Proxy Statement Highlights

Executive Compensation and Human Capital Resources and Management Highlights

●  Citi committed in 2021 to conduct a racial equity audit of its Action for Racial Equity commitments. In December 2022, Citi released the results of the audit, which assessed the design and implementation for Citi’s Action for Racial Equity;

●  Citi’s Board is committed to diversity – currently 54% of its members are women and 8% are racially diverse;

●  Citi has appointed the first female CEO of a major U.S. financial institution;

●  Citi has an Independent Chair; the By-laws provide that if Citi does not have an Independent Chair of the Board, the Board is required to elect a lead independent Director;

●  92% of Citi’s Board members are independent;

●  In 2019, Citi was the first U.S. company to disclose our unadjusted or “raw” pay gap for women and U.S. minorities, which measures median total compensation unadjusted for factors such as job function, level, and geography; and

●  Citi appointed a Chief Sustainability Officer in September 2019.

●  Citi’s By-laws provide that stockholders holding at least 15% of the outstanding common stock have the right to call a special meeting;

●  No super-majority vote provisions in our Restated Certificate of Incorporation;

●  Annual election of all Directors;

●  Majority vote standard for uncontested Director elections;

●  Proxy Access By-law; and

●  Stockholders may act by written consent.

●  Strong executive compensation governance practices, including clawback policies and a requirement that executive officers must hold a substantial amount of vested Citi common stock for at least one year after they cease being executive officers;

●  Stock ownership commitment for the Board and executive officers; and

●  Members of Citi’s Board of Directors and Citi’s executive officers (i.e., Section 16 Insiders) are not permitted to hedge their Citi securities or pledge their Citi securities as collateral for a loan. For more information, please see Citi’s Hedging Policies on pages 39-40.

●  Political Engagement Report 2022 (formerly Citi’s Political Activities Statement) includes significant disclosure about our lobbying practices and oversight. The Political Engagement Report provides meaningful disclosure about our lobbying policies and procedures;

●  Nomination, Governance and Public Affairs Committee has oversight responsibility for trade association payments in addition to oversight responsibility for political contributions and lobbying activities; and

●  Transparency on practices around political contributions and trade and business associations through:

Ø    a link on our website to federal, state, and international government websites where our lobbying activities are reported;

Ø    requiring trade and business associations that make independent expenditures, to which Citi pays dues, to attest that no portion of such payments from Citi is used for such activities; and

Ø    listing on Citi’s website the names of our significant trade and business associations in which membership dues total $100,000 or more, and the associations’ allocated portion of the dues attributable to lobbying during the calendar year.

●     Ellen M. Costello

●     Grace E. Dailey

●     Barbara J. Desoer

●     John C. Dugan

●     Duncan P. Hennes

●     Peter B. Henry

●     S. Leslie Ireland

●     Renée J. James

●     Gary M. Reiner

●     Diana L. Taylor

●     James S. Turley

●     Casper W. von Koskull

Categorical Standards

Advisory, Consulting and Employment Arrangements

Board of Directors

●         receives regular risk updates from the Chief Risk Officer at each regularly scheduled Board meeting

●         provides oversight through its committees of credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputation risk matters

●         periodically receives reports from outside advisors with respect to potential risks that could impact the Company

Board Committees:

Audit Committee

●  provides oversight of Citi’s financial and ESG reporting and internal control risk, including significant operational or compliance control breaks

Compensation, Performance Management and Culture Committee

●  provides oversight of incentive compensation plans and risk related to compensation

Nomination, Governance and Public Affairs Committee

●  provides oversight of reputational issues, ESG and sustainability, and legal and regulatory compliance risks as they relate to corporate governance matters

Risk Management Committee

●  reviews and considers for approval Citigroup’s Enterprise Risk Management Framework pertaining to credit risk, market risk, liquidity risk, strategic risk, operational risk, compliance risk, and reputation risk

●  reviews and approves key risk policies on the establishment of risk limits and reviews risk management programs for Citi and its subsidiaries

●  provides oversight of Citi’s risk profile

●  provides oversight of, among others, matters related to Citi’s Comprehensive Capital Analysis and Review (CCAR) practices, Resolution and Recovery

Technology Committee

●  provides oversight of technology-based risk management, including significant technology risk exposures, such as risks related to information security, fraud, data protection, business continuity, and cybersecurity

Transformation Oversight Committee*

●  provides oversight of the actions of Citi’s management to develop and execute a transformation of Citi’s risk and control environment required pursuant to the FRB Consent Order

Chief Risk Officer

●  delivers risk report at regularly scheduled Board meetings

●  responsible for oversight, review and challenge of risk management activities globally

●  responsible for independently identifying, measuring, monitoring, controlling, reporting and escalating risks

●  reports to the Chief Executive Officer and Risk Management Committee

●  reports to the Compensation, Performance Management and Culture Committee semi-annually regarding the risk attributes of Citi's Incentive Compensation Programs

Committee Roles and Responsibilities:

The Audit Committee assists the Board in fulfilling its oversight responsibility relating to:

●     the integrity of Citigroup’s consolidated financial statements, financial reporting process, and systems of internal accounting and financial controls;

●     the performance of the internal audit function (Internal Audit);

●     the annual independent integrated audit of Citigroup’s consolidated financial statements and effectiveness of Citigroup’s internal control over financial reporting, the engagement of the independent registered public accountants (Independent Auditors), and the evaluation of the Independent Auditors’ qualifications, independence and performance;

●     the effectiveness of Citigroup’s control environment and status of corrective actions, including the timely remediation of control breaks (including, without limitation, significant compliance or operational control breaks);

●     policy standards and guidelines for risk assessment and risk management;

●     the appointment and approval of the base and incentive compensation for the Chief Auditor;

●     Citigroup’s compliance with legal and regulatory requirements, including Citigroup’s disclosure controls and procedures;

●     the fulfillment of the other responsibilities set out in the Audit Committee’s charter; and

●     management’s evaluation of disclosure controls and procedures for Citigroup’s ESG metrics and disclosures and management’s plans and progress in enhancing the design and operating effectiveness of such internal controls and procedures, where applicable.

The report of the Committee required by the rules of the SEC is included in this Proxy Statement.

The Board has determined that each of Mses. Costello and Dailey and Messrs. Dugan, Hennes, and Turley qualifies as an “audit committee financial expert” as defined by the SEC and each such Director as well as Ms. James is considered “financially literate” under NYSE rules, and, in addition to being independent according to the Board’s independence standards as set out in its Corporate Governance Guidelines, each is independent within the meaning of applicable SEC rules, the corporate governance rules of the NYSE, and the FDIC guidelines.

