UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )

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Citigroup Inc.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2018	Citigroup Inc. Notice of Annual Meeting and Proxy Statement
	April 24, 2018 Annual Meeting Location: The Great Hall The Congress Plaza Hotel 520 South Michigan Avenue Chicago, Illinois 60605

Citigroup Inc.
388 Greenwich Street
New York, New York 10013

March 14, 2018

Dear Stockholder:

We cordially invite you to attend Citi’s 2018 Annual Stockholders’ Meeting. The Annual Meeting will be held on Tuesday, April 24, 2018, at 9:00 a.m. in The Great Hall at The Congress Plaza Hotel in Chicago, Illinois. Directions to the Annual Meeting location are provided in the 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 Proxy Statement.

Thank you for your support of Citi.
 

Sincerely,

Michael E. O’Neill
Chairman of the Board

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Letter from the Board of Directors to our Stockholders

“We all believe that recruiting and nurturing a diverse workforce is both morally right and good business, and we remain committed to that effort as well.”

In 2017, our management’s hard work and our investors’ patience were rewarded. Citi’s relative total shareholder return (TSR) at December 31, 2017 compared favorably to that of most of the firms in our thirteen-company compensation peer group. Citi’s one-year TSR at 27% ranked us third and our three-year TSR at 41% placed us fifth. Since the financial crisis, management has been doing double duty: shedding and working down legacy assets in an economically rational manner, and building the Citi of the future by sharpening its focus on clients and simplifying and streamlining its operations. 2017 marked the first year that senior management’s attention could be almost exclusively devoted to the second task, and progress on that front accelerated. The firm generated nearly $16 billion in net income excluding the impact of tax reform, almost $1 billion more than in 2016. Revenue growth and continued expense discipline resulted in an efficiency ratio of 57.7%, the best among our large U.S. bank peers. Positive operating leverage and margin expansion were achieved by both our Institutional Clients Group and in each region of our Global Consumer Bank. As we committed, we also made solid progress towards our medium and longer-term return targets. Our return on assets (0.84%) and return on tangible common equity (8.1%), both adjusted for the impact of tax reform, improved, though the latter measure in particular was short of the level that management and your directors believe can be achieved. Adjusted earnings per share grew by an impressive 13%, a result of higher operating earnings and a 7% reduction in shares outstanding following a successful Comprehensive Capital Analysis and Review (CCAR) submission. The Federal Reserve Board had no objection to our capital plan and we returned $17.1 billion to our stockholders in the form of common stock repurchases and dividends – an increase of over 60% since 2016. Additionally, no deficiencies or shortcomings were found by either the Federal Reserve Board or the Federal Deposit Insurance Corporation in our 2017 Resolution Plan submission. Mention must be made of the impact the passage of the Tax Cuts and Jobs Act had on the firm’s 2017 reported results and expected future results. The significant reduction in the U.S. corporate tax rate reduced the value of Citi’s deferred tax assets (DTAs) necessitating a $22.6 billion non-cash charge that halved the carrying value of the firm’s DTAs, the last significant trace of the financial crisis. Since the crisis, the sheer size of Citi’s DTAs and their slow rate of monetization depressed the firm’s return on tangible common equity (ROTCE). All things being equal, the combination of a lower effective tax rate, and therefore higher net income, along with the $22.6 billion reduction in our tangible common equity is expected to drive a material improvement in returns. Management estimates that the increase in ROTCE as a result of tax reform will be in the region of 200 basis points.

Citi 2018 Proxy Statement

5

It is important to note that the DTA charge had only a modest impact on our regulatory capital. After the common stock repurchases and the DTA charge, Citi finished the year with a Common Equity Tier 1 Capital Ratio (CET1) of 12.4%, comfortably above the 11.5% that management and the board believe is required to prudently operate the firm, and well above our regulatory minimum of 10.0%. Subject to regulatory approval, the company remains committed to returning all of the capital above the amount necessary to prudently operate and invest in our franchise. We will continue to make investments when their expected return exceeds our cost of capital or when such investments improve the quality of our risk management processes. The significant investments in digitization in both our Institutional Clients Group and Global Consumer Bank are examples of the former, and the investments in straight-through processing that will improve the accuracy and timeliness of our data gathering are an example of the latter. Machine learning, robotics, and blockchain offer potentially meaningful long-term improvements in both operating efficiencies and client satisfaction. Resources are also being devoted to these efforts which are, for the most part, in the early stages of development. For several years, Mike Corbat and the senior management team have worked hard to inculcate a culture of responsible finance into the organization. That work continues. We all believe that recruiting and nurturing a diverse workforce is both morally right and good business, and we remain committed to that effort as well. Although we are gratified by the market’s recognition of management’s efforts, neither management nor your directors are complacent. The economic environment seems propitious, but risks, as well as opportunities, loom large. Among other things, we continue to invest in cyber-security, given the increasing sophistication of those who would seek to disrupt our operations, and are also continuing to invest heavily in our Anti-Money Laundering processes. Engaging with our stockholders is a critical element of good governance, and we will continue to make it a priority. You are encouraged to write your thoughts, concerns, or suggestions to Citigroup Inc. Board of Directors, c/o Rohan Weerasinghe, General Counsel and Corporate Secretary, 388 Greenwich Street, New York, NY 10013.
Michael L. Corbat Ellen M. Costello John C. Dugan Duncan P. Hennes Peter B. Henry Franz B. Humer	S. Leslie Ireland Renée J. James Eugene M. McQuade Michael E. O’Neill Gary M. Reiner Anthony M. Santomero	Diana L. Taylor James S. Turley Deborah C. Wright Ernesto Zedillo Ponce de Leon
A WORD OF APPRECIATION

We would like to thank Bill Thompson, who retired from our Board in July 2017 for his many contributions to Citi.

www.citigroup.com

6

(Intentionally Left Blank)

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Notice of Annual Meeting of Stockholders

Citigroup Inc.
388 Greenwich Street
New York, New York 10013

Dear Stockholder:

Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 24, 2018, at 9:00 a.m. in The Great Hall at The Congress Plaza Hotel in Chicago, Illinois. Directions to the 2018 Annual Meeting location are provided on page 138 of this Proxy Statement. You will need an admission ticket or proof of ownership of Citi stock to enter the meeting. Live audio of the Annual Meeting will be webcast at www.citigroup.com.

At the meeting, stockholders will be asked to:

1.	elect the directors listed in this proxy statement,
2.	ratify the selection of Citi’s independent registered public accounting firm for 2018,
3.	consider an advisory vote to approve Citi’s 2017 executive compensation,
4.	approve additional authorized shares under the Citigroup 2014 Stock Incentive Plan,
5.	act on certain stockholder proposals, and
6.	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.

Citi has utilized the Securities and Exchange Commission rule allowing companies to furnish proxy materials to its stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 2018 Annual Meeting.

In accordance with this rule, on or about March 14, 2018, we sent to those current stockholders who were stockholders at the close of business on February 26, 2018, a notice of the 2018 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.

By order of the Board of Directors,

Rohan Weerasinghe
Corporate Secretary
March 14, 2018

www.citigroup.com

8

(Intentionally Left Blank)

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Contents

PROXY STATEMENT HIGHLIGHTS	10
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS	13
ABOUT THE 2018 ANNUAL MEETING	16
How We Have Done	21
Annual Report	21
CORPORATE GOVERNANCE	22
Corporate Governance Materials Available on Citi’s Website	23
Corporate Governance Guidelines	23
Director Independence	25
Meetings of the Board of Directors and Committees	29
Meetings of Non-Management Directors	29
Board Leadership Structure	29
Board Diversity	30
Board Self-Assessment Process	30
Board’s Role in Risk Oversight	31
Committees of the Board of Directors	32
Involvement in Certain Legal Proceedings	38
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation	38
Indebtedness	40
Business Practices Committees	41
Conduct and Culture	41
Code of Ethics for Financial Professionals	42
Ethics Hotline	43
Code of Conduct	43
Communications with the Board	43
STOCK OWNERSHIP	44
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	46
PROPOSAL 1: ELECTION OF DIRECTORS	46
Director Criteria and Nomination Process	46
Director Qualifications	47
The Nominees	51
Directors’ Compensation	67
AUDIT COMMITTEE REPORT	70

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	71
PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION	74
Compensation Discussion and Analysis	74
The Personnel and Compensation Committee Report	103
2017 Summary Compensation Table and Compensation Information	104
Management Analysis of Potential Adverse Effects of Compensation Plans	112
CEO Pay Ratio	113
PROPOSAL 4: APPROVAL OF ADDITIONAL AUTHORIZED SHARES UNDER THE CITIGROUP 2014 STOCK INCENTIVE PLAN	115
STOCKHOLDER PROPOSALS	124
Submission of Future Stockholder Proposals	137
Cost of Annual Meeting and Proxy Solicitation	137
Householding	137
Directions to 2018 Annual Meeting Location	138
ANNEX A	139
Additional Information Regarding Proposal 3	139
Glossary	139
Citigroup – Financial Scorecard Metric Detail and Reconciliations	140
ANNEX B	142
Citigroup 2014 Stock Incentive Plan (as amended and restated as of April 24, 2018, subject to approval by stockholders)	142

www.citigroup.com

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Proxy Statement Highlights

Voting Items

	Proposal 1: Election of Directors (Pages 46-69) The Board recommends you vote FOR each nominee
	Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (Pages 71-73) The Board recommends you vote FOR this proposal
	Proposal 3: Advisory Vote to Approve Citi’s 2017 Executive Compensation (Pages 74-114) The Board recommends you vote FOR this proposal
	Proposal 4: Approve additional authorized shares under the Citigroup 2014 Stock Incentive Plan (Pages 115-123) The Board recommends you vote FOR this proposal
	Stockholder Proposals 5-10 (Pages 124-136) The Board recommends you vote AGAINST the stockholder proposals

Meeting and
Voting Information

	Date and Time April 24, 2018, 9:00 a.m.
	Place The Great Hall at The Congress Plaza Hotel 520 South Michigan Avenue Chicago, Illinois 60605
	Record Date February 26, 2018
	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 or proof of ownership of Citi’s stock is required to enter Citi’s Annual Meeting.

Board and Corporate Governance
Highlights

Summary of Director Nominees

The nominees for the Board of Directors each have the qualifications and experience to approve and guide Citi’s strategy. The Board also oversees management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts toward becoming an indisputably strong financial institution that is focused on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.

Independence
	88% of our Board Nominees are Independent
Board Refreshment
	The average board tenure of our nominees is 5 years and no nominee has served for more than 10 years. There have been 7 new Directors elected within the last 5 years.
Diversity
	Citi’s Board is committed to ensuring that it is composed of individuals whose backgrounds reflect the diversity represented by our employees, customers, and stakeholders.

Citi 2018 Proxy Statement

PROXY STATEMENT HIGHLIGHTS 11

Director Nominees

Name and Primary Qualifications	Age	Director Since	Principal Occupation and Other Current Public Company Directorships	Citi Committee Memberships
				A	EC	E	NGP	OT	PC	RM
Michael L. Corbat	57	2012	Chief Executive Officer, Citigroup Inc.
Ellen M. Costello	63	2016	Former President and CEO, BMO Financial Corporation, and Former U. S. Country Head, BMO Financial Group	•				•
John C. Dugan	62	2017	Former Partner and Chair, Financial Institutions Group, Covington & Burling LLP	•			•			•
Duncan P. Hennes	61	2013	Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd.			•			•	•
Peter B. Henry	48	2015	Dean Emeritus, New York University, Leonard N. Stern School of Business Boards: General Electric Company, Nike, Inc.	•			•
Franz B. Humer	71	2012	Former Chairman, Roche Holdings Ltd.		•	•				•
S. Leslie Ireland	58	2017	Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence					•
Renée J. James	53	2016	Chairman and CEO, Ampere Computing Operating Executive, The Carlyle Group Boards: Oracle Corporation, Sabre Corporation, Vodafone Group Plc					•		•
Eugene M. McQuade	69	2015	Former Vice Chairman, Citigroup Inc. and Former CEO, Citibank, N. A.  Board: XL Group, Ltd. (Chairman)							•
Michael E. O’Neill	71	2009	Chairman, Citigroup Inc.		•	•	•		•	•
Gary M. Reiner	63	2013	Operating Partner, General Atlantic LLC Boards: Hewlett Packard Enterprise Company, Box Inc.					•	•
Anthony M. Santomero	71	2009	Former President, Federal Reserve Bank of Philadelphia Boards: RenaissanceRe Holdings Ltd., Penn Mutual Life Insurance Company	•		•				•
Diana L. Taylor	63	2009	Vice Chair, Solera Capital LLC Boards: Brookfield Asset Management, Sotheby’s			•	•		•
James S. Turley	62	2013	Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Intrexon Corporation, Northrop Grumman Corporation	•		•				•
Deborah C. Wright	60	2017	Former Chairman, Carver Bancorp, Inc. Boards: Time Warner Inc., Voya Financial, Inc.	•	•
Ernesto Zedillo    Ponce de Leon	66	2010	Director, Center for the Study of Globalization and Professor in the Field of International Economics and Politics, Yale University Boards: Alcoa Corp., Procter & Gamble Company		•		•			•

	• committee member
	• committee chair
Qualifications

	Compensation		International Business or Economics	A EC E NGP OT PC RM	Audit Ethics and Culture Executive Nomination, Governance and Public Affairs Operations and Technology Personnel and Compensation Risk Management
	Consumer Business and Financial Services		Legal Matters
	Corporate Affairs		Operations and Technology
	Corporate Governance		Regulatory and Compliance
	Financial Reporting		Risk Management
	Institutional Business

www.citigroup.com

12 PROXY STATEMENT HIGHLIGHTS

Corporate Governance Highlights

Citi is active in ensuring its governance practices are at the leading edge of best practices. Highlights include:

Alignment with Stockholders	Compensation Governance	Adherence to Corporate Governance Best Practices
●The By-laws grant eligible stockholders the right to include stockholder nominees to the Board in the Company’s proxy materials ●Citi has an independent Chair ●If there is no independent Chairman of the Board, the Board will appoint a Lead Independent Director ●Majority vote standard for uncontested Director elections ●Stockholders have the right to call a special meeting and to act by written consent ●No super-majority vote provisions in our governing instruments	●Emphasize pay-for-performance alignment ●Majority of total compensation based on performance ●The Personnel and Compensation Committee retains an independent compensation consultant ●Clawback policies for employees ●Executive officers and Directors are required to retain at least 75% of the equity awarded to them as incentive compensation as long as they serve as executive officers or Directors, respectively; executive officers are required to retain 50% of such equity awards for one year following the termination of their employment ●A recent review of Citi's compensation in the U.S., the U.K., and Germany determined that women are paid on average 99% of what men are paid and U.S. minorities are paid on average 99% of what U.S. non-minorities are paid	●Ethics and Culture Committee of the Board ●Meaningful Political Activities Statement and disclosure of Citi’s political contributions on Citi’s website ●Link on our website to federal and state government websites where Citi’s lobbying activities are reported ●Names of significant trade and business associations, in which Citi is a participant, posted on Citi’s website ●Members of Citi’s Board of Directors and Citi’s executive officers are not permitted to hedge their Citi securities or to pledge their Citi securities as collateral for a loan ●Citi’s Board includes five women and three minorities ●Ongoing Board refreshment, with new independent Directors added in 2015, 2016 and 2017 ●All nominees have served less than 10 years

Citi 2018 Proxy Statement

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS 13

Our Investor Engagement Program*

Summer
Members of the Board and senior management conduct follow-up calls with investors regarding votes at the Annual Meeting and other governance issues.

Fall
Management reviews the vote results and feedback received from investors from the prior Annual Meeting and analyzes governance and compensation trends.

Winter
Members of the Board and senior management conduct calls with investors for input on a variety of governance and compensation matters.

Spring Members of the Board and senior management conduct conversations with our institutional investors in advance of the Annual Meeting to provide an opportunity for discussion of compensation, management and stockholder proposals, and other governance and annual meeting matters.
Annual Stockholders’ Meeting

* In the period following the 2017 Annual Meeting and the issuance of the 2018 Proxy Statement, Citi engaged with investors regarding, among other topics, the following: executive compensation, climate change risk and disclosure, gender pay equity, human and indigenous peoples’ rights, board refreshment and governance, and certain stockholder proposals. For information about our engagement efforts in advance of the 2018 Annual Meeting, please see pages 77-78 in this Proxy Statement.

Environmental, Social, and Governance Highlights

Citizenship and Sustainability Governance at Citi

Citizenship and sustainability governance are important principles at Citi, and two Board-level committees have oversight responsibility for citizenship and sustainability-related activities. Management groups provide strategic guidance and senior-level review on citizenship and sustainability topics.

Board of Directors		Senior Management
Nomination, Governance and Public Affairs Committee	Ethics and Culture Committee	●Environmental and Social Advisory Council ●Citizenship, Corporate Sustainability, and Environmental and Social Risk Management teams ●Business Practices Committees
Oversees citizenship and sustainability programs and company policies and procedures that impact citizenship and sustainability, including climate change, human rights and other issues, advises on engagement with major external stakeholders, and provides oversight of business practices	Oversees senior management’s efforts to reinforce and enhance a culture of ethics throughout the firm

www.citigroup.com

14

Sustainability Framework

Our Sustainable Progress Strategy focuses on Climate Change, Sustainable Cities, and People and Communities, with our sustainability activities organized under three primary pillars:

Environmental Finance		Environmental & Social Risk Management (ESRM)		Operations & Supply Chain
$100 Billion Environmental Finance Goal focused on financing environmental and climate solutions		Collaborating with our clients to manage environmental and social risks and impacts associated with our products and services		Managing our global facilities and supply chain to minimize direct impact, reduce costs, and reflect best practices

Sustainable Progress Performance Highlights — 2017

FINANCED and FACILITATED $17.6B under our $100 Billion Environmental Finance Goal (cumulative $57B since 2014)	As part of our COAL MINING POLICY COMMITMENT, reduced our credit exposure to this sector for the past two years(1)	Citi to be 100% powered by RENEWABLE ENERGY by 2020
FACILITATED $4.4B IN GREEN BONDS for environmentally responsible projects(2)	UPDATED INDIGENOUS PEOPLES POLICY to global standard requiring consultation with the goal of achieving FREE, PRIOR, AND INFORMED CONSENT	Expanded our LEED-CERTIFIED real estate portfolio to 22%(3)
Helped Goldwind, the LARGEST CHINESE WIND TURBINE MANUFACTURER, finance a 160MW wind project in Texas with direct investment and a power hedge	Implemented an ESRM Watchlist EARLY WARNING SYSTEM for clients and transactions that pose heightened ENVIRONMENTAL, SOCIAL, OR REPUTATIONAL RISK	Committed to procuring an additional $100 MILLION from WOMEN-OWNED BUSINESSES over the next three years

Citi, together with the United Nations Environment Programme Finance Initiative and 15 other global banks, is working on implementing the recommendations set forth by the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) (https://www.fsb-tcfd.org/), including conducting climate scenario analyses.

