revenue, revenue or product growth, net income (pre- or after-tax), earnings, earnings per share, stockholders’ equity or return on stockholders’ equity, assets or return on assets, return on risk-adjusted assets, capital or return on capital, return on risk capital, book value or book value

Citi 2022 Proxy Statement

Table of Contents

Annex B145

per share, economic value-added models or equivalent metrics, operating income, pre- or after-tax income, expenses or reengineering savings, margins, cash flow or cash flow per share, stock price, total shareholder return, market share, debt reduction, net promoter scores, operating efficiency ratios, expense ratios, liquidity ratios, regulatory achievements or any objective or subjective Performance Conditions selected by the Committee. In addition, such Performance Conditions may be used on an Award based onabsolute or relative basis to measure the performance of the Company (includingas a whole, any business unit(s) of the Company and its Subsidiaries and/or one or more of its Subsidiaries), the performance of any branch, business unit of the Company (or of any Subsidiary),branches or affiliates, or the performance of an individual Participant, (other than remaining employedand may be used in any combination as the Committee may deem appropriate. Such Performance Conditions may also be based on performance determined on a per share basis (either basic or fully diluted) and/or as compared to the performance of a group of peer or comparator companies, prior performance periods, a published or special index or indices that the Committee deems appropriate, or such other measures selected or defined by the Committee at the time such Performance Conditions are established.
(iii)The Committee may make objectively determinable adjustments, modifications, or amendments to any Performance Condition as the Committee deems appropriate, including (but not limited to) with respect to items determined to be extraordinary or unusual in nature or infrequent in occurrence, or that are related to discontinued operations, the disposal of a business or assets, or a change in accounting principle under GAAP, or that are attributable to the business operations of any entity acquired by the Company or a Subsidiary), whether based on absolute or relativeSubsidiary during a relevant performance measures.

period.


(f)“Plan Administrator”Fractional Shares. The Company shall meannot be obligated to issue any officer or employee of the Company or a Subsidiary performing a function related to administration of the Plan as part of his or her normal job duties, and any director, officer, or employee, whether acting alone or as part of a committee or other group, or non-employee agent, to whom any authority over any matter related to administration of the Plan or any Award has been directly or indirectly delegated by the Committee.

“Prior Plans”shall mean the 2014 SIP and the Citigroup 2009 Stock Incentive Plan.

“Repricing”shall mean (a) any action that constitutes a “repricing” under GAAP or the rules of the New York Stock Exchange (including any modification or amendment to an outstanding Option or SAR that has the effect of reducing its exercise price), (b) any cancellation of an Option or SAR when its exercise price exceeds Fair Market Value in exchange for cash, (c) any cancellation of an Option or SAR in exchange for a new Option or SAR with a lower exercise price, or (d) a substitution of a Stock Award for an Option or SAR when its exercise price exceeds Fair Market Value; in each case other than an adjustment to an outstanding Award that is consistent with the requirements of Section 6(d).

www.citigroup.com

Table of Contents

132ANNEX B

“Restricted Stock Award”shall mean an Awardfractional shares of Common Stock that is subject toin settlement of Awards granted under the terms, conditions, limitations, and restrictions set forth in the Plan andPlan. If an Award Agreement.

“SAR”shall mean “stock appreciation right,” which is a right to receive a payment, during a specified term, in cash, Common Stock,includes or a combination thereof,results in an amount equalentitlement to a fractional share for any reason, the excessAward shall be settled in full by issuance of the Fair Market Value of a specifiedmaximum whole number of shares of Common Stock the Participant is entitled to receive pursuant to the terms of the Award (upon satisfaction of all applicable conditions to the issuance of shares) and the Company may cancel the fractional share without any compensation to the Participant.

8. Dividends and Dividend Equivalents

The Committee may provide that Stock Awards shall earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to an account maintained on the books of the Company. Any payment or crediting of dividends or dividend equivalents will be subject to such terms, conditions, limitations, and restrictions as the Committee may establish, from time to time, including, without limitation, reinvestment in additional shares of Common Stock or common share equivalents. Notwithstanding the foregoing, the Committee may not provide for the current payment of dividends or dividend equivalents with respect to any shares of Common Stock subject to an Award with a Performance Condition; for such Awards, the Committee may only provide for the accrual of dividends or dividend equivalents that will not be payable to a Participant unless and until, and only to the extent that, the shares of Common Stock subject to the Award vest upon satisfaction of the relevant Performance Condition and all other applicable conditions to vesting. Dividend or dividend equivalent rights shall be as specified in the Award Agreement, or pursuant to a resolution adopted by the Committee with respect to outstanding Awards. No dividends or dividend equivalents shall be paid on Options or SARs.

9. Voting

Unless the Committee has determined otherwise, a Participant shall have the right to direct the vote of shares of Common Stock subject to an unvested Restricted Stock Award. Unvestedissued and outstanding shares of Common Stock that are eligiblesubject to continuing restrictions pursuant to the terms of a Stock Award under the Plan. All such sharesshall be voted by athe Plan Administrator in accordance with instructions received from Participants (unless to do so would constitute a violation of any applicable exchange rules). Shares subject to unvested Restricted Stock AwardsAny such shares as to which no instructions are received shall be voted by the Plan Administrator proportionately in accordance with instructions received with respect to all other unvested Restricted Stock Awards (including, for these purposes, outstanding awards granted under the Prior Plans and any

www.citigroup.com

Table of Contents

146Annex B

other “non-qualified” stock incentive plan of the Company) that are eligible to vote (unless to do so would constitute a violation of any applicable exchange rules).such shares and with respect to shares underlying awards granted pursuant to a Prior Plan that are also subject to continuing restrictions.

10. Nontransferability

Awards granted under the Plan, and during any period of restriction on transferability, shares of Common Stock issued in connection with the exercise of an Option or a SAR, or vesting of a Stock Award, may not be sold, pledged, hypothecated, assigned, margined, or otherwise transferred by a Participant in any manner other than by will or the laws of descent and distribution, unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts, or engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way.

Notwithstanding the foregoing, the Committee may permit Options and/or shares issued in connection with an Option or a SAR exercise that are subject to restrictions on transferability to be transferred one time and without payment or consideration to a member of a Participant’s immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate family members. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant or, if applicable pursuant to the preceding sentence, a permitted transferee.

11. Change of Control of the Company

(a)The Committee may, at the time an Award is made or at any time prior to, coincident with, or after the SAR is exercised overtime of a Change of Control:

(i)provide for the exercise priceadjustment of such SAR, which right is subjectany Performance Conditions as the Committee deems necessary or appropriate to reflect the terms, conditions, limitations, and restrictions set forthChange of Control;
(ii)provide for the cancellation of any Awards then outstanding if the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company) in the Plan andChange of Control replaces the Awards with new rights of substantially equivalent value, as determined by the Committee;
(iii)provide that upon an Award Agreement.