Members:

Ellen M. Costello
Grace E. Dailey
John C. Dugan
Duncan P. Hennes
Renée J. James
James S. Turley (Chair)

Committee Meetings 
in 2022:

28

Charter:

The Audit Committee Charter, as adopted by the Board, is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

Committee Roles and Responsibilities:

The Compensation, Performance Management and Culture Committee has been delegated broad authority to oversee compensation of employees of the Company and its subsidiaries and affiliates, as well as the authority to oversee management’s sustained focus on fostering a principled culture of sound ethics, responsible conduct and accountability within the organization. The Committee regularly reviews Citi’s management resources and performance of senior management. The Committee is responsible for determining the compensation for the CEO and approving the compensation of other executive officers of the Company and the Executive Management Team. The Committee is also responsible for approving the incentive compensation structure for other members of senior management and certain highly compensated employees (including discretionary incentive awards to covered employees as defined in applicable bank regulatory guidance), in accordance with guidelines established by the Committee from time to time. The Committee also has broad oversight of compliance with bank regulatory guidance governing Citi’s incentive compensation.

The Committee receives reports from management on efforts to foster and support Citi’s desired culture and promote ethical decision-making in the organization via training or other initiatives, including management’s efforts to achieve its target culture state and to encourage employees to escalate issues and share feedback without fear of retaliation. The Committee also reviews at least annually whether Citi’s Code of Conduct instills appropriate ethical behavior in Citi’s culture, business practices and employees and recommends any proposed changes or waivers to the Board for approval. The Committee reviews certain concerns reported to the Citi Ethics Office as appropriate.

The Committee annually reviews and discusses the Compensation Discussion and Analysis required to be included in the Company’s Proxy Statement with management, and, if appropriate, recommends to the Board that the Compensation Discussion and Analysis be included. Additionally, the Committee reviews and approves the overall goals of Citi’s material incentive compensation programs, including as expressed through Citi’s Compensation Philosophy, and provides oversight for Citi’s incentive compensation programs so that they both (i) appropriately balance risk and financial results in a manner that does not encourage employees to expose Citi to imprudent risks, and (ii) are consistent with bank safety and soundness. Toward that end, the Committee meets periodically with Citi’s Chief Risk Officer to discuss the risk attributes of Citi’s incentive compensation programs.

The Committee has the power to hire and fire independent compensation consultants, legal counsel, or financial or other advisors as it may deem necessary to assist it in the performance of its duties and responsibilities, without consulting or obtaining the approval of senior management of the Company. The Committee has retained Frederic W. Cook & Co. (FW Cook) to provide the Committee with advice on Citi’s compensation programs for senior management.

The Board has determined that in addition to being independent according to the Board’s independence standards as set out in its Corporate Governance Guidelines, each of the members of the Compensation, Performance Management and Culture Committee is independent according to the corporate governance rules of the NYSE. Each of such Directors is a “non-employee Director,” as defined in Section 16 of the Securities Exchange Act of 1934.

Members:

John C. Dugan (Chair)
Duncan P. Hennes
Peter B. Henry
Renée J. James
Gary M. Reiner
Diana L. Taylor
Casper W. von Koskull

Committee Meetings
in 2022:

9

(The predecessors to the Compensation, Performance Management and Culture Committee met during 2022 as follows: the Ethics, Conduct and Culture Committee met once and the Personnel and Compensation Committee met 5 times.)

Charter:

The Compensation, Performance Management and Culture Committee Charter is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

Committee Roles and Responsibilities:

The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the full Board can be held.

Members:

Barbara J. Desoer
John C. Dugan (Chair)
Duncan P. Hennes
Renée J. James
Diana L. Taylor
James S. Turley

Committee Meetings in 2022:

None

Committee Roles and Responsibilities:

The Nomination, Governance and Public Affairs Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board the Director nominees for the next Annual Meeting of Stockholders. It leads the Board in its annual review of the Board’s performance and makes recommendations as to the composition of the committees for appointment by the Board. The Committee takes a leadership role in shaping corporate governance policies and practices, including recommending to the Board the Corporate Governance Guidelines and monitoring Citi’s compliance with these policies and practices and the Guidelines. The Committee is responsible for reviewing and approving all related party transactions involving a Director or an immediate family member of a Director and any related party transaction involving an executive officer or immediate family member of an executive officer if the transaction is valued at $50 million or more, in each case, other than certain enumerated ordinary course transactions. See Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation on pages 37-39 for a complete description of the Policy on Related Party Transactions.

The Committee, as part of the Board’s executive succession planning process, evaluates and nominates potential successors to the CEO and provides an annual report to the Board on CEO succession. The Committee also reviews Director Compensation and Benefits. The Committee is responsible for reviewing Citi’s policies and programs that relate to public issues of significance to Citi and the public at large and reviewing relationships with external constituencies and issues that impact Citi’s reputation. The Committee also has the responsibility for reviewing public policy and reputational issues facing Citi; reviewing political contributions and lobbying expenditures and payments to trade associations made by Citi, and charitable contributions made by Citi and the Citi Foundation; reviewing Citi’s policies and practices regarding supplier diversity; reviewing the work of Citi’s Reputation Risk Committees; and reviewing Citi’s ESG policies and programs, including environmental and human rights policies. The Committee makes recommendations to Citibank’s Board with respect to the following duties and responsibilities set forth in Oversight of Corporate Governance: size, Chair and membership of Citibank’s Board and Committees; independence of Citibank’s non-management Board members; and compensation paid to Citibank’s non-management Board members. The Committee’s focus is global, reflecting Citi’s global footprint. The Committee also makes recommendations to the Board regarding amendments to the Company’s Major Expenditure Program — Limits of Authority.

The Board has determined that, in addition to being independent according to the Board’s independence standards as set out in its Corporate Governance Guidelines, each of the members of the Nomination, Governance and Public Affairs Committee is independent according to the corporate governance rules of the NYSE.

Members:

John C. Dugan
Peter B. Henry
Gary M. Reiner
Diana L. Taylor (Chair)
Casper W. von Koskull

Committee Meetings in 2022:

6

Charter:

The Nomination, Governance and Public Affairs Committee Charter, as adopted by the Board, is available
on our website at
www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

Committee Roles and Responsibilities:

The Risk Management Committee has been delegated authority to assist the Board in fulfilling its responsibility with respect to (1) oversight of Citigroup’s risk management framework, including the significant policies and practices used in managing credit, market (trading and non-trading), liquidity, strategic, operational, compliance, reputation and certain other risks, including those pertaining to capital management, and (2) oversight of the performance of the Global Risk Review (GRR) credit, capital and collateral review function. The Committee reports to the Board of Directors regarding Citigroup’s risk profile, as well as its risk management framework, including the significant policies and practices employed to manage risks in Citigroup’s businesses, as well as the overall adequacy of the Risk Management function. The Committee also has responsibility for the oversight of the Conduct Risk Management Program. The Committee’s role is one of oversight, recognizing that Management is responsible for executing Citigroup’s risk management and related Treasury policies. While the Committee has the responsibilities and powers set forth in the Risk Management Committee Charter, Management is responsible for designing, implementing and maintaining an effective risk program. Line business managers are responsible for managing risks in the areas for which they are responsible. The duties and responsibilities of the Independent Risk Management functions are described in the Enterprise Risk Management Framework.