____________________

(1)	In 2015, Citi updated its Coal Mining Sector Standard to include a commitment to reduce its credit exposure to the sector. http://www.citigroup.com/citi/sustainability/data/Environmental-and-Social-Policy-Framework.pdf
(2)	Green Bonds, according to the Green Bond Principles, are any type of bond instrument where the proceeds will be exclusively applied to eligible environmental projects. https://www.icmagroup.org/green-social-and-sustainability-bonds/green-bond-principles-gbp/
(3)	LEED, or Leadership in Energy and Environmental Design, is a globally recognized green building rating system. https://new.usgbc.org/LEED

Citi 2018 Proxy Statement

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS 15

The UN Sustainable Development Goals: Citi Priorities

The United Nations Sustainable Development Goals (SDGs) are a set of 17 global development goals for 2030. Citi is focused on seven SDGs where our core business and key initiatives can have the greatest impact.

Our Focus Areas

Gender Equality		Affordable & Clean Energy		Decent Work & Economic Growth		Industry, Innovation & Infrastructure
(Goal 5)		(Goal 7)		(Goal 8)		(Goal 9)

Sustainable Cities & Communities		Climate Action		Partnership for the Goals
(Goal 11)		(Goal 13)		(Goal 17)

Citi Initiatives Tied to Our SDG Priorities

●$100B Environmental Finance Goal: Pledged to finance and facilitate $100B toward activities that reduce the impacts of climate change and create solutions	●Citi for Cities: Partner with governments, businesses, and communities to identify and implement innovative solutions that help cities thrive	●Pathways to Progress: $150 million commitment by the Citi Foundation to boost the employability of 600,000 youths worldwide by 2020 (met $50M goal)
●Inclusive Finance: Dedicated Inclusive Finance team works across Citi’s businesses globally to identify solutions to expand financial access to underserved markets	●Women’s Economic Empowerment: Working to promote greater gender equality through dedicated programs within our company, as well as through being the first U.S. bank to disclose gender pay data	●Open Innovation: Citi’s Open Innovation initiatives offer high-impact programs to accelerate the bank’s access to disruptive digital business models

Citizenship Performance Highlights – 2017

Conduct and Culture	●Expanded Conduct Risk Program to include businesses in 84 countries, up from 44 countries the previous year ●More than 175,000 employees completed Compliance training, including Anti-Money Laundering (AML), Sanctions and Anti-Bribery training
Digital Innovation	●Engaged 21,000+ Citi mobile customers in co-creation effort to identify digital banking problems our mobile app can help solve ●Recognized as the world’s best digital bank by Euromoney magazine
Talent and Diversity	●Launched five of our ten Affinities (Asian Heritage, Black Heritage, Citi Salutes, Citi Women and Pride) and worked with our Affinity Leaders to develop and roll out strategic priorities for these diverse populations ●80% of Citi employees participated in an unconscious bias training, including 250 of Citi’s most senior leaders and the CEO leadership team
Human Rights	●Released our first UK Modern Slavery Act transparency statement, summarizing our approach to eradicating modern slavery in our supply chain and operations ●Scored 100% on the Human Rights Campaign's Corporate Equality Index since 2004
ESG Ratings	●Selected for annual inclusion in DJSI(1) World and North America indices (since 2001) and FTSE4Good Index(2) (since 2002) ●Maintained CDP(3) score of A- ●Sustainalytics(4) score of 68 (79th percentile) and MSCI(5) score of BBB

____________________

(1)	Citi has been named to the Dow Jones Sustainability World and Dow Jones Sustainability North America indices (DJSI) for the 17th consecutive year. These indices include leading sustainable companies based on an assessment of economic, environmental, social and governance factors. http://www.sustainability-indices.com/
(2)	For the 16th year in a row, Citi was named a constituent of the FTSE4Good Index, which measures the sustainability performance of companies. http://www.ftse.com/products/indices/FTSE4Good
(3)	CDP is a non-profit organization that collects environmental data from companies, cities, states and regions to measure their environmental impacts. Citi has responded to CDP since 2003. https://www.cdp.net/en
(4)	Sustainalytics is a global provider of environmental, social and governance performance research for investors. https://www.sustainalytics.com/
(5)	MSCI is a global provider of environmental, social and governance performance research for investors. https://www.msci.com/

Citi 2018 Proxy Statement

16

About the 2018 Annual Meeting

Q:	Who is soliciting my vote?
A:	The Board of Directors of Citigroup Inc. is soliciting your vote at the 2018 Annual Meeting of Citi’s stockholders.
Q:	Where and when will the 2018 Annual Meeting take place?
A:	The Annual Meeting is scheduled to begin at 9:00 a.m. on April 24, 2018 in The Great Hall at The Congress Plaza Hotel in Chicago, Illinois. Directions to the 2018 Annual Meeting location are provided on page 138 of this Proxy Statement. Live audio of the 2018 Annual Meeting will be webcast at www.citigroup.com.
Q:	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?
A:	Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we have elected to mail 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. This process has allowed us to expedite our stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of our 2018 Annual Meeting.
Q:	Why didn’t I receive a Notice in the mail about the Internet availability of the proxy materials?
A:	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. In addition, we are providing a Notice 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.
Q:	How can I access Citi’s proxy materials and Annual Report electronically?
A:	This Proxy Statement and the 2017 Annual Report are available on Citi’s website at www.citigroup.com.Click on “About Us,” 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.

Citi 2018 Proxy Statement

ABOUT THE 2018 ANNUAL MEETING 17

Q:	What will I be voting on?
A:	●Election of Directors (see pages 46-69). ●Ratification of KPMG as Citi’s independent registered public accounting firm for 2018 (see pages 71-73). ●An advisory vote to approve Citi’s 2017 executive compensation (see pages 74-114). ●Approve additional authorized shares under the Citigroup 2014 Stock Incentive Plan (see pages 115-123). ●Six stockholder proposals (see pages 124-136). An agenda will be distributed at the meeting.
Q:	How many votes do I have?
A:	You will have one vote for every share of Citi common stock you owned on February 26, 2018 (the record date).
Q:	How many votes can be cast by all stockholders?
A:	2,560,325,531, 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.
Q:	How many votes must be present to hold the meeting?
A:	To constitute a quorum to transact business at the 2018 Annual Meeting, the holders of a majority of the votes that can be cast, or 1,280,162,767 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.
Q:	Does any single stockholder control 5% or more of any class of Citi’s voting stock?
A:	Yes, there are two stockholders that each control more than 5%. According to a Schedule 13G Information Statement filed by BlackRock, Inc. and certain subsidiaries (BlackRock) on February 1, 2018, BlackRock may be deemed to beneficially own 7.1% of Citi’s common stock. According to a Schedule 13G Information Statement filed by The Vanguard Group, Inc. (Vanguard) on February 9, 2018, Vanguard may be deemed to beneficially own 6.86% of Citi’s common stock. For further information, see Stock Ownership — Owners of More than 5% of Citi Common Stock on page 45 in this Proxy Statement.
Q:	How do I vote?
A:	You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, stockholders have a choice of voting over the Internet, by QR code, by phone, or by using a traditional proxy card by mail or in person.

Vote by Internet Go to www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form, or Notice.		Vote by QR code You can scan this QR code to vote your proxy card. You will need the 16-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 16-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 instructions below regarding attendance at the Annual Meeting.

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18 ABOUT THE 2018 ANNUAL MEETING

	To reduce our administrative and postage costs, we ask that you vote using the Internet, by telephone, by mobile phone, or by QR code, 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 p.m. ET on April 23, 2018. If you hold your shares in a Citi employee benefit plan, please submit your vote by the date indicated on your proxy card. If you are a record holder of Citi common stock, you may attend the 2018 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.
Q:	How do I get a printed proxy card?
A:	If you received a Notice instead of the printed materials, there are three ways for stockholders to request a proxy card and a full set of materials at no charge. In all three examples you will need the 16-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 16-digit Control Number in the subject line).

Q:

Can I change my vote?

A:

Yes. Just send in a new proxy card or voter instruction form with a later date, cast a new vote by telephone or Internet, or send a written notice of revocation to Citi’s Corporate Secretary, Rohan Weerasinghe, at 388 Greenwich Street, New York, New York 10013. If you attend the 2018 Annual Meeting and want to vote in person, you can request that your previously submitted proxy not be used. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. ET on April 23, 2018.

Q:

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

A:

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 2018, FOR Citi’s 2017 executive compensation, FOR an amendment to the Citigroup 2014 Stock Incentive Plan for additional authorized shares, and AGAINST the stockholder proposals. If you only vote for certain matters, the remaining matters will be voted as set forth above. See also “Could other matters be decided at the 2018 Annual Meeting?”

Q:

Can my shares held in street name be voted if I don’t return my voter instruction card and don’t attend the 2018 Annual Meeting?

A:

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: (i) 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 (ii) 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 2017 executive compensation, the amendment to the Citigroup Stock Incentive Plan for additional authorized shares, 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.

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ABOUT THE 2018 ANNUAL MEETING 19

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

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

Proposal	Voting Options	Vote Required to Adopt the Proposal	Effect of Abstentions	Effect of “Broker Non-Votes”(1)
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 2017 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
Approval of additional authorized shares under 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
Six 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

(1) 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. Broker non-votes will not be counted as shares entitled to vote on the proposal.

If a nominee for Director is not re-elected 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 re-elected, 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 votes on an advisory vote on Citi’s 2017 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.

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20 ABOUT THE 2018 ANNUAL MEETING

Q:

Is my vote confidential?

A:

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

Q:

Could other matters be decided at the 2018 Annual Meeting?

A:

We don’t know of any matters that will be considered at the Annual Meeting other than those described above. 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.

Q:	What happens if the meeting is postponed or adjourned?
A:	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.

Q:

Do I need a ticket to attend the 2018 Annual Meeting?

A:

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 1-813-604-2778 or at the following e-mail address: shareholderrelations@citi.com. ●Tickets to the Annual Meeting are not transferable. ●A stockholder may appoint only one proxy to represent him or her at the Annual Meeting.

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ABOUT THE 2018 ANNUAL MEETING 21

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 2017 with them. The 2017 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 2017 Annual Report on Form 10-K.

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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. Below is a compilation of Citi’s Corporate Governance initiatives:

Good Governance	●A standing Ethics and Culture Committee of the Board of Directors oversees management’s efforts to foster a culture of ethics within Citi;   ●No super-majority vote provisions in our Restated Certificate of Incorporation;   ●A declassified board structure;   ●By-laws provide that if Citi does not have an independent Chairman of the Board, the Board is required to elect a lead independent Director;   ●Majority vote standard for uncontested Director elections;   ●Stock ownership commitment for the Board and executive officers; and   ●A recent review of Citi’s compensation in the U.S., the U.K., and Germany determined that women are paid on average 99% of what men are paid and U.S. minorities are paid on average 99% of what U.S. non-minorities are paid.
Stockholder Rights	●Proxy access by-law;   ●Stockholders holding at least 25% of the outstanding common stock have the right to call a special meeting; and   ●Stockholders may act by written consent.
Executive Compensation	●Strong executive compensation governance practices, including clawback policies and a 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; and   ●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.
Political Activity	●Political Activities Statement (formerly Citi’s Political Contributions and Lobbying Statement) includes significant 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;   ●Nomination, Governance and Public Affairs Committee has oversight responsibility for trade association payments in addition to oversight responsibility for political contributions and lobbying activities; and   ●Transparency on practices around political contributions and trade and business associations through:   ➢a link on our website to federal and state government websites where our lobbying activities are reported;   ➢requiring trade and business associations to which Citi pays dues to attest that no portion of such payments are used for independent expenditures; and   ➢listing the names of our significant trade and business associations on Citi’s website.

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Corporate Governance Materials Available on Citi’s Website

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 at www.citigroup.com. Click on “About Us” and then “Corporate Governance.”

www.citigroup.com/citi/ investor/corporate_ governance.html	●	Audit Committee Charter
	●	Ethics and Culture Committee Charter
	●	Nomination, Governance and Public Affairs Committee Charter
	●	Operations and Technology Committee Charter
	●	Personnel and Compensation Committee Charter
	●	Risk Management 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
	●	Global Citizenship Report
	●	Banking on 2030: Citi & the Sustainable Development Goals
	●	Environmental and Social Policy Framework
	●	Sustainable Growth at Citi: Progress and Impacts of Citi’s $100 Billion Environmental Finance Goal
	●	A list of our 2017 Political Contributions and the names of Citi’s significant trade and business associations

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

Corporate Governance Guidelines

Citi’s Corporate Governance Guidelines (the 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 at www.citigroup.com. Click on “About Us,” then “Corporate Governance,” and then “Corporate Governance Guidelines.” The Guidelines outline the responsibilities, operations, qualifications, and composition of the Board.

Director Independence

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.

Board Committees

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.

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24 CORPORATE GOVERNANCE

Additional Board Service

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).

Change in Status or Responsibilities

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.

Attendance at Meetings

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 2017 Annual Meeting.

Evaluation of Board Performance

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 in which the full Board participates, and each standing committee (except for the Executive Committee) conducts its own self-evaluation. As part of the self-evaluation, the Board engages in an examination of its own performance of its obligations on such matters as regulatory requirements, strategic and financial oversight, oversight of risk management, executive compensation, succession planning, and governance matters, among many other topics. The committees evaluate their performance against the requirements of their charters and other aspects of their responsibilities. The full Board and each committee then discuss the results of their respective self-evaluations in executive session, highlighting actions to be taken in response to the discussion. See Board Self-Assessment Process on page 30 for further information.

Director Access to Senior Management and Director Orientation

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

Succession Planning

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 and the Personnel and Compensation Committee to evaluate potential successors to the Chief Executive Officer (CEO). 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

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CORPORATE GOVERNANCE 25

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 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.

Charitable Contributions

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.

Insider Investments and Transactions

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 margin loans to employees of a broker-dealer subsidiary of Citi, mortgage loans, home equity loans, consumer loans, credit cards, and overdraft checking privileges, all made on market terms in the ordinary course of business. See Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation on pages 38-40 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.

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26 CORPORATE GOVERNANCE

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 Director nominees standing for re-election and current board members is independent:

 

●Ellen M. Costello ●John C. Dugan ●Duncan P. Hennes ●Peter B. Henry ●Franz B. Humer ●S. Leslie Ireland ●Renée J. James ●Michael E. O’Neill ●Gary M. Reiner ●Anthony M. Santomero ●Diana L. Taylor ●James S. Turley ●Deborah C. Wright ●Ernesto Zedillo Ponce de Leon

The Board, taking into account the following factors and the recommendation of the Nomination, Governance and Public Affairs Committee, as well as its significant experience with Mr. Dugan, has determined that Mr. Dugan is independent. Mr. Dugan is a former partner at the law firm Covington & Burling LLP (Covington). He retired from the firm in September of 2017, before joining Citi’s Board, has no continuing employment arrangement with Covington, and does not receive any continuing financial benefits from the firm other than a normal, fixed pension. Mr. Dugan served as counsel to the Board from June 2015 to September 2017 (before his retirement from Covington), and to ensure his independence from management in that role, the Board and Mr. Dugan agreed at the outset of that representation that he would personally provide no services to Citi and its affiliates, other than his services to the Board. In addition, payments by Citi to Covington in each of the past four years represented significantly less than 1% of Covington’s annual revenues and less than .01% of Citi’s annual revenues. Based on the factors discussed above, the Board concluded that the NYSE corporate governance rules, our Corporate Governance Guidelines, and the related categorical standards permit Mr. Dugan to be determined independent.

The Board has determined that Michael L. Corbat and Eugene M. McQuade are not independent. Mr. Corbat is our Chief Executive Officer and Mr. McQuade previously served as the Chief Executive Officer of Citibank, N.A., our largest banking subsidiary.

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 Federal Deposit Insurance Corporation (FDIC) rules that apply to specific committees.

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CORPORATE GOVERNANCE 27

Categorical Standards

Advisory, Consulting and Employment Arrangements
●	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 one of its affiliated legal entities.
●	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
●	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.
●	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.
●	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 (i) 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; (ii) 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; (iii) when made does not involve more than the normal risk of collectability or present other unfavorable features; and (iv) 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
●	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.

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28 CORPORATE GOVERNANCE

● 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).

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, 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.

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Meetings of the Board of Directors and Committees

The Board of Directors met 19 times in 2017. During 2017, the Audit Committee met 19 times, the Ethics and Culture Committee met 4 times, the Nomination, Governance and Public Affairs Committee met 9 times, the Operations and Technology Committee met 5 times, the Personnel and Compensation Committee met 12 times, and the Risk Management Committee met 12 times. In addition, a subcommittee of the Risk Management Committee met 10 times. The Executive Committee met once in 2017.

During 2017, substantially all of the members of the Board served on and/or chaired a number of ad hoc committees covering such topics as compliance and M&A matters or served on an international subsidiary board. In addition, during 2017, Mses. Costello and Ireland and Messrs. Hennes, McQuade, Santomero, and Turley, at one time or another, served on the Board of Directors of Citibank, N.A., which is a wholly owned subsidiary of Citi.

Each incumbent Director attended at least 75% of the meetings of the Board and of the standing committees of which he or she was a member during 2017.

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 six times each year, and, if the Board convenes a special meeting, the non-management Directors ordinarily meet in executive session. During 2017, Mr. O’Neill presided at each executive session of the non-management Directors. In addition, the independent Directors met in executive session during 2017.

Board Leadership Structure

Citi currently has an independent Chairman separate from the CEO, a structure that has been in place since 2009. 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 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. The Board believes its approach to risk oversight, including, importantly, having a standing Risk Management Committee and the reporting line of the Chief Risk Officer to the Risk Management Committee, ensures that the Board can choose many leadership structures without experiencing a material impact on its oversight of risk.

Citi has had an independent Chairman since 2009.

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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 is composed of individuals whose backgrounds reflect the diversity represented by our employees, customers, and stakeholders. The candidates nominated for election at Citi’s 2018 Annual Meeting exemplify that diversity: five nominees are women and three nominees 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 and is committed to continuing to consider diversity issues in evaluating the composition of the Board.

Board Self-Assessment Process

Annual Board Self-Evaluations*

The Board conducts annual evaluations through the use of a written questionnaire that covers a broad range of matters relating to governance, meetings, materials, and agenda topics.

Summary of the Written Evaluations

Citi’s Corporate Governance Office aggregates and summarizes our Directors’ responses to the questionnaires, highlighting comments and high and low scores on various topics. Responses are not attributed to specific Board members to promote candor. The aggregated results, including all written comments, together with data analyzing trends or results over prior years are shared with the Board.

Board Review

Using the aggregated results as a guide, our Chairman leads a discussion with the full Board during an executive session. All Board members are encouraged to provide feedback on the results.

Actions

As an outcome of these discussions, the Board takes specific actions which may include providing guidance to management on specific Board-related initiatives.

* Each standing committee conducts an annual self-evaluation and reports the results to the Board, which includes how each committee’s effectiveness may be enhanced.

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Board’s Role in Risk Oversight

The Board oversees Citi’s global risk management framework.

