DEF 14A 1 citi_def14a.htm DEFINITIVE PROXY STATEMENT
SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
 
Filed by the Registrant [X]  
Filed by a Party other than the Registrant [   ]   
 
Check the appropriate box:         
[   ]        Preliminary Proxy Statement [   ]  Soliciting Material Under Rule 14a-12
[   ]   Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
   
[X]   Definitive Proxy Statement  
[   ]   Definitive Additional Materials  

  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):
[X]        No fee required.
[   ]
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
 





Citigroup Inc.
399 Park Avenue
New York, NY 10043

 

 

March 12, 2014


Dear Stockholder:

We cordially invite you to attend Citi’s Annual Stockholders’ Meeting. The Annual Meeting will be held on Tuesday, April 22, 2014, at 9AM CDT in the Landmark Ballroom at the Renaissance St. Louis Grand Hotel in St. Louis, Missouri. Directions to the 2014 Annual Meeting location are provided on page 100 of this Proxy Statement.

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

Thank you for your support of Citi.

Sincerely,

Michael E. O’Neill
Chairman of the Board




LETTER FROM THE BOARD OF DIRECTORS
TO OUR STOCKHOLDERS

We can draw satisfaction from all that we accomplished in 2013. Despite a tepid global economy, the continuation of social and political pressures, legacy challenges and other uncertainties, we achieved our highest earnings since the financial crisis. We improved the firm’s efficiency and returns, and we built significant capital and liquidity such that by year-end Citi had already exceeded future Basel requirements ahead of schedule. We passed our annual stress test, with an approved capital plan, and successfully submitted a comprehensive resolution plan to our U.S. regulators, which they deemed to be complete. While legacy items have negatively affected our profitability in recent years, and continue to do so, we significantly shrank the losses and assets of Citi Holdings, and reduced our deferred tax asset.

Despite these significant achievements, management and the board realize that over time Citi must generate returns above its cost of capital to achieve the level of profitability our shareholders expect. At the end of 2012, our CEO Mike Corbat and his management team produced a three-year plan (2013-2015) aimed at achieving the following financial targets by 2015: return on tangible common equity of over 10 percent; an efficiency ratio in the mid-50 percent range at the Citicorp level; and return on assets of 90 to 110 basis points. The firm achieved or exceeded most of the 2013 plan objectives, but clearly there is more to do. It goes without saying that the company’s future success will be dependent on maintaining sound risk management principles, and that is the bedrock upon which the plan has been built. The recent events in Mexico remind us of the constant need to be vigilant and to continue to work on strengthening our processes and controls.

EXECUTIVE COMPENSATION

As we described one year ago, we developed a new compensation program that uses an objective framework to determine incentive awards for top management, and we fully implemented the program this year. In our effort to more closely link compensation with measurable company and individual performance, scorecards were developed for each of our senior managers and performance against the scorecard objectives served as the foundation for our compensation decisions. As you will see, our senior managers achieved most of their 2013 goals, and their performance reviews reflect that fact. While we used an objective framework for the initial assessments, we considered other factors in reaching our final compensation decisions, as requested by our investors. We ultimately made mostly downward adjustments to the compensation awards – judgment we exercised to better reflect where we believe we are as a company. We explain those decisions in the Compensation Discussion and Analysis in this Proxy Statement.

ON CULTURE AND ETHICS

The board and management are conscious of the pervasive public perception that many members of this industry do not behave ethically. This perception undermines trust across the financial services sector and in our institution. The board and management are committed to addressing this industry issue head on. Management has put in place a comprehensive program to support and enhance the institutional values which have served this company for over 200 years. This program includes improved training, stronger controls, zero tolerance for malfeasance, and a renewed focus throughout the firm on our core philosophy of responsible finance and on adherence to our code of conduct. The board is in the process of establishing a new, separate committee focused solely on ethics and culture. We have no higher priority than ensuring that we hold everyone at Citi to the highest ethical standard.

   
2014 PROXY STATEMENT i



ACTIVE SHAREHOLDER ENGAGEMENT

We appreciate the ongoing feedback we receive from our investors – thank you for your support. Dialogue with shareholders makes us better stewards of your investment. We continue to invite you to write to us with your reactions and suggestions at Citigroup Inc. Board of Directors c/o Rohan Weerasinghe, General Counsel and Corporate Secretary, 399 Park Avenue, New York, New York 10043.

Michael L. Corbat Robert L. Ryan
 
Duncan P. Hennes Anthony M. Santomero
 
Franz B. Humer Joan E. Spero
   
Robert L. Joss Diana L. Taylor
 
Michael E. O’Neill William S. Thompson, Jr.
 
Gary M. Reiner James S. Turley
 
Judith Rodin Ernesto Zedillo Ponce de Leon

A WORD OF APPRECIATION

We would like to offer a final word of thanks to Robert Joss, who is retiring from our Board, having reached the mandatory retirement age. Bob joined the Board in 2009, and he has been a very active and astute board and committee member. We thank Bob for his many valuable contributions to Citi. We will miss his tenacity and wise counsel.


   
2014 PROXY STATEMENT ii




Citigroup Inc.
399 Park Avenue
New York, NY 10043

Notice of Annual Meeting of Stockholders

Dear Stockholder:

Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 22, 2014, at 9AM CDT in the Landmark Ballroom at the Renaissance St. Louis Grand Hotel, in St. Louis, Missouri. Directions to the 2014 Annual Meeting are provided on page 100 of this Proxy Statement. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting.

At the meeting, stockholders will be asked to:

Ø       elect Directors,
 
Ø ratify the selection of Citi’s independent registered public accounting firm for 2014,
   
Ø consider an advisory vote on Citi’s 2013 executive compensation,
 
Ø approve the Citigroup 2014 stock incentive plan,
 
Ø act on certain stockholder proposals, and
 
Ø 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.

The close of business on February 24, 2014 is the record date for determining stockholders entitled to vote at the Annual Meeting. A list of these stockholders will be available at Citi’s headquarters, 399 Park Avenue, New York City, for at least 10 days before the Annual Meeting or any adjournment or postponement thereof.

This year, we have utilized the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. The e-proxy process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting.

In accordance with this rule, on or about March 12, 2014, we sent certain of our stockholders at the close of business on February 24, 2014 a notice of the 2014 Annual Meeting containing a Notice 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.

Please vote by telephone, mobile phone or Internet (instructions are on your proxy card, voter instruction form, or Notice, as applicable), so that your shares will be represented whether or not you attend the Annual Meeting. If you receive your materials by mail, please sign, date, and promptly return the enclosed proxy card in the enclosed envelope.

By order of the Board of Directors


Rohan Weerasinghe
Corporate Secretary

March 12, 2014





CONTENTS
 
               Mission Statement 1
   
About the Annual Meeting 2
 
How We Have Done 7
     Annual Report 7
 
Corporate Governance 7
     Corporate Governance Guidelines 8
     Director Independence 9
     Meetings of the Board of Directors and Committees 12
     Meetings of Non-Management Directors 12
     Board Leadership Structure 12
     Board Diversity 13
     Board’s Role in Risk Oversight 13
     Committees of the Board of Directors 13
     Involvement in Certain Legal Proceedings 16
     Certain Transactions and Relationships, Compensation Committee Interlocks, and
          Insider Participation 16
     Indebtedness 18
     Business Practices 19
     Code of Ethics for Financial Professionals 19
     Ethics Hotline 20
     Code of Conduct 20
     Communications with the Board 20
 
Stock Ownership 21
 
Section 16(a) Beneficial Ownership Reporting Compliance 22
 
Proposal 1: Election of Directors 23
     Director Criteria and Nomination Process 23
     Director Qualifications 24
     The Nominees 27
     Directors’ Compensation 41
 
The Personnel and Compensation Committee Report 45
 
Compensation Discussion and Analysis 45
 
2013 Summary Compensation Table and Compensation Information 71
 
Management Analysis of Potential Adverse Effects of Compensation Plans 82
 
Audit Committee Report 83





               Proposal 2: Ratification of Selection of Independent Registered Public
     Accounting Firm 84
 
Proposal 3: Advisory Vote to Approve Citi’s 2013 Executive Compensation 86
 
Proposal 4: Approval of the Citigroup 2014 Stock Incentive Plan 87
 
Stockholder Proposals 91
 
  Submission of Future Stockholder Proposals 99
 
Cost of Annual Meeting and Proxy Solicitation 99
   
Householding 99
 
Directions to Annual Meeting Location 100
 
ANNEX A – ADDITIONAL INFORMATION REGARDING PROPOSAL 4 AND
     CITIGROUP 2014 STOCK INCENTIVE PLAN A-1
 
ANNEX B – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES B-1





Mission Statement

Citi works tirelessly to serve individuals, communities, institutions and nations. With 200 years of experience meeting the world’s toughest challenges and seizing its greatest opportunities, we strive to create the best outcomes for our clients and customers with financial solutions that are simple, creative and responsible. An institution connecting over 1,000 cities, 160 countries and millions of people, we are your global bank; we are Citi.

Citi’s Key Principles:
These are the values that guide us as we perform our mission.

Common Purpose
One team, with one goal: serving our
clients and stakeholders.
Responsible Finance
Conduct that is transparent, prudent
and dependable.
Ingenuity
Enhancing our clients’ lives through
innovation that harnesses the breadth
and depth of our information, global
network and world-class products.
Leadership
Talented people with the best training
who thrive in a diverse meritocracy
that demands excellence, initiative and
courage.

   
2014 PROXY STATEMENT 1




About the Annual Meeting

Annual Meeting of Stockholders

  Time and Date       9:00 AM CDT, April 22, 2014
   Place Renaissance St. Louis Grand Hotel
800 Washington Avenue
St. Louis, Missouri
   Record date February 24, 2014
   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 An admission ticket is required to enter Citi’s Annual Meeting.

Meeting Agenda and Voting Matters

     
         Board Vote Recommendation       Page Reference (for more detail)
   Election of Directors FOR EACH DIRECTOR NOMINEE 23
   Ratification of KPMG LLP (KPMG) as auditor FOR 84
     for 2014
   Advisory vote to approve Citi’s 2013 FOR 86
     executive compensation
   Approve the Citigroup 2014 Stock FOR 87
     Incentive Plan
   Stockholder Proposals AGAINST 91-99
   Transact other business that properly comes 6
     before the meeting

Who is soliciting my vote?

The Board of Directors of Citigroup Inc. (the Board) is soliciting your vote at the 2014 Annual Meeting of Citi’s stockholders.

Where and when will the Annual Meeting take place?

The Annual Meeting is scheduled to begin at 9:00 AM on April 22, 2014 in the Landmark Ballroom at the Renaissance St. Louis Grand Hotel in St. Louis, Missouri. The entrance to the Ballroom is on Washington Avenue between 9th and 10th Streets.

Why are you holding the Annual Meeting in St. Louis instead of New York City?

Citi’s Board chose St. Louis as the location for the annual meeting because we have a significant local employee population and wanted to provide our local stockholder population with the opportunity to attend Citi’s annual meeting. Under the Company’s By-laws, the Board designates the location for the annual meeting each year.

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?

Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we have elected to use e-proxy as part of the distribution for our proxy materials. The e-proxy process has allowed us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. As a result, we are mailing to many of our stockholders a Notice 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 found 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.

   
2014 PROXY STATEMENT 2




Why didn’t I receive a notice in the mail about the Internet availability of the proxy materials?

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 about the Internet availability of the proxy materials. In addition, we are providing notice of the availability of the proxy materials 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.

How can I access Citi’s proxy materials and Annual Report electronically?

This Proxy Statement and the 2013 Annual Report are available on Citi’s website at www.citigroup.com. Click on “About Us,” and 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.

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.

What will I be voting on?

  • Election of Directors (see page 23).
     
  •  
  • Ratification of KPMG as Citi’s independent registered public accounting firm for 2014 (see page 84).
     
  •  
  • An advisory vote to approve Citi’s 2013 executive compensation (see page 86).
     
  •  
  • Approval of the Citigroup 2014 Stock Incentive Plan (see page 87).
     
  •  
  • Four stockholder proposals (see pages 91-99).

An agenda will be distributed at the meeting.

How many votes do I have?

You will have one vote for every share of Citi common stock you owned on February 24, 2014 (the record date).

How many votes can be cast by all stockholders?

3,038,391,498, 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.

How many votes must be present to hold the meeting?

To constitute a quorum to transact business at the Annual Meeting, the holders of a majority of the votes that can be cast, or 1,519,195,750 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.

Does any single stockholder control 5% or more of any class of Citi’s voting stock?

Yes, according to a Schedule 13G Information Statement filed by BlackRock, Inc. and certain subsidiaries (BlackRock) on February 10, 2014, BlackRock may be deemed to beneficially own 6.6% of Citi’s common stock.

For further information, see Stock Ownership—Owners of More than 5% of Our Common Stock on page 22 in this Proxy Statement.

 
2014 PROXY STATEMENT 3





How do I vote?

You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, shareholders have a choice of voting over the Internet, by mobile phone, by telephone or by using a traditional proxy card.

                       

Vote by Internet
Go to www.proxyvote.com. You will need the 12 digit number included in your proxy card, voter instruction form or Notice.

Vote by Mobile Phone
You can scan this QR code to vote with your mobile phone. You will need the 12 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 12 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 below instructions regarding attendance at the Annual Meeting.

To reduce our administrative and postage costs, we ask that you vote through the Internet, by telephone, or by using your mobile phone 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 PM Eastern Time on April 21, 2014.

If you are a record holder of Citi common stock, you may attend the 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.

How do I get a printed proxy card?

There are three ways for stockholders to request a proxy card and a full set of materials at no charge if you received a Notice instead of the printed materials. In all three examples you will need the 12 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 12 digit Control Number in the subject line).

Can I change my vote?

Yes. Just send in a new proxy card with a later date, or cast a new vote by telephone or Internet, or send a written notice of revocation to Citi’s Corporate Secretary at the address on the cover of this Proxy Statement. If you attend the Annual Meeting and want to vote in person, you can request that your previously submitted proxy not be used.

What if I don’t vote for some of the matters listed on my proxy card?

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 accounting firm for 2014, for Citi’s 2013 executive compensation, for the Citigroup 2014 Stock Incentive Plan, and against the stockholder proposals.

Can my broker vote my shares for me on the election of Directors or executive compensation matters?

No. Please note that the rules that govern when brokers may vote your shares have changed. Brokers may no longer use discretionary authority to vote shares on the election of Directors or on executive compensation matters, including the advisory vote on compensation, and the Citigroup 2014 Stock Incentive Plan, if they have not received instructions from their clients. Please see the following question for an explanation of those matters on which brokers may vote your shares.

   
2014 PROXY STATEMENT 4




Can my shares be voted if I don’t return my proxy card and don’t attend the Annual Meeting?

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: (1) 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 (2) 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 2013 executive compensation, the Citigroup 2014 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.

If I hold shares through Citigroup’s employee benefit plans and do not provide voting instructions, how will my shares be voted?

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.

What vote is required, and how will my votes be counted, to elect Directors and to adopt the other proposals?

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:

                        Effect of
“Broker
Proposal Voting Options Vote Required to Adopt the Proposal Effect of Abstentions Non-Votes”*
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 Citi’s 2013 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.
The Citigroup 2014 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.
Four 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.

*        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.
 
   
2014 PROXY STATEMENT 5




If a nominee for Director is not reelected 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 reelected, 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 advisory vote to approve Citi’s 2013 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.

Is my vote confidential?

In 2006, the Board adopted a confidential voting policy as a part of its Corporate Governance Guidelines. Under the policy, except as necessary to meet applicable legal requirements, 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, 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 www.citigroup.com.

Could other matters be decided at the Annual Meeting?

We don’t know of any other matters that will be considered at the Annual Meeting. If a stockholder proposal that was excluded from this Proxy Statement is brought before the meeting, the Chairman 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.

What happens if the meeting is postponed or adjourned?

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.

Do I need a ticket to attend the Annual Meeting?

Yes, you will need an admission ticket or proof of ownership of Citi common stock to enter the Annual Meeting. When you arrive at the Annual Meeting, you may be asked to present photo identification, such as a driver’s license.

  • If you received a Notice of Internet Availability of Proxy Materials, you must bring the Notice to gain admission to the Annual Meeting.
     
  • If you did not receive a Notice but received a paper copy of the proxy materials and your shares are held in your name, please bring the admission ticket printed on the top half of the proxy card supplied with your materials.
     
  • If you did not receive a Notice but received a paper copy of the proxy materials and your shares are held in the name of a bank, broker or other holder of record, please bring the admission ticket that was enclosed with your materials.
     
  • If you receive your proxy materials by e-mail, you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership.
     
  • 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. Citi will not be able to accommodate guests at the Annual Meeting. Any persons needing special assistance should contact Shareholder Relations by phone at 1-860-291-4262 or at the following e-mail address: shareholderrelations@citi.com.
   
2014 PROXY STATEMENT 6




How We Have Done

Annual Report

If you received these materials by mail, you should have also received Citi’s Annual Report to Stockholders for 2013 with them. The 2013 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 2013 Annual Report on Form 10-K.

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. Among other initiatives, Citi in recent years has:

      Ø    adopted strong executive compensation governance practices, including expanded clawback policies and a new 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;
 
  Ø    amended our Corporate Governance Guidelines to provide that 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;
 
  Ø    eliminated super-majority vote provisions contained in our Restated Certificate of Incorporation;
 
  Ø    amended our By-laws, after electing an independent Chair in 2009, to provide that if Citi does not have an independent Chairman of the Board, the Board shall elect a lead independent Director;
 
  Ø    amended our By-laws to include a majority vote standard for uncontested Director elections;
 
  Ø    amended our By-laws to give holders of at least 25% of the outstanding common stock the right to call a special meeting;
 
  Ø    amended our Political Activities Statement (formerly Citi’s Political Contributions and Lobbying Statement) to increase disclosure about our lobbying practices and oversight. The Political Activities Statement provides meaningful disclosure about:

  • our lobbying policies and procedures including grassroots lobbying;
     
  • payments made by Citi for direct lobbying;
     
  • trade and business association participation;
     
  • membership in any tax-exempt group that writes and endorses model legislation; and
     
  • the Board’s oversight of lobbying activities, trade and business association participation and political contributions;
      Ø    amended the charter of the Nomination, Governance and Public Affairs Committee to include the Committee’s oversight responsibility for trade association, payments in addition to their oversight responsibility for political contributions and lobbying activities;
 
Ø    created a link on our website to federal and state government websites where our lobbying activities are reported; and
 
Ø    initiated a process to require trade and business associations to which Citi pays dues to attest that no portion of such payments are used for independent expenditures.
 
   
2014 PROXY STATEMENT 7




Corporate Governance Materials Available on Citi’s Website
Citi’s Corporate Governance 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. The Guidelines outline the responsibilities, operations, qualifications and composition of the Board.

In addition to our Corporate Governance Guidelines, other information relating to corporate governance at Citi is available on the Corporate Governance section of our website, including:

  • Audit Committee Charter
     
  • Nomination, Governance and Public Affairs Committee Charter
     
  • Personnel and Compensation Committee Charter
     
  • Risk Management and Finance Committee Charter
     
  • Code of Conduct
     
  • Code of Ethics for Financial Professionals
     
  • Citi’s Compensation Philosophy
     
  • By-laws and Restated Certificate of Incorporation
     
  • Corporate Political Activities Statement
     
  • A List of our 2013 Political Contributions

Citi stockholders may obtain printed copies of these documents by writing to Citigroup Inc., Corporate Governance, 601 Lexington Avenue, 19th Floor, New York, NY 10022.

Corporate Governance Guidelines

Citi’s Corporate Governance 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. The Guidelines outline the responsibilities, operations, qualifications and composition of the Board.

Our goal is that at least two-thirds of the members of the Board be independent. A description of our independence criteria and the results of the Board’s independence determinations are set forth below.

The Guidelines require that all members of the required committees of the Board (Audit; Nomination, Governance and Public Affairs; and Personnel and Compensation) be independent. Committee members are appointed by the Board upon 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. Meetings of the non-management Directors are held as part of every regularly scheduled Board meeting and are presided over by the independent Chairman.

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 by the Nomination, Governance and Public Affairs Committee, in order to ensure that each Director is able to devote sufficient time to performing 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).

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.

   
2014 PROXY STATEMENT 8




Directors are expected to attend Board meetings and meetings of the Committees on which they serve and the Annual Meeting of stockholders. All of the Directors then in office attended Citi’s 2013 Annual Meeting.

The Nomination, Governance and Public Affairs Committee nominates one of the members of the Board to serve as Chairman of the Board on an annual basis. The Nomination, Governance and Public Affairs Committee also conducts an annual review of Board performance, and each standing committee (except for the Executive Committee) conducts its own self-evaluation. The Board and committees may engage an outside consultant to assist in conducting the self-evaluations. The results of these evaluations are reported to the Board.

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 and its legal, compliance, regulatory and risk profile. Citi provides educational sessions on a variety of topics, which all members of the Board are invited to attend. These sessions are designed to allow Directors to, for example, develop a deeper understanding of a business issue or a complex financial product.

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).

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.

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 mortgage loans, home equity loans, consumer loans, credit cards, charge cards, overdraft checking privileges and margin loans to employees of a broker-dealer subsidiary of Citi made on market terms in the ordinary course of business. See Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation on page 16 of this Proxy Statement.

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.

   
2014 PROXY STATEMENT 9




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 Directors standing for election are independent:

Duncan P. Hennes                             Anthony M. Santomero
Franz B. Humer Joan E. Spero
Michael E. O’Neill   Diana L. Taylor
Gary M. Reiner William S. Thompson, Jr.
Judith Rodin James S. Turley
Robert L. Ryan Ernesto Zedillo Ponce de Leon

The Board has determined that Michael Corbat and, Board nominee, Eugene McQuade, are not independent. Mr. Corbat is our Chief Executive Officer and Mr. McQuade recently announced that he would retire as Chief Executive Officer of Citibank, N.A., our largest banking subsidiary, effective April 1, 2014.