“Section 16(a) Officer”shall mean an Employee who is subject to the reporting requirementsinvoluntary termination of Section 16(a) of the 1934 Act.

“Stock Award”shall mean a Deferred Stock Award, a Restricted Stock Award, a Stock Payment, or Other Stock-Based Award.

“Stock Payment”shall mean an immediately vested payment in shares of Common Stock that may or may not be in lieu of cash.

“Subsidiary”shall mean any of the consolidated subsidiaries of the Company.

“Substitute Award”shall mean an Award designated as such and granted in connection with a transaction between the Company or a Subsidiary and another entity or business in substitution or exchange for, or conversion, adjustment, assumption, or replacement of, awards previously granted by such other entity to any individuals who have become Employees of the Company or any SubsidiaryParticipant’s employment as a result of such transaction or who were formerly employed by the acquired entity. An Award granted as an inducement to joining the Company or a Subsidiary in replacementChange of an award forfeited when leaving a previous employer to join the Company or a SubsidiaryControl, any time periods shall not be considered a Substitute Award.

“1934 Act”shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder and any successor thereto.

4. The Committee

(a)Committee Authority.The Committee shall have full and exclusive power to administer and interpret the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures, and guidelines governing the Plan and Awards as it deems appropriate from time to time. The Committee’s authority shall include, but not be limited to, the authority to (i) determine the type of Awards to be granted under the Plan; (ii) select Award recipients and determine the extent of their participation; and (iii) establish all other terms, conditions, limitations, and restrictions applicable to Awards, Award programs and the shares of Common Stock issued pursuant thereto. Subject to the limitations set forth in the Plan, the Committee may suspend, accelerate, or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Stock issued pursuant to Awards, and make any and all other determinations that it deems appropriate with respect to the administration of the Plan.
(b)Administration of the Plan.The administration of the Plan shall be managed by the Committee. The Committee shall have the power to prescribe and modify, as necessary, the form of Award Agreement, to correct any defect, supply any omission, or clarify any inconsistency in the Plan and/or in any Award Agreement and to take such actions and make such administrative determinations that the Committee deems appropriate. Any decision of the Committee in the administration of the Plan shall be final, binding, and conclusive on all parties concerned, including the Company, its stockholders and Subsidiaries, and all Participants.

Citi 2019 Proxy Statement

Table of Contents

ANNEX B133

(c)Delegation of Authority.To the extent not inconsistent with applicable law, the rules of the New York Stock Exchange, or other provisions of the Plan, the Committee may at any time delegate to a Plan Administrator some or all of its authority over the administration of the Plan, with respect to persons who are not Section 16(a) Officers. Actions taken or determinations made by or ratified by a duly authorized Plan Administrator shall have the same force and effect as if undertaken or made by the Committee, and all references in the Plan to the Committee (except with respect to actions or determinations related exclusively to Section 16(a) Officers) shall be deemed to include a reference to a duly authorized Plan Administrator.
(d)Prohibition Against Repricing.Notwithstanding any provision of the Plan to the contrary, in no event shall any action be taken under the Plan that constitutes a Repricing of any Option or SAR granted under the Plan, or of any option or stock appreciation right granted under the Prior Plans or of an acquired company, except with approval of the stockholders of the Company.
(e)Indemnification.No member of the Committee or any Plan Administrator shall be personally liable for any action or determination made with respect to the Plan, except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and every Plan Administrator shall be entitled to indemnification and reimbursement from the Company, to the extent permitted by applicable law and the By-laws and policies of the Company. In the performance of its functions under the Plan, the Committee (and each member of the Committee and every Plan Administrator) shall be entitled to rely in good faith upon information and advice furnished by the Company’s officers, employees, accountants, counsel, and any other party they deem appropriate, and neither the Committee nor any Plan Administrator shall be liable for any action taken or not taken in reliance upon any such advice.

5. Participation

(a)Eligible Employees.The Committee shall determine which Employees shall be eligible to receive Awards under the Plan, provided that consultants and advisors (other than members of the Board in their roles as such) shall not be eligible to receive Awards under the Plan. Former Employees may be eligible to receive Awards under the Plan, but only if a Substitute Award or with respect to their last year of service. With respect to Employees subject to U.S. income tax, Options and SARs (unless Substitute Awards) shall only be granted to such Employees who provide direct services to the Company or a Subsidiary of the Company as of the date of grant of the Option or SAR.
(b)Participation by Employees of Subsidiaries.Employees of Subsidiaries may participate in the Plan upon approval of Awards to such Employees by the Committee. Awards to Employees of Subsidiaries may be conditioned upon the Subsidiary’s agreement to reimburse the Company for costs and expenses of such participation, as determined by the Committee.
(c)Participation Outside of the United States.In order to facilitate the granting of Awards to Employees who are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Any special terms or conditions adopted by the Committee in accordance with this Section 5(c) may be set forth in a sub-plan, which shall constitute a part of this Plan; provided that the terms and conditions of any such sub-plan shall not be inconsistent with the terms and conditions of this Plan, as then in effect.
(d)Maximum Individual Awards
(i)Limits on Awards to Directors.The maximum number of shares of Common Stock subject to Awards granted during a single calendar year to any Director, taken together with any cash fees paid during the calendar year to the Director, in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of

www.citigroup.com

Table of Contents

134ANNEX B

such Awards in accordance with GAAP). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation.

(ii)

Limits on Options and SARs.The aggregate number of shares of Common Stock that may be subject to all Options and SARs granted to an individual Employee (other than as a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)).

(iii)

Limits on Stock Awards.The aggregate number of shares of Common Stock that may be subject to all Stock Awards granted to an individual Employee (other than as a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)).

(iv)

Substitute Awards.Notwithstanding the foregoing, shares subject to an Award that is a Substitute Award shall not count against any individual Award limit in this Section 5(d).

6. Available Shares of Common Stock

(a)

Shares Subject to the Plan.Common Stock issued pursuant to Awards granted under the Plan may be shares that have been authorized but unissued, or have been previously issued and reacquired by the Company, or both. Reacquired shares may consist of shares purchased in open market transactions or otherwise. Pursuant to and subject to the other provisions of this Section 6, the aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed the sum of (i) thirty million (30,000,000) shares; and (ii) any additional number of shares that may be authorized for issuance pursuant to any amendments to the Plan approved by stockholders of the Company after the Effective Date.