Risk Management Committee ●reviews risk management and compliance policies and programs for Citi and its subsidiaries ●approves and adjusts risk limits ●consults with management on the effectiveness of risk identification, measurement, and monitoring processes, and the adequacy of staffing and action plans ●provides oversight of, among others, matters related to Citi’s Comprehensive Capital Analysis and Review (CCAR) practices, Resolution and Recovery Planning, cybersecurity and Citi’s compliance with the Volcker Rule of the Dodd-Frank Act

Chief Risk Officer ●delivers risk report at regularly scheduled Board meetings ●responsible for Global Risk Management ●responsible for an integrated effort to identify, assess, and manage risks ●reports to the Chief Executive Officer and Risk Management Committee ●reports at least twice annually to the Personnel and Compensation Committee on incentive compensation

Board Committees: Audit Committee ●provides oversight of compliance risk, cybersecurity risk, fraud risk, and operational risk matters Ethics and Culture Committee ●provides oversight of Citi’s Conduct Risk Governance Program Nomination, Governance and Public Affairs Committee ●provides oversight of reputational issues and legal and regulatory compliance risks as they relate to Corporate Governance matters Operations and Technology Committee ●provides oversight of cybersecurity as well as privacy and data security Personnel and Compensation Committee ●provides oversight of incentive compensation plans and risk related to compensation and conduct risk matters

At each regularly scheduled Board meeting, 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 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.

Board’s Role in Cybersecurity Oversight

The Board of Directors provides oversight of management’s efforts to address cybersecurity risk through the periodic receipt of reports at meetings of the Risk Management Committee, the Audit Committee, and the Operations and Technology Committee, as well as presentations at the Board level. The reports the Board and its Committees receive focus on the threat environment and vulnerability assessments, as well as specific cyber incidents and management’s efforts to monitor, detect and prevent cyber threats to Citi.

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32 CORPORATE GOVERNANCE

Committees of the Board of Directors

The following are the standing committees of the Board of Directors:

Audit Committee Members: Ellen M. Costello
John C. Dugan
Peter B. Henry
Anthony M. Santomero
James S. Turley (Chair)
Deborah C. Wright Committee Meetings
in 2017: 19 Charter: 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.” Committee Roles and Responsibilities: The Audit Committee assists the Board in fulfilling its oversight responsibility relating to: ●the integrity of Citigroup’s consolidated financial statements, financial reporting process, and systems of internal accounting and financial controls; ●the performance of the internal audit function (“Internal Audit”); ●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; ●policy standards and guidelines for risk assessment and risk management; ●Citigroup’s compliance with legal and regulatory requirements, including Citigroup’s disclosure controls and procedures; and ●the fulfillment of the other responsibilities set out in the Audit Committee’s charter. The report of the Committee required by the rules of the SEC is included in this Proxy Statement. The Board has determined that each of Ms. Costello and Messrs. Dugan, Santomero and Turley qualifies as an “audit committee financial expert” as defined by the SEC and each such Director as well as Ms. Wright and Mr. Henry is 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.

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Ethics and Culture
Committee Members: Franz B. Humer (Chair)
Michael E. O’Neill
Deborah C. Wright
Ernesto Zedillo
     Ponce de Leon Committee Meetings
in 2017: 4 Charter: The Ethics and Culture 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.” Committee Roles and Responsibilities: The Ethics and Culture Committee oversees Management’s efforts to foster a culture of ethics within the organization; oversees and helps shape the definition of Citi’s value proposition; oversees Management’s efforts to enhance and communicate Citi’s value proposition, evaluates Management’s progress, and provides feedback on these efforts; reviews and assesses the culture of the organization to determine if further enhancements are needed to foster ethical decision-making by employees; and oversees Management’s efforts to support ethical decision-making in the organization, evaluates Management’s progress, and provides feedback on these efforts. The Committee also reviews and assesses the adequacy of Citi’s Code of Conduct and Code of Ethics for Financial Professionals and approves any waivers to either Code. The Committee also provides oversight of Citi’s Conduct Risk Program, whose objective is to enhance Citi’s culture of compliance and control through the management, minimization, and mitigation of Citi’s conduct risks.

Executive Committee Members: Duncan P. Hennes
Franz B. Humer
Michael E. O’Neill (Chair)
Anthony M. Santomero
Diana L. Taylor
James S. Turley Committee Meetings
in 2017: 1 Committee Roles and Responsibilities: The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the full Board can be held.

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34 CORPORATE GOVERNANCE

Nomination,
Governance and
Public Affairs
Committee Members: John C. Dugan
Peter B. Henry
Michael E. O’Neill
Diana L. Taylor (Chair)
Ernesto Zedillo
     Ponce de Leon Committee Meetings in 2017: 9 Charter: 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 “Citigroup Board of Directors’ Committee Charters.” Committee Roles and Responsibilities: The Nomination, Governance and Public Affairs Committee 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 pages 38-40 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 Committee, 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. The 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 the responsibility for reviewing public policy and reputational issues facing Citi; reviewing political contributions and lobbying expenditures and payments to trade associations made by Citi, and charitable contributions made by Citi and the Citi Foundation; reviewing Citi’s policies and practices regarding supplier diversity; reviewing the work of Citi’s Business Practices Committees; and reviewing Citi’s Citizenship and Sustainability policies and programs, including environmental and human rights policies. The Committee’s focus is global, reflecting Citi’s global footprint. The Committee also makes recommendations to the Board regarding amendments to the Company’s Major Expenditure Program – Limits of Authority. 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.

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Operations and
Technology
Committee Members: Ellen M. Costello
S. Leslie Ireland
Renée J. James
Gary M. Reiner (Chair) Committee Meetings
in 2017: 5 Charter: The Operations and Technology 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.” Committee Roles and Responsibilities: The Operations and Technology Committee oversees the scope, direction, quality, and execution of Citi’s technology strategies formulated by management, and provides guidance on technology as it may pertain to, among other things, Citi business products and technology platforms.

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36 CORPORATE GOVERNANCE

Personnel and
Compensation
Committee Members: Duncan P. Hennes (Chair)
Michael E. O’Neill
Gary M. Reiner
Diana L. Taylor Committee Meetings
in 2017: 12 Charter: The Personnel and Compensation Committee Charter is available on our website at www.citigroup.com. Click on “About Us,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.” Committee Roles and Responsibilities: The Personnel and Compensation Committee has been delegated broad authority to oversee compensation of employees of the Company and its subsidiaries and affiliates. The Committee regularly reviews Citi’s management resources and performance of senior management. 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 of compliance with bank regulatory guidance 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 (i) appropriately balance risk and financial results in a manner that does not encourage employees to expose Citi to imprudent risks, and (ii) are consistent with bank safety and soundness. Toward that end, the Committee meets periodically with Citi’s Chief Risk Officer 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 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. (FW Cook) to provide the Committee with advice on Citi’s compensation programs for senior management. The amount paid to FW Cook in 2017 is disclosed in the Compensation Discussion and Analysis on page 102 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, as amended (the Exchange Act), and is an “outside Director,” as defined by Section 162(m) of the Internal Revenue Code.

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Risk Management
Committee Members: John C. Dugan
Duncan P. Hennes
Franz B. Humer
Renée J. James
Eugene M. McQuade
Michael E. O’Neill
Anthony M. Santomero (Chair)
James S. Turley
Ernesto Zedillo 
     Ponce de Leon Committee Meetings
in 2017: 12 Charter: The Risk Management Committee Charter is available on our website at www.citigroup.com. Click on “About Us,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.” Committee Roles and Responsibilities: The Risk Management Committee has been delegated authority to assist the Board in fulfilling its responsibility with respect to (i) oversight of Citigroup’s risk management framework, including the significant policies and practices used in managing credit, market, operational, and certain other risks, (ii) oversight of Citigroup’s policies and practices relating to funding risk, liquidity risk, and price risk, which constitute significant components of market risk, and risks pertaining to capital management, and (iii) oversight of the performance of the Fundamental Credit Risk (“FCR”) credit review function. The Committee reports to the Board of Directors regarding Citigroup’s risk profile and its risk management framework, including the significant policies and practices employed to manage risks in Citigroup’s businesses, and the overall adequacy of the Risk Management function. The Committee provides oversight of Citi’s CCAR and Resolution and Recovery Planning Compliance efforts. The Committee also reviews risk related to information security and cybersecurity, including steps taken by management to control such risks, and coordinates with the Personnel and Compensation Committee in relation to that committee’s role with respect to risk matters related to compensation. The Risk Management Committee created a subcommittee in 2016 to provide oversight of data governance, data quality, and data integrity. Ms. James and Messrs. Santomero (Chair) and Turley are members of the Risk Subcommittee. The Risk Subcommittee met 10 times in 2017.

	Audit	Ethics and Culture	Executive	Nomination, Governance and Public Affairs	Operations and Technology	Personnel and Compensation	Risk Management
Michael L. Corbat
Ellen M. Costello	●				●
John C. Dugan	●			●			●
Duncan P. Hennes			●			●	●
Peter B. Henry	●			●
Franz B. Humer		●	●				●
S. Leslie Ireland					●
Renée J. James					●		●
Eugene M. McQuade							●
Michael E. O’Neill		●	●	●		●	●
Gary M. Reiner					●	●
Anthony M. Santomero	●		●				●
Diana L. Taylor			●	●		●
James S. Turley	●		●				●
Deborah C. Wright	●	●
Ernesto Zedillo
Ponce de Leon		●		●			●
● committee member● committee chair

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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 in which any such person 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, Senior Managers, 5% stockholders, Immediate Family Member or Primary Business Affiliations). 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 related persons. 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, composed of Citi’s President, General Counsel, Chief Financial Officer, Chief Compliance Officer, Chief Risk Officer, and Head of Human Resources, is responsible for reviewing and approving all related party transactions valued at less than $50 million involving an executive officer or an Immediate Family Member of an executive officer. The policy also contains a list of categories of transactions involving related persons 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.

Based on information contained in a Schedule 13G filed with the SEC, BlackRock and Vanguard reported that they beneficially owned 5% or more of the outstanding shares of Citi’s common stock as of December 31, 2017 — see Stock Ownership — Owners of More than 5% of Citi Common Stock in this Proxy Statement on page 45. During 2017, our subsidiaries provided ordinary course lending, trading, and other financial services to BlackRock and Vanguard and their respective affiliates and 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. Acciones y Valores Banamex, S.A. de C.V., Servicios Corporativos de Finanzas, S.A. de C.V., and Grupo Financiero Citibanamex, S.A. de C.V. (“Citibanamex”) entered into a transaction with BlackRock, Inc. and certain of its affiliates (“BlackRock”) pursuant to which Blackrock would acquire the asset management business of Citibanamex in Mexico. The transaction includes the sale of Impulsora de Fondos Banamex, S.A. de C.V., (“Impulsora”) legal vehicle, and its advisory role for 53 mutual funds and certain managed account relationships,

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and certain intellectual property and vendor contracts required to operate the business. The signing of the purchase and sale agreement occurred on November 27, 2017 and the closing of the sale is expected in the second half of 2018, subject to regulatory approvals and customary closing conditions. Consideration for the sale consists of $350 million to be paid upon closing and certain future payments if defined targets are met. Citibanamex and Blackrock will also enter into a long term distribution agreement upon the closing of the transaction to offer BlackRock asset management products to Citibanamex clients in Mexico. The agreement provides a framework under which Citibanamex would distribute BlackRock products in Mexico and includes terms relating to pricing, preferential access, and product support. Based on information contained in a Schedule 13G filed with the SEC, Blackrock reported that it beneficially owns 7.1% of Citi’s common stock as of December 31, 2017. The Nomination, Governance and Public Affairs Committee reviewed the terms of the sale and approved the transaction in accordance with the Related Party Transaction Policy.

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 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 fund’s offering memoranda, executive officers are not eligible to participate in the fund on a leveraged basis.

The following distributions exceeding $120,000 with respect to investments in Citigroup Employee Fund of Funds I, L.P., Citigroup Capital Partners II, L.P., and Citigroup Venture Capital International Growth Partnership II, L.P. were made to executive officers in 2017. Citigroup Employee Fund of Funds I, L.P. and Citigroup Capital Partners I, L.P. closed in 2017 and all distributions were made to the participants.

	Citigroup Employee Fund of Funds I, L.P. Cash Distributions
James Forese	$153,721
	Citigroup Capital Partners II, L.P. Cash Distributions
James Cowles	$162,964
James Forese	$189,073
	Citigroup Venture  Capital International Growth Partnership II, L.P. Cash Distributions
James Cowles	$169,989

In 2017, 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.

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The persons listed on page 103 of this Proxy Statement are the current members of the Personnel and Compensation Committee. No current or former member of the Personnel and Compensation Committee was a part of a “compensation committee interlock” during fiscal year 2017 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 FW Cook for any compensation-related services in 2017.

Mr. Corbat has entered into an Aircraft Time Sharing Agreement with 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 $239,978 related to his personal use of corporate aircraft during 2017.

In 2017, certain previously awarded Capital Accumulation Program shares granted to Mr. McQuade when he was an employee of Citigroup vested. Mr. McQuade’s 11,099 shares of Citi common stock awarded under the Capital Accumulation Program vested on January 20, 2018, representing the deferred portion of Mr. McQuade’s annual incentive awards for 2014, which were awarded to him under the Capital Accumulation Program. These shares are reported in the Beneficial Ownership Table on page 44 of this Proxy Statement.

An adult child of Mr. Humer, a Director, is employed by Citi’s Institutional Clients Group and received 2017 compensation of $906,062. An adult child of John Gerspach, Citi’s CFO, is employed in Citi’s Compliance function and received 2017 compensation of $144,000. The compensation for these employees 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 and Mr. Gerspach do not have an interest in the employment relationship of, nor do they share a household with, their respective family members who are 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.

Certain transactions in excess of $120,000 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 2017 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.

Citi 2018 Proxy Statement

CORPORATE GOVERNANCE 41

Business Practices Committees

The business practices committees for each of Citi’s businesses and regions review business activities, sales practices, product design, potential conflicts of interest, and other franchise or reputational risk issues escalated to these committees. The business practices committee at the corporate level reviews issues escalated by business practices committees at the business or regional level that may present franchise, reputational, and/or systemic risks. All reviews by the business practices committees are conducted with due consideration of the context and facts presented to the committees.

The business practices committees, which are composed of our most senior executives, provide the guidance necessary for Citi’s business practices to meet the highest standards of professionalism, integrity, and ethical behavior consistent with Citi’s Mission and Value Proposition. Our business leaders, in addition to confirming our commitment to the principles of responsible finance and protecting Citi’s franchise, are responsible for establishing a framework for compliance with applicable laws and regulations, Citi policies, and ethical standards.

Business practices concerns may be raised through a variety of sources, including business practices working groups, other in-business committees, or the control functions. Relevant issues from the business practices committees are reported on a regular basis to the Nomination, Governance and Public Affairs Committee of the Board.

Conduct and Culture

At Citi, our mission is to serve as a trusted partner to our clients by responsibly providing financial services that enable growth and economic progress.

We foster a culture of ethics through our governance framework, programs and efforts that embed our culture and expectations for behavior throughout the organization, and collaboration with key stakeholders outside Citi to improve Citi’s and the banking industry’s culture.

Governance over Conduct and Culture

The cornerstone of our approach to conduct and culture is our governance framework, which begins with a strong “tone from the top” starting with the Citigroup Board of Directors. In 2014, Citi’s Board established a standing Ethics and Culture Committee of the Board to oversee senior management’s ongoing efforts to foster a culture of ethics throughout Citi. The Chairman of the Citi Board is a member of the Ethics and Culture Committee. For more information, please see the Ethics and Culture Committee Charter, which is set forth on Citi’s website at www.citigroup.com.

Among its first actions taken in 2014, the Ethics and Culture Committee directed Citi senior management to undertake a review of Citi’s culture. Since that time, with oversight from the Ethics and Culture Committee, senior management has undertaken a number of efforts in support of Citi’s culture, including developing Citi’s Mission and Value Proposition and Leadership Standards. On an ongoing basis, the Ethics and Culture Committee remains responsible for overseeing senior management’s efforts to reinforce and enhance a culture of ethics within Citi, including by:

● Overseeing efforts to enhance and communicate Citi’s Mission and Value Proposition, evaluating management’s progress, and providing feedback on these efforts;

● Reviewing and assessing Citi’s culture to determine if further enhancements are needed to foster ethical decision-making by employees and overseeing efforts to support ethical decision-making by employees;

● Reviewing Citi’s Code of Conduct and Code of Ethics for Financial Professionals; and

● Reviewing Citi’s Conduct Risk Program.

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42 CORPORATE GOVERNANCE

Programs and Efforts that Embed Culture

To promote ethical conduct and enhance Citi’s culture, Citi focuses on empowering individuals by establishing global policies, programs, and processes that embed our values throughout the organization and guide and support our employees in making ethical decisions and adhering to Citi’s standards of conduct. Under the oversight of and with input and feedback from the Ethics and Culture Committee, senior management has prioritized a number of efforts to further embed our values and conduct expectations into the organization. The following are a few examples of our programs and associated efforts to set, reinforce, and embed our culture at Citi:

● Communications and awareness efforts concerning our Mission and Value Proposition, including Citi-wide videos from senior management articulating our core principles and providing examples of these principles in action.

● Embedding the Leadership Standards into key aspects of our employee life cycle, such as hiring and performance reviews.

● Our global Conduct Risk Program, which we continue to implement across businesses and control functions to manage and mitigate conduct risk, or intentional or negligent actions of employees or agents that may lead to negative outcomes for customers, clients, and markets.

● Training of employees on key culture-related themes, including on our Code of Conduct, ethical decision-making, and the importance of leadership.

Collaboration with Key Stakeholders

At Citi, we partner with key stakeholders on ways to collectively enhance culture in the banking industry. In 2017, we, along with industry leaders and regulators, participated in a Federal Reserve Bank of New York workshop on measuring and assessing culture and behavior in the financial services industry. Representatives from Citi’s Board, including the Chair of the Ethics and Culture Committee, and Citi senior management have participated in Federal Reserve Bank of New York workshops on culture and behavior since their inception in 2014. Additionally, at the start of 2018, 14 leading financial institutions, including Citi, organized a one-day symposium in London to discuss the dynamics of culture at financial institutions. This symposium brought together a range of stakeholders, including senior leaders from across the industry, regulators, and thought leaders to share their insights on financial industry culture. The United Kingdom Citi Country Officer served as a contributor at this symposium.

Finally, Citi is also a member of the Banking Standards Board in the United Kingdom (“BSB”). Together with over 32 member firms, Citi supports the BSB’s independent role to help rebuild trust and confidence across the U.K. banking industry by promoting high ethical and professional standards for behavior and competence. We remain engaged with the BSB directly through Citi’s U.K. senior management.

Code of Ethics for Financial Professionals

The Citi Code of Ethics for Financial Professionals applies to Citi’s Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Controller (Principal Accounting Officer), and all finance professionals and administrative staff in a finance role, including Controllers, CSS Finance & Risk Operations, Financial Planning & Analysis, Treasury, Tax, Strategy and M&A, Investor Relations, and the Regional/Business teams. Citi expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules, and regulations, to deter wrongdoing, and abide by the Citi Code of Conduct and other policies and procedures adopted by Citi that govern the conduct of its employees. The Code of Ethics is intended to supplement the Citi Code of Conduct. 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.