The Citigroup Chief Risk Officer (CRO) heads the Independent Risk Management function, which sets risk and control standards for the first line of defense and actively manages and oversees aggregate credit, market (trading and non-trading), liquidity, strategic, operational, and reputation risks across the firm, including risks that span categories, such as concentration risk country risk, and climate risk.

The Citigroup Chief Compliance Officer (CCO) is responsible for the Independent Compliance Risk Management (ICRM) function. The CCO reports to Citigroup’s General Counsel with a matrix reporting line into the CRO. To support the independent status of the ICRM function, the CCO has regular and unrestricted access to committees of the Citigroup Board, including the Audit Committee and Risk Management Committee.

Members:

Ellen M. Costello
Grace E. Dailey
Barbara J. Desoer
John C. Dugan
Duncan P. Hennes (Chair)
James S. Turley
Casper W. von Koskull

Committee Meetings
in 2022:

16

Charter:

The Risk Management Committee Charter is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

Committee Roles and Responsibilities:

The purpose of the Technology Committee is to assist the Board in fulfilling its responsibility with respect to oversight of: (1) the planning and execution of Citigroup’s technology strategy and operating plan, (2) the development of Citi’s target state operating model and architecture, including the incorporation of Global Business Services, (3) technology-based risk management, including risk management framework, risk appetite and risk exposures of Citi, including Cyber Security, (4) resource and talent planning of the Technology function, and (5) Citi’s third-party management policies, practices and standards that relate to Technology.

The Committee provides oversight of Citi’s technology strategy and operating plan; technology initiatives across the Consent Orders; the Technology Transformation initiative; business-led initiatives; elements of the Data plan under the Consent Orders and the development and deployment of Data Quality Metrics; management’s efforts to monitor and control risks related to information security, fraud, data protection, business continuity, third-party and Cyber Security; and technology change management. The Committee reviews trends that may affect the Company’s strategy, including distributed ledgers, cryptocurrency, Artificial Intelligence and Machine Learning.

Members:

Barbara J. Desoer
John C. Dugan
S. Leslie Ireland
Renée J. James (Chair)
Gary M. Reiner

Committee Meetings
in 2022:

9

Charter:

The Technology Committee Charter, as adopted by the Board, is available on our website at www.citigroup.com. Click on “Investors,” then “Corporate Governance,” and then “Citigroup Board of Directors’ Committee Charters.”

● committee member

● committee chair

●

Whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards;

●

Whether the candidate has had business, governmental, non-profit or professional experience at the chair, chief executive officer, chief operating officer, or equivalent policy-making and operational level of a large organization with significant international activities across many regulatory jurisdictions and regions that indicates that the candidate will be able to make a meaningful and immediate contribution to the Board’s discussion of and decision-making on the array of complex issues facing a large financial services business that operates on a global scale;

●

Whether the candidate has special skills, expertise and a diverse background that would complement the attributes of the existing Directors, taking into consideration the diverse communities and geographies in which the Company operates;

●

Whether the candidate has the financial expertise required to provide effective oversight of a diversified financial services business that operates on a global scale;

●

Whether the candidate has achieved prominence in his or her business, governmental, or professional activities and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that the Board is called upon to make;

●

Whether the candidate will effectively, consistently, and appropriately take into account and balance the legitimate interests and concerns of all of the Company’s stockholders and other stakeholders in reaching decisions, rather than advancing the interests of a particular constituency;

●

Whether the candidate possesses a willingness to challenge management while working constructively as part of a team in an environment of collegiality and trust; and

●

Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a Director.

Citi’s Compensation, Performance Management and Culture Committee is responsible for determining the compensation of the CEO and approving the compensation of other executive officers of the Company and the Executive Management Team. In order to properly carry out its responsibilities with respect to compensation, Citi’s Board must include members who have experience evaluating the structure of compensation for senior executives. They must understand the various forms of compensation that can be utilized, the purpose of each type and how various elements of compensation can be used to motivate and reward executives and drive performance, while not encouraging imprudent risk-taking or simply having short-term goals.

Citi’s Personal Banking and Wealth Management, a global leader in banking, credit cards and wealth management, is a critical growth engine for Citi. Globally, Citi continues to introduce industry-leading digital capabilities, redesign the client experience, and embed its services in the most popular social and e-commerce platforms, enabling customers to bank anytime, anywhere, on their channel of choice. Citi looks to its Board members with extensive consumer experience to assist it in evaluating its business model and strategies for reaching and servicing its retail customers domestically and around the world. It is critically important that its Board include members who have consumer-oriented and financial services backgrounds.

Citi aspires to the highest standards of corporate governance and ethical conduct: doing what we say, reporting results with accuracy and transparency, and maintaining compliance with the laws, rules, and regulations that govern the Company’s businesses. The Board is responsible for shaping corporate governance policies and practices, including adopting the corporate governance guidelines applicable to the Company and monitoring the Company’s compliance with governance policies and the guidelines. To carry out these responsibilities, the Board must include experienced leaders in the area of corporate governance who must be familiar with governance issues, the constituencies most interested in those issues, and the impact that governance policies have on the functioning of a company.

Citi has a long history as a technology innovator–––Citibank, N.A. was one of the first banks to offer automatic teller machines for its customers during the 1970s. As Citi deploys new technology and platform innovations to gather, process, analyze, and provide information to execute transactions and meet the needs of its clients and customers, Citi must ensure that its operations are efficient and there is a continuous focus on enhancing productivity to meet its operational and strategic goals, while mitigating technology risks through efforts to improve cybersecurity, data privacy, and data management efforts. The Board must include members who have knowledge and experience in technology, including such technology-centric issues as cybersecurity, data privacy and data management. Members of the Board must be qualified to provide oversight of the development and maintenance of Citi’s technology platforms; Citi’s compliance with regulatory requirements; Citi’s operational efficiency and productivity strategies; the operations and reliability of Citi’s systems; and the protection of client and customer data.

ESG is a critical business issue, with ties to both risk and opportunity. Citi has been engaged in sustainability for over 20 years and views the environment, sustainability and transparency as important aspects of stockholder and broader stakeholder value. Citi communicates its sustainability and ESG efforts to stockholders, clients and other stakeholders, including its achievements in the areas of environmental sustainability, climate change, net zero, community investment and development, and human rights. Environmental and social issues have the potential to impede corporate plans and long-term performance, which is why it is necessary to have a sustainability-competent Board. Citi’s Board must include members with experience in the areas of climate change and finance, community development, corporate social responsibility and other ESG issues to help Citi navigate these complex and quickly evolving issues and to assist management in evaluating Citi’s ESG policies and programs.