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 and FDIC rules that apply to specific committees.

Categorical Standards

  • Advisory, Consulting and Employment Arrangements

      Ø    During any 12-month period within the last three years, neither a Director nor any immediate family member of a Director shall have received from the Company, directly or indirectly, any compensation, fees or benefits in an amount greater than $120,000, other than amounts paid (a) pursuant to the Company’s Amended and Restated Compensation Plan for Non-Employee Directors or (b) to an immediate family member of a Director who is a non-executive employee of the Company or another entity.
 
Ø    In addition, no member of the Audit Committee, nor any immediate family member who shares such individual’s household, nor any entity in which an Audit Committee member is a partner, member or executive officer shall, within the last three years, have received any payment for accounting, consulting, legal, investment banking or financial advisory services provided to the Company.
  • Business Relationships

      Ø    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.
 
Ø    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.
 
   
2014 PROXY STATEMENT 10





    Ø   

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: (a) 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; (b) 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; (c) when made does not involve more than the normal risk of collectability or present other unfavorable features; and (d) 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
      Ø    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) the Company’s present or former primary outside auditor or (b) any other outside auditor of the Company and personally worked on the Company’s audit, in each case within the three-year period following the auditing relationship.

      Ø    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 the Company’s outside auditor, or a current employee of the Company’s outside auditor and personally works on the Company’s audit, or (B) was within the last three years (but is no longer) a partner of or employed by the Company’s outside auditor and personally worked on the Company’s audit within that time.

  • Immaterial Relationships and Transactions

The Board may determine that a Director is independent notwithstanding the existence of an immaterial relationship or transaction between the Company 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 the Company’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 the Company 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).

   
2014 PROXY STATEMENT 11





  • Definitions

For purposes of the 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) 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) the Company is a participant, and (c) any related person (any Director, any executive officer of the Company, any nominee for Director, any stockholder owning in excess of 5% of the total equity of the Company, and any immediate family member of any such person) has or will have a direct or indirect material interest.

Meetings of the Board of Directors and Committees

The Board of Directors met 19 times in 2013. During 2013, the Audit Committee met 16 times, the Personnel and Compensation Committee met 10 times, the Nomination, Governance and Public Affairs Committee met 11 times, the Risk Management and Finance Committee met eight times and the Executive Committee met four times.

In addition, Mses. Spero and Taylor and Messrs. Joss, Reiner, Ryan, Thompson, and Zedillo have served on and/or chaired a number of ad hoc committees covering such topics as compliance matters, and operations and technology throughout the year.

Each Director attended at least 75% of the total number of meetings of the Citigroup Board of Directors and Citigroup Board Committees of which he or she was a member in 2013.

Meetings of Non-Management Directors

Citi’s non-management Directors meet in executive session without any management Directors in attendance each time the full Board convenes for a regularly scheduled meeting, which is usually seven times each year, and, if the Board convenes a special meeting, the non-management Directors ordinarily meet in executive session. During 2013, Michael O’Neill presided at each executive session of the non-management Directors. The independent Directors met in executive session during 2013.

Board Leadership Structure

Citi currently has an independent Chairman separate from the CEO. The Board believes it is important to maintain flexibility in its Board leadership structure and has had in place different leadership structures over the past few years, 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 Chairman, the Board shall elect a lead independent Director, having similar duties to an independent Chairman, including leading the executive sessions of the non-management Directors at Board meetings. Citi’s Chairman provides independent leadership of the Board. Having an independent Chairman or lead Director enables non-management Directors to raise issues and concerns for Board consideration without immediately involving management. The Chairman 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.

   
2014 PROXY STATEMENT 12





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 company like Citi, which operates in more than 100 countries around the globe, diversity includes race, ethnicity 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 Company operates.” Citi’s Board is committed to ensuring that it comprises individuals whose backgrounds reflect the diversity represented by our employees, customers and stakeholders. The candidates nominated for election at Citi’s 2014 Annual Meeting exemplify that diversity: three nominees are women (21%) and two nominees (14%) are African-American or Hispanic. 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, geographical background and experience but is committed to continuing to consider diversity issues in evaluating the composition of the Board.

Board’s Role in Risk Oversight

The Board oversees Citi’s global risk management framework. At each regularly scheduled Board meeting, the Risk Management and Finance Committee of 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. Global Risk Management, led by the Chief Risk Officer, is a company-wide function that is responsible for an integrated effort to identify, assess and manage risks that may affect Citi’s ability to execute on its corporate strategy and fulfill its business objectives. The Board’s role is to oversee this effort. The Risk Management and Finance 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. The Committee’s responsibilities include reviewing risk management and compliance policies and programs for, and reporting on, Citi and its subsidiaries; approving and adjusting risk limits subject to ratification by the Board; and consulting with management on the effectiveness of risk identification, measurement, and monitoring processes, and the adequacy of staffing and action plans, as needed. In addition, the Nomination, Governance and Public Affairs Committee reviews reputational issues and the Personnel and Compensation Committee reviews compensation programs to ensure that they do not, among other things, encourage imprudent risk-taking.

Committees of the Board of Directors

The standing committees of the Board of Directors are:

The Audit Committee, which assists the Board in fulfilling its oversight responsibility relating to (i) the integrity of Citigroup’s consolidated financial statements, financial reporting process and systems of internal accounting and financial controls; (ii) the performance of the internal audit function (“Internal Audit”); (iii) 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 firm (“Independent Auditors”) and the evaluation of the Independent Auditors’ qualifications, independence and performance; (iv) policy standards and guidelines for risk assessment and risk management; (v) Citigroup’s compliance with legal and regulatory requirements, including Citigroup’s disclosure controls and procedures; and (vi) the fulfillment of the other responsibilities set out herein. The report of the Committee required by the rules of the Securities and Exchange Commission is included in this Proxy Statement.

   
2014 PROXY STATEMENT 13





The Board has determined that each of Messrs. O’Neill, Ryan, Santomero, and Turley qualifies as an “audit committee financial expert” as defined by the SEC and each such director as well as Ms. Spero are 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.

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.”

The Executive Committee, which acts on behalf of the Board if a matter requires Board action before a meeting of the full Board can be held.

The Nomination, Governance and Public Affairs Committee, which 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. 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. See Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation on page 16 of this Proxy Statement for a complete description of the Policy on Related Party Transactions. The Committee, as part of the Board’s executive succession planning process, in conjunction with the Personnel and Compensation Committees, 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, Citi’s Code of Conduct, the Code of Ethics for Financial Professionals, and other internal policies to monitor that the principles contained in the Codes are being incorporated into Citi’s culture and business practices. The Nomination, Governance and Public Affairs Committee is also 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 responsibility for reviewing public policy and reputational issues facing Citi; reviewing political and charitable contributions made by Citi and the Citi Foundation, and payments to trade associations made by Citi; reviewing Citi’s policies and practices regarding supplier diversity; reviewing Citi’s business practices; and reviewing Citi’s sustainability policies and programs, including environmental policies and human rights. The Committee’s focus is global, reflecting Citi’s global footprint.

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/or from recruiting firms. To develop internal candidates, Citi engages in 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 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 at the Board strategy sessions. These presentations are made by senior managers at 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 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.

   
2014 PROXY STATEMENT 14





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.

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 “Board of Directors’ Committee Charters.”

The Personnel and Compensation Committee, which has been delegated broad authority to oversee compensation of employees of the Company and its subsidiaries and affiliates. 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 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 over compliance with applicable legal authority 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 (a) appropriately balance risk and financial results in a manner that does not encourage employees to expose Citi to imprudent risks, and (b) are consistent with bank safety and soundness. Towards that end, the Committee meets periodically with Citi’s senior risk officers 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 (each, a “Compensation Advisor”) 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. (Cook & Co.) to provide the Committee with advice on Citi’s compensation programs for senior management. The amount paid to Cook & Co. in 2013 is disclosed in the Compensation Discussion and Analysis on page 69 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 (the Code).

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

The Risk Management and Finance Committee, which has the primary responsibility for (1) oversight of Citigroup’s risk management framework, including the significant policies and practices used in managing credit, market, operational and certain other risks and (2) oversight of Citigroup’s policies and practices relating to Treasury matters, including capital, liquidity and financing, as well as to merger, acquisition, and divestiture activity (M&A). The Committee reports to the Board 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, Treasury and M&A policies.

   
2014 PROXY STATEMENT 15





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

The following table shows the current membership of each of the foregoing Committees.

Committees Current Members
Audit Committee Michael E. O’Neill
Robert L. Ryan
Anthony M. Santomero (Chair)
Joan E. Spero
James S. Turley
Executive Committee Robert L. Joss
Michael E. O’Neill (Chair)
Anthony M. Santomero
Diana L. Taylor
William S. Thompson, Jr.
Nomination, Governance and Public Affairs Judith Rodin
Committee Diana L. Taylor (Chair)
William S. Thompson, Jr.
Ernesto Zedillo Ponce de Leon
Personnel and Compensation Committee Michael E. O’Neill (Chair)
Judith Rodin
Diana L. Taylor
William S. Thompson, Jr.
Risk Management and Finance Committee Duncan P. Hennes
Franz B. Humer
Robert L. Joss
Anthony M. Santomero
William S. Thompson, Jr. (Chair)
Ernesto Zedillo Ponce de Leon

Involvement in Certain Legal Proceedings

There are no legal proceedings to which any Director, officer or principal stockholder, or any affiliate thereof, is a party adverse to Citi or has a material interest adverse to Citi.

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 and executive officers or their immediate family members). 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 Directors or an immediate family member of a Director. 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, comprised of the Chief Financial Officer, Chief Risk Officer, General Counsel, Chief Compliance Officer, and the Head of Corporate Affairs, is responsible for reviewing and approving all related party transactions valued at less than $50 million involving an executive officer or an immediate

   
2014 PROXY STATEMENT 16





family member of an executive officer. The policy also contains a list of categories of transactions involving Directors or executive officers, or their immediate family members 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.

In accordance with Citi’s Policy on Related Party Transactions, the Nomination, Governance and Public Affairs Committee approved the renewal of a consulting agreement with Robert L. Joss, who serves as a Director of Citi. Pursuant to the agreement, Mr. Joss will receive $87,500 to provide consulting services for the first quarter of 2014 to the Company and its subsidiaries and affiliates.

Mr. Corbat has entered into an Aircraft Time Sharing Agreement with Citiflight, Inc. (a subsidiary of Citigroup Inc.) that allows him to reimburse Citi for the cost of his personal use of corporate aircraft based on the aggregate incremental cost of the flight 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 reimbursed Citi $149,523 related to his personal use of corporate aircraft during 2013.

Based on information contained in a Schedule 13G filed with the SEC, BlackRock, Inc. (BlackRock), through certain of its subsidiaries, reported it beneficially owned 5% or more of the outstanding shares of Citi’s common stock as of December 31, 2013, see Stock Ownership — Owners of More than 5% of Our Common Stock in this proxy statement on page 21. During 2013, our subsidiaries provided ordinary course lending, trading, and other financial services to BlackRock, its affiliates and its clients. These transactions were entered into on an arm’s length basis and contain customary terms and conditions and were on substantially the same terms as comparable transactions with unrelated third parties.

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 may invest in certain Citi-sponsored investment opportunities only under certain circumstances and with the approval of the appropriate committee.

Citigroup Employee Fund of Funds I, L.P., Citigroup Capital Partners II, L.P. and Citigroup Venture Capital International Growth Partnership II, L.P. are funds that were formed in 2000, 2006 and 2007, respectively. They invest either directly or via a master fund in private equity investments. Citi matches each dollar invested by an employee with an additional two-dollar commitment to each fund, or feeder fund, in which an employee has invested. Citi’s match is made by a loan to the fund. Each eligible employee, subject to

   
2014 PROXY STATEMENT 17





vesting, receives the benefit of any increase in the value of the fund attributable to the loan made by Citi, less the interest paid by the fund on the loan, as well as any increase in the value of the fund attributable to the employee’s own investment. In accordance with the funds’ offering memoranda, executive officers are not eligible to participate in the funds on a leveraged basis.

The following distributions exceeding $120,000 with respect to investments in Citigroup Employee Fund of Funds I, L.P. and Citigroup Capital Partners II, L.P. were made to executive officers in 2013:

Citigroup
Employee
Fund of
Funds I, L.P.
Cash
Distributions
James Forese $190,000
   
Citigroup Capital
Partners II, L.P.
Cash
Distributions
Michael Corbat     $ 370,973    
James Cowles   $ 1,073,603  
James Forese $ 741,947
Manuel Medina-Mora $ 599,774

In 2013, Citi performed corporate banking and securities brokerage services in the ordinary course of our business for certain organizations in which some of our Directors 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 are officers or directors.

The persons listed on page 45 of this Proxy Statement are the current members of the Personnel and Compensation Committee. In addition, the following Directors served on the Personnel and Compensation Committee in 2013: Joan Spero and Ernesto Zedillo Ponce de Leon. No current or former member of the Personnel and Compensation Committee was a part of a “compensation committee interlock” during fiscal year 2013 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 Cook & Co. for any compensation-related services in 2013.

An adult child of Mr. Humer, a Director, is employed by Citi’s Institutional Clients Group and received 2013 compensation of $560,000. This employee’s compensation was established by Citi in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Mr. Humer does not have a material interest in the employment relationship nor share a household with this employee. This individual is one of the approximately 251,000 employees of Citi.

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.

   
2014 PROXY STATEMENT 18




Certain transactions 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 2013 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 Practices

Citi’s business practices committees, at the corporate level and in each of its businesses, review business activities, sales practices, product design, potential conflicts of interest, complex transactions, suitability and other reputational concerns providing guidance so that Citi’s business practices meet the highest standards of ethics, integrity and professional behavior. These committees, comprised of our most senior executives, focus on reputational risk while our businesses are responsible for ensuring that our policies are adhered to and affirm our commitment to the principles of responsible finance and protecting the franchise.

Business practices concerns may be surfaced by a variety of sources, including business practices working groups, other in-business committees, or the control functions. The business practices committees guide the development of business practices and may change them when necessary or appropriate. These issues are reported on a regular basis to the Citi Business Practices Committee and the Nomination, Governance and Public Affairs Committee of the Board.

Code of Ethics for Financial Professionals

Citi has adopted a Code of Ethics for Financial Professionals governing the principal executive officer, principal financial officer, and principal accounting officer of Citi and all Citi professionals worldwide serving in a finance, accounting, treasury, tax or investor relations role. A copy of the Code of Ethics 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, if any, on our website.

   
2014 PROXY STATEMENT 19





Ethics Hotline

Citi strongly encourages employees to raise concerns or questions regarding ethics, discrimination or harassment matters, and to promptly report suspected violations of these and other applicable laws, regulations, Citi policies, procedures or standards. Citi offers several channels by which employees and others may report ethical concerns, including, without limitation, concerns about accounting, internal controls or auditing matters. We 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. 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, multi-lingual website submission, fax line, and conventional mailing address. Any individual may also raise a concern by accessing Citi’s public-facing corporate website. Individuals may choose to remain anonymous to the extent permitted by applicable laws and regulations. We prohibit retaliatory actions against anyone for raising concerns or questions in good faith, or who participates in a subsequent investigation of such concerns.

Code of Conduct

The Board has adopted a Code of Conduct, which provides an overview of the laws, regulations and Citi policies and procedures applicable to the activities of Citi, and sets forth 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 Chairman 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, Citigroup Inc., 399 Park Avenue, New York, NY 10043. 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.

   
2014 PROXY STATEMENT 20




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 (other than cash equivalents and net of amounts required to pay taxes and option exercise prices) as long as they are executive officers. In addition, a new stock holding period effective as of January 2013 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. This change was adopted last year to be responsive to proposals Citi has received in recent years from stockholders and further aligns the interests of executive officers with those of stockholders. Directors are similarly required to retain at least 75% of the net equity awarded to them. 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.

The following table shows the beneficial ownership of Citi common stock by our Directors, nominees, and certain executive officers at February 24, 2014.

Common Stock Stock Options Total
Beneficially Exercisable Common
Owned Within 60 Stock
Directors, Officers Excluding Days of record Beneficially
   and Nominees: Position     Options      Date      Owned   
Michael Corbat Chief Executive Officer & Director 368,439 150,000 518,439
James A. Forese Co-President, Citigroup Inc. and CEO, ICG 419,576 234,491 654,067
  John Gerspach Chief Financial Officer 287,473 150,000 437,473
Duncan P. Hennes Director 3,430 3,430
Franz B. Humer Director   10,628 10,628
Robert L. Joss Director 20,551 20,551
Brian Leach Head of Franchise Risk and Strategy,
Citigroup
367,344 190,678 558,022
Eugene M. McQuade Nominee 270,379 100,000 370,379
Manuel Medina-Mora Co-President, Citi; Chief Executive Officer,
Global Consumer Banking; Chairman,
Mexico
970,932 250,847 1,221,779
Michael E. O’Neill Chairman of the Board 69,687 69,687
Gary M. Reiner Director 5,289 5,289
Judith Rodin Director 27,693   27,693  
Robert L. Ryan Director 23,892 23,892
Anthony M. Santomero Director 26,580 26,580
Joan E. Spero Director 14,943   14,943
Diana L. Taylor Director 18,635 18,635
William S. Thompson, Jr. Director 64,290 64,290
James S. Turley Director 4,553 4,553
Ernesto Zedillo Ponce de Leon Director 17,293 17,293
All directors & executive officers
     as a group (27 persons) 4,560,854 1,705,298 6,266,152

At February 24, 2014, no Director, nominee, or executive officer owned as much as 1% of Citi’s common stock.

At February 24, 2014, all of the Directors, nominees, and executive officers as a group beneficially owned approximately 0.20% of Citi’s common stock.

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

   
2014 PROXY STATEMENT 21




Of the shares shown on the preceding page, all of which are deemed to be beneficially owned under SEC rules, some portion may not be held directly by a Director, nominee or executive officer. The following table details the various forms in which Directors, nominees, or executive officers indirectly hold shares. Such indirectly held shares may be shares:

  • for which receipt has been deferred under certain deferred compensation plans;
     
  • 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, nominee, 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;
     
  • for which the Director, nominee, or executive officer has direct or indirect voting power but not dispositive power; or
     
  • for which the Director, nominee, or executive officer has direct or indirect voting power but that are subject to restrictions on disposition, as shown in the following table.

Owned by or Tenant Voting Power, Restricted or
in Common with but not Deferred Shares
Receipt Family Member, Dispositive Subject to Restriction
   Director/Officer/Nominee       Deferred       Trust or Mutual Fund       Power       on Disposition   
Michael Corbat 1,781 202,184
James A. Forese 213,967
John Gerspach 40,000 102,591
Duncan P. Hennes 3,430  
Franz B. Humer 10,628
Robert L. Joss 4,169 1,700  
Brian Leach 163,524
Eugene M. McQuade 103,248 121,606
Manuel Medina-Mora   275,196 156,286
Michael E. O’Neill 41,487 28,200
Gary M. Reiner 4,553
Judith Rodin 27,657 36
Robert L. Ryan   22,381
  Anthony M. Santomero 26,580
Joan E. Spero 13,943
Diana L. Taylor 10,296
William S. Thompson, Jr. 6,481 57,854
James S. Turley 4,553
Ernesto Zedillo Ponce de Leon 17,293
All directors nominees & executive
     officers as a group (27 persons) 193,451 512,648 1,666,357

Owners of More than 5% of Citi Common Stock(a)
   Name and Address of Beneficial Owner       Beneficial Ownership            Percent of Class   
BlackRock Inc.        
40 East 52nd Street, New York, New York 10022
Amount beneficially owned 199,720,313(a) 6.6%
(a)      Based on the Schedule 13G filed with the SEC on February 10, 2014 by BlackRock, Inc. and certain subsidiaries (BlackRock). BlackRock reported that it had sole voting power over 162,110,798 shares; shared voting power over 222,406 shares and sole dispositive power over 199,497,907 shares; and shared dispositive power over 222,406 shares all shares beneficially owned. The Schedule 13G states that the shares were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Citi.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Citi’s officers and Directors, and persons who own more than ten percent 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 2013, each of its officers and Directors complied with all such filing requirements, with the exception of an inadvertent late filing of a Form 4 report with respect to Eugene McQuade concerning the purchase of 585 shares in an account managed by an outside investment advisor. Mr. McQuade’s Form 4, which should have been filed with the SEC no later than June 21, 2013, was filed on August 23, 2013.

   
2014 PROXY STATEMENT 22




Proposal 1: Election of Directors

The Board has nominated all of the current Directors for re-election at the 2014 Annual Meeting, except for Robert L. Joss, who will not stand for re-election to the Board having reached the retirement age under Citi’s Corporate Governance Guidelines. Directors are not eligible to stand for re-election after reaching the age of 72. In addition, the Board has nominated Eugene M. McQuade for election to the Board at the 2014 Annual Meeting. Each of the Director nominees that currently serve on the Board were elected by the shareowners at the 2013 Annual Meeting of Shareowners, except for Messrs. Hennes, Reiner, and Turley, who were elected by the Board during 2013. Messrs. Hennes and Reiner were identified as potential Directors by Egon Zehnder and Mr. Turley was identified by Korn/Ferry International. Eugene M. McQuade was recommended as a candidate for election to the Citigroup Board by his fellow directors on the Citibank board, all of whom are members of Citi’s Board. If elected, each nominee will hold office until the 2015 Annual Meeting of Stockholders and until his or her successor is elected and qualified.

The one-year term of all of Citi’s Directors expires at the Annual Meeting.

