Diana Taylor
CITIGROUPAbout Diana L. Taylor
Diana L. Taylor (age 70) is an independent director of Citigroup Inc. since 2009 and a director of Citibank, N.A. since 2020, with deep credentials as a former New York State Superintendent of Banks and as a financial services executive and investor, bringing expertise in financial services, regulatory and compliance, risk management, compensation, corporate governance, and sustainability . She currently serves as Chair of Citi’s Nomination, Governance and Public Affairs (NGPA) Committee, and is a member of the Compensation, Performance Management and Culture Committee and the Executive Committee; the Board has determined she is independent under NYSE rules and Citi’s guidelines . In 2024, the Board met 26 times and standing committees were highly active; each incumbent director attended at least 75% of Board and relevant committee meetings, indicating baseline engagement compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of New York | Superintendent of Banks | 2003–2007 | Former regulator with broad bank regulatory and risk management experience |
| Office of Governor Pataki (NY) | Deputy Secretary | 2002–2003 | Government leadership experience |
| Long Island Power Authority | Chief Financial Officer | 2001–2002 | Senior financial management role |
| KeySpan Energy | Vice President | 1999–2001 | Corporate operating experience |
| Office of Governor Pataki (NY) | Assistant Secretary | 1996–1999 | Government leadership experience |
| Solera Capital LLC | Vice Chair | 2014–2018 | Private equity experience |
| Wolfensohn Fund Management, L.P. | Managing Director | 2007–2014 | Fund management experience |
| M.R. Beal & Company | President | 1988–1993; 1995–1996 | Founding partner/president of full-service investment bank |
| Muriel Siebert & Company | Executive Vice President | 1993–1994 | Investment banking experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Brookfield Corporation | Director | Public company | Current public company directorship |
| Sotheby’s | Director | Public company | Previous directorship within last five years |
| Accion | Chair | Non-profit | Leadership in financial inclusion |
| Columbia Business School | Board of Overseers | Academic | Oversight role |
| Friends of Hudson River Park | Chair | Non-profit | Civic leadership |
| Mailman School of Public Health (Columbia) | Board of Overseers | Academic | Oversight role |
| The Economic Club of New York | Member | Non-profit | Engagement in economic policy forums |
| Council on Foreign Relations | Member | Non-profit | Policy network |
| Hot Bread Kitchen | Board Chair | Non-profit | Workforce development focus |
| Cold Spring Harbor Laboratory | Member | Non-profit | Scientific institution governance |
| New York City Ballet | Board Chair | Non-profit | Arts governance |
Board Governance
- Independence: The Board determined Ms. Taylor is independent under Citi’s categorical standards and NYSE rules .
- Committee leadership and memberships (2024 activity shown to benchmark engagement):
- NGPA Committee: Chair; the committee met 7 times in 2024 .
- Compensation, Performance Management and Culture Committee: Member; the committee met 15 times in 2024 .
- Executive Committee: Member; the committee did not meet in 2024 .
- Additional governance roles: Director of Citibank, N.A. (wholly owned subsidiary) alongside other independent directors .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; Board met 26 times .
- Board structure and independence safeguards include an independent Chair and regular executive sessions of non-management directors .
Committee Assignments and 2024 Meeting Cadence
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nomination, Governance and Public Affairs | Chair | 7 |
| Compensation, Performance Management and Culture | Member | 15 |
| Executive | Member | 0 |
Fixed Compensation
Director Compensation Structure (non-employee directors)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $75,000 |
| Annual deferred stock award | $150,000 (generally granted early January) |
| Citi committee chair fee | $50,000 |
| Citi committee member fee | $30,000 |
| Citibank, N.A. board chair fee | $50,000 |
| Citibank, N.A. board member fee | $25,000 |
| Meeting fees | None (no meeting fees paid) |
| Deferral election | Directors may elect to receive retainers/fees in stock and defer receipt |
| Hedging/pledging | Prohibited for directors |
| Annual cap | Cash plus equity for an individual director capped at $1,000,000 (higher limit may be approved for non-executive Chair) |
2024 Actuals — Diana L. Taylor
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $230,000 |
| Stock Awards ($) | $150,000 |
| Total ($) | $380,000 |
| Fees Paid Currently in Cash ($) | $230,000 |
| Deferred Fees to be Paid in Stock | — (no additional deferral election disclosed for fees) |
Performance Compensation
Directors do not receive performance-based incentives; equity compensation is time-based deferred stock intended to align with shareholders.
