Citigroup

On April 26, 2022, the stockholders of Citigroup Inc. (Citigroup, Citi, or the Company), upon recommendation of Citigroup’s Board of Directors (Board), approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan) which was first approved by stockholders on April 16, 2019. The amendment to the 2019 Plan increases the number of shares available for grant under the 2019 Plan by 36 million. The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2022 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes an appendix with a full copy of the 2019 Plan, was filed with the Securities and Exchange Commission on March 15, 2022.

Alexander Wynaendts, a director of Citigroup Inc. (Citi) since 2019, informed the Board of Directors (the Board) of Citi that he will resign from the Board, effective November 19, 2021. On November 19, 2021, Deutsche Bank announced that Mr. Wynaendts has been nominated for election to its Supervisory Board at its Annual General Meeting on May 19, 2022. 2

Citigroup Inc. (Citi) has begun a Transformation Program across the firm to drive excellence in its risk and control environment, its operations and its service to clients. Colleagues at all levels are expected to play an active role in achieving these standards, and senior leaders will be accountable for driving progress. Citi’s compensation philosophy includes the accountability senior leaders at the firm have – individually and collectively – to meet the milestones required for a successful Transformation. Lack of sufficient progress will negatively affect the compensation of senior leaders, and senior leaders will have the opportunity to benefit from the achievement of Citi’s Transformation goals.

On April 27, 2021, the stockholders of Citigroup Inc. (Citigroup), upon recommendation of Citigroup’s Board of Directors (Board), approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan) which was first approved by stockholders on April 16, 2019. The amendment to the 2019 Plan increased the authorized number of shares available for grant under the 2019 Plan by 20 million. The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2021 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes an appendix with a full copy of the 2019 Plan, was filed with the Securities and Exchange Commission on March 17, 2021.

As reported on Citi’s Current Report on Form 8-K filed on September 25, 2020, Johnbull Okpara will replace Jeff Walsh as Citi’s Controller and Chief Accounting Officer. The effective date of Mr. Walsh’s retirement from, and Mr. Okpara’s assumption of, those positions is November 23, 2020.

Effective December 31, 2020, Bradford Hu will depart from the position of Chief Risk Officer of Citi. Mr. Hu was a named executive officer in Citi’s proxy statement for its 2020 Annual Meeting of Shareholders. As reported on Citi’s Current Report on Form 8-K filed on September 25, 2020, Johnbull Okpara will replace Jeff Walsh as Citi’s Controller and Chief Accounting Officer. The effective date of Mr. Walsh’s retirement from, and Mr. Okpara’s assumption of, those positions is November 30, 2020.

On September 22, 2020, Johnbull Okpara agreed to become Controller and Chief Accounting Officer of Citigroup Inc. (Citi), effective as of the date that he is released from certain commitments to his current employer. Mr. Okpara, 49, has been Managing Director, Global Head of Financial Planning and Analysis and Chief Financial Officer, Infrastructure Groups at Morgan Stanley since 2016. Prior to that, Mr. Okpara was Managing Vice President, Finance and Deputy Controller at Capital One Financial Corporation. Mr. Okpara will be paid a base salary at the rate of $475,000 per year and will receive a bonus for 2020 of $3,525,000. In addition, Mr. Okpara will receive replacement deferred equity and cash awards in the aggregate amount of $1,022,755, which awards will vest over the period through January 2023. Mr.

On September 9, 2020, Michael L. Corbat announced that he plans to retire from his positions as Citi’s Chief Executive Officer and a member of its Board of Directors (Board) in February of 2021. In connection with the retirement of Mr. Corbat, Citi’s Board appointed Jane Fraser as Citi’s new Chief Executive Officer, effective as of the effective date of Mr. Corbat’s retirement, and as a member of its Board, effective September 10, 2020. Ms. Fraser, age 53, is currently the President of Citi and the Chief Executive Officer of Global Consumer Banking. Her global responsibilities include all Consumer businesses in 19 countries, including Retail Banking and Wealth Management, Credit Cards, Mortgages and the associated Operations and Technology. Before this role, she was the Chief Executive Officer of Citi’s Latin American region from 2015 to 2019.

On June 18, 2020, the Personnel and Compensation Committee (the Committee) of the Board of Directors of Citigroup Inc. (Citigroup or the Company) approved, effective for 2020, a new annual base salary of £1,000,000, up from £850,000, and a new annual fixed role-based allowance of £5,500,000, up from £4,478,000, for Paco Ybarra, the Chief Executive Officer of the Institutional Clients Group of the Company (the CEO of ICG). Mr. Ybarra’s role-based allowance is based on certain guidelines related to the significance of his role and responsibilities within the Company and is designed to comply with U.K. and E.U. regulatory guidance. In accordance with that guidance, Mr. Ybarra’s annual incentive award must not exceed two times his fixed compensation (i.e., his base salary and role-based allowance) and Mr. Ybarra’s entire incentive award is deferred (with no immediate bonus component).

On April 21, 2020, the stockholders of Citigroup Inc. (Citigroup), upon recommendation of Citigroup’s Board of Directors (Board), approved an amendment to the Citigroup 2019 Stock Incentive Plan (the 2019 Plan) which was first approved by stockholders on April 16, 2019. The amendment to the 2019 Plan increases the authorized number of shares available for grant under the 2019 Plan by 15 million. The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes an appendix with a full copy of the 2019 Plan, was filed with the Securities and Exchange Commission on March 11, 2020.

On February 23, 2020, Raja Akram informed Citigroup Inc. (Citi) that he would resign from his position as Controller and Chief Accounting Officer to pursue another opportunity, effective February 23, 2020. Effective February 25, 2020, Citi appointed Jeff Walsh as interim Controller and Chief Accounting Officer while a search for a permanent replacement is conducted. Mr. Walsh, 62, had previously served as Controller and Chief Accounting Officer of Citi for eight years from 2009-2017, and Head of Transformation for the Independent Risk Management group from the end of 2017 to early 2019, before retiring from Citi in 2019. Mr. Walsh will be paid a base salary at the rate of $475,000 per year and will be eligible for discretionary incentive compensation and benefits in accordance with Citi’s plans and policies.

On November 25, 2019, the Personnel and Compensation Committee (the Committee) of the Citigroup Inc. Board of Directors made a one-time incentive award (the Award) to Jane Fraser, President of Citi and CEO of Global Consumer Banking . The Committee granted the Award in recognition of Ms. Fraser ’ s recent promotion to President and to enhance leadership continuity and management succession planning. In granting the Award, the Committee considered Ms. Fraser ’ s demonstrated performance and future potential, as well as the competitive landscape for executive talent and the business disruption likely to be caused by unplanned attrition. Citi ’s senior leaders are often considered for senior roles outside Citi, due to the breadth and depth of expertise they have gained through their Citi careers.

On November 8, 2019, a subsidiary of Citigroup Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Stephen Bird, a named executive officer in the Company’s 2019 Proxy Statement and the former CEO of the Company’s Global Consumer Banking in connection with his separation from employment. In accordance with the standard Employment Termination Notice and Nonsolicitation Policy adopted by the Company and its subsidiaries and affiliates (“Citi”), Mr. Bird will remain employed by Citi through January 7, 2020 (the “Termination Date”) and available to assist with the transition. Mr. Bird is not entitled to any severance payments or severance benefits under the Agreement or any other agreement, plan, or policy.

On October 24, 2019, the Board of Directors of Citigroup Inc. (Citi) appointed Jane Fraser to be Citi President and CEO of Global Consumer Banking. Stephen Bird, formerly CEO of Global Consumer Banking, resigned from the role effective October 24, 2019. Ms. Fraser, age 52, was CEO of Citi’ s Latin America region since June 2015, when she also became an executive officer of Citi. Prior to that regional CEO role, she was CEO of Citi ’ s U.S. Consumer and Commercial Banking and CitiMortgage. From 2009 to 2013, Ms. Fraser served as CEO of Citi ’ s Global Private Bank, and before then, she held key strategy roles. She joined Citi in 2004

On September 4, 2019, the Board of Directors (the Board) of Citigroup Inc. (Citigroup or the Company) elected Grace E. Dailey and Alexander R. Wynaendts as directors of the Company. Ms. Dailey, retired, served as the Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner for the Office of the Comptroller of the Currency. Mr. Wynaendts is currently serving as Chief Executive Officer and Chairman of the Management and Executive Boards of Aegon N.V. The Board determined that Ms. Dailey and Mr. Wynaendts are independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and other applicable laws, rules and regulations. On September 4, the Board also appointed Ms.

On April 16, 2019, the stockholders of Citigroup Inc. (Citigroup), upon recommendation of Citigroup’s Board of Directors (Board), approved the Citigroup 2019 Stock Incentive Plan (the 2019 Plan). The 2019 Plan includes an initial authorization to issue 30 million shares of Citigroup common stock pursuant to awards under the 2019 Plan. The 2019 Plan is described in greater detail in proposal 4 in Citigroup’s Proxy Statement for the 2019 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement, which includes an appendix with a full copy of the 2019 Plan, was filed with the Securities and Exchange Commission on March 6, 2019. The descriptions of the 2019 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2019 Plan set forth in Exhibit 10.1 to this Form 8-K.

On April 10, 2019, James A. Forese submitted a notice of retirement as Citi President and CEO of Institutional Clients Group, effective April 30, 2019.

On February 14, 2019, the Board of Directors of Citigroup Inc. (Citi) appointed Mark A.L. Mason to be Citi Chief Financial Officer, effective February 23, 2019, which is the day following the anticipated filing date of Citi’s Annual Report on Form 10-K for the fiscal year ending December 31, 2018. Mr. Mason will replace John C. Gerspach, who will retire as Citi Chief Financial Officer effective February 22, 2019, and will retire from Citi employment effective March 1, 2019. The Personnel and Compensation Committee of the Citi Board of Directors (the Compensation Committee) set Mr. Mason’s base salary rate at $500,000 per year effective February 23, 2019, consistent with the base salary rates of the executive officers who report to Citi CEO Michael L. Corbat. Mr.

(b) On November 4, 2018, Michael E. O’Neill, Chairman of the Board of Directors (the “Board”) of Citigroup Inc. (“Citi” or the “Company”), provided notice to the Board that he will retire as Chairman of the Board and as a Board member on January 1, 2019.

On August 31, 2018, John Gerspach informed Citigroup Inc. (Citi) that he will retire from his position as Chief Financial Officer on March 1, 2019.

On June 28, 2018, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected Lew W. (Jay) Jacobs IV as a director, effective June 28, 2018. Mr. Jacobs served as the President and Managing Director at Pacific Investment Management Company LLC (PIMCO) from 2014 to 2017. In his last role prior to his promotion to President in 2014, Jay Jacobs served as Global Head of Human Resources at PIMCO. He retired from PIMCO in September 2017 after 19 years of service. He currently serves as an outside consultant to PIMCO. The Board determined that Mr. Jacobs is independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and all other applicable laws, rules and regulations. In addition, Mr.

On April 24, 2018, the stockholders of Citigroup Inc. (Citigroup), upon recommendation of Citigroup’s Board of Directors, approved an amendment to the Citigroup 2014 Stock Incentive Plan (the 2014 Plan), which was first approved by stockholders on April 22, 2014. The amendment to the 2014 Plan increases the authorized number of shares available for grant under the 2014 Plan by 15 million. The amendment to the 2014 Plan is described in proposal 4 in Citigroup’s Proxy Statement for the 2018 Annual Meeting of Stockholders (Proxy Statement). The Proxy Statement also includes a summary description of the 2014 Plan, as proposed to be amended. The descriptions of the 2014 Plan, as amended, contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2014 Plan set forth in Exhibit 10.1 to this Form 8-K.

On November 2, 2017, Raja J. Akram was appointed Controller and Chief Accounting Officer of Citigroup Inc. Mr. Akram replaced Jeffrey R. Walsh, who was appointed Head of Transformation within Citi’s Risk Management organization. Mr. Akram, age 45, had served as Deputy Controller since April 2017. He joined Citi in 2006 and held a number of roles in Citi Finance, including head of the Corporate Accounting Policy team supporting M&A activities. He was also Brazil Country Controller, Brazil Country Finance Officer and Lead Finance Officer for Treasury & Trade Solutions.

On October 2, 2017, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected S. Leslie Ireland and John C. Dugan as directors. Ms. Ireland most recently served as the Assistant Secretary for Intelligence and Analysis for the United States Department of the Treasury and the National Intelligence Manager for Threat Finance, Office of the Director of National Intelligence. Mr. Dugan is a former partner at Covington & Burling, LLP in the Financial Institutions Group and served as the Comptroller of the Currency from 2005 to 2010 . The Board determined that Ms. Ireland and Mr. Dugan are independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and all other applicable laws, rules and regulations. In addition, Ms.

On July 17, 2017, William S. Thompson, Jr. informed the Board of Directors of Citigroup Inc. (Citi) of his decision to retire as a board member of Citi, effective July 20, 2017. 2

Citi’s 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 executives. The Committee determined that Mr. Corbat’s 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 Citi’s Capital Accumulation Program (CAP), and Performance Share Units (PSUs).

On December 15, 2016, the Board of Directors (the Board) of Citigroup Inc. (Citigroup) elected Deborah C. Wright as a director, effective January 1, 2017. Ms. Wright recently served as a Senior Fellow at the Ford Foundation and previously held the positions of Executive Chairman, President and CEO of Carver Bancorp Inc. The Board determined that Ms. Wright is independent in accordance with the director independence standards established under Citigroup’s Corporate Governance Guidelines, which are intended to comply with the New York Stock Exchange corporate governance rules, and all other applicable laws, rules and regulations. In addition, Ms. Wright was appointed to the Audit Committee and the Ethics and Culture Committee, effective January 1, 2017. Ms.

On December 2, 2016, Stephen Bird, CEO of Global Consumer Banking, entered into a memorandum of agreement (the Agreement) documenting the changes in his employment status that will occur effective January 1, 2017, when he ceases his expatriate assignment and becomes a local U.S. employee of Citibank, N.A. These anticipated changes were previously described on page 78 of Citi’s 2016 Proxy Statement. His annual rate of salary ($500,000) will not change and he will continue to be eligible for discretionary annual incentive awards on the same terms and conditions applicable to other executive officers of Citigroup Inc. He will become eligible to participate in broad-based U.S. employee benefit plans in accordance with the general terms of such plans. Mr.

As noted below, on April 26, 2016, the stockholders of Citigroup Inc. (Citigroup), upon recommendation of Citigroup’s Board of Directors, approved an amendment to the Citigroup 2014 Stock Incentive Plan (the 2014 Plan). The amendment to the 2014 Plan increases the authorized number of shares available for grant under the 2014 Plan by 20 million. Also on April 26, 2016, Citigroup’s stockholders, upon recommendation of Citigroup’s Board of Directors, approved the Amended and Restated 2011 Citigroup Executive Performance Plan (the EPP).

On March 16, 2016, Citi filed its 2016 Proxy Statement disclosing compensation awards made by the Personnel and Compensation Committee of the Citigroup Board of Directors (the Committee) to Citi’s named executive officers for 2015 performance. Following the filing, while we heard support from investors for the awards granted for 2015 performance, we also heard some concerns from other stakeholders regarding Citi’s new performance share unit (PSU) program. The Committee has considered the issues raised and remains fully committed to a robust pay-for-performance executive compensation program. Accordingly, the Committee modified the PSU awards granted in February 2016, which reflected performance in 2015, to revise the manner in which relative total shareholder return will be measured over the three-year performance period beginning on January 1, 2016.

On February 16, 2016 (the Grant Date), the Personnel and Compensation Committee of the Board of Directors of Citigroup Inc. (the Committee) approved incentive compensation awards for 2015 performance to CEO Michael Corbat and other senior executives. As in prior years, half of the deferred portion of each award was granted in shares of performance-vesting deferred stock under Citi’s Capital Accumulation Program (CAP) and the other half of the deferred award was granted in performance share units (PSUs). The Committee determined that Mr. Corbat’s annual compensation for 2015 is $16,500,000, consisting of salary of $1,500,000 and variable compensation of $15,000,000. Sixty percent, or $9,000,000, of the variable compensation is deferred and consists of $4,500,000 in deferred stock awarded under CAP and $4,500,000 in PSUs.

On January 28, 2016, the Board appointed, effective immediately, Ms. Costello to its Audit Committee and Ms. James to the Risk Management Committee and the Operations & Technology Committee. The Board has determined that they satisfy all applicable requirements to serve on such committees, including without limitation the applicable requirements of the New York Stock Exchange Listed Company Manual, the Securities Exchange Act of 1934 and Citigroup’s Corporate Governance Guidelines. . In addition, Ms. Costello joined the Board of Directors of Citibank, N.A. on January 15, 2016.