Viswas Raghavan
CITIGROUPAbout Viswas Raghavan
Head of Banking and Executive Vice Chair at Citigroup, reporting to the CEO; anticipated start date June 1, 2024, with primary work location at 388 Greenwich St., New York . 2024 firm performance improved materially: net income up ~37%, revenues +3% (+5% excl. divestitures), TBVPS +4%, RoTCE +210 bps to 7.0%, and TSR +42% for 2024, providing constructive context for Banking execution under his tenure . Citi’s Services segment delivered another record year with revenue +9% in 2024, while Banking gained wallet share YTD across most sub-products, reinforcing the platform Mr. Raghavan leads .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup | Managing Director; Head of Banking and Executive Vice Chair (member of EMT) | 2024–Present | Leads unified corporate, commercial and investment banking franchise; Banking gained wallet share YTD across most sub-products in 2024 |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary (earned) | $579,235 | Partial-year per start mid-2024; annual base salary rate set at $1,000,000 |
| Annual cash bonus (paid for 2024 service) | $8,800,000 | Cash bonus for 2024 service per SCT |
| All other compensation (relocation + tax) | $384,239 | Tax reimbursements $212,484; relocation-related $171,755 |
Citi’s April 2, 2025 supplemental filing states his “compensation for 2024 service was $22.6 million,” structured with cash, deferred equity and PSUs in the same proportions as other non-CEO NEOs; note SEC SCT timing differences vs. service year .
Performance Compensation
| Element | Metric(s) | Target/Structure | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| Citi PSUs (framework for EMT grants) | Average RoTCE; Cumulative TBVPS (3-year) | 100% at 9–11% RoTCE and TBVPS $285–<$295; 150% at ≥11% and ≥$305; 0% if <5% and ≤$255 | 2021 PSU cycle (2022–2024) paid at 66.4% of target; cumulative TSR for the period was 12.5% | Generally cliff or stage vest over 3 years with payout after period end per grant terms |
| Guaranteed Award for 2024 (recruiting) | DIRAP/PSU mix | $22m nominal: 40% cash paid in 2025; remaining split 50% deferred DIRAP (4 equal annual installments beginning Jan 20, 2026) and 50% PSUs (3-year performance; lump-sum paid by Mar 15, 2028) | N/A (structure) | Cash portion by Mar 15, 2025; equity vests/settles per above; forfeiture if resigns or for Cause before relevant dates |
Equity Ownership & Alignment
| Ownership Detail (as of Mar 3, 2025) | Amount |
|---|---|
| Common stock beneficially owned (excl. options) | — |
| Options exercisable within 60 days | — |
| “Receipt Deferred” shares (director/NEO stock scheduled for delivery) | 704,886 |
| Total “ownership” per Section 16 reporting | 704,886 |
- Stock ownership commitment: executive officers must retain 75% of equity awarded while in office, and retain 50% for one year after ceasing executive officer status .
- Hedging and pledging: executives may not hedge Citi securities or pledge them as loan collateral; broader PTIP prohibits speculative transactions; hedging bans reinforced for execs .
- Insider trading policies and Section 16: initial Form 3 filed June 4, 2024; no securities beneficially owned at that time .
Vesting Schedules and Insider Selling Pressure
| Award | Amount/Structure | Vesting/Delivery | Key Conditions |
|---|---|---|---|
| Replacement Deferred Equity Award (replaces forfeited prior employer equity) | Grant-date fair value $39.38m; 623,837 Citi shares at 12/31/24 valuation | 28.61% on Jan 20, 2026; 23.11% on Jan 20, 2027; 19.77% on Jan 20, 2028; 15.19% on Jan 20, 2029; 9.01% on Jan 20, 2030; 4.31% on Jan 20, 2031 | Continued service; settlement contingent on not resigning prior to June 3, 2029; clawback/forfeiture for misconduct |
| Replacement Deferred Cash Award | $12.87m | Scheduled payment Apr 14, 2025 | Repay pre-tax amount if resigns before June 3, 2025; standard clawback/forfeiture provisions |
| Guaranteed Award (2024 recruiting) | $22m nominal | 40% cash in 2025; 50% deferred DIRAP vests in 4 equal installments from Jan 20, 2026; 50% PSUs settle by Mar 15, 2028 | Forfeiture if resigns or terminated for Cause before grant/payment dates |
- Implication: largest equity deliveries begin January 2026 and stagger through 2031, creating potential windows of selling pressure; mitigated by 75% hold requirements and hedging/pledging prohibitions .