2024 Deferred Stock Award Details — Diana L. Taylor
| Grant Date | Units Granted | Grant Date Fair Value | Distribution Terms | Performance Metrics |
|---|---|---|---|---|
| Jan 2, 2024 | 2,922 | $150,000 | Generally distributable on first anniversary; directors may elect to defer | None disclosed for director equity (time-based deferred stock) |
Program Controls
- Ownership commitment: Directors must retain 75% of equity awarded while serving on the Board .
- Hedging/pledging: Prohibited for directors and executive officers .
- Award cap: Combined cash and equity limited to $1,000,000 per director annually (except permitted higher limit for non-executive Chair) .
Other Directorships & Interlocks
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Brookfield Corporation | Director | Current | Public company board service |
| Sotheby’s | Director | Prior (within last 5 years) | Previous public company board |
- Compensation Committee interlocks: Proxy states no compensation committee interlocks during fiscal year 2024; none of Citi’s executive officers served in roles that would create interlocks .
- Legal proceedings: Proxy discloses no legal proceedings with any director adverse to Citi .
Expertise & Qualifications
- Primary qualifications cited: Financial Services; Legal, Regulatory and Compliance; Risk Management; Compensation; Corporate Governance; Environmental and Sustainability .
- Notable credentials: Former NYS Superintendent of Banks; leadership roles at Solera Capital (Vice Chair) and Wolfensohn Fund Management (Managing Director); founding partner and President at M.R. Beal & Company; former CFO of Long Island Power Authority .
- Broader governance experience via committees at Sotheby’s and Brookfield Properties and leadership at multiple non-profits (e.g., Accion Chair) .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned (excluding options) | 56,298 |
| Options exercisable within 60 days | — |
| Owned jointly/indirectly (family/trust/mutual fund/401(k)) | — |
| Total beneficial ownership | 56,298 |
| Receipt deferred | 2,117 |
| Total ownership (beneficial + receipt deferred) | 58,415 |
| Aggregate deferred stock outstanding at 12/31/2024 | 56,298 |
| Ownership commitment | Retain 75% of equity awarded while serving |
| Hedging/pledging | Prohibited for directors |
Note: The beneficial ownership and receipt deferred amounts are presented as disclosed in the Beneficial Ownership Table; “aggregate deferred stock outstanding” reflects cumulative deferred stock units outstanding at year-end .
Governance Assessment
- Board effectiveness and engagement: Taylor chairs NGPA (governance, succession, public affairs, related-party review) and serves on Compensation and Executive Committees, indicating central roles in governance and pay oversight; NGPA (7 meetings) and Compensation (15) were active in 2024, and the Board met 26 times with ≥75% attendance compliance for incumbents .
- Independence and conflict controls: Board affirmatively determined independence; NGPA oversees related-party transactions, and Citi prohibits director hedging/pledging; no legal proceedings adverse to Citi disclosed; no compensation committee interlocks in 2024 .
- Alignment and incentives: Director pay is primarily equity-based via annual deferred stock awards, with robust stock ownership commitment (retain 75% of equity awarded), no meeting fees, and an annual cap on combined cash+equity; Taylor’s 2024 mix (cash $230k; equity $150k) is consistent with the structure .
- Tenure and refreshment context: Taylor has served since 2009 (over 15 years), compared with the Board nominees’ average tenure of 8 years (with four nominees >10 years), a data point investors may monitor for refreshment balance .
- Subsidiary board service: Service on Citibank, N.A.’s board alongside other independent directors supports regulatory and operational oversight continuity .
No specific red flags were identified in the proxy regarding related-party transactions involving Taylor, legal proceedings, interlocks, or hedging/pledging; standard governance safeguards and independence determinations are in place .