(b)

Forfeited and Expired Awards.Awards granted under the Plan or the Prior Plans that, after the Effective Date, are forfeited, expire, or are cancelled or settled without issuance of shares shall not count against the maximum number of shares that may be issued under the Plan as set forth in Section 6(a) and shall be available for future Awards under the Plan. Notwithstanding the foregoing, all shares of Common Stock that are (i) withheld or tendered in payment of an Option exercise price or repurchased by the Company with Option exercise proceeds; (ii) withheld or tendered to satisfy any tax withholding obligation (in connection with any Option, SAR, Stock Award, or otherwise); (iii) covered by a SAR (to the extent that it is settled in shares of Common Stock, without regard to the number of shares of Common Stock that are actually issued to the Participant upon exercise); (iv) withheld by the Company to satisfy any debt or other obligation owed to the Company or any Subsidiary; and (v) fractional shares of Common Stock that are cancelled pursuant to Section 7(f), shall be considered issued pursuant to the Plan and shall not be added to the maximum number of shares that may be issued under the Plan as set forth in Section 6(a).

(c)

Other Items not Included in Allocation.The maximum number of shares that may be issued under the Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection with outstanding Awards; or (ii) the grant of Substitute Awards. Any shares purchased by or on behalf of Participants in a dividend reinvestment program established under the Plan shall not count against the maximum number of shares that may be issued under the Plan as set forth in Section 6(a), provided that such shares are purchased in open-market transactions or are treasury shares purchased directly from the Company at Fair Market Value at the time of purchase.

(d)

Adjustments.In the event of any change in the Company’s capital structure, including but not limited to a change in the number of shares of Common Stock outstanding, on account of (i) any stock dividend, stock split, reverse stock split, spinoff or any similar equity restructuring, or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting the Company’s capital structure, to reflect such change in the Company’s capital structure, the Committee shall make appropriate equitable adjustments to (i) the maximum number of shares of

Citi 2019 Proxy Statement

Table of Contents

ANNEX B135

Common Stock that may be issued under the Plan as set forth in Section 6(a), and (ii) the maximum number of shares that may be granted to any single individual pursuant to the limits set forth in Section 5(d). In the event of any extraordinary dividend, divestiture, or other distribution (other than ordinary cash dividends) of assets to stockholders, or any transaction or event described above, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award, the exercise price applicable to an outstanding Award, and/or a Performance Condition. Any adjustments under this Section 6(d) shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the 1934 Act, to the extent applicable. The Company shall give each Participant notice of an adjustment to an Award hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee shall decline to adjust any Award made to a Participant if such adjustment would violate applicable law.

7. Awards Under the Plan

Awards under the Plan may be granted as Options, SARs, or Stock Awards, as described below. Awards may be granted singly, in combination, or in tandem as determined by the Committee. Subject to the terms of the Plan (including but not limited to the minimum vesting requirement of Section 7(d)), Awards shall have such terms, conditions, limitations, and restrictions as may be determined by the Committee from time to time, and may include vesting, forfeiture, cancellation and clawback provisions.

(a)

Options.Options shall expire after such period, not to exceed 10 years, as may be determined by the Committee. If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires or is otherwise cancelled pursuant to its terms or the terms of the Plan. In no event shall any Option issued under the Plan be a “reload” Option or carry any similar rights.

(i)

Exercise Price.The Committee shall determine the exercise price per share for each Option, which shall not be less than 100% of the Fair Market Value on the grant date, unless the Option is a Substitute Award.

(ii)

Exercise of Options.Upon satisfaction of the applicable conditions relating to vesting and exercisability, as determined by the Committee, and upon provision for the payment in full of the exercise price and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the number of shares of Common Stock issuable in connection with the Option exercise. The shares issued in connection with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to time. An Option may be exercised by any method as may be permitted by the Committee from time to time, including but not limited to any “net exercise” or other “cashless” exercise method.

(b)

Stock Appreciation Rights.SARs granted under the Plan shall expire after such term, not to exceed 10 years, as may be determined by the Committee. The exercise price per share of Common Stock subject to a SAR shall not be less than 100% of Fair Market Value on the grant date, unless the SAR is a Substitute Award.

(c)

Stock Awards

(i)

Stock Payment.Subject to the terms of the Plan, the Committee may grant vested shares of Common Stock as a Stock Payment. A Stock Payment may be in lieu of cash compensation, but may be subject to restrictions on sale or transfer, or cancellation and recoupment, as determined by the Committee. A Stock Payment under the Plan may be granted as, or in payment of, a bonus determined pursuant to any other plan. Any shares of Common Stock granted as a Stock Payment in lieu of cash compensation shall be valued at their Fair Market Value.

www.citigroup.com

Table of Contents

136ANNEX B
(ii)

Restricted Stock.Unvested shares of Common Stock issued pursuant to a Restricted Stock Award shall be entitled to voting rights as provided in Section 9, unless determined otherwise by the Committee. Upon satisfaction of all conditions to vesting and any tax withholding obligations, and upon the lapse of any post-vesting restrictions on sale or transfer, shares of Common Stock subject to a Restricted Stock Award shall be delivered to a Participant free of restriction.

(iii)

Deferred Stock.A Deferred Stock Award represents only an unfunded, unsecured promise to deliver shares of Common Stock in the future and does not give a Participant any greater rights than those of an unsecured general creditor of the Company. Upon satisfaction of all conditions to vesting and any tax withholding obligations, shares of Common Stock subject to a vested Deferred Stock Award will be issued, and upon the lapse of any post-vesting restrictions on sale or transfer, such shares of Common Stock will be delivered to a Participant free of restriction.

(iv)

Other Stock-Based Awards.To the extent not prohibited by applicable law, the Committee may grant any other Award that is denominated in shares of Common Stock and that may be settled in cash and/ or by the delivery of shares of Common Stock (for the avoidance of doubt, an award that by its terms may be settled only in cash shall not be an Award under this Plan).

(d)

Minimum Vesting Requirement.Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) Awards to Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iii) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 6(a) (subject to adjustment under Section 6(d)); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability, leave of absence, termination of employment, Change in Control, upon the sale or other disposition of a Participant’s employer, or any other similar event, as specified in the Award Agreement.

(e)

Performance-Based Awards

(i)

The Committee may grant Awards that are subject to the achievement of one or more Performance Conditions related to a period of performance of not less than one year.