Citi’s internal controls over financial reporting are designed to ensure that Citi’s financial reporting and its financial statements are prepared in accordance with generally accepted accounting principles. While the Board and its committees are not responsible for preparing our financial statements, they have oversight responsibility, including the selection of outside independent auditors, subject to stockholder ratification, and lead audit engagement partner. The Board must include members with direct or supervisory experience in the preparation of financial statements, as well as finance, audit, and accounting expertise.

Citi employs approximately 240,000 people in nearly 100 countries. Human capital management is a critical capability for Citi’s Board given the strategic importance of maintaining a skilled, motivated workforce. Citi’s Board must include Directors who understand key issues related to human capital including training, diversity, employee benefits, compensation programs, career trajectories, and U.S. and global labor issues. Having Directors with the appropriate expertise to review our succession strategy and leadership pipeline for key roles while taking into account Citi’s long-term corporate strategy is paramount to managing Citi’s resources — its employees. Citi seeks out Board members who have had experience overseeing and managing executive teams and a sizeable worldwide workforce, with an emphasis on development of human resources.

Citi provides a wide variety of services to its corporate clients, including strategic and financial advisory services, such as mergers, acquisitions, financial restructurings, loans, foreign exchange, cash management, underwriting and distributing equity, and debt and equity derivative services, markets and securities services, retail structured products, liquidity management, treasury and trade solutions and securities and fund services. With a corporate business as extensive and complex as Citi’s, it is crucial that members of the Board have the depth of understanding and experience necessary to guide management’s conduct of these lines of business.

As a company with a broad international reach, Citi’s Board values the perspectives of Directors with international business or governmental experience or expertise in global economics. Citi’s presence in markets outside the United States is an important competitive advantage for Citi, because it allows us to serve U.S. and foreign businesses and individual clients whose activities span the globe. Directors with international business experience can use the experience that they have developed through their own business dealings to assist Citi’s Board and management in understanding and successfully navigating the business, political, and regulatory environments in countries in which Citi does or seeks to do business. Directors with global economics expertise can help guide Citi management in understanding the challenges faced by other markets and in developing its global strategy.

Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies, both domestically and internationally, including in the U.S. the FRB, the OCC, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, and state banking and insurance departments, as well as international financial services authorities. Having Directors with experience interacting with regulators or operating businesses subject to extensive regulation is important to furthering Citi’s continued compliance with its many regulatory requirements and fostering productive relationships with its regulators. Given the critical importance of ethics, conduct and culture, Citi’s Board must include members with experience overseeing ethics and compliance and building an effective, values-based ethics and compliance program. In addition to the regulatory supervision described above, Citi is subject to myriad laws and regulations and is party to legal actions and regulatory proceedings from time to time. Citi’s Board has an important oversight function with respect to compliance with applicable requirements, which includes monitoring the progress of legal proceedings and evaluating major settlements.

Risk management is a critical function of a complex global financial services company and its proper supervision requires Board members with sophisticated risk management skills and experience. Directors provide oversight of the Company’s risk management framework, including the significant policies, procedures, and practices used in managing credit, market (trading and non-trading), liquidity, strategic, operational, compliance, reputation and certain other risks, and review recommendations by management regarding risk mitigation. Citi’s Board must include members with risk expertise to assist Citi in its efforts to properly identify, measure, monitor, report, analyze, and control or mitigate risk.

Board Recommendation

The Board of Directors recommends that you vote FOR each of the following nominees.

Former President and Chief Executive Officer, BMO Financial Corporation, and
Former U.S. Country Head, BMO Financial Group

●    President and CEO, BMO Financial Corporation and U.S. Country Head, BMO Financial Group – 2011 to 2013

●    Group Head, Personal and Commercial Banking, U.S. and President and Chief Executive Officer, BMO Harris Bank N.A., BMO Financial Group – 2006 to 2011

●    Vice Chairman and Head, Securitization and Credit Investment Management, Merchant Banking and Head of N.Y. Office, Capital Markets Group, BMO Financial Group – 2000 to 2006

●    Executive Vice President, Strategic Initiatives, Capital Markets Group, BMO Financial Group – 2000

●    Executive Vice President and Head, Global Treasury Group, BMO Financial Group – 1997 to 1999

●    Senior Vice President and Deputy Treasurer, Global Treasury Group, BMO Financial Group – 1995 to 1997

●    Managing Director and Regional Treasurer, Asia Pacific, Global Treasury Group, BMO Financial Group – 1993 to 1994

●    Managing Director and Head, North American Financial Product Sales, Global Treasury Group, BMO Financial Group – 1991 to 1993

Skills and Qualifications

Ms. Costello is an accomplished financial services executive and through her prominent roles in the areas of Financial Services, Risk Management, Institutional and Consumer Businesses, Financial Reporting, Operations and Technology, and Regulatory and Compliance, has been nominated to serve on the Board. Because Citi is an international financial services company with both consumer and institutional businesses, having former banking executives with extensive banking experience, like Ms. Costello, as Board members enables the Board to provide knowledgeable oversight to its business and regulatory activities. In her 30 years at BMO Financial Group, a global financial institution, Ms. Costello acquired extensive experience in personal and commercial banking, wealth management, and capital markets businesses in Canada, Asia, and the U.S. In her roles in Global Treasury and Global Capital Markets, she gained experience in corporate, institutional, and investment banking, securities, trading, and asset management. As CEO of BMO Harris Bank N.A., Ms. Costello gained experience in personal and commercial banking, strategic planning, marketing, regulatory compliance, financial reporting, and personnel matters. Additionally, as CEO of BMO Financial Corporation and U.S. Country Head of BMO Financial Group, she gained further experience in regulatory compliance, including capital and resolution planning, risk management, and governance. Her prior board service at DH Corporation and her current board service at Diebold Nixdorf provide her with experience in global operations and financial technologies businesses. Ms. Costello’s extensive financial services background also adds significant value to Citi’s and Citibank’s relationships with various regulators and stakeholders.

Primary Qualifications

   Consumer Business and Financial Services

   Financial Reporting

   Institutional Business

   Legal, Regulatory and Compliance

Director of Citigroup
since 2016

Other Public
Company Directorships:
Diebold Nixdorf, Inc. (until
April 27, 2023)

Previous Directorships within the last five years:
DH Corporation

Other Activities:
The Economic Club of Chicago (Member)

Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency

•     Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency – 2016 to 2019

•     Assistant Deputy Comptroller, Office of the Comptroller of the Currency – 2015
to 2016

•     Examiner-in-Charge – U.S. Bank, Office of the Comptroller of the Currency – 2010
to 2015

•     Deputy Comptroller – Large Bank Supervision, Office of the Comptroller of the Currency – 2001 to 2010

•     Examiner-in-Charge – Citibank, Office of the Comptroller of the Currency – 1997
to 2001

•     Various Roles, Office of the Comptroller of the Currency – 1983 to 1997

Skills and Qualifications

Ms. Dailey is an experienced former banking regulator and has been nominated to serve on the Board because of her extensive skills and knowledge in the areas of Consumer Business and Financial Services, Financial Reporting, Regulatory and Compliance, and Risk Management. Ms. Dailey’s service as the former Senior Deputy Comptroller for Bank Supervision Policy and as the former Chief National Bank Examiner enables her to bring deep experience in risk management, consumer banking, and financial regulation. In addition, her extensive financial services background adds significant value to Citi’s Board. Her 36 years of experience as a banking regulator gives her a unique understanding of our industry and insight into key issues facing financial institutions. Ms. Dailey’s extensive risk management, regulatory, compliance, and government affairs experience well qualify her to serve on Citi’s Board.

