CITIGROUP INC.
Current Report on Form 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Citigroup Inc. (Citi) has begun 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 will be accountable for driving progress. 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. Lack of sufficient progress will negatively affect the compensation of senior leaders, and senior leaders will have the opportunity to benefit from the achievement of Citi’s Transformation goals.
Consistent with this compensation philosophy, on August 13, 2021, the Personnel and Compensation Committee of Citi’s Board of Directors approved a program for Mark Mason, Chief Financial Officer, Paco Ybarra, CEO, Institutional Clients Group, and Michael Whitaker, Head of Enterprise Operations and Technology, that provides an opportunity for each to earn additional compensation based on the achievement of Citi’s Transformation goals from August 2021 through December 2024 and satisfaction of other conditions. Under this program, Messrs. Mason, Ybarra and Whitaker each have the opportunity to earn up to an additional $5 million, payable based on collective performance in respect of Citi’s Transformation goals over a multi-year performance period, divided into three parts, with payment allocated as follows: 25% in February 2023, 25% in February 2024 and 50% February 2025.
The program also will apply to other senior leaders critical to helping deliver a successful Transformation, excluding Jane Fraser, Citi’s Chief Executive Officer, with the value varying based on individual compensation levels. The portion of the target, if any, that the executives earn is tied to submission of suitable Transformation plans to Citi’s regulators in the U.S., timely execution of required interim measures, timely execution of highest-priority risk-reduction Transformation plan components, sustainable metrics in program execution, resourcing, risk reduction, and data governance, and demonstrable, quality leadership in all job specific aspects of the Transformation. Awards actually earned may be less than, but not greater than, the target. The Committee will evaluate the collective performance of program participants against these measures, with the baseline payout percentage being generally consistent across all participants.
Payment for each part will be in cash, in a lump sum, with the third payment indexed to changes in the value of Citi’s common stock from the award date through the payment date.
Payments in the event of any category of employment termination or change in job title or employment status are subject to Citi’s discretion. Cancellation and clawback is provided for in the event of misconduct and certain other circumstances.
