CITIGROUP INC

For the period ended Apr 30, 2024. Filed Mar 19, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2024 · Filed Mar 19, 2024

C$119.05+0.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT HIGHLIGHTS

Voting Items

Proposal 1: Election of Directors (Pages 46–67) The Board recommends you vote FOR each nominee

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

Proposal 3: Advisory Vote to Approve Our 2023 Executive Compensation (Pages 71–114) The Board recommends you vote FOR this proposal

Proposal 4: Approval of Additional Shares for, and a Term Extension and Restatement of, the Citigroup 2019 Stock Incentive Plan (Pages 115–124) The Board recommends you vote FOR this proposal

Stockholder Proposals 5-10 (Pages 125–138) The Board recommends you vote AGAINST each of the stockholder proposals

Meeting and Voting Information (For additional information, please see About the 2024 Annual Meeting starting on page 140.)

Date and Time April 30, 2024, 9:00 a.m. E.T.

Voting Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on.

Admission Procedures Please register to attend Citi’s 2024 Annual Meeting. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the virtual meeting. Go to www.virtualshareholder meeting.com/CITI2024 to attend the virtual meeting. Please remember to submit your 16-digit control number on your proxy card or voting instruction form as well as your first and last name and your email address.

Board and Corporate Governance Highlights Citi’s Board of Directors The members of the Board of Directors each have the qualifications and experience to guide Citi’s strategy and oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.
Independence		92% of our Board Nominees are Independent.
Board Refreshment		The average board tenure of our nominees is 7.8 years and four nominees have served for more than 10 years. There have been 2 new Directors elected within the last 5 years.
Diversity		Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect the diversity represented by our employees, customers, stockholders, and stakeholders. Based on the voluntary self-identification of gender, race, ethnicity, sexual orientation, disability, and veteran status by our Board members, the graphs disclose the diversity of the Board.
Women	Racially Diverse

Table of Contents

Proxy Statement Highlights	11

Citi’s Board of Directors

Name and Primary Qualifications · Age · Director Since · Principal Occupation and Other Current Public Company Directorships · Citi Committees
A · CPC · E · NGP · RM · T
Ellen M. Costello	69	2016	Former President and CEO, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group	●				●
Grace E. Dailey	63	2019	Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency	●				●
Barbara J. Desoer	71	2019	Chair, Citibank, N.A. Board: DaVita Inc.			●		●	●
John C. Dugan	68	2017	Chair, Citigroup Inc.	●		●	●	●
Jane N. Fraser	56	2020	Chief Executive Officer, Citigroup Inc.
Duncan P. Hennes	67	2013	Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd.	●	●	●		●
Peter B. Henry	54	2015	Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University Boards: Nike, Inc. and Analog Devices, Inc.		●		●
S. Leslie Ireland	64	2017	Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence						●
Renée J. James	59	2016	Founder, Chair and CEO, Ampere Computing Board: Oracle Corporation	●	●	●			●
Gary M. Reiner	69	2013	Operating Partner, General Atlantic LLC Board: Hewlett Packard Enterprise Company		●		●		●
Diana L. Taylor	69	2009	Former Superintendent of Banks, State of New York Board: Brookfield Corporation		●	●	●
James S. Turley	68	2013	Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc.	●		●		●
Casper W. von Koskull	63	2023	Former President and Group Chief Executive Officer, Nordea Bank Abp		●		●	●

Qualifications

Compensation	Human Capital Management
Corporate Governance	International Business or Economics
Environmental and Sustainability	Legal, Regulatory and Compliance
Financial Reporting	Risk Management
Financial Services	Technology, Cybersecurity and Data Management

●	committee member
●	committee chair
A	Audit
CPC	Compensation, Performance Management and Culture
E	Executive
NGP	Nomination, Governance and Public Affairs
RM	Risk Management
T	Technology

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12	Proxy Statement Highlights

Corporate Governance Highlights

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

Alignment with Stockholders

Adherence to Corporate Governance Best Practices

● Threshold for stockholders to call a Special Meeting is 15% ● Citi provides Proxy Access to eligible stockholders, which gives them the right to include their own Board nominees in the Company’s proxy materials ● Stockholders have the right to act by written consent ● Citi has an Independent Chair; if there is no Independent Chair, the Board will appoint a Lead Independent Director ● Majority vote standard for uncontested Director elections ● No super-majority vote provisions in our Restated Certificate of Incorporation

● The Board of Directors has 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 32 to review additional disclosure regarding the Transformation Oversight Committee) ● Citi’s Compensation, Performance Management and Culture Committee has oversight of Citi’s efforts to ensure ethical behavior in Citi’s culture, business practices, and employees ● Members of Citi’s Board of Directors and Citi’s executive officers are not permitted to hedge their Citi securities or to pledge their Citi securities as collateral for a loan; see Citi’s Hedging Policies on pages 40–41 ● Citi’s Board of Directors includes seven women and one racially diverse director ● Ongoing Board refreshment, with 6 of our 13 current directors having tenures of seven years or less ● Citi appointed a Chief Sustainability Officer in September 2019 ● In 2021, Citi announced its commitment to reach net zero greenhouse gas emissions by 2050

Our Investor Engagement Program*

*In the period following the 2023 Annual Meeting and prior to the issuance of the 2024 Proxy Statement, Citi engaged with investors regarding, among other topics, the following: executive compensation, human capital management (including diversity, equity and inclusion and pay equity), culture, risk and controls, climate change risk and disclosures, human rights, Board refreshment and governance, and certain stockholder proposals. For information about our engagement efforts in advance of the 2024 Annual Meeting, please see pages 101–102.

Table of Contents

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