Primary Qualifications

   Consumer Business and Financial Services

   Financial Reporting

   Legal, Regulatory and Compliance

   Risk Management

Director of Citigroup
since 2019

Director of Citibank, N.A.
since 2020

Other Public
Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
None

Chair
Citibank, N.A.

•   Chair, Citibank, N.A. – April 2019 to Present

•   Chief Executive Officer, Citibank, N.A. – April 2014 to April 2019

•   Chief Operating Officer, Citibank, N.A. – October 2013 to April 2014

•   President, Bank of America Home Loans, Bank of America – 2008 to 2012

•   Global Technology & Operations Executive, Bank of America – 2004 to 2008

Skills and Qualifications

Ms. Desoer has been nominated to serve on the Board because of her significant insight into the financial services industry, including client services, and extensive expertise in financial management, risk management and the management of regulatory issues at large financial institutions. She has over 40 years of large bank experience, as the CEO of Citibank, N.A. for five years and a 35-year career at Bank of America, serving in such roles as the President of Bank of America Home Loans and as a Global Technology & Operations Executive. Ms. Desoer’s knowledge of and experience in the financial services qualifies her to serve on Citi’s Board. Her primary qualifications are in the following areas: Consumer Business and Financial Services, and Institutional Business through her roles at Citibank, N.A. and Bank of America; Operations and Technology experience while serving as a Global Technology & Operations Executive at Bank of America where she enabled growth and innovation through technology; Regulatory and Compliance through her service as the CEO of Citibank, N.A. and previously as the head of Citi’s Anti-Money Laundering Program; and Risk Management through her oversight of Citi’s Comprehensive Capital Analysis and Review Process and serving on Citibank’s Risk Management Committee. Ms. Desoer is a significant asset to Citi’s Board because of her expertise in financial regulation, leadership in the operations of a large global financial institution, technology and management.

Primary Qualifications

   Consumer Business and Financial Services

   Institutional Business

   Legal, Regulatory and Compliance

   Risk Management

Director of Citigroup
since 2019

Director of Citibank, N.A.
since 2014

Other Public
Company Directorships:
DaVita Inc.

Previous Directorships within the last five years:
None

Other Activities:
InStride (Advisory Board Member)

Chair
Citigroup Inc.

•   Chair, Citigroup Inc. – January 2019 to Present

•   Director, Citigroup Inc. – October 2017 to Present

•   Partner and Chair, Financial Institutions Group, Covington & Burling LLP – 2011 to 2017

•   Comptroller of the Currency – 2005 to 2010

•   Partner (1995 to 2005) and Of Counsel (1993 to 1995), Covington & Burling LLP

•   Assistant Secretary for Domestic Finance and Deputy Assistant Secretary for Financial Institutions Policy, U.S. Department of the Treasury – 1989 to 1993

•   Minority General Counsel and Counsel for the U.S. Senate Committee on Banking, Housing, and Urban Affairs – 1985 to 1989

Skills and Qualifications

Mr. Dugan is an experienced former banking regulator and former law firm partner and has been nominated to serve on the Board because of his extensive skills and knowledge in the areas of Risk Management, Compensation, Financial Services, Corporate Governance, and Legal, Regulatory and Compliance. Because Citi operates in a highly regulated industry, having Board members like Mr. Dugan, with valuable expertise and perspective in regulatory, legal, and compliance matters, is vital to enhancing the Board’s oversight of the Company. During his tenure as Comptroller of the Currency, Mr. Dugan led the agency through the financial crisis and the ensuing recession that resulted in numerous regulatory, supervisory, and legislative actions for national banks. As a former partner at Covington & Burling LLP, Mr. Dugan advised financial institution clients, including boards of directors, on a range of issues arising from increased regulatory requirements resulting from the financial crisis, including the implementation of the Dodd-Frank Act. In the international arena, Mr. Dugan developed important expertise and insights from serving on the Basel Committee on Banking Supervision as it formulated the “Basel III” regulatory standards; chairing the Joint Forum of banking, securities, and insurance supervisors; performing an active role at the Financial Stability Board; and serving as a member of the Global Advisory Board of Mitsubishi UFJ Financial Group, Inc. Mr. Dugan also developed valuable perspective on accounting issues from his five years of service as Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board and the Government Accounting Standards Board.

Primary Qualifications

   Compensation

   Corporate Governance

   Legal, Regulatory and Compliance

   Risk Management

Director of Citigroup
since 2017

Other Public
Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
University of Michigan, “Michigan in Washington” program (Advisory Board)

Chief Executive Officer
Citigroup Inc.

•   Chief Executive Officer, Citigroup Inc. – February 26, 2021 to Present

•   President of Citi – October 2019 to February 2021

•   Chief Executive Officer, Global Consumer Banking – 2019 to 2020

•   Chief Executive Officer, Citi Latin America – 2015 to 2019

•   CEO, U.S. Consumer and Commercial Banking and CitiMortgage – 2013 to 2015

•   Global Head of Citi Private Bank – 2009 to 2013

•   Global Head of Strategy and Mergers & Acquisitions – 2007 to 2009

Skills and Qualifications

Ms. Fraser is an experienced financial services executive and finance professional, and has been nominated to serve on the Board because of her extensive experience and expertise in the areas of Corporate and Consumer Businesses, Financial Services, Human Capital Management, Institutional Business, Regulatory and Compliance, and Corporate Affairs. Ms. Fraser has gained leadership experience as the President of Citi, extensive consumer business experience as the CEO of Citi’s Global Consumer Banking business, and as the CEO of Citi’s U.S. Consumer and Commercial Banking and Mortgage businesses. She also has experience in global and institutional business operations as the CEO of Citi Latin America, and strategic planning experience as the Global Head of Strategy and Mergers & Acquisitions. With extensive knowledge and experience with both major business lines at Citi, as well as experience leading from the top of the house, Ms. Fraser is uniquely qualified to serve on the Board. In her previous role as President and in her current role as CEO of Citigroup Inc. she has gained extensive experience with Citi’s governance, regulatory interaction, human capital management, ESG initiatives, and values and culture. She also brings significant risk management, regulatory, and international experience to our Board. The Board believes that Ms. Fraser, with her financial background, leadership and operational skills, and expertise in regulatory matters and banking, is a valuable resource for the Board.

