Ellen Costello
CITIGROUPAbout Ellen M. Costello
Ellen M. Costello, age 70, has served as an independent director of Citigroup Inc. since 2016 and joined the Citibank, N.A. board in 2024. She is the former President & CEO of BMO Financial Corporation and former U.S. Country Head for BMO Financial Group, with three decades of global banking experience across treasury, capital markets, personal and commercial banking, and risk. Current public company directorships: None; prior five years: Diebold Nixdorf, Inc.; other activities: Member, Economic Club of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Financial Corporation | President & CEO; U.S. Country Head, BMO Financial Group | 2011–2013 | Led U.S. operations; regulatory and governance oversight |
| BMO Harris Bank N.A., BMO Financial Group | Group Head, Personal & Commercial Banking U.S.; President & CEO | 2006–2011 | P&C strategy, regulatory compliance, financial reporting |
| BMO Financial Group (Capital Markets) | Vice Chairman & Head, Securitization and Credit Investment Management; Merchant Banking; Head NY Office | 2000–2006 | Corporate/investment banking, asset management |
| BMO Financial Group | EVP, Strategic Initiatives, Capital Markets Group | 2000 | Strategy initiatives |
| BMO Financial Group | EVP & Head, Global Treasury Group | 1997–1999 | Global treasury leadership |
| BMO Financial Group | SVP & Deputy Treasurer, Global Treasury | 1995–1997 | Treasury management |
| BMO Financial Group | Managing Director & Regional Treasurer, Asia Pacific, Global Treasury | 1993–1994 | Asia-Pacific treasury leadership |
| BMO Financial Group | MD & Head, North American Financial Product Sales, Global Treasury | 1991–1993 | Treasury product sales leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diebold Nixdorf, Inc. | Director (prior 5 years) | Not specified (within last 5 years) | Global operations/fintech exposure |
| DH Corporation | Director (prior) | Not specified | Financial technologies experience |
| Economic Club of Chicago | Member | Current | Civic/business engagement |
Board Governance
- Independence: The Board determined Ms. Costello is independent under NYSE/SEC/FDIC standards; NGPA Committee reviewed related relationships and confirmed compliance .
- Audit Committee: Member; Chair: James S. Turley; 18 meetings in 2024; designated an SEC “audit committee financial expert”; financially literate under NYSE rules .
- Risk Management Committee: Member; Chair: Duncan P. Hennes; 16 meetings in 2024 .
- Attendance/Engagement: Board met 26 times; each incumbent director attended at least 75% of Board and relevant committee meetings in 2024; non-management directors held executive sessions at every regularly scheduled Board meeting .
- Citibank, N.A.: Director since 2024 (subsidiary board) .
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | James S. Turley | 18 | Audit committee financial expert; independence affirmed |
| Risk Management | Member | Duncan P. Hennes | 16 | Oversight of firm-wide risk framework |
Fixed Compensation
- Citi’s director pay is primarily equity-based; no meeting fees; hedging/pledging of Citi stock by directors prohibited .
- Committee fee schedule (Citi committees): Member $30,000; Chair $50,000. Citibank, N.A. board: Member $25,000; Citibank committee member $15,000. Non-executive Chair fee (Citi) $500,000; TOC member fee $20,000 .
- Retainer/Equity construct: The Retainer and Deferred Stock Award together total $225,000 (components applicable to all directors) .
| Component (2024) | Amount/Details | Source |
|---|---|---|
| Fees Earned or Paid in Cash (SEC presentation) | $243,750 | 2024 Director Compensation table |
| Stock Awards (Grant-date fair value) | $150,000 | Annual Deferred Stock Award |
| Total 2024 Director Compensation | $393,750 | SEC table |
| Fees Paid Currently in Cash | $18,750 | Election schedule |
| Fees Deferred to Stock – Units | 3,535 units | In lieu of cash retainer/committee fees |
| Fees Deferred to Stock – Value | $225,000 | In lieu of cash retainer/committee fees |
Notable alignment signal: Ms. Costello elected to receive all 2024 Citi cash retainer and committee fees in deferred stock (except $18,750 paid currently in cash) .
Performance Compensation
Non-employee director equity is time-based (not performance-metric based). Annual director stock awards are granted in January; the common stock subject to the award becomes distributable approximately on the first anniversary of the grant. No performance metrics or bonus plans apply to non-employee directors .
| Award Type | Performance Metrics | Vesting/Distribution | 2024 Grant Detail |
|---|---|---|---|
| Deferred Stock Award (annual) | None (time-based) | Distributable ~1 year after grant | 2,922 shares; $150,000 grant-date fair value |
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Citibank, N.A. (subsidiary) | Current | Director (since 2024) | Subsidiary board; additional member fees per schedule |
| Diebold Nixdorf, Inc. | Prior (within last 5 years) | Director | Prior public company board service |
| DH Corporation | Prior | Director | Prior board service in fintech |
- No current public company directorships; Audit Committee service count compliant with “no more than three” audit committees guideline .
Expertise & Qualifications
- Financial services leadership (CEO, U.S. Country Head), risk management, financial reporting, operations/technology, and regulatory/compliance across U.S., Canada, and Asia .
- Designated Audit Committee Financial Expert; financially literate under NYSE rules .
- Experience spanning global treasury, capital markets, securities, trading, and asset management; enhances regulatory/stakeholder engagement .
Equity Ownership
- Stock ownership commitment: Directors must retain 75% of equity awarded while serving on the Board; hedging/pledging prohibited .
| Metric (as of dates shown) | Shares/Value | Source |
|---|---|---|
| Common Stock Beneficially Owned (excl. options) as of Mar 3, 2025 | 70,590 | Beneficial Ownership table |
| Owned with family/trust as of Mar 3, 2025 | 600 | Beneficial Ownership table |
| Total Beneficial Ownership as of Mar 3, 2025 | 71,190 | Beneficial Ownership table |
| Receipt Deferred (shares subject to award with deferred receipt) | 2,117 | Beneficial Ownership table |
| Total Ownership (Section 16 basis) | 73,307 | Beneficial Ownership table |
| Aggregate Deferred Stock Outstanding at Dec 31, 2024 | 66,669 | DSU outstanding schedule |
At March 3, 2025, no director or executive officer beneficially owned more than 1% of Citi’s outstanding common stock; directors and executive officers as a group owned ~0.08% .
Governance Assessment
- Alignment and incentives: Strong alignment given election to receive essentially all 2024 retainer/committee fees in stock ($225,000 deferred into 3,535 units), plus standard annual $150,000 stock award; robust 75% stock retention requirement and anti-hedging/pledging policy reinforce long-term alignment .
- Independence and conflicts: Independence affirmed after NGPA’s related-party review; no related-party transactions requiring disclosure; no adverse legal proceedings disclosed involving directors .
- Effectiveness and engagement: Serves on both Audit (financial expert) and Risk Management committees, which held 18 and 16 meetings, respectively; all incumbents met the ≥75% attendance expectation; frequent executive sessions of non-management directors indicate rigorous oversight .
- Director pay structure: Program is primarily equity-based with no meeting fees; committee fees are transparent and modest relative to duties; director award and fees capped by plan governance; non-executive Chair compensation separately disclosed and below plan cap .
- RED FLAGS: None identified. No hedging/pledging, no meeting fees, independence confirmed, and no related-party or legal concerns disclosed .