Gary Reiner
CITIGROUPAbout Gary M. Reiner
Gary M. Reiner, age 70, has served as an independent Director of Citigroup Inc. since 2013. He was Operating Partner at General Atlantic LLC from September 2010 to December 2024, previously Senior Vice President and Chief Information Officer at General Electric (1996–2010) and a Partner at Boston Consulting Group (1986–1990). He currently serves on the board of Hewlett Packard Enterprise Company and previously served on the board of Box, Inc., bringing deep technology, cybersecurity, and governance expertise to Citi’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Atlantic LLC | Operating Partner | Sep 2010 – Dec 2024 | Broadened expertise in technology and management at a global PE firm |
| General Electric Company | SVP & Chief Information Officer | 1996 – 2010 | Led IT for a complex multinational; strategic planning and technology innovation |
| Boston Consulting Group | Partner | 1986 – 1990 | Focused on strategic issues for technology businesses; cybersecurity advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise Company | Director | Current | Chair of HPE’s Nominating, Governance and Social Responsibility Committee |
| Box, Inc. | Director | Prior 5 years | Board service concluded within last five years |
Board Governance
- Committee memberships: Compensation, Performance Management & Culture; Nomination, Governance & Public Affairs; Technology (member, not chair) .
- Independence: Board determined Reiner is independent under NYSE and Citi standards .
- Attendance: Board met 26 times in 2024; each incumbent Director attended at least 75% of Board and relevant committee meetings; all Directors then in office attended the 2024 Annual Meeting .
- Committee meeting cadence (context): Compensation (15), Nomination/Governance (7), Technology (11) meetings in 2024 .
Fixed Compensation
| Component | Structure/Value | 2024 Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Citi standard for non-employee Directors |
| Deferred stock award | $150,000 grant in January (deferred stock; typically distributable ~1 year post-grant; pro-rata forfeiture < age 72 if leaving mid-year) | Granted Jan 2, 2024; 2,922 deferred shares valued at $150,000 |
| Committee/other fees | Included in “Fees Earned or Paid” | Reiner’s 2024 “Fees Earned or Paid” totaled $180,000 |
| 2024 total compensation | $330,000 | $180,000 fees + $150,000 stock awards |
| Form of payment election | Stock in lieu of cash | Reiner elected to receive 100% of cash retainers in stock; 2,819 shares distributed in 2024 (not deferred) |
| Director awards cap | $1,000,000 annual cap (cash + equity), exception allowed only for non-executive chair | Policy limit under 2019 Stock Incentive Plan |
Performance Compensation
Directors do not receive performance-based equity (e.g., PSUs) at Citi; director pay is primarily equity-based via deferred stock to align with shareholders, with robust stock ownership commitments and hedging/pledging prohibitions .
| Equity Grant (2024) | Shares (#) | Grant Date Fair Value ($) | Grant Date | Valuation Method |
|---|---|---|---|---|
| Deferred Stock Award | 2,922 | $150,000 | Jan 2, 2024 | Avg NYSE close prior 5 trading days |
Other Directorships & Interlocks
| Company | Sector/Relationship to Citi | Role/Committee | Potential Interlock Considerations |
|---|---|---|---|
| Hewlett Packard Enterprise Company | Enterprise technology supplier (industry context) | Director; Chair, Nominating, Governance & Social Responsibility | Board determined Reiner’s independence; related-party transactions are reviewed under strict guidelines; no Reiner-specific related-party disclosures noted |
| Box, Inc. (prior) | Enterprise software | Former Director | Prior service only; no current interlock at Citi |
Expertise & Qualifications
- Technology, cybersecurity, and data management; compensation and corporate governance; international business—drawn from GE CIO tenure, BCG, and PE operating partner experience .
- Serves on Citi’s Technology Committee overseeing Generative AI, cyber, data quality metrics, and technology transformation .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned (excluding options) | 43,583 shares |
| Options exercisable within 60 days | 0 |
| Deferred stock (receipt deferred) | 2,117 shares |
| Total ownership (incl. deferred) | 45,700 shares |
| Ownership % of outstanding shares | <1% (none of Directors >1%) |
| Director stock retention commitment | Must retain 75% of equity awarded while serving on Board |
| Hedging/pledging | Prohibited for Directors and executive officers |
Governance Assessment
- Strengths: Independent director with deep technology and data oversight; active membership on Compensation, Nomination/Governance, and Technology committees; robust attendance; equity-heavy pay with stock ownership commitments and no hedging/pledging—supports alignment and board effectiveness .
- Compensation signal: 2024 compensation of $330,000 with election to take cash retainers entirely in stock (2,819 shares) and standard deferred stock grant (2,922 shares) indicates skin-in-the-game and alignment with shareholder outcomes; within plan caps and consistent with program design .
- Conflicts/related-party: Board affirmed Reiner’s independence; Citi’s rigorous related-party transaction procedures apply; no Reiner-specific related-party transactions disclosed. Directors cannot hedge/pledge Citi stock, and business relationships must be ordinary course at market terms—mitigating conflict risk .
- RED FLAGS: None disclosed specific to Reiner (no legal proceedings; no compensation committee interlocks; no pledging/hedging; no related-party transactions involving Reiner noted). Monitoring point: External board at a major technology supplier (HPE) warrants ongoing oversight via Citi’s independence standards and related-party review framework .