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CORPORATE GOVERNANCE 43

Ethics Hotline

Citi expects 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, rules, Citi policies, procedures, standards, or the Citi Code of Conduct. Citi offers several channels by which employees and others may report ethical concerns, including 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, multilingual 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 who raises concerns or questions in good faith, or who participates in a subsequent investigation of such concerns. The Ethics Office reports on concerns it receives via the Citi Ethics Hotline to the Audit Committees of the Board of Directors of Citigroup Inc. and Citibank, N.A. on a quarterly basis.

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 Citi’s Mission and Value Proposition, as well as 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, Rohan Weerasinghe, Citigroup Inc., 388 Greenwich Street, New York, NY 10013. 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.

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44

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 (net of amounts required to pay taxes and option exercise prices) as long as they are executive officers. In addition, a stock holding period 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. Directors are similarly required to retain at least 75% of the net equity awarded to them, further aligning their interests with stockholders. 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 and certain executive officers at February 26, 2018. For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person, or group of persons, is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of determination.

BENEFICIAL OWNERSHIP TABLE

Name	Common Stock Beneficially Owned Excluding Options	(1)	Options Exercisable Within 60 Days	Owned by or Tenant in Common with Family Member, Trust, Mutual Fund or 401(k)	(2)	Total Beneficial Ownership	Receipt Deferred	(3)	Total Ownership
Stephen Bird	146,049		—	95,000		241,049	—		241,049
Michael L. Corbat	279,664		—	1,781		281,445	—		281,445
Ellen M. Costello	11,356		—	—		11,356	2,015		13,371
John C. Dugan	—		—	—		—	2,515		2,515
James A. Forese	320,022		59,490	—		379,512	—		379,512
Jane Nind Fraser	44,021		—	—		44,021	—		44,021
John Gerspach	170,475		—	122,967		293,442	—		293,442
Duncan P. Hennes	13,269		—	—		13,269	2,015		15,284
Peter B. Henry	13,754		—	—		13,754	2,015		15,769
Franz B. Humer	20,668		—	—		20,668	2,015		22,683
S. Leslie Ireland	—		—	—		—	2,515		2,515
Renée J. James	6,714		—	—		6,714	2,015		8,729
Eugene M. McQuade	78,877		—	48,484		127,361	2,015		129,376
Michael E. O'Neill	107,266		—	55,250		162,516	—		162,516
Gary M. Reiner	24,218		—	—		24,218	2,015		26,232
Anthony M. Santomero	36,144		—	—		36,144	2,015		38,159
Diana L. Taylor	28,888		—	—		28,888	2,015		30,903
James S. Turley	14,395		—	—		14,395	2,015		16,410
Deborah C. Wright	2,579		—	—		2,579	2,015		4,594
Ernesto Zedillo Ponce de Leon	27,510		—	—		27,510	2,015		29,525
Total (29 Directors and
Executive Officers as
a group)	2,366,104		98,472	337,097		2,801,673	29,211		2,830,883

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STOCK OWNERSHIP 45

(1)	The stock reported for certain Directors in this column includes deferred common stock, which is fully vested and which the Director or Directors have the right to acquire within 60 days.
(2)	Stock 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 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.
(3)	Amounts represent Directors’ deferred common stock. The deferred common stock becomes distributable approximately on the second anniversary of the date of grant; however, if a Director retired or resigned from the Board during the year when the award was granted, the Director would forfeit a pro rata portion of the award.

At February 26, 2018, no Director or executive officer owned more than 1% of Citi’s common stock.

At February 26, 2018, all of the Directors and executive officers as a group beneficially owned approximately 0.11% of Citi’s common stock.

Mr. Reiner also owns 485 Depositary Shares of Citi’s 5.9% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B, which represents 0.065% of such series of preferred stock.

Mr. Don Callahan, an executive officer at Citi, also owns 4,170 Depositary Shares of Citi’s 6.3% Noncumulative Preferred Stock, Series S, which represents 0.010% of such series of preferred stock.

Mr. William Mills, an executive officer at Citi, also owns 1,000 Depositary Shares of Citi’s 5.95% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series Q, which represents 0.080% of such series of preferred stock.

OWNERS OF MORE THAN 5% OF CITI COMMON STOCK
Name and Address of Beneficial Owner	Beneficial Ownership	Percent of Class
BlackRock, Inc.(a)
55 East 52nd Street, New York, NY 10055	187,623,983	7.1%
The Vanguard Group, Inc.(b)
100 Vanguard Blvd., Malvern, PA 19355	181,464,512	6.86%

(a)

Based on the Schedule 13G filed with the SEC on February 1, 2018 by BlackRock and certain subsidiaries, BlackRock reported that it had sole voting power over 164,468,382 shares and had sole dispositive power over 187,623,983 shares. The Schedule 13G states that the shares are beneficially owned by funds and accounts managed by BlackRock and any economic interests of the securities covered are held by BlackRock for the benefit of the funds and accounts and not for BlackRock’s own account.

(b)

Based on the Schedule 13G filed with the SEC on February 9, 2018 by Vanguard and certain subsidiaries, Vanguard reported that it had sole voting power over 3,734,637 shares; sole dispositive power over 177,227,695 shares; shared voting power over 602,013 shares; and shared dispositive power over 4,236,817 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 2,881,917 shares or .10% of Citi’s common stock as a result of its serving as investment manager of collective trust accounts. In addition, Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 2,189,068 shares or .08% of Citi’s common stock as a result of its serving as investment manager of Australian investment offerings.

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46

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 10% 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 2017, each of its officers and Directors complied with all such filing requirements.

Proposal 1: Election of Directors

The Board has nominated all of the current Directors for re-election at the 2018 Annual Meeting. Directors are not eligible to stand for re-election after reaching the age of 72. Ms. S. Leslie Ireland and Mr. John Dugan were elected by the Board in October 2017. Ms. Ireland was identified as a potential Director by Egon Zehnder, the Board’s nominating consultant, and Mr. Dugan was identified as a potential Director by a Board member. If elected, each nominee will hold office until the 2019 Annual Meeting or until his or her successor is elected and qualified.

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 2017, the Committee engaged 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, Rohan Weerasinghe, Citigroup Inc., 388 Greenwich Street, New York, New York 10013. All proposals for nominations received by the Corporate Secretary will be presented to the Committee for its consideration.

In considering the composition of the Board of Directors, the Nomination, Governance and Public Affairs Committee inventories the categories of risks faced by Citi, given its size, business mix, and geographical presence, and seeks to identify candidates with the skills and experience necessary to enable the Board of Directors to provide proper oversight of those risks. The Nomination, Governance and Public Affairs Committee also takes director tenure into consideration when making director nomination decisions and believes that it is desirable to maintain a mix of longer-tenured, experienced directors and newer directors with fresh perspectives. The Nomination, Governance and Public Affairs Committee and the Board also believe that longer-tenured, experienced directors are a significant strength of the Board, given the large size of our company, the breadth of our product offerings, and the international scope of our organization. The Board’s composition, and the individuals nominated for consideration by stockholders, are the result of careful consideration by the Committee of the correspondence between the risk inventory and skills and experience of the Board members and candidates. In addition to the ability to assist the Board in its oversight of a particular risk or risks, as more fully described in each nominee’s biography, the members of the Board are assessed 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;

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PROPOSAL 1: ELECTION OF DIRECTORS 47

● 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 across many regulatory jurisdictions and regions 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 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; and

● Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a Director.

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 2018 Annual Meeting, Citi did not receive notice from any stockholders regarding a nomination to the Board of Directors.

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 becoming a simpler, smaller, safer, and stronger financial institution, 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, ability to lead and inspire others to work with them, and 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 a commitment to coming fully prepared to meetings and being willing to spend the time and effort needed to fulfill professional obligations and the ability to maintain a collegial environment.

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48 PROPOSAL 1: ELECTION OF DIRECTORS

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:

	Citi’s Personnel and Compensation Committee is responsible for determining the compensation of 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 having short-term goals.
	With more than 200 million customer accounts, Citi provides services to its retail customers in connection with its retail banking, private banking, credit cards, real estate lending, personal loans, investment services, small- and middle-market commercial banking, and other financial services. 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. Citi is a global diversified bank whose businesses provide a broad range of financial services to consumer and institutional customers, making it critically important that its Board include members who have deep financial services backgrounds.
	Citi’s reputation is a vital asset in building trust with its clients and other stakeholders, 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, community development, communications, and corporate social responsibility assist management by reviewing Citi’s policies and programs that relate to significant public issues, including environment, social and governance factors, as well as by reviewing Citi’s relationships with external stakeholders and issues that impact Citi’s reputation.
	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.

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PROPOSAL 1: ELECTION OF DIRECTORS 49

	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 supervisory experience in the preparation of financial statements, as well as finance, audit, and accounting expertise.
	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.
	As a company with a broad international reach, Citi’s Board values the perspectives of Directors with international business or governmental experience or expertise in global economics. 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. Directors with international business experience can use the experience 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. Directors with global economics expertise can help guide Citi management in understanding the challenges faced by other markets and in developing its global strategy.
	In addition to the regulatory supervision described below, Citi is subject to myriad laws and regulations and is party to legal actions and regulatory proceedings from time to time. 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 regulatory compliance, as well as an understanding of complex litigation and litigation strategies.
	Citi has a long history as a technology innovator - Citibank, N.A. was one of the first banks to offer automatic teller machines for its customers during the 1970s. Since then, Citi has continued to leverage new technologies to deliver enhanced products and services to its clients and customers such as online banking; mobile and tablet banking; and mobile check deposit. In addition, Citi deploys new technology and platform innovations to gather, process, analyze, and provide information to execute transactions and meet the needs of its clients and customers. In this context, Citi must be able to access reliable data to ensure that it complies with regulatory requirements including anti-money laundering and sanctions, and to meet other information security and control objectives. Citi must ensure that its operations are efficient and there is a continuous focus on enhancing productivity to meet its operational and strategic goals. The Board must include members that have knowledge and experience in technology, including such technology-centric issues as cybersecurity, data privacy and data management, and the changing supervisory and regulatory technology landscape. Members of the Board must be qualified to provide oversight of the development and maintenance of Citi’s technology platforms; Citi’s compliance with regulatory requirements; Citi’s operational efficiency and productivity strategies; the operations and reliability of Citi’s systems; and the protection of client and customer data.

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50 PROPOSAL 1: ELECTION OF DIRECTORS

Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and internationally, including in the U.S. the Federal Reserve Board, the Office of the Comptroller of the Currency, the FDIC, the Consumer Financial Protection Bureau, and state banking and insurance departments, as well as international financial services authorities. Having Directors with experience 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. Several of Citi’s Board members have experience with ethics and compliance and building an effective, values-based ethics and compliance program.

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, including liquidity, capital, and balance sheet risks, as well as capital markets risks, and review recommendations by management regarding risk mitigation. Given increased cybersecurity threats, Citi’s Board must have members who have sufficient experience to enable them to oversee management’s efforts to monitor, detect and prevent cyber threats to Citi. 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.

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PROPOSAL 1: ELECTION OF DIRECTORS 51

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.

Board Recommendation 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
Age: 57

Director of Citigroup
since 2012

Other Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
Federal Advisory Council to the Federal Reserve Board of Governors (President), New York City Partnership (Co-Chair), The Clearing House Association (Vice Chairman of the Supervisory Board), Financial Services Forum (Member), Institute of International Finance (Board Member), The Business Council (Member), International Business Council of WEF (Member), and The U.S. Ski & Snowboard Team Foundation (Director)

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
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, Institutional Business, Corporate and Consumer Businesses, Regulatory and Compliance, and Corporate Affairs. In his role as Chief Executive Officer of Citigroup Inc., his prior position 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.
Primary Qualifications
	Financial Reporting
	Institutional Business
	Regulatory and Compliance
	Risk Management

www.citigroup.com

52 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Ellen M. Costello
Age: 63

Director of Citigroup
since 2016

Director of Citibank, N.A.
since 2016

Other Directorships:
None

Previous Directorships within the last five years:
BMO Financial Corporation and DH Corporation

Other Activities:
Chicago Council on Global Affairs (Board) and The Economic Club of Chicago (Member)

Former President, Chief Executive Officer, BMO Financial Corporation and Former U.S. Country Head, BMO Financial Group ●President and CEO, BMO Financial Corporation and U.S. Country Head, BMO Financial Group – 2011 to 2013 ●Group Head, Personal and Commercial Banking, U.S. and President and Chief Executive Officer, BMO Harris Bank N.A., BMO Financial Group – 2006 to 2011 ●Vice Chairman and Head, Securitization and Credit Investment Management, Merchant Banking and Head of N.Y. Office, Capital Markets Group, BMO Financial Group – 2000 to 2006 ●Executive Vice President, Strategic Initiatives, Capital Markets Group, BMO Financial Group – 2000 ●Executive Vice President and Head, Global Treasury Group, BMO Financial Group – 1997 to 1999 ●Senior Vice President and Deputy Treasurer, Global Treasury Group, BMO Financial Group – 1995 to 1997 ●Managing Director and Regional Treasurer, Asia Pacific, Global Treasury Group, BMO Financial Group – 1993 to 1994 ●Managing Director and Head, North American Financial Product Sales, Global Treasury Group, BMO Financial Group – 1991 to 1993
Skills and Qualifications Ms. Costello is an accomplished financial services executive and through her prominent roles in the areas of Financial Services, Risk Management, Institutional and Consumer Businesses, Financial Reporting, Operations and Technology, and Regulatory and Compliance, has been nominated to serve on the Board. Because Citi is an international financial services company with both consumer and institutional businesses, having former banking executives with extensive banking experience, like Ms. Costello, as Board members enables the Board to provide knowledgeable oversight to its business and regulatory activities. In her 30 years at BMO Financial Group, a global financial institution, Ms. Costello acquired extensive experience in personal and commercial banking, wealth management and capital markets businesses in Canada, Asia, and the U.S. In her roles in Global Treasury and Global Capital Markets, she gained experience in corporate, institutional and investment banking, securities, trading and asset management. As CEO of BMO Harris Bank N.A., Ms. Costello gained experience in personal and commercial banking, strategic planning, marketing, regulatory compliance, financial reporting, and personnel matters. Additionally, as CEO of BMO Financial Corporation and U.S. Country Head of BMO Financial Group, she gained further experience in regulatory compliance, including capital and resolution planning, risk management, and governance. Her board service at DH Corporation gave her experience with global operations and financial technologies businesses. Ms. Costello’s extensive financial services background also adds significant value to Citi’s and Citibank’s relationships with various regulators and stakeholders.
Primary Qualifications
	Consumer Business and Financial Services
	Financial Reporting
	Institutional Business
	Operations and Technology

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 53

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

John C. Dugan
Age: 62

Director of Citigroup
since 2017

Other Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
University of Michigan, “Michigan in Washington” program (Advisory Board)

Former Partner and Chair, Financial Institutions Group, Covington & Burling LLP ●Partner and Chair, Financial Institutions Group, Covington & Burling LLP – 2011 to 2017 ●Comptroller of the Currency – 2005 to 2010 ●Partner (1995-2005) and Of Counsel (1993-95), Covington & Burling LLP ●Assistant Secretary for Domestic Finance and Deputy Assistant Secretary for Financial Institutions Policy, U.S. Department of the Treasury – 1989 to 1993 ●Minority General Counsel and Counsel for the U.S. Senate Committee on Banking, Housing, and Urban Affairs – 1985 to 1989
Skills and Qualifications Mr. Dugan is an experienced former banking regulator and former law firm partner and has been nominated to serve on the Board because of his extensive skills and knowledge in the areas of Risk Management, Financial Services, Legal Matters, Corporate Governance, and Regulatory and Compliance. Because Citi operates in a highly regulated industry, having Board members like Mr. Dugan, with valuable expertise and perspective in regulatory, legal, and compliance matters, is vital to enhancing the Board’s oversight of the Company. During his tenure as Comptroller of the Currency, Mr. Dugan led the agency through the financial crisis and the ensuing recession that resulted in numerous regulatory, supervisory, and legislative actions for national banks. As a former partner at Covington & Burling LLP, Mr. Dugan advised financial institution clients, including boards of directors, on a range of issues arising from increased regulatory requirements resulting from the financial crisis, including the implementation of the Dodd-Frank Act. In the international arena, Mr. Dugan developed important expertise and insights from serving on the Basel Committee on Banking Supervision as it formulated the “Basel III” regulatory standards; chairing the Joint Forum of banking, securities, and insurance supervisors; performing an active role at the Financial Stability Board; and most recently, serving as a member of the Global Advisory Board of Mitsubishi UFJ Financial Group, Inc. Mr. Dugan also developed valuable perspective on accounting issues from his recent five years of service as Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board and the Government Accounting Standards Board.
Primary Qualifications
	Corporate Governance
	Legal Matters
	Regulatory and Compliance
	Risk Management

www.citigroup.com

54 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Duncan P. Hennes
Age: 61

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

Other Directorships:
RenaissanceRe Holdings Ltd.

Previous Directorships within the last five years:
Syncora Holdings, Ltd.

Other Activities:
Freeman & Co. (Advisory Board)

Co-Founder and Partner Atrevida Partners, LLC ●Co-Founder and Partner, Atrevida Partners, LLC – June 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 Corporation – 1987 to 1999 ●Audit Manager, Arthur Andersen & Co. – 1979 to 1987
Skills and Qualifications Mr. Hennes is an experienced financial services professional and has been nominated to serve on the Board because of his considerable expertise in the areas of Compensation, Financial Services, Risk Management, Financial Reporting, Institutional Business, and Regulatory Compliance. Because Citi is an international financial services company with a significant institutional business and a need to ensure proper risk management, having an executive, like Mr. Hennes, with extensive institutional and risk management experience, enables the Board to provide knowledgeable oversight of its institutional business and its risk management function. In his role as the Co-Founder of Atrevida Partners, LLC and his prior experience at Promontory Financial Group and Bankers Trust Corporation, Mr. Hennes has developed wide-ranging skills and 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 Chairman of Oversight Partners I, Mr. Hennes gained experience in credit and risk management, and personnel matters. In his capacity as CEO of Soros Fund Management, Mr. Hennes gained experience in investing, operational infrastructure, and trading, including arbitrage activities. Mr. Hennes’s experience as a Certified Public Accountant has also given him audit, financial reporting, and risk management expertise.
Primary Qualifications
	Compensation
	Institutional Business
	Regulatory and Compliance
	Risk Management

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 55

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Peter B. Henry
Age: 48

Director of Citigroup
since 2015

Other Directorships:
General Electric Company and Nike, Inc.

