Renee James
CITIGROUPAbout Renée J. James
Founder, Chair and CEO of Ampere Computing; former President of Intel Corporation; Operating Executive at The Carlyle Group. Age 60 at record date; Director of Citigroup since 2016 and deemed independent by the Board under NYSE standards. Core credentials span technology, cybersecurity, data management, risk management, human capital, and compensation oversight. Education is not disclosed in the proxy; external affiliations include University of Oregon Trustee and service on the U.S. President’s National Security Telecommunications Advisory Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampere Computing | Founder, Chair & CEO | 2017–Present | Leads semiconductor/cloud CPU strategy; deep technology oversight relevant to Citi’s Tech risk supervision |
| The Carlyle Group | Operating Executive (Media & Technology Practice) | 2016–Present | Technology diligence and operating guidance; informs Citi’s compensation and culture oversight |
| Intel Corporation | President | 2013–2016 | Ran large-scale global operations; cybersecurity and data governance experience |
| Intel Corporation | EVP; Group VP & GM, Software Development; COO Intel Online Solutions; Chief of Staff to Chairman/CEO | 1995–2013 | Led software, online operations; executive support to Intel’s chair; extensive tech leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| U.S. President’s National Security Telecommunications Advisory Committee | Member; prior Chair | Current | National-level cyber/telecom risk expertise |
| University of Oregon | Trustee | Current | Governance role; education credentials not disclosed in proxy |
| Oracle Corporation | Director | Prior (within last five years) | Technology governance experience |
| Sabre Corporation | Director | Prior | Travel/tech exposure |
| Vodafone Group Plc | Director | Prior | Global telecom exposure |
Board Governance
- Independence: Board determined Renée J. James is independent under NYSE and Citi categorical standards.
- Committee assignments (Citi Board): Audit (member), Compensation, Performance Management & Culture (member), Executive (member), Technology (Chair). She is considered “financially literate” under NYSE rules.
- Attendance and engagement: Each incumbent Director attended at least 75% of Board and standing committee meetings in 2024; Board met 26 times; Audit 18; Compensation 15; Nomination 7; Risk 16; Technology 11.
- Election support (2025 Annual Meeting): Votes For 1,327,411,685; Against 53,034,773; Abstain 2,268,417; broker non-votes 193,116,591.
- Lead Independent Chair: Citi has an independent Chair; if not, bylaws require a Lead Independent Director—current structure is independent Chair.
Fixed Compensation
- Program design (non-employee directors): Annual cash retainer $75,000; annual deferred stock award $150,000 (generally granted in early January and distributable ~1 year after grant); no meeting fees; strong stock ownership commitment and hedging/pledging prohibitions.
- Committee fees: Citi Board committee chair fee $50,000; member fee $30,000. Transformation Oversight Committee (ad hoc) Program Lead chair fee $50,000; Program Lead member fee $20,000. Citibank N.A. Board chair fee $35,000; member fee $25,000. Directors may elect fees in stock.
- 2024 actual (Renée J. James): Cash fees $265,000; Stock awards (deferred stock) $150,000; Total $415,000. She did not elect to defer fees to stock in 2024.
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $75,000 | Standard for non-employee directors |
| Deferred Stock Award | $150,000 | Granted Jan; distributable ~1 year after grant |
| Committee Chair Fee (Technology) | $50,000 | Citi Board committee chair level |
| Committee Member Fee(s) | $30,000 per committee | Audit and Compensation committees |
| Meeting Fees | $0 | Citi does not pay meeting fees |
| 2024 Cash Fees (James) | $265,000 | Reported cash compensation |
| 2024 Stock Award (James) | $150,000 | Deferred stock award |
| Election to Defer Fees | Not elected | James did not defer cash fees to stock in 2024 |
Performance Compensation
- Directors’ equity grants are deferred stock (not options, SARs, or PSUs) and are not tied to performance metrics; minimum vesting is ~one year for director awards per plan; clawback applies to Awards under the plan.
- Citi’s stock incentive plan includes performance-based awards and metrics for executives/employees (e.g., TSR, RoTCE, revenue, margins), but these are not applicable to non-employee director compensation.
| Feature | Applies to Directors? | Source |
|---|---|---|
| Performance Share Units (PSUs) | No (executives) | |
| Minimum one-year vesting | Yes (director awards vest by next annual meeting or 1 year) | |
| Clawback (Dodd-Frank) | Yes (Awards subject to clawback policy) | |
| Options/SARs; repricing prohibition | Options/SARs not used for directors; repricing prohibited | |
| Dividends on performance awards | Not applicable to directors; no current dividends on performance-conditioned awards |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for James in 2025 proxy |
| Prior public boards | Oracle; Sabre; Vodafone |
| Compensation committee interlocks | None reported for 2024; no Citi executive served on another entity’s comp committee creating an interlock |
Expertise & Qualifications
- Technology, cybersecurity, and data management; risk management; human capital; compensation oversight—aligned with chairing Citi’s Technology Committee and serving on Audit and Compensation Committees.
- Financial literacy per NYSE rules (Audit Committee).
Equity Ownership
- Beneficial ownership at March 3, 2025: Common stock beneficially owned 28,191; Deferred stock 2,117; Total ownership 30,308; no options exercisable within 60 days.
- Ownership thresholds: No Director or executive officer beneficially owned more than 1% of Citi’s outstanding common stock as of March 3, 2025.
- Stock ownership commitment: Directors must retain 75% of equity awarded while serving; hedging and pledging of Citi securities by directors are prohibited.
| Metric | Value | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 28,191 | As reported; excludes options |
| Deferred Stock (Receipt Deferred) | 2,117 | Deferred common stock units |
| Total Ownership | 30,308 | Per Section 16 filings aggregation |
| Ownership % of Outstanding | <1% | Board disclosure for all directors |
| Ownership Commitment | 75% of equity awarded while serving | Board policy |
| Hedging/Pledging | Prohibited for directors | Governance guidelines |
Governance Assessment
- Strengths: Independent director with deep technology/cyber expertise; chairs Technology Committee overseeing AI, cybersecurity, and data risk; financially literate and on Audit; active on Compensation Committee shaping pay-for-performance and culture; strong shareholder support in 2025 election.
- Alignment: Receives significant equity via deferred stock; subject to ownership retention and anti-hedging—promotes long-term alignment.
- Engagement: Board and committees met frequently in 2024; all directors met the 75% attendance threshold; involvement across strategic risk, tech, and compensation.
- Conflicts/related-party exposure: Board’s independence review and categorical standards applied; no legal proceedings adverse to Citi involving any director; no compensation committee interlocks; no James-specific related party transactions disclosed.
- Shareholder signals: Say-on-pay approved; James received 1.33B “For” votes, indicating strong support; additional shares for stock plan approved, reinforcing equity-based incentives governance.