Primary Qualifications

   Consumer Business and Financial Services

   Human Capital Management

   International Business or Economics

   Legal, Regulatory and Compliance

Director of Citigroup
since 2020

Director of Citibank, N.A.
since 2020

Other Public
Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
Council on Foreign Relations (Member), Harvard Business School (Board of Dean’s Advisors), and Stanford Advisory Board (Member)

Co-Founder and Partner
Atrevida Partners, LLC

•   Co-Founder and Partner, Atrevida Partners, LLC – June 2007 to Present

•   Co-Founder and Partner, Promontory Financial Group – 2000 to 2006

•   Chief Executive Officer, Soros Fund Management – 1999 to 2000

•   Executive Vice President/Treasurer, Bankers Trust Corporation – 1987 to 1999

•   Audit Manager, Arthur Andersen & Co. – 1979 to 1987

Skills and Qualifications

Mr. Hennes is an experienced financial services professional and has been nominated to serve on the Board because of his considerable expertise in the areas of Compensation, Financial Services, Risk Management, Financial Reporting, Institutional Business, and Regulatory and Compliance. Because Citi is an international financial services company with a significant institutional business and a need to ensure proper risk management, having an executive, like Mr. Hennes, with extensive institutional and risk management experience, enables the Board to provide knowledgeable oversight of its institutional business and its risk management function. In his role as the Co-Founder of Atrevida Partners, LLC and his prior experience at Promontory Financial Group and Bankers Trust Corporation, Mr. Hennes has developed wide-ranging skills and experience in financial services, regulatory compliance, corporate and investment banking, and securities and trading. While at Bankers Trust Corporation, Mr. Hennes was Chairman of Oversight Partners I, the consortium of 14 firms that participated in the equity recapitalization of Long-Term Capital Management. As the Chairman of Oversight Partners I, Mr. Hennes gained experience in credit and risk management, and personnel matters. In his capacity as CEO of Soros Fund Management, Mr. Hennes gained experience in investing, operational infrastructure, and trading, including arbitrage activities. Mr. Hennes’s experience as a Certified Public Accountant has also given him audit, financial reporting, and risk management expertise.

Primary Qualifications

    Compensation

   Institutional Business

   Legal, Regulatory and Compliance

   Risk Management

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

Other Public
Company Directorships:
RenaissanceRe Holdings Ltd.

Previous Directorships within the last five years:
None

Other Activities:
None

Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University

•     Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University – September 2022 to Present

•     Dean Emeritus and W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business – December 2017 to September 2022

•     Dean, New York University, Leonard N. Stern School of Business – January 2010 to December 2017

•     Faculty Member, Stanford University – 1997 to 2009

•     Fellow, National Science Foundation – 1993 to 1996

Skills and Qualifications

Mr. Henry, a leading academic and seasoned international economist, has been nominated to serve on the Board because of his extensive expertise in the areas of International Business or Economics, Financial Services, Risk Management, Financial Reporting, Institutional Business, Human Capital Management, and Corporate Governance. As a renowned international economist, he shares important perspectives with the Board on emerging markets, which is a focus of Citi’s strategy. The experience he gained in his role as Dean of the Leonard N. Stern School of Business enables him to provide an important perspective to the Board’s discussions on public affairs, financial, and operational matters. As a member of the Board of Nike, Inc. and its Audit, Corporate Responsibility and Sustainability, and Governance Committees, Mr. Henry has gained knowledge about the consumer business environment, sustainability issues, and governance. Mr. Henry’s governmental advisory roles, including leadership of President Obama’s Transition Team’s review of international lending agencies and his service as an economic advisor to governments in developing and emerging markets, have given him valuable insights and perspectives on international business and financial services. Mr. Henry brings to the Board experience in executive leadership at a large private university, including a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world.

Primary Qualifications

   Corporate Governance

   ESG

   Human Capital Management

   International Business or Economics

Director of Citigroup
since 2015

Other Public Company Directorships:
Nike, Inc.

Previous Directorships within the last five years:
General Electric Company

Other Activities:
National Bureau of Economic Research (Board), The Economic Club of New York (Board), Protiviti (Advisory Board), Biospring Partners (Advisory Board), Makena Capital (Advisory Board) and Two Bridges Football Club (Board)

Former Assistant Secretary for Intelligence and Analysis, U.S. Department of the Treasury, and National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence

•   Assistant Secretary and Head of the Office of Intelligence and Analysis, U.S. Department of the Treasury – 2010 to 2016

•   National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence – 2010 to 2016

•   President’s Daily Intelligence Briefer – 2008 to 2010

•   Iran Mission Manager – 2005 to 2008

•   Executive Advisor to the Director and Deputy Director on Central Intelligence, CIA – 2004 to 2005

•   Various Leadership, Staff and Analytical positions (classified), CIA – 1985 to 2003

Skills and Qualifications

Ms. Ireland, former Assistant Secretary for Intelligence and Analysis for the U.S. Department of the Treasury and National Intelligence Manager for Threat Finance, brings to Citi significant knowledge and expertise from her career in financial intelligence and cybersecurity, both in the U.S. and internationally. Ms. Ireland has been nominated to serve on the Board because of her experience in the areas of Institutional Business and Economics, Cybersecurity and Data Management, Regulatory and Compliance, and Risk Management. During her service to the U.S. Government, Ms. Ireland provided global economic and financial intelligence, developed and strengthened infrastructure to protect U.S. national security, and advised and oversaw financial intelligence processes. Ms. Ireland is able to offer unique insight and perspective to Citi’s Board on financial threats faced by organizations in the public and private sectors, including cybersecurity and money laundering. Ms. Ireland’s expertise in protecting IT systems from internal and external cybersecurity threats, and setting and evaluating organizational risks, helps enhance the Board’s oversight of cybersecurity and risk management practices.

Primary Qualifications

   Cybersecurity and Data Management

   International Business or Economics

   Legal, Regulatory and Compliance

   Risk Management

Director of Citigroup
since 2017

Director of Citibank, N.A.
since 2017

Other Public
Company Directorships:
KnightSwan Acquisition Corp.

Previous Directorships within the last five years:
None

Other Activities:
The Stimson Center (Board) and Chubb Insurance (Cyber Advisory Board)

Founder, Chair and CEO, Ampere Computing

•   Founder, Chair and CEO, Ampere Computing – February 2017 to Present

•   Operating Executive, The Carlyle Group – February 2016 to Present

•   President, Intel Corporation – 2013 to 2016

•   Executive Vice President of Intel Corporation – 2004 to 2013

•   Group Vice President and General Manager, Software Development – 2001 to 2004

•   Chief Operating Officer, Intel Online Solutions – 1999 to 2001

•   Chief of Staff to Intel Founder, Chairman and CEO Andrew Grove – 1995 to 1999

Skills and Qualifications

Ms. James is a seasoned technology leader with broad international operations experience managing large-scale, complex global operations. An accomplished operational executive, Ms. James has been nominated to serve on the Board because of her expertise in the areas of Technology, Cybersecurity and Data Management, Risk Management, Human Capital Management, and International and Consumer Businesses. Through her 28-year career as a technology executive at Intel and in her current role as Founder, Chair and CEO of Ampere Computing, a private technology company, and her role as Operating Executive with the Media and Technology Practice at The Carlyle Group, as well as in her role on the National Security Telecommunications Advisory Committee to the President of the United States, Ms. James has developed extensive expertise in cybersecurity and emerging technologies. These skills are particularly important to Citi as a member of an industry facing cyber threats and as a company embracing innovation and new technologies. Through her career at Intel and her service on the boards of other prominent international companies (Oracle Corporation, Sabre Corporation, and Vodafone Group Plc), Ms. James has had executive experience with consumer risk management and corporate governance issues.

