CITIGROUP INC

In 2021, the Compensation, Performance Management and Culture Committee (the Compensation Committee) of Citigroup’s Board of Directors approved a long-term performance-based bonus program to incentivize effective execution in connection with the transformation and remediation of the consent orders and to drive change in Citi’s risk and control environment and culture (the Transformation Bonus Program, or the Program). There are currently 200 senior employees who were deemed critical to the execution of the transformation and are therefore eligible for the Program.

Performance is measured, and the bonus, if any, payable pursuant to the Transformation Bonus Program is paid in three tranches, each representing a separate performance period. Well-defined goals and related metrics are established for each of the three tranches, which may reflect qualitative considerations, including regulatory actions. At the end of each year, the Compensation Committee determines the appropriate level of payout given the accomplishments for the performance period relative to the specific goals and related metrics. The maximum portion of the bonus payable for each tranche is 25% for the first tranche, 25% for the second tranche and 50% for the third tranche.

Following the completion of the first performance measurement period under the Transformation Bonus Program, the Compensation Committee determined that the Performance Achievement Percentage for the period ending December 31, 2022 was 94%, reflecting the Compensation Committee’s assessment of performance relative to the predetermined targets set for that tranche under the Program. The targets established for the first performance period included Citi’s submission to the FRB and OCC of plans to remediate the issues addressed by the 2020 Consent Orders, and objectively measurable targets to assess performance on transformation milestones. The Compensation Committee recognized that management performed above 90% achievement relative to targets on each metric category during the first performance period, with the exception of one (the percentage of milestones that were at risk for not being completed on time) for which Citi fell three percentage points short of target.

Following the completion of the second performance measurement period under the Program, the Compensation Committee determined that the Performance Achievement Percentage for the period ending December 31, 2023 was 80%. The criteria for the second performance measurement period were composed of two quantitative metrics: timely execution of the commitments scheduled to be completed, and execution quality, which is the percentage of those commitments deemed complete by Citi’s Internal Audit function. The third criterion for the second performance measurement period was a qualitative consideration of Citi’s cultural change, measured by its broad-based 2023 Voice of the Employee survey designed to measure cultural alignment with Citi’s Leadership Principles.

The Compensation Committee has determined that the metric categories for the third tranche of the Program, covering the calendar year 2024 performance period, will be the same as the metric categories for the second tranche. The Compensation Committee has set specific objective targets with respect to performance metrics within those categories.

For additional information on the Transformation Bonus Program, see Citi’s 2024 Proxy Statement for Citigroup’s Annual Meeting of Stockholders.