James Turley
CITIGROUPAbout James S. Turley
James S. Turley (age 69) is an independent director of Citigroup Inc. and Citibank, N.A., serving since 2013; he is the former Global Chairman and CEO of Ernst & Young (2001–2013), with prior service as Regional Managing Partner (1994–2001) . He is currently Chair of Citi’s Audit Committee and a member of the Risk Management Committee, and is recognized as an SEC “audit committee financial expert” and financially literate under NYSE rules . The Board determined Turley is independent under Citi’s Corporate Governance Guidelines and applicable NYSE, SEC, Federal Reserve, and FDIC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Global Chairman & CEO | 2001–2013 | Led a major public accounting firm; experience in compensation, litigation, corporate governance; diversity leadership (Catalyst Crystal Leadership Award) . |
| Ernst & Young | Regional Managing Partner | 1994–2001 | Senior operating leadership across U.S. and international markets . |
| Boy Scouts of America | Past Chair | Not specified | Non-profit leadership . |
| Municipal Theatre Association of St. Louis | Past Chair | Not specified | Community leadership . |
| Forest Park Forever | Board Member | Not specified | Non-profit board service . |
| Concordance | Board Member | Not specified | Non-profit board service . |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Emerson Electric Co. | Director | Current | Listed as other public company directorship . |
| Northrop Grumman Corporation | Director | Current | Listed as other public company directorship . |
| Precigen, Inc. | Director | Current | Listed as other public company directorship . |
| Citibank, N.A. | Director | Since 2013 | Serves on the bank subsidiary board . |
Board Governance
| Committee | Role | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Audit Committee | Chair | 18 | Financial reporting integrity; internal controls; Internal Audit; independent auditors; control remediation; ESG disclosure controls; Chief Auditor compensation; compliance with legal/regulatory requirements . |
| Risk Management Committee | Member | 16 | Enterprise Risk Management Framework; key risk policies; oversight of risk profile; GRR function; conduct risk; CRO/CCO access to Board . |
- Board met 26 times in 2024; each incumbent director attended at least 75% of Board and committee meetings of which they were a member; non-management directors met in executive session at each regular Board meeting .
- Audit Committee Report signed March 14, 2025, with selection of KPMG LLP as independent registered public accounting firm for 2025; committee affirmed auditor independence and recommended inclusion of audited 2024 financial statements in Form 10-K .
- Audit Committee Report for 2023 signed March 13, 2024, similarly affirming independence and recommending inclusion of audited 2023 financial statements; KPMG selected for 2024 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 278,333 | 150,000 | 428,333 |
| 2023 | 260,000 | 150,000 | 410,000 |
| 2024 Cash vs Deferred Election | Fees Paid Currently in Cash ($) | Deferred Fees in Stock – Units | Deferred Fees in Stock – Value ($) |
|---|---|---|---|
| James S. Turley | 278,333 | — | — |
Director fee schedule (context for pay mix):
- Annual cash retainer: $75,000; annual deferred stock award: $150,000 (generally granted early January; distributable on first anniversary; forfeiture pro rata if resign/retire before age 72) .
- Committee fees: Chair of Audit/Compensation/Risk/Technology/ad hoc: $50,000; Chair of other committees: $35,000; Members of Audit/Compensation/Risk/Technology/ad hoc: $30,000; Members of Nominating, Governance & Public Affairs (NGPA): $15,000; TOC Chair: $50,000; TOC member: $30,000; TOC Program Lead: $20,000; Citibank, N.A. non-employee director retainer: $25,000; Citibank, N.A. Chair fee: $50,000 .
Program guardrails:
- Primarily equity-based compensation; no meeting fees; no director retirement program; hedging and pledging of Citi stock prohibited; $1 million annual cap on combined awards and cash fees (exception possible for non-executive Chair) .
Performance Compensation
| Year | Deferred Stock Granted (#) | Grant Date Fair Value ($) | Notes |
|---|---|---|---|
| 2024 | 2,922 | 150,000 | Grant date January 2, 2024; grant price based on avg NYSE closing prices of prior five trading days . |
| 2023 | 3,353 | 150,000 | Grant date January 2, 2023; similar pricing methodology . |
Performance metric structure for director equity awards:
- Performance conditions: None disclosed for director deferred stock; awards are time-based with distribution generally on the first anniversary; directors may elect to defer receipt beyond that date .
- Ownership commitment: Directors must retain 75% of equity awarded while serving on the Board; hedging/pledging prohibited .
- Award limits: Combined stock awards and cash fees capped at $1 million per calendar year for directors; plan specifies option/SAR pricing at FMV and max 10-year term, but stock options are not indicated as part of director compensation .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Context |
|---|---|---|
| Emerson Electric Co. | Diversified industrial | Listed as external public board; no related-party transactions disclosed with Citi . |
| Northrop Grumman Corporation | Defense | Listed as external public board; Board reviewed relationships and determined independence . |
| Precigen, Inc. | Biotechnology | Listed as external public board; Board reviewed relationships and determined independence . |
- Citi’s procedure for related party transactions assigns review to NGPA Committee (or its Chair) and Compensation Committee for employment/compensation-related matters; transactions >$120,000 involving related persons require committee review; Turley does not have disclosed related party transactions with Citi .
Expertise & Qualifications
- SEC-defined audit committee financial expert; financially literate under NYSE rules; deep experience in financial reporting, regulatory compliance, internal audit, legal matters, and risk management .
- Diversity advocate (former Chairman of Catalyst board; Crystal Leadership Award for supporting equal marketplace access for women) .
Equity Ownership
| Date | Common Stock Beneficially Owned (Excl. Options) | Receipt Deferred (Shares) | Total Ownership (Shares) |
|---|---|---|---|
| March 3, 2025 | 37,515 | 2,117 | 39,632 |
| March 4, 2024 | 33,390 | 2,922 | 36,312 |
| Deferred Stock Outstanding (End of Year) | 2023 | 2024 |
|---|---|---|
| James S. Turley | 31,852 | 35,977 |
- No director or executive officer beneficially owned more than 1% of Citi common stock as of March 4, 2024; directors/executives as a group owned ~0.08% .
- Directors must retain 75% of equity awarded during Board service; hedging and pledging are prohibited by policy .
Governance Assessment
- Board effectiveness: Turley chairs the Audit Committee and is a designated audit committee financial expert, enhancing oversight of financial reporting, internal controls, and auditor independence; he co-signed Audit Committee reports in 2024 and 2025 that recommended inclusion of audited financials and affirmed auditor independence .
- Engagement: The Board met 26 times in 2024; Audit met 18 times and Risk met 16; all directors met at least the 75% attendance expectation; Turley also serves on Citibank’s Board, indicating high engagement across core risk and financial control domains .
- Independence and conflicts: The Board reviewed director relationships and deemed Turley independent; Citi has robust related-party review procedures and no Turley-related party transactions are disclosed; hedging and pledging bans further align director and shareholder interests .
- Pay-for-performance alignment for directors: Compensation is primarily equity-based via deferred stock awards with time-based distribution and strong ownership retention requirements; no meeting fees or retirement benefits; caps limit pay inflation risk .
RED FLAGS: None disclosed specific to Turley—no related-party transactions, no legal proceedings adverse to Citi, and policy prohibits pledging/hedging of Citi stock .
Contextual observation: Turley serves on three external public boards in addition to Citi, within Citi’s guideline limit (≤ five for-profit boards; audit committee members limited to ≤ three audit committees), and the Board annually evaluates outside commitments and determined nominees can devote sufficient time .