(ii)

Performance Conditions may be expressed in either, or a combination of, absolute or relative values or a percentage of: revenue, revenue or product growth, net income (pre- or after-tax), earnings, earnings per share, stockholders’ equity or return on stockholders’ equity, assets or return on assets, return on risk-adjusted assets, capital or return on capital, return on risk capital, book value or book value per share, economic value-added models or equivalent metrics, operating income, pre- or after-tax income, expenses or reengineering savings, margins, cash flow or cash flow per share, stock price, total shareholder return, market share, debt reduction, net promoter scores, operating efficiency ratios, expense ratios, liquidity ratios, regulatory achievements or any objective or subjective Performance Conditions selected by the Committee. In addition, such Performance Conditions may be used on an absolute or relative basis to measure the performance of the Company as a whole, any business unit(s) of the Company and its Subsidiaries and/or one or more of its branches or affiliates, or the performance of an individual Participant, and may be used in any combination as the Committee may deem appropriate. Such Performance Conditions may also be based on performance determined on a per share basis (either basic or fully diluted) and/or as compared to the performance of a group of peer or comparator companies, prior performance periods, a published or special index or indices that the Committee deems appropriate, or such other measures selected or defined by the Committee at the time such Performance Conditions are established.

Citi 2019 Proxy Statement

Table of Contents

ANNEX B137
(iii)

The Committee may make objectively determinable adjustments, modifications, or amendments to any Performance Condition as the Committee deems appropriate, including (but not limited to) with respect to items determined to be extraordinary or unusual in nature or infrequent in occurrence, or that are related to discontinued operations, the disposal of a business or assets, or a change in accounting principle under GAAP, or that are attributable to the business operations of any entity acquired by the Company or a Subsidiary during a relevant performance period.

(f)

Fractional Shares.The Company shall not be obligated to issue any fractional shares of Common Stock in settlement of Awards granted under the Plan. If an Award includes or results in an entitlement to a fractional share for any reason, the Award shall be settled in full by issuance of the maximum whole number of shares of Common Stock the Participant is entitled to receive pursuant to the terms of the Award (upon satisfaction of all applicable conditions to the issuance of shares) and the Company may cancel the fractional share without any compensation to the Participant.

8. Dividends and Dividend Equivalents

The Committee may provide that Stock Awards shall earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to an account maintained on the books of the Company. Any payment or crediting of dividends or dividend equivalents will be subject to such terms, conditions, limitations, and restrictions as the Committee may establish, from time to time, including, without limitation, reinvestment in additional shares of Common Stock or common share equivalents. Notwithstanding the foregoing, the Committee may not provide for the current payment of dividends or dividend equivalents with respect to any shares of Common Stock subject to an Award with a Performance Condition; for such Awards, the Committee may only provide for the accrual of dividends or dividend equivalents that will not be payable to a Participant unless and until, and only to the extent that, the shares of Common Stock subject to the Award vest upon satisfaction of the relevant Performance Condition and all other applicable conditions to vesting. Dividend or dividend equivalent rights shall be as specified in the Award Agreement, or pursuant to a resolution adopted by the Committee with respect to outstanding Awards. No dividends or dividend equivalents shall be paid on Options or SARs.

9. Voting

Unless the Committee has determined otherwise, a Participant shall have the right to direct the vote of shares of Common Stock subject to an unvested Restricted Stock Award. Unvested shares of Common Stock that are eligible to vote shall be voted by a Plan Administrator in accordance with instructions received from Participants (unless to do so would constitute a violation of any applicable exchange rules). Shares subject to unvested Restricted Stock Awards as to which no instructions are received shall be voted by the Plan Administrator proportionately in accordance with instructions received with respect to all other unvested Restricted Stock Awards (including, for these purposes, outstanding awards granted under the Prior Plans and any other “non-qualified” stock incentive planconditions relating to the vesting, exercise, payment, or distribution of an Award shall be waived; or

(iv)provide that Awards shall be purchased for an amount of cash equal to the Company)amount that are eligible to vote (unless to do so would constitutecould have been obtained for the shares covered by a violation of any applicable exchange rules).

10. Nontransferability

Awards granted under the Plan, and during any period of restriction on transferability, shares of Common Stock issued in connection with the exercise ofAward if it had been vested or by an Option or a SAR if it had been exercised at the time of the Change of Control.


(b)Notwithstanding any other provisions of the Plan or an Award Agreement to the contrary, the vesting, payment, purchase, or distribution of a Stockan Award may not be sold, pledged, hypothecated, assigned, margined, or otherwise transferredaccelerated by a Participant in any manner other than by will or the lawsreason of descent and distribution, unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts, or engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way.

www.citigroup.com

Table of Contents

138ANNEX B

Notwithstanding the foregoing, the Committee may permit Options and/or shares issued in connection with an Option or a SAR exercise that are subject to restrictions on transferability to be transferred one time and without payment or consideration to a member of a Participant’s immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate family members. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant or, if applicable pursuant to the preceding sentence, a permitted transferee.

11. Change of Control for any Participant unless the Participant’s employment is involuntarily terminated as a result of the Change of Control. For purposes of this Section 11, a Participant’s employment will be deemed to have been involuntarily terminated as a result of a Change of Control if it is involuntarily terminated other than for Gross Misconduct at any time beginning on the date of the Change of Control up to and including the first anniversary of the Change of Control.

Citi 2022 Proxy Statement

Table of Contents

ANNEX B147

(c)A “Change of Control” shall be deemed to occur if and when:
(i)

any person, including a “person” as such term is used in Section 14(d)(2) of the 1934 Act (a “Person”), is or becomes a beneficial owner (as such term is defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company

(a)

The Committee may, at the time an Award is made or at any time prior to, coincident with, or after the time of a Change of Control:
representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(i)

provide for the adjustment of any Performance Conditions as the Committee deems necessary or appropriate to reflect the Change of Control;

(ii)

provide for the cancellation of any Awards then outstanding if the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company) in the Change of Control replaces the Awards with new rights of substantially equivalent value, as determined by the Committee;

(iii)

provide that upon an involuntary termination of a Participant’s employment as a result of a Change of Control, any time periods shall accelerate, and any other conditions relating to the vesting, exercise, payment, or distribution of an Award shall be waived; or

(iv)

provide that Awards shall be purchased for an amount of cash equal to the amount that could have been obtained for the shares covered by a Stock Award if it had been vested or by an Option or SAR if it had been exercised at the time of the Change of Control.

 
(b)

Notwithstanding any other provisions of the Plan or an Award Agreement to the contrary, the vesting, payment, purchase, or distribution of an Award may not be accelerated by reason of a Change of Control for any Participant unless the Participant’s employment is involuntarily terminated as a result of the Change of Control. For purposes of this Section 11, a Participant’s employment will be deemed to have been involuntarily terminated as a result of a Change of Control if it is involuntarily terminated other than for Gross Misconduct at any time beginning on the date of the Change of Control up to and including the first anniversary of the Change of Control.

