Titi Cole
CITIGROUPAbout Titi Cole
Titi Cole (age 52) joined the Citigroup Inc. Board of Directors in 2025 and the Citibank, N.A. Board in 2025. She previously served as Citi’s Head of Legacy Franchises (2022–2024) and Head of Operations for Global Consumer Banking (2020–2022), with prior senior roles at Wells Fargo (2015–2020) and Bank of America (2010–2015). The Board highlights her expertise in financial services, human capital management, risk management, and technology/cyber/data oversight; the Board has determined she is not independent due to her recent executive role at Citi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Former Head of Legacy Franchises | 2022–2024 | Led strategic re-organization and transformation execution |
| Citigroup Inc. | Head of Operations, Global Consumer Banking | 2020–2022 | Oversight of consumer business operations and data/technology strategy |
| Wells Fargo | Head, Consumer & Small Business Banking Operations and Contact Centers | 2015–2020 | Large-scale operations leadership in regulated financial services |
| Bank of America | Head, Retail Products and Underwriting | 2010–2015 | Product, underwriting, and risk management leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Datadog, Inc. | Public company director | Current | Member, Compensation Committee |
| The Sickle Cell Hope Alive Foundation | Executive Director | Current | Non-profit leadership |
| CARE USA | Board Trustee | Current | Non-profit governance |
| Queens University of Charlotte | Board Trustee | Current | Academic governance |
| Council on Foreign Relations | Member | Current | Policy network |
| Executive Leadership Council | Member | Current | Executive network |
Board Governance
- Independence: Not independent (former Citi executive); Board explicitly lists Jane Fraser and Titi Cole as not independent .
- Committee Assignments: Member, Risk Management Committee (16 meetings in 2024; Chair: Duncan P. Hennes) and Member, Technology Committee (11 meetings in 2024; Chair: Renée J. James) .
- Board Service: Director of Citibank, N.A. since 2025 .
- Attendance: Board met 26 times in 2024; standing committees met frequently; each incumbent Director in 2024 attended at least 75% of meetings of the Board and their committees. Directors are expected to attend Board/Committee meetings and the Annual Meeting; all directors then in office attended the 2024 Virtual Annual Meeting .
- Executive Sessions: Non-management directors meet in executive session at every regular Board meeting; presided over by the independent Chair in 2024 .
Fixed Compensation
| Element | Amount | Timing/Notes |
|---|---|---|
| Annual Cash Retainer (Citi Board) | $75,000 | Paid quarterly; directors may elect to receive in stock and/or defer |
| Deferred Stock Award (Citi Board) | $150,000 grant-date fair value | Generally granted early January; distributable on first anniversary; deferral election available |
| Citi Board Committee – Member Fee | $30,000 | Per committee; paid quarterly; may receive in stock |
| Citi Board Committee – Chair Fee | $50,000 | Per committee; paid quarterly; may receive in stock |
| Citibank, N.A. Board – Member Fee | $15,000 | Paid quarterly; may receive in stock |
| Citibank, N.A. Board – Chair Fee | $35,000 | Paid quarterly; may receive in stock |
| Non-Executive Chair Additional Fee (Citi) | $500,000 | Chair-specific; total Chair comp $725,000 including standard fees |
| Program Features | No meeting fees; no director retirement program; annual award/fees cap $1,000,000 (except Chair by Board exception) | Hedging/pledging prohibited; ownership commitment applies |
Performance Compensation
| Compensation Element | Performance Linkage | Metric Details |
|---|---|---|
| Deferred Stock Award (Directors) | None (time-based, governance alignment) | Distributable ~1 year post-grant; directors may defer; retention requirement to hold 75% of equity awarded while serving |
| Options/SARs for Directors | Permitted under plan (rarely used for directors) | If used, exercise ≥100% FMV; max award/value caps; 10-year term cap; director annual value cap $1,000,000 including cash/stock |
| Hedging/Pledging | Prohibited | Directors/executives cannot hedge/pledge Citi stock; speculative trading prohibited under policies |
Citi’s Director Compensation Program is primarily equity-based; there are no revenue, EBITDA, TSR, or ESG performance metrics tied to non-employee director pay. Directors are not paid meeting fees and have robust stock ownership/retention commitments .