Previous Directorships within the last five years:
Kraft Foods Inc. and Kraft Foods Group, Inc. (split into two companies in October 2012)

Other Activities:
British-American Business Council, National Bureau of Economic Research (Board), The Economic Club of New York (Board), and Federal Reserve Bank of New York (Economic Advisory Panel)

Dean Emeritus and W. R. Berkley Professor of Economics and Finance New York University, Leonard N. Stern School of Business ●Dean Emeritus and W.R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business – December 2017 to Present ●Dean, New York University, Leonard N. Stern School of Business – January 2010 to December 2017 ●Faculty Member, Stanford University – 1997 to 2009 ●Fellow, National Science Foundation – 1993 to 1996
Skills and Qualifications Mr. Henry, a leading academic and seasoned international economist, has been nominated to serve on the Board because of his extensive expertise in the areas of International Business and Economics, Financial Services, Risk Management, Financial Reporting, Institutional Business, and Corporate Governance. As a renowned international economist, he shares important perspectives with the Board on emerging markets, which is a focus of Citi’s strategy. The experience he gained in his role as Dean of the Leonard N. Stern School of Business enables him to provide an important perspective to the Board’s discussions on public affairs, financial, and operational matters. As a former member of the Board of Kraft Foods Group, Inc. and its Audit and Governance Committees, Mr. Henry has gained valuable insights about the consumer business environment, financial reporting, and governance. Mr. Henry’s governmental advisory roles, including leadership of President Obama’s Transition Team’s review of international lending agencies and his service as an economic advisor to governments in developing and emerging markets, have given him valuable insights and perspectives on international business and financial services. Mr. Henry brings to the Board valuable insight in executive leadership at a large private university, including a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world.
Primary Qualifications
	Corporate Governance
	Financial Reporting
	Institutional Business
	International Business or Economics

www.citigroup.com

56 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Franz B. Humer
Age: 71

Director of Citigroup
since 2012

Other Directorships:
None

Previous Directorships within the last five years:
Diageo plc, Roche Holdings Ltd., Chugai Pharmaceuticals Ltd., Kite Pharmaceuticals, and WISeKey SA

Other Activities:
International Centre for Missing and Exploited Children (Chairman), Humer Foundation, Bial Pharmaceuticals (Member of the Board), and LetterOne (Advisory)

Former Chairman Roche Holdings Ltd. ●Chairman, Roche Holdings 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
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 Businesses, Financial Reporting, Risk Management, Compensation, Regulatory and Compliance, Legal Matters, and Corporate Governance. Mr. Humer developed valuable expertise in international and consumer business, risk management, compensation, regulatory compliance, financial reporting, and corporate governance through his roles as CEO and Chairman of Roche Holdings and other executive positions at Roche, as well as in his service as Chair of Diageo plc. With his many years of experience leading large, complex global organizations in the U.S. and Europe in an extensively regulated industry, Mr. Humer is able to offer insights on the implementation of business strategies in major global markets, advise on regulatory compliance, and provide strategic guidance on the development and expansion of important franchises and brands. Mr. Humer’s previous experience in addressing ethics issues that arose in the pharmaceutical industry is beneficial to Citi in providing guidance on our ethics and conduct initiatives. 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.
Primary Qualifications
	Consumer Business and Financial Services
	International Business or Economics
	Legal Matters
	Regulatory and Compliance

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 57

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

S. Leslie Ireland
Age: 58

Director of Citigroup
since 2017

Director of Citibank, N.A.
since 2017

Other Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
Intelligence and National Security Alliance (INSA) (Vice-Chair of the Financial Threats Council), and The Stimson Center (Board)

Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence ●Head of the Office of Intelligence and Analysis, U.S. Department of the Treasury – 2010 to 2016 ●National Intelligence Manager for Threat Finance – 2010 to 2016 ●President’s Daily Intelligence Briefer – 2008 to 2010 ●Iran Mission Manager – 2005 to 2008 ●Executive Advisor to the Director and Deputy Director on Central Intelligence, CIA – 2004-2005 ●Various Leadership, Staff and Analytical positions (classified), CIA – 1985 to 2003
Skills and Qualifications Ms. Ireland, former Assistant Secretary for Intelligence and Analysis for the U.S. Department of the Treasury and National Intelligence Manager for Threat Finance, brings to Citi significant knowledge and expertise from her career in financial intelligence and cybersecurity, both in the U.S. and internationally. Ms. Ireland has been nominated to serve on the Board because of her experience in the areas of Institutional Business, International Business or Economics, Operations and Technology, Regulatory and Compliance, and Risk Management. During her service to the U.S. Government, Ms. Ireland provided global economic and financial intelligence, developed and strengthened infrastructure to protect U.S. national security, and advised and oversaw financial intelligence processes. Ms. Ireland is able to offer insight and perspective to Citi’s Board on financial threats faced by organizations in the public and private sectors, including cybersecurity and money laundering. Ms. Ireland’s expertise in protecting IT systems from internal and external cybersecurity threats, and setting and evaluating organizational risks, helps enhance the Board’s oversight of cybersecurity and risk management practices.
Primary Qualifications
	Institutional Business
	International Business or Economics
	Operations and Technology
	Risk Management

www.citigroup.com

58 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Renée J. James
Age: 53

Director of Citigroup
since 2016

Other Directorships:
Oracle Corporation, Sabre Corporation and Vodafone Group Plc

Previous Directorships within the last five years:
VMware, Inc.

Other Activities:
President’s National Security Telecommunications Advisory Committee (Chair) and University of Oregon (Trustee)

Chairman and CEO, Ampere Computing, and Operating Executive, The Carlyle Group ●Chairman and CEO, Ampere Computing – February 2018 to Present ●Operating Executive, The Carlyle Group – February 2016 to Present ●President, Intel Corporation – 2014 to 2016 ●Executive Vice President and Head, Group GM Intel Software and Services Business – 2004 to 2013 ●Group Vice President and Division General Manager, Sales and Marketing; Group and General Manager, Microsoft Program Office, Intel – 2001 to 2004 ●Division Chief Operating Officer, Intel Online Solutions – 1999 to 2001 ●Chief of Staff to Intel Chairman and CEO Andrew Grove – 1995 to 1999
Skills and Qualifications Ms. James, an accomplished operational executive, has been nominated to serve on the Board because of her expertise in the areas of Technology, Risk Management, and International and Consumer Businesses. She is a seasoned technology executive with wide-ranging international experience managing large scale, complex global operations. Through her 28-year career as a technology executive at Intel and in her current role with Ampere Computing, a private technology company, and with the Media and Technology Practice at The Carlyle Group, as well as in her role as the Chair of the National Security Telecommunications Advisory Committee to the President of the United States, Ms. James developed extensive expertise in cybersecurity and emerging technologies. These skills are particularly important to Citi as a member of an industry facing cyber threats and as a company embracing innovation and new technologies. Through her career at Intel and her service on the boards of other prominent international companies (Oracle Corporation, Sabre Corporation, and Vodafone Group Plc), Ms. James has had executive experience with consumer risk management and corporate governance issues.
Primary Qualifications
	Consumer Business and Financial Services
	International Business or Economics
	Operations and Technology
	Risk Management

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 59

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Eugene M. McQuade
Age: 69

Director of Citigroup Inc.
since 2015

Director of Citibank, N.A.
since 2009

Other Directorships:
XL Group, Ltd. (Chairman)

Previous Directorships within the last five years:
None

Other Activities:
Promontory Financial Group (Vice Chairman), a subsidiary of IBM, Boys and Girls Clubs of America (Governor), American Ireland Fund (Director), and Catholic Charities of New York (Director)

Former Vice Chairman, Citigroup Inc. and Former Chief Executive Officer, Citibank, N.A. ●Vice Chairman, Citigroup Inc. – 2014 to May 2015 ●Chief Executive Officer, Citibank, N.A. – July 2009 to April 2014 ●Vice Chairman and President, Merrill Lynch Bank – 2008 to 2009 ●President and Chief Operating Officer, FreddieMac – 2004 to 2007 ●President, Bank of America – 2004 ●President and Chief Operating Officer, FleetBoston Financial – 2002 to 2004 ●Vice Chairman and Chief Financial Officer, FleetBoston Financial – 1997 to 2002
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 Financial Services, Risk Management, Institutional and Consumer Businesses, Financial Reporting, Legal Matters, and Regulatory and 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, enterprise risk, and strategic planning. While a member of management, he provided oversight of Citi’s CCAR process, which enables him to significantly enhance the Board’s and the Risk Management Committee’s oversight of this process. Mr. McQuade has acquired valuable financial services knowledge and 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. He has developed 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, Ltd. gives him a greater insight to the oversight of 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.
Primary Qualifications
	Consumer Business and Financial Services
	Institutional Business
	Regulatory and Compliance
	Risk Management

www.citigroup.com

60 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Michael E. O’Neill
Age: 71

Director of Citigroup
since 2009

Other Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
University of Virginia, Darden Graduate School of Business Foundation (Trustee), The Economic Club of New York (Trustee), The National WWII Museum (Trustee), USO of Metropolitan New York (Trustee), and FTV Capital (Advisory Board)

Chairman Citigroup Inc. ●Chairman, Citigroup Inc. – April 2012 to Present ●Chairman, Chief Executive Officer and Director, Bank of Hawaii Corporation – 2000 to 2004 ●Elected Chief Executive Officer, Barclays PLC – 1999 ●Vice Chairman and Chief Financial Officer, Bank of America – 1995 to 1998 ●Chief Financial Officer, Continental Bank – 1993 to 1995
Skills and Qualifications Mr. O’Neill is an experienced financial services executive and has been nominated to serve on the Board because of his prominent experience in the areas of Financial Services, International Business, Institutional and Consumer Businesses, Regulatory and Compliance, Risk Management, Corporate Governance, Compensation, and Financial Reporting. Because Citi is a highly regulated financial services company engaged in both consumer and institutional businesses, and engaged in an extensive effort to restructure its business to focus those businesses critical to Citi’s strategy, Citi’s Board benefits from the leadership of its Chair, Mike O’Neill, who has extensive banking experience, has executed bank turnarounds and workouts at Bank of Hawaii and Continental Bank, and has significant regulatory experience. 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 acquired broad experience and developed his expertise in the areas of financial services, international, corporate and consumer businesses, regulatory compliance, risk management, corporate governance, and financial reporting. 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 (1985-1988), Mr. O’Neill gained extensive international financial services experience.
Primary Qualifications
	Compensation
	Consumer Business and Financial Services
	Corporate Governance
	Regulatory and Compliance

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 61

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Gary M. Reiner
Age: 63

Director of Citigroup
since 2013

Other Directorships:
Hewlett Packard Enterprise Company and Box Inc.

Previous Directorships within the last five years:
None

Other Activities:
Norwalk Hospital (Member)

Operating Partner General Atlantic LLC ●Operating Partner, General Atlantic LLC – September 2010 to Present ●Senior Vice President and Chief Information Officer, General Electric Company – 1996 to 2010 ●Partner, Boston Consulting Group – 1986 to 1991
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 Operations and Technology, Financial Reporting, Compensation, Corporate Governance, and International and Consumer Businesses. 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, multinational operation, developing technology innovations, strategic planning, and marketing to an international consumer and institutional customer base. He also has significant knowledge and insight in information technology through his many years of service as a partner of Boston Consulting Group, where he focused on strategic issues for technology businesses and in advising on cybersecurity issues. Mr. Reiner’s expertise as an innovative technology leader assists Citi in meeting the operational, technology, and cybersecurity challenges inherent in 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.
Primary Qualifications
	Compensation
	Consumer Business and Financial Services
	International Business or Economics
	Operations and Technology

www.citigroup.com

62 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Anthony M. Santomero
Age: 71

Director of Citigroup
since 2009

Director of Citibank, N.A.
since 2009

Other Directorships:
RenaissanceRe Holdings Ltd. and Penn Mutual Life Insurance Company

Previous Directorships within the last five years:
None

Other Activities:
Columbia Funds Series Trust

Former President Federal Reserve Bank of Philadelphia ●Senior Advisor, McKinsey & Company – 2006 to January 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
Skills and Qualifications Mr. Santomero is a seasoned economist and economic policy advisor and has been nominated to serve on the Board because of his extensive experience in the areas of Risk Management, Regulatory and Compliance, Corporate Governance, and Financial Reporting. Because Citi is an institution engaged in a highly regulated industry with a focus on ensuring that risk management is embedded in company practices, having a Board member, like Dr. Santomero, with vast regulatory management experience is critical to enhancing the Board’s oversight of these functions. 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, 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, further enhancing his risk management capabilities.
Primary Qualifications
	Corporate Governance
	Financial Reporting
	Regulatory and Compliance
	Risk Management

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 63

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Diana L. Taylor
Age: 63

Director of Citigroup
since 2009

Other Directorships:
Brookfield Asset Management and Sotheby’s

Previous Directorships within the last five years:
Brookfield Office Properties

Other Activities:
Accion (Chair), Columbia Business School (Board of Overseers), Girls Educational & Mentoring Services (GEMS) (Member), Hudson River Park Trust (Chair), Friends of Hudson River Park, Ideas42, International Women’s Health Coalition, Mailman School of Public Health (Board of Overseers), Mayo Clinic (Member), The After School Corporation (Member), The Economic Club of New York, Council on Foreign Relations (Member), and Hot Bread Kitchen (Board Chair)

Vice Chair Solera Capital LLC ●Vice Chair, Solera Capital LLC – July 2014 to Present ●Managing Director, Wolfensohn Fund Management, L.P. – 2007 to 2014 ●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
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, Institutional Business, Regulatory and Compliance, Risk Management, Corporate Affairs, Compensation, Corporate Governance, and Legal Matters. Citi’s Board provides oversight of Citi’s banking businesses and regulatory relationship, areas where Ms. Taylor is highly skilled; it also provides oversight of Citi’s compensation programs and governance, including public affairs matters, where Ms. Taylor is able to use her valuable perspective to enhance the Board’s oversight. Ms. Taylor has broad 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 Vice Chair at Solera Capital LLC and as a Managing Director of Wolfensohn Fund Management, L.P., a fund manager; and Founding Partner and President of M.R. Beal & Company, a full service investment banking firm. Ms. Taylor also 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, as chair of Accion 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 knowledge in corporate affairs, corporate governance, financial reporting, compensation, and legal matters.
Primary Qualifications
	Compensation
	Corporate Affairs
	Corporate Governance
	Regulatory and Compliance

www.citigroup.com

64 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

James S. Turley
Age: 62

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

Other Directorships:
Emerson Electric Co., Intrexon Corporation and Northrop Grumman Corporation

Previous Directorships within the last five years:
None

Other Activities:
Boy Scouts of America (Board Member), Boy Scouts of Greater St. Louis (President), World Scout Foundation (Board Member), Theatre Forward (Board Member), Municipal Theatre Association of St. Louis (Board Member), and Forest Park Forever (Board Member)

Former Chairman and CEO Ernst & Young ●Chairman and CEO, Ernst & Young – 2001 to June 2013 ●Regional Managing Partner, Ernst & Young – 1994 to 2001
Skills and Qualifications Mr. Turley, the retired Global Chair and CEO of Ernst & Young, brings to Citi his insights 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, Corporate Affairs, International Business, Regulatory and Compliance, and Risk Management. As Chair of the Audit Committee and a member of the Risk Management Committee, Mr. Turley adds significant value to the Board’s oversight of financial reporting, regulatory matters, compliance, internal audit, legal issues, and risk. Having served as Chair and CEO of Ernst & Young, he has developed significant expertise in the areas of compensation, litigation, and corporate affairs. Mr. Turley, the former Chairman of the Board of Catalyst, is 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, and provides guidance to Citi on diversity matters as well.
Primary Qualifications
	Financial Reporting
	International Business or Economics
	Regulatory and Compliance
	Risk Management

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 65

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Deborah C. Wright
Age: 60

Director of Citigroup
since 2017

Other Directorships:
Time Warner Inc. and Voya Financial, Inc.

Previous Directorships within the last five years:
Carver Bancorp, Inc.

Other Activities:
Memorial Sloan-Kettering Cancer Center (Director, Chairman of the Audit Committee, and Member of the Executive Committee)

Former Chairman Carver Bancorp, Inc. ●Chairman, Carver Bancorp, Inc. – 2005 to 2016 ●President and Chief Executive Officer of Carver Bancorp, Inc. and Carver Federal Savings Bank – 1999 to 2014 ●President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation, a redevelopment fund – 1996 to 1999 ●Commissioner of the Department of Housing Preservation and Development – 1994 to 1996 ●Member of the New York City Housing Authority Board – 1992 to 1994, and served on the New York City Planning Commission – 1990 to 1992
Skills and Qualifications Ms. Wright is an experienced financial services executive and through her prominent roles in the areas of Financial Services, Consumer Business, Risk Management, Corporate Affairs, Financial Reporting, and Regulatory and Compliance, has been nominated to serve on the Board. As a highly regulated financial services company with an extensive consumer business and a commitment to community development, Citi benefits from having Directors, like Ms. Wright, with distinguished careers in financial services and who are knowledgeable about, and committed to, community development. Ms. Wright’s experience as the former Chairman and Chief Executive Officer of Carver Bancorp, Inc. and Carver Federal Savings Bank, where she acquired significant experience in personal and commercial banking, strategic planning, marketing, regulatory compliance, financial reporting, and personnel matters, brings leadership qualities to Citi and demonstrates a practical understanding of organizations, processes, strategy, and risk management. She has valuable insight of corporate affairs through years of leadership roles at non-profit organizations and governmental bodies. Ms. Wright has also developed financial reporting experience as Chair of the Audit and Finance Committee at Time Warner Inc. As a board member of Voya Financial, Inc., and through her prior long-term service as a director of Kraft Foods Inc., she also brings the perspective and in-depth knowledge of overseeing firms that provide a wide variety of consumer products to customers.
Primary Qualifications
	Consumer Business and Financial Services
	Financial Reporting
	Regulatory and Compliance
	Risk Management

www.citigroup.com

66 PROPOSAL 1: ELECTION OF DIRECTORS

Name and Age at
Record Date

Position, Principal Occupation, Business Experience and Directorships

Ernesto Zedillo
Ponce de Leon
Age: 66

Director of Citigroup
since 2010

Other Directorships:
Alcoa Corp. and Procter & Gamble Company

Previous Directorships within the last five years:
Grupo Prisa

Other Activities:
BP (Member of International Advisory Board), Credit Suisse Research Institute (Advisor), The Group of Thirty (Member), Inter-American Dialogue (Co-Chair of Board), Natural Resource Governance Institute (Chair of the Board), and Presidential Counselor of Laureate International Universities

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 – September 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 México – Economist, Deputy Manager of Economic Research, Director General of FICORCA, Deputy Director – 1978 to 1987
Skills and Qualifications Mr. Zedillo Ponce de Leon is the former President of Mexico, a seasoned economist, and an academic. He has been nominated to serve on the Board because of his extensive experience in the areas of International Business and Economics, Corporate Affairs, Risk Management, and Corporate Governance. As a financial services company with a significant business in Mexico, Citi benefits from having Mr. Zedillo Ponce de Leon on its Board to provide a greater understanding of the business, governmental, regulatory, and economic environment in Mexico. Through his extensive governmental experience, including his service from 1978 to 1987 at the Central Bank of Mexico, as Undersecretary of the 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, Professor 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, regulatory compliance, and risk management. His service as Chair of the Global Development Network, 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, has given him extensive international business and corporate affairs experience. Mr. Zedillo Ponce de Leon has gained experience in risk management, corporate governance, and corporate affairs as a member of the Board of Alcoa Corp., serving on the Audit Committee and Public Issues Committee; at Procter & Gamble Company, as a member of the Governance and Public Responsibility Committee; as a member of the Innovation and Technology Committee, Grupo Prisa of Spain; as a past Director of the Union Pacific Corporation, where he served on the Audit and Finance Committees; as a past Director of EDS, where he served on the Governance Committee; and as Director of Grupo Prisa of Spain until November 2017, where he served as Chair of the Governance Committee.
Primary Qualifications
	Corporate Affairs
	Corporate Governance
	International Business or Economics
	Risk Management

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 67

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 whether the level of compensation is appropriate, considering among other things whether it appropriately rewards Directors commensurate with the time devoted to service on the Board, including preparation for and attendance at meetings of the Board and its committees, whether it is sufficient to attract qualified candidates for Board service and whether it appropriately reinforces our practice of encouraging stock ownership by our Directors. In 2017, the Committee received benchmarking assessments of peer company director compensation from outside expert advisors. After reviewing the current compensation program against the assessment and taking account of such factors as it considered relevant including those described above, the Committee determined that the current Director Compensation Program payment structure was appropriate.