(c)

A “Change of Control” shall be deemed to occur if and when:

(i)

any person, including a “person” as such term is used in Section 14(d)(2) of the 1934 Act (a “Person”), is or becomes a beneficial owner (as such term is defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(ii)

individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)

Citi 2019all or substantially all of the assets of the Company are sold, transferred, or distributed, or the Company is dissolved or liquidated; or

(iv)

a reorganization, merger, consolidation, or other corporate transaction involving the Company (a “Transaction”) is consummated, in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction in substantially the same respective proportions as such stockholders’ ownership of the voting power of the Company immediately before such Transaction.

12. Award Agreements

Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions, restrictions, and limitations applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture, cancellation, and termination of employment, all or some of which may be incorporated by reference into one or more other documents delivered or otherwise made available to a Participant in connection with an Award. The Committee need not require the formal execution or acceptance of such document by the Participant, in which case acceptance of any benefit of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions, and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines and practices of the Company in effect from time to time. Any assertion by an Employee that any term, condition, limitation, or restriction of the Award as specified in the Award Agreement is invalid or not binding on such Employee because of his or her non-acceptance of the Award Agreement (or any portion thereof) shall be deemed a refusal of the Award and the Employee shall cease to be a Participant with respect to the Award, which shall be immediately cancelled. Each Award Agreement shall provide for forfeiture or cancellation of unvested Awards if it is determined that a Participant engaged in Gross Misconduct on or prior to a vesting date.

13. Tax Withholding

Participants shall be solely responsible for any applicable taxes (including without limitation income, payroll, and excise taxes) and penalties, and any interest that accrues thereon, which they incur under applicable law in connection with the receipt, vesting, or exercise of any Award. The Company and its Subsidiaries shall have the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant, or may permit or require shares to be tendered or sold (including shares of Common Stock delivered or vested in connection with an Award) in an amount sufficient to cover withholding of, any federal, state, local, foreign, or other governmental taxes or charges required by law, or hypothetical taxes required to be paid by a Participant pursuant

www.citigroup.com

Table of Contents

148ANNEX B

to a tax-equalization policy for expatriate employees, and to take such other action as may be necessary to satisfy any such withholding or payment obligations. The value of any shares allowed to be withheld or tendered for tax withholding may not exceed the amount allowed consistent with fixed plan accounting in accordance with GAAP, to the extent applicable. To the extent that a number of shares of Common Stock sufficient to satisfy a tax withholding obligation of the Company may not be withheld (whether because the Award has not vested in full pursuant to its terms, administrative procedures in effect at such time, applicable accounting principles, or any other reason), it shall be a condition to the obligation of the Company to issue shares of Common Stock upon the exercise of an Option or a SAR, or in settlement of any vested Award, that a Participant pay to the Company, on demand, such amount as may be requested by the Company for the purpose of satisfying any actual tax withholding (or hypothetical tax) liability. If the amount is not timely paid to the Company in cash by such Participant, the Company may cancel the Award and refuse to issue such shares.

14. Repayment Obligations and Right of Set-Off

(a)

If the Committee determines that all conditions to vesting and payment or distribution of an Award (or any portion thereof), or the vesting and exercisability of an Option or SAR (or any portion thereof), were not satisfied in full on the scheduled vesting date (including but not limited to, any Performance Condition), the Committee shall cancel such vesting and refuse to issue or distribute shares or cash and immediately terminate the Participant’s rights with respect to such Award (or improperly vested portion thereof). If any such Award (or portion thereof) has already been paid, distributed, or exercised, the Participant shall be obligated, upon demand, to: (i) in the case of an improperly vested Stock Award, return the amount of any cash payment received in settlement of the Stock Award (or improperly vested portion thereof), or if settled in shares, the number of shares of Common Stock issued in settlement of the Stock Award (or improperly vested portion thereof), or make a cash payment in an amount equal to the Fair Market Value of such shares on their vesting date, if greater than their Fair Market Value on the date they are due to be returned to the Company; or (ii) in the case of an improperly exercised Option or SAR, make a cash payment in an amount equal to the gain realized upon exercise of such Option or SAR (or improperly vested or exercised portion thereof), in each case, without reduction for any shares of Common Stock or cash withheld or paid to satisfy withholding tax or hypothetical tax obligations in connection with such Awards or any other obligation of the Participant.

(b)

To the extent not prohibited by applicable law, and consistent with the requirements of Section 409A of the Code, if applicable, the Company will have the right to offset against its obligation to deliver vested shares of Common Stock or make any vested cash payment pursuant to any Award granted under the Plan: (i) any amounts paid by the Company or a Subsidiary to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which a Participant was the subject; and (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards granted under the Plan, or awards granted under any other plan, or any obligations pursuant to a tax-equalization or housing allowance policy or other expatriate benefit) that a Participant then owes to the Company or a Subsidiary.

15. Other Benefit and Compensation Programs

Awards granted under the Plan and amounts received upon vesting or exercise of an Award shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits under any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions, restrictions, and limitations as may be provided in the Award Agreement.

Citi 2022 Proxy Statement

Table of Contents

ANNEX B149

16. Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. To the extent that any Participant holds any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and shall not confer upon any Participant or any other person or entity any right, title, or interest in any assets of the Company.

17. Expenses of the Plan

The expenses of the administration of the Plan shall be borne by the Company and its Subsidiaries. The Company may require Subsidiaries to pay for the Common Stock issued under the Plan to Participants employed (or formerly employed) by such Subsidiaries.

18. Rights as a Stockholder

Unless the Committee determines otherwise, a Participant shall not have any rights as a stockholder with respect to shares of Common Stock covered by an Award until the date the Participant becomes the holder of record with respect to such shares. No adjustment will be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 6(d) or Section 8.

19. Future Rights

No Employee shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of treatment of Employees under the Plan. Further, the Company and its Subsidiaries may adopt other compensation programs, plans, or arrangements as they deem appropriate or necessary. The adoption of the Plan or the granting of any Award shall not confer upon any Employee any right to continued employment in any particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of its Employees at any time, free from any claim or liability under the Plan. Unless expressly provided otherwise elsewhere in the Plan or in an Award Agreement, Awards under the Plan shall be made in anticipation of future service and/or subject to other vesting conditions and will not be earned until all conditions to vesting have been satisfied.