Primary Qualifications

   Consumer Business and Financial Services

   Cybersecurity and Data Management

   Human Capital Management

   Risk Management

Director of Citigroup
since 2016

Other Public Company Directorships:
Oracle Corporation

Previous Directorships within the last five years:
Sabre Corporation and Vodafone Group Plc

Other Activities:
President’s National Security Telecommunications Advisory Committee (Member and Prior Chair) and University of Oregon (Trustee)

Operating Partner
General Atlantic LLC

•   Operating Partner, General Atlantic LLC – September 2010 to Present

•   Senior Vice President and Chief Information Officer, General Electric Company – 1996 to 2010

•   Partner, Boston Consulting Group – 1986 to 1991

Skills and Qualifications

Mr. Reiner is an experienced executive and has been nominated to serve on the Board because of his experience in the areas of Cybersecurity and Data Management, Financial Reporting, Compensation, Corporate Governance, and International and Consumer Businesses. In his current role as Operating Partner of General Atlantic LLC, he has continued to broaden his considerable expertise in technology and management. Through his tenure as Chief Information Officer at General Electric, Mr. Reiner gained extensive experience in the management of a large, complex, multinational operation, developing technology innovations, strategic planning, and marketing to an international consumer and institutional customer base. He also has significant knowledge and insight in information technology through his many years of service as a partner of Boston Consulting Group, where he focused on strategic issues for technology businesses and in advising on cybersecurity issues. Mr. Reiner’s expertise as an innovative technology leader assists Citi in meeting the operational, technology, and cybersecurity challenges inherent in operating a financial services company in the 21st century. Through his service on the Hewlett Packard Board of Directors, Mr. Reiner has developed additional leadership, sustainability and corporate governance expertise as the Chair of its Nominating, Governance and Social Responsibility Committee.

Primary Qualifications

   Compensation

   Consumer Business and Financial Services

   Cybersecurity and Data Management

   International Business or Economics

Director of Citigroup
since 2013

Other Public
Company Directorships:
Hewlett Packard Enterprise Company

Previous Directorships within the last five years:
Box Inc.

Other Activities:
None

Former Superintendent of Banks, State of New York

•   Vice Chair, Solera Capital LLC – July 2014 to 2018

•   Managing Director, Wolfensohn Fund Management, L.P. – 2007 to 2014

•   Superintendent of Banks, State of New York – 2003 to 2007

•   Deputy Secretary, Governor Pataki, State of New York – 2002 to 2003

•   Chief Financial Officer, Long Island Power Authority – 2001 to 2002

•   Vice President, KeySpan Energy – 1999 to 2001

•   Assistant Secretary, Governor Pataki, State of New York – 1996 to 1999

•   Executive Vice President, Muriel Siebert & Company – 1993 to 1994

•   President, M.R. Beal & Company – 1988 to 1993 and 1995 to 1996

Skills and Qualifications

Ms. Taylor is an experienced financial services executive and former regulator and has been nominated to serve on the Board because of her wide-ranging experience in the areas of Financial Services, Institutional Business, Regulatory and Compliance, Risk Management, Compensation, Corporate Governance, and Sustainability. Citi’s Board provides oversight of Citi’s banking businesses and regulatory relationships, areas where Ms. Taylor is highly skilled; it also provides oversight of Citi’s compensation programs and governance, including public affairs matters, where Ms. Taylor is able to use her valuable perspective to enhance the Board’s oversight. Ms. Taylor has broad bank regulatory and risk management experience, having served as the Superintendent of Banks for the New York State Banking Department. Her financial services and corporate business experience includes in-depth private equity, fund management, and investment banking experience as a Vice Chair at Solera Capital LLC and as a Managing Director of Wolfensohn Fund Management, L.P., a fund manager; and Founding Partner and President of M.R. Beal & Company, a full-service investment banking firm. Ms. Taylor also served as Chief Financial Officer of the Long Island Power Authority. In addition, through her work on the Sotheby’s Compensation Committee, the Brookfield Properties Governance Committee, as Chair of Accion and former Chair of the New York Women’s Foundation and the YMCA of Greater New York, Ms. Taylor has gained additional knowledge in corporate affairs, corporate governance, financial reporting, compensation, and legal matters.

Primary Qualifications

    Compensation

   Corporate Governance

   ESG

   Legal, Regulatory and Compliance

Director of Citigroup
since 2009

Director of Citibank, N.A.

since 2020

Other Public Company Directorships:
Brookfield Asset
Management

Previous Directorships within the last five years:
Sotheby’s

Other Activities:
Accion (Chair), Columbia Business School (Board of Overseers), Girls Educational & Mentoring Services (GEMS) (Member), Friends of Hudson River Park (Chair), Ideas42, Mailman School of Public Health (Board of Overseers), The Economic Club of New York, Council on Foreign Relations (Member), Hot Bread Kitchen (Board Chair), Cold Spring Harbor Lab (Member) and New York City Ballet (Board Chair)

Former Chairman and CEO
Ernst & Young

•   Chairman and CEO, Ernst & Young – 2001 to June 2013

•   Regional Managing Partner, Ernst & Young – 1994 to 2001

Skills and Qualifications

Mr. Turley, the retired Global Chair and CEO of Ernst & Young, brings to Citi his insights and expertise from his exceptional career in the accounting profession, both in the U.S. and internationally, as well as his executive experience from leading a major public accounting firm. Mr. Turley has been nominated to serve on the Board because of his extensive knowledge and expertise in the areas of Financial Reporting, Corporate Affairs, International Business, Human Capital Management, Legal, Regulatory and Compliance, and Risk Management. As Chair of the Audit Committee and a member of the Risk Management Committee, Mr. Turley adds significant value to the Board’s oversight of financial reporting, regulatory matters, compliance, internal audit, legal issues, and risk management. Having served as Chair and CEO of Ernst & Young, he has developed significant expertise in the areas of compensation, litigation, and corporate governance. Mr. Turley, the former Chairman of the Board of Catalyst, is recognized as a champion of diversity, having received the prestigious Crystal Leadership Award for his support of equal marketplace access for women and the groundbreaking programs he oversaw at Ernst & Young that enable the strategic development of women-owned businesses, and provides guidance to Citi on diversity matters as well.