Other Directorships & Interlocks
| Company | Role | Committee Assignments | Notes/Interlocks |
|---|---|---|---|
| Datadog, Inc. | Director | Compensation Committee member | Potential vendor/technology ecosystem exposure; Citi’s NGPA Committee reviews related party transactions; no specific transactions disclosed involving Ms. Cole |
Expertise & Qualifications
- Primary qualifications cited by Citi’s Board: Financial Services; Human Capital Management; Risk Management; Technology, Cybersecurity & Data Management .
- Board rationale: Decades leading global operations, strategy, risk, and human capital in regulated financial services; leadership in Citi’s transformation and re-organization; meaningful contribution to oversight of technology, data, and risk .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common Stock Beneficially Owned (ex-options) | — | As of March 3, 2025; table shows “—” for Ms. Cole |
| Options Exercisable within 60 days | — | None indicated for Ms. Cole |
| Deferred Stock (Receipt Deferred) | 69,046 | Director deferred shares outstanding; distributable per plan |
| Total Ownership (Section 16 basis) | 69,046 | As reported in beneficial ownership table |
| Ownership Concentration | 0% (>1% threshold not met) | No director/executive owned >1% of outstanding shares as of March 3, 2025 |
| Hedging/Pledging | Prohibited | Directors cannot hedge or pledge Citi stock |
| Stock Ownership Commitment | Retain 75% of equity awarded while serving | Directors subject to retention requirements |
Insider Trades (Section 16)
| Date | Form | Transaction | Shares | Resulting Beneficial Ownership | Notes/Source |
|---|---|---|---|---|---|
| 02/07/2025 | Form 3 | Initial statement of beneficial ownership | — | — | Filed upon becoming a director |
| 04/01/2025 | Form 4 | Deferred stock award (non-employee director plan) | 1,905.0654 (A) | 70,951.0654 | Price $0 (grant), attorney-in-fact filing |
| 07/03/2025 | Form 4 | Deferred stock award (quarterly/annual program) | Notional (A) | — | Director plan award; summary page shows grant under plan |
| 10/03/2025 | Form 4 | Deferred stock award (program) | Notional (A) | — | Continued plan-based awards |
| 02/06/2025 | Form 5 | Annual changes; cessation as officer noted (legacy role ended 05/31/2024) | — | — | Confirms end of officer status; director status continues |
Governance Assessment
- Strengths: Deep operating, risk, and technology credentials across large financial institutions; assigned to Citi’s Risk Management and Technology Committees that directly oversee risk framework, cyber/data quality metrics, and technology transformation, aligning her expertise with critical oversight areas .
- Alignment: Strong director stock ownership/retention commitments; prohibition on hedging and pledging supports investor alignment; director equity awarded via deferred stock enhances long-term focus .
- Engagement: Citi committees met frequently in 2024 (Risk 16; Technology 11), indicating active oversight cadence in areas tied to regulatory transformation and technology/data controls .
- Red Flags: Not independent due to recent executive role at Citi; investors may scrutinize independence on sensitive oversight matters (risk and transformation). Citi’s NGPA Committee reviews related party transactions; no specific transactions disclosed involving Ms. Cole. Directors are subject to strict limits and policies (no hedging/pledging; cap on annual awards), partially mitigating concerns .
- Time commitments: Citi’s guidelines restrict outside board loads; Board annually reviews director commitments and determined each 2025 nominee can devote sufficient time. Ms. Cole holds one public company directorship (Datadog) in addition to Citi/Citibank N.A. .
Overall signal: Board placed Ms. Cole on risk and technology oversight given her transformation and data/technology experience at Citi, which can enhance board effectiveness on strategic risk/tech agendas. The independence determination is a notable consideration for investors evaluating governance objectivity; mitigants include strong committee structures, frequent meetings, and robust ownership/hedging policies .