Peter Henry
CITIGROUPAbout Peter B. Henry
Peter B. Henry (age 55) has served on Citigroup’s Board since 2015. He is the Class of 1984 Senior Fellow at Stanford’s Hoover Institution, Senior Fellow at Stanford’s Freeman Spogli Institute, and Dean Emeritus of NYU’s Stern School of Business; previously he was the W. R. Berkley Professor of Economics and Finance at NYU and a faculty member at Stanford, with notable policy advisory roles for the Obama transition team on international lending agencies. He holds a BA in Economics (UNC Chapel Hill), a BA in Mathematics (Oxford, Rhodes Scholar), and a PhD in Economics (MIT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU Stern School of Business | Dean | 2010–2017 | Led large academic institution; governance, strategy |
| NYU Stern | W. R. Berkley Professor of Economics & Finance | 2017–2022 | Research and financial economics leadership |
| Stanford University | Faculty Member | 1997–2009 | International economics; emerging markets expertise |
| Stanford Hoover Institution | Class of 1984 Senior Fellow | 2022–Present | Policy research and thought leadership |
| Stanford FSI | Senior Fellow | 2022–Present | International policy and risk insights |
| U.S. Federal Government | Led Obama Transition Team review of IMF/World Bank; Economic advisor | 2008 and various | International policy advisory credentials |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| NIKE, Inc. | Director | Since 2018 | Audit & Finance Committee; governance and sustainability oversight |
| Analog Devices, Inc. | Director | Appointed Dec 5, 2023 | Audit Committee member |
| National Bureau of Economic Research | Chair of the Board | Current | Research oversight and governance |
| Economic Club of New York; CFR; FRBNY Economic Advisory Panel | Member | Current | External policy and economics networks |
Board Governance
- Committee assignments at Citi: Compensation, Performance Management and Culture Committee (member) and Nomination, Governance and Public Affairs Committee (member) .
- Independence: The Board determined Henry is independent under Citi’s Corporate Governance Guidelines and NYSE rules .
- Attendance and engagement: Board met 26 times in 2024; CPC met 15 times; NGP met 7 times. Each incumbent Director attended at least 75% of Board and committee meetings; non-management directors held executive sessions at each regularly scheduled Board meeting .
- Board leadership: Citi has an independent Chair separate from the CEO (independent chair leadership since 2009) .
Fixed Compensation
- Citigroup non‑employee directors receive:
- Annual cash retainer: $75,000
- Annual deferred stock award: $150,000; generally granted early January; becomes distributable approximately on the first anniversary (deferrable)
- Committee fees: $30,000 per year for Audit/CPC/RM/Technology committee membership; $15,000 per year for NGP membership; chairs receive $50,000 (Audit/CPC/RM/Technology) or $35,000 (other committees) per committee .
- No meeting fees; Citi reimburses reasonable board-related expenses .
Henry’s disclosed director compensation at Citi:
| Metric | 2021 | 2022 |
|---|---|---|
| Cash Fees ($) | $215,417 | $227,083 |
| Stock Awards ($) | $150,000 | $150,000 |
| Total ($) | $365,417 | $377,083 |
| Notes | Elected to receive 100% of cash retainer in Citi stock (distributed quarterly) | Standard deferred stock award; cash retainer in cash |
- Stock ownership commitment for directors: must retain 75% of equity awarded while serving on the Board; hedging and pledging of Citi securities prohibited for directors .
Performance Compensation
- No performance-based elements are disclosed for Citi non‑employee directors; annual equity awards are time-based deferred stock with no TSR/financial metrics, options, or PSUs for directors .
- Clawback provisions discussed in proxy relate to executives, not to director equity; directors have stock retention obligations and hedging/pledging prohibitions .
Other Directorships & Interlocks
- Henry serves on NIKE and Analog Devices boards (see External Roles above) .
- Compensation committee interlocks: Citi disclosed no “compensation committee interlock” for any CPC member during 2024 .
- Related-party transactions: The NGP Committee annually reviews director-related relationships and determined compliance with categorical standards; board concluded Henry is independent and relationships are within guidelines .
Expertise & Qualifications
- Board-designated qualifications include Corporate Governance, Environmental & Sustainability, Human Capital Management, and International Business/Economics—areas cited for Henry, aligning with Citi’s global risk and regulatory profile .
- His emerging markets and international finance background provides oversight value for Citi’s strategy and risk management .
Equity Ownership
| Category | Value |
|---|---|
| Common Stock Beneficially Owned (excluding options) | 30,761 shares |
| Receipt Deferred (director deferred stock) | 2,117 shares |
| Total Ownership | 32,878 shares |
| Ownership as % of outstanding | Below 1% (no director >1%) |
| Hedging/Pledging status | Hedging and pledging prohibited for directors per Citi policies |
| Ownership commitment | Must retain 75% of equity awarded while serving |
Governance Assessment
- Board effectiveness: Henry’s dual committee roles (CPC and NGP) position him in core governance areas—executive compensation oversight, culture, board refreshment, succession, and reputational/public affairs—useful amid Citi’s ongoing transformation and regulatory remediation .
- Independence and alignment: Formal independence determination, robust stock retention commitment, and his prior election to take fees in stock support shareholder alignment .
- Engagement: High Board/committee cadence in 2024 and ≥75% attendance threshold met by incumbents reinforce engagement; regular executive sessions enhance independent oversight .
- Conflicts/red flags: No compensation committee interlocks; categorical standards applied; no pledging permitted; no Henry‑specific related party issues disclosed—low conflict risk on disclosed information .
- Signal to investors: An internationally focused economist with audit committee experience at NIKE and ADI adds risk and financial reporting oversight breadth, supportive of Citi’s risk/control transformation .