Jane N. Fraser

Since March 1, 2021

Age

57 years

Education

Holds a strong background in finance and business, evidenced by involvement with the Council on Foreign Relations, Harvard Business School Board of Dean’s Advisors, and the Stanford Advisory Board.

Tenure

Joined C in 2004 and advanced through leadership roles in strategy, private banking, consumer and Latin America operations, global consumer banking, and as President, before becoming CEO in March 2021.

Also at Citigroup Inc

Titi Cole

Director

MALM

Mark A. L. Mason

CFO

Patrick Scally

Interim Controller

About

Jane N. Fraser is recognized for her extensive experience in the financial industry, having built a career that spans more than two decades at C. She started her journey in 2004 and steadily progressed through multiple leadership positions, gaining expertise in strategy, private banking, consumer operations, and international markets.

At the helm as the first woman CEO of a major global bank since March 2021, she has steered the company with a focus on risk management, regulatory compliance, and sustainable business practices. Her leadership reflects a blend of strategic vision and operational excellence that has redefined the bank’s approach to global finance.

In addition to her corporate responsibilities, she plays an active role in influential financial and policy circles through her participation in organizations such as the Council on Foreign Relations, and advisory boards at Harvard Business School and Stanford University. This involvement underscores her commitment to shaping industry trends and advancing financial discourse.

Overall, her journey is a testament to her dedication, strategic insight, and ability to drive transformative change at C, marking her as a trailblazer in the financial world.

$C Performance Under Jane N. Fraser

Past Roles

Organization	Role	Date Range	Details
Citigroup Inc.	President of Citi	October 2019 - February 2021	Former role; held until promotion
Citigroup Inc.	Chief Executive Officer, Global Consumer Banking	2019 - 2020	Former role
Citigroup Inc.	Chief Executive Officer, Citi Latin America	2015 - 2019	Former role
Citigroup Inc.	CEO, U.S. Consumer and Commercial Banking and CitiMortgage	2013 - 2015	Former role
Citigroup Inc.	Global Head of Citi Private Bank	2009 - 2013	Former role
Citigroup Inc.	Global Head of Strategy and Mergers & Acquisitions	2007 - 2009	Former role

External Roles

Organization	Role	Date Range	Details
Council on Foreign Relations	Member	N/A	Active board role
Harvard Business School	Board Member, Board of Dean's Advisors	N/A	Active board role
Stanford University	Advisory Board Member	N/A	Active advisory role

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1.5 million	Cash	Fixed base salary for 2024

Performance Compensation

Data from FY 2024

Cash Incentive

Details	Information
Amount	$4.95 million
Percentage	15% of total incentive award
Payment	Cash (no vesting schedule)

*No additional performance metrics or thresholds provided for the cash component. *

Deferred Incentive

This component is a blend of Deferred Stock and Performance Share Units (PSUs) with a total incentive award of $33 million.

Deferred Stock

Details	Information
Amount	$11.55 million
Percentage	35% of total incentive award
Vesting	Vests ratably over four years subject to performance conditions

Performance Share Units (PSUs)

Details	Information
Amount	$16.5 million
Percentage of Total Incentive	50%
Performance Metrics	- Weighted Average Return on Tangible Common Equity (50% weight)
	- Cumulative Tangible Book Value Per Share (50% weight)
Payout Range (Threshold/Target/Cap)	0% to 150% of target PSUs; capped at 100% if TSR is negative
Vesting Schedule	Vests after three years (performance period from 2025 to 2027)
Grant Date	February 13, 2025
Grant Date Fair Value/Stock Price	$81.432 (calculated using the five-day average closing price)
Additional Details	Dividend equivalents accrue and are paid on earned PSUs; PSUs settled in cash

In summary, the performance compensation for 2024 comprises a cash incentive and a deferred incentive with both fixed and performance-based elements. Actual payouts for the deferred components depend on the achievement of the outlined performance metrics and conditions as detailed above.