John Dugan
CITIGROUPAbout John C. Dugan
Independent Chair of Citigroup’s Board since January 2019; Director since 2017. Age 69 at record date. Former U.S. Comptroller of the Currency (2005–2010) and former partner/chair of Covington & Burling’s Financial Institutions Group, with prior senior roles at the U.S. Treasury and U.S. Senate Banking Committee. Brings deep regulatory, legal/compliance, risk oversight, and corporate governance expertise; recognized as an audit committee financial expert by Citi’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Chair of the Board | Jan 2019–Present | Presides over non‑management executive sessions; leads Board, including oversight of management’s transformation efforts . |
| Office of the Comptroller of the Currency (OCC) | Comptroller of the Currency | 2005–2010 | Led agency through financial crisis; participated in Basel III standard‑setting; chaired Joint Forum; active at Financial Stability Board . |
| Covington & Burling LLP | Partner; Chair, Financial Institutions Group | 2011–2017 | Advised boards on post‑crisis regulatory implementation (e.g., Dodd‑Frank) . |
| U.S. Department of the Treasury | Assistant Secretary for Domestic Finance; Deputy Assistant Secretary for Financial Institutions Policy | 1989–1993 | Senior policy roles on financial institutions . |
| U.S. Senate Banking, Housing, and Urban Affairs Committee | Minority General Counsel and Counsel | 1985–1989 | Legislative counsel on banking matters . |
| Financial Accounting Foundation | Trustee | Five years (dates not specified) | Oversight body for FASB and GASB; enhanced accounting oversight perspective . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards | None | Current | No other public company directorships disclosed . |
| Mitsubishi UFJ Financial Group | Global Advisory Board member | Not dated | International advisory perspective for global banking . |
| University of Michigan “Michigan in Washington” | Advisory Board | Current | Higher‑ed civic engagement role . |
Board Governance
- Independence and leadership: Board determined Dugan is independent; Citi maintains an independent Chair structure separate from the CEO. Dugan presided at every executive session of non‑management directors in 2024 .
- Attendance: The Board met 26 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings .
- Committee assignments (2024): Member—Audit; Nomination, Governance & Public Affairs (NGP); Risk Management. Chair—Executive Committee; also chairs the ad hoc Transformation Oversight Committee (TOC) established for Consent Order remediation oversight .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 18 |
| Nomination, Governance & Public Affairs | Member | 7 |
| Risk Management | Member | 16 |
| Executive | Chair | 0 |
| Transformation Oversight (ad hoc) | Chair | Not separately enumerated (ad hoc; all non‑management directors serve) |
Fixed Compensation
- Program structure for non‑employee directors: Annual cash retainer $75,000 and deferred stock award $150,000; no meeting fees; robust stock ownership commitment; hedging/pledging prohibited .
- Chair compensation: Total $725,000 annually since 2019, comprising a $500,000 Chair Fee plus standard director retainer and deferred stock; Dugan waives all committee fees .
- 2024 grant mechanics: 2024 deferred stock awards were granted Jan 2, 2024 (e.g., 2,922 units per director at $150,000 grant date fair value); directors may elect to receive retainers in stock and/or defer .
| Element (2024) | Amount |
|---|---|
| Chair Fee | $500,000 |
| Annual Cash Retainer | $75,000 |
| Deferred Stock Award (annual) | $150,000 (2,922 units granted 1/2/2024) |
| Committee Fees | Waived by Dugan |
| Meeting Fees | None |
2024 non‑employee director compensation detail:
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John C. Dugan | $575,000 | $150,000 | $725,000 |
Additional program limits: Maximum combined annual director cash + equity value capped at $1,000,000 (Board may approve a higher limit only for a non‑executive chair; Dugan’s actual pay is below the cap) .
Performance Compensation
- Not applicable: Citi does not use performance‑conditioned equity (e.g., PSUs) or options for non‑employee directors; equity is delivered as deferred stock, service‑based, to align with long‑term shareholder interests; no retirement program; no meeting fees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 years) | None disclosed |
| Compensation committee interlocks | None among current Compensation Committee members in 2024; no interlocks disclosed for Citi directors; Citi uses FW Cook as independent advisor . |
Expertise & Qualifications
- Recognized by Citi’s Board as an “audit committee financial expert” and financially literate under NYSE rules .
- Primary competencies: Corporate governance; financial services; legal/regulatory and compliance; risk management; international regulatory standard‑setting (Basel III/FSB) .
Equity Ownership
Ownership and alignment as of March 3, 2025:
| Metric | Value |
|---|---|
| Common stock beneficially owned (excl. options) | 44,437 shares |
| Receipt deferred (director deferred stock) | 2,117 shares |
| Total ownership (per Section 16 filings) | 46,554 shares |
| Ownership vs. outstanding | No director >1%; all directors/executives as group ≈0.08% |
| Ownership commitments | Directors must retain 75% of equity awarded while serving |
| Hedging/pledging policy | Directors may not hedge or pledge Citi securities |
Governance Assessment
- Strengths: Independent Chair with deep regulatory pedigree; sits on Audit/NGP/Risk, chairs Executive Committee and TOC; Board affirms independence; presides over executive sessions; robust equity retention and anti‑hedging/pledging policies; clear related‑party screening and independence standards; attendance threshold met .
- Compensation alignment: Cash/equity mix is modest and standardized for directors; Chair Fee reflects near full‑time demands; well below program cap; no performance gaming (no discretionary meeting fees; no retirement program) .
- Focus area for investors: Citi’s transformation and regulatory remediation remain ongoing; in 2024 the Fed and OCC imposed civil money penalties ($61mm FRB; $75mm OCC) and amended the OCC Consent Order, with the TOC overseeing remediation—an area to monitor for board effectiveness under Dugan’s leadership of TOC .
- Conflicts/related parties: Board reports independence for Dugan; related‑party transactions are governed by strict guidelines; no adverse legal proceedings disclosed involving directors .
RED FLAGS: None specific to Dugan disclosed (no hedging/pledging, no related‑party issues, independence affirmed). Key governance risk remains firm‑level regulatory remediation; investors should assess progress under TOC oversight chaired by Dugan .
