Citigroup : 2025 Proxy Statement

Published: 2025-03-18 20:09:04 ET C

2025

Citigroup Inc.

2025 Notice of Annual

Meeting and Proxy Statement

April 29, 2025

9:00 a.m. Eastern Time

Virtual Annual Meeting Site:

www.virtualshareholdermeeting.com/CITI2025

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

March 18, 2025

Dear Stockholder:

We cordially invite you to attend Citi's 2025 Annual Meeting, which will be held on Tuesday, April 29, 2025, at 9:00 a.m. Eastern Time. This year's Annual Meeting will be held in a virtual format through a live webcast to facilitate stockholder attendance regardless of location and reduce the carbon footprint of Citi's activities. Details relating to the Annual Meeting logistics are provided in this 2025 Proxy Statement and at www.virtualshareholdermeeting. com/CITI2025.

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,

John C. Dugan

Chair of the Board

2025 Board Letter to Stockholders

Citi made substantial progress in 2024 toward achieving key strategic goals.

One such goal is organizational simplification. Citi delivered on its announced plan to refocus the firm around five interconnected businesses - Services, Markets, Banking, Wealth, and U.S. Personal Banking (USPB) - the heads of which now report directly to the CEO. This powerfully simple organizational structure has significantly improved transparency and accountability for each of these businesses, not just to our CEO, but also to the Board and to you, our stockholders. In addition, the reorganization eliminated regional structures and unnecessary layers of management, resulting in a new, flatter management model. This is helping to make Citi a simpler, better controlled firm that can operate faster, improve client service, and unlock shareholder value.

Another strategic goal is business simplification. Here the firm continued to execute its plan to exit consumer banking businesses in 14 markets outside the United States. Citi has now closed sales in nine of those markets, and the wind-downs of its consumer businesses in China and South Korea, and of its overall presence in Russia, are nearly complete. In addition, the firm is currently in the midst of the sales process for its consumer business in Poland. Most notably, at the end of 2024, Citi successfully separated its consumer, small, and middle-market banking businesses in Mexico (Banamex) from the firm's institutional business - a significant undertaking and critical accomplishment toward executing an initial public offering of Banamex stock.

The firm also embarked on a number of important initiatives in 2024 to significantly grow its businesses. For example, Citi and American Airlines announced the extension and expansion of their long-standing partnership, with Citi becoming the exclusive issuer of the AAdvantage co-branded card portfolio, beginning in 2026; this will facilitate significant growth of Citi's Branded Cards business in the years ahead. Another example is the exclusive agreement that Citi and Apollo Global Management Inc. entered into to form a landmark $25 billion private credit, direct lending program. This program will significantly enhance access for Citi's corporate financial sponsor clients to the large private lending capital pool.

On the key strategic goal of transformation of Citi's risk management and controls, the firm also made progress, but not as much as intended. As a result, in July 2024, the Federal Reserve Board and Office of the Comptroller of the Currency took further regulatory actions in connection with the 2020 Consent Orders. Citi's management has acknowledged that, despite making important progress in advancing some areas of the transformation, there were other areas where Citi did not make enough progress, such as in its data quality management and related governance and regulatory reporting. This is reflected in the lower payout of the final tranche of the Transformation Bonus Program, as detailed later in the proxy, consistent with the Board's responsibility to hold management accountable for its performance. Citi's Board, acting through its Transformation Oversight Committee, is intently focused on overseeing management's achievement of significantly improved progress on the transformation in 2025 and beyond.

Overall, Citi's progress on its strategic goals contributed to the firm's much improved financial performance in 2024. Each of the firm's five businesses reported year-over-year increases in revenues. The firm, as well as each of the five businesses, achieved positive operating leverage for the full year. Citi's 2024 net income was up approximately 40 percent; revenues (excluding divestitures) were up 5 percent; tangible book

Citi 2025 Proxy Statement

value per share was up 4 percent; and Citi returned $6.7 billion to stockholders through dividends and stock repurchases. In addition, the key metric for stockholders of Total Shareholder Return increased by 42 percent in 2024.

While Return on Tangible Common Equity (RoTCE) also improved in 2024 - by approximately 210 basis points to 7 percent - management announced that, due to a necessary increase in firm investments, its target RoTCE for 2026 is now between 10 and 11 percent, somewhat lower than Citi's previous target. The Board believes that this is a realistic reduction, and also strongly agrees with management's assertion that the 2026 RoTCE target is a waypoint, not a destination. Management's focus is on improving returns well above that level, and to hold themselves accountable for doing so. Your Board will hold management accountable for this as well.

