Shahmir Khaliq
CITIGROUPAbout Shahmir Khaliq
Head of Services at Citigroup; age 54; joined Citi in 1991 and assumed his current role in 2023, following leadership of Treasury & Trade Solutions (TTS) and TTS Operations & Technology . Under his tenure, Citi’s Services segment delivered 2024 revenues of $19.6B (+9% YoY) and net income of $6.5B (+40% YoY), with non‑interest revenue up 28% and positive operating leverage driven by fee growth and platform investments . At the firm level, 2024 RoTCE was 7.0% and full‑year TSR rose 42%, providing a constructive backdrop for management incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup | Head of Services | 2023–present | Oversaw Services to record 2024 performance: revenue $19.6B (+9% YoY) and net income $6.5B (+40% YoY) amid strong fee growth and platform modernization . |
| Citigroup | Global Head of TTS | 2021–2023 | Managed a >$9B revenue business (2021) with high ROTCE; expanded real‑time capabilities (e.g., 24/7 USD clearing) and scaled commercial card volumes and cross‑border flows . |
| Citigroup | Head, TTS Operations & Technology | Pre‑2021 | Drove resiliency and real‑time initiatives (e.g., seven‑day sweeps), foundational to client experience and network competitiveness . |
| Citigroup | Ran Direct Custody & Clearing; Investor Services NA; prior banking/country leadership | Prior to TTS roles | Built network depth and franchise breadth across custody, clearing, and investor services, supporting Services/TTS growth levers . |
External Roles
- No public company directorships or external roles disclosed for Khaliq in Citi’s 10‑K/proxy. Skip.
Fixed Compensation
- Not disclosed for Mr. Khaliq (not an NEO in 2024). The proxy provides individual cash compensation only for NEOs (CEO, CFO, Heads of Banking, Markets, Wealth) . Skip specifics.
Performance Compensation
Citi’s senior executives (EMT and Operating Team) receive a significant portion of incentives in Performance Share Units (PSUs) tied to three‑year performance grids on RoTCE and TBVPS. 2023 PSU awards (measuring 2024–2026) use the following performance–payout schedule :
| Metric Window | Threshold (0%) | 50% Payout | Target (100%) | Max (150%) |
|---|---|---|---|---|
| Average RoTCE 2024–2026 | <5.0% | 5% to 9% | 9% to 11% | ≥11% |
| Cumulative TBVPS 2024–2026 | ≤$255.00 | $265.00 | $285.00 to <$295.00 | ≥$305.00 |
- PSU usage expanded beyond EMT to the Operating Team in 2024, reinforcing long‑term equity alignment across top executives .
- 2021 PSU cohort (performance period 2022–2024) paid at 66.4% of target (value 78.9%), evidencing rigor in payout outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 86,690.41 Citi common shares reported on initial Form 3 as of 09/13/2023 (Head of Services) . |
| Hedging/pledging | Executive officers are prohibited from hedging or pledging Citi securities; speculative option strategies are banned . |
| Ownership commitment | Executive officers must retain 75% of equity awarded while in office and 50% for one year after ending executive officer status . |
| Clawback | Citi maintains clawback policies as part of “strong executive compensation governance practices” . |
| Related party check | A sibling was a Citi employee (Finance Division) through 2024; compensation set per standard practices; Mr. Khaliq had no interest in that employment . |
Vested/unvested breakdown, options, or pledging details specific to Mr. Khaliq are not disclosed in the proxy; no pledging permitted by policy .
Employment Terms
| Provision | Citi Policy (applies to executive officers) |
|---|---|
| Severance | No guaranteed executive severance agreements; U.S. broad‑based severance capped at $500,000 . |
| Change‑of‑control | No single‑trigger vesting; stock plan uses double‑trigger (CoC plus qualifying termination) . No special “golden parachute” agreements . |
| Equity vesting on separation | Awards generally vest on schedule post‑termination and do not accelerate except for death (per Potential Payments framework for NEOs; programmatic design) . |
| Clawbacks | Clawback policies in place; oversight by Compensation, Performance Management and Culture Committee . |
| Hedging/pledging | Prohibited for executive officers . |
| Ownership commitment | 75% hold of equity awarded while in office; 50% for one year after status change . |
Track Record and Operating Performance
Services segment performance during Khaliq’s tenure (dollars in billions):
| Metric | 2023 | 2024 |
|---|---|---|
| Revenues | $18.102 | $19.649 |
| Net Income (Income from continuing ops) | $4.701 | $6.584 |
| Non‑interest revenue | $4.851 | $6.226 |
| Operating expenses | $10.031 | $10.599 |
Context and levers:
- Drivers: 2024 increases in fee income across TTS and Securities Services, higher spreads/volumes in Securities Services, and smaller Argentina devaluation impacts; cost of credit dropped materially (smaller transfer‑risk ACL build) .
- Strategic emphasis from prior TTS leadership: scale in cross‑border flows, commercial cards, real‑time payments (24/7 USD clearing), and working‑capital solutions; management targeted sustainable low‑to‑mid‑20s TTS RoTCE through cycles .
Risk considerations and execution watch‑items:
- Regulatory transformation is multi‑year and non‑linear; FRB/OCC issued Civil Money Penalty Consent Orders in July 2024 ($61M and $75M), with data‑quality and reporting highlighted; Transformation Bonus Tranche 3 paid at 53% (TSR‑indexed value 68%), indicating accountability in incentive outcomes .
- Firm‑level 2024 RoTCE improved to 7.0% with positive operating leverage, but management’s 2026 RoTCE target was reset to 10–11% given necessary investments; Board emphasizes continued accountability to exceed that waypoint .
Compensation Structure vs. Performance Metrics (Program Features)
| Feature | Detail |
|---|---|
| At‑risk/equity mix | For NEOs, majority of incentives deferred/equity‑linked; CEO at 85% equity‑based in 2024; Operating Team also receives PSUs . |
| Performance metrics | PSU grid uses three‑year Average RoTCE and cumulative TBVPS with 0–150% payout; targets disclosed at grant for rigor and transparency . |
| Risk alignment | Committee meets with CRO; clawbacks in place; prohibition on hedging/pledging; no multi‑year guarantees; no excessive perquisites; no tax gross‑ups (except expatriate programs) . |
Note: Mr. Khaliq’s specific salary/bonus/equity grants are not disclosed (not a 2024 NEO) .
Investment Implications
- Incentive alignment and retention: Khaliq operates under Citi’s PSU‑heavy design with three‑year RoTCE/TBVPS grids, clawbacks, and strict retention/hedging policies—factors that both align pay with shareholder value creation and reduce near‑term insider selling pressure from vested equity .
- Execution leverage: Services’ 2024 step‑up (fees, volumes, modernization) demonstrates operating leverage potential in a capital‑light franchise; sustained fee growth and deposit/flows capture are key to hitting firm RoTCE waypoints .
- Risk/overhangs: Transformation remains a central execution risk (data governance, regulatory reporting); 2024 penalties and reduced transformation‑bonus payout underscore Board discipline and potential variability in incentive outcomes until remediation milestones are achieved .
- Monitoring list: (1) Services revenue and non‑interest revenue growth trajectory, (2) TTS/Securities Services product innovation and client acquisition, (3) transformation milestones and regulator feedback, (4) any Section 16 updates on equity holdings or transactions (Form 4), and (5) firm RoTCE progress vs. PSU grids .