20. Amendment and Termination

The Plan may be amended, suspended, or terminated at any time by the Committee, provided that no amendment shall be made without stockholder approval, if it would (a) materially increase the number of shares available under the Plan (other than pursuant to Section 6(d)), (b) materially expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) materially extend the term of the Plan, (e) materially change the method of determining the exercise price of an Award, (f) delete or limit the Plan’s prohibition against Repricing, or (g) otherwise require approval by the stockholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange (or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is then traded or quoted). No such amendment referred to above shall be effective unless and until it has been approved by the stockholders of the Company. The Committee retains the right to modify an Award without a Participant’s prior consent if it determines that the modification is required to comply with applicable law, regulation, or regulatory guidance (including applicable tax law). Except as may be provided by Section 7(e), Section 11, and this Section 20, any other adverse modification shall not be effective without the Participant’s written consent. The Company shall furnish or make available to Participants a written notice of any modification through a brochure, prospectus supplement, or otherwise, which notice shall specify the effective date of such modification.

www.citigroup.com

Table of Contents

150ANNEX B

21. Successors and Assigns

The Plan and any applicable Award Agreement entered into under the Plan shall be binding upon and inure to the benefit of the respective successors and permitted assigns of Participants, including, without limitation, the executors, administrators, or trustees of a Participant’s estate, or any receiver or trustee in bankruptcy or representative of a Participant’s creditors.

22. Governing Law

The Plan and all Award Agreements entered into under the Plan shall be construed in accordance with and governed by the laws of the State of New York, except that any principles or provisions of New York law that would apply the law of another jurisdiction (other than applicable provisions of U.S. federal law) shall be disregarded. Notwithstanding the foregoing, matters with respect to indemnification, delegation of authority under the Plan, and the legality of shares of Common Stock issued under the Plan, shall be governed by the Delaware General Corporation Law.

23. Tax Compliance

Awards granted hereunder shall comply with or be exempt from Section 409A of the Code, unless otherwise determined by the Committee. If, pursuant to any Award that is subject to Section 409A of the Code, a Participant is entitled to receive a payment on a specified date, such payment shall be deemed made as of such specified date if it is made (a) not earlier than 30 days before such specified date, and (b) not later than December 31 of the year in which such specified date occurs or, if later, the fifteenth day of the third month following such specified date; provided that the Participant shall not be permitted, directly or indirectly, to designate the taxable year in which such payment is made. If, pursuant to any Award that is subject to Section 409A of the Code, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the same meaning as provided in Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code. Notwithstanding any provision of this Plan to the contrary, in no event shall the Company or any Subsidiary be liable to a Participant on account of an Award’s failure to (a) qualify for favorable U.S. or foreign tax treatment, or (b) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Sections 409A and 457A of the Code.

24. Severability

If any provision of this Plan is finally held to be invalid, illegal, or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality, or unenforceability, and the remaining provisions shall not be affected thereby; provided that, if any such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed modified to the minimum extent necessary in order to make such provision enforceable.

Citi 2022 Proxy Statement

Table of Contents

ANNEX B
Citigroup Inc.
388 Greenwich Street
New York, NY 10013

Table of Contents


CITIGROUP INC.
3800 CITIGROUP CENTER DRIVE
BLDG G, MAIL ZONE G3-23
TAMPA, FL 33610-9122

SCAN TO
VIEW MATERIALS & VOTE		139

(iii)all or substantially all of the assets of the Company are sold, transferred, or distributed, or the Company is dissolved or liquidated; or
(iv)a reorganization, merger, consolidation, or other corporate transaction involving the Company (a “Transaction”) is consummated, in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction in substantially the same respective proportions as such stockholders’ ownership of the voting power of the Company immediately before such Transaction.

12. Award Agreements

Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions, restrictions, and limitations applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture, cancellation, and termination of employment, all or some of which may be incorporated by reference into one or more other documents delivered or otherwise made available to a Participant in connection with an Award. The Committee need not require the formal execution or acceptance of such document by the Participant, in which case acceptance of any benefit of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions, and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines and practices of the Company in effect from time to time. Any assertion by an Employee that any term, condition, limitation, or restriction of the Award as specified in the Award Agreement is invalid or not binding on such Employee because of his or her non-acceptance of the Award Agreement (or any portion thereof) shall be deemed a refusal of the Award and the Employee shall cease to be a Participant with respect to the Award, which shall be immediately cancelled. Each Award Agreement shall provide for forfeiture or cancellation of unvested Awards if it is determined that a Participant engaged in Gross Misconduct on or prior to a vesting date.

13. Tax Withholding

Participants shall be solely responsible for any applicable taxes (including without limitation income, payroll, and excise taxes) and penalties, and any interest that accrues thereon, which they incur under applicable law in connection with the receipt, vesting, or exercise of any Award. The Company and its Subsidiaries shall have the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant, or may permit or require shares to be tendered or sold (including shares of Common Stock delivered or vested in connection with an Award) in an amount sufficient to cover withholding of, any federal, state, local, foreign, or other governmental taxes or charges required by law, or hypothetical taxes required to be paid by a Participant pursuant to a tax-equalization policy for expatriate employees, and to take such other action as may be necessary to satisfy any such withholding or payment obligations. The value of any shares allowed to be withheld or tendered for tax withholding may not exceed the amount allowed consistent with fixed plan accounting in accordance with GAAP, to the extent applicable. To the extent that a number of shares of Common Stock sufficient to satisfy a tax withholding obligation of the Company may not be withheld (whether because the Award has not vested in full pursuant to its terms, administrative procedures in effect at such time, applicable accounting principles, or any other reason), it shall be a condition to the obligation of the Company to issue shares of Common Stock upon the exercise of an Option or a SAR, or in settlement of any vested Award, that a Participant pay to the Company, on demand, such amount as may be requested by the Company for the purpose of satisfying any actual tax withholding (or hypothetical tax) liability. If the amount is not timely paid to the Company in cash by such Participant, the Company may cancel the Award and refuse to issue such shares.