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 2013, the Committee engaged Korn/Ferry International and 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, Citigroup Inc., 399 Park Avenue, New York, NY 10043. All proposals for nominations received by the Corporate Secretary will be presented to the Committee for its consideration.

The Nomination, Governance and Public Affairs Committee reviews each candidate’s biographical information and assesses each candidate’s independence, skills and expertise 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 chairman, chief executive officer, chief operating officer or equivalent policy-making and operational level of a large organization with significant international activities 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 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.
     
  • 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 our 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.
     
  • Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a Director.

   
2014 PROXY STATEMENT 23




Application of these factors involves the exercise of judgment by the Nomination, Governance and Public Affairs Committee and the Board.

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 2014 Annual Meeting, we received timely notice from one stockholder who proposed himself for consideration to be nominated by the Nomination, Governance and Public Affairs Committee to stand for election at the Annual Meeting. The qualifications of the individual were discussed at a meeting of the Nomination, Governance and Public Affairs Committee and the views of Egon Zehnder were considered. After deliberation, the Committee decided not to include this individual on the slate of candidates it proposed to the full Board for consideration. The Nomination, Governance and Public Affairs Committee used the above-mentioned criteria to evaluate the candidate.

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 backgrounds necessary to oversee Citi’s efforts toward continued growth and profitability, 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 analytic skills, strategic vision, their ability to lead and inspire others to work with them, and their 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.

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 coming fully prepared to meetings and being willing to spend the time and effort needed to fulfill professional obligations, the ability to maintain a collegial environment, and the experience of having served as a Board member of a sophisticated global company.

Many of our nominees are either current or former chief executive officers or chairmen of other large international corporations or have experience operating large, complex academic, governmental or philanthropic institutions or 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 chairman of a major corporation or large, complex institution have extensive experience with financial statement preparation, compensation determinations, regulatory compliance (if their businesses are or were regulated), corporate governance, public affairs, and legal matters.

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 business 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:

  • International Business: As a company with a broad international reach, Citi’s Board values the perspectives of Directors with international business or governmental experience. 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.

   
2014 PROXY STATEMENT 24




Directors with international business experience can use the experience and relationships 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.

  • Financial Services Industry: Citi is a global diversified banking company whose businesses provide a broad range of financial services to consumer and corporate customers, making it critically important that its Board include members who have deep financial services backgrounds. To deepen the financial services strength on its Board, Citi announced on January 21, 2009 that it would ask experienced industry leaders with strong, proven financial and banking sector expertise to join its Board of Directors. We have done so and the nominees include many individuals with extensive financial institution experience.
     
  • Risk Management: 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 and certain other risks, and review recommendations by management regarding risk mitigation. 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.
     
  • Regulatory Compliance: Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and internationally, including the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, state banking and insurance departments, and international financial services authorities. Having Directors with experience serving at, or 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.
     
  • Consumer Business: With more than 200 million accounts, Citi provides services to its retail customers in connection with its retail banking, credit card, consumer finance, real estate lending, personal loans, investment services, auto loans, small- and middle-market commercial banking, and other financial services businesses. 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.
     
  • Corporate Business: 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 derivative services; and global transaction services, including 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.
     
  • Corporate Affairs: Citi’s reputation is a vital asset in building trust with its clients 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, communications, and corporate social responsibility assist management by reviewing Citi’s policies and programs that relate to significant public issues, as well as by reviewing Citi’s relationships with external stakeholders and issues that impact Citi’s reputation.
     
  • Financial Reporting: 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. The Board must include members with direct or supervising experience in the preparation of financial statements, as well as finance and accounting expertise.

   
2014 PROXY STATEMENT 25





  • Compensation: Citi’s Personnel and Compensation 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. 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 short-term goals.
     
  • Corporate Governance: 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.
     
  • Legal Matters: In addition to the regulatory supervision described above, Citi is subject to myriad laws and regulations and is party to many lawsuits and regulatory proceedings. 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 complying with regulatory requirements, as well as understanding complex litigation and litigation strategies.

   
2014 PROXY STATEMENT 26





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.

The Board of Directors recommends that you vote for each of
the following nominees.

Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Michael L. Corbat
53

 

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
  • Director of Citigroup since 2012
  • Previous Directorships within the last five years: EMI
  • Other Activities: British/American Business, Inc. (Director), New York City Partnership (Director), The U.S. Ski & Snowboard Team Foundation (Director), The Clearing House Association (Member of the Supervisory Board), Financial Services Forum (Member), Institute of International Finance (Board Member), International Business Council of WEF (Member)

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, International Business, Corporate and Consumer Business, Regulatory Compliance and Corporate Affairs. In his role as Chief Executive Officer of Citigroup Inc., his prior experience 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.


   
2014 PROXY STATEMENT 27





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Duncan P. Hennes
57

 

Co-Founder and Partner
Atrevida Partners, LLC

  • Co-Founder and Partner, Atrevida Partners, LLC – 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 Company – 1987 to 1999
  • Audit Manager, Arthur Andersen & Co. – 1979 to 1987
  • Director of Citigroup since 2013
  • Director of Citibank, N.A. since 2013
  • Other Directorships: Syncora Holdings. Ltd.
  • Previous Directorships within the last five years: N/A
  • Other Activities: Standard & Poor’s (Board Member), Freeman & Co. (Advisory Board), Promontory Financial Group (Advisory Board), Penn Medicine (Trustee)

SKILLS AND QUALIFICATIONS

 

Mr. Hennes is an experienced financial services 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, Corporate Business, Regulatory Compliance, and Corporate Affairs. In his role as the Co-Founder of Atrevida Partners, LLC and his prior experience at Promontory Financial Group and Bankers Trust Corporation he has gained extensive 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 Chair of Oversight Partners, Mr. Hennes gained experience in credit and risk management, and personnel matters. Additionally, in his role as CEO of Soros Fund Management, Mr. Hennes gained experience in investing, operational infrastructure, and trading, including arbitrage activities. Mr. Hennes’ experience as a Certified Public Accountant has also given him audit, financial reporting, and risk management expertise.


   
2014 PROXY STATEMENT 28





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Franz B. Humer
67

 

Chairman, Retired
Roche Holding Ltd

  • Chairman, Roche Holding Ltd – 2008 to March 2014
  • Chairman & Chief Executive Officer, Roche Group – 2001 to 2008
  • Chief Executive Officer, Roche Group – 1998 to 2001
  • Chief Operating Officer, F. Hoffmann-La Roche Ltd – 1996 to 1998
  • Head of Pharmaceuticals, F. Hoffmann-La Roche Ltd – 1995 to 1996
  • Director of Citigroup since 2012
  • Director of Citibank, N.A. since 2012
  • Other Directorship: Diageo plc (Chairman)
  • Previous Directorships within the last five years: Allianz SE and Roche Holdings Inc.
  • Other Activities: Friends of Phelophepa Foundation (Chairman), INSEAD (Chairman), International Centre for Missing and Exploited Children (Chairman), and Jacobs Holding AG (Member of the Board)

SKILLS AND QUALIFICATIONS

 

Mr. Humer is an experienced executive and has been nominated to serve on the Board because of his extensive experience in the areas of International and Consumer Business, Financial Reporting, Risk, Compensation, Regulatory Compliance, and Corporate Governance. Mr. Humer gained extensive experience in international and consumer business, risk management, compensation, regulatory compliance, financial reporting, and corporate governance in his roles as CEO and Chair of Roche Holding and other executive positions at Roche, his roles as an executive at GlaxoSmithKline Plc and Schering Plough, as well as in his service as Chair of Diageo plc. With his many years of experience leading large complex organizations in the U.S. and in Europe in an extensively regulated industry, Mr. Humer is able to offer insights in the implementation of business strategies in major global markets, advice on regulatory compliance, and to provide strategic guidance on the development and expansion of important franchises and brands. As a former member of the International Advisory Board of Allianz, and as a member of several philanthropic organizations, he is able to provide important perspectives on international and consumer business and corporate affairs.


   
2014 PROXY STATEMENT 29





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Eugene M. McQuade
65

 

Chief Executive Officer, Retired*
Citibank, N.A.

  • Chief Executive Officer and Director, Citibank, N.A. – July 2009 to April 2014
  • Vice Chairman, President and Director, Merrill Lynch Banks – 2008 to 2009
  • President, Chief Operating Officer and Director, FreddieMac – 2004 to 2007
  • President and Director, Bank of America – 2004
  • President, Chief Operating Officer and Director, FleetBoston Financial – 2002 to 2004
  • Vice Chairman and Chief Financial Officer, FleetBoston Financial – 1997 to 2002
  • Director of Citibank, N.A. since 2009
  • Other Directorships: XL Group, plc
  • Previous Directorships within the last five years: N/A
  • Other Activities: Boys and Girls Club (Trustee), American Ireland Fund (Director)

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 Banking, Financial Services, Risk Management, Corporate and Consumer Business, Financial Reporting and Regulatory 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, operational risk, and strategic planning and supervised Citibank’s financial reporting. Mr. McQuade has extensive experience and financial 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. His has gained broad experience in consumer banking and commercial banking through his previous experience at Bank of America, FleetBoston Financial, and Merrill Lynch. In addition, his board service at XL Group, plc gives him experience with 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.


*       Mr. McQuade announced that he will retire as CEO of Citibank, N.A. effective on April 1, 2014.

   
2014 PROXY STATEMENT 30





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Michael E. O’Neill
67

 

Chairman
Citigroup Inc.

  • Chairman, Citigroup Inc. – 2012 to Present
  • Chairman, Chief Executive Officer and Director, Bank of Hawaii Corporation – 2000 to 2004
  • Elected Chief Executive Officer, Barclay’s PLC – 1999
  • Vice Chairman and Chief Financial Officer, Bank of America – 1995 to 1998
  • Chief Financial Officer, Continental Bank – 1993 to 1995
  • Director of Citigroup since 2009
  • Other Directorships: FT Ventures (Advisory Board)
  • Previous Directorships within the last five years: N/A
  • Other Activities: The Honolulu Museum of Arts (Trustee), University of Virginia, Darden Graduate School of Business Foundation (Trustee), and The Export-Import Bank of the United States (Member of Advisory Board)

SKILLS AND QUALIFICATIONS

  

Mr. O’Neill is an experienced financial services executive and has been nominated to serve on the Board because of his extensive experience in the areas of Financial Services, International Business, Corporate and Consumer Business, Regulatory Compliance, Risk Management, and Financial Reporting. As the former Chairman and Chief Executive Officer of the Bank of Hawaii, Vice Chairman and Chief Financial Officer at Bank of America, and Chief Financial Officer of Continental Bank, Mr. O’Neill has had extensive experience and developed his expertise in the areas of financial services, international, corporate and consumer business, regulatory compliance, risk management, and financial reporting. Under his leadership, Bank of Hawaii executed a successful three-year strategic turnaround, and risk management procedures were overhauled. Furthering his regulatory compliance expertise, while at the Bank of Hawaii, Mr. O’Neill served as the 12th District representative of the Federal Reserve Advisory Council. During his tenure at Continental Bank and while he was an independent financial consultant, Mr. O’Neill gained extensive international financial services experience.


   
2014 PROXY STATEMENT 31





Name and Age at Record Date       Position, Principal Occupation, Business Experience and Directorships

Gary M. Reiner
59

Operating Partner
General Atlantic LLC

  • Operating Partner, General Atlantic LLC – 2010 to Present
  • Senior Vice President and Chief Information Officer, General Electric Company – 1996 to 2010
  • Partner, Boston Consulting Group – 1986 to 1991
  • Director of Citigroup since 2013
  • Director of Citibank, N.A. since 2013
  • Other Directorships: Hewlett-Packard Company
  • Previous Directorships within the last five years: Genpact Ltd
  • Other Activities: Norwalk Hospital (Member)

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 Technology, Financial Reporting, Corporate Governance, and International and Consumer Business. 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, multi-national operation, developing technology innovations, strategic planning and marketing to an international consumer base. He also has significant experience in IT through his many years of experience as a partner of Boston Consulting Group, where he focused on strategic issues for technology businesses. Mr. Reiner’s expertise as an innovative technology leader will assist Citi in meeting the challenges of 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 and corporate governance expertise as the Chair of its Nominating, Governance and Social Responsibility Committee.


   
2014 PROXY STATEMENT 32





Name and Age at Record Date       Position, Principal Occupation, Business Experience and Directorships

Judith Rodin
69

President
Rockefeller Foundation

  • President, Rockefeller Foundation – 2005 to present
  • President Emerita, University of Pennsylvania – 2004 to present
  • President, University of Pennsylvania – 1994 to 2004
  • Provost, Yale University – 1992 to 1994
  • Director of Citigroup since 2004
  • Other Directorships: Comcast Corporation
  • Previous Directorships within the last five years: Aetna Inc., and AMR Corporation
  • Other Activities: World Trade Memorial Foundation (Director), Carnegie Hall (Director), Laureate Education, Inc. (Director), White House Project (Member), Council on Foreign Relations (Member), and National Academy of Sciences Institute of Medicine (Member)

SKILLS AND QUALIFICATIONS
 

Dr. Rodin is an experienced leader in the not-for-profit sector and has been nominated to serve on the Board because of her skills and experience in the areas of Corporate Affairs, Corporate Governance, Compensation, Financial Reporting, Risk Management and Legal Matters. Through her current role as the President of the Rockefeller Foundation, and her previous positions as President of the University of Pennsylvania from 1994 until her retirement in 2004, and as Provost of Yale University from 1992 to 1994, together with her service as a member of the Comcast Audit Committee, Dr. Rodin has had extensive experience in the areas of corporate affairs, financial reporting, risk management and legal matters. As the President of the University of Pennsylvania, which was the largest private employer in Philadelphia, as a member of the Compensation Committee of Comcast Corporation, and as a Director of Comcast Corporation and Laureate Education, Inc., Dr. Rodin has had extensive experience with compensation matters. Her service as a Director of the World Trade Memorial Foundation, and of Carnegie Hall, as an honorary Director of the Brookings Institution, a member of the Council on Foreign Relations, a member of the Institute of Medicine, and a member of the New York City Commission for Economic Opportunity have deepened her understanding of corporate affairs issues.


   
2014 PROXY STATEMENT 33





Name and Age at Record Date       Position, Principal Occupation, Business Experience and Directorships

Robert L. Ryan
70

Chief Financial Officer, Retired
Medtronic Inc.

  • Senior Vice President and Chief Financial Officer, Medtronic Inc. – 1993 to 2005
  • Vice President, Finance and Chief Financial Officer, Union Texas Petroleum Corporation – 1984 to 1993
  • Controller, Union Texas Petroleum Corporation – 1983 to 1984
  • Treasurer, Union Texas Petroleum Corporation – 1982 to 1983
  • Vice President, Citibank, N.A. – 1975 to 1982
  • Management Consultant, McKinsey & Co. – 1970 to 1975
  • Director of Citigroup since 2007
  • Director of Citibank, N.A. since 2009
  • Other Directorships: General Mills and Stanley Black & Decker
  • Previous Directorships within the last five years: Hewlett-Packard and United Health Group
  • Other Activities: Cornell University (Trustee)

SKILLS AND QUALIFICATIONS
 

Mr. Ryan is an experienced finance executive and has been nominated to serve on the Board because of his extensive skills and experience in the areas of Financial Reporting, Risk Management, and Corporate Affairs. Mr. Ryan has developed extensive expertise in financial reporting and risk management through his roles as Senior Vice President and Chief Financial Officer of Medtronic from 1993 to 2005, Vice President, Finance and Chief Financial Officer of Union Texas Petroleum Corporation from 1984 to 1993, its Controller from 1983 to 1984, and its Treasurer from 1982 to 1983, as well as through his service on Citi’s Audit Committee, and his service on the Audit Committees of General Mills and Hewlett-Packard. Through his service on the Boards of Citi, Stanley Black & Decker, General Mills, and Hewlett-Packard and his roles as a Trustee of Cornell University and a member of the Visiting Committee of Harvard Business School, Mr. Ryan has gained valuable corporate affairs expertise and experience.


   
2014 PROXY STATEMENT 34





Name and Age at Record Date       Position, Principal Occupation, Business Experience and Directorships

Anthony M. Santomero
67

Former President
Federal Reserve Bank of Philadelphia

  • Senior Advisor, McKinsey & Company – 2006 to 2008
  • President, Federal Reserve Bank of Philadelphia – 2000 to 2006
  • Richard K. Mellon Professor, Finance, The Wharton School at the University of Pennsylvania – 1984 to 2002
  • Director of Citigroup since 2009
  • Director of Citibank, N.A. since 2009
  • Other Directorships: RenaissanceRe Holdings, Ltd., Penn Mutual Life Insurance Company, and Columbia Funds
  • Previous Directorships within the last five years: B of A Fund Series Trust
  • Other Activities: Ben Franklin Technology Partners of Southeast Pennsylvania (Director)

SKILLS AND QUALIFICATIONS
 

Dr. Santomero is a seasoned economist and economic policy adviser and has been nominated to serve on the Board because of his extensive experience in the areas of Risk Management, Regulatory Compliance, and Financial Reporting. Among many other distinguished positions at which he had wide-ranging risk and regulatory experience, Dr. Santomero was most recently a Senior Advisor at McKinsey & Company, served as the President of the Federal Reserve Bank of Philadelphia from 2000 to 2006, and was Chair of the System’s Committee on Credit and Risk Management, and was a member of the Financial Services Policy Committee and the Payments System Policy Advisory Committee. As the Richard K. Mellon Professor of Finance at The Wharton School of the University of Pennsylvania and Deputy Dean of the School, Dr. Santomero’s particular focus was on issues related to managing risk at the firm level as well as ways to improve productivity and performance, while working closely with industry executives and practitioners to ensure that the research was informed by the operating realities and competitive demands facing industry participants as they pursue competitive excellence. Through his service on Citi’s Risk Management and Finance and Audit Committees as well as the Investment and Risk Management Committee of RennaissanceRe Holdings, he has deepened his risk management experience.


   
2014 PROXY STATEMENT 35





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Joan E. Spero
69

 

Senior Research Scholar
Columbia University School of International and Public Affairs

 
  • Senior Research Scholar, Columbia University School of International and Public Affairs – 2010 to present
  • Visiting Fellow at the Foundation Center – 2009 to 2010
  • President and CEO, Doris Duke Charitable Foundation – 1997 to 2008
  • Under Secretary of State, Economics, Business and Agricultural Affairs – 1993 to 1996
  • Executive Vice President, American Express Company, Corporate Affairs and Communications – 1991 to 1993
  • Senior Vice President and Treasurer – 1989 to 1991
  • Vice President, Corporate Affairs – 1983 to 1989
  • Vice President, Corporate Strategic Planning, American Express – 1981 to 1983
  • Ambassador to the United Nations for Economic and Social Affairs – 1980 to 1981
  • Assistant Professor, Columbia University – 1973 to 1979
  • Director of Citigroup since 2012
  • Director of Citibank, N.A. since 2012
  • Other Directorships: IBM and International Paper
  • Previous Directorships within the last five years: First Data Corporation and ING Groep N.V.
  • Other Activities: Council of American Ambassadors (Member), Academy of Diplomacy (Member), American Philosophical Society (Member), Wisconsin Alumni Research Foundation (Trustee), International Center for Transitional Justice (Trustee), Columbia University (Trustee Emeritus), Amherst College (Trustee Emeritus), Council on Foreign Relations (Trustee Emeritus) and Brookings Institution (Trustee Emeritus)

SKILLS AND QUALIFICATIONS

 

Ms. Spero is a person of wide ranging experience, having served as a senior Government official, a financial services executive, an academic, a seasoned Board member, and as a leader in the not-for-profit sector. She has been nominated to serve on the Board because of her Corporate Governance, Regulatory Compliance, International and Consumer Business, Financial Services, Corporate Affairs, Compensation, and Financial Reporting experience. Ms. Spero gained extensive regulatory compliance and international business experience during her tenure as U.S. Under Secretary of State for Economic, Business and Agricultural Affairs and U.S. Ambassador to the United Nations for Economic and Social Affairs. As an executive at American Express Company, including her roles as Executive Vice President of Corporate Affairs and Communications and as Senior Vice President and Treasurer, she developed expertise in financial services, consumer business and corporate affairs. As a current or former member of the Boards of Directors of IBM, International Paper, ING, Delta Airlines, and First Data Corporation, including her service on the Compensation and Audit Committees of IBM, the Governance Committee of International Paper, and the Public Policy and Environment Committee of International Paper, she gained extensive experience in corporate governance, consumer business, financial reporting, compensation, and corporate affairs. Her roles as the former President of the Doris Duke Foundation; her former position as the visiting fellow at the Foundation Center, where she conducted research on the role of American Private Foundations in U.S. foreign policy and in the global system; and her current role as senior research scholar at Columbia University School of International and Public Affairs, where she researches and writes about international philanthropy and its role in the global system; as well as her other service in the non-profit sector, have given her extensive insights into corporate affairs matters.


   
2014 PROXY STATEMENT 36





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Diana L. Taylor
59

 

Managing Director
Wolfensohn Fund Management, L.P.