Thank you for your ongoing support of Citi. Dialogue with stockholders is a fundamental feature of a well governed organization, and we will continue to make it a priority. Please write with any concerns or suggestions to: Citigroup Inc. Board of Directors, c/o Brent J. McIntosh, Chief Legal Officer and Corporate Secretary, 388 Greenwich Street, New York, NY 10013.

Titi Cole

Jane N. Fraser

Gary M. Reiner

Ellen M. Costello

Duncan P. Hennes

Diana L. Taylor

Grace E. Dailey

Peter B. Henry

James S. Turley

Barbara J. Desoer

S. Leslie Ireland

Casper W. von Koskull

John C. Dugan

Renée J. James

A WORD OF APPRECIATION

Barbara J. Desoer, who will be retiring from our Board in April, has had a long and distinguished career with the Company. Ms. Desoer served in management as CEO of Citibank, N.A. from April 2014 to April 2019 and, for the last six years, has served on our Board and as Chair of the Board of Directors of Citibank, N.A. We thank her for her many outstanding contributions.

Leslie Ireland, who has determined not to stand for re-election, has served on the Citi and Citibank Boards since 2017. From her distinguished career in the U.S. Department of Treasury and the Office of National Intelligence, she brought extensive knowledge and experience of cybersecurity and threat intelligence to our Boards and our Technology Committee. We appreciate her service and will miss her valuable perspectives.

www.citigroup.com

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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 29, 2025, at 9:00 a.m. Eastern Time (E.T.) through a virtual meeting platform. Please go to the "Register for Meeting" link at www.proxyvote. com to register for the meeting. Live audio of the 2025 Annual Meeting will be webcast at www.citigroup. com. You or your proxyholder can participate, vote, ask questions, and examine the rules of the meeting during the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2025 and using your 16-digit control number. Electronic entry to the meeting will begin at 8:45 a.m. E.T. and the meeting will begin promptly at 9:00 a.m. E.T. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/CITI2025.

•At the meeting, stockholders will be asked to:

•1. elect the 12 directors listed in Proposal 1,

•2. ratify the selection of Citi's independent registered public accounting firm for 2025,

•3. consider an advisory vote to approve our 2024 executive compensation,

•4. approve additional shares for the Citigroup 2019 Stock Incentive Plan,

•5. act on certain stockholder proposals, each if properly presented, 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 (SEC) rule allowing companies to furnish proxy materials to their 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 2025 Annual Meeting.

In accordance with this rule, on March 18, 2025, a notice of the 2025 Annual Meeting containing a Notice of Internet Availability of Proxy Materials (Notice) was sent to current stockholders as of March 3, 2025, the record date for Citi's 2025 Annual Meeting. 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,

Brent J. McIntosh

Corporate Secretary

March 18, 2025

www.citigroup.com

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Contents

PROXY STATEMENT HIGHLIGHTS

EXECUTIVE COMPENSATION AND HUMAN

CAPITAL RESOURCES AND MANAGEMENT

HIGHLIGHTS

ETHICS, CONDUCT AND CULTURE

HIGHLIGHTS

SUSTAINABILITY HIGHLIGHTS

CORPORATE GOVERNANCE

Corporate Governance Materials

Available on Citi's Website

Annual Report

Corporate Governance Guidelines

Director Independence

Meetings of the Board of Directors and Committees

Meetings of Non-Management Directors

Board Leadership Structure

Board Composition

Director Education Program

Board and Board Committee Self-Assessment

Process

Board's Role in Risk Oversight

Committees of the Board of Directors

Involvement in Certain Legal Proceedings

Certain Transactions and Relationships,

Compensation Committee Interlocks,

and Insider Participation

Indebtedness

Citi's Hedging Policies

Group Reputation Risk Committee

Code of Ethics for Financial Professionals

Ethics Hotline

Code of Conduct

Communications with the Board

STOCK OWNERSHIP

Beneficial Ownership Table

FORWARD-LOOKING STATEMENTS

Owners of more than 5% of Citi's Common Stock

Insider Trading Policies for Citi and Citi's Board,

Officers and Employees

PROPOSAL 1: ELECTION OF DIRECTORS

Director Criteria and Nomination Process

Director Qualifications

The Nominees

Directors' Compensation

AUDIT COMMITTEE REPORT

PROPOSAL 2: RATIFICATION OF SELECTION

OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

PROPOSAL 3: ADVISORY VOTE TO APPROVE

OUR 2024 EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation, Performance Management