14. Repayment Obligations and Right of Set-Off

(a)If the Committee determines that all conditions to vesting and payment or distribution of an Award (or any portion thereof), or the vesting and exercisability of an Option or SAR (or any portion thereof), were not satisfied in full on the scheduled vesting date (including but not limited to, any Performance Condition), the Committee shall cancel such vesting and refuse to issue or distribute shares or cash and immediately

www.citigroup.com

VOTE BY INTERNET - www.proxyvote.com or from a mobile phone scan the QR code aboveTable of Contents

140ANNEX B

terminate the Participant’s rights with respect to such Award (or improperly vested portion thereof). If any such Award (or portion thereof) has already been paid, distributed, or exercised, the Participant shall be obligated, upon demand, to: (i) in the case of an improperly vested Stock Award, return the amount of any cash payment received in settlement of the Stock Award (or improperly vested portion thereof), or if settled in shares, the number of shares of Common Stock issued in settlement of the Stock Award (or improperly vested portion thereof), or make a cash payment in an amount equal to the Fair Market Value of such shares on their vesting date, if greater than their Fair Market Value on the date they are due to be returned to the Company; or (ii) in the case of an improperly exercised Option or SAR, make a cash payment in an amount equal to the gain realized upon exercise of such Option or SAR (or improperly vested or exercised portion thereof), in each case, without reduction for any shares of Common Stock or cash withheld or paid to satisfy withholding tax or hypothetical tax obligations in connection with such Awards or any other obligation of the Participant.
(b)To the extent not prohibited by applicable law, and consistent with the requirements of Section 409A of the Code, if applicable, the Company will have the right to offset against its obligation to deliver vested shares of Common Stock or make any vested cash payment pursuant to any Award granted under the Plan: (i) any amounts paid by the Company or a Subsidiary to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which a Participant was the subject; and (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards granted under the Plan, or awards granted under any other plan, or any obligations pursuant to a tax-equalization or housing allowance policy or other expatriate benefit) that a Participant then owes to the Company or a Subsidiary.

15. Other Benefit and Compensation Programs

Awards granted under the Plan and amounts received upon vesting or exercise of an Award shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits under any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions, restrictions, and limitations as may be provided in the Award Agreement.

16. Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. To the extent that any Participant holds any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and shall not confer upon any Participant or any other person or entity any right, title, or interest in any assets of the Company.

17. Expenses of the Plan

The expenses of the administration of the Plan shall be borne by the Company and its Subsidiaries. The Company may require Subsidiaries to pay for the Common Stock issued under the Plan to Participants employed (or formerly employed) by such Subsidiaries.

18. Rights as a Stockholder

Unless the Committee determines otherwise, a Participant shall not have any rights as a stockholder with respect to shares of Common Stock covered by an Award until the date the Participant becomes the holder of record with respect to such shares. No adjustment will be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 6(d) or Section 8.

Citi 2019 Proxy Statement

Table of Contents

ANNEX B141

19. Future Rights

No Employee shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of treatment of Employees under the Plan. Further, the Company and its Subsidiaries may adopt other compensation programs, plans, or arrangements as they deem appropriate or necessary. The adoption of the Plan or the granting of any Award shall not confer upon any Employee any right to continued employment in any particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of its Employees at any time, free from any claim or liability under the Plan. Unless expressly provided otherwise elsewhere in the Plan or in an Award Agreement, Awards under the Plan shall be made in anticipation of future service and/or subject to other vesting conditions and will not be earned until all conditions to vesting have been satisfied.

20. Amendment and Termination

The Plan may be amended, suspended, or terminated at any time by the Committee, provided that no amendment shall be made without stockholder approval, if it would (a) materially increase the number of shares available under the Plan (other than pursuant to Section 6(d)), (b) materially expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) materially extend the term of the Plan, (e) materially change the method of determining the exercise price of an Award, (f) delete or limit the Plan’s prohibition against Repricing, or (g) otherwise require approval by the stockholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange (or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is then traded or quoted). No such amendment referred to above shall be effective unless and until it has been approved by the stockholders of the Company. The Committee retains the right to modify an Award without a Participant’s prior consent if it determines that the modification is required to comply with applicable law, regulation, or regulatory guidance (including applicable tax law). Except as may be provided by Section 7(e), Section 11, and this Section 20, any other adverse modification shall not be effective without the Participant’s written consent. The Company shall furnish or make available to Participants a written notice of any modification through a brochure, prospectus supplement, or otherwise, which notice shall specify the effective date of such modification.

21. Successors and Assigns

The Plan and any applicable Award Agreement entered into under the Plan shall be binding upon and inure to the benefit of the respective successors and permitted assigns of Participants, including, without limitation, the executors, administrators, or trustees of a Participant’s estate, or any receiver or trustee in bankruptcy or representative of a Participant’s creditors.

22. Governing Law

The Plan and all Award Agreements entered into under the Plan shall be construed in accordance with and governed by the laws of the State of New York, except that any principles or provisions of New York law that would apply the law of another jurisdiction (other than applicable provisions of U.S. federal law) shall be disregarded. Notwithstanding the foregoing, matters with respect to indemnification, delegation of authority under the Plan, and the legality of shares of Common Stock issued under the Plan, shall be governed by the Delaware General Corporation Law.

23. Tax Compliance

Awards granted hereunder shall comply with or be exempt from Section 409A of the Code, unless otherwise determined by the Committee. If, pursuant to any Award that is subject to Section 409A of the Code, a Participant is entitled to receive a payment on a specified date, such payment shall be deemed made as of such specified date if it is made (a) not earlier than 30 days before such specified date, and (b) not later than December 31 of the year in which such specified date occurs or, if later, the fifteenth day of the third month following such specified

www.citigroup.com

Table of Contents

142ANNEX B

date; provided that the Participant shall not be permitted, directly or indirectly, to designate the taxable year in which such payment is made. If, pursuant to any Award that is subject to Section 409A of the Code, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the same meaning as provided in Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code. Notwithstanding any provision of this Plan to the contrary, in no event shall the Company or any Subsidiary be liable to a Participant on account of an Award’s failure to (a) qualify for favorable U.S. or foreign tax treatment, or (b) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Sections 409A and 457A of the Code.

24. Severability

If any provision of this Plan is finally held to be invalid, illegal, or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality, or unenforceability, and the remaining provisions shall not be affected thereby; provided that, if any such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed modified to the minimum extent necessary in order to make such provision enforceable.

Citi 2019 Proxy Statement

Table of Contents

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


Table of Contents


CITIGROUP INC.
3800 CITIGROUP CENTER DRIVE
BLDG G, MAIL ZONE G3-23
TAMPA, FL 33610-9122

SCAN TO
VIEW MATERIALS & VOTE
VOTE BY INTERNET - www.proxyvote.com or from a mobile phone scan the QR code aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 15, 2019.Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 25, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY TELEPHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 25, 2022. Have this proxy card in hand when you call and then follow the recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope so that it is received prior to the Annual Meeting on April 26, 2022.
VOTE BY TELEPHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 15, 2019. Have this proxy card in hand when you call and then follow the recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope so that it is received prior to the Annual Meeting on April 16, 2019.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Citigroup Inc. in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
To view or print a copy of the Proxy Statement or Annual Report on Form 10-K, go to www.citigroup.com/citi/investor/corporate_governance.html.
SHAREHOLDERVOTE DURING THE MEETING REGISTRATION:
 - Go to www.virtualshareholdermeeting.com/CITI2022
Shareholder Meeting Registration permits shareholders to register for the Annual Meeting and print their admission tickets at their leisure. If you plan toYou may attend the meeting please obtain an admission ticketvia the Internet and vote during the meeting. Have the information that is printed in the box marked by registering no later than April 15, 2019. Click the "Register for Meeting"
link at www.proxyvote.com.arrow available and follow the instructions.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E59445-P17380-Z73893-Z73892D70138-P66932-Z81857-Z81864KEEP THISPORTIONTHIS PORTION FOR YOURRECORDSYOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
  CITIGROUP INC.  
The Board of Directors recommends a voteFOR Proposals 1 through 4.
       
