Andrew Morton
CITIGROUPAbout Andrew Morton
Andrew Morton is Citi’s Head of Markets and a member of Citi’s executive leadership, responsible for revenue, expense and capital performance across Rates, FX, Spread Products, Commodities, Markets Treasury, Equities and Other Citi Markets . In 2024, Markets delivered income from continuing operations before taxes of $6.2B, operating leverage of 679 bps, and RoTCE of 9.1%, representing year-over-year improvement versus 2023 (Markets income $5.2B, operating leverage -1,311 bps, RoTCE 7.4%) . His leadership contributions include driving strategic solutions, leading the LIBOR transition, and helping close the FRB’s 2015 FX Consent Order in October 2023, evidencing progress in risk and control . Citi’s broader TSR context informs his incentive alignment: for the Transformation Bonus Program Tranche 3 covering 2022–2024, the Committee set the performance achievement at 53%, then indexed to cumulative TSR (~15%) for a 68% payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup (Markets) | Head of Markets | 2023–2024 (as reported) | Oversaw multi-asset Markets platform; improved Markets RoTCE by 180 bps YoY in 2024; advanced risk/control programs |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $7,708,719 (includes U.K. role-based allowance through 11/1/2023) | $1,000,000 |
| All Other Compensation ($) | $292,612 | $45,085 (401k match $20,700; tax reimbursement $13,485; relocation $10,900) |
Notes:
- In 2023, Morton’s compensation design complied with U.K./E.U. rules: 80% deferred, 10% cash, 10% E.U. short-term stock; amounts paid in GBP converted at 1.2382 USD/GBP . In 2024, he relocated from London to New York on 11/1/2023 and the U.K. role-based allowance was discontinued .
Performance Compensation
| Metric/Plan Element | Weighting | Target | Actual/Payout | Vesting/Structure |
|---|---|---|---|---|
| Annual bonus (cash) | Part of NEO variable pay (Other NEOs: 40% of total incentive; Morton’s final bonus $8.210M) | Committee discretion across 4 pillars | $8,210,000 cash bonus for 2024 | Paid annually |
| Deferred Stock Awards (DS) | 30% of other NEO variable pay; Morton 2024 DS $6.2M (committee decision table) | Share count based on grant-date price | 2024 grants: target 112,209 and 20,037 shares; GDFV $5,408,140 and $1,081,628 | Vests ratably; 2025 award begins vest 2/20/2025 (5 annual tranches, 6-month holdback) |
| Performance Share Units (PSUs) | 30% of other NEO variable pay; Morton 2024 PSUs $6.2M (committee decision table) | 2023 PSU grid (performance period 2024–2026): RoTCE and TBVPS (e.g., RoTCE ≥11% and TBVPS ≥$305 → 150% earned) | 2021 PSUs earned 66.4% of target; payout value 78.9% incl. TSR for 2022–2024 | 3-year performance; 2024 grant: target 68,725 shares, max 103,087; GDFV $4,259,881; cliff/ratable vest per award terms |
Morton’s 2024 total compensation decision (committee framing): base $1.0M, cash bonus $8.2M, PSUs $6.2M, DS $6.2M, total $21.5M; upward adjustments for Financial and Client/Franchise pillars; downward for Risk/Control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common, excl. options) | 55,755 shares |
| Receipt deferred (deferred/unvested awards) | 355,419 shares |
| Total ownership | 411,174 shares |
| Ownership as % of outstanding | <1%; no executive or director >1% as of 3/3/2025; all directors/executives as group ≈0.08% |
| Stock ownership commitment | Execs must hold ≥75% of net after-tax shares while in office; retain ≥50% for one year post-executive status |
| Hedging/pledging | Prohibited for executive officers and directors; PTIP restricts hedging and speculative strategies; U.K./E.U. rules prohibit personal hedging undermining risk alignment |
Stock vested in 2024:
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Andrew Morton | 134,128 | $7,339,495 |
Outstanding and vesting schedules (as of 12/31/2024; closing price $70.39):
- Deferred Stock Awards (Not Vested at 12/31/2024): 2/13/2020 (vests in five equal annual installments beginning 2/20/2021; 6-month holdback) ; 2/11/2021 (five equal annual installments beginning 2/20/2022; 6-month holdback) ; 2/10/2022 (four equal annual installments beginning 2/20/2023; 12-month holdback) ; 2/16/2023 (five equal annual installments beginning 2/20/2024; 6-month holdback) ; 2/20/2023 (Transformation Bonus Program deferred stock; five equal annual installments beginning 2/20/2024; 6-month holdback) ; 2/15/2024 (five equal annual installments beginning 2/20/2025; 6-month holdback) .
- PSUs: 2/15/2024 award vests 60% on 2/20/2027, 20% on 2/20/2028, 20% on 2/20/2029; payout contingent on RoTCE/TBVPS; assumed values at 100% in potential payments table .
Potential payments upon termination or change of control (vesting follows schedule; no acceleration except death; double-trigger required for CoC):
| Event | Deferred Stock Awards ($) | PSUs ($) | Deferred Cash Awards ($) |
|---|---|---|---|
| Change of Control of Citigroup | — | — | — |
| Termination for Gross Misconduct | — | — | — |
| Involuntary Termination not for Gross Misconduct | $28,301,919 | $4,837,553 | $4,870,981 |
| Voluntary Resignation or Retirement | $28,301,919 | $4,837,553 | $4,870,981 |
| Disability or Death | $28,301,919 | $4,837,553 | $4,870,981 |
Employment Terms
- Citi does not provide guaranteed executive severance or change-of-control agreements; plan features are double-trigger (CoC plus involuntary termination not for gross misconduct) and no acceleration by terms except death; U.S. termination benefits for executives are capped at $500,000 .