 
  • Managing Director, Wolfensohn Fund Management, L.P. – 2007 to present
  • 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
  • Senior Vice President, Donaldson Lufkin & Jenrette – 1984 to 1988
  • Vice President, Lehman Brothers Kuhn Loeb – 1982 to 1984
  • Associate, Smith Barney Harris Upham – 1980 to 1982
  • Director of Citigroup since 2009
  • Director of Citibank, N.A. since 2013
  • Other Directorships: Brookfield Asset Management and Sotheby’s
  • Previous Directorships within the last five years: Allianz Global Investors, Brookfield Office Properties and FNMA
  • Other Activities: Accion International (Chair), AMFAR (Secretary), Columbia Business School (Board of Overseers), Dartmouth College (Trustee), Girls Educational & Mentoring Services (GEMS) (Member), Hudson River Park Trust (Chair), International Women’s Health Coalition (Treasurer), Mailman School of Public Health (Board of Overseers), New York Women’s Foundation (Member), The After School Corporation (Member), Economic Club of New York, Council on Foreign Relations (Member) and YMCA of Greater New York (Member)

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, Corporate Business, Regulatory Compliance, Risk Management, Corporate Affairs, Compensation, Corporate Governance, Financial Reporting, and Legal Matters. Ms. Taylor has extensive 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 Managing Director of Wolfensohn Fund Management, L.P., a fund manager; Founding Partner and President of M.R. Beal & Company, a full service investment banking firm; and through various executive positions with Donaldson, Lufkin & Jenrette, Lehman Brothers Kuhn Loeb, Inc., and Smith Barney, Harris Upham & Co. Earlier in her career, Ms. Taylor 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, on the Compensation Committee of, and as a member of the Audit Committee of, the Dartmouth Board of Trustees, and as chair of Accion International, 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 experience in corporate affairs, corporate governance, financial reporting, compensation, and legal matters.


   
2014 PROXY STATEMENT 37





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

William S. Thompson, Jr.
68

 

Chief Executive Officer, Retired
Pacific Investment Management Company (PIMCO)

 
  • Chief Executive Officer, PIMCO – 1993 to 2009 
  • Salomon Brothers Inc. – 1975 to 1993
  • Chairman, Salomon Brothers Asia Ltd. – 1991 to 1993
  • Director of Citigroup since 2009
  • Other Directorships: Pacific Life Corporation, Lead Director – 2012
  • Previous Directorships within the last five years: N/A
  • Other Activities: Pacific Symphony Orchestra (Life Director), Thompson Foundation for Autism (Chair), Thompson Family Foundation (President), University of Missouri (President’s Financial Advisory Council), and Orange County Community Foundation (Advisory Director)

SKILLS AND QUALIFICATIONS

 

Mr. Thompson is an experienced financial services executive and has been nominated to serve on the Board of Directors because of his extensive experience in the areas of Financial Services, Corporate Governance, Financial Reporting, Compensation, Legal Matters, International Business, Corporate and Consumer Business, and Risk Management. As Chief Executive Officer of PIMCO from 1993 to 2009, Chairman of Salomon Brothers Asia Ltd. in Tokyo from 1991 to 1993, and head of Corporate Finance, Western Region and Head of Institutional Sales, Western Region, at Salomon Brothers, Mr. Thompson gained extensive financial services, and corporate, consumer and international business, skills and experience. As a Chief Executive Officer, and through his service as Chairman of the Risk and Finance Committee, member of the Compensation and Personnel Committee, and Lead Director of Pacific Life Corporation, Mr. Thompson developed extensive skills and experience in corporate governance, financial reporting, compensation, and legal matters.


   
2014 PROXY STATEMENT 38





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

James S. Turley
57

 

Chairman and CEO, Retired
Ernst & Young

 

 
  • Chairman and CEO, Ernst & Young – 2001 to June 2013 
  • Regional Managing Partner, Ernst & Young – 1994 to 2001
  • Director of Citigroup since July 2013
  • Director of Citibank, N.A. since July 2013
  • Other Directorships: Emerson Electric Co.
  • Previous Directorships within the last five years: N/A
  • Other Activities: Boy Scouts of America (Member), Council for Economic Development (Trustee), National Corporate Theatre Fund (Chair), and Rice University (Trustee)

SKILLS AND QUALIFICATIONS

 

Mr. Turley, the retired Global Chair and CEO of Ernst & Young, brings to Citi his learnings 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, International Business, and Risk Management. As a member of the Audit Committee, Mr. Turley will add significant value to the Board’s oversight of financial reporting, regulatory matters, compliance, internal audit, and legal issues. Having served as Chair and CEO of Ernst & Young, he has developed significant expertise in the areas of compensation, litigation, corporate affairs, and corporate governance. Mr. Turley, the former Chairman of the Board of Catalyst, 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, will provide guidance to Citi on diversity matters as well.


   
2014 PROXY STATEMENT 39





Name and Age at Record Date      Position, Principal Occupation, Business Experience and Directorships

Ernesto Zedillo
Ponce de Leon
62

 

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 – 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 Mexico – Economist, Deputy Manager of Economic Research, Director General of FICORCA, Deputy Director – 1978 to 1987
  • Director of Citigroup since 2010
  • Other Directorships: Alcoa Inc., Procter & Gamble Company, and Grupo Prisa
  • Previous Directorships within the last five years: Electronic Data Systems Corporation and Union Pacific Corporation
  • Other Activities: BP (Member of International Advisory Board), Credit Suisse Research Institute (Advisor), World Economic Forum (Foundation Board), The Group of Thirty (Member), Inter-American Dialogue (Co-Chair of Board), and Revenue Watch (Chair of Board)

SKILLS AND QUALIFICATIONS

 

Mr. Zedillo Ponce de Leon is the former President of Mexico, a seasoned economist and academic expert. He has been nominated to serve on the Board because of his extensive experience in the areas of International Business, Financial Services, Regulatory Compliance, Corporate Affairs, Financial Reporting, Risk Management, and Corporate Governance. Through his extensive governmental experience, including his service from 1978 to 1987 at the Central Bank of Mexico, as Undersecretary of 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 at Yale and as Professor in the Field 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, financial services, regulatory compliance, and risk management. His service as Chair of the Global Development Network as 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, have given him extensive international business, financial services, and corporate affairs experience. As a member of the Boards of Alcoa Inc., where he is on the Audit Committee and Public Issues Committee, and Procter & Gamble Company, where he is Chair of the Governance and Public Responsibility Committee, a member of the Innovation and Technology Committee and a past member of that Board’s Finance Committee, Grupo Prisa of Spain and as a past Director of the Union Pacific Corporation, where he served on the Audit and Finance Committees, and as a Director of EDS, where he served on the Governance Committee, Mr. Zedillo Ponce de Leon has gained experience in financial reporting, risk management, corporate governance, and corporate affairs.


   
2014 PROXY STATEMENT 40





Directors’ Compensation

Directors’ compensation is determined by the Board. Since its 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. The Nomination, Governance and Public Affairs Committee makes recommendations to the Board with respect to compensation of Directors. The Committee periodically reviews benchmarking assessments in order to determine the level of compensation to attract qualified candidates for Board service and to reinforce our practice of encouraging stock ownership by our Directors. In 2013, the Committee received benchmarking assessments of peer company director compensation from a consulting firm. After reviewing the current compensation program against the assessment, the Committee determined not to recommend any changes.

The Board last adjusted the non-employee Directors’ annual retainer and deferred stock grant in 2005.

Key features of our non-employee Director Compensation Program:

  • 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. 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. Starting with the 2011 deferred stock award grant, in the event a Director leaves the Board for personal reasons prior to the conclusion of the deferral period and before age 72, the Director will not forfeit the deferred stock and the pro-rated award will be distributed as scheduled. 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.
     
  • Directors who are employees of Citi or its subsidiaries do not receive any compensation for their services as Directors.
     
  • Citi’s Chairman receives annual compensation in the form of a $500,000 Chairman’s Fee, payable 75% in deferred shares of Citi common stock and 25% in cash or deferred shares of Citi common stock.
     
  • Except as described below, Directors receive no additional compensation for participation on Board committees. Committee chairs, including chairs of ad hoc committees, receive additional compensation of $ 35,000 per year. Additional compensation for special assignments may be determined on a case by case basis.
     
  • Citibank, N.A. (Citibank) is a wholly-owned subsidiary of Citi. Mses. Spero and Taylor and Messrs. Hennes, Humer, Joss, McQuade, Reiner, Ryan, Santomero and Turley serve on Citibank’s Board of Directors. Each non-employee Director of Citibank is entitled to receive $50,000 as an annual cash retainer; the Chairman is entitled to receive an additional $50,000 in cash. Citibank’s Committee Chairs receive additional compensation of $15,000 per year in cash. Mr. McQuade was an employee director of Citibank in 2013; therefore, he did not earn any compensation as a director.
     
  • All annual retainers and chair fees are paid in cash or stock in four equal quarterly installments per annum. These fees are reported in the Non-Employee Director Compensation Table below.
     
  • 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.

   
2014 PROXY STATEMENT 41





The following table provides information on 2013 compensation for non-employee Directors.

Director Compensation

Change in
Fees Pension Value
Earned Non-Equity and Nonqualified
or Paid Stock Option Incentive Plan Deferred All other
in Cash Awards Awards Compensation Compensation Compensation Total
Name    ($)(a)    ($)(a)(b)    ($)(c)    ($)    Earnings ($)    ($)    ($)
   Duncan P. Hennes    $ 17,857       $ 21,428             $ 39,285   
Franz B. Humer $ 125,000 $ 150,000 $ 275,000
  Robert L. Joss (d) $ 175,000 $ 150,000 $ 350,000 $ 675,000
Michael E. O’Neill (e) $ 500,000 $ 500,000  
Gary M. Reiner $ 62,500 $ 75,000       $ 137,500
Lawrence R. Ricciardi (f) $ 87,500   $ 37,500   $ 125,000
Judith Rodin   $ 75,000 $ 150,000       $ 225,000
Robert L. Ryan $ 175,000   $ 150,000   $ 325,000
Anthony M. Santomero $ 236,250   $ 150,000   $ 386,250
Joan E. Spero $ 125,000 $ 150,000   $ 275,000
Diana L. Taylor   $ 206,250 $ 150,000 $ 356,250
William S. Thompson $ 101,250 $ 150,000 $ 251,250
James S. Turley $ 62,500 $ 75,000 $ 137,500
Ernesto Zedillo Ponce de Leon $ 83,750 $ 150,000 $ 233,750

  • Directors receive an annual cash retainer of $75,000 and a deferred stock award valued at $150,000.
     
  • Citi’s Chairman receives annual compensation in the form of a $500,000 Chairman’s Fee.
     
  • Citi’s Committee chairs receive additional compensation of $35,000 per year.
     
  • Each independent director of Citibank is entitled to receive $50,000 as an annual retainer.
     
  • Citibank’s chairman is entitled to receive an additional $50,000.
     
  • Citibank’s Committee chairs receive additional compensation of $15,000 per year.

(a)       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. Spero and Dr. Rodin elected to receive all or a portion of their Citigroup 2013 cash retainer and/or Chair fee in deferred stock as represented in the below chart. Mr. O’Neill elected to receive his Chairman Fee in deferred stock as represented in the below chart. Mr. Reiner and Mr. Thompson elected to receive all of their cash retainer in stock (100%). Mr. Reiner and Mr. Thompson did not elect to defer their retainer; therefore, their 2,036 and 736 shares, respectively, were distributed to them quarterly.

Deferred Fees
To Be Paid in Stock
               Fees Earned or       Number of       Value of    
Paid in Cash Units Units
Duncan P. Hennes $ 17,857
Franz B. Humer $ 125,000
Robert L. Joss $ 175,000
Michael E. O’Neill   10,136 $ 500,000  
Gary M. Reiner $ 62,500      
  Lawrence R. Ricciardi $ 87,500
Judith Rodin 1,520   $ 75,000
Robert L. Ryan     $ 175,000
Anthony M. Santomero $ 236,250
Joan E. Spero $ 50,000 1,520 $ 75,000
Diana L. Taylor $ 206,250
William S. Thompson $ 101,250
James S. Turley $ 62,500
Ernesto Zedillo Ponce de Leon $ 83,750

   
2014 PROXY STATEMENT 42





(b)       The values in this column represent the aggregate grant date fair values of the 2013 deferred stock awards. The grant date fair value is based on a grant date of February 19, 2013 and a grant price determined by the average NYSE closing price of Citi’s common stock on the immediately preceding five trading days (except for Messrs. Reiner and Turley, for whom the grant date was October 1, 2013 and Mr. Hennes, for whom the grant date was January 1, 2014, based on the announcement dates of their service as Board members). The amounts in the below chart represent deferred stock awards only and not shares awarded in lieu of the cash retainer and/or Chairman or Committee Chair fees. The grant date fair value of the deferred stock awards are set forth below:
 
Deferred Stock Grant Date
Granted in 2013 Fair Value
   Director       (#)       ($)   
Duncan P. Hennes* 410.4304    $ 21,428   
Franz B. Humer 3,414.3677 $ 150,000
Robert L. Joss 3,414.3677 $ 150,000  
Michael E. O’Neill $
Gary M. Reiner* 1,533.4287 $ 75,000
  Lawrence R. Ricciardi** 853.5919     $ 37,500
Judith Rodin 3,414.3677 $ 150,000
Robert L. Ryan 3,414.3677 $ 150,000
Anthony M. Santomero   3,414.3677 $ 150,000
Joan E. Spero 3,414.3677 $ 150,000
Diana L. Taylor 3,414.3677 $ 150,000
William S. Thompson 3,414.3677 $ 150,000
James S. Turley* 1,533.4287 $ 75,000
Ernesto Zedillo Ponce de Leon 3,414.3677 $ 150,000

*       The Deferred Stock Awards granted to Messers. Hennes, Reiner and Turley were pro-rated based on the dates they joined the Board.
 
** Mr. Ricciardi’s Deferred Stock Award was pro-rated because his service on the Board terminated on April 24, 2013.

The aggregate number of shares of deferred stock outstanding at the end of 2013 was:

Number of
   Name       Shares   
Mr. Hennes     410    
Mr. Humer 7,608
Mr. Joss 8,326
Mr. O’Neill 41,487
Mr. Reiner 1,533  
  Dr. Rodin 24,637  
Mr. Ryan   19,361
Dr. Santomero 23,560
Ms. Spero 10,923
Ms. Taylor 15,615
Mr. Thompson 8,338
Mr. Turley 1,533
Mr. Zedillo Ponce de Leon 14,272

(c)       Beginning in 2009, Directors were no longer able to elect to receive any of their compensation in the form of options to purchase shares of common stock.
   
(d) Robert L. Joss earned $350,000 for consulting services provided to the Company during 2013.
   
(e) Mr. O’Neill receives a Chairman’s Fee of $500,000 annually for his service as Citi’s Chairman.
   
(f) Mr. Ricciardi retired from the Board on April 24, 2013.
 
   
2014 PROXY STATEMENT 43





The following chart shows the amount of dividend equivalents and interest paid to the non-employee Directors in 2013 with respect to shares of Citi common stock held in their deferred stock accounts.

Dividend Equivalents and
Interest Paid on
   Director       Deferred Stock Account(1)   
Duncan P. Hennes
Franz B. Humer 270
Robert L. Joss 333
Michael E. O’Neill 1,410
Gary M. Reiner   15
Lawrence R. Ricciardi   107
Judith Rodin 914
Robert L. Ryan 774    
  Anthony M. Santomero   942
Joan E. Spero 365
Diana L. Taylor 590
William S. Thompson 299
James S. Turley 15
Ernesto Zedillo Ponce de Leon 536

(1)     Dividend equivalents are paid quarterly, in the same amount per share and at the same time as dividends are paid to stockholders. Interest accrues on the amount of the dividend equivalent from the payment date until the end of the quarter, at which time the dividend equivalent is either distributed to the Director in cash or reinvested in additional shares of deferred stock. Citi resumed paying quarterly dividends in June 2011. Differences in the amounts paid to Directors can be attributed to a variety of factors including length of service and elections made by individual Board members with respect to the form in which they receive their cash retainers or deferred stock awards. Generally, Directors who have served on the Board for longer periods of time have accumulated more shares in their deferred stock accounts than Directors with a shorter tenure and as a result receive higher dividend equivalent payments. The number of shares owned by each Director is reported on page 21 of this Proxy Statement.
 
   
2014 PROXY STATEMENT 44




The Personnel and Compensation Committee Report

The Personnel and Compensation Committee (the Committee) 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 Committee reviewed and discussed the Compensation Discussion and Analysis with members of senior management and, based on this review, the Committee recommended to the Board of Directors of Citigroup Inc. that the Compensation Discussion and Analysis be included in Citi’s Annual Report on Form 10-K and Proxy Statement on Schedule 14A filed with the SEC.

THE PERSONNEL AND COMPENSATION COMMITTEE:
Michael E. O’Neill (Chair)
Dr. Judith Rodin
Diana L. Taylor
William S. Thompson, Jr.

March 6, 2014

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis reviews:

  • Citi’s compensation program and CEO pay decisions in an executive summary (page 45);
     
  • Feedback from our investors on executive compensation (page 47);
     
  • Total shareholder return and 2013 business performance, each as compared to peers, to provide context for our compensation decisions (page 48);
     
  • Our continued focus on risk and incentive compensation plans (page 50);
     
  • Awards made by the Committee to our named executive officers for 2013, based on our new framework for awarding incentive compensation (page 52);
     
  • Payouts in 2013 under Citi’s legacy retention awards granted in 2010 and 2011 (page 65);
     
  • Our strong executive compensation policies and practices (page 67); and
     
  • The 2013 Summary Compensation Table and related compensation information (page 71).

I. Executive Summary

Citi completed the implementation of our new executive compensation program, which we developed in 2012 and described in last year’s Compensation Discussion and Analysis. Full implementation marks a milestone in our continued commitment to aligning pay and performance through the use of objective pre-determined metrics to determine incentive awards. The new program was designed in response to shareholder preferences we identified in our extensive shareholder outreach in 2012. We continued that outreach in 2013 to obtain feedback on the new program, which is based on our belief in pay for performance and alignment of executive interests with those of shareholders. After our shareholders voted in favor of the revised program in 2013, we continued to implement and refine the program.

Under our new program, we based incentive compensation awards for 2013 on pre-defined performance goals established at the beginning of 2013 for each named executive officer. After year-end, the Committee evaluated Citi and individual performance against the pre-defined goals and developed objective ratings that were used to evaluate whether the executive should receive compensation above, at, or below the estimated range for market median compensation for the position. The Committee then reviewed the preliminary compensation amount produced by the framework to determine whether the process yielded appropriate incentive awards in the context of events as they occurred during the year, and adjusted down the preliminary awards for 2013, if appropriate.

The financial metrics used to measure annual executive performance through Citi’s framework are those we use to measure the success and progress of our businesses. Key metrics include return on tangible common equity, return on assets, operating expense as a percentage of revenue (efficiency ratio), and

   
2014 PROXY STATEMENT 45




return on Basel III capital, as defined on pages 54-55. In this Compensation Discussion and Analysis, we discuss our performance results using those metrics. Furthermore, risk and control results are a critical element of the non-financial goals included in our framework, and significant adverse risk outcomes will result in a reduction in an executive’s compensation where appropriate, even if financial results are positive.

The financial metrics demonstrate that Citi’s principal operating results were largely in line with our business plan. Furthermore, Company financial performance in 2013 was its strongest since the financial crisis and reflected steady progress, as demonstrated by the following improvements:

  Metric 2013       2012
  Revenues $76.4 billion $69.1 billion
  Net Income $13.7 billion $7.5 billion
  Efficiency Ratio1 63% 72%
  Return on Assets 0.73% 0.39%

Our compensation framework uses these and other financial metrics to advance the connection between performance and pay. Our approach to executive compensation, which includes the compensation framework, reflects ongoing input from investors, proxy advisory firms, and independent compensation consultants. Key features of our approach for 2013 include:

  • The structured framework for determining the preliminary amount of annual incentive compensation, effective for 2013, replacing a more discretionary approach;
     
  • Performance share units that deliver value to executives if the units are earned over a three-year period based on pre-determined financial metrics. In addition, the value of each performance share unit fluctuates with the value of Citi common stock;
     
  • Performance-based vesting and a range of clawbacks for all deferred awards to executive officers. For 2013, we added a new clawback to the performance share units, which allows for cancellation of unvested awards if there is a significant failure to supervise other managers even if underlying financial goals are achieved, in addition to already existing clawbacks;
     
  • A one-year post-termination stock holding requirement. Under our long-standing stock ownership commitment, executive officers are generally required to hold 75% of the net after-tax shares acquired through Citi’s incentive compensation programs as long as they are executive officers. In 2012, we further reinforced our commitment to executive ownership by requiring each executive officer to hold half of these accumulated shares for one year after ceasing to be an executive officer, even if they are no longer employed by Citi;
     
  • Features designed to discourage excessive or imprudent risk-taking, including the absence of multi-year incentive guarantees;
     
  • No new Key Employee Profit Sharing Plan awards and no other new retention or exceptional awards or programs;
     
  • The reliance on independent compensation consultants to check the new compensation framework and to opine on the outcomes of the application of the framework; and
     
  • Maintenance of strong governance features such as:

                Prohibition of hedging and pledging of Citi stock,
   
No perquisites, special benefits, or supplemental retirement plans, and
 
No change-in-control agreements, severance agreements, or tax gross-ups.
____________________
 
1        Efficiency ratio is total operating expenses divided by total revenues (net of interest expense). A smaller efficiency ratio is therefore typically better than a larger efficiency ratio.

   
2014 PROXY STATEMENT 46




CEO Pay Overview

CEO Michael Corbat’s total annual pay for 2013 was $14.5 million, comprised of base pay of $1.5 million and an annual incentive award of $13 million. Consistent with Citi’s past practice, the annual incentive award was delivered 40% as an immediate cash bonus, 30% as a deferred stock award with multi-year performance-based vesting under Citi’s Capital Accumulation Program, and 30% as performance share units that are delivered at the end of a three-year period if performance goals are achieved.

In addition, Mr. Corbat was paid approximately $2.3 million as of January 20, 2014 under the Key Employee Profit Sharing Plan pursuant to a one-time grant made in 2010 that was necessary to retain Citi’s strongest leaders throughout the financial crisis. No additional awards will be made under this program.

