Mark Mason
CITIGROUPAbout Mark Mason
Mark A. L. Mason, 55, is Citigroup’s Chief Financial Officer and serves as the company’s principal financial officer, co-signing the FY2024 Form 10-K certifications and leading capital allocation and financial reporting for the firm . Under executive leadership in 2024, Citi’s total shareholder return rose 42%; net income increased 37% to $12.7B; revenues grew 3% (5% excluding divestitures); RoTCE improved 210 bps to 7.0%; and TBVPS rose 4% . Mason’s 2024 performance assessment highlights his leadership driving financial discipline, balance sheet management, and strategic choices amid transformation and restructuring, with recognized improvement needs in risk and control within Finance .
Past Roles
No prior-role biography for Mr. Mason is disclosed in the 2025 Proxy or 2024 Form 10-K beyond his current CFO position and responsibilities .
External Roles
No current public-company directorships or external board roles for Mr. Mason are disclosed in the 2025 Proxy or 2024 Form 10-K .
Fixed Compensation
Multi-year reported compensation (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,000,000 | $1,000,000 |
| All Other Compensation ($) | $18,300 | $19,800 | $20,700 |
| Change in Pension Value ($) | $1,792 | $2,122 | $2,799 |
Notes:
- Mason participates in The Citigroup Pension Plan (cash-balance), with 6.0 years credited service and a $55,634 present value as of year-end 2024 .
Performance Compensation
2024 award structure and metrics:
- Annual pay decision (non-SCT presentation) for 2024 performance:
| Component | Amount ($MM) | Notes |
|---|---|---|
| Salary | 1.0 | |
| Cash Bonus | 5.6 | Upward adjustments for Financial, Leadership, Client & Franchise; downward for Risk & Control |
| Performance Share Units (PSUs) | 4.2 | |
| Deferred Stock (RSUs/Deferred Stock Awards) | 4.2 | |
| Total | 15.1 | 60% of annual variable comp delivered in equity |
- SEC-reported compensation (SCT) detail:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Bonus ($) | $5,216,000 | $4,930,000 | $5,632,000 |
| Stock Awards ($, grant-date fair value) | $7,201,834 | $7,535,196 | $8,551,578 |
| Non-Equity Incentive Plan Comp ($) | $1,608,239 | $1,001,378 | $0 |
| Total ($) | $15,046,165 | $14,488,496 | $15,207,077 |
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2024 grants (for 2023 performance) to Mason on 2/15/2024:
- Deferred Stock Award: 68,742 units; grant-date fair value $3,697,500 .
- PSU: Target 68,742 units (max 103,113); grant-date fair value $4,854,078 .
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PSU performance metrics and payout grid for 2024 grants (performance period 2024–2026):
| Average RoTCE 2024–2026 | Cumulative TBVPS 2024–2026 | % of Target PSUs Earned |
|---|---|---|
| < 5.0% | ≤ $255.00 | 0% |
| 5% to 9% | $265.00 | 50% |
| 9% to 11% | $285.00 to < $295.00 | 100% |
| ≥ 11% | ≥ $305.00 | 150% |
- Realization/vesting context:
- 2021 PSU cycle (performance 2022–2024) paid at 66.4% of target; payout value 78.9% of initial value, reflecting TSR and financial performance .
- Mason’s 2024 performance assessment emphasized finance leadership and balance sheet management, with improvement needed in risk and control execution within Finance .
Equity Ownership & Alignment
- Beneficial ownership (as of March 3, 2025):
| Measure | Shares |
|---|---|
| Common Stock Beneficially Owned (Excl. Options) | 59,317 |
| Owned with Family/Trust/401(k) | 340 |
| Total Beneficial Ownership | 59,657 |
| Receipt Deferred (deferred/unsettled awards) | 154,941 |
| Total Ownership (per Section 16 filings) | 214,598 |
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Ownership as % of shares outstanding: approximately 0.01% (214,598 vs. 1,881.6 million shares outstanding as of March 3, 2025) .