- Clawbacks apply to PSUs, Deferred Stock Awards, and time-based equity awards; triggers include misconduct, material adverse outcomes, materially inaccurate financials, risk limit violations, gross misconduct, and restatements; awards also subject to mandatory clawback policy established under Dodd-Frank Section 954 and exchange listing standards .
- No excise tax gross-ups; prohibition on repricing; no reload options; no liberal share recycling; dividend equivalents only if and when underlying awards vest .
Performance & Track Record
Markets performance under Morton:
| Metric | 2023 | 2024 |
|---|---|---|
| Markets Income from Continuing Operations Before Taxes ($B) | $5.2 | $6.2 |
| Markets Operating Leverage (bps) | -1,311 | 679 |
| Markets RoTCE (%) | 7.4% | 9.1% |
Highlighted achievements:
- Led LIBOR transition and drove franchise-wide strategic solutions .
- Contributed to closing the FRB’s 2015 FX Consent Order in October 2023; strengthened first-line risk/control function in Markets .
- 2024 leadership and client/franchise engagement noted by the Compensation Committee .
Multi-Year Compensation (SEC Summary Compensation Table)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $7,708,719 (includes U.K. role-based allowance) | $1,000,000 |
| Bonus | $1,081,628 | $8,210,000 |
| Stock Awards | $11,610,885 | $10,933,541 |
| Non-Equity Incentive Plan Compensation | $3,895,621 | $4,233,537 |
| Change in Pension Value and Non-Qualified Deferred Comp Earnings | $0 | $0 |
| All Other Compensation | $292,612 | $45,085 |
| Total | $24,589,465 | $24,422,163 |
Committee’s 2024 decision framing (non-SCT allocation):
| Item | Amount ($) |
|---|---|
| Salary | 1.0 |
| Cash Bonus | 8.2 |
| PSUs | 6.2 |
| Deferred Stock | 6.2 |
| Total | 21.5 |
2024 Grants of Plan-Based Awards (Andrew Morton)
| Grant Date | Award Type | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2/15/2024 | Deferred Stock Award (DS) | 112,209 | 112,209 | $5,408,140 |
| 2/15/2024 | Deferred Stock Award (DS) | 20,037 | 20,037 | $1,081,628 |
| 2/15/2024 | Performance Share Units (PSU) | 68,725 | 103,087 | $4,259,881 |
| 2/20/2024 | Deferred Stock Award (Transformation-related) | 3,352 | 3,352 | $183,892 |
PSU performance design:
- 2023 PSU awards (performance period 2024–2026) grid: percentage earned based on average RoTCE and cumulative TBVPS (e.g., <5% RoTCE and ≤$255 TBVPS → 0%; ≥11% RoTCE and ≥$305 TBVPS → 150%) .
- 2024 PSU award design uses change in RoTCE (relative) and increased TBVPS grid; long-term, cash-settled; capped at 100% if TSR is negative over performance period .
Equity Ownership & Vesting Pressure Indicators
- Significant unvested DS tranches through 2025 and PSU cliffs through 2027–2029 indicate ongoing multi-year retention hooks; Morton realized $7.34M from vesting in 2024 and holds 355,419 deferred shares, suggesting continued delivery over time and potential supply from pre-scheduled vesting events .
- Pledging and hedging prohibitions reduce misalignment risks; ownership commitment (75% net-after-tax retention) structurally aligns incentives with TSR and TBVPS outcomes .
Compensation Governance, Peer Benchmarking, and Say-on-Pay
- Compensation Committee members: Hennes (Chair), Henry, James, Reiner, Taylor, von Koskull; independent advisor FW Cook; 2024 say-on-pay approval 93% .
- Peer group used for benchmarking includes BAC, GS, JPM, MS, WFC and broader U.S. financials; Citi near/above 75th percentile by size, with complex global scope .
- Incentive structure balance: Other NEOs’ variable pay 40% cash, 30% PSUs, 30% DS; robust clawbacks; no repricings, no excise tax gross-ups; double-trigger CoC .
Investment Implications
- Alignment: Morton’s pay mix is heavily deferred and performance-based (PSUs linked to RoTCE/TBVPS), with ownership/retention commitments and hedging/pledging bans—supporting long-term alignment with TSR and tangible book growth .
- Retention risk: Multiple DS tranches and PSU schedules vesting through 2029, plus deferred cash awards, create sustained retention incentives; relocation from London and transition away from role-based allowance may modestly normalize fixed pay structure .
- Trading signals: Scheduled vesting could introduce periodic sell-side supply; watch PSU performance calibration relative to RoTCE/TBVPS grids and Citi’s transformation milestones (e.g., data quality management, regulatory reporting) that influence vesting and future payouts .
- Execution risk: Ongoing risk/control remediation and transformation program outcomes affect clawback and payout determinations; however, 2024 Markets improvements (income, operating leverage, RoTCE) under Morton mitigate execution concerns in Markets while broader firm remediation continues .