II.  Investor Feedback — Citi’s Active Response

In 2012 and 2013, we enhanced our outreach to shareholders to understand their views of our executive compensation program. In meetings with nearly 20 shareholders during 2012 and 2013 led by Board and Committee Chairman Michael O’Neill, members of the Board and/or management talked with investors who collectively held more than 30% of Citi’s common shares. We also held meetings with proxy advisory firms to determine whether the views of the proxy advisors regarding Citi’s pay practices were similar to the views of Citi shareholders as expressed during our meetings with them. After the details of our 2012 program were disclosed, members of the Board and/or management met with investors to review our new program as implemented for 2012 and as contemplated for 2013, and Mr. O'Neill led this effort. We heard that shareholders understood and were positive about our ongoing changes, and they recommended that we continue to enhance the existing connection between pay and performance.

This outreach regarding executive compensation continues, and builds upon our other extensive efforts to discuss Citi with our investors. Mr. Corbat and other members of senior management, including the other named executive officers, conducted numerous investor meetings throughout the U.S. and abroad in 2013 and presented at multiple investor conferences.

Our compensation program for 2013 reflects the feedback we received from investors on key elements of our approach to executive compensation:

  • New compensation framework. Shareholders appreciated the progress Citi made last year in redesigning its executive compensation program to be more objective. However, shareholders wanted to see full implementation of the new framework, and this year we completed the implementation. Incentive awards for 2013 were based on a scorecard of specific financial and non-financial goals for both Citi and its major lines of business. Accordingly, incentive awards were correlated with the performance of the businesses. Shareholders also wanted complete explanations of the use of judgment in making compensation decisions, and this Compensation Discussion and Analysis provides detailed explanations on pages 56-62.
     
  • Performance share units. Shareholders supported the performance share unit program we introduced last year, and we awarded performance share units for performance in 2013 as we did for 2012. Thirty percent of the overall incentive award for 2013 was granted in performance share units, which will only be earned at the end of 2016 based on relative total shareholder return versus peers and average return on assets over a three-year period (2014 through 2016). The metrics are largely unchanged from last year’s awards; however, we increased the minimum average return on assets required to earn any units, consistent with our goal of continuous improvement. We have disclosed progress to date against the performance share unit metrics on page 65.
     
  • End of retention programs. Shareholders generally understood that our one-time Key Employee Profit Sharing Plan and Key Risk Employee Plan awards, which were made in 2010 and 2011, addressed a critical need to retain talent at a time when Citi’s return to sustained profitability was less certain. Although final payments were made to the named executive officers under the plans in early 2014, no new awards were made in 2012 or 2013. No new awards will be made under these plans in future years, as the one-time retention awards have achieved their objectives.
     
  • One-year post-termination holding requirement. Citi has a long-standing stock ownership commitment under which executive officers are generally required to hold 75% of the net after-tax shares acquired under Citi’s incentive plans for the duration of their careers. Shareholders expressed approval of our requirement that half of the shares covered by our stock ownership commitment be held for one year after an executive officer leaves employment or ceases to be an executive officer. This requirement became fully effective in 2013.

   
2014 PROXY STATEMENT 47





III.  2013 Company Performance

We believe that our executive compensation decisions should be viewed in the context of Citi performance, both on an absolute basis and as compared to peers. The peer group shown in the following tables is the group we use to benchmark our executive compensation decisions. The tables show that our operating results are better than or comparable to peers; our one-year total shareholder return is strong on an absolute basis and competitive on a one-year basis, although our three-year relative total shareholder returns are weaker as compared to the peer group. Improving our returns in a prudent risk-taking environment is management’s primary objective.

Efficiency Ratio1

Net Income to Common Shareholders2

Return on Assets3

____________________

1        Efficiency ratio is total operating expenses divided by total revenues (net of interest expense). As a result, a smaller efficiency ratio is generally better than a larger efficiency ratio.
 
2        Amounts shown are in USD billions. Barclays and Deutsche Bank results are converted to U.S. dollars at the 2013 average exchange rate. Preferred dividends are excluded from net income for this purpose.
 
3        Return on assets is net income divided by average total assets. Return on assets calculations are not included for the international peer group companies that report utilizing International Financial Reporting Standards (IFRS). Reported assets on financial institutions’ balance sheets prepared in accordance with U.S. GAAP standards are not comparable to the reported assets on financial institutions’ balance sheets prepared in accordance with IFRS. Therefore, the return on assets calculations are not comparable.

   
2014 PROXY STATEMENT 48





Return on Common Equity1

 

One-Year Total Shareholder Return2       Three-Year Cumulative Total Shareholder Return

____________________

1        Return on common equity is net income to common shareholders divided by average common equity.
 
2        Source: Third-party public databases and company websites reflecting home stock exchange listings (London Stock Exchange for Barclays and HSBC; Frankfurt Börse for Deutsche Bank; New York Stock Exchange for all others). Total shareholder return is the increase in share price over a period of time plus the dividends paid during such period, expressed as a percentage of the share price at the beginning of such period. Total shareholder returns are presented consistently with the approach used to calculate relative total shareholder return for Citi’s performance share units.

   
2014 PROXY STATEMENT 49





IV.  Risk and Citi’s Incentive Compensation Programs

Citi fully appreciates its responsibility to assume risks that are prudent and well-understood, and to effectively manage those risks to protect the franchise. Many features of our incentive compensation programs reduce the potential for imprudent or excessive risk-taking that may undermine our business objectives.

  • Our Compensation Philosophy, approved by the Committee and available on Citi’s public website, describes our commitment to managing risk. Management has received clear direction from the Committee to award incentive compensation consistently with risk management principles.
     
  • The Chief Risk Officer meets twice annually with the Committee to review risk levels and trends across the Company, as well as incentive compensation frameworks at the senior executive level and throughout the Company. The Chief Risk Officer has reviewed the key terms of Citi’s overall compensation framework to help ensure that, consistent with Citi’s Compensation Philosophy, compensation is aligned with long-term performance in a manner that does not encourage imprudent or excessive risk-taking.
     
  • The new framework used to determine incentive compensation for the named executive officers for 2013 explicitly and implicitly adjusts incentive awards for risk. The new structured framework for determining named executive officer incentive compensation takes risk into account by including risk-adjusted financial metrics in the array of each executive’s financial goals. Risk management performance, including effectiveness of the control environment, has also been included in the non-financial goals. Finally, the Committee evaluates risk outcomes at the end of the process and takes adverse risk outcomes into account when determining compensation.
     
  • Annual incentive awards to covered employees, including the named executive officers, have clawbacks and other provisions intended to discourage imprudent or excessive risk-taking. Through a systematic annual process, Citi identifies the inherent material risks to the firm and its material business units, then identifies employees with influence over those risks as “covered employees,” as defined in applicable bank regulatory guidance. The compensation structure for covered employees, including the named executive officers, includes substantial deferrals and clawbacks intended to cover a range of behaviors, as described on pages 67-68. In addition, starting with awards granted in February 2014 for performance in 2013, Citi adopted a new provision allowing cancellation of unvested performance share units and unvested deferred cash awards in a broader range of circumstances, as described on page 68. Furthermore, performance-based vesting criteria are a part of all deferred incentive compensation awarded to covered employees.
     
  • An assessment of risk management behaviors is taken into account in determining the aggregate amount of annual incentive compensation. For individual covered employees (several hundred of the most senior employees at Citi), Citi established an annual control function review process in which the control functions (Compliance, Finance, Independent Risk, Internal Audit, and Legal) provide an evaluation of each covered employee’s risk behaviors. The process is designed to evaluate current behavior and attitudes towards 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 Committee. We believe that over the three years this process has been in effect, the annual control function review process has improved awareness of the importance of risk-taking behaviors, and has resulted in the strengthening of Citi’s risk culture.

   
2014 PROXY STATEMENT 50





    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 Committee with input from the control functions. These reviews resulted in positive ratings 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 2013, as a positive rating on risk behaviors is an expected element of job performance in senior executive roles. A negative risk rating on risk behaviors would have resulted in the reduction or elimination of incentive compensation awarded for 2013.
     
  • Citi’s other incentive compensation plans are administered through a strong governance process. Management continues to analyze, monitor, and mitigate risk in compensation plans throughout Citi, not just the plans that cover senior managers. Citi also has a formal incentive plan governance model to ensure that any new incentive compensation plans are consistent with global standards and do not incentivize imprudent or excessive risk-taking.

   
2014 PROXY STATEMENT 51





V.  Overview of Compensation

Annual Compensation

The following is a summary of the compensation approved by the Committee for performance in 2013:

1 2 3 4 5
Base Salary Cash Bonus Deferred Stock Performance Share Annual
(Reported in the (Reported in (Reportable in Units (Reportable in Compensation
Summary the Summary the Summary the Summary for 2013
Compensation   Compensation Compensation     Compensation       (Sum of
  Name     Table for 2013)     Table for 2013)     Table for 2014) Table for 2014) Columns 1-4)
  Michael Corbat    $ 1,500,000       $ 5,200,000       $ 3,900,000         $ 3,900,000      $ 14,500,000
  John Gerspach $ 500,000   $ 2,800,000   $ 2,100,000     $ 2,100,000 $ 7,500,000
  James Forese   $ 475,000     $ 5,410,000   $ 4,057,500   $ 4,057,500 $ 14,000,000
  Brian Leach   $ 500,000 $ 3,400,000   $ 2,550,000 $ 2,550,000 $ 9,000,000
  Manuel Medina-Mora $ 546,966 $ 3,581,214 $ 2,685,910 $ 2,685,910 $ 9,500,000

The performance share units referenced in the above table will be reportable in the 2014 Summary Compensation Table; the amounts actually reported in the future table for the performance share units are expected to be approximately (but not exactly) the same as the above amounts due to SEC rules which require reporting in the Summary Compensation Table based on financial accounting valuations.

Legacy Retention Plans

The 2013 Summary Compensation Table includes payments awarded under Citi’s legacy retention programs – the Key Employee Profit Sharing Plan and the Key Risk Employee Plan. Like other multi-year deferred compensation awards, the payments made in 2013 and 2014 under these programs were made under the terms of award decisions made by the Committee in past years. Each named executive officer received one Key Employee Profit Sharing Plan or Key Risk Employee Plan award, either in 2010 or 2011, and will not receive future awards under these programs. The following is a summary of current and expected future payments under the Key Employee Profit Sharing Plan and the Key Risk Employee Plan:

Amount Reported Amount Reportable Amount Reportable
Year Award in 2013 Summary in 2014 Summary in 2015 Summary
  Name was Granted Compensation Table Compensation Table   Compensation Table
  Michael Corbat 2010           $2,297,049                 $ 0            $0
  John Gerspach 2011 $1,669,598 $ 0 $0
  James Forese 2011 $5,394,091 $ 0 $0
  Brian Leach 2010 $6,049,794 $ 3,033,047 $0
  Manuel Medina-Mora 2011 $2,568,611 $ 0 $0

Both the Key Employee Profit Sharing Plan and the Key Risk Employee Plan were part of a unified retention initiative that was established to retain key leaders during and immediately after the financial crisis, as explained in more detail on pages 65-67. Employees in the Independent Risk function were excluded from the Key Employee Profit Sharing Plan and participated in a separate retention plan to avoid a potential conflict of interest, as the Chief Risk Officer participated in determinations of whether payouts could be made under the Key Employee Profit Sharing Plan.

Under both plans, an initial payment of approximately two-thirds of the award was paid as of January 20, 2013 and the remaining third was paid as of January 20, 2014. However, the reporting of payments under the plans in the Summary Compensation Table differs because the performance periods of the plans are different.

  • The two performance periods for the Key Employee Profit Sharing Plan ended on December 31, 2012 and December 31, 2013 because Citi performance was measured over periods ending on those dates. As a result, the Key Employee Profit Sharing Plan awards have been reported in the Summary Compensation Tables for 2012 and 2013.
     
  • The two performance periods for the Key Risk Employee Plan ended on January 20, 2013 and January 20, 2014 because employment through those dates was required to earn the award and no other performance metric was a component of the Key Risk Employee Plan. Accordingly, the Key Risk Employee Plan awards have been reported or will be reportable in the Summary Compensation Tables for 2013 and 2014.

The tables on this page are not intended to be substitutes for the reporting of compensation in accordance with SEC rules as shown in the 2013 Summary Compensation Table.

   
2014 PROXY STATEMENT 52




Citi’s Executive Compensation Framework

Named executive officer incentive compensation for performance in 2013 was awarded using a five-step process:

  • Step 1: Determine goals and weightings. Financial and non-financial 2013 performance goals were developed for each of the named executive officers during the first quarter of 2013 and were approved by the Committee in April. The relative weightings of the goals were established then as well. The financial goals were based on our annual budget and three-year strategic plan, which also drove year-end 2015 targets for key financial metrics announced publicly in March 2013. The named executive officers who are business unit leaders had some financial goals based on Citigroup performance and others on business unit performance. Non-financial goals for each named executive officer reflected a uniform expectation of strong risk management and control practices, as well as strategic considerations tailored to each named executive officer’s role.
     
  • Step 2: Calculate performance ratings. After the end of the year, the executive’s performance against each goal was assessed and a performance rating developed for each goal. In accordance with the relative weightings established early in the year, financial goal ratings were averaged and weighted 70%, while non-financial goal ratings were averaged and weighted 30%, in arriving at an overall performance rating for each named executive officer. The Committee rated the CEO’s performance, while the Committee and the CEO rated the performance of the other named executive officers.
     
  • Step 3: Review estimates of market pay ranges. The Committee reviewed market surveys of compensation ranges, including estimates of median compensation ranges, for each named executive officer role. The surveys were conducted by third party firms using parameters specified by management, and the results were reviewed by the Committee’s independent compensation consultant. The range of market pay for each executive was estimated based on historic pay at peer firms and updated based on information disclosed by the peer group and general market trend information released by the survey firms. Citi’s peer group is Bank of America, Barclays, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, and Wells Fargo. This peer group was unchanged from last year and is the same peer group used to determine relative total shareholder return for Citi’s performance share unit program.
     
  • Step 4: Link performance to pay. The Committee applied the overall performance rating for each named executive officer to the estimated range of market compensation for the respective role. By applying the rating to the range, Citi’s framework results in a preliminary compensation amount that is above estimated market median to the extent that an executive has a stronger performance rating, and below estimated market median to the extent that an executive has a weaker performance rating.
     
  • Step 5: Finalize preliminary pay amounts. The Committee considered the results produced by the first four steps to ensure that incentive compensation awards were consistent with events as they occurred during the year. The Committee then adjusted the preliminary awards through the exercise of prudent judgment, as required by our framework, to take into account three principal factors:
  • The Committee evaluated operating results by considering the degree of difficulty in achieving those results, which was influenced by global macroeconomic conditions.
  • The Committee considered adverse risk outcomes and the executive leadership role in establishing the strength of the control environment within a business or function when determining the final incentive compensation awards, and adjusted compensation awards downward if appropriate.
  • The Committee also considered the unique position of Citi’s legacy assets that have diminished relative shareholder returns. In making awards for performance in 2013, the Committee sought to reward management’s delivery of strong operating results based on important strategic decisions for the long-term benefit of stakeholders, while also recognizing that incentive compensation awarded to senior-most management cannot ignore current returns to shareholders.

   
2014 PROXY STATEMENT 53





Citi’s Executive Compensation Framework At-A-Glance

Glossary of Objective Metrics

Citi’s new framework depends on the consistent evaluation of Company performance as measured by a few key objective metrics. We explain below what those metrics are, why they are important and, as applicable, how they are calculated.1 We also explain the reasons for the use of some non-GAAP metrics along with the reconciliation to GAAP on Annex B of this Proxy Statement.

CCAR refers 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 shareholders 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.

Deferred Tax Assets or DTAs represent the accumulated tax benefits on Citi’s Consolidated Balance Sheet resulting from losses in prior years that Citi expects to use to offset tax liabilities on future profits. These assets are excluded to some extent from the calculation of a bank’s regulatory capital. This has the effect of limiting the amount of capital that a bank can deploy in its core banking business or can return to shareholders. Large DTAs mean that a bank must retain higher amounts of capital, thereby making higher returns harder to achieve. Reductions in DTAs are therefore important because the reductions have the effect of making more capital usable either in Citi’s businesses or for return to Citi’s shareholders, and thus reducing the “drag” on results.

Efficiency Ratio is total operating expenses divided by total revenues (net of interest expense). Core Efficiency Ratio is Efficiency Ratio, excluding CVA/DVA and revenues and expenses from the impact of the acquisition of Best Buy’s U.S. credit card portfolio. 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 Taxes is revenues minus expenses and cost of credit, before taxes and discontinued operations. Core Income from Continuing Operations Before Taxes is Income from Continuing Operations Before Taxes, excluding CVA/DVA2, revenues from the acquisition of Best Buy’s U.S. credit card portfolio, and certain loan loss reserve releases.
____________________

1         As used throughout this Compensation Discussion and Analysis, Core Efficiency Ratio, Core Income from Continuing Operations Before Taxes, Core Net Income, Return on Basel III Capital, Return on Tangible Common Equity (Core), and Risk Appetite Ratio are non-GAAP financial measures. For additional information, please see Annex B to this Proxy Statement.
 
2 CVA/DVA is credit valuation adjustments (CVA) on derivatives (counterparty and own-credit), net of hedges, and debt valuation adjustments (DVA) on Citigroup’s fair value option debt.

   
2014 PROXY STATEMENT 54





We use the Citicorp Core Efficiency Ratio as a measure of Company performance as Citicorp represents Citi’s core franchises and thus focuses management on expense management and productivity initiatives within these core businesses.

Net Income is the Company’s after-tax profits. Core Net Income is Citi’s Income from Continuing Operations Before Taxes, less the provision for income taxes and other adjustments shown on Annex B. Core Net Income is an element of the metrics that measure returns; these metrics broadly measure the extent to which Citi’s assets or capital generate profits.

Return on Assets is Net Income divided by average total assets as determined under GAAP. This metric is included in the executive scorecards of those named executive officers who did not receive performance share units last year; the performance share units include average return on assets as a performance metric, so the inclusion of Return on Assets was intended to equalize performance measures across the named executive officers.

Return on Basel III Capital is the ratio of Core Net Income to Citi’s estimated Basel III Capital. Basel III Capital is calculated at 9.5% of Citi’s estimated Basel III average risk-weighted assets, as 9.5% is Citi’s target Basel III Tier 1 Common Ratio. The risk-weighting process for assets attributes higher weights to perceived riskier assets, so a perceived riskier asset base will generate lower returns, all else being equal.

Return on Tangible Common Equity (Core) compares Core Net Income minus preferred dividends to Citi’s equity attributable to common shareholders, excluding intangible assets such as goodwill. Management views this metric as an appropriate indication of the long-term potential of Citi’s operating businesses to deliver long-term value to shareholders because it excludes Citi’s large intangible assets.

Risk Appetite Ratio is the ratio between the earnings of a business, including expected losses (defined as Core Revenues minus Core Expenses minus expected losses) (the numerator) and the stress losses of Citi or the applicable business segment under a 1-in-10 year stress scenario (the denominator), as shown on Annex B. Citi or the business should produce sufficient earnings each year, so that it does not lose money under a moderate stress event. As long as the relationship is higher than 1-to-1, then Citi or the business “passes” the Risk Appetite Ratio test.

Reading the Scorecards

We use charts in our discussion of the performance of the named executive officers to illustrate how operating results compared to our business plan. The colors in the chart are intended to signify relative performance as follows:

Signifies that the result met
plan or was above plan by
10% or less.
Signifies that the result was
5% or less below plan.
Signifies that the result was
more than 5% and 10% or
less below plan.
Signifies that the result was
more than 10% below plan.

The financial results shown on the following pages include the impact of the fraud in Banco Nacional de Mexico (Banamex), a Citi subsidiary in Mexico, which led to the adjustment of previously announced financial results. The Committee made its decisions regarding compensation for performance in 2013, including the incentive awards to the named executive officers, prior to February 20, 2014, when Citi first learned of the fraud. The Committee met again after final 2013 results were available and after Citi had commenced a comprehensive review of the fraud, and in view of the minimal impact of the adjustment on the financial metrics used in performance evaluations and the early stage of the review, the Committee did not change awards to the named executive officers for 2013 performance. However, as results of the ongoing review become available, the Committee and Citi will evaluate whether the events that led to the adjustment should result in reductions in compensation for 2014 and/or clawbacks of compensation previously awarded to any affected employee throughout the Company. Already, compensation expense associated with a Banamex variable compensation plan has been reduced by $40 million as a direct result of the adjustment. Citi will continue to respond forcefully by coordinating with law enforcement, pursuing recovery of the misappropriated funds, and seeking accountability for anyone involved, as our review proceeds.

   
2014 PROXY STATEMENT 55





CEO: 2013 Results

Michael Corbat has been CEO of Citi since October 2012. He assumed this role after serving in various positions at Citi for nearly 30 years. In his previous role as Citi’s CEO of the Europe, Middle East, and Africa region, he oversaw all of Citi’s business operations in the region, including consumer banking, corporate and investment banking, securities and trading, and private banking services. Previously, Mr. Corbat served as the CEO of Citi Holdings and as the CEO of Citi’s Global Wealth Management unit, among other roles.

Category Financial Metric (Glossary on Pages 54-55) 2013 Result1
Profitability Citigroup Core Income from Continuing Operations Before Taxes $16.9 billion
Expense Management Citicorp Core Efficiency Ratio 58.9%
Use of Capital Citigroup Return on Tangible Common Equity (Core) 8.2%
Risk Citigroup Return on Basel III Capital 12.1%
  Citicorp Risk Appetite Ratio 117%

The Committee’s quantitative assessment of Mr. Corbat’s performance was based 70 percent on the Company’s achievement of financial goals that were set by the Committee early in 2013. The financial goals selected by the Committee measure different elements of financial performance that together provide a well-rounded view of Company performance, and the 2013 results of those financial metrics together demonstrate that Citi’s operating results exceeded or approximately met the business plan set at the start of the year. Returns on capital, whether measured through Return on Tangible Common Equity (Core) or Return on Basel III Capital, were better than planned, as Core Net Income, the numerator of both metrics, was strong during 2013. Citicorp’s Risk Appetite Ratio was in well excess of 100%, which indicates that overall, Citicorp’s current businesses have calibrated their risk taking – relative to their gross earnings power and their expense base – and are exceeding the potential losses arising from a moderate stress event with their net earnings generation. Company-wide revenues were somewhat less than planned given global economic conditions that evolved during 2013, and as a result, Core Efficiency Ratio and Core Income from Continuing Operations Before Taxes were slightly below plan. Nonetheless, the Company made progress on expense reductions through productivity initiatives developed and led by Mr. Corbat, which contributed to the relatively strong Efficiency Ratio as compared to peer companies, as shown on page 48.

The Committee’s quantitative assessment was based 30 percent on the achievement of four non-financial goals that were also established early in the year, as summarized in the chart that follows.

Non-Financial Goal Result Highlights (Glossary on Pages 54-55)
Set strategic direction Mr. Corbat endorsed the Company’s existing strategic direction, but stressed that improving the execution of that strategy was imperative. Improving productivity across the Company and improved financial results in Citi Holdings were critical outcomes of the emphasis on execution. Mr. Corbat led the successful repositioning actions announced in the fourth quarter of 2012, which contributed to the reduction in Citi’s operating expenses in 2013. The sense of accountability for, and ownership of, productivity and simplification initiatives improved across businesses, regions, and functions and within senior leadership.
(chart continued on next page)
____________________
 
1         As used throughout this Proxy Statement, Core Efficiency Ratio, Core Income from Continuing Operations Before Taxes, Return on Tangible Common Equity (Core), Return on Basel III Capital, and Risk Appetite Ratio are non-GAAP financial measures. For a reconciliation of these metrics to the most directly comparable GAAP measures, please see Annex B of this Proxy Statement.

   
2014 PROXY STATEMENT 56





Non-Financial Goal Result Highlights (Glossary on Pages 54-55)
Set strategic direction
(continued)

The progress made in the wind-down of Citi Holdings was also noted. Reducing losses in Citi Holdings improves the operating performance of Citigroup overall, and continuing to reduce Citi Holdings assets improves the overall firm’s risk profile. The Citi Holdings adjusted net loss declined by 49% year-over-year; Citi Holdings assets declined by 25%, and now represent approximately 6% of Citi's total assets.1

Citi was also able to resolve important legacy Citi Holdings legal issues during 2013, including entering into agreements with Fannie Mae and Freddie Mac relating to residential mortgage representation and warranty repurchase matters.

Strong risk and controls
management
Mr. Corbat significantly accelerated the Company’s initiatives to improve risk outcomes and controls, although additional work remains to be done. He made important efforts to establish forward progress with our regulators, resulting in “no objection” to Citi’s 2013 CCAR submission.
Strong personnel management Mr. Corbat improved the succession plans for the roles that directly report to him, as well as other critical roles across the Company. Employee engagement and satisfaction were maintained at an already high level as measured by objective surveys. He also drove management to focus on efforts to reduce unwanted attrition, through professional development initiatives across the firm.
Enhance relations with external
stakeholders, including
shareholders
Mr. Corbat made very significant efforts to improve relations with external stakeholders globally, including meetings and other regular communications with clients, investors, regulators, and government officials throughout the world. He maintained regular client contact by visiting 53 cities and holding on average 54 client meetings per month. He led investor outreach by conducting numerous investor meetings and presenting at two investor conferences. He also held frequent meetings with U.S. regulators and met with regulators or central bank officials in 12 other countries as well as governmental officials in 20 countries.

The objective performance rating produced by the 70 percent/30 percent weighting of the financial and non-financial results was consistent with an incentive compensation award well above the estimated market median for the CEO role. In finalizing the incentive award to Mr. Corbat, the Committee considered events that occurred during 2013 consistent with the qualitative review that is part of Citi’s compensation framework. Those events included the Company’s much improved financial performance in 2013 as compared to 2012, as demonstrated by a range of metrics, including those on the chart on page 46, while the global macroeconomic environment remained challenging. Despite Mr. Corbat’s strong overall performance during his first full year as CEO, the Committee used its judgment to reduce the final award from the preliminary range indicated by the objective performance rating to an award that was below estimated market median. The Committee determined that a higher award would be inconsistent with Citi’s progress to date in executing its long-term goal to deliver enhanced returns to shareholders, on both an absolute and relative basis.

In making this decision, the Committee also reviewed a range of appropriate increases in compensation considering the fact that Mr. Corbat was CEO only for the last 2½ months of 2012. Mr. Corbat’s $14.5 million in annual compensation for 2013 represents a 26% increase over Mr. Corbat’s 2012 annual compensation of $11.5 million. The increase in compensation reflects a full year of strong performance as CEO.
____________________

1         Excluding the 2012 pretax loss of $4.7 billion ($2.9 billion after-tax) related to the Morgan Stanley Smith Barney joint venture, $77 million ($49 million after-tax) of repositioning charges in the fourth quarter of 2012 and CVA/DVA (positive $3 million in 2013 compared to positive $157 million in 2012), Citi Holdings adjusted net loss of $1.9 billion in 2013 compared to an adjusted net loss of $3.7 billion in 2012.

   
2014 PROXY STATEMENT 57





CFO: 2013 Results

John Gerspach has been Chief Financial Officer of Citi since July 2009. He is responsible for the financial management of the Company and also leads Citi’s expense management initiatives.

Category Financial Metric (Glossary on Pages 54-55) 2013 Result
Profitability Citigroup Core Income from Continuing Operations Before Taxes $16.9 billion
Expense Management Citicorp Core Efficiency Ratio 58.9%
Use of Capital Citigroup Return on Tangible Common Equity (Core) 8.2%
Risk Citigroup Return on Basel III Capital 12.1%
Citicorp Risk Appetite Ratio 117%

The Committee’s quantitative assessment of Mr. Gerspach’s performance was based 70 percent on the achievement of Company-wide financial goals that also appeared in Mr. Corbat’s scorecard and were assessed similarly for Mr. Corbat and Mr. Gerspach. In addition, the Committee noted the success of Finance function productivity and expense management initiatives.

The Committee’s quantitative assessment was based 30 percent on the achievement of four non-financial goals that were established early in the year, as summarized in the chart below:

Non-Financial Goal Result Highlights (Glossary on Pages 54-55)
Facilitate prudent use of Citi’s balance sheet Mr. Gerspach demonstrated leadership in driving the prudent use of Citi’s balance sheet, as demonstrated by the reduction in Citigroup average GAAP assets by 1% from 2012 to 2013 and the success of other measures designed to improve the quality of assets on Citi’s balance sheet.
Strong risk and controls management In addition to participation in the successful 2013 CCAR submission, the Finance function led the development of new management performance scorecards. These scorecards, which are used to manage businesses and in the performance evaluation of hundreds of senior managers, are expected to drive consistent and measurable performance across the firm.
Improve Deferred Tax Assets utilization Excellent project management by Mr. Gerspach and Mr. Leach contributed to a much improved utilization of Citigroup’s Deferred Tax Assets in 2013.
Enhance operational efficiency The Finance function achieved significant expense reductions through extensive productivity initiatives that were based on standardizing numerous financial processes throughout the Company. Finance focused on developing single systems and data sources as a means to improve controls as well as reduce costs.

The objective performance rating produced by the 70 percent/30 percent weighting of the financial and non-financial results was consistent with an incentive compensation award above the estimated market median for the CFO role. Taking into account the objective performance rating, the Committee’s award reflects its view of an appropriate increase over Mr. Gerspach’s prior year compensation, to move his compensation closer to the estimated market median for the CFO role. The Committee’s judgment resulted in a final award that remained below the estimated market median.

   
2014 PROXY STATEMENT 58





Institutional Clients Group CEO: 2013 Results

James Forese has been Co-President of Citi and CEO of the Institutional Clients Group (ICG) since January 2013. ICG businesses include fixed income and equity sales and trading, foreign exchange, prime brokerage, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance, and securities services.

Category Financial Metric (Glossary on Pages 54-55) 2013 Result
Profitability Citigroup Core Income from Continuing Operations Before Taxes $16.9 billion
ICG Core Income from Continuing Operations Before Taxes $13.9 billion
Expense Management Citicorp Core Efficiency Ratio 58.9%
ICG Core Efficiency Ratio 58.7%
Use of Capital Citigroup Return on Tangible Common Equity (Core) 8.2%
  Citigroup Return on Assets 0.73%
ICG Return on Assets 0.89%
Risk Citigroup Return on Basel III Capital 12.1%
ICG Return on Basel III Capital 18.0%
ICG Risk Appetite Ratio 174%

The Committee’s quantitative assessment of Mr. Forese’s performance was based 70 percent on the achievement of financial goals that were set by the Committee early in 2013. His performance on most financial metrics was evaluated on the basis of both Company-wide and ICG results, consistent with his roles as Co-President of Citi and CEO of ICG. Mr. Forese’s financial performance rating was based on the relatively strong performance by ICG in delivering 2013 operating results. ICG revenues, like Citigroup revenues, were slightly less than planned given the global economic environment and global trends that affected capital markets activity across the industry. Accordingly, ICG operating results were, in general, slightly below but approximately in line with plan.

The Committee’s quantitative assessment was based 30 percent on the achievement of four non-financial goals that were established early in the year, as summarized in the chart below:

Non-Financial Goal Result Highlights
Strategic focus on less capital-intensive businesses,
consistent with Volcker Rule requirements and dual
focus on Return on Assets and earnings
Mr. Forese’s strategic goals were largely realized. Over time, the ICG businesses are expected to migrate towards a less capital-intensive business model, consistent with evolving regulatory requirements and a renewed focus on risk adjusted returns. The less capital-intensive businesses within ICG showed improvement over 2012 results.
Strong risk and controls management Mr. Forese continued to show leadership on control matters, holding appropriate managers accountable for control failures identified in 2013, as expected by the Committee. ICG controls showed some improvement in 2013, as measured by objective progress on remediation of identified issues and reductions in operational losses, although additional remediation will continue throughout 2014.

(chart continued on next page)


   
2014 PROXY STATEMENT 59





Non-Financial Goal Result Highlights
Improve business integration Mr. Forese made significant strides in better integrating and connecting the various businesses within ICG. He also de-layered and simplified the ICG management structure. ICG’s improvements in market share in several of its businesses are objective measures of these initiatives.
Enhance operational efficiency ICG demonstrated improvements in operating efficiency and expense management. Importantly, Mr. Forese streamlined and integrated Operations and Technology into the ICG businesses, which reduced direct costs, thereby enabling reinvestments of cost savings into enhanced technology.

The objective performance rating produced by the 70 percent/30 percent weighting of the financial and non-financial results was consistent with an incentive compensation award above the estimated market median for Mr. Forese’s role. In making the incentive compensation award to Mr. Forese, the Committee considered the size and complexity of ICG’s businesses and ICG’s relatively strong overall operating results in light of the continued industry-wide challenges. The Committee noted that ICG 2013 financial metrics showed important improvement over 2012 results, while also reflecting uncertain market conditions. Despite Mr. Forese’s strong overall performance rating and results, the Committee used its judgment to reduce his final award from the preliminary amount indicated by the objective performance rating, consistent with its view that relative total shareholder returns should be reflected in senior-most executive compensation awards. Mr. Forese’s final award remained above estimated market median, consistent with his strong performance.

Head of Franchise Risk and Strategy: 2013 Results

Brian Leach has been Head of Franchise Risk and Strategy since January 2013. In this capacity, he oversees Citi’s Risk, Internal Audit, Compliance, and Strategy functions. He assumed this role after serving as Citi’s Chief Risk Officer since March 2008.

Category Financial Metric (Glossary on Pages 54-55) 2013 Result
Expense Management Citicorp Core Efficiency Ratio 58.9%
Use of Capital Citigroup Return on Tangible Common Equity (Core) 8.2%
Citigroup Return on Assets 0.73%
Risk Citigroup Return on Basel III Capital 12.1%
Citicorp Risk Appetite Ratio 117%

The Committee’s quantitative assessment of Mr. Leach’s performance was based 70 percent on the achievement of Company-wide financial goals that were assessed similarly for Mr. Corbat and Mr. Leach. The Committee noted that consistent with Citi’s focus on bank safety and soundness, Mr. Leach executed a well-managed resource and expense allocation process within Franchise Risk and Strategy, while thoughtfully enhancing staffing in critical control functions.

   
2014 PROXY STATEMENT 60





The Committee’s quantitative assessment was based 30 percent on the achievement of four non-financial goals that were established early in the year, as summarized in the chart below:

Non-Financial Goal Result Highlights (Glossary on Pages 54-55)
Regulatory expectations The processes and systems development led by Mr. Leach contributed to Citi’s progress on regulatory issues in 2013. Strong management facilitated the timely completion of projects necessary to meet regulatory expectations. Mr. Leach has continued to develop and add to Citi’s talent base in the Compliance, Internal Audit, and Risk functions.
Strong risk and controls management The “no objection” to Citi’s 2013 CCAR submission was a success for the firm in the risk and controls area. The CCAR capital plan process included a number of enhancements, including strengthened model validation, documentation and stress loss forecasting, as well as a stronger link with the financial forecasting process.
Improve Deferred Tax Assets utilization Excellent project management by Mr. Leach and Mr. Gerspach contributed to a much improved utilization of Citigroup’s Deferred Tax Assets in 2013.
Drive improved risk management throughout Citi by
implementing risk self-assessment tool
Under Mr. Leach’s sponsorship, the Manager’s Control Assessment (MCA) process has been fully implemented across Citi.

The objective performance rating produced by the 70 percent/30 percent weighting of the financial and non-financial results was consistent with an incentive compensation award above the estimated market median for Mr. Leach’s role. Despite Mr. Leach’s strong overall performance rating and results, the Committee used its judgment to reduce his final award from the preliminary amount indicated by the objective performance rating, consistent with its view that relative total shareholder returns should be reflected in senior-most executive compensation awards. Mr. Leach’s final award remained above estimated market median, consistent with his performance and the scope of his role.

Global Consumer Banking CEO: 2013 Results

Manuel Medina-Mora is Co-President of Citi and CEO of Global Consumer Banking (GCB). GCB consists of Citi’s four geographical Regional Consumer Banking businesses that provide traditional banking services to retail customers through retail banking, commercial banking, Citi-branded cards, and Citi retail services. Mr. Medina-Mora also oversees Citi’s franchise in Mexico.

Category Financial Metric (Glossary on Pages 54-55) 2013 Result
Profitability Citigroup Core Income from Continuing Operations Before Taxes $16.9 billion
GCB Core Income from Continuing Operations Before Taxes $9.6 billion
Expense Management Citicorp Core Efficiency Ratio 58.9%
  GCB Core Efficiency Ratio 54.0%
Use of Capital Citigroup Return on Tangible Common Equity (Core) 8.2%
Risk Citigroup Return on Basel III Capital 12.1%
GCB Return on Basel III Capital 25.9%
GCB Risk Appetite Ratio 218%

The Committee’s quantitative assessment of Mr. Medina-Mora’s performance was based 70 percent on the achievement of financial goals. His performance on most financial metrics was evaluated on the basis of both Company-wide and GCB results, consistent with his role as Co-President of Citi and CEO of GCB. In awarding incentive compensation to Mr. Medina-Mora, the Committee considered GCB’s difficulties meeting plan in light of the challenging environment. Industry-wide headwinds, particularly lower mortgage refinancing revenues due to a significant decline in U.S. mortgage refinancing activity, generally offset

   
2014 PROXY STATEMENT 61





organic growth. Mr. Medina-Mora leads a global banking business that continues to make progress and execute on its strategy. GCB’s revenues have remained stable since 2010 as revenues at our key global and U.S. competitors have declined. Over the last three years, GCB operating efficiency improved slightly, as the operating efficiency ratios at many of our key competitors have been stable or become worse. GCB Net Income has increased significantly since 2010 and, even in the current challenging environment, 2013 GCB Core Income from Continuing Operations Before Taxes increased 1% over 2012.

The Committee’s quantitative assessment was based 30 percent on the achievement of five non-financial goals that were established early in the year, as summarized in the chart below:

Non-Financial Goal Result Highlights
Improve customer experience Mr. Medina-Mora led GCB’s efforts to improve brand preference ratings and net promoter scores, and GCB is on track to develop a value proposition benchmark.
Strong risk and controls management Although strong remediation measures are under way, the incentive award reflects consideration of leadership accountability for disclosed control issues that were identified in 2013, including in Banamex USA.
Roll out unified global customer platform and drive
other operating efficiencies
Mr. Medina-Mora drove GCB’s progress on the multi-year rollout of a common global technology platform. Mr. Medina-Mora helped create organizational efficiencies by integrating the Operations and Technology group supporting GCB into the businesses, although more work remains to be done to complete the integration.
Develop improved multi-channel distribution
network with focus on top cities
Mr. Medina-Mora focused GCB on achieving desired branch location status (opening some branches and closing others) and has focused spending in key markets; development of digital markets is also in progress.
Enhance credit card and digital payments franchises Under Mr. Medina-Mora’s leadership, GCB increased the number of countries on global digital platforms, and progress was made on product portfolio simplification.

The objective performance rating produced by the 70 percent/30 percent weighting of the financial and non-financial results was consistent with an incentive compensation award within the range of estimated market median for Mr. Medina-Mora’s role. The Committee decided on an award that was within that range, taking into account all of the relevant factors, including a recognition of relative total shareholder return. The Committee also considered the complexity of Mr. Medina-Mora’s roles and the size and continued global strength of Citi’s GCB businesses.

Form and Structure of Incentive Awards for Performance in 2013

The Committee awarded 40% of named executive officer incentive compensation for performance in 2013 as an immediately payable cash bonus, 30% in deferred stock under Citi’s Capital Accumulation Program, and 30% in performance share units (for a total deferral of 60%). This structure is the same as the structure last year.

In determining the percentages to award as current and deferred compensation, the Committee considered applicable regulatory requirements and guidelines for deferral, noting that a 60% deferral rate for senior executives is required in many countries outside the U.S. Our structure links 100% of each named executive officer’s deferral to the value of Citi common stock, providing strong alignment with long-term shareholder interests.

Deferred Stock Awards
The Committee awarded deferred stock under Citi’s Capital Accumulation Program to the named executive officers as 30% of their incentive compensation for 2013. The awards vest ratably over a four-year period, and an additional performance-based vesting condition also applies to these awards that allows for cancellation of future vestings in the event of losses. If Citigroup has pre-tax losses in any year of the deferral period, the portion of the deferred stock award that is scheduled to vest in the year following the loss year will be reduced by 20%, or if greater, by a fraction, the numerator of which is the amount of the

   
2014 PROXY STATEMENT 62




pre-tax loss, and the denominator of which is the highest level of annual pre-tax profit for Citigroup in the three years immediately preceding the loss year. These awards have the same terms as the deferred stock awarded in February 2013 to named executive officers under the Capital Accumulation Program.

EXAMPLE: The following example illustrates a deferred stock award made in February 2014 of 10,000 shares to a named executive officer. The example shows how the portion of this award that is scheduled to vest in January 2015 – 2,500 shares – would be affected, assuming the following pre-tax profit (loss) history for Citigroup.

Scheduled Pre-tax profit (loss) for Citigroup (in millions) Highest pre-tax profit in
     vesting date       2014       2013       2012       2011       prior three years
January 2015 ($500)   $19,497 $7,825 $14,722 $19,497

Please note: The profit amounts for 2011, 2012, and 2013 in the example are derived from current publicly reported financial information. The pre-tax loss amount for 2014 in the example is a hypothetical assumption for illustrative purposes only.

Because of the hypothetical pre-tax loss in 2014, the portion scheduled to vest in January 2015 would be reduced by 20%. As a result, 500 shares of the 2,500 that were scheduled to vest would be cancelled (500 = 20% of 2,500).

The deferred stock awards, like all deferred incentive awards granted by Citi, remain subject to cancellation pursuant to the Citi Clawbacks, as described on page 68.

Deferred stock awards are subject to the provisions of the Capital Accumulation Program in the event of termination of employment, as described on page 74.

Why did Citi select relative total shareholder return and average return on assets as the metrics for the performance share units?
These metrics measure improvements in relative returns to shareholders and in Citi’s operating performance. The Committee believes that these metrics are the most relevant objective measures of overall improvements in performance at this point in Citi’s evolution.

Performance Share Unit Awards
Last year, Citi introduced performance share units as part of its multiple enhancements to the objective elements of Citi’s compensation framework. These awards represent 30% of the named executive officers’ annual incentive compensation for 2013. The performance share units are delivered at the end of a three-year performance period only to the extent that Citi achieves pre-determined objective goals over that period.

Performance share units are performance-sensitive in four important respects. First, the initial award opportunity is based on prior-year performance. Once granted, the number of performance share units earned, if any, is based on performance against the objective metrics over the three-year performance period. The value of the earned performance share units is based on changes in Citi’s common stock price that occur over the three-year period. Finally, the awards are subject to clawbacks, as described on pages 67-68. 

The target number of performance share units awarded to the executives is the amount of their annual incentive allocated to the performance share unit program divided by the average of the closing Citi stock prices for the five trading days immediately preceding the grant date. The performance share units will be earned according to the following schedule relating to Citi’s average return on assets and relative total shareholder return over the three-year period.