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, except for the Chairman who declines receipt of such compensation. 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. In the event a Director leaves the Board for personal reasons prior to the conclusion of the deferral period of a deferred stock award grant and before age 72, the Director will not forfeit the deferred stock and the award, prorated for the portion of the one-year period served by the Director, 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. Mr. O’Neill declined to receive any other compensation to which he was otherwise entitled, including any fees as a Director or a Committee member.

● A Director of Citi who serves as Chair of the Audit Committee, Personnel and Compensation Committee and/or Risk Management Committee is entitled to an annual $50,000 Chair Fee. A Director who serves as Chair of any other Committee is entitled to an annual $35,000 Chair Fee. A Citi Director who serves as a member of the Audit Committee, Personnel and Compensation Committee, and/or Risk Management Committee is entitled to an annual $30,000 Committee Fee. A Citi Director who serves as a member of any other Committee (excluding the Executive Committee and the Preferred Stock Committee) is entitled to an annual $15,000 Committee Fee. Directors are permitted to receive all or a part of their Committee Fee(s) and Chair Fee(s) in common stock.

● Mses. Costello and Ireland and Messrs. Hennes, McQuade, Santomero, and Turley serve on Citibank’s Board of Directors. Each non-employee Director of Citibank is entitled to receive $25,000 as an annual cash retainer. The Chair of Citibank’s Board is entitled to an annual $50,000 Chair Fee.

● All annual retainers and Chair Fees for Citi and Citibank are paid 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.

www.citigroup.com

68 PROPOSAL 1: ELECTION OF DIRECTORS

The following table provides information on 2017 compensation for non-employee Directors:

2017 DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Ellen M. Costello	$	160,000	$	150,000	$	9,411	$	319,411
John C. Dugan	$	41,250	$	37,500		—	$	78,750
Duncan P. Hennes	$	243,750	$	150,000	$	11,842	$	405,592
Peter B. Henry	$	135,000	$	150,000	$	9,926	$	294,926
Franz B. Humer	$	170,000	$	150,000	$	19,282	$	339,282
S. Leslie Ireland	$	32,500	$	37,500		—	$	70,000
Renée J. James	$	135,000	$	150,000	$	5,990	$	290,990
Eugene M. McQuade	$	180,000	$	150,000	$	6,903	$	336,903
Michael E. O’Neill(4)	$	500,000		—	$	73,044	$	573,044
Gary M. Reiner	$	155,000	$	150,000	$	5,932	$	310,932
Judith Rodin	$	33,750	$	37,500	$	30,033	$	101,283
Anthony M. Santomero	$	260,000	$	150,000	$	34,324	$	444,324
Joan E. Spero	$	41,250	$	37,500	$	24,042	$	102,792
Diana L. Taylor	$	220,000	$	150,000	$	27,113	$	397,113
William S. Thompson	$	150,000	$	112,500	$	5,785	$	268,285
James S. Turley	$	260,000	$	150,000	$	11,842	$	421,842
Deborah C. Wright	$	135,000	$	150,000	$	2,050	$	287,050
Ernesto Zedillo Ponce de Leon	$	135,000	$	150,000	$	25,801	$	310,801

(1) 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. Costello and Mr. Henry elected to receive all or a portion of their Citigroup 2017 cash retainer and/or Chair Fee in deferred stock as represented in the chart below. Mr. O’Neill elected to receive his entire Chairman Fee in deferred stock as represented in the chart below. Messrs. Reiner and Thompson elected to receive their cash retainers in stock (100%) but did not elect to defer receipt of their retainers; therefore, their 2,333 and 2,349 shares, respectively, were distributed to them quarterly on January 1, April 1, July 1, and October 1. The price used to determine the number of shares awarded was the average consolidated NYSE closing price of Citigroup common stock for the first 10 days of the last month of the quarter.

	Fees Paid Currently in Cash ($)		Deferred Fees to Be Paid in Stock
Name			Number of Units	Value of Units
Ellen M. Costello	$	25,000	2,031	$	135,000
John C. Dugan	$	41,250	—		—
Duncan P. Hennes	$	243,750	—		—
Peter B. Henry		—	2,031	$	135,000
Franz B. Humer	$	170,000	—		—
S. Leslie Ireland	$	32,500	—		—
Renée J. James	$	135,000	—		—
Eugene M. McQuade	$	180,000	—		—
Michael E. O’Neill		—	7,527	$	500,000
Gary M. Reiner		—	—		—
Judith Rodin	$	33,750	—		—
Anthony M. Santomero	$	260,000	—		—
Joan E. Spero	$	41,250	—		—
Diana L. Taylor	$	220,000	—		—
William S. Thompson		—	—		—
James S. Turley	$	260,000	—		—
Deborah C. Wright	$	135,000	—		—
Ernesto Zedillo Ponce de Leon	$	135,000	—		—

Citi 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS 69

(2) The values in this column represent the aggregate grant date fair values of the 2017 deferred stock awards. The grant date fair value is based on a grant date of February 16, 2017 and a grant price determined by the average NYSE closing prices of Citi’s common stock on the immediately preceding five trading days. Because Ms. Ireland and Mr. Dugan joined the Board on October 2, 2017, they received a deferred stock award for the fourth quarter of 2017. The grant date was January 1, 2018 at a grant price determined by the average NYSE closing prices of Citi’s common stock on the immediately preceding five trading days. The amounts in the chart below represent deferred stock awards only and not shares awarded in lieu of the cash retainer and/or Chair or Committee Chair Fees. The grant date fair value of the deferred stock awards is set forth below:

Director	Deferred Stock Granted in 2017 (#)	Grant Date Fair Value ($)
Ellen M. Costello	2,549	$	150,000
John C. Dugan*	500	$	37,500
Duncan P. Hennes	2,549	$	150,000
Peter B. Henry	2,549	$	150,000
Franz B. Humer	2,549	$	150,000
S. Leslie Ireland*	500	$	37,500
Renée J. James	2,549	$	150,000
Eugene M. McQuade	2,549	$	150,000
Michael E. O’Neill	—		—
Gary M. Reiner	2,549	$	150,000
Judith Rodin**	637	$	37,500
Anthony M. Santomero	2,549	$	150,000
Joan E. Spero**	637	$	37,500
Diana L. Taylor	2,549	$	150,000
William S. Thompson**	1,912	$	112,500
James S. Turley	2,549	$	150,000
Deborah C. Wright	2,549	$	150,000
Ernesto Zedillo Ponce de Leon	2,549	$	150,000

*	The Deferred Stock Awards granted to Ms. Ireland and Mr. Dugan were prorated based on the dates they commenced service on Citi’s Board.
**	Dr. Rodin’s and Ms. Spero’s Deferred Stock Awards were prorated because their service on the Board terminated on April 25, 2017. Mr. Thompson’s Deferred Stock Award was prorated because his service on the Board terminated on July 20, 2017.

(3)

The amounts shown in “All Other Compensation” are the amount of dividend equivalents and interest paid to the non-employee Directors in 2017 with respect to shares of Citi common stock held in their deferred stock accounts. 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. The number of shares owned by each Director is reported on page 44 of this Proxy Statement.

(4)

Mr. O’Neill receives a Chairman’s Fee of $500,000 annually for his service as Citi’s Chairman. He has elected to waive all other fees in relation to his service as a Director or Committee member.

The aggregate number of shares of deferred stock outstanding for each Director at the end of 2017 was:

Name	Number of Shares
Ellen M. Costello	11,356
John C. Dugan	500
Duncan P. Hennes	12,857
Peter B. Henry	11,441
Franz B. Humer	20,668
S. Leslie Ireland	500
Renée J. James	6,714
Eugene M. McQuade	6,598
Michael E. O’Neill	80,566
Gary M. Reiner	6,598
Judith Rodin	28,978
Anthony M. Santomero	36,144
Joan E. Spero	23,204
Diana L. Taylor	28,888
William S. Thompson	6,074
James S. Turley	12,857
Deborah C. Wright	2,578
Ernesto Zedillo Ponce de Leon	27,510

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70

Audit Committee Report

The Audit Committee (“Committee”) operates under a charter that specifies the scope of the Committee’s responsibilities and how it carries out those responsibilities.

The Board of Directors has determined that all six members of the Committee are independent based upon the standards adopted by the Board, which incorporate the independence requirements under applicable laws, rules and regulations.

Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, Citigroup’s independent registered public accounting firm (“independent auditors”) is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Committee’s responsibility is to monitor and oversee these processes and procedures. The members of the Committee are not professionally engaged in the practice of accounting or auditing and are not professionals in these fields. The Committee relies, without independent verification, on the information provided to us and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Committee also relies on the opinions of the independent auditors on the consolidated financial statements and the effectiveness of internal control over financial reporting.

The Committee’s meetings facilitate communication among the members of the Committee, management, the internal auditors, and Citigroup’s independent auditors. The Committee separately met with each of the internal and independent auditors with and without management, to discuss the results of their examinations and their observations and recommendations regarding Citigroup’s internal controls. The Committee also discussed with Citigroup’s independent auditors all communications required by PCAOB Auditing Standard Nos. 1301 and 2410.

The Committee reviewed and discussed the audited consolidated financial statements of Citigroup as of and for the year ended December 31, 2017 with management, the internal auditors, and Citigroup’s independent auditors.

The Committee has received the written disclosures required by PCAOB Rule 3526 - “Communication with Audit Committees Concerning Independence.” The Committee discussed with the independent auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence.

The Committee has reviewed and approved the amount of fees paid to the independent auditors for audit, audit related and tax compliance services. The Committee concluded that the provision of services by the independent auditors did not impair their independence.

Based on the above-mentioned review and discussions, and subject to the limitations on our role and responsibilities described above and in the Committee charter, the Committee recommended to the Board that Citigroup’s audited consolidated financial statements be included in Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the SEC.

The Audit Committee:

James S. Turley (Chair)
Ellen M. Costello
John C. Dugan
Peter B. Henry
Anthony M. Santomero
Deborah C. Wright

Dated: March 7, 2018

Citi 2018 Proxy Statement

71

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee has selected KPMG LLP (KPMG) as the independent registered public accounting firm of Citi for 2018. KPMG has served as the independent registered public accounting firm of Citi and its predecessors since 1969.

Arrangements have been made for representatives of KPMG to attend the 2018 Annual Meeting. The representatives will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate stockholder questions.

Disclosure of Independent Registered Public Accounting Firm Fees

The following is a description of the fees earned by KPMG for services rendered to Citi for the years ended December 31, 2017 and 2016:

	2017	2016
	(in millions of dollars)
Audit Fees	$64.7	$67.0
Audit-Related Fees	$22.8	$19.1
Tax Fees	$10.3	$9.3
All Other Fees	$0.0	$0.0
Total Fees	$97.8	$95.4

Audit Fees

This includes fees earned by KPMG in connection with the annual integrated audits of Citi’s consolidated financial statements and internal control over financial reporting under Sarbanes-Oxley Section 404, audits of subsidiary financial statements, comfort letters and consents related to SEC registration statements and other capital-raising activities and certain reports relating to Citi’s regulatory filings, reports on internal-control reviews required by regulators, evaluation of accounting for completed transactions, and reviews of Citi’s interim financial statements.

Audit-Related Fees

This includes fees for services performed by KPMG that are closely related to audits and in many cases could only be provided by our independent registered public accounting firm. Such services may include accounting consultations, internal control reviews not required by regulators, securitization-related services, employee benefit plan audits, certain attestation services as well as certain agreed upon procedures, and due diligence services related to contemplated mergers and acquisitions.

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72 PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tax Fees

This includes preparation and review of corporate tax returns, expense allocation reports for tax purposes, and other tax compliance services.

All Other Fees

Citi engaged KPMG for one service in 2017 classified under “All Other Fees.” The aggregate fee amount of $12,000 is included in the total amount; however, due to rounding, this fee is not represented in the “All Other Fees” column.

Approval of Independent Registered Public Accounting Firm Services and Fees

Citi’s Audit Committee has reviewed and approved all fees earned in 2017 and 2016 by Citi’s independent registered public accounting firm and actively monitored the relationship between audit and non-audit services provided. The Audit Committee has concluded that the fees earned by KPMG were consistent with the maintenance of the external auditors’ independence in the conduct of its auditing functions.

The Audit Committee must pre-approve all services provided and fees earned by Citi’s independent registered public accounting firm. The Audit Committee annually considers the provision of audit services and, if appropriate, pre-approves certain defined audit fees, audit-related fees, and tax-compliance fees with specific dollar-value limits for each category of service. The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved (e.g., internal control and certain tax compliance engagements) or that exceed pre-approved fee amounts. On an interim basis, any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regular meeting.

The Accounting Firm Engagement Standard is the primary basis upon which management ensures the independence of its independent registered public accounting firm. Administration of the Standard is centralized in, and monitored by, Citi senior corporate financial management, which reports the engagements earned by KPMG throughout the year to the Audit Committee. The Standard also includes limitations on the hiring of KPMG partners and other professionals to ensure that Citi satisfies applicable auditor independence rules.

KPMG has served as the independent registered public accounting firm of Citi and its predecessors since 1969. As in prior years, Citi and its Audit Committee have engaged in a review of KPMG in connection with the Audit Committee’s consideration of whether to recommend that stockholders ratify the selection of KPMG as Citi’s independent auditor for the following year. In that review, the Audit Committee considers both the continued independence of KPMG and whether retaining KPMG is in the best interests of Citi and its stockholders. Citi’s management prepares an annual assessment of KPMG for the Audit Committee that includes (i) the results of a management survey of KPMG’s overall performance; (ii) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform Citi’s annual audit; and (iii) KPMG’s fees and services provided to Citi both on an absolute basis, noting, of course, that KPMG does not provide any non-audit services, other than those described in the Proxy Statement, to Citi, and compared to services provided by other auditing firms to peer institutions. In addition, KPMG reviews with the Audit Committee its analysis of its independence in accordance with the Accounting Firm Engagement Standard and PCAOB Rule 3526. In performing its analysis, the Audit Committee considered the length of time KPMG has been Citi’s independent auditor, the breadth and complexity of Citi’s business and its global footprint and the resulting demands placed on its auditing firm in terms of expertise in Citi’s businesses, the quantity and quality of staff, and global reach. The Audit Committee recognized the ability of KPMG to provide both the necessary expertise to audit Citi’s business and the matching global footprint to audit Citi worldwide and other factors, including the policies that KPMG follows with respect

Citi 2018 Proxy Statement

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 73

to rotation of the key audit personnel, so that there is a new partner-in-charge at least every five years. Citi’s Audit Committee oversees the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-year mandatory rotation period. At the Audit Committee’s instruction, KPMG selects candidates to be considered for the lead engagement partner role, who are then interviewed by members of Citi’s senior management. After considering the candidates recommended by KPMG, senior management makes a recommendation to the Audit Committee regarding the new lead engagement partner. After discussing the qualifications of the proposed lead engagement partner with the current lead engagement partner and senior leadership of KPMG, the members of the Audit Committee, individually and/or as a group, interview the leading candidate. The Audit Committee then considers the appointment and votes as an Audit Committee on the selection. The Audit Committee also reviewed external data on audit quality and performance, including recent PCAOB reports on KPMG and its peer firms. Based on the results of its review this year, the Audit Committee concluded that KPMG is independent and that it is in the best interests of Citi and its investors to appoint KPMG to serve as Citi’s independent registered accounting firm for 2018.

Board Recommendation The Board recommends that you vote FOR ratification of KPMG as Citi’s independent registered public accounting firm for 2018.

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74

Proposal 3: Advisory Vote to Approve Citi’s 2017 Executive Compensation

We are seeking a nonbinding, advisory vote approving the compensation of Citi’s named executive officers as disclosed in this Proxy Statement, as required by Section 14A and Rule 14a-21(a) of the Securities Exchange Act of 1934. You are being asked to vote on the following nonbinding advisory resolution:

RESOLVED, that the compensation paid to Citi’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.

We have asked for this advisory vote on an annual basis, and we will continue to do so until at least the next advisory vote on the frequency of our say-on-pay votes (which, under SEC rules, will next occur in 2023).

Board Recommendation The Board recommends that you vote FOR Proposal 3, which is advisory approval of Citi’s executive compensation as disclosed in this Proxy Statement. We strongly urge you to review our entire Compensation Discussion and Analysis, compensation tables, and narrative discussion before you vote.

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis is organized into five sections:

● 2017 Company Performance (pages 74-77);

● Summary of Pay Decisions (pages 77-84);

● Citi’s 2017 Executive Compensation Awards (pages 85-97);

● Long-Term Incentives (pages 98-100); and

● Citi’s Additional Compensation Practices (pages 100-102).

The 2017 Summary Compensation Table and Compensation Information follow on pages 104-112.

2017 Company Performance

2017 Company Performance – Demonstrated Progress

The Personnel and Compensation Committee of the Citigroup Inc. Board of Directors (the Compensation Committee) recognized the following when awarding incentive pay for 2017:

● 2017 financial results reflected balanced operating results, based on continued momentum across Citi’s businesses and geographies, notably many of those where Citi has been making investments. The results reflected revenue growth, positive operating leverage, and operating margin expansion in the Institutional Clients Group as well as every region in Global Consumer Banking.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 75

➢	Citi continued to demonstrate expense discipline, resulting in a more than 150 basis point improvement in its operating efficiency ratio compared to 2016, ending the year in line with Citi’s previously stated target of a 58% efficiency ratio for full year 2017. We achieved this improvement while we continued to invest in the franchise.
➢	As compared to 2016, Citi’s end-of-period loans increased 5%, deposits increased 1%, and retail assets under management increased 14% (each excluding the impact of foreign currency translation into U.S. dollars for reporting purposes [FX translation]).(1)
➢	Although Citi reported a net loss of $6.8 billion for full year 2017, or $2.98 per share, these results included a $22.6 billion non-cash charge related to the impact of the Tax Cuts and Jobs Act of 2017 (Tax Reform).
➢	Excluding the impact of Tax Reform, Citi net income of $15.8 billion increased 6% compared to the prior year, while earnings per share increased 13%, including the impact of a 7% reduction in average shares outstanding.
➢	In Global Consumer Banking, in North America we are seeing the positive momentum from our enhanced Citigold wealth management offering, and in cards we are driving continued strong client engagement, with growth in loans and purchase sales in both Citi-branded cards and Citi retail services. Internationally, revenue grew in 2017 in both Mexico and Asia, and we returned to revenue growth in Mexico cards in the second half of the year, which was earlier than planned.
➢	In Institutional Clients Group, we generated year-over-year revenue and net income growth (excluding the impact of Tax Reform), with particularly strong performance in our accrual businesses — treasury and trade solutions, private bank, corporate lending, and securities services — as well as in investment banking.

