Jane Fraser
CITIGROUPAbout Jane Fraser
Jane N. Fraser (age 57) is Chief Executive Officer of Citigroup Inc. since February 26, 2021 and a Director of Citigroup Inc. and Citibank, N.A. since 2020 . In 2024, Citi reported net income up ~37%, revenues up 3% (5% ex-divestitures), RoTCE of ~7%, CET1 of 13.6%, and returned $6.7B to shareholders; one‑year TSR was 42% (three‑year (31.5%), five‑year 6.8%) . Governance is overseen by an independent Chair, with Ms. Fraser classified as not independent (CEO/Director), and she does not serve on board committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup Inc. | CEO | 2021–present | Leads transformation, organizational simplification, and strategic exits . |
| Citigroup Inc. | President | 2019–2021 | Top-of-house leadership before CEO appointment . |
| Citi Global Consumer Banking | CEO | 2019–2020 | Led global consumer strategy and operations . |
| Citi Latin America | CEO | 2015–2019 | Led regional institutional and consumer businesses . |
| U.S. Consumer & Commercial Banking and CitiMortgage | CEO | 2013–2015 | Led U.S. retail and mortgage businesses . |
| Citi Private Bank | Global Head | 2009–2013 | Led global private banking franchise . |
| Citigroup Inc. | Global Head of Strategy & M&A | 2007–2009 | Corporate strategy and M&A leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Financial Services Forum | Chair | Current |
| Council on Foreign Relations | Board Member | Current |
| Harvard Business School | Board of Dean’s Advisors | Current |
| Stanford Advisory Board | Member | Current |
| Business Roundtable | Member | Current |
| Partnership for New York City | Member | Current |
Fixed Compensation
Multi-year CEO pay decisions (committee awards basis, not GAAP SCT):
| Metric ($MM) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation (Committee decision) | 24.5 | 26.0 | 34.5 (Base $1.5; Incentive $33.0) |
| Equity Weighting of Incentive | — | 85% equity; 15% cash | 85% equity; 15% cash |
2024 award components (committee decision basis):
| Component ($MM) | Amount |
|---|---|
| Salary | 1.5 |
| Cash Bonus | 5.0 |
| Deferred Stock (RSU) | 11.6 |
| Performance Share Units (PSU) | 16.5 |
| Total | 34.5 |
SEC Summary Compensation Table (reported values, GAAP):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,500,000 | 4,950,000 | 24,656,800 | — | 20,700 | 31,127,500 |
| 2023 | 1,500,000 | 3,675,000 | 18,701,013 | 1,562,500 | 19,800 | 25,458,313 |
| 2022 | 1,500,000 | 3,450,000 | 15,533,265 | 1,562,500 | 18,300 | 22,064,065 |
Perquisites/pensions: Citi discloses “no excessive perks” and no executive pensions; Ms. Fraser’s 2024 “All Other Compensation” was 401(k) match of $20,700 .
Performance Compensation
PSU program design (awards granted 2025 for 2024 performance):
- Metrics/weights: Weighted Average RoTCE (50%) and Cumulative TBVPS (50%); period 1/1/2025–12/31/2027; relative RoTCE uses change vs peer group (BAC, BCS, DB, GS, HSBC, JPM, MS, UBS, WFC); PSUs capped at target if three-year TSR is negative; cliff vest after three years and pay in cash linked to 20‑day average stock price prior to vest date; subject to cancellation/clawback .
- 2021 PSU cycle (performance 2022–2024) payout: 66.4% of target PSUs earned; payout value equal to 78.9% of initial value .
Select 2024 (granted 2/15/2024 for 2023 performance) awards for Ms. Fraser:
| Grant Type | Grant Date | Target Units/Value | Vesting |
|---|---|---|---|
| Deferred Stock Award | 2/15/2024 | 159,422 units ($8.575MM) | 25% annually starting 1/20/2025 |
| PSU (2024–2026 performance) | 2/15/2024 | 227,745 target units ($16.082MM) | Cliff on 1/20/2027; performance conditions apply |
Clawbacks and risk alignment:
- Awards include cancellation/clawback triggers for misconduct, MAO, inaccurate reporting, risk limit breaches, fraud/restatements; SEC 10D‑1 policy adopted .
- Covered-employee risk adjustments can range from –100% to +25% of total compensation under CART/risk framework .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Amount |
|---|---|
| Common Stock Beneficially Owned (excl. options) | 270,038 shares |
| Deferred Receipt (Director or executive program units) | 356,380 |
| Total Ownership (per Section 16 filings) | 626,418 |
| Ownership as % of Shares Outstanding | ~0.03% (626,418 / 1,881.6MM) |
| Group Ownership (30 directors/executives) | ~0.08% |
| Hedging/Pledging | Prohibited for executives/directors |
| Stock Ownership/Holding Commitment | Hold 75% of equity awarded while in office; 50% for one year post‑executive status |
Unvested awards snapshot and vesting cadence (as of 12/31/2024):
- Deferred Stock Awards (DSA): 31,814 (2/10/2022, 4‑yr vest from 1/20/2023); 118,605 (2/16/2023, 4‑yr vest from 1/20/2024); 159,422 (2/15/2024, 4‑yr vest from 1/20/2025) .
- PSUs: 225,915 (2/16/2023, 3‑yr performance through 2025); 227,745 (2/15/2024, 3‑yr performance through 2026); prior 105,623 PSUs (2/10/2022) earned at 66.4% for 2022–2024 cycle .