  Metric: average return on assets Less than 0.65%            0.65%            0.85%            1.0% or more      
  Metric: relative total shareholder
  return (percentile) Lower than 25th 25th   50th 75th or greater
  % of target performance share No award regardless of
  units earned outcome of other metric 0% 100% 150%

   
2014 PROXY STATEMENT 63




Performance against each metric will be weighted equally to provide a balanced focus on each metric; however, the program has a minimum performance threshold. If Citi’s average return on assets is less than 0.65% or Citi’s total shareholder return is lower than the 25th percentile, then no performance share units will be earned at the end of the three-year performance period, regardless of the outcome of the other metric. Citi’s average return on assets for 2013 as calculated for purposes of the performance share unit program is 0.74% – below the average return on assets target of 0.85% – thereby requiring management to improve performance to earn the full award.

Performance between the thresholds in the table above will be determined by straight-line interpolation, based on equal weighting of each metric, to avoid encouraging imprudent risk-taking through artificial cliffs in the design of the performance share units.

Example: If Citi has an average return on assets of 0.75% and is at the 50th percentile in relative total shareholder return, the executives will receive 75% of the target performance share units, which assigns equal weight to performance against the return on assets metric (50% performance) and the total shareholder return metric (100% performance).

What has changed for this year’s performance share units?
Consistent with our goal of continuous improvement, the minimum average return on assets necessary to earn any units has increased from 0.60% to 0.65% for this year’s awards.

Final results under the performance share unit metrics are determined after the end of the three-year performance period. Average return on assets for this purpose is generally defined as the average, for 2014, 2015 and 2016, of Citigroup’s net income (loss) excluding credit valuation adjustments/debt valuation adjustments divided by Citigroup average assets. Relative total shareholder return under the program will be determined at the end of 2016 by comparing Citi’s total shareholder return from January 1, 2014 through December 31, 2016 to those of its peers. The peer group for determining relative total shareholder return is Bank of America, Barclays, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, and Wells Fargo. The peer group has not changed since last year and was selected because the group includes Citi’s principal global business competitors and competitors for investor capital. In the event of extraordinary items such as corporate restructurings, the Committee has the authority to make adjustments in return on assets, relative total shareholder return, and the peer group, to the extent required to implement the intent of the awards.

After the end of the performance period, the number of earned performance share units will be multiplied by the average of the closing Citi stock prices for the five trading days immediately preceding the vesting date, and the resulting value will be paid in cash. This feature has the effect of rewarding executives based on changes in the price of Citi common stock, which is another element of alignment with shareholder returns, while limiting shareholder dilution.

Dividend equivalents will be accrued and paid on the number of earned performance share units at the end of the three-year performance period; dividend equivalents on performance share units that are not earned will be forfeited.

The performance share units are subject to the full range of clawbacks described on pages 67-68, including cancellation if the Committee finds that the executive had significant responsibility for a material adverse outcome.

Performance share units have the same provisions in the event of termination of employment applicable to Citi’s incentive programs generally, as described on page 74.

   
2014 PROXY STATEMENT 64





Status of Previously Awarded Performance Share Units

Performance share units granted in February 2013 will be earned at the end of 2015 based on relative total shareholder return and Citigroup average return on assets from January 1, 2013 through December 31, 2015, without regard to the status of the metrics at year-end 2013 or 2014. We are nonetheless disclosing the interim status of the awards at December 31, 2013. The table below shows the percentage of the target award that would be earned as of December 31, 2015 if the relative total shareholder return and Citigroup average return on assets for 2013 remained constant throughout the three-year performance period and all other conditions to vesting are satisfied.

Interim Status at   Interpolated Percentage of
December 31, 2013       Award for Each Metric           Percentage of Target Award   
  Relative Total Shareholder Return 46.43rd percentile 85.7% > 70.85%
  Citigroup Average Return on Assets1 0.74% 56.0%

1        Average return on assets is calculated as the average of Citi’s quarterly returns on assets, which is the Company’s reported GAAP net income for a quarter excluding credit valuation adjustments/debt valuation adjustments divided by the number of calendar days in the quarter multiplied by the number of calendar days in the given year, divided by Citi’s average daily GAAP assets during the quarter.

VI. Legacy Retention Plans

In 2010 and 2011, the Committee authorized awards under the Key Employee Profit Sharing Plan to a group of key senior executives, including Mr. Corbat, Mr. Gerspach, Mr. Forese, and Mr. Medina-Mora. As the Chief Risk Officer responsible for recommending whether payouts could be made under the Key Employee Profit Sharing Plan, Mr. Leach was ineligible for the Key Employee Profit Sharing Plan. Instead, he received a retention award under the Key Risk Employee Plan. Final payments under both programs were made as of January 20, 2014; no awards were made under these programs after 2011 and none will be made in the future.

Rationale for the Retention Programs
The Key Employee Profit Sharing Plan was designed starting in 2009 and formally announced in mid-2010 as a critically necessary program to retain key members of the Citi management team in a time of substantial uncertainty, as demonstrated by Citi’s acceptance of extraordinary governmental assistance. The Committee and management believed that these retention programs, covering a core group of executives and offering substantial forward-looking incentives, were essential to the survival of the Citi franchise, as important executives were resigning from Citi to work at competitors. These programs helped retain Citi’s key leaders, including the current CEO and all of the other 2013 named executive officers, who enabled Citi to return to sustained profitability.

The Key Employee Profit Sharing Plan was designed to exclude employees in the Independent Risk function to avoid conflicts of interest, as the Chief Risk Officer participated in the determination of whether payouts would be made under that plan. The Chief Risk Officer was required to determine whether there had been a material adverse change in the risk profiles of Citigroup or Citibank, N.A. during any of the plan’s performance periods; had such a material adverse change occurred, no payout would have been made under the Key Employee Profit Sharing Plan. As a strong Independent Risk function was critical to Citi’s future, a parallel program was developed for employees in that function, including Mr. Leach, with payments that were not dependent on risk-taking outcomes. Participants received payments under the Key Risk Employee Plan if they remained employed at Citi through the applicable payment dates in 2013 and 2014.

Summary of the Key Employee Profit Sharing Plan
In addition to retaining key talent, the Key Employee Profit Sharing Plan awards were intended to focus participants on enhancing the earnings of Citicorp, and therefore, were in the form of a share of pre-tax Citicorp earnings. Each participant received payments based on a specified percentage of the cumulative pre-tax income of Citicorp for the applicable performance period. The initial two-thirds of each participant’s award was paid as of January 20, 2013, and the remaining one-third (the holdback amount) was paid as of January 20, 2014, when vesting conditions were satisfied.

   
2014 PROXY STATEMENT 65




The percentages awarded to each participant were intended to deliver, over the multi-year performance periods, an amount that varied by individual executive, but in many cases could have been an amount equal to one year’s annual incentive award, had Citicorp earned $71.3 billion in cumulative pre-tax income in 2010-2012 (in the case of the 2010 awards) and $45.1 billion in 2011-2012 (in the case of the 2011 awards). Citicorp ultimately earned $54.5 billion and $34.6 billion over those periods, respectively, such that the Key Employee Profit Sharing Plan awards delivered less to executives than could have been anticipated. The Key Employee Profit Sharing Plan delivered about 76% of the total value that could have been delivered had Citicorp produced earnings at the planned levels.

The holdback payment was intended to discourage actions during the performance periods that could have resulted in artificial short-term earnings increases and therefore, was to be reduced pro rata to the extent of any Citicorp pre-tax losses for 2013. Because Citicorp did not have pre-tax losses for 2013, the holdback amounts were paid as of January 20, 2014 along with notional interest equal to the 90-day, U.S. dollar-based LIBOR from January 1, 2013 through December 31, 2013.

Both the initial payment and the holdback payment were subject to cancellation if the Committee, in consultation with Citi’s Chief Risk Officer, had determined that there was a material adverse change in the risk profile of Citigroup or Citibank, N.A. during the performance periods ending in 2012, or during 2013 before the distribution of the holdback payment. As part of the process of making the final payments, the Committee and the Chief Risk Officer determined that there had not been a material adverse change in the risk profiles of Citigroup and Citibank, N.A. during the applicable periods ending in 2012 and 2013.

Summary of the Key Risk Employee Plan
Awards under the Key Risk Employee Plan also varied by participant, and were intended to deliver, over the 2010-2014 service period, a fixed dollar amount calculated as of the award date that was determined with reference to one year’s annual incentive award. Key Risk Employee Plan awards were paid two-thirds as of January 20, 2013 and one-third as of January 20, 2014, and participants had to be employed on each such payment date to receive each portion of their award. As described in more detail on page 52, the portion of the award that was paid in 2014 will appear in the 2014 Summary Compensation Table if Mr. Leach is a named executive officer next year.

The retention awards made to key executives in the Independent Risk function were of particular importance to the franchise. Mr. Leach became Citi’s Chief Risk Officer in March 2008 and has led the extensive efforts that were required to build information systems and an Independent Risk function that would enable Citi to better understand market, credit, liquidity, operational and other risks across businesses and geographies. Consistent leadership of this effort has been critical to achieving the important milestones described in the chart that follows.

   
2014 PROXY STATEMENT 66





                             
   

Overhaul of risk management team

Developed new risk management principles

Citi-wide stress testing implemented

Revised Institutional Clients Group and real estate risk limits and implemented new Consumer underwriting criteria

“Risk appetite” framework adopted by the Independent Risk function and the businesses

Improved Citi’s Value at Risk (VaR) framework

Created process to aggregate and analyze single name credit exposure globally

Standardized global policies and procedures for managing sales and suitability risks for retail investment products sold to or developed for individual investors

Capital assessment process formalized and Internal Capital Adequacy Assessment Process (ICAAP) implemented

Commenced inclusion of ratings by Independent Risk in performance evaluations of senior executives

Refined ability to assess risk at the country level

Fundamental Credit Review process established to enhance credit practices across the Company, and provide forward-looking insights on Citibank’s credit portfolios

Enterprise Risk Management team established to centralize management of operational risk across the company

Integration of Comprehensive CCAR, ICAAP and other regulatory stress testing requirements into a single Capital Plan

RCAST initiative launched, to develop a technology platform that would support internal and regulatory stress testing model

In partnership with Human Resources and other control functions, automation and expansion of the annual control function performance review process

Creation of Franchise Risk and Strategy function

Creation of centralized approach to assessing and validating risk associated with the use of financial models at Citi

Fully implemented the Manager’s Control Assessment (MCA) process across Citi

Included the “Risk Appetite” metric on management scorecards


VII. Citi’s Additional Executive Compensation Policies

Citi has strong executive compensation governance practices, as set forth below.

Citi has a 75% stock ownership commitment. Citi has a long-standing stock ownership commitment, which provides alignment of executive and shareholder interests. Executive officers are required to retain at least 75% of the equity awarded to them as incentive compensation (other than cash equivalents and net of amounts required to pay taxes and option exercise prices) as long as they are executive officers.

Citi has adopted a post-employment stock holding requirement. In addition to the stock ownership commitment, executive officers are required to retain, for one year after ceasing to be an executive officer as a result of leaving Citi employment or otherwise, 50% of the shares subject to the stock ownership commitment as of the transition date. This requirement is responsive to proposals Citi has received in recent years from shareholders and further aligns the interests of executive officers with those of shareholders.

Citi has adopted blanket anti-hedging and anti-pledging policies. Citi has long had a personal trading policy that limits trading by management and other employees in Citi stock. In 2012, Citi strengthened this policy by adopting a blanket prohibition against hedging and pledging of Citi stock by executive officers, meaning that the hedging of any Citi security against the risk of economic loss and the pledging of any Citi security as collateral for a loan or other extension of credit is prohibited. The expanded policy is included in Citi’s Corporate Governance Guidelines. The executive officers have no outstanding pledges or hedges.

Clawbacks and performance-based vesting conditions are applicable to executive incentive compensation. Unearned performance share units awarded to the named executive officers may be cancelled if the Committee determines that the executive has significant responsibility for a material adverse outcome. This provision is intended to allow for cancellation of unearned performance share units in the event of serious financial or reputational harm to Citi and may apply to the employee directly responsible for the actions as well as one who fails to appropriately supervise such employee.

   
2014 PROXY STATEMENT 67




This provision, allowing cancellation of nonvested awards in the event of significant responsibility for a material adverse outcome, is also a term of all deferred cash awards for 2013 performance to covered employees as defined in U.S. bank regulatory guidance. At a minimum Citi will consider the potential for impact on performance share units and deferred cash awards if there is an annual pre-tax 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 a senior executive because he or she had significant responsibility for a material adverse outcome.

Citi introduced an additional clawback for performance share units and deferred cash awards granted in February 2014 for 2013 performance. Under this new clawback, called the General Clawback, the Committee may cancel all or a portion of an unearned performance share unit or an unvested deferred cash award if it determines that an employee engaged in 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. The Committee may also cancel awards if an employee failed to supervise individuals who engaged in such behavior or failed to properly escalate such behavior.

In addition, all deferred incentive compensation awarded to any Citi employee, including the named executive officers, is subject to the Citi Clawbacks. The Citi Clawbacks require the forfeiture or cancellation of nonvested incentive compensation when the Committee determines that an employee (a) received an award based on materially inaccurate publicly reported financial statements, (b) knowingly engaged in providing materially inaccurate information relating to publicly reported financial statements, (c) materially violated any risk limits established or revised by senior management and/or risk management, or (d) engaged in gross misconduct. Citi may also seek to recover previously delivered compensation, where permitted by law.

Furthermore, and as part of the Citi Clawbacks, since 2002, the Board has had in effect a “clawback” policy based upon Sarbanes-Oxley. Citi’s Corporate Governance Guidelines require reimbursement, as sought by the Board, of any bonus or incentive compensation awarded to an executive officer or the cancellation of nonvested incentive awards previously granted to the executive officer if: (a) the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, (b) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement, and (c) the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded.

Citi’s publicly available compensation philosophy articulates clear guiding principles. Our executive compensation programs are intended to achieve four equally important major objectives: (a) align compensation to shareholder interests; (b) attract and retain the best talent to lead Citi to success; (c) manage risks to Citi by encouraging prudent decision-making; and (d) implement evolving regulatory guidance. These objectives are the foundation of Citi’s Compensation Philosophy, which is available on Citi’s public website at www.citigroup.com/citi/investor/corporate_governance.html.

Citi limits executive benefits and perquisites. Citi does not provide for special medical, dental, insurance or disability benefits for executives; in the U.S. executives pay more for these benefits than lower-paid employees. None of the named executive officers received other perquisites, such as private club dues reimbursement or financial planning benefits.

Citi has no tax gross-ups. Citi does not allow tax gross-ups, either directly or indirectly, for any of the named executive officers or other executive officers, except through bona fide tax equalization programs for expatriates as provided under Citi’s Expatriate Program.

Citi does not offer supplemental executive retirement plans. Citi does not have special pension credits or benefits for executives. Citi’s plans do not provide for current benefit accruals under nonqualified executive retirement programs except to specified grandfathered and expatriate populations. None of the named executive officers were eligible for additional benefit accruals under any of these supplemental plans in 2013, although Mr. Gerspach is eligible for certain grandfathered benefits that were frozen as of December 31, 2001.

   
2014 PROXY STATEMENT 68




A change in control of Citigroup Inc. does not accelerate vesting. Citi’s shareholder-approved 2009 Stock Incentive Plan, which is the only plan under which stock awards are currently made to executive officers, provides that no awards made under that plan may be paid solely as a result of a change in control of Citi; a related involuntary termination of employment must also occur (the “double trigger” provision). The proposed 2014 Stock Incentive Plan also includes a similar “double trigger” provision.

In 2013, the Committee adopted a resolution affirming that no deferred incentive award to executive officers will vest solely by reason of a change in control of Citigroup Inc. The resolution applies to future awards, and to outstanding awards to the extent permissible. The intent of the resolution is for such a change in control to have no impact on the applicable awards.

Citi has no “golden parachutes.” The named executive officers are not entitled to any “golden parachutes” (i.e., severance pay) upon termination of employment in excess of any benefit that may be available under Citi’s broad-based separation pay plans or local law. Performance share units and deferred stock awards under the Capital Accumulation Program do not allow accelerated vesting and/or delivery of awards in the event of involuntary termination of employment. As a result, terminated executives are at risk for clawbacks and changes in Citi’s common stock price to the same extent as current executives.

Citi has a specific policy limiting the terms of employment agreements with executive officers. Citi will enter into an employment agreement with an executive officer only when necessary to attract or retain exceptional personnel. Any employment agreement with an executive officer (a) must be approved by the Committee; (b) should be as short as possible and provide as few terms and conditions as are necessary to accomplish its purpose; and (c) if required by law to be available for public review, must be filed promptly with the appropriate regulatory authority. In addition, employment agreements with executive officers may not provide for post-retirement personal benefits of a kind not generally available to employees or retirees, except with the express prior approval of the Board. At the present time, Citi has no such agreements providing for post-retirement personal benefits with any executive officer.

The Committee relies on an independent compensation consultant. The Committee charter provides that its compensation determinations regarding the CEO and other executive officers should reflect the advice of an independent compensation consultant. The Committee has retained an independent compensation consultant since 2006, and currently, Cook & Co. is the Committee’s independent adviser. Cook & Co. provides no services to Citi 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. Cook & Co. reports directly to, and is directly accountable to, the Committee. The Committee has the sole authority to retain, terminate, and obtain the advice of Cook & Co. at Citi’s expense. Representatives of Cook & Co. attended all Committee meetings during 2013, including executive sessions as requested, and consulted frequently with the Chairman of the Committee between meetings. Cook & Co. provided extensive guidance and analysis regarding the Committee’s and the Board’s responses to the 2012 and 2013 advisory say-on-pay votes, attended meetings with proxy advisory firms, offered market insights, and provided advice to the Committee on changes to Citi’s executive compensation plan design and the presentation of its programs to shareholders. Cook & Co. was paid $337,853 for 2013.

The Committee conducts a formal assessment of the independence of Cook & Co. at least annually. In performing the annual assessment of compensation adviser independence, the Committee considers various factors bearing on adviser independence, including the nature and amount of work performed for the Committee during the year, the nature of any unrelated services performed for Citi, the amount of fees paid for those services in relation to the firm’s total revenues, the adviser’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact the adviser’s independence. Cook & Co. annually prepares an independence letter to assist the Committee with information the Committee is required to consider when assessing independence. Pursuant to SEC and NYSE rules, the Committee assessed the independence of Cook & Co. most recently in February 2014 and determined that Cook & Co. is independent from Citi management and that its work for the Committee has not raised any conflicts of interest.

   
2014 PROXY STATEMENT 69




Dividend equivalents. Under the 2009 Stock Incentive Plan and the proposed 2014 Stock Incentive Plan described in Proposal 4 of this Proxy Statement, dividend equivalents are not paid during the vesting period of performance vesting stock, such that dividend equivalents are paid in respect of these awards only if and when the underlying shares vest. The same practice applies to performance share units, such that dividend equivalents are paid with respect to the units only if and when the units are earned and delivered at the end of the performance period. All stock awards granted to executive officers for performance in 2013 are awards of performance vesting stock. Where dividend equivalents are paid, the dividend rate is the same for the named executive officers as for other shareholders. This practice is consistent with and furthers the goal of aligning the interests of employees with those of shareholders.

Tax deductibility of the named executive officers’ incentive compensation. In 2011, shareholders approved the 2011 Executive Performance Plan, a performance plan intended to preserve the deductibility of incentive compensation paid to the named executive officers that might otherwise not be deductible under Section 162(m) of the Code. Annual incentive awards for 2013 are awarded under the 2011 Executive Performance Plan, which specifies a maximum amount that can be awarded to a participant for any year based on Citicorp earnings, i.e., Citigroup’s income from continuing operations before income taxes (net of any income or loss from continuing operations before income taxes of Citi Holdings). The amount of annual incentive actually awarded for the year, however, is determined by the Committee, applying the compensation framework described above in this Compensation Discussion and Analysis and subject to the condition that the Company may pay less (but not more) than the maximum. For 2013, the Committee certified the maximum amount payable under the 2011 Executive Performance Plan as $45.7 million per executive (0.2% of Citicorp earnings) and exercised its discretion to award lesser amounts under the plan. While Citi seeks to preserve deductibility of compensation paid to the named executive officers to the extent permitted by law, Citi retains the flexibility to provide nondeductible compensation arrangements it believes are necessary to recruit, incentivize, and retain its executives, and individuals may in some circumstances receive nondeductible payments resulting from awards made prior to becoming an executive officer. Mr. Corbat’s salary is not deductible to the extent it exceeds $1,000,000.

Timing of awards. The incentive awards to the named executive officers for performance in 2013 were granted on February 18, 2014, which was the grant date for equity awards made to all eligible employees under Citi’s Capital Accumulation Program. The timing of the grant date is consistent with the procedures for establishing grant dates approved by the Committee in 2012.

The number of shares of deferred stock awarded to each employee receiving a deferred stock award was determined consistently with Citi’s long-standing practice of dividing the nominal amount of the incentive to be awarded in stock by a five-day average stock price. The average of the closing prices of Citi common stock on the five trading days immediately prior to the February 18, 2014 grant date was used to determine the number of shares awarded to the named executive officers and all other eligible employees under the Capital Accumulation Program. The same pricing approach was also used to determine the target number of shares for the performance share units.

Policies and practices on base pay and other fixed compensation. Citi believes that most compensation payable to executive officers should be at risk to incentivize performance. At the same time, the payment of cash compensation reflects the need to provide some liquidity to attract and retain executives, and base pay should reflect market practice.

   
2014 PROXY STATEMENT 70





2013 Summary Compensation Table and Compensation Information

The following table shows compensation for any person serving as CEO or CFO during 2013 and Citi’s three other most highly compensated executive officers, with their titles in effect on December 31, 2013. The form and content of the table are prescribed by SEC regulations.

