Duncan Hennes
CITIGROUPAbout Duncan P. Hennes
Duncan P. Hennes (age 68) has served on Citigroup’s Board since 2013 and on the Citibank, N.A. board since 2013. He is Co‑Founder and Partner of Atrevida Partners (since 2007), previously Co‑Founder/Partner at Promontory Financial Group, CEO of Soros Fund Management, EVP/Treasurer at Bankers Trust, and an Audit Manager at Arthur Andersen; he is a Certified Public Accountant with deep risk, regulatory, and compensation oversight expertise . The Board has determined he is independent under Citi’s Guidelines and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atrevida Partners, LLC | Co‑Founder & Partner | 2007–Present | Asset management leadership; risk management and trading experience |
| Promontory Financial Group | Co‑Founder & Partner | 2000–2006 | Regulatory advisory; compliance and risk expertise |
| Soros Fund Management | Chief Executive Officer | 1999–2000 | Investing, operational infrastructure, trading, including arbitrage activities |
| Bankers Trust Corporation | EVP/Treasurer | 1987–1999 | Chaired Oversight Partners I for LTCM recapitalization; credit and risk management, personnel matters |
| Arthur Andersen & Co. | Audit Manager | 1979–1987 | Audit, financial reporting, risk management; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RenaissanceRe Holdings Ltd. | Director | Current | Not disclosed in Citi’s proxy |
| Citibank, N.A. (subsidiary) | Director | Since 2013 | Subsidiary board service; multiple directors serve; fees schedule disclosed separately |
| Atrevida Partners, LLC | Co‑Founder & Partner | 2007–Present | Private asset manager; financial services/risk expertise |
Board Governance
- Committee chair: Compensation, Performance Management & Culture Committee (CPC); CPC met 15 times in 2024 .
- Committee memberships: Audit (18 meetings), Executive (no meetings), Risk Management (16 meetings); matrix shows Hennes as member in Audit, CPC, Executive, and Risk Management .
- Board meetings: The Board met 26 times in 2024; each incumbent Director attended at least 75% of Board and committee meetings of which they were a member .
- Independence and interlocks: Board determined Hennes is independent; there were no compensation committee interlocks in 2024, and CPC members had no material interest in transactions with Citi .
| 2024 Service | Role | Meetings Held | Notes |
|---|---|---|---|
| Board of Directors | Director | 26 | Independent Board with separate Chair from CEO |
| Compensation, Performance Management & Culture | Chair | 15 | Chair; oversight of executive compensation and culture |
| Audit Committee | Member | 18 | Financial reporting and controls oversight |
| Risk Management Committee | Member | 16 | Risk oversight; CRO direct reporting |
| Executive Committee | Member | 0 | Acts between Board meetings; did not meet in 2024 |
Fixed Compensation
| Component | Structure | 2024 Amount (Hennes) |
|---|---|---|
| Annual cash retainer | $75,000 cash (paid quarterly) | Included in total fees |
| Committee member fees | $30,000 per Citi committee; $15,000 per Citibank committee (paid quarterly) | Included in total fees |
| Committee chair fees | $50,000 per Citi committee; $35,000 per Citibank committee (paid quarterly) | Included in total fees |
| Citibank, N.A. board fees | Member: $25,000; Chair: $50,000 (paid quarterly) | Included in total fees |
| Fees earned/paid in cash | Director cash fees | $360,000 |
| Stock award (deferred stock) | Annual grant (generally in early Jan) | $150,000 grant date fair value |
| Total director compensation | Cash + equity | $510,000 |
Notes:
- Directors may elect to receive all/part of committee and chair fees in common stock; Hennes did not elect to defer fees to be paid in stock in 2024 .
- Payments made in four equal quarterly installments per annum .
Performance Compensation
Directors receive an annual deferred stock award; Citi’s program for directors is primarily equity‑based but does not disclose performance metrics or PSUs for directors. Options are available under the 2019 Plan, but director awards disclosed here are deferred stock; a cap limits total director awards plus fees to $1 million annually (exceptions permitted for the non‑executive Chair) .
| Equity Award Detail (2024) | Metric | Value |
|---|---|---|
| Deferred stock granted (shares) | # of shares | 2,922 |
| Grant date | Date | January 2, 2024 |
| Grant date fair value | $ | $150,000 |
| Distribution timing | Vesting/distribution | Distributable approximately on first anniversary; directors may elect to defer beyond that date |
| Hedging/pledging | Policy | Directors are not permitted to hedge or pledge Citi stock |
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| RenaissanceRe Holdings Ltd. | Current public company directorship | Listed in Citi proxy biography; no interlocks with Citi’s compensation committee in 2024 |
| Compensation committee interlocks | None | No CPC interlocks; no CPC member had material interest in transactions with Citi |
Expertise & Qualifications
- Skills: Compensation, Financial Services, Risk Management, Legal/Regulatory & Compliance; audit/financial reporting expertise; CPA credential .
- Rationale: Experience across institutional risk management, trading, and regulatory advisory supports oversight of Citi’s risk and compensation frameworks .
Equity Ownership
| Measure | Value |
|---|---|
| Common stock beneficially owned (excluding options) | 36,390 shares |
| Options exercisable within 60 days | 0 |
| Receipt deferred (latest award pending distribution) | 2,117 shares |
| Total beneficial ownership (Rule 13d‑3 basis) | 38,507 shares |
| Aggregate deferred stock outstanding (end of 2024) | 35,977 shares |
| Ownership as % of outstanding | Less than 1% for any Director; Directors and executive officers as a group ~0.08% |
| Hedging/pledging | Prohibited for Directors and executive officers |
| Stock ownership commitment | Must retain 75% of equity awarded while serving on the Board |
Governance Assessment
- Board effectiveness: Chair of CPC and member of Audit/Risk committees; high meeting cadence in 2024 (Board 26; CPC 15; Audit 18; Risk 16) supports engagement; each incumbent Director met at least 75% attendance .
- Independence and conflicts: Board determined Hennes is independent; CPC reported no interlocks and no material interests; related‑party transactions involving Directors are subject to strict standards and were in ordinary course on market terms .
- Incentive alignment: Director pay is primarily equity‑based with a stock ownership commitment (retain 75% of equity awarded) and anti‑hedging/pledging policies; 2024 equity grant was $150,000 (2,922 shares) alongside $360,000 cash fees reflecting chair and multiple committee responsibilities .
- RED FLAGS: None observed in disclosures—no legal proceedings adverse to Citi; hedging/pledging prohibited; no compensation committee interlocks; director beneficial ownership well below 1% (standard for large‑cap boards) .
Overall signal: As CPC Chair with deep risk/regulatory background, Hennes contributes to compensation governance and cultural oversight; independence determinations and committee disclosures reduce conflict risk, and equity retention requirements and anti‑hedging policies support investor‑aligned oversight .