1. Proposal to elect 1512 Directors:
     For     Against     Abstain
          1a.     Michael L. Corbat☐☐☐
1b.Ellen M. Costello☐☐☐
 
1c.1b.Barbara J. DesoerGrace E. Dailey☐☐☐
1c.Barbara J. Desoer☐☐☐
 
1d.John C. Dugan☐☐☐
 
1e.Jane N. Fraser☐☐☐
1f.Duncan P. Hennes☐☐☐
 
1f.1g.Peter B. Henry☐☐☐
 
1g.1h.S. Leslie Ireland☐☐☐
1h.Lew W. (Jay) Jacobs, IV☐☐☐
 
1i.Renée J. James☐☐☐
 
1j.Eugene M. McQuade☐☐☐
1k.Gary M. Reiner☐☐☐
 
1l.1k.Diana L. Taylor☐☐☐
 
1m.1l.James S. Turley☐☐☐
 
 
 
 
 
     For     Against     Abstain
 
1n.     Deborah C. Wright☐☐☐
1o.     Ernesto Zedillo Ponce de Leon☐☐☐
2.   Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firmaccountants for 2019.2022.☐☐☐
 
3.Advisory vote to approve Citi's 2018 executive compensation.our 2021 Executive Compensation.☐☐☐
 
4.Approval of additional shares for the Citigroup 2019 Stock Incentive Plan.☐☐☐
 
The Board of Directors recommends a voteAGAINST Proposals 5 through 7.9.ForAgainstAbstain
 
5.     ShareholderStockholder proposal requesting Shareholder Proxy Access Enhancement to Citi's proxy access bylaw provisions.a Management Pay Clawback policy.☐☐☐
 
6.ShareholderStockholder proposal requesting that thean Independent Board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service.Chairman.☐☐☐
 
7.Shareholder proposalStockholder Proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing.☐☐☐
8.Stockholder Proposal requesting that the Board amend Citi's bylawsadopt a policy to give holders inend new fossil fuel financing.☐☐☐
9.Stockholder proposal requesting a non-discrimination audit analyzing the aggregate of 15% of Citi's outstanding common stock the power to call a special meeting.Company's impacts on civil rights and non-discrimination for all Americans.☐☐☐
         

Please indicate if you would like to keep your vote confidential under the current policy. ☐ ☐  
YesNo



 
 		     
Signature [PLEASE SIGN WITHIN BOX]    DateSignature (Joint Owners)Date

Table of Contents




Meeting Information

2019The 2022 Annual Meeting of Stockholders
will be held virtually on Tuesday, April 16, 201926, 2022, 9:00 a.m. Eastern Time.
To attend the meeting, you must be a stockholder on the record date. You will be able to attend the Annual Meeting as well as vote and participate in the question and answer session by visiting www.virtualshareholdermeeting.com/CITI2022 and entering the 16-digit control number included in your proxy card as well as your first and last name and your email address.

Attending the Virtual Meeting: Electronic entry to the meeting will begin on Tuesday, April 26, 2022, at 8:45 a.m. Eastern Time and the meeting will begin promptly at 9:00 a.m. at Citi's
Headquarters
388 Greenwich Street
New York, New York 10013Eastern Time. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the Virtual Stockholder Meeting page.

Shareholder Meeting Registration permits shareholders to register for the Annual Meeting and print their admission tickets at their leisure.
If you plan to attend the Annual Meeting, please click the "Register for Meeting" link at www.proxyvote.com.



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice
and Proxy Statement and Annual Report are available at
www.citigroup.com/citi/investor/corporate_governance.html.corporate_governance.html and/or www.proxyvote.com/Citi


E59446-P17380-Z73893-Z73892D70139-P66932-Z81857-Z81864
CITIGROUP INC.
Proxy Solicited on Behalf of the Board of Directors
of Citigroup Inc. for the
Annual Meeting of Stockholders, April 16, 201926, 2022

The undersigned hereby constitutes and appoints John C. Dugan, Michael L. CorbatJane N. Fraser and Rohan Weerasinghe,Brent J. McIntosh, and each of them his or her true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Stockholders of Citigroup Inc. ("Citigroup") to be held at Citi's Headquarters, 388 Greenwich Street, New York, NY 10013, on Tuesday, April 16, 2019,26, 2022, at 9:00 a.m. local timeEastern Time and at any adjournments or postponements thereof, on all matters properly coming before the Annual Meeting, including but not limited to the matters set forth on the reverse side.

You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. Your proxy cannot be voted unless you sign, date and return this card or follow the instructions for telephone or Internet voting set forth on the reverse side.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be votedFOR Proposals 1-4, andAGAINST Proposals 5-75-9 and will be voted in the discretion of the proxies (or, in the case of a Voting Plan, will be voted in the discretion of the plan trustee or administrator) upon such other matters as may properly come before the Annual Meeting.Meeting.

The signer(s) hereby acknowledge(s) receipt of the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement. The signer(s) hereby revoke(s) all proxies heretofore given by the signer(s) to vote at said Annual Meeting and any adjournments or postponements thereof. NOTE: Please sign exactly as name appears herein. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please giveprovide full title as such.title.

Attention employee benefit plan participants:If you hold shares of Citigroup common stock through an employee benefit plan, you should complete, sign and return this proxy card to instruct the trustee of the plan how to vote these shares. Your proxy must be received no later than 8:00 a.m., Eastern Time, on April 11, 201921, 2022 so that the trustee of the plan (who votes the shares on behalf of plan participants) has adequate time to tabulate the voting instructions. Your voting instructions will be kept confidential.

If shares of Citigroup common stock are issued to or held for the account of the undersigned under employee plans and voting rights are attached to such shares (any of such plans, a "Voting Plan"), then the undersigned hereby directs the respective fiduciary of each applicable Voting Plan to vote all shares of Citigroup common stock in the undersigned's name and/or account under such Plan in accordance with the instructions given herein and the terms of the applicable Voting Plan, at the Annual Meeting and at any adjournments or postponements thereof, on all matters properly coming before the Annual Meeting, including but not limited to, the matters set forth on the reverse side.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ABOVE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE