CitigroupInc. (NYSE:C) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CitigroupInc. (NYSE:C) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02(e) Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Citis CEO Compensation for 2016

On February 16, 2017 (the Grant Date), the Personnel and
Compensation Committee of the Board of Directors of Citigroup
Inc. (the Committee) approved incentive compensation awards for
2016 performance to CEO Michael Corbat and other senior

The Committee determined that Mr. Corbats annual compensation for
2016 is $15.5 million, consisting of his previously established
base salary of $1.5 million and a total incentive award of $14
million, which is a 6% reduction from his 2015 total compensation
of $16.5 million. As in past years, the CEO total incentive award
was delivered in a mix of cash, deferred stock awarded under
Citis Capital Accumulation Program (CAP), and Performance Share
Units (PSUs).

CEO Compensation for 2016
Element Form Amount
Base Salary Cash $1.5 million
Cash Incentive


(30% of total incentive award)

$4.2 million
Deferred Incentive

Deferred Stock

(35% of total incentive award)

Vests ratably over 4 years subject to performance

$4.9 million

Performance Share Units

(35% of total incentive award)

Vest based on return on tangible common equity and
cumulative earnings per share performance

over 3 years

$4.9 million

Total $15.5 million

In making the decision on CEO pay, the Committee considered
several factors, including another positive outcome from the 2016
CCAR process which led to the most meaningful capital return
since before the financial crisis, feedback from regulators on
Citis Resolution Plan, investments the company is making in
certain businesses, and the wind-down of Citi Holdings. However,
the Committee felt it was appropriate to reflect the firms
performance relative to its financial targets in the compensation
for Mr. Corbat. Overall, the Committee continues to be very
pleased with the progress Citi is making under Mr. Corbats
leadership and is confident that the plan Citis leadership is
executing will improve returns for shareholders.

Citis 2017 Performance Share Units

The PSUs awarded on the Grant Date (the 2017 PSUs) will be earned
over a three-year performance period that begins on January 1,
2017 and ends on December 31, 2019 (the Performance Period) based
on Citis return on tangible common equity (RoTCE) in 2019 and
Citis cumulative earnings per share (EPS) over the Performance

The 2017 PSUs will be earned at the end of 2019 according to the
following performance schedule:

Percent of Target PSUs Earned (applies separately
to each metric)
0% 50% 100% 150%
Metric: RoTCE for 2019 Less than 5% 5% 10% 14% or more
Metric: Cumulative EPS, 2017-2019 Less than $16.00 $16.00 $17.70 $19.00 or more

Cumulative EPS is determined by adding the diluted earnings per
share based on net income allocated to common shareholders from
our quarterly earnings reports for the 12 quarters ending in 2017
through 2019. Performance between the thresholds in the table
above will be determined by straight-line interpolation, based on
equal weighting of each metric, to avoid encouraging imprudent
risk-taking through artificial cliffs in the design of the PSUs.

Example: If Citi has RoTCE in 2019 of 10%
and cumulative EPS of $16.00 over the Performance Period, the
executives will receive 75% of the target PSUs, which assigns
equal weight to performance against the RoTCE metric (100%
performance) and the cumulative EPS metric (50% performance).

Consistent with a provision we added last year as a shareholder
protection, the number of 2017 PSUs that may be earned is capped
at 100% of target if Citis total shareholder return is negative
over the Performance Period, regardless of the outcome of the
performance metrics.

In considering the design of our 2017 PSUs, we focused on
operational metrics that are primary drivers of total shareholder
returns as a direct result of feedback we received from
shareholders during our most recent shareholder engagement
efforts. We chose RoTCE and cumulative EPS as metrics for our
2017 PSUs due to their importance as drivers of success in Citis
strategic plan over the Performance Period.

We previously announced that our target RoTCE for 2019 is
10%, a level that is meaningfully above Citis 2016 RoTCE and
is an important intermediate step toward a longer-term goal
of 14% RoTCE. Although the target goal is stated as a 2019
outcome, the attainment of this goal requires consistent
improvement in returns throughout the Performance Period, and
the cumulative EPS goal, as described below, ensures full
accountability for performance over the entire three-year
Performance Period.
Our cumulative EPS target is reflective of double-digit EPS
growth over the Performance Period and significantly exceeds
Citis 2016 EPS. Achieving the cumulative EPS target will
require management to execute a balanced approach of revenue
growth, expense discipline, and capital management, each of
which is an important factor in delivering value to our
clients and our shareholders.
There are several mechanisms in place to ensure that the EPS
measure incentivizes appropriate long-term decision making.
Our buyback levels are subject to oversight by both the
Citigroup Board and the Federal Reserve Board (through the
CCAR process), and buyback levels are calibrated against a
range of considerations, including current capital levels,
alternative uses for excess capital, and safety and
soundness.The Committee also structured this metric as a
cumulative metric to establish balance with the 2019 RoTCE
metric, mitigate any potential risk associated with a single
year-end target, and drive balanced improvement in
operational performance over the Performance Period.

The Committee awarded 2017 PSUs to the following executives who
were named executive officers in Citis 2016 Proxy Statement:

Michael Corbat


John Gerspach


Stephen Bird

CEO, Global Consumer Banking

Don Callahan

Head of Operations and Technology

James Forese

President, Citigroup;

CEO, Institutional Clients Group

Target Number of 2017 PSUs






Consistent with prior PSU awards, the target number of 2017 PSUs
was determined by dividing the nominal value of the PSU award by
the average of the closing prices of Citi common stock in the
five business days immediately preceding the Grant Date

The 2017 PSU and other awards described above will be described
in more detail in Citis 2017 Proxy Statement, which is expected
to be filed in March 2017.

Additional Information

The Committee amended Citis Executive Performance Plan to include
a $20 million limit on the amount of cash bonus that may be
awarded to any executive officer. Previously, Citis programs had
no limit on the dollar amount of an incentive award that could be
awarded as cash to any executive officer; the only limit imposed
was on the percentage of each total incentive award that could be
paid as a cash bonus.

No changes were made in the terms of CAP as compared to last

About Citigroup Inc. (NYSE:C)

Citigroup Inc. (Citi) is a financial services holding company. The Company’s businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. It operates through two segments: Citicorp and Citi Holdings. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. Global Consumer Banking (GCB) consists of Citi’s geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. Citi Holdings contains businesses and portfolios of assets that Citi has determined are not central to its core Citicorp businesses.

Citigroup Inc. (NYSE:C) Recent Trading Information

Citigroup Inc. (NYSE:C) closed its last trading session down -0.21 at 60.17 with 15,120,623 shares trading hands.

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