Andy Sieg
CITIGROUPAbout Andy Sieg
Andy Sieg is Head of Wealth at Citi, joining in September 2023, with responsibility for Citi Private Bank, Citigold Private Client, and Wealth at Work businesses . In 2024, Wealth delivered 900 bps operating leverage and 7.6% RoTCE under his leadership; firm-wide TSR increased 42%, net income rose ~40%, and RoTCE improved to 7% as each of Citi’s five businesses reported YoY revenue increases . Mr. Sieg was previously employed by Citigroup from 2005 through 2009 . Education and age were not disclosed in Citi’s proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup Inc. | Various roles (prior employment) | 2005–2009 | Early Citi experience and network ahead of return to lead Wealth |
| Citi Wealth | Head of Wealth | Sep 2023–present | Set new path, optimized costs, improved client delivery; built momentum despite a challenging year |
External Roles
No external directorships or roles were disclosed for Mr. Sieg in Citi’s proxy or 8-Ks searched.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $268,493 | $1,000,000 |
Performance Compensation
Annual variable compensation design (committee view)
| Element ($Millions) | 2024 |
|---|---|
| Cash Bonus | 4.8 |
| Performance Share Units (PSUs) | 3.6 |
| Deferred Stock Awards (DSAs) | 3.6 |
| Total Variable | 12.0 |
| Total Compensation (Salary + Variable) | 13.0 |
Summary Compensation Table (SEC format)
| Component | 2023 | 2024 |
|---|---|---|
| Bonus ($) | $4,400,000 | $7,513,993 (includes vesting of deferred cash from prior-employer replacement awards) |
| Stock Awards ($) | $9,440,673 | $7,632,240 |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | — | $20,700 |
| Total ($) | $14,109,935 | $16,167,945 |
2024 Grants of Plan-Based Awards
| Grant Date | Award Type | Target/Units (#) | Grant Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| 2/15/2024 | PSUs | 61,351 | $3,300,000 | Three-year cliff vest; metrics: Weighted Avg RoTCE (50%) and cumulative TBVPS (50%); TSR cap if negative |
| 2/15/2024 | DSA | 61,351 | $4,332,240 | Paid ratably over 4 years; subject to performance-based vesting/clawback |
2023 Replacement Equity Award (Buyout)
| Grant Date | Award Type | Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 10/5/2023 | Deferred Stock (replacement of forfeited equity from prior employer) | 237,143 | $9,440,673 | Vests in annual installments beginning Feb 20, 2025 |
PSU performance metrics and weighting (2024 PSU cycle covering 2025–2027)
| Metric | Weight | Target Framework |
|---|---|---|
| Weighted Average RoTCE | 50% | Relative change vs peer set with earnout: <50th percentile 0–100%, 50th–75th 100–150%, >75th 150% |
| Cumulative TBVPS | 50% | Fixed outcome grid; straight-line interpolation; target derivation uses $81.432 5-day avg price pre-2/13/2025 grant date |
| TSR Factor | Cap | Earned PSUs capped at target if TSR is negative over 3-year period |
| Payout Form | Cash-linked to stock | Cash payout = earned PSUs × 20-day avg stock price preceding final vest (to limit dilution) |
| Clawbacks | Yes | Awards subject to cancellation and clawback provisions |
Equity Ownership & Alignment
| Ownership Measure | Amount |
|---|---|
| Common Stock Beneficially Owned (excluding options) | 49,588 shares |
| Options exercisable within 60 days | — |
| “Receipt Deferred” (deferred stock units) | 247,664 |
| Total Ownership (per Section 16 filings) | 297,252 |
| Ownership as % of shares outstanding | <1%; all directors and executives as a group held ~0.08% |
| Shares pledged as collateral | Prohibited for executive officers per Citi policies |
| Hedging of Citi stock | Prohibited for directors and executive officers; speculative transactions banned |
| Stock ownership/retention commitment | Executive officers must retain 75% of equity awarded while in office and 50% for one year post-executive status |
Vesting schedules and potential selling pressure
| Award | Vesting Schedule | Next Vest |
|---|---|---|
| 2023 Replacement DS Award (237,143) | Annual installments beginning Feb 20, 2025 | Feb 20, 2025 |
| 2024 DS Award (61,351) | Paid ratably over 4 years; performance-based vesting/clawback | 2025–2028 (annual) |
