Grace Dailey
CITIGROUPAbout Grace Dailey
Grace E. Dailey, age 64, is an independent director of Citigroup Inc. (C) since 2019 and a director of Citibank, N.A. since 2020; she is a former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner at the OCC with 36 years of regulatory experience, and is designated by Citi’s Board as an SEC “audit committee financial expert.” She brings skills in Financial Reporting, Financial Services, Legal/Regulatory & Compliance, and Risk Management and serves on Citi’s Audit Committee and Risk Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Senior Deputy Comptroller for Bank Supervision Policy; Chief National Bank Examiner | 2016–2019 | Led national bank supervision policy; deep prudential oversight experience |
| OCC | Assistant Deputy Comptroller | 2015–2016 | Supervision leadership |
| OCC | Examiner-in-Charge – U.S. Bank | 2010–2015 | Large-bank examination leadership |
| OCC | Deputy Comptroller – Large Bank Supervision | 2001–2010 | Oversight of large-bank supervision |
| OCC | Examiner-in-Charge – Citibank, N.A. | 1997–2001 | Direct oversight of Citibank N.A. examination |
| OCC | Various roles | 1983–1997 | Progressive supervisory roles |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Citibank, N.A. (subsidiary of Citi) | Director | Since 2020 | Listed among current Citibank, N.A. board members |
| Other public company directorships | None | — | None in current or past 5 years |
| Other activities | None | — | None disclosed |
Board Governance
- Committee assignments: Audit Committee (member; designated “audit committee financial expert”), Risk Management Committee (member) .
- Independence: Board determined Dailey is independent under NYSE/SEC/FRB/FDIC standards .
- Attendance: The Board met 26 times in 2024; Audit met 18; Risk met 16; each incumbent director attended at least 75% of Board and committee meetings .
- Executive sessions: Non‑management directors met in executive session at each regularly scheduled Board meeting .
- Subsidiary board: Serves on Citibank, N.A. board (adds oversight depth at the bank subsidiary) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $228,333 |
| Stock Awards (Deferred Stock Award) | $150,000 |
| Total | $378,333 |
| 2024 Deferred Stock Granted (units) | 2,922 units (grant date 1/2/2024) |
| Election (cash vs. stock for retainers/fees) | Paid currently in cash; no deferral election indicated for 2024 |
Director fee schedule (structure):
- Annual cash retainer $75,000; annual deferred stock award $150,000 (generally granted early January; distributable on first anniversary; pro‑rated forfeiture before age 72 if depart mid‑year) .
- Committee fees per Citi board: Chair $50,000; Member $30,000. Citibank, N.A. board: Chair $35,000; Member $25,000. No meeting fees; fees may be taken in stock; paid quarterly .
- Program characteristics: Primarily equity‑based; no meeting fees; hedging/pledging prohibited; director awards + cash capped at $1 million (higher cap may apply only to non‑executive Chair; actual below cap) .
Performance Compensation
| Award Type | Performance Metric(s) | Vesting/Distribution | Notes |
|---|---|---|---|
| Deferred Stock (non‑employee director) | None (not performance‑conditioned) | Generally distributable on 1st anniversary of grant; directors may elect to defer receipt | Directors receive time‑based deferred stock; 2019 plan permits various award types but director comp uses deferred stock (time‑based) |
Citi’s non‑employee directors do not receive performance‑conditioned PSUs/options; compensation consists of cash retainers/fees and time‑based deferred stock awards .
Other Directorships & Interlocks
| Category | Company | Role/Details |
|---|---|---|
| Current public company boards | — | None |
| Prior public boards (last 5 years) | — | None |
| Subsidiary boards | Citibank, N.A. | Director |
| Noted interlocks/conflicts | — | No related‑party relationships disclosed; Board affirmed independence |
Expertise & Qualifications
| Qualification area | Evidence |
|---|---|
| Audit committee financial expert | Board determined Dailey qualifies under SEC definition |
| Financial Reporting; Financial Services; Legal/Regulatory & Compliance; Risk Management | Listed skills/qualifications in director biography |
| Large bank supervision and regulatory oversight | Former Senior Deputy Comptroller and Chief National Bank Examiner; 36‑year OCC tenure |
Equity Ownership
| Ownership detail | Amount |
|---|---|
| Common Stock Beneficially Owned (excluding options) | 14,284 |
| Options exercisable within 60 days | — |
| Total Beneficial Ownership | 14,284 |
| “Receipt Deferred” (unsettled deferred shares per table) | 2,117 |
| Total Ownership (Beneficial + Receipt Deferred) | 16,401 |
| Deferred Stock Outstanding at 12/31/2024 (director program) | 3,023 |
Alignment policies and restrictions:
- Stock ownership commitment: Directors must retain 75% of equity awarded while serving on the Board .
- Hedging/pledging: Prohibited for directors and Section 16 officers; categorical restrictions on personal transactions/relationships and IPO allocations further reduce conflicts .
Governance Assessment
- Strengths for investor confidence: Independent director with deep U.S. prudential regulatory credentials; serves on Audit and Risk Committees and is designated an audit committee financial expert—directly relevant to Citi’s transformation and risk/control priorities .
- Engagement/attendance: Board and key committees were highly active in 2024 (Board 26 meetings; Audit 18; Risk 16) and all incumbent directors met the ≥75% attendance threshold, indicating robust engagement .
- Pay and alignment: Director pay is modest, largely equity‑based, and governed by retention/anti‑hedging rules; Dailey received $228,333 cash and $150,000 deferred stock in 2024 with no meeting fees, consistent with a standard, shareholder‑aligned structure .
- Conflicts/related‑party exposure: Board affirmatively determined independence; no other public company boards or related‑party transactions disclosed for Dailey; Citi maintains strict related‑party review procedures and categorical standards limiting conflicts .
No red flags identified specific to Dailey’s independence, attendance, pay practices, or related‑party exposure in the latest proxy disclosures .