We returned $17.1 billion of capital to common stockholders through share repurchases and dividends in 2017, an increase of over 60% from 2016.

●	We continued to optimize our capital base while maintaining a strong capital and liquidity position.
	➢	Despite the substantial capital return in 2017, we ended the year with capital ratios well above regulatory minimum requirements.
	➢	We received a non-objection from the Federal Reserve Board for the capital plan submitted as part of the 2017 Comprehensive Capital Analysis and Review (CCAR).
	➢	We also received feedback from the Federal Reserve Board and the Federal Deposit Insurance Corporation that neither agency had found deficiencies or shortcomings in our 2017 resolution plan.

●	We improved our return on equity, consistent with our medium- and longer-term financial targets.
	➢	Excluding the impact of Tax Reform, our return on tangible common equity improved to 8.1% in 2017, as a result of both higher net income to common stockholders as well as increased capital distributions through buybacks and dividends.

EXPLAINING THE IMPACT OF TAX REFORM

Citi believes the presentation of its results of operations excluding the impact of Tax Reform provides a meaningful depiction for investors of the underlying fundamentals of its businesses. Tax Reform resulted in a charge to fourth quarter 2017 earnings of $22.6 billion, which was due to a re-measurement of Citi’s deferred tax assets (DTAs). The downward valuations of these tax assets were required under U.S. generally accepted accounting principles (U.S. GAAP) and were outside the control of Citi’s executives. Deferred tax assets, including foreign tax credits, were reduced in value under U.S. GAAP because Citi expects to pay less in taxes in the future primarily due to the lower corporate income tax rate imposed under Tax Reform, and therefore, deferred tax assets on Citi’s consolidated balance sheet are worth less than they would be under a higher tax regime. These downward valuations of non-cash assets do not affect the value of assets used in Citi’s businesses. Citi expects to benefit in the future from the lower corporate income tax rate, and future performance targets have generally been adjusted upwards to reflect this expectation.

(1) As used throughout this Compensation Discussion and Analysis, Citi’s results of operations excluding the impact of FX translation and excluding the impact of Tax Reform are non-GAAP financial measures. In addition, return on tangible common equity, or RoTCE, is a non-GAAP financial measure. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.

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76 PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION

Summary of 2017 Business Performance

The following graphs, which exclude the impact of Tax Reform for the reasons previously described, demonstrate our achievements and progress against key metrics.

EFFICIENCY RATIO(1)	NET INCOME TO COMMON  STOCKHOLDERS(2)	RETURN ON ASSETS(2)(3)	RETURN ON TANGIBLE COMMON EQUITY(2)(4)	DISTRIBUTIONS TO COMMON STOCKHOLDERS(5)	PAYOUT RATIO(2)(6)

(1)	Efficiency ratio is total operating expenses divided by total revenues (net of interest expense). As a result, a lower efficiency ratio is generally better than a higher efficiency ratio.
(2)	Results are presented excluding the impact of Tax Reform. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(3)	Return on assets is net income divided by average assets.
(4)	Return on tangible common equity is net income available to common stockholders (net income less preferred dividends) divided by average tangible common equity.
(5)	Distributions include buybacks of Citi common stock and dividends on Citi common stock.
(6)	The payout ratio is distributions to common stockholders divided by net income available to common stockholders.

2017 Financial Objectives

We disclose our financial results against key metrics in our executive scorecards, and we also compare those results to their goals, disclosing performance within ranges using color coding on the scorecards. During our outreach to stockholders, we heard that they also wanted disclosure of our actual goals after year end to get a better understanding of company performance. Accordingly, the principal metrics we use in our executive scorecards and the applicable goals are set forth to the right. Certain 2017 goals were set at levels equal to or slightly less than 2016 achievements generally to reflect ongoing investments in our businesses that are critical to our future growth, resulting in higher expenses and thus lower returns.

EFFICIENCY RATIO	RETURN ON TANGIBLE COMMON EQUITY(1)	RETURN ON ASSETS(1)

(1) Results are presented excluding the impact of Tax Reform. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 77

Relative Total Shareholder Return

The group of companies shown in the following graphs is our compensation peer group. As explained in full on page 87, we believe this group reflects the competitive market for talent in certain key roles, including the CEO role. The graphs show that our relative total shareholder returns improved significantly in 2017.

2017
2017 ONE-YEAR TOTAL SHAREHOLDER RETURN(1)	2017 THREE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(1)

2016
2016 ONE-YEAR TOTAL SHAREHOLDER RETURN(1)	2016 THREE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(1)

(1) Source: Third-party public databases and company websites. Total shareholder return is the increase in share price over one-year and three-year periods ending December 31, 2017, and December 31, 2016, including the impact of dividend reinvestment, expressed as a percentage of the share price at the beginning of such periods.

Summary of Pay Decisions

Our Stockholder Engagement

Our current executive compensation program reflects extensive stockholder engagement over the past two years. Throughout 2016 and into early 2017, the Compensation Committee and management undertook a comprehensive review of our executive compensation program, and as part of this process, we held meetings with each stockholder who accepted our invitation to engage. This effort culminated in conversations with stockholders representing

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78 PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION

approximately 20% of our outstanding shares, and their feedback was incorporated into the Compensation Committee’s decisions regarding executive pay for 2016 performance, which included the design of our current pay program.

Following the awards for 2016 performance but in advance of our 2017 Annual Meeting, Mr. O’Neill, our Board Chairman, and Mr. William S. Thompson, then the Chairman of our Compensation Committee, led an additional stockholder outreach effort seeking feedback on the finalized pay approach from a larger group of stockholders. In this second round of engagement, we spoke to stockholders representing about 28% of our outstanding shares.

We were very pleased with the positive feedback from our stockholders and their endorsement of our new program, which received a 95.93% favorable vote at our 2017 Annual Meeting. In response to this positive feedback from our stockholders, we kept the core structure of our pay program and our disclosure consistent with last year; however, for 2018, we increased the performance targets in the Performance Share Units awarded for 2017 performance over prior year targets and prior year performance.

The Compensation Committee is committed to engaging with stockholders at least annually on executive compensation and making pay program changes that are directly responsive to stockholder feedback and that enhance the alignment of our program with Citi’s business strategy. The following table demonstrates that the key features of our current pay program are directly responsive to stockholder feedback over the past two years.

WHAT WE HEARD	HOW WE RESPONDED
On disclosure practices
●Need to clarify how our performance targets reflect on management’s business plan and form the basis for pay decisions. ●Strong explanations of compensation decisions when use of judgment is involved.	●We disclose company performance targets as well as financial results used to assess executive performance. ●Our scorecard disclosure clarifies the rigorous process we use for determining compensation. ●We disclose the performance goals in our Performance Share Units in the year in which the awards are granted, as opposed to following the completion of the three-year performance period.
On peer groups
●The peer group we use to understand market levels of pay should focus on the companies with whom we compete for talent.	● Eliminated three non-U.S. firms and added eight U.S. firms to the peer group to create the 13-firm peer group shown on page 87.
On deferral percentages
●Most compensation should vest over time and be dependent on future company performance.	● We increased the percentage of the total CEO incentive opportunity that is awarded as deferred compensation from 60% to 70%.
On cash bonuses
●Preference for maximum limits on annual cash bonuses.	● We have a $20 million limit on individual executive officer cash bonuses.
On performance metrics used in executive pay plans
●Preference for including at least two forward-looking operational metrics that are aligned with Citi’s business strategy and enable investors to track our progress. ●Preference for metrics based on return on capital and return of capital. ●Preference for company-specific targets.	●Our Performance Share Unit program includes two performance metrics: return on tangible common equity and cumulative earnings per share, which are operational metrics used by investors to assess our progress. As mentioned above, we disclose the goals prior to the completion of the performance period to enable stockholders to assess the rigorous nature of our targets. Our return on tangible common equity goal has been set well above Citi’s actual recent performance, and attaining the cumulative earnings per share goal requires considerable growth.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 79

Compensation Philosophy and Framework

We seek to design our executive pay program to motivate balanced behaviors, consistent with our focus on balanced long-term strategic goals. Our Compensation Philosophy, as summarized as a set of objectives below, is designed to encourage prudent risk-taking while attracting the world-class talent necessary to Citi’s success.

CITI’S COMPENSATION PHILOSOPHY

● Align compensation programs, structures, and decisions with stockholder and other stakeholder interests

● Reinforce a business culture based on the highest ethical standards

● Manage risks to Citi by encouraging prudent decision-making

● Reflect regulatory guidance in compensation programs

● Attract and retain the best talent to lead Citi to success

Our evolving approach to aligning our compensation programs to stakeholder interests includes our recent review of Citi’s compensation in the U.S., the U.K., and Germany, where we determined that women are paid on average 99% of what men are paid and U.S. minorities are paid on average 99% of what U.S. non-minorities are paid.

CITI’S EXECUTIVE COMPENSATION FRAMEWORK

We apply our Compensation Philosophy through our executive compensation Framework, which enables incentive compensation awards to closely reflect business and individual performance, consistent with our pay-for-performance approach. Full information on our executive compensation Framework appears on page 86.

● Early in the year, the Compensation Committee establishes and approves objective financial and non-financial goals used in our executive scorecards shown on pages 88-97 as well as the relative weightings of those scorecard goals. The metrics used in the financial goals are those we use in our annual business plan, which is based on anticipated operating performance; the non-financial scorecard goals cover strategic priorities, including those relating to risk and controls.

● After year-end, the Compensation Committee assesses each named executive officer’s performance using a scorecard and develops an overall performance rating.

● The Compensation Committee then considers the performance rating against market median pay for each executive (i.e., the 50th percentile within the range of pay at our peers for a given role). In general, a stronger performance rating for an executive points toward preliminary compensation above market median, while a weaker rating points toward preliminary compensation below market median.

● The Compensation Committee then reviews the results of the previous steps and finalizes the award, applying discretion.

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2017 CEO Compensation

As it has done the past several years, the Compensation Committee evaluated 2017 CEO performance using our executive compensation Framework that measures results against financial and non-financial goals set at the beginning of the year. As explained in more detail on page 85, we use a rating system of 1 to 5 to assess performance against each goal, with 1 being the highest (Significant Outperform) and 5 being the lowest (Significant Underperform). As indicated in the following table, Mr. Corbat’s performance was rated 2 out of 5 on each of the five financial goals set for the CEO scorecard, while his performance was rated 2 with respect to three of the non-financial goals and the other was rated 1. The green color coding signifies that all financial goals set for 2017 were met or exceeded.

SUMMARY OF CEO SCORECARD RESULTS

Financial Goal (Glossary on Page 139)	2017 Result(1)(2)	Rating(2)
Citigroup Income from Continuing
Operations Before Taxes	$22.8 billion	2
Citigroup Efficiency Ratio	57.7%	2
Citigroup Return on Tangible Common
Equity	8.1%	2
Citigroup Return on Assets	0.84%	2
Risk
Citigroup Risk Appetite Ratio	118%
Citigroup Risk Appetite Surplus	$2.93 billion	2

Non-Financial Goal	Rating(2)
Strategic direction	2
Risk and controls
management	2
Personnel
management	2
Relations with external
stakeholders	1

(1)	Return on Tangible Common Equity and Return on Assets exclude the impact of Tax Reform. In addition, as used throughout this Compensation Discussion and Analysis, Risk Appetite Ratio and Risk Appetite Surplus are non-GAAP financial measures. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)	Explanations of the colors and ratings used in the scorecards appear on page 85.

Pages 88-89 present a detailed overview of the CEO’s scorecard and the performance evaluation process, which, along with the other factors described below, resulted in the Compensation Committee awarding Mr. Corbat $23 million in total annual compensation for 2017, consisting of his base salary of $1.5 million (unchanged since 2013) and a total annual incentive award of $21.5 million.

The Compensation Committee recognized that the $23 million awarded to Mr. Corbat was above the median level of pay of the CEOs in our compensation peer group and represented a 48% increase over Mr. Corbat’s 2016 pay of $15.5 million. In reaching its decision on the size of the 2017 incentive, the Compensation Committee noted that 2017 was the first time since implementation of our executive compensation Framework that every element was rated Outperform or Significant Outperform, meaning that all elements exceeded financial goals set at the beginning of the year as well as expectations for non-financial goal achievements. Furthermore, 2017 financial goal results represented an improvement over prior year results. In addition to Citi’s improved operating performance, the Committee also considered the following factors in support of the year-over-year increase in total compensation:

● Relative total shareholder return. As shown on page 77, Citi’s one-year relative total shareholder return ranking improved from 10th to 3rd within our compensation peer group from 2016 to 2017, and Citi’s three-year relative total shareholder return ranking improved from 12th to 5th within our compensation peer group over the same period. Our percentile rankings improved significantly as well, as shown on page 77. Citi’s 2017 total shareholder return was 27%, which represents a 70% improvement over 2016 total shareholder return, and Citi’s three-year total shareholder return for the period ending December 31, 2017, was 41.2%, which represents a 166% improvement compared to the three-year period ending December 31, 2016.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 81

● Strategic accomplishments and leadership. Mr. Corbat developed the strategy that enabled Citi to improve the factors that influence total shareholder returns, and he has led its successful implementation. Under Mr. Corbat’s leadership, Citi completed a decade-long restructuring that has resulted in a firm that is safer, simpler, and stronger. Capital and liquidity levels have been substantially increased. A key element underlying the improved total shareholder returns has been Citi’s increased return of capital to stockholders through share buybacks and dividends, which would not have been possible if the Federal Reserve Board had objected to our capital plan during the 2017 CCAR process. During the last several years, Citi has improved risk management and controls, enhanced its culture of ethical business conduct, and dramatically simplified its business model, all efforts Mr. Corbat has championed. There is always room to improve in these critically important areas, but the steady progress achieved under Mr. Corbat’s leadership thus far has been exemplary.

● Consistently applied compensation philosophy. The massive multi-year restructuring and simplification process led by Mr. Corbat was initially met with skepticism by many investors due to the complexity of the undertaking and its uncertain outcome. While management’s vision, commitment, and acumen were recognized by the Board, the Compensation Committee took the position that it would have been premature to fully reflect Citi’s progress in executive compensation awards until Citi’s share price reflected stockholder recognition of management’s achievements. Thus, in past years — primarily due to lagging total shareholder returns — the Compensation Committee applied negative discretion to the compensation outcome of the CEO scorecard and performance evaluation Framework. As a consequence, since Mr. Corbat became CEO in 2012, his annual compensation has been at the lower end of our U.S.-based peers. In 2017, investors responded positively to Citi’s improved operating results and embraced management’s vision of Citi’s prospects that was comprehensively laid out at a well-received Investor Day in July. In reflection of the greatly improved performance of the stock, the Compensation Committee did not apply negative discretion to the results of our executive compensation Framework for 2017, but rather approved the amount without adjustment, thus making the year-over-year increase appear larger due to the absence of negative discretion that had been applied in prior years. While Mr. Corbat’s 2017 pay is above the median of our compensation peer group in reflection of 2017 achievements, it aligns with the low end of CEO pay among the large U.S.-based banks that are most comparable to Citi based on the nature and scale of their operations.

LINKING 2017 CEO PAY ELEMENTS TO PERFORMANCE

●Over 90% variable pay in 2017. ●70% of variable pay is deferred long-term incentives subject to multi-year vesting and clawbacks. ●70% of variable pay is equity-based to align stockholder and executive interests. ●Total incentive award and annual bonus are based on the overall achievements of Citi and individual performance against goals set at the beginning of the year. ●PSUs are earned only to the extent Citi performs against two forward-looking metrics: RoTCE in 2020 and cumulative EPS over the 2018-2020 performance period. ●PSU metrics require substantial operational improvements for target payout and exceptional performance for maximum payout.

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82 PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION

2017 Pay Elements

Citi’s incentive awards delivered to the CEO and the other named executive officers (NEOs) are a mix of cash bonus, Performance Share Units, and Deferred Stock Awards. This incentive structure establishes a balance between annual and long-term compensation, with the majority of incentive compensation delivered in Performance Share Units and Deferred Stock Awards that vest over multiple years. In determining the percentages to award as cash bonuses, Performance Share Units, and Deferred Stock Awards, the Compensation Committee considered applicable regulatory requirements and guidelines for deferral as well as market practices.

	% of Variable Pay				Compensation Type
Element	CEO	NEOs	Award Type	Performance Link and Vesting
Fixed
Salary	N/A	N/A	Base Pay	●Fixed portion of total pay at a competitive level that enables Citi to attract and retain talent	Cash
Variable
Annual Incentive	30%	40%	Annual Bonus	●Scorecard assessment determines value ●Plan limits on executive officer cash bonuses	Cash
Deferred/ Long-Term Incentives (LTI)	70%	60%	Performance Share Units (50% of LTI)	●Scorecard assessment determines target number of units ●Earned units based 50% on return on tangible common equity in 2020 and 50% on cumulative earnings per share over 2018-2020 ●Ultimate value of earned units linked to Citi total shareholder returns ●Award capped at 100% of target if Citi’s total shareholder return is negative over 2018-2020 ●Subject to clawbacks	Equity-based but settled in cash to limit dilution to stockholders
			Deferred Stock Awards (50% of LTI)	●Scorecard assessment determines number of shares granted ●Ultimate value based on Citi total shareholder returns ●Vests ratably over a four-year period ●Subject to reduction in the event of pretax losses in any year of the deferral period ●Subject to clawbacks ●No change in award terms since 2013	Equity

Performance Share Unit Targets

We have consistently set challenging targets for our Performance Share Units. For the Performance Share Units awarded for 2017 performance:

● We have set a target return on tangible common equity achievement of 13% by 2020, which is meaningfully higher than the 8.1% we achieved in 2017 and is aligned with the goals announced at our 2017 Investor Day while reflecting the positive impact of Tax Reform to our returns. Although this metric is stated as a 2020 target, it also incentivizes consistent improvement in returns throughout the performance period.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 83

● We have set a cumulative earnings per share target for the three-year performance period 2018 through 2020 of $22.50, which is reflective of double-digit earnings per share growth over the period. Cumulative earnings per share mitigates potential risk associated with a single year-end target and drives balanced improvement in operational performance over the performance period.

➢

As a matter of policy, our preference is to redeploy earned capital within our businesses, provided that such investments are expected to produce returns above our cost of capital. To the extent that the capital we generate exceeds our ability to productively redeploy it in our businesses, we intend to return it to stockholders.

➢

We have several mechanisms in place to ensure that our earnings per share measure drives appropriate long-term decision making. Buyback levels are subject to oversight by both the Citigroup Board and the Federal Reserve Board (through the CCAR process), and they are calibrated against a range of considerations, including current capital levels, alternative uses for excess capital, and safety and soundness.