Employment Terms
| Term | Detail |
|---|---|
| Title/Reporting | Managing Director; Head of Banking and Executive Vice Chair; reports to CEO Jane Fraser; EMT member |
| Start Date/Location | Anticipated June 1, 2024; New York primary location; tax residency planning accommodated |
| Base Salary | $1,000,000 annual (prorated in 2024) |
| 2024 Guaranteed Award | $22m (structure and vesting above) |
| Severance/Change-in-Control | Citi does not provide guaranteed executive severance or stand-alone change-in-control agreements . Awards generally vest on schedule post-termination and do not accelerate, except in case of death; equity plan has double-trigger CoC protection and no excise tax gross-ups |
| Clawback/Cancelation | Equity awards subject to cancelation and Dodd-Frank Section 954 clawback; repayment and set-off provisions apply |
Potential Payments if Employment Event Occurred on Dec 31, 2024 (assumes conditions satisfied; $70.39 stock price basis)
| Scenario | Deferred Stock Awards | PSUs | Deferred Cash Awards |
|---|---|---|---|
| Change of Control of Citi | — | — | — |
| Termination for Gross Misconduct | — | — | — |
| Involuntary Termination (not for Gross Misconduct) | $43,911,886 | — | $12,870,175 |
| Voluntary Resignation/Retirement | — | — | — |
| Disability or Death | $43,911,886 | — | $12,870,175 |
Performance & Track Record
- Strategic initiative: Co-led launch of an exclusive $25B private credit/direct lending program with Apollo (and partners), to enhance client access to private lending capital; cited by Mr. Raghavan as expanding financing options for corporate and sponsor clients .
- Banking franchise: Citi reported gaining wallet share YTD across most Banking sub-products in 2024 as the unified Banking organization was established and leadership transitions completed .
Risk Indicators & Governance
- Regulatory environment: In 2024 the FRB and OCC took additional actions related to 2020 Consent Orders; civil money penalties of ~$61m (FRB) and ~$75m (OCC) were entered; Transformation Bonus Program final tranche paid at 53% due to lagging data governance progress (CEO not a participant) .
- Hedging/Pledging: Executive officers are prohibited from hedging or pledging Citi securities, supporting alignment .
- Legal proceedings: No legal proceedings where any Director, officer, or >5% owners are adverse to Citi or have a material interest adverse to Citi, as disclosed .
Compensation Structure Analysis
- Cash vs. equity mix: Significant portion of 2024 reported compensation is one-time replacement equity and deferred cash to make whole forfeited awards; ongoing pay uses a high equity mix aligned with EMT structures (DIRAP and PSUs) .
- Pay-for-performance linkage: PSUs tied to three-year Average RoTCE and Cumulative TBVPS; 2021 PSU cycle paid at 66.4% vs. 93% prior cycle, reflecting performance moderation; cumulative TSR 12.5% over 2022–2024 .
- Governance safeguards: Double-trigger CoC, no repricing, no excise tax gross-ups, 1-year minimum vesting (with limited exceptions), robust clawback/cancelation, and 75% hold requirements .
Equity Ownership & Alignment (Policies)
- Ownership commitment and post-termination hold reinforce long-term orientation; executives must retain 75% of net after-tax equity while in role and 50% for one year after .
- Insider trading policies and PTIP restrict speculative trading and hedging; additional regional policies (UK/EU) prohibit strategies undermining risk alignment for deferred awards .
Investment Implications
- Retention: Seven-year staggered equity distribution with non-resignation conditions (through June 3, 2029) and clawbacks create strong retention hooks; near-term retention risk appears low absent unusual circumstances .
- Selling pressure: A $12.87m deferred cash payment in April 2025 and significant equity deliveries beginning January 2026 could be overhangs; mitigated by 75% hold and anti-hedging/pledging policies .
- Alignment and performance sensitivity: PSU metrics (RoTCE, TBVPS) and broad equity mix align outcomes with multi-year returns; prior PSU payout at 66.4% underscores genuine downside sensitivity .
- Execution upside: Banking wallet share gains and the Apollo direct lending program can be catalysts for fee growth and capital-light earnings; macro and regulatory transformation remain key execution risks .
