Jonathan Moulds
CITIGROUPAbout Jonathan Moulds
Jonathan Moulds is an independent director of Citigroup Inc., appointed by the Board effective June 16, 2025. He brings 25+ years in global financial services with senior roles across the US, UK and Asia, and holds a first-class honours degree in Mathematics from the University of Cambridge; he was awarded a CBE in 2014 for services to philanthropy . Citi’s Board determined he is independent under its Corporate Governance Guidelines/NYSE rules; there are no family relationships, no related-party transactions, and no selection arrangements disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays PLC | Chief Operating Officer | Not disclosed | Led technology, risk and cost transformation to improve operational efficiency . |
| Bank of America / Merrill Lynch | Head of International Businesses; European President of BofA Merrill Lynch; CEO, Merrill Lynch International (post-merger) | Not disclosed | Ran large cross-border markets businesses; extensive global markets and risk oversight experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IG Group (public: LSE: IGG) | Senior Independent Director; Chair of Risk Committee | Not disclosed | Current non-executive role cited by Citi . |
| Citigroup Global Markets Limited (CGML) | Chair of the Board | Current | Citi’s international broker/dealer; role referenced in 8‑K and press release . |
| Financial Markets Standards Board (FMSB) | Chair | Not disclosed | Industry-led standards body for wholesale markets . |
| Industry Associations | Chair/Director/Member at ISDA, AFME, GFMA; UK FSA Capital Markets Senior Practitioners | Not disclosed | Senior industry stewardship roles . |
Board Governance
- Committee assignments: Risk Management Committee (member) and Transformation Oversight Committee (member) upon election on June 16, 2025 .
- Independence: Board determined he is independent under Citi’s Corporate Governance Guidelines and NYSE rules (no family relationships; no related-party transactions; no selection arrangements) .
- Attendance: Not yet disclosed for 2025 given mid-year appointment; will be reported in the next proxy cycle (8‑K confirms appointment only) .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $75,000 | Non‑employee directors receive an annual cash retainer; payable quarterly . |
| Deferred stock award | $150,000 | Granted generally in early January; distributable on first anniversary (deferrable); pro‑rata forfeiture rules on early departure before age 72 . |
| Committee chair fee (Audit, CPC, Risk, Technology, TOC) | $50,000 | Chair fee per committee; directors may elect fees in stock . |
| Committee member fee (Audit, CPC, Risk, Technology, TOC) | $30,000 | Member fee per committee; may elect fees in stock . |
| Committee chair fee (Nomination, Governance & Public Affairs) | $35,000 | NGPA-specific chair fee . |
| Committee member fee (Nomination, Governance & Public Affairs) | $15,000 | NGPA-specific member fee . |
| Chair of Citi Board (for reference) | $500,000 | Separate Chair fee (non-executive Chair currently John Dugan) . |
| Citibank, N.A. subsidiary board fees (if applicable) | Chair $50,000; Member $25,000 | For service on Citibank’s Board; subset of Citi directors serve . |
| TOC Program Lead | $20,000 | Additional fee if designated . |
Notes:
- Citi director pay is primarily equity-based; no meeting fees; no director retirement plan; prohibition on hedging/pledging of Citi stock; annual equity/cash cap of $1 million per director (Chair may be higher, but actual Chair pay below cap) .
Performance Compensation
Citi’s non‑employee director program does not use performance metrics (e.g., TSR, EPS) for director equity; it is delivered as deferred stock, not performance shares/options .
| Metric/Instrument | Target | Performance Period | Payout Curve | Notes |
|---|---|---|---|---|
| Performance-based awards for directors | N/A | N/A | N/A | Director equity is a fixed deferred stock award; no performance metrics apply . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Consideration |
|---|---|---|---|
| IG Group (LSE: IGG) | Public company | Senior Independent Director; Risk Committee Chair | Ongoing oversight at a trading platform; monitor for any Citi–IG transactions; none disclosed in Citi filings . |
| CGML (Citi subsidiary) | Internal subsidiary | Chair of Board | Deep familiarity with Citi’s international broker-dealer; Board still determined independence; no related-party transactions disclosed . |
| FMSB | Industry body | Chair | Standards leadership in wholesale markets . |
Expertise & Qualifications
- Global markets, risk management, and large-scale transformation leadership from executive roles at Bank of America/Merrill Lynch and Barclays .
- Technology and operational efficiency oversight (Barclays COO), and standards/governance roles (FMSB Chair; ISDA Chair; AFME/GFMA director) .
- Education: First‑class honours in Mathematics, University of Cambridge; CBE (2014) .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership filing | Form 3 filed following appointment (reporting person: Jonathan Paul Moulds) . |
| Subsequent insider filing | Form 4 filed Oct 1, 2025 (attorney-in-fact signature noted) . |
| Ownership policy | Robust stock ownership commitment for directors; directors may elect cash retainers/committee fees in stock; directors prohibited from hedging/pledging Citi stock . |
No share counts or percentages specific to Mr. Moulds were disclosed in the materials reviewed; future proxies should detail his outstanding deferred stock and any holdings as of year-end .
Insider Filings (Activity Log)
| Date | Filing | Summary/Notes |
|---|---|---|
| Jun 18, 2025 | Form 8‑K | Board elected Moulds; assigned to Risk Management and Transformation Oversight Committees; independence affirmed; standard non‑employee director compensation applies . |
| Jun 18, 2025 | Form 3 | Initial statement of beneficial ownership filed for Jonathan Paul Moulds (citations show filing existence) . |
| Oct 1, 2025 | Form 4 | Insider transaction report filed (details not extracted here) . |
Governance Assessment
-
Strengths for investor confidence:
- Independent director with deep risk, markets, and transformation credentials; immediate placement on Risk Management and Transformation Oversight aligns skills with Citi’s regulatory and remediation priorities .
- No related-party transactions or family ties; independence determination under NYSE standards; compensation aligned with Citi’s equity-heavy, ownership-focused director program; anti-hedging/pledging policy in place .
- Cross-border operating experience and standards-setting leadership (FMSB; ISDA) augment board oversight of risk and market conduct .
-
Watch items / potential conflicts:
- Dual governance roles at CGML (Chair) and Citi Board could raise perceived independence questions; however, Citi disclosed an independence determination and no related-party transactions involving Mr. Moulds .
- External public directorship (IG Group) introduces potential time-commitment and counterparty considerations; no Citi-related transactions disclosed—monitor future proxies for any related-party disclosures .
-
Compensation alignment:
- Director pay mix is primarily equity via deferred stock; standard cash retainer and committee fees; no meeting fees or performance-based director pay—supports long-term alignment without incentivizing short-term risk .
-
RED FLAGS: None disclosed in Citi filings reviewed (no related-party transactions, no legal proceedings noted in the 8‑K regarding Mr. Moulds). Continue monitoring insider filings and next proxy for attendance and ownership details .
Appendix: Director Compensation Reference (Citi 2024 Program)
| Metric | Value | Source |
|---|---|---|
| Annual cash retainer | $75,000 | |
| Deferred stock award (annual) | $150,000 | |
| Committee chair fee (Audit/CPC/Risk/Tech/TOC) | $50,000 | |
| Committee member fee (Audit/CPC/Risk/Tech/TOC) | $30,000 | |
| NGPA chair fee | $35,000 | |
| NGPA member fee | $15,000 | |
| Anti‑hedging/pledging; equity focus; $1M cap (cash+equity) | Policy statements |
Sources: Citi 2025 Proxy Statement filed March 18, 2025 (Proposal 1: Directors’ Compensation) and Citi Form 8‑K dated June 16, 2025 (election of Jonathan Moulds).