Primary Qualifications

   Financial Reporting

   Human Capital Management

   Legal, Regulatory and Compliance

   Risk Management

Director of Citigroup
since 2013

Director of Citibank, N.A.
since 2013

Other Public Company Directorships:
Emerson Electric Co., Northrop Grumman Corporation and Precigen, Inc.

Previous Directorships within the last five years:
None

Other Activities:
Boy Scouts of America (past Chair), Municipal Theatre Association of St. Louis (past Chair), and Forest Park Forever (Board Member)

Former President and Group Chief Executive Officer, Nordea Bank Abp

•     Former President and Group Chief Executive Officer, Nordea Bank Abp – 2015 to 2019

•     Executive Vice President and Head, Wholesale Banking, Nordea Bank Abp – 2011 to 2015

•     Executive Vice President and Head, Corporate Merchant Banking & Capital Markets, Nordea Bank Abp – 2010 to 2011

•     Managing Director and Partner; Head, Nordic Investment Banking, Goldman Sachs International – 2006 to 2010

•     Head, European Technology Banking, Goldman Sachs International – 2002 to 2006

•     Managing Director, Nordic M&A, Goldman Sachs International – 1998 to 2002

•     Managing Director, Nordic Investment Banking, UBS AG – 1994 to 1998

•     Head, Derivatives Marketing & Structuring, German Corporate Clients, Citibank – 1992 to 1994

Skills and Qualifications

Mr. von Koskull is an experienced international financial services executive and has
been nominated to serve on the Board because of his extensive experience in the
areas of Institutional and International Businesses, Regulatory and Compliance,
Risk Management, and ESG matters. Mr. von Koskull brings more than 35 years of experience in institutional and international finance having held several leadership positions at Nordea Bank Abp, most recently serving as President and Group Chief Executive Officer. He returns to Citi after overseeing derivatives marketing and structuring, leveraged finance, Nordic corporate coverage operations, and investment banking at the firm and at Goldman Sachs. Mr. von Koskull’s background as a financial services executive in Europe, an important region for Citi, will enhance the Board’s oversight of Citi’s European operations. His service on the boards of private entities engaged in addressing ESG and sustainability issues in Europe will be beneficial to Citi as the knowledge and experience he has gained will strengthen the Board’s oversight of Citi’s ESG, sustainability and net zero initiatives, among others. His experience as a leader of a foreign bank in a heavily regulated industry will enable him to assist the Board in its oversight of Citi’s relationships and engagement with its regulators, including those in the U.K. and Europe.

Primary Qualifications

   ESG

   Institutional Business

   International Business or Economics

   Legal, Regulatory and Compliance

Director of Citigroup
since 2023

Other Public Company Directorships:
None

Previous Directorships within the last five years:
None

Other Activities:
European Business Leaders’
Convention (Chair) and Advancement of Finnish Securities Markets (Board Member)

●   A Citi Director who serves as Chair of the Audit Committee, Compensation, Performance Management and Culture Committee, Risk Management Committee, Technology Committee, or certain ad hoc committees is entitled to an annual $50,000 Committee Chair Fee per committee. A Director who serves as Chair of any other Committee or certain ad hoc committees is entitled to an annual $35,000 Committee Chair Fee per committee. A Citi Director who serves as a member of the Audit Committee, Compensation, Performance Management and Culture Committee, Risk Management Committee, Technology Committee, or certain ad hoc committees is entitled to an annual $30,000 Committee Fee per committee. A Citi Director who serves as a member of the Nomination, Governance and Public Affairs Committee or certain ad hoc committees is entitled to an annual $15,000 Committee Fee per committee. Directors also receive compensation for their service on the Transformation Oversight Committee. The Transformation Oversight Committee is an ad hoc committee. The Chair of the Transformation Oversight Committee is entitled to an annual $50,000 Committee Chair Fee, and each member is entitled to an annual $30,000 Committee Fee. In addition, each Program Lead Director for the Transformation Oversight Committee receives an additional fee of $20,000. Directors are permitted to receive all or a part of their Committee Fee(s) and Committee Chair Fee(s) in common stock.

●   Mses. Dailey, Desoer, Fraser, Ireland, and Taylor and Messrs. Hennes and Turley serve on Citibank’s Board of Directors. Each non-employee Director of Citibank is entitled to receive $25,000 as an annual cash retainer. The Chair of Citibank’s Board is entitled to an annual $50,000 Chair Fee.

●   Citi reimburses its Board members for expenses incurred in attending Board and Committee meetings or performing other services for Citi in their capacities as Directors. Such expenses include food, lodging, and transportation.

●   All Annual Retainers, Committee Fees, and Committee Chair Fees for Citi and Citibank are paid in four equal quarterly installments per annum. These fees are reported in the Non-Employee Director Compensation table on pages 65-66.

●   Ms. Taylor served on the Board of Citigroup Global Markets Limited (CGML), an international subsidiary Board of Citi, until April 2022. Mr. Henry joined the Board of CGML on September 1, 2022.

Since Mr. Dugan’s initial appointment as Citi’s Chair in 2019, his annual total compensation from Citi has been $725,000. The Board believes this amount is appropriate in light of the virtually full-time nature of the Chair’s responsibilities, Mr. Dugan’s extensive experience and knowledge of the regulatory environment, and the compensation paid for similar roles among direct competitors, including U.S. and non-U.S. banks as well as other high-profile global organizations. Since October of 2020, Mr. Dugan has also played an active and important role in connection with Citi’s Transformation Program, including chairing the Transformation Oversight Committee, as Citi seeks to drive excellence in its risk and control environment, operations, and service to clients.

The components of Mr. Dugan’s compensation include a Chair Fee of $500,000 plus fees that all directors receive, which include the Retainer and Deferred Stock Award that total $225,000, as described above. These amounts remain unchanged from the amounts approved prior to Mr. Dugan’s appointment as Chair. While Mr. Dugan actively serves as the Chair and a member of the Compensation, Performance Management and Culture Committee and participates in four other Board Committees of which he is a member—Audit; Nomination, Governance and Public Affairs; Risk Management; and Technology—as well as certain ad hoc committees of which he is a member, he waives all Committee Fees to which he is entitled.

✓   Citi’s Director Compensation Program is primarily equity based.

✓   Directors have a robust Stock Ownership Commitment.

✓   The maximum number of shares subject to awards to an individual Director in a calendar year, taken together with any cash fees paid during the calendar year to the Director for services as a member of the Board, may not exceed $1 million in value. While the Board may approve a higher limit for the non-Executive Chair, as noted above, amounts to be paid to the Chair are substantially below the $1 million cap.

û   Directors who are employees of Citi or its subsidiaries do not receive any compensation for their services as Directors.

û   Directors are not paid Meeting Fees.

û   Citi does not offer a Retirement Program for its Directors.

û   Directors are not permitted to hedge or pledge their Citi common stock or engage in speculative trading in Citi's common stock. For more information on hedging, please see Citi’s Hedging Policies on pages 39-40.