Change in
Pension
Value and
Non-Equity   Non-qualified
Stock Stock Incentive Plan Deferred All Other
Name and Salary Bonus Awards Options Compensation Compensation Compensation
Principal Position(1)    Year   ($)       ($)(2)      ($)(3)   ($)(4)   ($)(5)   Earnings ($)(6)   ($)(7)   Total ($)  
  Michael Corbat 2013 $ 1,500,000 $ 5,200,000 $ 7,915,912 $ 0     $ 2,923,069         $ 3,838           $ 15,300       $ 17,558,119  
  CEO 2012 $ 1,049,188 $ 2,090,162 $ 2,250,000 $ 0 $ 5,217,414 $ 4,215 $ 1,766,529 $ 12,377,508
2011 $ 500,000 $ 3,000,000 $ 5,100,000 $ 2,039,836 $ 0 $ 4,116 $ 14,700 $ 10,658,652  
John Gerspach 2013 $ 500,000 $ 2,800,000   $ 3,893,076 $ 0 $ 2,128,679   $ 0 $ 15,300 $ 9,337,055
CFO 2012 $ 500,000 $ 2,600,000 $ 1,650,000   $ 0 $ 3,796,375 $ 79,033 $ 15,000 $ 8,640,408
2011 $ 500,000 $ 2,200,000 $ 2,333,333 $ 2,039,836 $ 0 $ 73,047 $ 14,700 $ 7,160,916
James Forese(8) 2013 $ 475,000 $ 5,410,000 $ 4,057,500 $ 0 $ 7,574,988 $ 3,510 $ 15,300 $ 17,536,298
Co-President, Citi;
CEO, Institutional
Clients Group
Brian Leach(8) 2013 $ 500,000   $ 9,449,794 (9) $ 2,550,000 $ 0 $ 1,407,339 $ 0 $ 15,300 $ 13,922,433
Head of Franchise 2012 $ 500,000 $ 3,400,000 $ 2,550,000 $ 0 $ 720,481 $ 0 $ 15,000 $ 7,185,481
Risk and Strategy 2011 $ 500,000 $ 3,400,000 $ 5,400,000 $ 2,039,836 $ 0 $ 0 $ 14,700 $ 11,354,536
Manuel Medina-Mora 2013 $ 546,966 (10) $ 3,581,214 $ 6,489,965 $ 0 $ 3,394,405 $ 0 $ 0 $ 14,012,550
Co-President, Citi; 2012 $ 546,966 $ 4,181,214 $ 2,852,650 $ 0 $ 5,967,649 $ 1,583,395 $ 0 $ 15,131,874
CEO, Global Consumer 2011 $ 546,966 $ 4,181,214 $ 3,998,939 $ 2,719,781 $ 0 $ 0 $ 0 $ 11,446,900
Banking; Chairman, Mexico

(1)        The principal position for each named executive officer is the position he held on December 31, 2013.
 
(2) Amounts in this column show cash bonuses for service in the listed year, with the exception of the 2013 bonus amount for Mr. Leach as described in more detail under footnote 9 to this Summary Compensation Table.
 
(3) The amounts in this column for 2013 are the aggregate grant date fair values of instruments treated as equity awards granted in February 2013 for performance in 2012. The values in this column represent the aggregate grant date fair values of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made, if any, when calculating the amounts in this column for the awards are found in footnote 7 to the Consolidated Financial Statements of Citigroup Inc. and its Subsidiaries, as filed with the SEC on Form 10-K for 2013. Set forth below is a table showing which equity-based awards are included in the amount reported as Stock Awards in the 2013 Summary Compensation Table:

           Capital Accumulation
Program (Deferred  
EU Short Term Award Stock) Award for Performance Share Unit
for Performance in 2012 Performance in 2012 Awards for Performance
Granted in 2013        Granted in 2013       in 2012 Granted in 2013       Total
Michael Corbat               $ 2,090,162                $ 3,135,244                 $ 2,690,506         $ 7,915,912
John Gerspach $ 1,950,000 $ 1,943,076 $ 3,893,076
James Forese $ 4,057,500 $ 4,057,500
Brian Leach $ 2,550,000 $ 2,550,000
Manuel Medina-Mora $ 3,250,754 $ 3,239,211 $ 6,489,965
 
The amounts reported in the above table for the performance share units are different from the nominal amount of the awards made by the Committee for performance in 2012. The nominal amount of the award is divided by the Citi common stock price as determined on the grant date, yielding a number of performance share units. Those units are then valued at the grant date under applicable accounting principles, which take into account the probable outcome of the performance conditions. Such grant date fair value is then reported in the Summary Compensation Table for the year of grant. The nominal amounts of the performance share units for Mr. Gerspach and Mr. Medina-Mora are approximately the same as the grant date fair value of the awards for financial accounting purposes, and take into account the currency exchange impact on Mr. Medina-Mora’s

   
2014 PROXY STATEMENT 71





awards. The award to Mr. Corbat has a lesser grant date fair value than nominal value due to the more restrictive structure imposed under U.K. regulatory authority. The maximum number of performance share units for Mr. Corbat was limited to 100% of the target award pursuant to U.K. regulatory requirements. Mr. Corbat’s awards for performance in 2013 and future years will not be subject to this limitation as his awards will not be subject to U.K. regulatory requirements. Mr. Corbat was based in London as CEO of the Europe, Middle East, and Africa region for most of 2012 and accordingly, the structure of his compensation for 2012 was subject to the U.K. requirements.

The values of the performance share units at the grant date assuming that the highest level of performance conditions are achieved are: Mr. Corbat, $3,135,244; Mr. Gerspach, $2,925,000; and Mr. Medina-Mora, $4,876,131.

The EU Short-Term Award was a cash-settled equity instrument comprising half of Mr. Corbat’s immediately payable bonus for 2012, pursuant to U.K. regulatory requirements. Under the required structure, half of Mr. Corbat’s immediate bonus for 2012 was granted on February 19, 2013 as a fully vested stock equivalent instrument that was subject to transfer restrictions until August 19, 2013, and the remaining half was delivered in cash and reported in the Summary Compensation Table last year.

Stock awards granted in 2012 to the named executive officers were granted under the Capital Accumulation Program. Stock awards granted in 2011 to Mr. Corbat and Mr. Leach were granted under the Capital Accumulation Program and to Mr. Gerspach and Mr. Medina-Mora under the Long Term Restricted Stock Program.

 
(4) The values in this column represent the aggregate grant date fair values of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions made when calculating the amounts in this column for 2011 awards are found in footnote 7 to the Consolidated Financial Statements of Citigroup Inc. and its Subsidiaries, as filed with the SEC on Form 10-K for 2013. Options reported in this column were part of the February 2011 Executive Option Grant. This one-time grant was a retention award made to key members of Citi management.
 
(5)       Set forth below is a breakdown of the amount reported as Non-Equity Incentive Plan Compensation for 2013. The amount includes: a portion of the deferred cash award made in January 2012 for performance in 2011, notional interest on that deferred cash award, a portion of the deferred cash award made in February 2013 for performance in 2012, notional interest on that deferred cash award, and the final payment under the Key Employee Profit Sharing Plan:

            Total Non-Equity
  Reportable     Reportable     Reportable   Incentive Plan
  Portion of Earnings on Portion of Earnings on Portion of Key Amount Shown
January 2012 January 2012 February 2013 February 2013 Employee Profit in Summary
Deferred Cash Deferred Cash Deferred Cash Deferred Cash Sharing Plan Compensation
  Name Award Award Award Award Award Table
  Michael Corbat $ 562,500   $ 63,520   $ 2,297,049   $ 2,923,069
  John Gerspach $ 412,500 $ 46,581 $ 1,669,598   $ 2,128,679
  James Forese $ 961,875 $ 108,619 $ 1,014,375 $ 96,028 $ 5,394,091   $ 7,574,988
  Brian Leach $ 637,500 $ 71,989 $ 637,500 $ 60,350 $ 1,407,339  
  Manuel Medina-Mora $ 742,004 $ 83,790 $ 2,568,611 $ 3,394,405

(6)       These amounts represent the increases in the present value of pension benefits for Mr. Corbat and Mr. Forese, as more fully described in the Pension Benefits Table. The value of Mr. Gerspach’s benefit under The Citigroup Pension Plan decreased by ($4,458) and the value of his benefit under the Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates decreased by ($7,080). The value of Mr. Medina-Mora’s benefit under the Banamex Pension Plan decreased by ($1,071,340) and the value of his statutory seniority premium increased by $404. The decreases in the values of Mr. Gerspach’s and Mr. Medina-Mora’s pension benefits were primarily attributable to increases in the discount rate assumptions applicable to the plans in which they participate. In accordance with SEC rules, aggregate decreases are reflected in the Summary Compensation Table as $0 increases. The Banamex Pension Plan amounts are converted from pesos to U.S. dollars as of year-end at the same conversion rate used to prepare Citi’s financial statements. 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. Leach is not eligible for pension benefits as he was hired after The Citigroup Pension Plan was closed to new members.

   
2014 PROXY STATEMENT 72





(7)           Set forth below is a breakdown of All Other Compensation for 2013 (including personal benefits):

            401(k)
Security Financial Medical Plan Tax
Services/ Ground and Tax and Dental Matching Reimbursement
Systems Aircraft Transportation Planning Benefits Contributions Costs
  Name    ($) ($) ($) ($) ($) ($) ($) Total ($)   
  Michael Corbat $0     $0     $0     $0     $0     $ 15,300     $0     $ 15,300
  John Gerspach $0 $0 $0 $0 $0 $ 15,300 $0 $ 15,300
  James Forese $0 $0 $0 $0 $0 $ 15,300 $0 $ 15,300
  Brian Leach $0 $0 $0 $0 $0 $ 15,300 $0 $ 15,300
  Manuel Medina-Mora $0 $0 $0 $0 $0 $ 0 $0 $ 0

Mr. Corbat, Mr. Gerspach, Mr. Forese, and Mr. Leach received 401(k) plan matching contributions pursuant to the formula applicable to all eligible U.S. employees.
 
Mr. Corbat has entered into an Aircraft Time Sharing Agreement with Citiflight, Inc. (a subsidiary of Citigroup Inc.) that permits him to reimburse Citi for the cost of his personal use of corporate aircraft in accordance with limits set forth in Federal Aviation Regulation 91.501(d). Mr. Corbat has reimbursed Citi for the flights in an amount equal to or in excess of the aggregate incremental cost.
 
(8)       Compensation for Mr. Forese and Mr. Leach is presented in accordance with SEC rules. Compensation for Mr. Forese is presented only for 2013, because he was not a named executive officer in 2011 or 2012. Mr. Leach is a named executive officer for 2013 and was a named executive officer for 2011, and in accordance with SEC rules, his compensation is also presented for 2012.
 
(9) This amount includes a Key Risk Employee Plan payment of $6,049,794 and a cash bonus for performance in 2013 of $3,400,000.
 
(10) Mr. Medina-Mora’s base U.S. dollar salary is converted to Mexico pesos on a monthly basis using the exchange rate in effect at the time of payment.

2013 Grants of Plan-Based Awards

The table below provides information regarding awards made by the Committee in 2013. The values shown below for equity awards are each equity award’s grant date fair value as determined under applicable accounting standards.

All Other All Other
Stock Option
Estimated Future Payouts Estimated Future Payouts Awards: Awards: Exercise Grant
Under Non-Equity Under Equity Number of Number of or Base Date Fair
Incentive Incentive Shares of Securities Price of Value of
Plan Awards(1) Plan Awards Stock Underlying Option Stock and
    Threshold   Target   Maximum   Threshold   Target   Maximum   or Units   Options   Awards   Option
  Name Grant Date ($) ($) ($) (#) (#) (#) (#) (#) ($/Sh) Awards ($)  
  Michael Corbat 2/19/2013 0 71,365 (2) 71,365 $ 3,135,244
2/19/2013 0 71,365 (3) 71,365 $ 2,690,506
2/19/2013   47,677 (4) $ 2,090,162
  John Gerspach 2/19/2013 0 44,386 (2) 44,386 $ 1,950,000
2/19/2013   0 44,386 (3) 66,579 $ 1,943,076
  James Forese 2/19/2013 0 92,358 (2) 92,358 $ 4,057,500
2/19/2013 $0 $ 4,343,861 $ 4,343,861
  Brian Leach 2/19/2013 0 58,044 (2) 58,044 $ 2,550,000
2/19/2013 $0 $ 2,729,968 $ 2,729,968
  Manuel Medina-Mora 2/19/2013 0 73,995 (2) 73,995 $ 3,250,754
2/19/2013 0 73,995 (3) 110,993 $ 3,239,211

(1)           These awards were made under the Citigroup Deferred Cash Award Plan for performance in 2012. The amounts reported are the notional principal amount of the awards, plus the maximum notional interest payable under the terms of the award. The notional principal amounts of the awards are: Mr. Forese, $4,057,500; Mr. Leach, $2,550,000.
 
(2) These deferred stock awards were made under the 2009 Stock Incentive Plan as part of Citi’s Capital Accumulation Program.
 

   
2014 PROXY STATEMENT 73





(3)      These awards are performance share units for performance in 2012. The maximum number of performance share units for Mr. Corbat was limited to 100% of the target award pursuant to U.K. regulatory requirements. Mr. Corbat’s awards for performance in 2013 and future years will not be subject to this limitation as his awards will not be subject to U.K. regulatory requirements.
 
(4) This award is a cash-settled equity instrument comprising half of Mr. Corbat’s immediately payable bonus for 2012, pursuant to U.K. regulatory requirements.

General Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table

Set forth below is a discussion of the awards disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table, to the extent not described in the Compensation Discussion and Analysis.

Capital Accumulation Program; Rule of 60. Half of the deferred portion of the annual incentive award for 2013, 2012, and 2011 was awarded to each named executive officer in February 2014, February 2013, and January 2012, respectively, under the Capital Accumulation Program. The awards for 2012 performance are shown above in the Grants of Plan-Based Awards Table. Shares of Citi common stock awarded under the Capital Accumulation Program vest in four equal annual installments beginning on January 20 of the year following the year of grant, subject to the additional performance-based vesting condition described on pages 62-63 for awards granted in 2014 and 2013. Furthermore, nonvested shares remain subject to fluctuations in Citi’s common stock price as well as the Citi Clawbacks, as described on page 68. Capital Accumulation Program awards have special provisions applicable to employees who meet the Rule of 60 at the time of termination of employment. A participant meets the Rule of 60 if his or her age plus full years of service equal at least 60 and he or she either (a) is at least age 50 with at least five full years of service, or (b) 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. If a participant meets the Rule of 60 and voluntarily terminates his or her employment, the participant’s Capital Accumulation Program shares will be distributed to the participant on the regularly scheduled vesting dates, provided that during the vesting period, he or she does not work for a “significant competitor” as defined under Capital Accumulation Program terms. In contrast, if a participant does not meet the Rule of 60, upon voluntary resignation, Capital Accumulation Program shares are forfeited. Capital Accumulation Program awards provide for accelerated vesting in the event of a participant’s death but provide for vesting on schedule in all other cases (except termination for gross misconduct, in which case the awards are forfeited). All of the named executive officers have satisfied the Rule of 60.

Mr. Corbat was based in London as CEO of the Europe, Middle East, and Africa region for the first 9½ months of 2012, and accordingly, the structure of his compensation for 2012 was subject to U.K. regulatory requirements. His Capital Accumulation Program award for 2012 performance and his performance share units granted for 2012 performance are therefore subject to an additional clawback pursuant to U.K. regulatory requirements. Under this clawback, unvested awards may be cancelled if the employee engages in misconduct or commits material error, or his or her business unit suffers a material downturn in financial performance or a material failure of risk management.

Performance Share Units. Half of the deferred portion of the annual incentive award for 2012 was awarded to Mr. Corbat, Mr. Gerspach, and Mr. Medina-Mora in February 2013 as performance share units, as shown in the Grants of Plan-Based Awards Table. Key terms of Citi’s performance share unit program are generally described on pages 63-65; however, the maximum number of performance share units for Mr. Corbat was limited to 100% of the target award pursuant to U.K. regulatory requirements. Mr. Corbat’s awards for performance in 2013 and future years will not be subject to this limitation as his awards will not be subject to U.K. regulatory requirements. Performance share units have the same provisions covering termination of employment as those applicable to Citi’s incentive programs generally, including provisions for the Rule of 60. Because each named executive officer meets the Rule of 60, each will receive his earned performance share units unless: (a) he voluntarily resigns during the performance period and performs services for a competitor, or (b) he is terminated for gross misconduct (in which case the undelivered award is cancelled). If a named executive officer resigns and competes, at the end of the performance period he will forfeit a pro-rated performance share unit award, based on his service during the performance period. For example, if a named executive officer resigns after the first year of the performance period to work for a competitor, he 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.

   
2014 PROXY STATEMENT 74




2012 Deferred Cash Award Plan. Half of the deferred portion of the annual incentive award for 2012 was awarded to Mr. Forese and Mr. Leach in February 2013 under the Deferred Cash Award Plan, also as shown in the Grants of Plan-Based Awards Table. Mr. Forese and Mr. Leach received deferred cash awards instead of performance share units for performance in 2012 because they were not named executive officers last year. Deferred Cash Award Plan awards vest in four equal annual installments beginning on January 20 of the year following the year of grant and remain subject to the Citi Clawbacks during the vesting period. These awards are also subject to cancellation if the executive is determined to have significant responsibility for a material adverse outcome, as described in more detail on pages 67-68. The nonvested portion of the award earns notional interest at a rate of 2.84%, compounded annually. The treatment of Deferred Cash Award Plan awards upon termination of employment is the same as Capital Accumulation Program awards.

2011 Deferred Cash Award Plan. Half of the deferred portion of the annual incentive award for 2011 was awarded to the named executive officers in January 2012 under the Deferred Cash Award Plan. These Deferred Cash Award Plan awards also vest in four equal annual installments beginning on January 20 of the year following the year of grant and remain subject to the Citi Clawbacks during the vesting period. An additional performance-based vesting condition applies to the Deferred Cash Award Plan awards made in January 2012 for performance in 2011. If Citi has pre-tax losses in any year of the deferral period, the portion of the deferred cash award that is scheduled to vest in the year following the loss year will be reduced by a fraction, the numerator of which is the amount of the pre-tax loss, and the denominator of which is the highest level of annual pre-tax profit for Citi in the three years immediately prior to the loss year. The nonvested portion of the award earns notional interest at a rate of 3.55%, compounded annually. The treatment of Deferred Cash Award Plan awards upon termination of employment is the same as Capital Accumulation Program awards.

Long Term Restricted Stock. Annual incentive awards for 2010 were made to Mr. Gerspach and Mr. Medina-Mora in the form of “long-term restricted stock,” as required by the Emergency Economic Stabilization Act of 2008, as amended. The Long Term Restricted Stock awards vested on January 20, 2014 as all performance and service conditions were satisfied. The Long Term Restricted Stock awards were subject to the Citi Clawbacks, as described on page 68. As it is no longer restricted by the Emergency Economic Stabilization Act of 2008, as amended, Citi does not intend to award Long Term Restricted Stock in the future.

   
2014 PROXY STATEMENT 75




Outstanding Equity Awards at 2013 Fiscal Year-End

The market values in this table were computed using the closing price of a share of Citi common stock on December 31, 2013, which was $52.11. The numbers of securities and values in this table and throughout this proxy statement have been adjusted for the reverse stock split effective May 6, 2011. SEC rules require the disclosure of all outstanding awards, although they may have been granted under discontinued programs.

Option Awards Stock Awards
Equity
                    Incentive
Equity Plan
Incentive Awards:
Equity Plan Market or
Incentive Awards: Payout
Plan Number of Value of
Awards: Number of Unearned Unearned
Number of Number of Number of Shares or Shares, Shares,
Securities Securities Securities Units of Market Value Units or Units
Underlying Underlying Underlying Stock of Shares or Other or Other
Unexercised Unexercised Unexercised Option Option That Have Units of Stock Rights That Rights That
Options (#) Options (#) Unearned Exercise Expiration Not Vested That Have Have Not Have Not  
  Name Grant Date Exercisable(1) Unexercisable(2) Options (#) Price ($) Date (#) Not Vested ($) Vested (#) Vested ($)
  Michael Corbat 2/14/2011 99,990 (3) 50,010 $ 49.10 2/14/2017   
  2/19/2013 71,365 (4) $ 3,718,830
2/19/2013 51,990 (5) $ 2,634,838
  John Gerspach 1/18/2011 48,611 (6) $ 2,533,119
2/14/2011 99,990 (3) 50,010 $ 49.10 2/14/2017
2/19/2013 44,386 (4) $ 2,312,954
2/19/2013 32,336 (5) $ 1,638,755
  James Forese 1/14/2009 29,745 (7) $ 106.10 1/14/2019
1/14/2009 29,745 (7) $ 178.50 1/14/2019
1/18/2011 118,055 (6) $ 6,151,846
2/14/2011 116,655 (3) 58,345 $ 49.10 2/14/2017
2/19/2013 92,358 (4) $ 4,812,775
  Brian Leach 1/14/2009 20,339 (7) $ 106.10 1/14/2019
1/14/2009 20,339 (7) $ 178.50 1/14/2019
2/14/2011 99,990 (3) 50,010 $ 49.10 2/14/2017
2/19/2013 58,044 (4) $ 3,024,673
  Manuel Medina- 1/22/2008 29,452 (8) $ 244.50 1/22/2014
  Mora 1/14/2009 25,423 (7) $ 106.10 1/14/2019
1/14/2009 25,423 (7) $ 178.50 1/14/2019
1/18/2011 83,311 (6) $ 4,341,336
2/14/2011 133,320 (3) 66,680 $ 49.10 2/14/2017
2/19/2013 73,995 (4) $ 3,855,879
2/19/2013