Not independent
Tenure on this board
1.3 yrs
Also a director at
Datadog Inc (DDOG)
13 nominees · 4 ballot items.
Elect 13 directors; Ratify KPMG LLP as independent auditor; Advisory vote to approve 2025 executive compensation; Approve additional 20 million shares for the Citigroup 2019 Stock Incentive Plan.
Vote to elect 13 director nominees to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of KPMG LLP as Citigroup’s independent registered public accounting firm for 2026.
Non-binding advisory (say-on-pay) vote to approve the compensation of named executive officers for 2025.
The advisory Proposal 3 requests stockholder approval, on a non-binding basis, of the Company’s 2025 executive compensation disclosures and practices. Management and the Compensation Committee designed the 2025 program to emphasize long-term, equity-based awards and performance metrics (RoTCE and TBVPS) to align pay with risk-managed performance. The Committee set CEO annual incentive at 85% equity-based with 50% as PSUs and 35% deferred stock and awarded a Special Award to the CEO (RSUs and stock options) for retention and recognition of long-term performance. Management’s rationale emphasizes strong 2025 financial results, progress on transformation and risk-control remediation (including OCC removal of a 2024 Consent Order amendment), and market benchmarking; the Board recommends FOR. The program includes deferral, clawbacks, and performance-based vesting and is subject to regulatory oversight; stockholder engagement was undertaken and the Company received favorable feedback, reflected in a 91% Say-on-Pay vote in 2025. Critics may focus on the Special Award size and timing given regulatory context, but management argues the design and vesting mitigate concerns. The proposal’s approval would be an endorsement of the Compensation Committee’s approach and the Board’s assessment of management performance in 2025.
Approve an amendment to the 2019 Stock Incentive Plan to increase the number of shares authorized for issuance by 20 million.
Proposal 4 asks stockholders to approve a 20 million share increase to the Citigroup 2019 Stock Incentive Plan. Management seeks the additional shares to support ongoing equity-based compensation practices that emphasize retention and alignment with long-term shareholder value, noting Citi’s history of repurchasing shares that offsets issuance and a low net dilution trend. The amendment would preserve plan features protective of shareholders—including no evergreen provision, minimum vesting, anti-repricing protections, double-trigger change of control, limits on per-participant grants, and clawback provisions—while allowing the Compensation Committee flexibility to grant deferred stock, PSUs, options, and other awards. The Board argues this increase is reasonable given recent grant activity and repurchases; opponents could view the share increase as potential future dilution and may question plan utilization metrics and the Special Award to the CEO. The Company discloses its burn rate, overhang, and repurchase history and confirms that additional issuance is consistent with market practice and regulatory guidance for equity-based compensation for senior bankers.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.43% | 109,658,356 | $12.4B |
| 2 | STATE STREET CORP | 4.58% | 78,042,648 | $8.9B |
| 3 | BlackRock, Inc. | 3.20% | 54,622,613 | $6.2B |
| 4 | Capital World Investors | 2.39% | 40,720,859 | $4.6B |
| 5 | BlackRock, Inc. | 2.23% | 37,968,887 | $4.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 36,731,157 | $4.2B |
| 7 | Fisher Asset Management, LLC | 2.06% | 35,218,996 | $4.0B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.90% | 32,457,746 | $3.7B |
| 9 | FRANKLIN RESOURCES INC | 1.57% | 26,729,913 | $3.0B |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.39% | 23,706,389 | $2.7B |
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