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Stock vested and value realized in 2024:
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Mark Mason | 104,625 | $5,422,248 |
- Outstanding unvested awards (selected items for Mason, valued at $70.39 on 12/31/2024):
| Grant Date | Instrument | Units Outstanding | Market/Payout Value | Vesting/Notes |
|---|---|---|---|---|
| 2/15/2024 | Deferred Stock Award | 68,742 | $4,838,749 | Vests in 4 equal annual installments beginning 1/20/2025 |
| 2/15/2024 | PSU (Target) | 68,742 | $4,838,749 | Cliff vests 1/20/2027; payout per RoTCE/TBVPS grid |
| 2/16/2023 | PSU (Target) | 76,850 | $5,409,472 | Performance-based; value delivered after performance period |
| 2/16/2023 | Deferred Stock Award | 57,637 | $4,057,068 | Vests per award terms |
| 2/10/2022 | Deferred Stock Award | 34,760 | $2,446,756 | Vests in 4 equal annual installments beginning 1/20/2023 |
| 2/10/2022 | PSU (Target) | 26,175 | $1,842,458 | 2022–2024 PSU; earned at 66.4% across cycle; realized after period |
| 2/11/2021 | Deferred Stock Award | 12,544 | $882,972 | Vested in 4 equal annual installments beginning 1/20/2022 |
- Ownership and trading policies:
- Stock ownership commitment: executive officers must hold at least 75% of net after-tax shares acquired while in office, and retain at least 50% of such shares for one year after ceasing to be an executive officer .
- Hedging and pledging: blanket prohibition for executive officers; speculative trading also restricted .
Vesting schedule implications and potential selling pressure:
- Deferred Stock Award granted 2/15/2024 vests evenly over four years starting 1/20/2025, creating predictable annual settlement windows; the 2024 PSU grant cliff-vests 1/20/2027 subject to performance, concentrating exposure to that date .
Employment Terms
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Severance and change-of-control:
- Citi does not provide guaranteed executive severance agreements or change-of-control (“golden parachute”) agreements for executive officers, and avoids single-trigger vesting upon a change of control .
- Plan uses double-trigger change-of-control; awards do not accelerate solely due to a change of control .
- Termination pay limits: in the U.S., severance benefits are capped at $500,000 for executive officers within broad-based programs .
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Potential value of outstanding awards upon termination (estimates as of 12/31/2024 at $70.39):
- Involuntary termination not for gross misconduct: Deferred Stock Awards $11,621,247; PSUs $12,694,977, vesting on schedule (no acceleration) .
- Voluntary resignation/retirement: Deferred Stock Awards $11,621,247; PSUs $12,694,977, vesting on schedule .
- Disability or death: same values as above; no separate change-of-control-only benefit .
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Clawbacks and malus:
- PSUs, Deferred Stock Awards, and time-based equity are subject to cancellation and clawback consistent with Section 954 (Dodd-Frank) and NYSE listing standards; plan provides repayment/set-off rights if vesting conditions were not met .
Investment Implications
- Pay-for-performance alignment: Mason’s 2024 total compensation ($15.21M SCT) reflects strong firm-level improvements (TSR +42%, net income +37%, RoTCE +210 bps to 7.0%), balanced by downward adjustments tied to risk and control performance in Finance; equity delivery (PSUs/Deferred Stock) and ownership guidelines align incentives with long-term TSR and TBVPS outcomes .
- Vesting overhang and supply: Predictable annual Deferred Stock settlements (beginning 1/20/2025) and a PSU cliff in 2027 create identifiable windows for potential insider selling, though Citi’s no-hedge/pledge rules and holding requirements mitigate immediate float impact and signal alignment .
- Retention and risk: Absence of guaranteed severance/COC packages and double-trigger protections reduce “golden parachute” risk, while clawbacks and plan malus provisions constrain windfalls from non-compliant performance—supporting prudent risk-taking under regulatory oversight .
- Execution risk: Ongoing remediation of risk and control programs (regulatory actions in 2024) is a watch item; the Transformation Bonus Program’s final tranche payout at 53% underscores Board discipline on outcomes, and Finance’s execution will influence forward PSU realizations tied to RoTCE/TBVPS .