| 2024 PSUs (61,351) | Three-year cliff vest; metrics-based earnout; TSR cap | After Dec 31, 2027 |
| Stock vested in 2024 | None for Mr. Sieg (no shares acquired on vesting) | N/A |
Employment Terms
| Provision | Details |
|---|---|
| Severance (U.S.) | Executive officers are not entitled to severance beyond broad-based benefits; capped at $500,000 |
| Change-of-control | Double trigger; awards vest only if both a change of control and involuntary termination not for gross misconduct occur |
| Golden parachute agreements | None for executive officers |
| Hedging/pledging | Blanket prohibition for executive officers |
| Clawbacks | Incentive awards subject to cancellation and clawback |
Potential payments upon termination or other events (as of Dec 31, 2023)
| Scenario | Deferred Stock Awards ($) | Deferred Cash Awards ($) |
|---|---|---|
| Involuntary termination not for gross misconduct | $12,198,636 | $2,705,993 |
| Disability or Death | $12,198,636 | $2,705,993 |
| Voluntary resignation or retirement | — | — |
| Change of control | — (no acceleration except death) | — |
Performance & Track Record
| Metric | 2024 Result |
|---|---|
| Wealth Income from Continuing Ops before Taxes | $1.3B |
| Wealth Operating Leverage | 900 bps |
| Wealth RoTCE | 7.6% |
| Citigroup Income from Continuing Ops before Taxes | $17.0B |
| Citigroup Operating Leverage | 764 bps |
| Citigroup RoTCE | 7.0% |
| Firm TSR | +42% in 2024 |
Key qualitative achievements/risks:
- Built momentum in Wealth via optimization, NNIA growth, and client experience improvements; external talent additions to leadership team .
- Risk and Control pillar performance was down-adjusted; firm incurred civil money penalties in 2024 and Transformation Bonus tranche 3 paid 53% (Mr. Sieg not eligible), underscoring ongoing execution risk in controls and data governance .
Compensation Structure Analysis
- Mix and deferral: In 2024, ~60% of Mr. Sieg’s variable pay was deferred into PSUs and DSAs, aligning compensation with long-term performance and stock price; awards carry clawbacks and vest over 3–4 years .
- Shift to PSUs: PSUs expanded to Operating Team members in 2024; Mr. Sieg’s PSU metrics are operational (RoTCE, TBVPS) with a TSR cap, which helps avoid pay for underperformance .
- Replacement award: A sizable 2023 replacement DSA (237,143 units) mitigates transition risk and can create vest-related selling pressure upon settlement beginning Feb 2025 .
- Governance discipline: No golden parachutes, severance capped, double-trigger CoC vesting, and blanket hedging/pledging prohibition, indicating shareholder-friendly guardrails .
Equity Ownership & Alignment
- Skin-in-the-game: 297,252 total ownership including deferred units; no options; ownership <1% of shares outstanding; strong retention commitment (75% of equity while in office) reduces misalignment risk .
- Pledging/hedging: Prohibited for executive officers; mitigates leverage/hedge misalignment .
Employment Terms
- No individual employment/severance contract disclosed; severance limited by broad policy; CoC economics require both CoC and involuntary termination for vesting; clawbacks prevalent .
- Potential payouts post-termination primarily reflect continued scheduled vesting of DSAs and deferred cash (no acceleration except in death), limiting windfalls .
Investment Implications
- Alignment and deferral: High deferred equity mix and operational PSU metrics support pay-for-performance; TSR cap further limits upside in down markets—constructive for shareholders .
- Near-term selling pressure: Replacement DSA begins vesting Feb 2025; watch Form 4s around vest dates for tax-related sales, though hedging/pledging is prohibited .
- Execution risk in controls: 2024 penalties and lower transformation payout indicate firm-level control/data risks; Sieg’s Risk and Control pillar adjustment suggests Wealth is contributing, but remediation remains a firm-wide overhang .
- Wealth turnaround: Positive operating leverage and NNIA growth under Sieg are encouraging; monitor Wealth Private Bank underperformance and continued franchise improvements .
Note: Insider Form 4 trading activity for Mr. Sieg is not disclosed in the proxy; monitor EDGAR for Section 16 filings for ongoing assessment.