Full details on our Performance Share Units for performance in 2017 and equitable adjustments to our outstanding Performance Share Units are on pages 98-99.

Performance Share Unit Payouts

The variability of the value of our Performance Share Unit awards demonstrates the strong link between Citi’s executive pay and Citi’s performance. As an example, the following chart compares the grant date value of Mr. Corbat’s recent Performance Share Units to the value ultimately earned, which demonstrates that executives are paid substantially less than target when the targets are not attained.

CEO PERFORMANCE SHARE UNIT PAYOUTS

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84 PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION

Compensation Governance Practices

In addition to our performance-sensitive direct compensation structure, Citi has strong compensation governance practices. Over the past several years, we have refined many of our governance practices as a result of feedback obtained through our ongoing engagement with stockholders.

PRACTICES WE EMPLOY

PRACTICES WE AVOID

Investor outreach. Regular stockholder engagement to solicit feedback on compensation and governance. Performance-based compensation. For 2017, variable performance-based incentive compensation was at least 90% of named executive officer annual compensation. The deferred variable award is further at risk based on the value of Citi common stock over multi-year vesting periods. Limit on cash bonus. Limit of $20 million on the portion of each executive officer’s annual incentive award that may be paid in cash. Clawbacks. Subjecting Performance Share Units and Deferred Stock Awards to clawbacks, as described on page 101. Stock ownership commitment. Executive officers are required to hold at least 75% of the net after-tax shares acquired through our incentive compensation programs as long as they are executive officers, as described on page 44. Post-employment stock holding requirement. Effective January 1, 2013, each executive officer must retain at least 50% of the shares subject to the stock ownership commitment for one year after ceasing to be an executive officer, even if he or she is no longer employed by Citi. Peer group review. Annual evaluation of peer group to ensure ongoing relevance of each member. Risk management. Strong risk and control policies and consideration of risk management factors in making compensation decisions, as described on pages 100-102. Independent advice. Independent compensation consultant input into the Compensation Committee’s decisions, as described on page 102.

No excessive perks. We do not provide personal perquisites such as free personal use of private aircraft or special executive medical benefits. No executive pensions. Executive officers are not eligible for additional benefit accruals under nonqualified executive retirement programs. No hedging or pledging of Citi stock. We have a blanket prohibition against hedging or pledging Citi common stock by executive officers. No tax gross-ups. Citi does not allow tax gross-ups except through its tax equalization program for expatriates, which is available to all salaried employees. No multi-year compensation guarantees. We avoid features that could incentivize imprudent risk-taking, such as multi-year guarantees. No “single trigger” upon a change of control. Our stock incentive plan has a “double trigger” change-of-control feature, meaning that both a change of control of Citigroup and an involuntary termination of employment not for gross misconduct must occur for awards to vest. No change-of-control or other “golden parachute” agreements. Executive officers do not have special agreements covering their compensation in the event of a change of control and are not entitled to severance pay upon termination of employment in excess of broad-based benefits. No unearned dividends paid. We do not pay dividend equivalents on unearned Performance Share Units or unvested Deferred Stock Awards. Dividend equivalents are paid on earned awards at the time of vesting, and the dividend rate is the same for the executive officers as for other stockholders. No extensive use of employment agreements. None of the named executive officers has an employment agreement with Citi. We make limited use of employment agreements, and their terms are subject to controls under our policies. Under a policy adopted by the Board, employment agreements with executive officers may not provide for post-retirement personal benefits of a kind not generally available to employees or retirees.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 85

Citi’s 2017 Executive Compensation Awards

2017 Named Executive Officer Compensation

The Compensation Committee approved the following compensation for performance in 2017:

	1	2	3	4	Annual Compensation for 2017 (Sum of Columns 1-4)
Name	Base Salary(1)	Cash Bonus(1)	Performance Share Units(2)	Deferred Stock Awards(2)
Michael Corbat	$1,500,000	$6,450,000	$7,525,000	$7,525,000	$23,000,000
John Gerspach	$500,000	$4,200,000	$3,150,000	$3,150,000	$11,000,000
James Forese	$500,000	$7,800,000	$5,850,000	$5,850,000	$20,000,000
Stephen Bird	$500,000	$4,000,000	$3,000,000	$3,000,000	$10,500,000
Jane Fraser	$500,000	$3,200,000	$2,400,000	$2,400,000	$8,500,000

(1)	Reported in the 2017 Summary Compensation Table.
(2)	In accordance with SEC rules, these awards are not reportable in the 2017 Summary Compensation Table because they were not awarded during 2017. They will be reportable next year in the 2018 Summary Compensation Table.

The above table is not intended to be a substitute for the reporting of compensation in accordance with SEC rules as shown in the 2017 Summary Compensation Table.

Roadmap for the Scorecards on Pages 88-97

The scorecards on pages 88-97 illustrate how our executive compensation Framework is used in practice by the Compensation Committee to make compensation decisions.

The scorecards:

● Show how the Compensation Committee assessed each named executive officer’s performance against financial and non-financial goals established early in the year.

● Explain the size and scope of each named executive officer role to provide context for the Compensation Committee’s decision and level of pay.

● Explain how the Compensation Committee arrived at its decision on each named executive officer’s compensation.

The colors in the Financial Goal section of the scorecards are intended to visually signify relative performance against operational and risk-related financial goals, as follows:

Signifies that an operational goal result achieved the 2017 goal or exceeded the 2017 goal by up to 10%.⁽¹⁾ Signifies that a risk goal result was achieved. Signifies that an operational goal result was below the 2017 goal by 10% or less. Signifies that a risk goal had a positive but below-target result. Signifies that an operational goal result was below the 2017 goal by more than 10%. Signifies that a risk goal had a negative result.

(1) Additional colors or definitions would be provided if any achievements are greater than 10% of a goal.

The Compensation Committee assesses each financial and non-financial goal on a qualitative scale, as follows:

Score	1	2	3	4	5
Rating	Significant Outperform	Outperform	Meets Expectations	Underperform	Significant Underperform

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Citi’s Executive Compensation Framework

Our Compensation Committee uses a five-step process to determine named executive officer incentive compensation.

Step 1 – Goal Setting and Goal Weightings for Scorecards

● The Compensation Committee sets scorecard goals for each named executive officer early in each year. Performance goals fall into two categories, financial and non-financial, and vary by named executive officer:

➢ Financial goals include:

✓	Company-wide goals for all named executive officers that reflect our annual business plan, and
✓	Business-unit specific goals for named executive officers who are business unit leaders that reflect annual plans for our individual business units.

➢ Non-financial goals include:

✓	Strategic goals tailored to each named executive officer based on his or her role and the goals of Citi or the applicable business unit, and
✓	Uniform expectations of all named executive officers to deliver leadership effectiveness and strong risk management and control practices.

● When we set the goals, we also assign weightings to the goals. For 2017 and consistent with prior years, financial performance goals were weighted 70% and non-financial goals were weighted 30% in the calculation of the year-end overall scorecard rating for each named executive officer.

Step 2 – Scorecard Assessment

● After the end of each year, a named executive officer’s performance against each financial and non-financial scorecard goal is assessed on a qualitative basis.

● A performance rating is assigned for each goal on a scale of 1 to 5, with 1 being “significant outperform” and 5 being “significant underperform,” reflecting a subjective assessment of the executive’s performance against the goal.

● In accordance with the relative weightings established early in 2017, financial goal ratings were averaged and weighted 70% and non-financial goals were averaged and weighted 30% in arriving at an overall scorecard rating for each named executive officer.

● The Compensation Committee rates the CEO’s performance, and the Compensation Committee and the CEO rate the performance of the other named executive officers.

Step 3 – Evaluation of Market Pay

● The Compensation Committee reviews an estimated market pay range for each named executive officer role. Ranges are developed based on public information and third-party market surveys of compensation for the same or comparable roles at peer firms.

● This practice ensures that our named executive officer pay appropriately reflects market pay, based on varying levels of performance.

Step 4 – Linking Performance to Compensation

● The Compensation Committee then evaluates each named executive officer’s overall scorecard rating relative to the estimated market-based pay range for each named executive officer role.

● The overall scorecard rating determines whether compensation should be preliminarily targeted at, above, or below the estimated market median pay for the role. An overall scorecard rating of 3 would generally correspond to market median pay levels, with an overall 2 rating generally corresponding to above market median and an overall 4 rating generally corresponding to below market median.

● The Compensation Committee believes that the simultaneous evaluation of scorecard performance and market pay is the most effective approach to aligning pay and performance in an industry where market levels of pay can change dynamically.

Step 5 – Committee Determination

● Based on the evaluation of the scorecard ratings and market pay described in Step 4, the Compensation Committee, exercising its discretion, determines the final award amount for each named executive officer. The objective, non-formulaic factors (such as risk behaviors) that inform the decision are explained in detail within each named executive officer’s scorecard.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 87

Our Compensation Peer Group

The Compensation Committee believes that market compensation levels must frame compensation decisions in order to retain the executive talent necessary to execute the Company’s business strategy. Accordingly, a critical step in our executive compensation Framework is the Compensation Committee’s understanding of market pay, which it develops through consideration of surveys of historic peer firm compensation for each named executive officer role.

The Compensation Committee evaluates the peer group on an annual basis to ensure that the group continues to be appropriate. In connection with the awards for performance in 2016, the Compensation Committee, with input from its independent compensation consultant, modified and expanded the peer group used to determine market pay ranges to include more U.S. firms and exclude non-U.S. firms. The modifications reflected the increasing challenges associated with comparing executive compensation at U.S. financial services firms to pay at firms headquartered outside the U.S. that are subject to different regulatory environments. This change was the first modification of Citi’s peer group since 2012. No changes to this peer group were made for awards for 2017 performance.

Our peers were chosen because they operate in one or more lines of business that are similar to Citi’s and compete in similar labor markets, although many do not have global scale that is comparable to Citi. The Compensation Committee believes that this peer group can provide improved comparability of data across Citi’s key competitors for executive talent.

2017 COMPENSATION PEER GROUP
AIG (AIG) American Express (AXP) Bank of America (BAC) BNY Mellon (BK) Capital One (COF)	Goldman Sachs (GS) JPMorgan Chase (JPM) MetLife (MET) Morgan Stanley (MS) PNC (PNC)	Prudential (PRU) U.S. Bancorp (USB) Wells Fargo (WFC)

All peer firms were included in preparing the market data for the CEO and CFO roles. Not all peer firms have roles comparable to Citi’s named executive officer roles other than the CEO and CFO roles (e.g., the Institutional Clients Group role), so not all of the peer firms were represented in the market data for each of the other named executive officer roles. Information from comparable non-U.S. firms was included if insufficient comparable market data was available for the other named executive officer roles.

In selecting the compensation peer group, the Compensation Committee used size-based metrics as primary screening criteria among financial services firms. The result was a peer group where Citi is above the 75th percentile in size. In 2017, Citi compensated its named executive officers either above the market median (50th percentile) or within the range of market median as compared to peers.

2017 CITI POSITIONING RELATIVE TO PEER COMPANIES

(1) MetLife employees as of 12/31/2016.

www.citigroup.com

88 PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION

CEO Scorecard and Pay Explanation

Mr. Corbat has been CEO of Citi since October 2012. He joined Citi in 1983 and has held various management positions throughout Citi in multiple businesses and geographies.

FINANCIAL SCORECARD
Category	Financial Goal (Glossary on Page 139)	2017 Result(1)(2)	Rating(2)
Profitability	Citigroup Income from Continuing Operations Before Taxes	$22.8 billion	2
Expense Management	Citigroup Efficiency Ratio	57.7%	2
Use of Capital	Citigroup Return on Tangible Common Equity	8.1%	2
	Citigroup Return on Assets	0.84%	2
Risk	Citigroup Risk Appetite Ratio	118%	2
	Citigroup Risk Appetite Surplus	$2.93 billion

NON-FINANCIAL SCORECARD
Non-Financial Goal	Result Highlights (Glossary on Page 139)	Rating(2)
Set strategic direction	●Under Mr. Corbat’s sponsorship, Citi received no objection to its capital plan submitted as part of the 2017 CCAR process, enabling the return of $17.1 billion of capital to stockholders during 2017, a 61% increase over 2016. ●Mr. Corbat has sponsored investment in building digital channel engagement and transaction flow with institutional clients as well as a broad rollout of electronic and digital consumer banking products and initiatives. The usage of our mobile products in Global Consumer Banking continues to grow.	2
Strong risk and controls management	●Citi received feedback from the Federal Reserve Board and the Federal Deposit Insurance Corporation that neither agency had found deficiencies or shortcomings in Citi’s 2017 resolution plan. Ensuring that Citi can be resolved without the use of taxpayer funds and without adverse systemic impact is critical to being recognized as an indisputably strong and stable institution. ●As measured by objective risk metrics, Citi’s risk profile was stable in 2017.	2
Strong personnel management	●Mr. Corbat continued to strengthen our multi-year focus on Ethics and Culture, which is our innovative effort to further emphasize ethical conduct across Citi. ●Mr. Corbat has sponsored a data-driven approach to improve representation of women and U.S. minorities. In 2017, 80% of our open roles at the Director and Managing Director levels had a diverse slate of candidates and at the Managing Director level and above, the percentage of roles with diverse interviewing panels was 77%. ●Mr. Corbat continues to set the tone from the top about Citi’s commitment to diversity and inclusion through a range of communications. We are also advancing diverse and inclusive values through our Affinities groups, which are led by executives who report directly to Mr. Corbat.	2
Enhance relations with external stakeholders, including stockholders	●Mr. Corbat delivered a successful Investor Day, our first in nine years. ●He continued his outreach to external stakeholders globally, including clients, regulators, and government officials. ➢He maintained regular client contact by holding, on average, 40 client meetings per month in cities around the world. ➢He also led investor outreach by conducting numerous investor meetings and presenting at an investor conference. ➢In 2017, in addition to regular bank supervisory meetings, he participated in 47 meetings with regulators, central bankers, and government officials from the U.S. and other countries.	1

(1)	Return on Tangible Common Equity and Return on Assets exclude the impact of Tax Reform. For a reconciliation of all adjusted results to reported results, please see Annex A to this Proxy Statement.
(2)	Explanations of the colors and ratings used in the scorecards appear on page XX.

Citi 2018 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION 89

SIZE AND SCOPE OF ROLE

● As CEO, Mr. Corbat is responsible for Citi’s global business operations. Citi operates Global Consumer Banking (which consists of consumer banking businesses in North America, Mexico, and Asia) and Institutional Clients Group, which provides corporate, institutional, public sector, and high-net-worth clients around the world with a full range of wholesale banking products and services, including fixed income and equity sales and trading, foreign exchange, prime brokerage, derivative services, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance, and securities services.

● Citi has approximately 200 million customer accounts and does business in over 160 countries and jurisdictions. Citi believes this global network provides a strong foundation for servicing the broad financial services needs of its large multinational clients and for meeting the needs of retail, private banking, commercial, public sector, and institutional clients around the world.

● At December 31, 2017, Citi reported:

➢	revenues of $71.4 billion for the full year of 2017,
➢	total assets of $1,842 billion,
➢	market capitalization of $191 billion,
➢	approximately 209,000 employees, and
➢	$960 billion of deposits.

SUMMARY OF FRAMEWORK CONCLUSIONS AND FINAL PAY DECISION

Scorecard Assessment Summary
●	Company-wide financial results reflected balanced operating results and continued momentum across businesses and geographies, including revenue growth, positive operating leverage, and operating margin expansion in Institutional Clients Group as well as in every region in Global Consumer Banking. Citi attained the challenging targets set at the beginning of 2017, including its announced operating efficiency target, and demonstrated improved operating performance over 2016.
●	The Compensation Committee considered Mr. Corbat’s notable 2017 non-financial goal achievements, such as the 2017 favorable CCAR result, which enabled the return of $17.1 billion in capital to stockholders during 2017, and the finding of no deficiencies or shortcomings with our 2017 resolution plan.

Linking Performance to Compensation

●

Company business performance above targets combined with Mr. Corbat’s strong performance against non-financial goals resulted in an overall scorecard rating of 1.925, which points toward compensation above market median pay for the CEO role within our 13-firm compensation peer group. The overall scorecard rating was determined by averaging the financial goal ratings and weighting the result 70%, averaging the non-financial goal ratings and weighting the result 30%, then adding the two amounts ([2.0 x 0.7] + [1.75 x 0.3] = 1.925).

Final Award

●

The Compensation Committee awarded Mr. Corbat $23 million in total annual compensation for 2017, consisting of a base salary of $1.5 million and a total annual incentive award of $21.5 million, a 48% increase over his total annual compensation for 2016 of $15.5 million. Mr. Corbat’s compensation is above market median for the CEO role based on a comparison to CEO pay in our 13-firm compensation peer group, consistent with the results produced by our executive compensation Framework, while at the same time is below the median of CEO pay at other large U.S.-based global banks. In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the executive compensation Framework and made no upward or downward adjustments to those results for the reasons set forth on pages 80-81.

www.citigroup.com

90 PROPOSAL 3: ADVISORY VOTE TO APPROVE CITI’S 2017 EXECUTIVE COMPENSATION

CFO Scorecard and Pay Explanation

John Gerspach has been CFO of Citi since July 2009 and has served in various executive financial management roles globally since joining Citi in 1990.

FINANCIAL SCORECARD

Category	Financial Goal (Glossary on Page 139)	2017 Result(1)(2)	Rating(2)
Profitability	Citigroup Income from Continuing Operations Before Taxes	$22.8 billion	2
Expense Management	Citigroup Efficiency Ratio	57.7%	2
Use of Capital	Citigroup Return on Tangible Common Equity	8.1%	2
	Citigroup Return on Assets	0.84%	2
Risk	Citigroup Risk Appetite Ratio	118%	2
	Citigroup Risk Appetite Surplus	$2.93 billion

NON-FINANCIAL SCORECARD

Non-Financial Goal	Result Highlights (Glossary on Page 139)	Rating(2)
Strong risk and controls management	●Mr. Gerspach led Citi’s comprehensive and successful resolution plan submission and our ongoing integrated approach to resolution planning. Citi received feedback from the Federal Reserve Board and the Federal Deposit Insurance Corporation that neither agency had found deficiencies or shortcomings in Citi’s 2017 resolution plan. ●Control metrics generally improved year-over-year across the Finance function.	2
Achieve satisfactory CCAR result	●Citi received no objection to its capital plan submitted as part of the 2017 CCAR process, enabling the return of $17.1 billion of capital to common stockholders during 2017, a 61% increase over 2016. This critical result was achieved under Mr. Gerspach’s leadership.	1
Manage deferred tax assets and foreign tax credits	●Mr. Gerspach leads Citi’s strategic use of our deferred tax assets and related foreign tax credit carry forwards. ●In 2017 and prior to the impact of Tax Reform, Citi effectively utilized its deferred tax assets and time-sensitive foreign tax credit carryforwards. Reductions in deferred tax assets are important because they have the effect of making additional capital available for use either in Citi’s businesses or for return to Citi’s stockholders.	1
Leadership effectiveness