Brent McIntosh
CITIGROUPAbout Brent McIntosh
Brent McIntosh is Citigroup’s Chief Legal Officer and Corporate Secretary (age 51 as of February 21, 2025). He joined Citi in October 2021 after serving as U.S. Treasury Under Secretary for International Affairs (2019–2021) and Treasury General Counsel (2017–2019), with prior experience as a partner at Sullivan & Cromwell and service in the White House (2006–2009) . Citi’s 2024 performance context for executive pay-for-performance: Total Shareholder Return rose 42%, net income increased ~40%, revenues excluding divestitures grew 5%, tangible book value per share rose 4%, and RoTCE improved ~210 bps to 7% . McIntosh also executed key regulatory documents tied to Citi’s risk/control transformation, including the 2024 Federal Reserve civil money penalty consent order .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Department of the Treasury | Under Secretary for International Affairs | 2019–2021 | Senior U.S. economic/financial policy leadership |
| U.S. Department of the Treasury | General Counsel | 2017–2019 | Principal legal officer of Treasury |
| Sullivan & Cromwell LLP | Partner | Pre‑2017 | Senior private-sector legal practice |
| The White House | Senior roles (served in White House) | 2006–2009 | Federal executive branch experience |
External Roles
| Category | Current disclosure |
|---|---|
| Public company boards | None listed for McIntosh in Citi’s executive officer biographies section |
Fixed Compensation
Policy framework for Citi executive officers (Brent’s specific dollar amounts are not disclosed as he is not a named executive officer in the 2025 proxy) .
| Element | Structure | Notes |
|---|---|---|
| Base salary | Fixed cash | Competitive level to attract/retain talent |
| Pension/retirement | No executive-only pension plans | Executive officers are not eligible for additional executive pensions |
| Perquisites | Limited | Citi avoids excessive perquisites and tax gross-ups (except broad expatriate tax equalization) |
Performance Compensation
Citi’s incentive design for executive officers emphasizes equity-linked, multi-year compensation with performance conditions; specific weighting shown for CEO vs other NEOs (program governs senior executives; McIntosh’s exact mix not disclosed) .
| Incentive type | Target mix (CEO) | Target mix (other NEOs) | Performance metrics/vesting | Key constraints |
|---|---|---|---|---|
| Annual cash bonus | 15% | 40% | Tied to annual performance assessment across pillars | Subject to risk and control considerations |
| Performance Share Units (PSUs) | 50% | 30% | Three-year performance; 2024 awards use change in RoTCE and TBVPS; payout depends on metrics and TSR; paid after performance period | Capped at 100% of target if TSR is negative; cancellation/clawback apply |
| Deferred Stock Awards (DSAs) | 35% | 30% | Equity vests ratably over four years; subject to performance-based vesting condition and clawbacks | Cancellation/clawback provisions; aligns with long-term TSR |
PSU metric details (2024 cycle granted in 2025 for 2024 performance): metrics are change in RoTCE (relative framework) and TBVPS with increased grid levels; performance period Jan 1, 2025–Dec 31, 2027 .
Equity Ownership & Alignment
| Policy/Practice | Detail | Implication |
|---|---|---|
| Stock ownership commitment | Executive officers must retain at least 75% of equity awarded while in office; 50% for one year after ending executive officer status | Elevates “skin in the game,” limiting sellable float and potential selling pressure |
| Hedging/pledging | Hedging and pledging of Citi securities are prohibited for executive officers | Reduces misalignment and leverage-based forced selling risk |
| Vesting standards | Minimum one-year vesting for at least 95% of shares granted under the 2019 Plan | Supports long-term alignment |
| Clawbacks | Awards subject to cancellation/clawback, including Dodd-Frank Section 954/NYSE listing policy for covered executives | Recourse if results/controls are revised or misconduct occurs |
| Repricing and reloads | 2019 Plan prohibits repricing and “reload” options without shareholder approval | Limits shareholder-unfriendly award modifications |
| Change-of-control (plan) | Double-trigger (CoC plus involuntary termination not for gross misconduct required for vesting) | Disciplined treatment; discourages windfalls |
Note: Citi’s beneficial ownership table lists Directors and named executive officers; McIntosh is not included among the 2025 named individuals, so his specific share ownership is not disclosed in the proxy excerpts reviewed .
Employment Terms
| Item | Disclosure |
|---|---|
| Current role | Chief Legal Officer & Corporate Secretary |
| Start date/tenure | Joined Citi in current position in October 2021 |
| Severance/CoC agreements | Citi states it does not provide guaranteed executive severance or change-of-control agreements; stock plan operates with double-trigger vesting |
| Clawback/cancellation | Broad clawback and cancellation provisions, including Dodd-Frank Section 954 compliance |
| Non-compete/other covenants | Not specifically disclosed in the reviewed filings |
Performance & Track Record (role-relevant context)
- Regulatory transformation: Citi received additional regulatory actions in July 2024 related to 2020 consent orders; transformation bonus tranche paid below target to hold management accountable for risk/control progress; Board oversight intensified for 2025+ . McIntosh executed the Federal Reserve civil money penalty consent order on Citi’s behalf in July 2024, underscoring his central role in remediation/governance .
- 2024 firm performance (pay context): TSR +42%, net income ~+40%, revenues ex-divestitures +5%, TBVPS +4%, RoTCE ~7% (up ~210 bps) .
Risk Indicators & Red Flags (policy lens)
- Hedging/pledging prohibited; mitigates alignment risk .
- No repricing/reloads; disciplined equity plan governance .
- No guaranteed severance/CoC agreements for executives; avoids golden parachute optics .
- Robust clawbacks; includes Dodd-Frank 954 regime .
- Ongoing regulatory remediation remains an execution risk for Citi (and a key focus area for the legal function) .
Investment Implications
- Alignment/retention: Mandatory 75% retention of awarded equity, no hedging/pledging, multi-year vesting, and robust clawbacks collectively reduce near-term insider selling pressure and support long-horizon alignment; they also heighten retention, particularly for a control-critical role like CLO .
- Pay-for-performance linkage: PSU metrics (change in RoTCE and TBVPS) directly tie senior executive outcomes to returns and balance sheet value creation; negative-TSR cap reinforces downside alignment .
- Downside protection for shareholders: No guaranteed severance/CoC agreements and double-trigger equity vesting limit windfall payouts in transition scenarios .
- Execution risk remains: 2024 regulatory actions and consent orders signal continued remediation work; CLO effectiveness is pivotal to de-risking the franchise and ultimately enabling targeted RoTCE improvement . Lack of NEO status for McIntosh limits public granularity on his specific pay and holdings, slightly constraining transparency versus CEO/CFO .