and Culture Committee Report

2024 Summary Compensation Table and

Compensation Information

100

Additional Compensation Disclosures

111

PROPOSAL 4: APPROVAL OF ADDITIONAL

SHARES FOR THE CITIGROUP

2019 STOCK INCENTIVE PLAN

112

STOCKHOLDER PROPOSALS

122

Submission of Future Stockholder Proposals

132

Cost of Annual Meeting and Proxy Solicitation

132

Householding

132

ABOUT THE 2025 ANNUAL MEETING

133

ANNEX A

139

Additional Information Regarding Proposal 3

139

Metrics Calculations and Reconciliations

of Non-GAAP Financial Information

140

ANNEX B

144

Citigroup 2019 Stock Incentive Plan

144

Certain statements in this Proxy Statement are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not based on historical facts but instead represent Citi's and its management's beliefs regarding future events. Such statements are based on management's current expectations and are subject to risks, uncertainties and changes in circumstances. These statements are not guarantees of future results or occurrences. Actual results, performance or outcomes may differ materially from those expressed in or implied by any of these forward-looking statements due to a variety of factors, including, among others, various challenges related to Citi's transformation, including significant execution and regulatory complexities and uncertainties, global socio-demographic and economic trends, energy prices, consumer and client behavior, physical and transition risks associated with climate change, our ability to gather and verify data regarding environmental impacts, our ability to successfully implement various initiatives throughout the Company within expected time frames, and technological innovations and challenges, including the ability of our partners or potential partners as well as their suppliers to successfully implement initiatives and produce or scale new technologies under expected time frames. Other factors that could cause actual results, performance, outcomes or financial condition to differ materially from those described in forward-looking statements can be found in this report and in Citi's filings with the SEC, including without limitation the "Risk Factors" section of Citi's 2024 Annual Report on Form 10-K (2024 Annual Report on Form

10-K) filed with the SEC on February 21, 2025. Any forward-looking statements made by or on behalf of Citi speak only as to the date they are made, and Citi does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date that the forward-looking statements were made. Website references are provided for convenience only, and the information contained on such websites is not incorporated into nor does it constitute a part of this Proxy Statement.

www.citigroup.com

Proxy Statement Highlights

Voting Items

Proposal 1: Election of Directors (Pages 44-64)

The Board recommends you vote FOR each nominee

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (Pages 66-67)The Board recommends you vote FOR this proposal

Proposal 3: Advisory Vote to Approve Our 2024 Executive Compensation (Pages 68-111)The Board recommends you vote FOR this proposal

Proposal 4: Approval of Additional Shares for the Citigroup 2019 Stock Incentive Plan (Pages 112-121)The Board recommends you vote FOR this proposal

Stockholder Proposals 5-8 (Pages 122-131)

The Board recommends you vote AGAINST each of the stockholder proposals

Meeting and Voting Information

(For additional information, please see About the 2025 Annual Meeting starting on page 133.)

Date and Time

April 29, 2025, 9:00 a.m. E.T.

Board and Corporate Governance Highlights

Citi's Board of Directors Nominees

The nominees for the Board of Directors each have the qualifications and experience to guide Citi's strategy and oversee management's execution of that strategic vision. Citi's Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi's efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.

Record Date

March 3, 2025

Voting

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each

Independence

1 Executive Director

10 Independent Directors

83% of our Board Nominees

are Independent.

Director nominee and one vote for each of the other proposals to be voted on.

Admission Procedures Please register to attend Citi's 2025 Annual Meeting. Please go to the "Register for Meeting" link at www.proxyvote.com to register for the virtual meeting. Go to www. virtualshareholdermeeting. com/CITI2025 to attend the virtual meeting. Please remember to submit your

16-digit control number on your proxy card or voting instruction form as well as your first and last name and your email address.

Board Refreshment

>10 YEARS

8-10 YEARS

4-7 YEARS

<4 YEARS

Board Nominee Composition

Women Minority

50% 17%

The average board tenure of our nominees is 8 years, and 4 nominees

have served for more than 10 years.

There have been 3 new Directors elected within the past 5 years.

Based on the voluntary self- identification by our Board members, the graphs disclose the composition of the Board nominees.

6 Directors

2 Directors

Citi 2025 Proxy Statement

Disclaimer

Citigroup Inc. published this content on March 19, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 19, 2025 at 00:08:07.451.