- Insider selling pressure lens: DSA from 2/15/2024 vests ~39,856 shares per year (25% of 159,422) starting 1/20/2025; additional annual tranches from earlier DSAs also vest, while PSUs are performance‑contingent and cliff/partial vest in 2027–2029 .
Employment Terms
- No guaranteed executive severance or “golden parachute” agreements; termination pay for U.S. executives is capped at broad‑based benefits ($500,000) absent shareholder approval; no excise tax gross‑ups .
- Change of control: double‑trigger vesting required under the 2019 Plan—no single‑trigger acceleration; definition of CoC is not “liberal” .
- Potential payments table (value of outstanding awards that would continue vesting on schedule, assuming 12/31/2024 event): for Ms. Fraser, Deferred Stock Awards $23,203,219 and PSUs $39,367,931 for involuntary termination not for gross misconduct, voluntary resignation/retirement, or disability/death; no automatic acceleration upon CoC .
Performance & Track Record
Selected 2024 outcomes considered in CEO pay decisions:
| Metric | 2024 Result |
|---|---|
| Net Income | Up ~37% YoY |
| Revenues | Up 3% YoY (5% ex-divestitures) |
| RoTCE | ~7% (up ~210 bps YoY) |
| TBVPS | Up 4% YoY |
| CET1 | 13.6% |
| Shareholder Returns | 1‑yr TSR 42.0%; 3‑yr (31.5%); 5‑yr 6.8% |
Strategic execution (select disclosures):
- Organizational simplification: refocused on five interconnected businesses (Services, Markets, Banking, Wealth, USPB); flattened management; exits/wind‑downs: 14 consumer markets (nine closed), China/Korea/Russia near complete; Banamex consumer/SME separation completed to enable IPO; Poland consumer sale in process .
- Commercial wins: exclusive issuer for American Airlines AAdvantage co‑brand (from 2026), expected to accelerate Branded Cards; $25B private credit/direct lending program with Apollo (with partners) .
- Transformation/regulatory: July 2024 FRB/OCC actions and civil money penalties (~$61MM FRB, ~$75MM OCC) due to slower progress in data quality/regulatory reporting; governance and investment increased; transformation bonus Tranche 3 performance achievement set at 53% (68% payout including TSR indexing) .
Board Governance
- Role and independence: CEO and Director of Citigroup Inc.; not independent; does not serve on board committees; also Director of Citibank, N.A. .
- Board structure: Independent Chair since 2009; if no independent Chair, Lead Independent Director required; non‑management directors meet in executive session at each regularly scheduled board meeting; 26 board meetings in 2024; all incumbents met ≥75% attendance .
- Director pay: Employee directors do not receive director compensation; non‑employee director program is primarily equity‑based; hedging/pledging prohibited .
- Say‑on‑Pay: 93% favorable vote at the 2024 Annual Meeting; 2025 Say‑on‑Pay proposed (Proposal 3) .
Compensation Committee Analysis
- Committee and advisor: Compensation, Performance Management and Culture Committee members—Duncan P. Hennes (Chair), Peter B. Henry, Renée J. James, Gary M. Reiner, Diana L. Taylor, Casper W. von Koskull; independent consultant FW Cook (independent since 2012) .
- Process: CART framework across four pillars (Risk & Control, Financial, Client & Franchise, Leadership); market benchmarks used as starting point and adjusted based on pillar performance and accountability .
- Peer groups: 13‑member group (AIG, AXP, BAC, BK, COF, GS, JPM, MET, MS, PNC, PRU, USB, WFC) and a core peer set of large U.S. global banks (BAC, GS, JPM, MS, WFC) for role benchmarking .
- Governance safeguards: robust clawbacks/cancellation, no single‑trigger CoC vesting, no repricing, no gross‑ups, strong ownership/holding policies .
Risk Indicators & Red Flags
- Regulatory headwinds: 2024 FRB/OCC civil money penalties and consent order amendments tied to data governance and reporting; management increased investments and governance in response .
- Hedging/pledging: Prohibited for executives/directors (alignment positive) .
- Option repricing: Prohibited; plan disallows discounted options/SARs and repricing without shareholder approval .
- Pay practices: No excessive perks or executive pensions; strong equity weighting and risk‑adjusted pay support alignment; 2024 Say‑on‑Pay 93% supports shareholder acceptance .
Investment Implications
- Pay-for-performance alignment improved: 2024 comp increase reflects measurable financial progress and TSR improvement, with 85% of incentive equity‑based and PSU payouts below target for the 2022–2024 cycle (66.4% earned), indicating rigor and link to outcomes .
- Supply/vesting lens: Deferred stock vests ratably over four years (e.g., ~39.9k shares/year from the 2/15/2024 DSA), implying steady potential selling pressure; PSU vesting is performance‑contingent and back‑weighted (cliff in 2027 for 2024 grant), moderating near‑term supply .
- Retention and leadership rebuild: Board highlights Ms. Fraser’s talent attraction/retention and structural simplification; however, regulatory remediation remains the key execution risk and Board has signaled accountability in incentive outcomes (e.g., transformation bonus tranche 3 at 53%) .
- Governance mitigants: Independent Chair, no pledging/hedging, strong clawbacks, and no single‑trigger CoC vesting reduce governance risk; high Say‑on‑Pay support (93%) suggests investor tolerance for current incentive design during transformation .
Note: Where targets, non‑compete/non‑solicit, or consulting terms are not explicitly disclosed in the proxy, they are omitted. All values and terms above reflect Citi’s 2025 Proxy Statement unless otherwise noted.